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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-Q
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File No. 1-6908
AMERICAN EXPRESS CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-1988350
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Christina Centre, 301 North Walnut Street 19801-2919
Suite 1002, Wilmington, Delaware (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 594-3350.
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT IN
ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT PERMITTED UNDER GENERAL
INSTRUCTIONS H(2).
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 14, 2002
- ---------------------------- --------------------------------
Common Stock, $.10 par value 1,504,938 shares
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
FORM 10-Q
INDEX
PART I. FINANCIAL INFORMATION Page No.
-------
Item 1. Financial Statements
Condensed consolidated statements
of income and retained earnings - three and nine
months ended September 30, 2002 and 2001 3
Condensed consolidated balance
sheets - September 30, 2002 and
December 31, 2001 4
Condensed consolidated statements
of cash flows - nine months ended
September 30, 2002 and 2001 5
Notes to condensed consolidated
financial statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Item 4. Controls and Procedures 12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
-2-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
PART I
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS
(Millions)
(Unaudited)
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------
REVENUES
Revenue earned from purchased
accounts receivable $ 479 $ 646 $1,486 $1,953
Interest income from investments 23 34 62 116
Interest income from affiliates 12 19 35 69
Other 2 4 4 8
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Total 516 703 1,587 2,146
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EXPENSES
Interest expense - other 201 328 615 1,007
Provision for losses, net
of recoveries 211 220 632 632
Interest expense - affiliates 28 35 76 139
Other 11 6 37 14
- --------------------------------------------------------------------------------------------------------
Total 451 589 1,360 1,792
- --------------------------------------------------------------------------------------------------------
Pretax income 65 114 227 354
Income tax provision 22 39 77 119
- --------------------------------------------------------------------------------------------------------
Net income 43 75 150 235
Retained earnings at beginning of period 2,375 2,151 2,268 1,991
- --------------------------------------------------------------------------------------------------------
Retained earnings at end of period $2,418 $2,226 $2,418 $2,226
- --------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements.
-3-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions, except share data)
(Unaudited)
SEPTEMBER 30, DECEMBER 31,
2002 2001
- --------------------------------------------------------------------------------------------------------
ASSETS
Cash and cash equivalents $ 805 $ 408
Investments 1,891 1,428
Accounts receivable, less credit reserves:
2002, $722; 2001, $847 19,502 22,201
Loans and deposits with affiliates 1,901 1,907
Deferred charges and other assets 483 598
- --------------------------------------------------------------------------------------------------------
Total assets $24,582 $26,542
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LIABILITIES AND SHAREHOLDER'S EQUITY
Short-term debt - other $10,494 $18,370
Short-term debt with affiliates 4,132 2,214
Current portion of long-term debt 3,091 800
Long-term debt with affiliate 943 910
Long-term debt - other 3,033 120
------- -------
Total debt 21,693 22,414
Due (from) to affiliates (194) 1,425
Accrued interest and other liabilities 820 503
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Total liabilities 22,319 24,342
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SHAREHOLDER'S EQUITY
Common stock-authorized 3 million
shares of $.10 par value; issued
and outstanding 1.5 million shares 1 1
Capital surplus 161 161
Retained earnings 2,418 2,268
Accumulated other comprehensive loss, net of tax:
Net unrealized securities losses (18) (4)
Net unrealized derivatives losses (299) (226)
- --------------------------------------------------------------------------------------------------------
Accumulated other comprehensive loss (317) (230)
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Total shareholder's equity 2,263 2,200
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Total liabilities and shareholder's equity $24,582 $26,542
- --------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements.
-4-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions)
(Unaudited)
NINE MONTHS ENDED
SEPTEMBER 30,
2002 2001
- ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 150 $ 235
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for losses 632 632
Amortization and other -- (1)
Changes in operating assets and liabilities:
Deferred tax assets 93 (196)
Interest receivable and other operating assets 104 67
Due to affiliates 49 145
Accrued interest and other liabilities 209 386
- ---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 1,237 1,268
- ---------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Accounts receivable 560 2,649
Recoveries of accounts receivable previously written off 179 141
Purchase of participation interest in seller's interest in
accounts receivable from an affiliate (1,518) (624)
Sale of participation interest in seller's interest in accounts
receivable to an affiliate 1,866 32
Sale of net accounts receivable to an affiliate 1,543 --
Purchase of net accounts receivable from an affiliate (563) (655)
Purchase of investments (579) (406)
Maturity of investments 95 54
Sale of investments -- 249
Loans and deposits due from affiliates 6 17
Due to affiliates (1,668) (1,343)
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Net cash (used in) provided by investing activities (79) 114
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in short-term debt with affiliates
with maturities of ninety days or less 1,918 1,163
Net decrease in short-term debt - other with
maturities of ninety days or less (5,601) (1,630)
Issuance of debt 9,237 4,647
Redemption of debt (6,315) (4,848)
- ---------------------------------------------------------------------------------------------------------
Net cash used in financing activities (761) (668)
- ---------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 397 714
- ---------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 408 1,008
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Cash and cash equivalents at end of period $ 805 $ 1,722
- ---------------------------------------------------------------------------------------------------------
See notes to condensed consolidated financial statements.
-5-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The condensed consolidated financial statements should be read in
conjunction with the Annual Report on Form 10-K of American Express Credit
Corporation, including its subsidiaries where appropriate ("Credco"), for
the year ended December 31, 2001. Significant accounting policies disclosed
therein have not changed. Credco is a wholly-owned subsidiary of American
Express Travel Related Services Company, Inc. ("TRS"), which is a
wholly-owned subsidiary of American Express Company ("American Express").
The condensed consolidated financial statements are unaudited; however, in
the opinion of management, they include all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation of the
consolidated financial position of Credco at September 30, 2002 and the
consolidated results of its operations and changes in its retained earnings
for the three and nine-month periods ended September 30, 2002 and 2001 and
cash flows for the nine-month periods ended September 30, 2002 and 2001.
Results of operations reported for interim periods are not necessarily
indicative of results for the entire year. Certain prior year amounts have
been reclassified to conform to the current year presentation.
2. INVESTMENT SECURITIES
The following is a summary of investments at September 30, 2002 and
December 31, 2001:
(Millions) September 30, December 31,
2002 2001
------------- -----------
Available for Sale, at fair value (cost: September 30,
2002-$1,918; December 31, 2001-$1,434) $1,891 $1,428
------ ------
3. COMPREHENSIVE INCOME (LOSS)
Comprehensive income (loss) is defined as the aggregate change in
shareholder's equity, excluding changes in ownership interests. For Credco,
it is the sum of net income and changes in 1) unrealized gains or losses on
available for sale securities and 2) unrealized gains or losses on
derivatives. The components of comprehensive income (loss), net of related
tax, for the three and nine months ended September 30, 2002 and 2001 were
as follows:
Three Months Nine Months
(Millions) Ended Ended
September 30, September 30,
------------------------ --------------------------
2002 2001 2002 2001
---- ---- ---- ----
Net income $ 43 $ 75 $150 $ 235
Change in:
Net unrealized securities losses (17) -- (14) (8)
Net unrealized derivatives losses (47) (133) (73) (320)*
---- ----- ---- -----
Total $(21) $ (58) $ 63 $ (93)
---- ----- ---- -----
* The change in net unrealized losses on derivatives for the nine months ended
September 30, 2001 includes the January 1, 2001 SFAS No. 133 transition effect
of $59 million in net unrealized losses.
-6-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
4. ASSET SECURITIZATIONS
In the first nine months of 2002, the American Express Master Trust (the
"Trust") securitized $1.75 billion of Charge Card receivables through the
public issuance of one class of investor certificates and privately placed
collateral interests in the assets of the Trust. At the time of these
issuances, Credco Receivables Corp. ("CRC"), a wholly-owned subsidiary of
Credco, sold $1.93 billion of gross seller's interest in Charge Card
receivables ($1.86 billion, net of reserves) to American Express
Receivables Financing Corporation ("RFC"), a wholly-owned subsidiary of
TRS, which is a wholly-owned subsidiary of American Express.
In addition, at the time of the issuances, CRC purchased from the Trust, as
an investment, $141.89 million of Class B Certificates collateralized by
the receivables held by the Trust.
