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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 March 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File 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 by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES [_] NO [X]
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 May 15, 2003
- ---------------------------- ---------------------------
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
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Condensed consolidated statements of income and retained earnings -
three months ended March 31, 2003 and 2002 3
Condensed consolidated balance sheets - March 31, 2003 and December
31, 2002 4
Condensed consolidated statements of cash flows - three months ended
March 31, 2003 and 2002 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
SIGNATURES 14
CERTIFICATIONS C-1,C-2
EXHIBIT INDEX E-1
- 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 ENDED
MARCH 31,
------------------
2003 2002
------ ------
REVENUES
Revenue earned from purchased
accounts receivable $ 450 $ 484
Interest income from investments 18 20
Interest income from affiliates 9 12
Other 5 1
------ ------
Total 482 517
------ ------
EXPENSES
Interest expense - other 197 207
Provision for losses, net
of recoveries 156 192
Interest expense - affiliates 19 23
Other 9 15
------ ------
Total 381 437
------ ------
Pretax income 101 80
Income tax provision 35 27
------ ------
Net income 66 53
Retained earnings at beginning of period 2,496 2,268
------ ------
Retained earnings at end of period $2,562 $2,321
------ ------
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)
MARCH 31, DECEMBER 31,
2003 2002
----------- ------------
ASSETS
Cash and cash equivalents $ 1,347 $ 1,924
Investments 1,975 1,901
Charge cardmember receivables, less credit reserves:
2003, $482; 2002, $498 15,062 16,671
Lending receivables, less credit reserves:
2003, $238; 2002, $243 4,728 4,615
Loans and deposits with affiliates 1,836 2,047
Deferred charges and other assets 484 507
------- -------
Total assets $25,432 $27,665
------- -------
LIABILITIES AND SHAREHOLDER'S EQUITY
Short-term debt - other $ 9,569 $11,366
Short-term debt with affiliates 3,554 3,779
Current portion of long-term debt 4,030 5,751
Long-term debt with affiliate 1,091 943
Long-term debt - other 3,923 1,174
------- -------
Total debt 22,167 23,013
Due to affiliates 59 1,418
Accrued interest and other liabilities 794 919
------- -------
Total liabilities 23,020 25,350
------- -------
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 2,562 2,496
Other comprehensive loss, net of tax:
Net unrealized securities losses (20) (11)
Net unrealized derivatives losses (292) (332)
------- -------
Accumulated other comprehensive loss (312) (343)
------- -------
Total shareholder's equity 2,412 2,315
------- -------
Total liabilities and shareholder's equity $25,432 $27,665
------- -------
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)
THREE MONTHS ENDED
MARCH 31,
------------------
2003 2002
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 66 $ 53
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for losses 156 192
Changes in operating assets and liabilities:
Deferred tax assets 4 55
Interest receivable and other operating assets 71 134
Due to (from) affiliates 460 (2,871)
Other (137) (78)
------- -------
Net cash provided by (used in) operating activities 620 (2,515)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Accounts receivable 1,449 1,017
Recoveries of accounts receivable previously written off 57 59
Purchase of participation interest in seller's interest in
accounts receivable from affiliate -- (1,518)
Sale of participation interest in seller's interest in accounts
receivable to affiliate 32 800
Sale of net accounts receivable to affiliate 137 1,543
Purchase of net accounts receivable from affiliate (334) (374)
Purchase of investments (87) (148)
Loans and deposits due from affiliates 210 16
Due (to) from affiliates (1,820) 1,608
------- -------
Net cash (used in) provided by investing activities (356) 3,003
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in short-term debt with affiliates
with maturities of ninety days or less (225) 2,195
Net decrease in short-term debt - other with
maturities of ninety days or less (1,694) (1,697)
Issuance of debt 3,994 3,583
Redemption of debt (2,916) (3,239)
------- -------
Net cash (used in) provided by financing activities (841) 842
------- -------
Net (decrease) increase in cash and cash equivalents (577) 1,330
------- -------
Cash and cash equivalents at beginning of period 1,924 408
------- -------
Cash and cash equivalents at end of period $ 1,347 $ 1,738
------- -------
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, 2002. 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 March 31, 2003 and the
consolidated results of its operations and changes in its retained earnings
for the three-month periods ended March 31, 2003 and 2002 and cash flows
for the three-month periods ended March 31, 2003 and 2002. 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 March 31, 2003 and December
31, 2002:
March 31, December 31,
(Millions) 2003 2002
--------- ------------
Available for Sale, at fair value (cost March 31,
2003-$2,006; December 31, 2002-$1,918) $1,975 $1,901
------ ------
3. COMPREHENSIVE INCOME
Comprehensive income 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, net of related tax, for the three
months ended March 31, 2003 and 2002 were as follows:
Three Months Ended
(Millions) March 31,
------------------
2003 2002
---- ----
Net income $66 $ 53
Change in:
Net unrealized securities losses (9) (2)
Net unrealized derivatives gains 40 56
--- ----
Total $97 $107
=== ====
- 6 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
4. ASSET SECURITIZATIONS
In the first quarter of 2003, the American Express Credit Account Master
Trust (the "Master Trust") securitized $920 million of lending receivables
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 this issuance, Credco Receivables Corp. ("CRC"), a wholly-owned
subsidiary of Credco, sold $33 million of gross seller's interest in
lending receivables ($32 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 issuance, CRC purchased from the
Master Trust, as an investment, $87 million of Class C Certificates issued
by the Master Trust, collateralized by the revolving credit receivables
held by the Master Trust.
In addition, in April and May 2003, the Master Trust securitized an
additional $1.1 billion and $750 million, respectively, of lending
receivables 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 $24 million of gross
seller's interest in lending receivables ($23 million, net of reserves) and
$14 million of gross seller's interest in lending receivables ($13 million,
net of reserves), respectively, to RFCII.
In June 2003, $95 million of Class C Certificates, previously issued by the
Master Trust, which are held by CRC as investments, are scheduled to
mature.
Additionally, in May 2003, $58 million of Class B Certificates, previously
issued by the American Express Master Trust (the "Trust"), which are held
by CRC as investments, are scheduled to mature.
5. TAXES AND INTEREST
For the three-month periods ended March 31, 2003 and 2002, Credco paid $31
million and $3 million, respectively, of income taxes. Interest paid was
$250 million and $146 million for the three-month periods ended March 31,
2003 and 2002, 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
As part of the company's ongoing funding activities, in the first quarter of
2003, American Express Credit Corporation, including its subsidiaries where
appropriate ("Credco"), issued an aggregate of $2.0 billion of floating rate
medium-term notes with maturities of one year that can be extended by the
holders up to an additional four years, and $750 million of floating rate
medium-term notes with maturities of two years. These issuances reflect the
continued 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 commercial paper outstanding from $11.2 billion at December
31, 2002 to $9.4 billion at March 31, 2003 and an increase in committed bank
line coverage of net short-term debt from 106% to 122%.
In April 2003, Credco issued an aggregate of $401 million of floating rate
medium-term notes with maturities of one to two years.
On May 14, 2003, Credco made an offering of $1 billion of fixed rate notes
due 2008 and $500 million of floating rate notes due 2006. This offering
is expected to be completed on May 16, 2003.
Credco had the ability to issue approximately $15.4 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 as of
March 31, 2003.
At March 31, 2003, 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"), 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 March 31, 2003 and 2002 totaled $10.0
billion and $10.4 billion, respectively. In April 2003, Credco and American
Express renegotiated their committed credit line facilities. Total available
credit lines are $10.85 billion, including $2.0 billion allocated to American
Express and $8.5 billion allocated to Credco. Credco has the right to borrow up
to a maximum amount of $10.5 billion, with a commensurate reduction in the
amount available to American Express. The remainder of these credit lines is
allocated to Centurion Bank. These facilities expire in increments from 2004
through 2007. Based upon the maximum amount of available borrowing, Credco's
committed bank line coverage of its net short-term debt was 130% at April 30,
2003.
- 8 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
RESULTS OF OPERATIONS
Credco's decrease in revenues for the three-month period ended March 31, 2003,
is primarily attributable to lower discount and interest rates. Interest income
decreased for the three-month period ended March 31, 2003 primarily as a result
of lower interest rates, partially offset by an increase in the volume of
average investments outstanding. Interest expense decreased for the three-month
period ended March 31, 2003 as a result of a decrease in the volume of average
debt outstanding, as well as a decline in interest rates. Provision for losses
decreased from the prior year due primarily to a decrease in provision rates.
The following is an analysis of the increase (decrease) in key revenue and
expense accounts for the three-month period ended March 31, 2003, compared with
the three-month period ended March 31, 2002 (Millions):
Three-
Month
Period
------
Revenue earned from purchased accounts receivable - changes attributable
to:
Volume of receivables purchased 9
Discount and interest rates (43)
---
Total (34)
===
Interest income from investments - changes attributable to:
Volume of average investments outstanding 3
Interest rates (5)
---
Total (2)
===
Interest income from affiliates - changes attributable to:
Volume of average investments outstanding (1)
Interest rates (2)
---
Total (3)
===
Interest expense other - changes attributable to:
Volume of average debt outstanding (11)
Interest rates 1
---
Total (10)
===
Provision for losses - changes attributable to:
Volume of receivables purchased 1
Provision rates and volume of recoveries (37)
---
Total (36)
===
Interest expense affiliates - changes attributable to:
Volume of average debt outstanding 3
Interest rates (7)
---
Total (4)
===
- 9 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
Credco purchases cardmember receivables without recourse from TRS. During each
of the three-month periods ended March 31, 2003 and 2002, Credco purchased $45
billion of charge cardmember and lending receivables. Non-interest-bearing
charge cardmember receivables are purchased at face amount less a specified
discount agreed upon from time to time, and interest-bearing lending 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
three-month periods ended March 31, 2003 and 2002 was 1.47 and 1.35,
respectively. The ratio of earnings to fixed charges for American Express, the
parent of TRS, for the three-month periods ended March 31, 2003 and 2002 was
3.20 and 2.74, 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 charge cardmember and lending
receivables purchased, the discount rates applicable thereto, the relationship
of total discount to Credco's interest expense and the collectibility of
receivables purchased.
Charge Cardmember Receivables
- -----------------------------
At March 31, 2003 and 2002, Credco owned $15.5 billion and $16.9 billion,
respectively, of charge cardmember receivables and participation in charge
cardmember receivables, representing 76 percent and 80 percent, respectively, of
the total receivables owned. The charge cardmember receivables owned at March
31, 2003 and 2002 include $1.5 billion and $3.2 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").
Quarters ended March 31,
(Millions, except percentages and where indicated) 2003 2002
- -------------------------------------------------- ------- -------
Total charge cardmember receivables $15,544 $16,924
90 days past due as a % of total 2.6% 3.6%
Loss reserves $ 482 $ 574
as a % of receivables 3.1% 3.4%
as a % of 90 days past due 114% 96%
Write-offs, net of recoveries $ 91 $ 160
Net loss ratio (1) 0.21% 0.37%
Average life of charge cardmember
receivables (in days) (2) 33 35
(1) Credco's write-offs, net of recoveries, expressed as a percentage of the
volume of charge cardmember receivables purchased by Credco in each of the
periods indicated.
(2) Represents the average life of charge cardmember receivables owned by
Credco, based upon the ratio of the average amount of both billed and
unbilled receivables owned by Credco at the end of each month, during the
periods indicated, to the volume of charge cardmember receivables purchased
by Credco.
Lending Receivables
- -------------------
At March 31, 2003 and 2002, Credco owned extended payment plan receivables and
loans ("lending receivables") totaling $5.0 billion and $4.3 billion,
respectively, representing 24 percent and 20 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 and loans to American Express Bank customers
and interest-bearing equipment financing installment loans and leases. The
lending receivables owned include $94 million and $202 million, of participation
interest owned by CRC at March 31, 2003 and 2002, respectively. This represents
a participation interest in the seller's interest in lending receivables that
have been conveyed to the American Express Credit Account Master Trust (the
"Master Trust"), formed in 1996 to securitize lending receivables.
- 10 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
Quarters ended March 31,
(Millions, except percentages and where indicated) 2003 2002
- -------------------------------------------------- ------ ------
Total lending receivables $4,966 $4,327
Past due lending receivables as a % of total:
30-89 days 3.8% 4.7%
90+ days 1.6% 1.6%
Loss reserves $ 238 $ 195
as a % of lending receivables 4.8% 4.5%
as a % of past due 88% 71%
Write-offs, net of recoveries $ 93 $ 76
Net write-off rate (1) 7.43% 7.23%
(1) Credco's write-offs, net of recoveries, expressed as a percentage of the
average amount of lending receivables owned by Credco at the beginning of
the year and at the end of each month in each of the periods indicated.
The following is an analysis of the credit reserves for charge cardmember and
lending receivables (Millions):
2003 2002
----- -----
Balance, January 1 $ 741 $ 847
Provision for losses 212 251
Accounts written off (240) (296)
Other 7 (33)
----- -----
Balance, March 31 $ 720 $ 769
===== =====
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", "likely" 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 publicly 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 Credco's ability to accurately estimate the provision for losses in
Credco's outstanding portfolio of charge cardmember and lending
receivables;
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;
o the effect of fluctuating interest rates, which could affect Credco's
borrowing costs; and
o the impact on American Express Company's business from the war in Iraq
and its aftermath and other geopolitical uncertainty.
- 11 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
Other Reporting Matters
Accounting Developments
- -----------------------
In November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 45 "Guarantor's Accounting and Disclosure Requirements
for Guarantees, Including Indirect Guarantees of Indebtedness of Others"
(FIN 45) which provides accounting and disclosure requirements for certain
guarantees. As a result of the adoption of this pronouncement, there was
no material impact to Credco's financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46), which addresses consolidation by
business enterprises of variable interest entities (VIEs). The Intrepretation
is effective July 1, 2003 for entities in place as of the issuance date.
Credco is evaluating the impact of adopting FIN 46 and the impact to
Credco's financial statements is not expected to be material.
In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities." This Statement amends and clarifies accounting for
derivative instruments embedded in other contracts, and for hedging activities
under SFAS No. 133. The Statement is effective for contracts entered into
or modified and hedging relationships designated after June 30, 2003, and
to certain preexisting contracts. Credco is currently evaluating the impact
of adopting SFAS No. 149 on the Consolidated Financial Statements.
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. Subsequent to the date of the CEO's and
CFO's evaluation, there were no significant changes in Credco's internal
controls or in other factors that could significantly affect the internal
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:
4(a) Form of Global Fixed Rate Note
4(b) Form of Global LIBOR Floating Rate Note
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:
Form 8-K dated February 5, 2003, Item 5, reporting Credco's
expected net income for the year ended December 31, 2002 and
other financial data.
Form 8-K dated February 6, 2003, Item 5, reporting certain
filings with the SEC and Item 7, filing a form of floating rate
note and the consent of counsel.
Form 8-K dated May 14, 2003, Item 7, filing a form of global
fixed rate note and a form of global LIBOR floating rate note.
- 13 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
SIGNATURES
Pursuant to the requirements 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: May 15, 2003 By /s/ Walker C. Tompkins, