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


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

		For the fiscal year ended January 29, 2005

		OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2003

[ ] 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.)


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

13531 East Caley Avenue, Centennial, Colorado		80111
(Address of principal executive offices)		(Zip code)

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, $0.50 par value ~~(Title of each class)~~

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

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

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

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

On ~~March~~ April 3129, ~~2003~~2005 we had 10,000 shares of common stock ($0.50 par value) outstanding; all such shares are owned by our parent, Nordstrom, Inc.

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

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TABLE OF CONTENTS

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

TABLE OF CONTENTS

			Page
PART I
	Item 1.	Business.	3	3
	Item 2.	Properties.	3	3
	Item 3.	Legal Proceedings.	3	3
	Item 4.	Submission of Matters to a Vote of Security Holders.	3	3
PART II
	Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters.	3	3
	Item 6.	Selected Financial Data.	3	3
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	3	3
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	4	4
	Item 8.	Financial Statements and Supplementary Data.	5	5
	Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	5	5
PART III
	Item 9A.	Controls and Procedures.		5
	Item 10.	Directors and Executive Officers of the Registrant.	5
	Item 9B.	Other Information.		6
	Item 11.	Executive Compensation.	5
PART III
	Item 12.	Security Ownership of Certain Beneficial Owners and Management.	5
	Item 10.	Directors and Executive Officers of the Registrant.		6
	Item 13.	Certain Relationships and Related Transactions.	5
	Item 11.	Executive Compensation.		6
	Item 14.	Controls and Procedures.	5
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		6
PART IV
	Item 13.	Certain Relationships and Related Transactions.		6
	Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K.	6
	Item 14.	Principal Accountant Fees and Services.		6
SIGNATURES			10
PART IV
CERTIFICATIONS			11
	Item 15.	Exhibits and Financial Statement Schedules.		8
FINANCIAL STATEMENTS			15
SIGNATURES				9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM				11
FINANCIAL STATEMENTS				12
EXHIBIT INDEX				25
EXHIBIT 10.32
EXHIBIT 12.1
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

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PART I

Item 1. Business.

The information required under this item is included in Note 1 to the Financial Statements on page 16 19 of this report, which is incorporated herein by reference.

Item 2. Properties.

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

Item 3. Legal Proceedings.

We are not a party to any material legal proceedings.

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

Not required under reduced disclosure format.

PART II

The class of securities registered is our common stock, $0.50 par value per share. There are 100,000 shares of authorized common stock, of which 10,000 shares were issued and outstanding as of ~~March~~ April 3129, ~~2003~~2005. Our issued and outstanding 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~~2004 ~~fiscal years ended January 31, 2003~~ and ~~2002~~2003.

Item 6. Selected Financial Data.

Not required under reduced disclosure format.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations.

WeAll ~~earn~~dollar ~~service~~amounts ~~charge~~are ~~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~~millions.

~~Other~~On ~~fees~~March 31, ~~and~~2004, ~~charges~~we exchanged ~~consist~~$200 ~~primarily~~ of ~~late~~affiliate ~~fees.~~receivables Infrom ~~the~~Nordstrom ~~fourth~~fsb, ~~quarter~~(the “Bank”) offor ~~2001,~~an weinvestment ~~entered~~in ~~into~~master atrust ~~securitization~~certificates of(“2004 ~~our~~Notes”) ~~private~~issued ~~label~~by ~~receivables.~~a trust (the “Trust”) that ~~Other~~owns ~~fees~~Nordstrom ~~and~~fsb ~~charges~~co-branded ~~increased~~VISA incredit ~~2002~~card asreceivables. ~~compared~~The to2004 ~~2001~~Notes ~~primarily~~were ~~due~~purchased ~~to the~~by ~~late~~us ~~fee~~at par ~~income~~for ~~earned~~a onface ~~these~~amount ~~receivables~~of $200. ~~Late~~On ~~fees~~June 30 ~~are~~and ~~charged based~~December 31, on2004, we increased the ~~dollar~~face ~~balance~~value of the ~~delinquent~~2004 ~~accounts.~~Notes ~~Late~~by ~~fee income was~~ $~~8.8~~50 and $~~3.0 million~~25, inrespectively, ~~2002~~to ~~and 2001~~$275.

~~Net~~Total ~~interest~~revenue ~~expense~~ decreased $3.9 in ~~2002~~2004 as compared to ~~2001~~2003 asprimarily adue ~~result~~to of a decrease in ~~short-term~~finance ~~debt~~charge income. ~~outstanding~~We ~~and~~earn afinance ~~decrease~~charge inincome ~~interest~~on ~~rates~~retail charge card receivables, ~~partially~~ ~~offset~~which bywe purchase from an affiliate ~~increase~~that inis ~~long~~also a wholly-~~term~~owned ~~debt~~subsidiary ~~outstanding~~of our parent, Nordstrom, Inc. Finance charge income decreased $3.0 to $94.8 in 2004, as compared to 2003, primarily due to a decrease in the average

3 of 2628

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

~~Servicing~~outstanding ~~and~~retail ~~marketing~~charge ~~fees~~card ~~paid~~receivable tobalance. ~~Nordstrom~~Average ~~fsb~~outstanding ~~(“the~~retail ~~Bank”)~~charge ~~for servicing~~card ~~our~~ receivables ~~decreased~~have indeclined ~~2002~~approximately as3% ~~compared~~ to ~~2001~~$587.6 ~~due~~over tothe apast ~~change~~year inbecause ~~the~~charge card volume ~~servicing~~has ~~fee~~declined ~~structure~~and ~~charged~~card byholders ~~the~~are ~~Bank~~repaying their outstanding balances more quickly. ~~This~~Total ~~change~~revenue also ~~was~~decreased ~~effective~~due to a decrease in ~~the fourth~~other ~~quarter~~fees ofand ~~2001~~charges. Other fees and ~~was~~charges ~~made~~consist primarily toof ~~reflect~~late ~~the~~fees. ~~competitive~~Late ~~market~~fee ~~rate~~income was $6.5 and $7.4 for ~~portfolio~~ ~~servicing~~2004 and 2003, respectively.

~~Effective~~Total atexpenses ~~the~~decreased ~~start~~$0.8 ofprimarily ~~fiscal~~due ~~2002~~to a decrease in service and marketing fees, wepartially offset noby ~~longer~~an increase in interest expense. ~~charges~~Servicing ~~related~~and marketing fees paid to the ~~purchase~~Bank ~~incentives~~ for ~~Nordstrom~~servicing ~~credit~~our ~~cards,~~receivables ~~bad~~decreased ~~debt~~$0.2 ~~expense~~in ~~related~~2004 as compared to ~~returned~~ ~~checks~~2003, ~~and~~due ~~gift~~to a decline in the outstanding balances of our retail charge card ~~expenses~~portfolio. ~~These~~Marketing ~~charges~~fees ~~are~~also ~~now~~declined ~~expensed by~~$1.9 ~~Nordstrom~~to $1.2 Asin a2004 ~~result,~~as ~~selling,~~promotion ~~general~~costs ~~and~~associated ~~administrative~~with ~~expenses~~opening ~~decreased~~new retail charge card accounts declined. Interest expense has increased $1.4 in ~~2002~~2004 as compared to ~~2001.~~2003 ~~Selling,~~primarily ~~general~~due ~~and~~to ~~administrative expenses~~an ~~would~~increase ~~have~~of ~~been~~$65.7 to $33135.~~2 million~~7 ~~for~~in ~~the~~average ~~year~~short ~~ended~~term ~~January 31~~debt outstanding payable to our parent, Nordstrom, ~~2003~~Inc. ifThe ~~the~~increase in total assets due to our investment in master trust certificates ~~expenses~~requires ~~had~~us ~~not~~to ~~been~~make ~~transferred~~additional borrowings to ~~Nordstrom~~fund those assets.

~~Certain~~Interest ~~other~~income ~~information~~increased ~~required~~$3.7 ~~under~~to ~~this~~$5.6 ~~item~~in is2004 ~~included~~compared to 2003 primarily due to an increase in interest income earned on the 2004 Notes. 1,The ~~2 and~~current 6year tointerest rate on the ~~Financial~~2004 ~~Statements~~Notes is higher than the prior year rate on ~~pages~~the 19notes receivables due from the Bank, 20which ~~and~~we exchanged 22for ofthe ~~this~~2004 ~~report~~Notes. Also, ~~which~~the interest earning receivable balance is ~~incorporated~~higher in the current year than in the prior year. The increase of $4.5 in interest income related to the 2004 Notes was partially offset by ~~reference~~a decrease of $0.8 in affiliate interest income. The decrease in affiliate interest income is due to the lower average outstanding note receivable balance from the Bank during 2004 compared to the prior year.

~~Item 7A~~Net earnings increased $0.4 ~~Quantitative~~in 2004 to $45.9 primarily due to an increase in interest income and ~~Qualitative~~a decrease ~~Disclosures~~in ~~About~~servicing ~~Market~~and ~~Risk~~marketing fees. This was offset by a decrease in finance charge income, a decrease in other fees and charges and an increase in interest expense.

WeCertain ~~are~~other ~~exposed~~information required tounder ~~market~~this ~~risk~~item ~~from~~is ~~changes~~included in ~~interest~~Notes ~~rates. In seeking to minimize risk~~1, we2 ~~manage~~and ~~exposure~~6 ~~through~~to ~~our~~the Consolidated ~~regular operating and financing~~Financial ~~activities.~~Statements Weon dopages ~~not~~16, ~~use~~17 ~~financial instruments for trading or other speculative purposes~~ and ~~are~~19 ~~not~~of ~~party~~this toreport, ~~any~~which ~~leveraged~~is incorporated ~~financial~~herein ~~instruments~~by reference.

WeItem ~~manage~~7A. ~~interest~~Quantitative ~~rate exposure through our mix of fixed~~ and ~~variable~~Qualitative ~~rate borrowings~~Disclosures ~~which~~About ~~finance~~Market ~~customer accounts receivable~~Risk. ~~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~~We ~~table~~are ~~below~~exposed ~~presents~~to ~~principal~~market ~~amounts~~risk ~~and~~from ~~related~~changes ~~weighted~~in ~~average~~ interest rates. byIn ~~year~~seeking ofto ~~maturity.~~minimize ~~All~~risk, ~~items~~we manage ~~described~~exposure inthrough ~~the~~our ~~table~~regular ~~are~~operating and financing activities. We do not use financial ~~non-~~instruments for trading or other speculative purposes and are ~~stated~~not ina ~~U.S.~~party ~~dollars~~to any leveraged financial instruments.

																	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	%

We manage interest rate exposure through our mix of fixed and variable rate borrowings which finance retail charge card receivables. Short-term borrowings generally bear interest at variable rates but, because they have maturities of three months or less, we believe that the risk of material loss is low.

* This is4 ~~our weighted average interest rate on customer accounts receivable, which is a combination~~ of ~~fixed rates and floating rates based on prime. The~~28 ~~actual effective interest rate is lower due to accounts which are paid off within 30 days and defaults.~~

4Table of 26 Contents

~~Table~~Item of7A. ~~Contents~~Quantitative and Qualitative Disclosures About Market Risk (Cont.)

~~Item 8~~The table below presents principal amounts and related weighted average interest rates by year of maturity. ~~Financial~~All ~~Statements~~items described in the table are non-trading and ~~Supplementary~~are ~~Data~~stated in U.S. dollars.

(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.


							Total at			Fair value
							January 29,			January 29,
Dollars in thousands	2005			2006			2005			2005
Interest Rate Risk
Assets
Retail charge card receivables	$	579,167					$	579,167		$	579,167
Variable interest rate*		19.2	%					19.2	%

Note receivable from
Nordstrom fsb	$	35,335					$	35,335		$	35,335
Year end interest rate		2.6	%					2.6	%

Liabilities
Note payable to
Nordstrom, Inc.	$	171,800					$	171,800		$	171,800
Year end Interest rate		2.6	%					2.6	%

Long-term debt	$	96,027		$	300,000		$	396,027		$	402,630
Fixed average interest rate		6.7	%		4.8	%		5.3	%

~~Item 9.~~* ~~Changes~~This inis our weighted average interest rate on customer accounts receivable, which is a combination of fixed rates and ~~Disagreements~~floating ~~with~~rates ~~Accountants~~based on ~~Accounting~~prime. The actual effective interest rate is lower due to accounts which are paid off within 30 days and ~~Financial~~ ~~Disclosure~~defaults.

~~None~~Item 8. Financial Statements and Supplementary Data.

~~PART~~(a) Financial ~~III~~Statements and Supplementary Data

~~Item 10.~~The ~~Directors~~consolidated financial statements and ~~Executive~~notes ~~Officers~~to ofthe consolidated financial statements listed in the ~~Registrant~~Index to Consolidated Financial Statements and Schedule on page 10 of this report are incorporated herein by reference.

~~Not~~The ~~required~~ratio ~~under~~of ~~reduced~~earnings ~~disclosure~~available ~~format~~for fixed charges to fixed charges is 4.08, 4.26, and 4.17 for 2004, 2003, and 2002.

~~Item~~(b) ~~11.~~Other ~~Executive~~Financial ~~Compensation.~~Statements and Schedule

~~Not~~The schedule required under ~~reduced~~Regulation S-X ~~disclosure~~is ~~format~~filed pursuant to Item 15 of this report.

Item 12 9. ~~Security~~Changes ~~Ownership~~in ofand ~~Certain~~Disagreements ~~Beneficial~~with ~~Owners~~Accountants on Accounting and ~~Management~~Financial Disclosure.

~~Not required under reduced disclosure format~~None.

Item 13 9A. ~~Certain~~Controls ~~Relationships~~ and ~~Related Transactions~~Procedures.

~~Not~~As ~~required~~of the end of the period covered by this Annual Report on Form 10-K, we performed an evaluation under ~~reduced~~the supervision and with the participation of management, including our President and Vice President and Treasurer, of our disclosure ~~format~~controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our President and our Vice President and Treasurer concluded that, as of the end of the period covered by this Annual Report on

~~Item 14.~~ ~~Controls~~5 ~~and~~of ~~Procedures.~~28

“DisclosureTable 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. Contents

5Item of9A. 26 Controls and Procedures (Cont.)

~~Table~~Form 10-K, our disclosure controls and procedures are effective in the timely recording, processing, summarizing and reporting of ~~Contents~~material financial and non-financial information.

~~Item 14.~~There ~~Controls~~have ~~and~~been ~~Procedures~~no changes in our internal control over financial reporting (~~Cont.~~as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during our most recently completed fiscal quarter that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Within~~In coming to the ~~90-day~~conclusion ~~period~~that ~~prior~~our todisclosure controls ~~the~~and ~~filing~~procedures were effective as of ~~this~~January 29, ~~report~~2005, weour ~~performed~~management anconsidered, ~~evaluation~~among ~~under~~other things, the ~~supervision~~control ~~and~~deficiencies ~~with~~related to the ~~participation~~cash flow statement classification of ~~management~~notes receivable from affiliates, which resulted in a restatement ~~including~~of our ~~President~~accompanying ~~and~~consolidated ~~Chief~~financial ~~Financial Officer~~statements, ofas ~~our~~disclosed in ~~disclosure~~Note 14 ~~controls~~to the consolidated financial statements for the year ended January 29, 2005. After reviewing and ~~procedures~~analyzing the Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) No. 99, ~~Based~~“Materiality”, and ~~upon~~Accounting ~~that~~Principles Board ~~evaluation~~Opinion No. 20, ~~the~~“Accounting ~~President~~Changes” and taking into consideration that the restatement ~~Chief~~adjustment did not impact our total revenue, net earnings, total cash flows or ~~Financial~~shareholders’ ~~Officer~~equity for any prior period, our management concluded that our disclosure controls and procedures ~~are~~ were effective. inFollowing ~~the~~our ~~timely~~identification ~~recording,~~of ~~processing~~these control deficiencies, ~~summarizing~~we have corrected our process for preparing our statements of cash flows by performing a more thorough review of the classifications of our cash flows to comply with SFAS No. 95 “Statement of Cash Flows” and ~~reporting~~SFAS No. 102 “Statement of Cash ~~material~~Flows – Exemption ~~financial~~of Certain Enterprises and ~~non-financial~~Classification ~~information~~of Cash Flows from Certain Securities Acquired for Resale – An Amendment of FASB Statement No. 95.” In addition, we will continue to monitor GAAP developments and changes in our business to reduce the risk of classification errors in our statements of cash flows.

WeItem ~~reviewed our internal controls for effectiveness periodically during the period covered by this report~~9B. NoOther ~~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.~~ Information

~~PART IV~~None.

~~Item 15.~~PART ~~Exhibits, Financial Statement Schedules, and Reports on Form 8-K.~~III

~~(a)1~~Item 10. ~~Financial~~Directors ~~Statements~~and Executive Officers of the Registrant.

~~The~~Not ~~following~~required ~~consolidated~~under ~~financial~~reduced ~~statements~~disclosure ~~of the Company and the Independent Auditors’ Report are incorporated by reference in Part II, Item 8:~~format.

~~Independent~~Item ~~Auditors’ Report Consolidated Statements of Earnings Consolidated Balance Sheets Consolidated Statements of Investment of Nordstrom, Inc~~11. ~~Consolidated~~Executive ~~Statements of Cash Flows Notes to Consolidated Financial Statements~~Compensation.

~~(a)2.~~Not ~~Financial~~required ~~Statement~~under ~~Schedules~~reduced disclosure format.

~~The~~Item ~~financial~~12. ~~statement~~Security ~~schedule~~Ownership ~~listed~~of inCertain ~~the~~Beneficial ~~Index~~Owners toand ~~Consolidated~~Management ~~Financial Statements~~ and ~~Schedule~~Related onStockholder ~~page 13 of this report is incorporated herein by reference~~Matters.

(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.

Not required under reduced disclosure format.

~~Table~~Not ofrequired ~~Contents~~under reduced disclosure format.

(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.

Item 14. Principal Accountant Fees and Services.

7We ofpaid 26the following fees to our independent registered public accounting firm Deloitte & Touche LLP (“Deloitte”) for 2004 and 2003:



Fiscal Year	2004		2003

Audit Fees	$	36,500	$	37,400
Audit-Related Fees	$	0	$	0
Tax Fees	$	0	$	0
All Other Fees	$	0	$	0

	$	36,500	$	37,400

(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.

6 of 28

8Table of 26 Contents

~~Table~~Item of14. ~~Contents~~Principal Accountant Fees and Services (Cont.)

(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.

Audit fees primarily included services for i) auditing our financial statements and ii) reviewing our interim financial information and the respective Forms 10-K and 10-Q.

~~All~~Consistent ~~other~~with ~~exhibits~~Securities ~~are~~and ~~omitted~~Exchange ~~because~~Commission ~~they~~(the ~~are~~“SEC”) ~~not~~policies ~~applicable~~regarding auditor independence, orthe ~~not~~services ~~required~~performed by Deloitte in 2004 were pre-approved on April 1, or2003 ~~because~~in accordance with the ~~required~~pre-approval ~~information~~policy and procedures adopted by Nordstrom, Inc’s Audit Committee (the “Audit Committee”). This policy is ~~included~~regularly inreviewed and updated. It describes the permitted ~~financial~~audit, ~~statements~~audit-related, ortax, ~~notes~~and ~~thereto~~other services that Deloitte may perform. Normally, pre-approval is provided at regularly scheduled Audit Committee meetings.

~~(b)~~However, ~~Reports~~the onauthority ~~Form~~to 8grant specific pre-Kapproval between meetings, as necessary, has been assigned to the Chair of the Audit Committee. The Chair must update the Audit Committee at the next regularly scheduled meeting of any services that he pre-approved between meetings.

NoIn ~~reports~~addition, onalthough ~~Form~~not ~~8-K~~required ~~were~~by ~~filed~~SEC ~~during~~rules, the ~~last~~Audit ~~quarter~~Committee requests a range of ~~the~~fees associated ~~period~~with each proposed service. Providing a range of fees for ~~which~~a ~~this~~service ~~report~~incorporates appropriate oversight and control of the Deloitte relationship, while permitting us to receive immediate assistance from Deloitte when time is ~~filed~~of the essence.

9The Audit Committee also reviews, at each of 26its regularly scheduled meetings:

~~Table~~• a listing of ~~Contents~~approved services since its last review; • a report summarizing the year-to-date services provided by the independent auditor, including fees paid for those services; and • a projection for the current fiscal year of estimated fees.

~~SIGNATURES~~In addition, the policy prohibits us from engaging the independent registered public accountants for services billed on a contingent fee basis and from hiring for financial accounting and management positions current or former employees of Deloitte who have not satisfied the statutory cooling-off period.

~~Pursuant~~ to7 ~~the requirements~~ of ~~Section 13 or 15(d) of the Securities Exchange~~28 ~~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~~PART ~~to the requirements of the Securities Exchange Act of 1934, this~~IV ~~report has been signed below by the following persons on behalf of the~~ ~~Registrant and in the capacities and on the date indicated.~~

~~/s/~~Item ~~Kevin T~~15. ~~Knight~~Exhibits ~~/s/ Blake W. Nordstrom Kevin T. Knight Blake W. Nordstrom Director~~ and ~~President~~Financial ~~Director~~Statement ~~(Principal Executive Officer) /s/ Michael G~~Schedules. ~~Koppel /s/ Marc A. Anacker Michael G. Koppel Marc A. Anacker Vice President and Treasurer Director (Principal Accounting and Financial Officer)~~

~~Date:~~(a)1. ~~April 17,~~Financial ~~2003~~Statements

10The following consolidated financial statements of 26the Company and the Report of Independent Registered Public Accounting Firm are incorporated by reference in Part II, Item 8:

~~Table~~Report of ~~Contents~~Independent Registered Public Accounting Firm Consolidated Statements of Earnings Consolidated Balance Sheets Consolidated Statements of Shareholder’s Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements

~~CERTIFICATIONS~~(a)2. Financial Statement Schedules

~~Certification~~The ~~required~~financial bystatement ~~Section 302(a)~~schedule oflisted in the ~~Sarbanes-Oxley~~Index ~~Act~~to Consolidated Financial Statements and Schedule on page 10 of ~~2002~~this report is incorporated herein by reference.

I,(a)3. ~~Kevin~~Exhibits T.are ~~Knight,~~incorporated ~~certify~~herein ~~that:~~by reference or are filed with this report as set forth in the Index to Exhibits on pages 25 through 28 hereof.

~~1. I~~ ~~have~~8 ~~reviewed this annual report on Form 10-K~~ of ~~Nordstrom Credit, Inc.;~~28

2. BasedTable 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; Contents

~~3. Based on my knowledge, the financial statements, and other financial~~SIGNATURES ~~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~~Pursuant ~~registrant’s~~to ~~other~~the ~~certifying~~requirements ~~officers~~of ~~and~~Section 13 Ior ~~are~~15(d) ~~responsible~~of ~~for establishing~~the ~~and~~Securities ~~maintaining~~Exchange ~~disclosure~~Act ~~controls~~of ~~and~~1934, ~~procedures~~the Registrant ~~(as~~has ~~defined~~duly ~~in Exchange~~caused ~~Act~~this ~~Rules 13a-14~~report ~~and~~to ~~15d-14)~~be ~~for~~signed on its behalf by the ~~registrant~~undersigned, ~~and~~thereunto duly ~~have:~~authorized.

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;


	NORDSTROM CREDIT, INC.
	(Registrant)

Date: May 16, 2005	/s/	Michael G. Koppel

		Michael G. Koppel
		Vice President and Treasurer

~~b) evaluated~~Pursuant to the ~~effectiveness~~requirements of the ~~registrant’s~~Securities ~~disclosure~~Exchange ~~controls~~Act ~~and procedures as~~ of a1934, ~~date~~this ~~within~~report ~~90 days~~has ~~prior~~been tosigned below by the ~~filing~~following ~~date~~persons ofon ~~this~~behalf ~~annual report~~of (the ~~“Evaluation~~Registrant ~~Date”);~~and in the capacities and on the date indicated.

~~c) presented~~/s/ inKevin ~~this~~T. ~~annual~~Knight ~~report~~/s/ ~~our~~Blake ~~conclusions~~W. ~~about~~Nordstrom ~~the~~Kevin ~~effectiveness~~T. Knight Blake W. Nordstrom Director and President Director and Chairman of the ~~disclosure~~Board ~~controls~~(Principal Executive Officer) /s/ Michael G. Koppel /s/ Marc A. Anacker Michael G. Koppel Marc A. Anacker Vice President and ~~procedures~~Treasurer ~~based~~Director, onVice ~~our~~President ~~evaluation~~and as(Principal ofAccounting ~~the Evaluation~~and ~~Date;~~ Assistant Treasurer Financial Officer) /s/ David L. Mackie /s/ Mindy Harris David L. Mackie Mindy Harris Secretary Vice President and Assistant Secretary

~~5. The registrant’s other certifying officers and I have disclosed, based on~~Date: ~~our most recent evaluation~~May 16, ~~to the registrant’s auditors and the audit~~2005 ~~committee of registrant’s board of directors (or persons performing the~~ ~~equivalent functions):~~

~~a) all~~ ~~significant~~9 ~~deficiencies in the design or operation~~ of ~~internal~~28 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) anyTable fraud,of whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and Contents

~~6. The~~Nordstrom ~~registrant’s~~Credit, ~~other~~Inc. ~~certifying officers~~ and ~~I have indicated in this~~Subsidiary ~~annual~~Index ~~report~~To ~~whether~~Consolidated ~~there~~Financial ~~were~~Statements 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.~~Schedule

Date: April 17, 2003		/s/	Kevin T. Knight
	Page
			Kevin T. Knight
	Number
			President
Report of Independent Registered Public Accounting Firm		11
Consolidated Statements of Earnings		12
Consolidated Balance Sheets		13
Consolidated Statements of Shareholder’s Equity		14
Consolidated Statements of Cash Flows		15
Notes to Consolidated Financial Statements		16
Additional financial information required to be furnished —
Financial Statement Schedule:
Schedule II — Valuation and Qualifying Accounts		24

11All ofother 26schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the consolidated financial statements or notes thereto.

~~Table~~ 10 of ~~Contents~~28

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

I,REPORT ~~Michael~~OF G.INDEPENDENT ~~Koppel,~~REGISTERED ~~certify~~PUBLIC ~~that:~~ACCOUNTING FIRM

~~1. I~~To ~~have~~the ~~reviewed~~Board ~~this~~of ~~annual~~Directors ~~report~~and onShareholder ~~Form 10-K~~ of Nordstrom Credit, Inc.; Centennial, Colorado

~~2. Based~~We onhave myaudited ~~knowledge,~~the ~~this~~accompanying ~~annual~~consolidated ~~report~~balance ~~does~~sheets ~~not~~of ~~contain~~Nordstrom ~~any~~Credit, ~~untrue~~Inc. and ~~statement~~subsidiary (the “Company”) as of aJanuary 29, ~~material~~2005 ~~fact~~and orJanuary 31, ~~omit~~2004, toand ~~state~~the arelated consolidated ~~material~~statements ~~fact~~of ~~necessary~~earnings, toshareholder’s ~~make~~equity, and cash flows for each of the three years in the ~~statements~~period ~~made~~ended January 29, in2005. ~~light~~Our ofaudits also included the ~~circumstances~~financial ~~under~~statement schedule ~~which~~listed ~~such~~in ~~statements~~the accompanying Index to Consolidated Financial Statements and Schedule at Item ~~were~~15. ~~made,~~These ~~not~~financial ~~misleading~~statements ~~with~~and ~~respect~~financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the ~~period~~financial ~~covered~~statements byand financial ~~this~~statement ~~annual~~schedule based on our audits. ~~report;~~

3We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Based~~ onThose mystandards ~~knowledge,~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements, ~~and~~are ~~other~~free ~~financial~~of material misstatement. The ~~information~~Company ~~included~~is innot ~~this~~required ~~annual~~to ~~report~~have, ~~fairly~~nor ~~present~~were inwe ~~all~~engaged ~~material~~to perform, an audit of its internal control ~~respects~~over ~~the~~financial reporting. Our audits included consideration of internal control over financial reporting ~~condition~~as a basis for designing audit procedures that are appropriate in the circumstances, ~~results~~but not for the purpose of ~~operations~~expressing ~~and~~an ~~cash~~opinion ~~flows~~on the effectiveness of the Company’s internal control ~~registrant~~over asfinancial ofreporting. Accordingly, ~~and~~we ~~for~~express no such opinion. An audit also includes examining, on a test basis, evidence supporting the ~~periods~~amounts ~~presented~~and disclosures in ~~this~~the ~~annual~~financial statements, ~~report;~~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.

~~4. The~~In ~~registrant’s~~our ~~other~~opinion, ~~certifying~~such ~~officers~~consolidated financial statements present fairly, in all material respects, the financial position of Nordstrom Credit, Inc. and Isubsidiary ~~are~~as ~~responsible~~of ~~for~~January 29, 2005 and January ~~establishing~~31, 2004, and ~~maintaining~~the ~~disclosure~~results ~~controls~~of their operations and ~~procedures~~their ~~(as~~cash ~~defined~~flows for each of the three years in ~~Exchange~~the ~~Act~~period ~~Rules~~ended January ~~13a-14~~29, ~~and~~2005, ~~15d-14)~~in ~~for~~conformity with accounting principles generally accepted in the ~~registrant~~United ~~and~~States ~~have:~~of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

~~a) designed~~As ~~such~~discussed ~~disclosure~~in ~~controls and procedures to ensure that material~~Note 14, ~~information relating to~~ the ~~registrant,~~accompanying ~~including its~~ consolidated ~~subsidiaries,~~ isstatements ~~made~~of ~~known~~cash toflows usfor bythe ~~others~~years ended ~~within~~January ~~those entities~~31, ~~particularly during~~2004 ~~the~~and ~~period~~2003 inhave ~~which~~been ~~this annual report is being prepared;~~restated.

~~b) evaluated the effectiveness of the registrant’~~/s/ ~~disclosure~~Deloitte ~~controls~~& ~~and~~Touche LLP ~~procedures~~Seattle, ~~as of a date within 90~~Washington May ~~days~~13, ~~prior to the filing date of this annual~~2005 ~~report (the “Evaluation Date”); and~~

~~c) presented~~ in11 ~~this annual report our conclusions about the effectiveness~~ of ~~the~~ ~~disclosure controls and procedures based on our evaluation as of the~~28 ~~Evaluation Date;~~

5. TheTable 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): Contents

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

~~b) any~~Consolidated ~~fraud,~~Statements ~~whether~~of ~~or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and~~ Earnings

~~6. The~~(Dollars ~~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. thousands)

Date: April 17, 2003	/s/		Michael G. Koppel
Fiscal Year	2004			2003			2002
			Michael G. Koppel
Revenue:
			Vice President and Treasurer
Finance charge income	$	94,806		$	97,840		$	101,331
Other fees and charges		7,713			8,589			10,985
Total revenue		102,519			106,429			112,316
Expenses:
Interest expense		(23,456	)		(22,022	)		(23,786	)
Servicing and marketing fees paid to Nordstrom fsb		(12,403	)		(14,523	)		(14,684	)
Selling, general and administrative		(1,085	)		(1,187	)		(1,335	)
Total expenses		(36,944	)		(37,732	)		(39,805	)
Interest income		5,649			1,909			1,095
Operating income		71,224			70,606			73,606
Other income		1,129			1,132			1,700
Earnings before income taxes		72,353			71,738			75,306
Income taxes		(26,409	)		(26,184	)		(27,487	)
Net earnings	$	45,944		$	45,554		$	47,819

12The accompanying Notes to Consolidated Financial Statements are an integral part of 26these statements.

~~Table~~ 12 of ~~Contents~~28

NordstromTable Credit,of Inc. and Subsidiary Index To Consolidated Financial Statements and Schedule Contents

		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

Nordstrom Credit, Inc. and Subsidiary

~~All~~Consolidated ~~other~~Balance ~~schedules have been omitted because they are inapplicable, not required or the information is included elsewhere in the financial statements or notes thereto.~~ Sheets

13(Dollars ofin 26 thousands, except per share amounts)


	January 29,		January 31,
	2005		2004
ASSETS
Cash and cash equivalents	$	363	$	338
Retail charge card receivables, net		560,102		575,792
Investment in master trust certificates		275,000		—
Receivable from parent and affiliates and other receivables, net		30,086		20,558
Notes receivable from affiliates		35,335		205,435
Land, leasehold improvements and equipment, net		441		279
Deferred taxes and other assets		6,687		7,554

	$	908,014	$	809,956


LIABILITIES AND SHAREHOLDER’S EQUITY
Payable to affiliates, net	$	3,695	$	2,427
Note payable to Nordstrom, Inc.		171,800		118,850
Accrued interest, taxes and other		6,455		6,017
Long-term debt, net		396,027		397,500
Other liabilities		13,836		14,905


Total liabilities		591,813		539,699

Common stock, $0.50 par value 100,000 shares authorized; 10,000 shares issued and outstanding		5		5
Additional paid in capital		55,054		55,054
Retained earnings		261,142		215,198

Total shareholder’s equity		316,201		270,257


	$	908,014	$	809,956

~~INDEPENDENT~~The ~~AUDITORS’~~accompanying ~~REPORT~~Notes to Consolidated Financial Statements are an integral part of these statements.

~~Board~~ 13 of ~~Directors~~28 ~~Nordstrom Credit, Inc. Englewood, Colorado~~

WeTable 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. Contents

WeNordstrom 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 examiningCredit, ~~on a test basis, evidence supporting the amounts and disclosures in the financial statements~~Inc. ~~An audit also includes assessing the accounting principles used~~ and ~~significant estimates made by management, as well as~~Subsidiary ~~evaluating the overall financial statement presentation. We believe that our~~ ~~audits provide a reasonable basis for our opinion.~~

InConsolidated ~~our~~Statements ~~opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position~~ of ~~Nordstrom~~Shareholder’s 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. Equity

~~/s/~~(Dollars ~~Deloitte~~in &thousands ~~Touche~~except ~~LLP Seattle,~~per ~~Washington April 17,~~share ~~2003~~ amounts)

14 of 26


	Common Stock, $0.50 par value,
	100,000 shares authorized				Additional
					Paid-in		Retained
	Shares		Amount		Capital		Earnings		Total
Balance at January 31, 2002		10,000	$	5	$	55,054	$	121,825	$	176,884
Net earnings		—		—		—		47,819		47,819

Balance at January 31, 2003		10,000		5		55,054		169,644		224,703
Net earnings		—		—		—		45,554		45,554

Balance at January 31, 2004		10,000		5		55,054		215,198		270,257
Net earnings		—		—		—		45,944		45,944

Balance at January 29, 2005		10,000	$	5	$	55,054	$	261,142	$	316,201

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

~~Nordstrom~~14 ~~Credit, Inc. and Subsidiary Consolidated Statements~~ of ~~Earnings~~28 ~~(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~~Nordstrom ~~accompanying~~Credit, ~~Notes~~Inc. toand ~~Consolidated Financial Statements are an integral~~Subsidiary ~~part of these statements.~~

15Consolidated Statements of 26 Cash Flows

~~Table~~(Dollars ofin ~~Contents~~thousands)

Nordstrom Credit, Inc. and Subsidiary Consolidated Balance Sheets (Dollars in thousands)


Fiscal Year	2004			2003			2002
				AS RESTATED, SEE NOTE 14
Operating Activities:
Net earnings	$	45,944		$	45,554		$	47,819
Adjustments to reconcile net earnings to net cash from operating activities:
Depreciation and amortization		140			116			425
Deferred income taxes		408			731			(6,189	)
Change in operating assets and liabilities:
Receivable from parent and affiliates and other receivables, net		(14,986	)		15,567			(16,036	)
Other assets		(82	)		315			(328	)
Payable to parent and affiliates, net		7,167			(5,892	)		(18,663	)
Accrued interest, taxes and other		438			5,064			(6,085	)
Other liabilities		(1,069	)		(965	)		(49	)

Net cash from operating activities		37,960			60,490			894


Investing Activities:
Decrease in retail charge card receivables, net		15,690			18,658			23,645
Increase in notes receivable from affiliates		(104,900	)		(121,040	)		(46,300	)
(Additions) retirements to property and equipment		(202	)		(30	)		1,053
Proceeds from sale of assets		—			—			20,000

Net cash used in investing activities		(89,412	)		(102,412	)		(1,602	)


Financing Activities:
Borrowings under note payable to Nordstrom, Inc.		52,950			44,390			74,460
Principal payments on long-term debt		(1,473	)		(2,500	)		(76,750	)

Net cash from (used in) financing activities		51,477			41,890			(2,290	)

Net increase (decrease) in cash and cash equivalents		25			(32	)		(2,998	)
Cash and cash equivalents at beginning of year		338			370			3,368


Cash and cash equivalents at end of year	$	363		$	338		$	370

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.

~~The~~15 ~~accompanying Notes to Consolidated Financial Statements are an integral part~~ of ~~these statements.~~28

16Table of 26 Contents

~~Table~~Nordstrom ofCredit, ~~Contents~~Inc. and Subsidiary

~~Nordstrom~~Notes ~~Credit,~~to ~~Inc. and Subsidiary~~ Consolidated ~~Statements~~Financial ~~of Investment of Nordstrom (Dollars in thousands except per share amounts)~~ Statements

		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

(Dollars in thousands)

~~The~~Note ~~accompanying~~1 ~~Notes~~– toDescription ~~Consolidated Financial Statements are an integral part~~ of ~~these statements.~~Business

17Nordstrom Credit, Inc. (the “Company”) is a wholly-owned subsidiary of 26Nordstrom, Inc. The Company was incorporated in the state of Washington in 1982 and reincorporated in the state of Colorado in 1990. Our primary business is to finance retail charge card receivables generated under revolving charge accounts through sales of merchandise in Nordstrom, Inc. stores (the “Receivables”). The Receivables originate through the use of Nordstrom, Inc. retail charge cards issued by Nordstrom fsb (the “Bank”), a federal savings association organized as a wholly-owned subsidiary of Nordstrom, Inc. The Bank was formerly known as Nordstrom National Credit Bank, a national banking association organized on August 30, 1991. The credit segment disclosed in the Nordstrom, Inc. financial statements includes our financial information as well as the Bank’s financial information.

~~Table~~Under an operating agreement dated August 30, 1991, as amended on March 1, 2000 and October 1, 2001, we purchase the Receivables from the Bank for a price equal to the amount of ~~Contents~~the Receivables originated. The Bank performs the servicing functions for the Receivables. We pay an annual servicing fee of 2% to the Bank based on the average balance of the Receivables. We also pay a monthly marketing fee to the Bank for its marketing efforts to increase retail charge card receivable balances upon which we earn finance charge income.

~~Nordstrom~~On ~~Credit~~October 1, ~~Inc.~~2001, ~~and~~we ~~Subsidiary Consolidated~~established ~~Statements~~a ofwholly-owned ~~Cash~~subsidiary, ~~Flows~~Nordstrom Private Label Receivables LLC (~~Dollars~~“NPLR”) in ~~thousands)~~connection with the issuance of the $300 million receivable-backed securities supported by the Receivables. We sell substantially all of the Receivables to NPLR. The receivables sold to NPLR are then pledged to Wilmington Trust, the Owner Trustee, who issues certificates that are backed by the receivables.

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

We have an investment agreement with Nordstrom, Inc. (the “Investment Agreement”) dated October 8, 1984, which, among other things, governs ownership of our stock and the financial relationships between us. The Investment Agreement requires that Nordstrom, Inc. maintain our ratio of earnings available for fixed charges to fixed charges at not less than 1.25:1 and further requires that Nordstrom, Inc. retain ownership of all of our outstanding shares of stock. This agreement does not, however, represent a guarantee by Nordstrom, Inc. of payment for any of our obligations.

~~The~~In ~~accompanying~~2004, ~~Notes~~we toexchanged affiliate ~~Consolidated~~receivables ~~Financial~~from ~~Statements~~the ~~are~~Bank for an ~~integral~~investment in master trust ~~part~~certificates of(“2004 ~~these~~Notes”) ~~statements~~issued by a trust (the “Trust”) that owns Nordstrom fsb co-branded VISA credit card receivables. The 2004 Notes were purchased by us at par (see Note 7).

18Note 2 – Summary of 26Significant Accounting Policies

~~Table~~Change in Fiscal Year: On February 1, 2004, our fiscal year-end changed from January 31 to the Saturday closest to January 31. Our new fiscal year consists of ~~Contents~~four, 13 week quarters, with an extra week added onto the fourth quarter every five to six years. All references to 2004 relate to the fifty-two weeks ended January 29, 2005. References to 2003 and 2002 relate to the years ending January 31, 2004 and 2003.

Principles of Consolidation: The consolidated financial statements include the balances of Nordstrom Credit, Inc. and ~~Subsidiary Notes~~Nordstrom toPrivate ~~Consolidated~~Label ~~Financial~~Receivables ~~Statements (Dollars~~LLC. We eliminate all intercompany transactions and balances in ~~thousands)~~consolidation.

~~Note~~16 1of ~~- Description Of Business~~28

WeTable 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. Contents

~~Under~~Note 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~~Summary ~~generated from these Accounts. Effective November 2001, we pay a servicing fee~~ of 2%Significant toAccounting ~~the~~Policies ~~Bank based on average accounts receivable balances~~(Cont. ~~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.~~

OnUse ~~October 1,~~of ~~2001,~~Estimates: weWe ~~established~~make aestimates ~~wholly-owned~~and ~~subsidiary,~~assumptions ~~Nordstrom~~that ~~Private Label~~affect ~~Receivables LLC (NPLR) in connection with~~ the ~~issuance~~reported ofamounts ~~the~~in ~~$300~~the ~~million~~consolidated ~~receivable-backed~~financial ~~securities~~statements ~~supported~~and byaccompanying ~~our private label receivables~~notes. WeActual ~~sell~~results ~~substantially~~could ~~all~~differ offrom ~~the~~those ~~private label receivables to NPLR~~estimates. ~~The receivables sold to NPLR are then pledged to Wilmington Trust, the~~ ~~Owner Trustee, who issues certificates that are backed by the receivables.~~

InRestatement: ~~the~~The ~~first~~consolidated statements ~~quarter~~ of ~~2000,~~cash weflows ~~implemented a customer loyalty program~~ for the ~~Nordstrom~~ ~~private~~years ~~label~~ended 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,~~2004 ~~we recorded the expense as the reward~~and ~~points~~2003 ~~were~~have ~~earned~~been restated. ~~Effective~~See ~~February~~Note 1,14 ~~2002,~~for a ~~the~~reconciliation ~~reward~~of ~~points are~~the ~~expensed~~amounts bypreviously ~~Nordstrom~~reported.

WeReclassifications: ~~have~~Certain anreclassifications ~~investment agreement with Nordstrom (the “Investment Agreement”) dated October 8, 1984, which, among other things, governs ownership~~ of ~~our stock~~prior ~~and~~year ~~the~~balances ~~financial~~have ~~relationships~~been ~~between~~made ~~us. The Investment Agreement requires that Nordstrom maintain our ratio of earnings available~~ for ~~fixed~~consistent ~~charges~~presentation towith ~~fixed~~the ~~charges~~current ~~at not less than 1~~year.~~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~~Cash 2Equivalents: Cash equivalents represent short-term ~~Summary~~investments Ofwith ~~Significant~~a ~~Accounting~~maturity ~~Policies~~of three months or less from the time of purchase.

~~Basis~~Other ofFees ~~Presentation~~and Charges: ~~The consolidated financial statements include the~~Other ~~balances~~fees ~~of Nordstrom Credit, Inc.~~ and ~~Nordstrom~~charges ~~Private~~consist ~~Label~~primarily ~~Receivables~~of ~~LLC. We~~income ~~eliminate~~from ~~all~~late ~~significant~~fees ~~intercompany~~generated ~~transactions~~by ~~and balances in~~the ~~consolidation~~Receivables.

19Asset Impairment: We review our long-lived assets annually for impairment or when events or changes in circumstances indicate the carrying value of 26these assets may not be recoverable.

~~Table~~Fair Value of ~~Contents~~Financial Instruments: The carrying amount of cash equivalents, retail charge card receivables, notes receivable and notes payable approximate fair value because of the short maturity of these instruments. The fair value of long-term debt (including current maturities), using quoted markets prices of the same or similar issues with the same remaining term to maturity, is approximately $402,600 and $419,200 at the end of 2004 and 2003.

~~Note~~Segment: 2Nordstrom -Credit, Inc. ~~Summary~~operates Ofin one ~~Significant~~reporting ~~Accounting Policies (Cont~~segment.)

~~Use~~Revenue ofRecognition ~~Estimates~~Policy: We ~~make~~recognize ~~estimates~~finance charges, late fees, or cash advance fees when earned and ~~assumptions~~accrue ~~that~~for ~~affect~~any earned but not yet billed charges and fees. We recognize finance charges on delinquent accounts until the ~~reported~~account ~~amounts~~is written off or when an account is placed into a debt management program. Payments received for these accounts are recorded in the same ~~financial~~manner ~~statements~~as ~~and~~other ~~accompanying notes~~accounts. ~~Actual~~Our ~~results~~approach for resuming accrual of ~~could~~interest ~~differ~~on ~~from~~these ~~those~~accounts ~~estimates~~is made on an account by account basis.

~~Reclassifications:~~Note ~~Certain~~3 ~~reclassifications~~– ofRelated ~~prior~~Party ~~year balances have been~~Transactions ~~made for consistent presentation with the current year.~~

~~Cash~~In ~~Equivalents:~~January 2003, ~~Cash~~we ~~equivalents~~sold ~~represent~~our ~~short-term~~building ~~investments~~in ~~with~~Centennial, Colorado and Nordstrom, Inc. subsequently leased it back from a third party. The gain of $16,022 was deferred and recognized as other ~~maturity~~liabilities and is being amortized evenly over the 15 year life of the lease in other income. We pay rent monthly to Nordstrom, Inc. under a renewable three-year ~~months~~sublease oragreement ~~less~~expiring in 2005. Rent paid to Nordstrom, Inc. was $1,612, $1,596 and $73 in 2004, 2003 and 2002. The future minimum lease payment for fiscal year 2005 is $1,554. We sublease space in the building to the Bank under a renewable three-year term expiring in 2005, paid on a month-to-month basis. Rent received from the ~~time~~Bank ofwas ~~purchase~~$1,612, $1,596 and $1,664 in 2004, 2003 and 2002. The future minimum sublease income for fiscal year 2005 is $1,554.

~~Asset~~We ~~Impairment:~~also Weown ~~review~~property ~~our~~adjacent ~~long-lived~~to ~~assets~~the ~~annually~~office ~~for~~building ~~impairment~~on orwhich Nordstrom, Inc. locates its data ~~when~~center. ~~events~~Rent orreceived ~~changes~~from inNordstrom, ~~circumstances~~Inc. ~~indicate~~for the ~~carrying~~data ~~value~~center, ofunder ~~these~~a month-to-month agreement, ~~assets~~was ~~may~~$60, ~~not~~$60 beand ~~recoverable~~$61 in 2004, 2003 and 2002.

~~Fair~~We ~~Value~~pay ofa ~~Financial~~monthly ~~Instruments:~~marketing ~~The~~fee ~~carrying~~to ~~amount~~the ofBank ~~cash~~for ~~equivalents, customer~~its ~~accounts~~marketing ~~receivable,~~efforts ~~notes~~to ~~receivable~~increase ~~and~~customer ~~notes payable approximate~~accounts ~~fair~~receivable ~~value~~balances ~~because~~upon ofwhich ~~the~~we ~~short~~earn ~~maturity~~finance ofcharge ~~these instruments~~income. The ~~fair~~fee ~~value of~~is ~~long-term~~based ~~debt~~on ~~(including~~the ~~current~~amount ~~maturities),~~of revenue ~~using~~generated ~~quoted~~by ~~markets~~our ~~prices of~~retail ~~the~~charge ~~same~~card orreceivables. ~~similar~~Fees ~~issues~~paid ~~with~~to the ~~same~~Bank ~~remaining~~were ~~term to maturity~~$1,177, ~~is approximately~~ $~~435~~3,~~100~~ 032 and $~~471~~4,~~251~~353 atin ~~January 31~~2004, 2003 and 2002.

~~Recent~~Receivables ~~Accounting~~From ~~Pronouncements:~~Parent and Affiliates

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.


	January 29,		January 31,
	2005		2004
Due from Nordstrom, Inc., net	$	12,767	$	1,672
Due from Nordstrom fsb		14,351		16,115
Due from other affiliates		—		27

	$	27,118	$	17,814

We17 ~~adopted SFAS No. 145 “Rescission~~ of ~~FASB Statements No. 4, 44, and 64,~~28 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.

SFASTable 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. Contents

Note 3 -– Related Party Transactions (Cont.) Payables to Affiliates

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.


	January 29,		January 31,
	2005		2004
Due to Nordstrom Credit Card Receivables LLC	$	3,695	$	2,427

20The receivables from and payables due to the Parent and affiliates are the result of 26related party financing activities.

~~Table~~Note of4 ~~Contents~~– Interest Expense and Interest Income

~~Note~~The 3components -of ~~Related~~interest ~~Party~~expense ~~Transactions~~and ~~(Cont.)~~interest income are as follows:

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.


Fiscal Year	2004			2003			2002
Note payable to Nordstrom, Inc.	$	(2,543	)	$	(855	)	$	(785	)
Short-term debt		—			—			(331	)
Long-term debt		(20,913	)		(21,167	)		(22,670	)

Total interest expense	$	(23,456	)	$	(22,022	)	$	(23,786	)


Interest income from master trust certificates and other		4,582			33			56
Interest income from affiliates		1,067			1,876			1,039

Total interest income	$	5,649		$	1,909		$	1,095

We18 ~~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~~28 ~~customer accounts receivable. Fees paid to the Bank were $4,353, $5,899 and $10,300 in 2002, 2001 and 2000.~~

NoteTable 4of - Interest, Net Contents

~~The~~Note ~~components~~5 of– ~~interest,~~Income ~~net are as follows:~~Taxes

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

We file consolidated income tax returns with Nordstrom, Inc. Income taxes have been provided on a separate return basis, and the difference between the effective tax rate and the statutory Federal income tax rate is due to the provision for state and local income taxes. At the end of 2004, amounts due to Nordstrom, Inc. for income taxes totaled $2,413 and are included in Receivable from affiliates and other receivables, net. At the end of 2003, amounts due to Nordstrom, Inc. for income taxes totaled $2,240, and are included in Payable to affiliates, net. The components of income taxes are as follows:

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


Fiscal Year	2004		2003		2002
Current income taxes:
Federal	$	24,707	$	24,328	$	32,361
State and local		1,294		1,125		1,315

Total current income taxes		26,001		25,453		33,676
Deferred income taxes		408		731		(6,189	)

Total income taxes	$	26,409	$	26,184	$	27,487

~~Note~~Deferred 5income -tax ~~Income~~assets ~~Taxes~~and liabilities result from temporary differences in the timing of recognition of revenue and expenses for tax and financial reporting purposes. The deferred tax assets are related to the sale of our building in Centennial, Colorado and the subsequent amortization of the deferred gain (see Note 3).

WeNote 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~~Retail ~~included~~Charge ~~in Receivable~~Card ~~from affiliates and other receivables, net and Payable to~~Receivables ~~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

Retail charge card receivables, net, consists of the following:

21 of 26


	January 29,			January 31,
	2005			2004
Retail charge card receivables:
Unrestricted receivables	$	11,105		$	6,120
Restricted receivables		568,062			589,992
Allowance for doubtful accounts		(19,065	)		(20,320	)


Retail charge card receivables, net	$	560,102		$	575,792

~~Table~~Nordstrom, ofInc. ~~Contents~~bears the bad debt expense charged to the allowance for doubtful accounts.

~~Note~~Our 5restricted trade receivables relate to the Nordstrom, Inc. retail charge card and support the $300,000 receivable-backed ~~Income~~securities ~~Taxes~~and the $50,000 variable funding note renewed in May 2004 and amended in December 2004 (~~Cont.~~see Note 11). The unrestricted trade receivables consist primarily of certain Receivables that are not eligible to support the $300,000 receivable-backed securities, such as foreign and employee receivables exceeding a contractual threshold.

~~Deferred~~Total ~~income~~principal ~~tax~~receivables ~~assets~~of ~~and~~the ~~liabilities~~securitized ~~result~~portfolio ~~from~~at ~~temporary differences in~~ the ~~timing~~end of ~~recognition~~2004 ofand ~~revenue~~2003 ~~and~~were approximately ~~expenses~~$566,967 ~~for~~and ~~tax~~$584,828, and ~~financial reporting~~receivables ~~purposes.~~more Atthan ~~January~~30 ~~31,~~days ~~2003,~~past ~~the~~due ~~deferred~~were ~~tax~~approximately $13,099 ~~asset~~and of $614,~~189~~910. ~~is related~~Net tocharged ~~the~~off ~~sale~~receivables offor ~~the~~2004, ~~Denver~~2003 ~~Credit~~and ~~building~~2002 ~~(see~~were ~~Note~~$25,370, 8)$28,703 and $29,555.

~~Note~~19 6of ~~- Customer Accounts Receivable~~28

CustomerTable accounts receivable, net, consists of the following: Contents

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

Note 7 – Investment in Master Trust Certificates

WeOn ~~have~~March 31, no2004, we exchanged $200,000 of affiliate receivables from the Bank for the 2004 Notes issued by the Trust that owns Nordstrom fsb co-branded VISA credit ~~risk~~card ~~with~~receivables. ~~respect~~The 2004 Notes were purchased by us at par for a face amount of $200,000. Interest earned is based on one month LIBOR and a credit spread index (2.8% at January 29, 2005). Maturity is subject to annual renewal by the ~~Accounts~~Bank and us. The principal balances can change subject to agreement and other approvals required by the governing transaction documents. Under these terms, aswe ~~Nordstrom~~increased ~~bears~~the face value of the 2004 Notes on June ~~risk~~30 and December 31, 2004 by $50,000 and $25,000, respectively, to $275,000 by exchanging additional affiliate receivables. The 2004 Notes are accounted for as available-for-sale securities under Statement of ~~credit~~Financial ~~loss~~Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities.” The coupon is structured to equal the yield on the valuation date. Consequently, fair value always equals par value on the balance sheet date.

~~Through~~Note ~~April 30,~~8 ~~2002,~~– weNotes ~~owned~~Receivable anfrom ~~undivided, subordinate interest (Class B~~Affiliates ~~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.

InNotes ~~2001,~~receivable wefrom ~~issued~~affiliates ~~$300 million~~consists of ~~receivable-backed~~amounts ~~securities~~due ~~supported~~from ~~by substantially~~the ~~all~~Bank offor ~~our~~borrowings ~~private~~under ~~label~~an agreement ~~credit~~dated ~~card~~March 1, ~~receivables~~2004. ~~This~~Borrowings under the agreement with the Bank are due upon prior ~~transaction~~written isnotice ~~accounted~~of ~~for~~no asless athan ~~secured~~one ~~financing~~year and one day. The ~~private label~~agreement ~~receivables~~bears ~~also~~interest ~~serve~~at asrates ~~collateral~~based ~~for~~on athe ~~variable~~A1/P1 Commercial ~~funding~~Paper ~~facility~~rate ~~with~~(2.6% ~~a limit~~at January 29, 2005). At the end of 2004 and 2003, $~~200 million.~~35,335 ~~Nothing~~and $205,435 was outstanding on ~~this~~the ~~facility~~note onreceivable ~~January 31, 2003~~from the Bank.

~~Total~~Note ~~principal~~9 ~~receivables~~– ~~of the securitized portfolio at January 31~~Land, ~~2003 and~~Leasehold ~~2002~~Improvements ~~were approximately $609,784~~ and ~~$625,516, and receivables more than 30~~Equipment ~~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~~Land, ~~continuing~~leasehold ~~involvement~~improvements inand ~~the~~equipment ~~securitization~~consist of ~~private label receivables will include pledging new receivables to~~ the ~~master note trust and accounting~~following: ~~for the transaction as a secured financing. The Bank will continue to service~~ ~~the portfolio.~~

22 of 26


	January 29,			January 31,
	2005			2004
Land and land improvements	$	158		$	158
Leasehold improvements		42			17
Fixtures and equipment		371			181
Construction in progress		—			13

		571			369
Less accumulated depreciation		(130	)		(90	)

Land, leasehold improvements and equipment, net	$	441		$	279

~~Table~~20 of ~~Contents~~28

NoteTable 7of – Notes Receivable from Affiliates Contents

~~Notes~~Note ~~receivable~~9 ~~from~~– ~~affiliates consists of amounts due from the Bank for borrowings under an agreement dated May 1~~Land, ~~2002~~Leasehold ~~and~~Improvements ~~amounts due from Nordstrom for borrowings under an agreement dated February 1, 2002. Borrowings under the agreements are due upon demand~~ and ~~bear~~Equipment ~~interest at rates based on the A1/P1 Commercial Paper rate~~ (1Cont.~~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~~We 8compute –depreciation ~~Land,~~using ~~Buildings~~a combination of accelerated and ~~Equipment~~straight-line methods. Estimated useful lives by major asset category are as follows:

Land, buildings and equipment consist of the following:


Asset		Life (in years)
Leasehold improvements		Shorter of life of lease or asset life
Fixtures and equipment		3-15

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

Note 10 – Note Payable to Nordstrom, Inc.

InThe ~~January~~note ~~2003,~~payable weto ~~sold~~Nordstrom, ~~our~~Inc. ~~Credit~~represents ~~facility~~amounts inborrowed ~~Englewood,~~under ~~Colorado~~an ~~for~~agreement ~~$20,000~~dated February ~~and~~1, ~~Nordstrom~~2002. ~~subsequently~~Borrowings ~~leased~~under itthe ~~back~~agreement ~~from~~are adue ~~third~~upon ~~party.~~demand Weand ~~pay~~bear ~~rent monthly~~interest toat ~~Nordstrom~~rates ~~under~~based aon the ~~three-year~~A1/P1 ~~sublease~~Commercial ~~agreement.~~Paper ~~$103~~rate in(2.6% ~~gain was recorded~~ at ~~the~~January 29, ~~time~~2005). ofAt the ~~sale,~~end ~~while~~of ~~the~~2004 ~~remaining~~and ~~gain~~2003, ofthere was $15171,~~919~~800 ~~will~~and ~~be recognized~~$118,850 asoutstanding aon ~~reduction to rent expense evenly over~~ the ~~15 year~~note ~~life of the lease~~payable.

WeA ~~compute~~summary ~~depreciation using a combination~~ of ~~accelerated~~notes ~~and~~payable ~~straight-line methods.~~is ~~Estimated useful lives by major asset category are~~ as follows:

Asset	Life (in years)
	January 29 2005			January 31 2004			January 31, 2003
Buildings		5-40
Average daily borrowings outstanding:
Fixtures and equipment		3-15
Nordstrom, Inc.	$	135,681		$	69,932		$	49,293
Leasehold improvements	Shorter of life of lease or asset life
Other		—			—			370
Software		3-7
Maximum amount outstanding:
Nordstrom, Inc.		285,925			232,575			166,285
Other		—			—			15,000
Weighted average interest rate:
During the year:
Nordstrom, Inc.		1.8	%		1.2	%		1.6	%
Other		—			—			2.0	%
At year-end:
Nordstrom, Inc.		2.6	%		1.2	%		1.3	%

23The other activity is related to short-term borrowings drawn on our variable funding note (see Note 6). Nothing was outstanding on this note at the end of 262004 and 2003.

~~Table~~Note of11 ~~Contents~~– Long-Term Debt

~~Note 9~~ Long-term ~~Note~~debt ~~Payable~~consists toof ~~Nordstrom~~the following:

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.


	January 29,		January 31,
	2005		2004
Notes payable, 6.7%, due 2005	$	96,027	$	97,500
Receivable-backed retail charge card term note, 4.82%, due 2006		300,000		300,000

Total long-term debt	$	396,027	$	397,500

~~Other~~Our ~~activity~~principal ~~during~~payments ~~the year is related to short-term borrowings drawn~~ on ~~our variable~~debt ~~funding~~will ~~note~~be ~~(see~~$96,027 ~~Note~~in ~~6).~~2005 ~~Nothing~~and ~~was outstanding on this note at January 31~~$300,000 ~~2003~~in 2006.

A21 ~~summary~~ of ~~notes payable is as follows:~~28

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 1011 -– Long-Term Debt (Cont.)

~~Long~~The agreement for our 6.7% medium-term ~~debt~~notes ~~consists~~contains restrictive covenants, which include maintaining a ratio of Earnings to Fixed Charges, as deemed by the agreement, ~~following:~~of at least 1.25 to 1.00. We are in full compliance with these restrictive covenants at January 29, 2005.

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

In 2004, we retired $1,473 of our 6.7% medium-term notes for a total cash payment of $1,552.

~~Our~~In ~~principal~~May 2004, ~~payments~~we onrenewed our ~~long-term~~variable ~~debt~~funding ~~will~~note bebacked by restricted retail charge card receivables and lowered the capacity by $~~100~~50,000 into ~~2005~~$150,000. This note is renewed annually and interest is paid based on the actual cost of commercial paper plus specified fees. We also pay a commitment fee for the note based on the amount of the facility. Nothing was outstanding on this note at the end of 2004 and 2003. In December 2004, we amended the variable funding note to lower our capacity by $~~300~~100,000 to $50,000, and allow the Bank access into ~~2006~~the remaining $100,000.

24Note of12 26– Supplementary Cash Flow Information

~~Table~~Supplementary ofcash ~~Contents~~flow information is as follows:

Note 11 - Supplementary Cash Flow Information


Fiscal year	2004		2003		2002
Cash paid during the year for:
Interest	$	21,944	$	22,032	$	25,263
Income taxes paid to Nordstrom, Inc.		26,236		26,985		30,736

~~Supplementary~~As ~~cash~~described ~~flow~~above ~~information~~in isNote as7, ~~follows:~~we exchanged notes receivable from affiliates for the 2004 Notes that represent undivided interests in a pool of VISA credit card receivables. The 2004 Notes have a face amount of $275,000 and were priced at par.

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

Initial expenses of $2,206 related to the securitization of retail charge card receivables were capitalized in other assets in November 2001. On a monthly basis, the amortized costs are recorded by Nordstrom, Inc. using the straight-line method over the 60-month life of the trust agreement. Year to date amortization of $441 and $455 in 2004 and 2003 was offset in receivable from and payable to parent and affiliates, net.

Note 1213 -– Selected Quarterly Data (Unaudited)

Year ended January 31, 2003

1st quarter

2nd quarter

3rd quarter

4th quarter

Total

Year ended January 29, 2005

1st quarter

2nd quarter

3rd quarter

4th quarter

Total

Revenue

2725,~~626~~390

2925,~~007~~534

2825,~~087~~382

2926,~~296~~213

~~114~~102,~~016~~519

Earnings before income taxes

1817,~~150~~207

1918,~~204~~329

18,~~235~~111

1918,~~717~~706

7572,~~306~~353

Net earnings

1110,~~530~~926

1211,~~194~~639

11,~~575~~501

1211,~~520~~878

4745,~~819~~944

Year ended January 31, 2002

1st quarter

2nd quarter

3rd quarter

4th quarter

Total

Year ended January 31, 2004

1st quarter

2nd quarter

3rd quarter

4th quarter

Total

Revenue

2926,~~317~~860

26,~~588~~289

2426,~~789~~337

2726,~~444~~943

~~108~~106,~~138~~429

Earnings before income taxes

817,~~610~~679

117,~~547~~799

418,~~675~~039

818,~~597~~221

2371,~~429~~738

Net earnings

511,~~410~~209

~~977~~11,320

211,~~935~~454

511,~~407~~571

1445,~~729~~554

2522 of 2628

~~Nordstrom~~Note ~~Credit,~~14 ~~Inc.~~– ~~and Subsidiary~~Restatement ~~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

Subsequent to issuance of our 2003 financial statements, we have corrected an error in our consolidated statements of cash flows for the years ended January 31, 2004 and 2003. We historically recognized the increase in notes receivable from affiliates in our consolidated statements of cash flows as a separate line item in operating activities. However, we determined that the increase in notes receivable from affiliates should be classified in investing activities and, accordingly, have restated the accompanying consolidated statements of cash flows for the years ended January 31, 2004 and 2003.

* BadThe ~~debt~~following ~~expenses~~table ~~are~~summarizes ~~reflected on~~ the ~~books~~impact of ~~Nordstrom~~the ~~for Accounts~~restatement: ~~generated through sales at Nordstrom stores.~~

26 of 26


	AS ORIGINALLY			RESTATEMENT
FISCAL YEAR 2003	REPORTED			ADJUSTMENT			AS RESTATED
CONSOLIDATED STATEMENT OF CASH FLOWS:
Net cash (used in) from operating activities	$	(60,550	)	$	121,040		$	60,490
Net cash from (used in) investing activities		18,628			(121,040	)		(102,412	)


	AS ORIGINALLY			RESTATEMENT
FISCAL YEAR 2002	REPORTED			ADJUSTMENT			AS RESTATED
CONSOLIDATED STATEMENT OF CASH FLOWS:
Net cash (used in) from operating activities	$	(45,406	)	$	46,300		$	894
Net cash from (used in) investing activities		44,698			(46,300	)		(1,602	)

~~EXHIBIT~~23 ~~INDEX~~of 28

	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

~~Table~~Nordstrom ofCredit, ~~Contents~~Inc. and Subsidiary

	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

Schedule II — Valuation and

~~Table~~Qualifying ~~of Contents~~Accounts

	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

(Dollars in thousands)


			Column C					Column D
Column A	Column B		Additions					Deductions		Column E
								Account
	Balance		Charged to		Charged			write-offs		Balance
	beginning		costs and		to other			net of		end of
Description	of period		expenses		accounts			recoveries		period
Allowance for doubtful accounts – Retail charge card receivables

Year ended:
January 29, 2005	$	20,320		—	$	24,115	*	$	25,370	$	19,065
January 31, 2004	$	22,385		—	$	26,638	*	$	28,703	$	20,320
January 31, 2003	$	23,022		—	$	28,918	*	$	29,555	$	22,385

	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

Bad debt expenses are reimbursed by Nordstrom, Inc. for Receivables generated through sales at Nordstrom, Inc. stores.

24 of 28

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	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 3.2

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	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 10.6

10.7	Second Amendment to the Corporate Services Agreement dated February 1, 2001 between Registrant and Nordstrom fsb, dated February 1, 2002	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 10.7

10.8	Business Account Operating Agreement dated February 1, 1997 between Registrant and Nordstrom, Inc.	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.16

10.9	Amendment to the Business Account Operating Agreement dated February 1, 1997 between Registrant and Nordstrom, Inc., dated October 1, 2001	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.17

25 of 28


Exhibit		Method of Filing
10.10	Second Amendment to the Business Account Operating Agreement dated February 1, 1997 between Registrant and Nordstrom, Inc., dated November 30, 2001	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.18

10.11	Recourse Agreement dated March 1, 2001 between Registrant and Nordstrom, Inc.	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.19

10.12	Amendment to the Recourse Agreement dated March 1, 2001 between Registrant and Nordstrom, Inc., dated October 1, 2001	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.20

10.13	Receivables Purchase Agreement dated October 1, 2001 between Registrant and Nordstrom Private Label Receivables, LLC	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.21

10.14	Transfer and Servicing Agreement dated October 1, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Wells Fargo Bank Minnesota, N.A., and Nordstrom Private Label Credit Card Master Note Trust	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.22

10.15	Master Indenture dated October 1, 2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A., as trustee	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.23

10.16	Series 2001-1 Indenture Supplement dated October 1, 2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A. as trustee	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.24

10.17	Series 2001-2 Indenture Supplement dated December 4, 2001 between Nordstrom Private Label Credit Card Master Note Trust and Wells Fargo Bank Minnesota, N.A. as trustee	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.25

10.18	Amended and Restated Trust Agreement dated October 1, 2001 between Nordstrom Private Label Receivables, LLC, and Wilmington Trust Company, as trustee	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2002, Exhibit 10.26

10.19	Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 10.25

26 of 28


Exhibit		Method of Filing
10.20	First Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated December 2, 2002	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 10.26

10.21	Second Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated December 2, 2003	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2004, Exhibit 10.25

10.22	Third Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated February 29, 2004	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended May 1, 2004, Exhibit 10.3

10.23	Fourth Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated May 28, 2004	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended May 1, 2004, Exhibit 10.4

10.24	Fifth Amendment to the Note Purchase Agreement dated December 4, 2001 between Nordstrom Private Label Receivables, LLC, Nordstrom fsb, Falcon Asset Securitization Corporation, and Bank One, NA, as agent, dated December 16, 2004	Incorporated by reference from Nordstrom, Inc.’s Form 10-K for the year ended January 29, 2005, Exhibit 10.25.

10.25	Loan agreement dated February 1, 2002 between Nordstrom, Inc. and Registrant	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended April 30, 2002, Exhibit 10.1

10.26	Loan agreement dated February 1, 2002 between Registrant and Nordstrom, Inc.	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended April 30, 2002, Exhibit 10.2

10.27	Amended and Restated Master Note Agreement dated March 1, 2004, between Nordstrom fsb and Registrant	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended May 1, 2004, Exhibit 10.1

10.28	Purchase and Sale Agreement dated December 16, 2002 between Registrant and Nudo-Weiner Associates, LLC	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 10.30

27 of 28


Exhibit		Method of Filing
10.29	First Amendment to the Purchase and Sale Agreement dated December 16, 2002 between Registrant and Nudo-Weiner Associates, LLC, dated December 19, 2002	Incorporated by reference from the Registrant’s Form 10-K for the year ended January 31, 2003, Exhibit 10.31

10.30	Note Purchase Agreement dated March 1, 2004, between Nordstrom Credit Card Receivables, LLC, Nordstrom fsb, and Registrant	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended May 1, 2004, Exhibit 10.2

10.31	Omnibus Amendment Agreement dated June 30, 2004, between Nordstrom Credit Card Receivables, LLC, and Registrant	Incorporated by reference from the Registrant’s Form 10-Q for the quarter ended July 31, 2004, Exhibit 10.1

10.32	Agreement Regarding the Note Purchase Agreements dated December 4, 2001 between Nordstrom Private Label Receivables, LLC and Nordstrom Credit Card Receivables LLC, dated December 16, 2004	Filed herewith electronically

12.1	Computation of Ratio of Earnings Available for Fixed Charges to Fixed Charges	Filed herewith electronically

23.1	Consent of Independent Registered Public Accounting Firm	Filed herewith electronically

31.1	Certification of President required by Section 302(a) of the Sarbanes-Oxley Act of 2002.	Filed herewith electronically

31.2	Certification of Vice President and Treasurer required by Section 302(a) of the Sarbanes-Oxley Act of 2002.	Filed herewith electronically

32.1	Certification of President and Vice President and Treasurer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Furnished herewith electronically

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

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

5. TheTable 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): Contents

NordstromTable Credit,of Inc. and Subsidiary Index To Consolidated Financial Statements and Schedule Contents

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NoteTable 4of - Interest, Net Contents

CustomerTable accounts receivable, net, consists of the following: Contents

NoteTable 7of – Notes Receivable from Affiliates Contents

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Filing Compare · NORDSTROM CREDIT INC