In the first nine months of 2002, the American Express Credit Account
Master Trust (the "Master Trust") securitized $4.60 billion of revolving
credit loans through the public issuances of two classes of investor
certificates and privately placed collateral interests in the assets of the
Master Trust. At the time of these issuances, CRC sold $9.50 million of
gross seller's interest in revolving credit loans ($9.23 million, net of
reserves) to American Express Receivables Financing Corporation II
("RFCII"), a wholly-owned subsidiary of TRS. In addition, at the time of
the issuances, CRC purchased from the Master Trust, as an investment,
$437.00 million of Class C Certificates collateralized by the revolving
credit receivables held by the Master Trust.
During the three months ended September 30, 2002, $95 million of Class C
Certificates owned by CRC matured.
5. TAXES AND INTEREST
For the nine-month periods ended September 30, 2002 and 2001, Credco paid
$16 million and $103 million of income taxes, respectively. Interest paid
was $573 million and $877 million for the nine-month periods ended
September 30, 2002 and 2001, respectively.
-7-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
In light of the current market environment, and as part of the company's ongoing
funding activities, during the nine months ended September 30, 2002, American
Express Credit Corporation, including its subsidiaries where appropriate
("Credco"), issued an aggregate of $6.0 billion of medium-term notes at fixed
and floating rates with maturities of one to three years which reflects a change
in the company's approach toward managing liquidity by placing a higher reliance
on medium-term notes and a lesser reliance on commercial paper. Proceeds from
the sale of these securities have contributed toward an overall reduction in
total commercial paper outstanding from $18 billion at December 31, 2001 to $10
billion at September 30, 2002 and an increase in committed bank line coverage of
net short-term debt from 58% to 103%.
As of September 30, 2002, Credco had the ability to issue approximately $4.0
billion of debt securities and warrants to purchase debt securities available
for issuance under a shelf registration statement filed with the Securities and
Exchange Commission.
At September 30, 2002, Credco had the ability to issue $5.5 billion of debt
under a Euro Medium-Term Note program for the issuance of debt outside the
United States to non-U.S. persons. This program was established by Credco;
American Express Travel Related Services Company, Inc. ("TRS"), the parent
company of Credco and a wholly-owned subsidiary of American Express Company
("American Express"); American Express Centurion Bank ("Centurion Bank"), a
wholly-owned subsidiary of TRS; American Express Overseas Credit Corporation
Limited ("AEOCC"), a wholly-owned subsidiary of Credco and American Express
Bank Ltd., a wholly-owned indirect subsidiary of American Express. The maximum
aggregate principal amount of debt instruments outstanding at any one time under
the program will not exceed $6.0 billion.
Committed credit line facilities at September 30, 2002 and 2001 totaled $10.02
billion and $10.42 billion, respectively. In April 2002, Credco, American
Express and Centurion Bank renegotiated their committed credit line facilities.
As of September 30, 2002, total available credit lines were $11.45 billion. As a
result of an internal change in allocations during the third quarter, credit
lines were reallocated to include $1.60 billion allocated to American Express
and $9.42 billion allocated to Credco. In addition, Credco and American Express
agreed to increase Credco's available committed credit lines by $600 million
with a corresponding reduction in the committed credit lines available to
American Express. This agreement is in effect until January 15, 2003. Credco has
the right to borrow up to a maximum amount of $11.02 billion, with a
commensurate reduction in the amount available to American Express. Based on
this maximum amount of available borrowing, Credco's committed bank line
coverage of its net short-term debt would have been 114% as of September 30,
2002. These facilities expire in increments from 2003 through 2007.
In the first nine months of 2002, Credco recorded $9 million pretax ($6 million
after tax) of foreign exchange losses related to its exposure to receivables
denominated in Argentine pesos, which devalued by 133% during the first nine
months of 2002. This exposure, totaling approximately $14 million U.S. Dollars
at September 30, 2002, was a result of the action taken by the Argentine
government at year end 2001 at which time the conversion of dollar denominated
assets into pesos was mandated and the peso simultaneously devalued. These
actions are likely to continue to impact Credco's results of operations
throughout 2002. Credco continues to evaluate economical ways to manage its
Argentine exposure.
-8-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
RESULTS OF OPERATIONS
Credco purchases Cardmember receivables without recourse from TRS.
Non-interest-bearing charge Cardmember receivables are purchased at face amount
less a specified discount agreed upon from time to time, and interest-bearing
revolving credit Cardmember receivables are generally purchased at face amount.
Non-interest-bearing receivables are purchased under Receivables Agreements that
generally provide that the discount rate shall not be lower than a rate that
yields earnings of at least 1.25 times fixed charges on an annual basis. The
ratio of earnings to fixed charges for the nine-month periods ended September
30, 2002 and 2001 was 1.33 and 1.31, respectively. The ratio of earnings to
fixed charges for American Express, the parent of TRS, for the nine-month
periods ended September 30, 2002 and 2001 was 2.87 and 1.51, respectively. The
Receivables Agreements also provide that consideration will be given from time
to time to revising the discount rate applicable to purchases of new receivables
to reflect changes in money market interest rates or significant changes in the
collectibility of the receivables. Pretax income depends primarily on the volume
of Cardmember receivables purchased, the discount rates applicable thereto, the
relationship of total discount to Credco's interest expense and the
collectibility of receivables purchased.
Credco purchased $137 billion and $154 billion of Cardmember receivables during
the nine-month periods ended September 30, 2002 and 2001, respectively. At
September 30, 2002 and December 31, 2001, Credco owned $15.6 billion and $19.1
billion, respectively, of charge Cardmember receivables, representing 77.0
percent and 83.0 percent, respectively, of the total receivables owned. The
charge card receivables owned at September 30, 2002 and December 31, 2001
include $1.8 billion and $3.8 billion, respectively, of participation interests
owned by Credco Receivables Corp. ("CRC"), a wholly-owned subsidiary of Credco.
CRC owns a participation in the seller's interest in charge Cardmember
receivables that have been conveyed to the American Express Master Trust (the
"Trust").
In addition, at September 30, 2002 and December 31, 2001, Credco owned extended
payment plan receivables totaling $4.7 billion and $3.9 billion, representing
23.0 percent and 17.0 percent, respectively, of all interests in receivables
owned by Credco. These receivables consist of certain interest-bearing and
discounted extended payment plan receivables comprised principally of American
Express credit card, Sign & Travel and Extended Payment Option receivables,
lines of credit to American Express Bank customers and interest-bearing
equipment financing installment loans and leases. The extended payment plan
receivables owned at September 30, 2002 and December 31, 2001 include $191
million and $212 million, respectively, of participation interest owned by
CRC. This represents a participation interest in the seller's interest in
revolving credit receivables that have been conveyed to the American Express
Credit Account Master Trust (the "Master Trust"), formed in 1996 to securitize
revolving credit loans.
For the nine-month periods ended September 30, 2002 and 2001, the average life
of all receivables owned by Credco was 42 days and 41 days, respectively.
Credco's write-offs, net of recoveries, as a percentage of the volume of
all receivables purchased for the nine-month periods ended September 30,
2002 and 2001 was .51 percent and .39 percent, respectively. The increase in the
write-off rate is largely due to an increase in the percentage of extended
payment plan receivables and reflects increased losses in American Express
Bank Hong Kong lines of credit and in TRS U.S. equipment financing portfolios.
Credco's decrease in revenues for the nine-month period ended September 30, 2002
is attributable to a decrease in the volume of receivables purchased as well as
lower discount and interest rates. Interest income decreased for the same period
primarily as a result of lower interest rates. Interest expense decreased for
the same period primarily as a result of lower interest rates. Interest expense
-9-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
decreased for the nine-month period ended September 30, 2002 due to lower
interest rates and a decrease in the volume of average debt outstanding.
Provision for doubtful accounts was flat compared with the prior year as the
increase in the provision rates and volume of recoveries was offset by a
decrease in the volume of receivables purchased.
-10-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
The following is an analysis of the increase (decrease) in key revenue and
expense accounts for the nine-month period ended September 30, 2002, compared
with the nine-month period ended September 30, 2001 (Millions):
Nine-
Month
Period
------
Revenue earned from purchased accounts receivable -
changes attributable to:
Volume of receivables purchased (238)
Discount and interest rates (229)
----
Total (467)
====
Interest income from investments - changes attributable to:
Volume of average investments outstanding 14
Interest rates (68)
----
Total (54)
====
Interest income from affiliates - changes attributable to:
Volume of average investments outstanding 8
Interest rates (42)
----
Total (34)
====
Interest expense other - changes attributable to:
Volume of average debt outstanding (160)
Interest rates (232)
----
Total (392)
====
Provision for doubtful accounts - changes attributable to:
Volume of receivables purchased (85)
Provision rates and volume of recoveries 85
----
Total --
====
Interest expense affiliates - changes attributable to:
Volume of average debt outstanding 95
Interest rates (158)
----
Total (63)
====
-11-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
The following is an analysis of the reserve for credit losses (Millions):
2002 2001
---- ----
Balance, January 1 $ 847 $ 739
Provision for losses 811 773
Accounts written off (872) (743)
Other (64) 62
----- -----
Balance, September 30 $ 722 $ 831
===== =====
The following table shows the aging of Charge Card receivables:
September 30,
----------------------
2002 2001
---- ----
Current 88.2% 84.2%
30 to 59 days 7.5 10.2
60 to 89 days 1.6 2.1
90 days and over 2.7 3.5
This report contains forward-looking statements, which are subject to risks and
uncertainties, including those identified below, which could cause actual
results to differ materially from such statements. The words "believe",
"expect", "anticipate", "optimistic", "intend", "evaluate", "plan", "aim",
"will", "should", "could" and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. Credco undertakes no obligation to update or revise any
forward-looking statements. Factors that could cause actual results to differ
materially from Credco's forward-looking statements include, but are not limited
to:
o credit trends and the rate of bankruptcies, which can affect spending
on card products and debt payments by individual and corporate
customers;
o fluctuations in foreign currency exchange rates;
o negative changes in Credco's credit ratings, which could result in
decreased liquidity and higher borrowing costs; and
o the effect of fluctuating interest rates, which could affect Credco's
borrowing costs.
Item 4. Controls and Procedures
Within the 90-day period prior to the filing of this report, Credco carried out
an evaluation under the supervision and with the participation of Credco's
management, including the Chief Executive Officer ("CEO") and Chief Financial
Officer ("CFO"), of the effectiveness of its disclosure controls and procedures.
Based on that evaluation, the CEO and CFO have concluded that Credco's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by Credco in reports that it files or submits under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms. The CEO and CFO also note that subsequent to the
date of their evaluation, there were no significant changes in Credco's
internal controls or in other factors that could significantly affect
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
-12-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
12.1 Computation in support of ratio of earnings
to fixed charges of American Express Credit
Corporation.
12.2 Computation in support of ratio of earnings
to fixed charges of American Express
Company.
99.1 Certification of Walker C. Tompkins, Jr.
Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification of Walter S. Berman Pursuant
to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
None.
-13-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN EXPRESS CREDIT CORPORATION
(Registrant)
Date: November 14, 2002 By /s/ Walker C. Tompkins, Jr.
--------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
Date: November 14, 2002 /s/ Erich Komdat
--------------------------------------
Erich Komdat
Vice President and Chief Accounting
Officer
-14-
CERTIFICATION
I, Walker C. Tompkins, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Express
Credit Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Walker C. Tompkins, Jr.
-------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
CERTIFICATION
I, Walter S. Berman, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Express
Credit Corporation;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 14, 2002 /s/ Walter S. Berman
---------------------------
Walter S. Berman
Chief Financial Officer
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Description How Filed
----------- ---------
Exhibit 12.1 Computation in Support of Ratio of Electronically filed herewith.
Earnings to Fixed Charges of American
Express Credit Corporation.
Exhibit 12.2 Computation in Support of Ratio of Electronically filed herewith.
Earnings to Fixed Charges of American Express
Company.
Exhibit 99.1 Certification of Walker C. Tompkins, Jr. Electronically filed herewith.
Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certification of Walter S. Berman Pursuant Electronically filed herewith.
to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
E-1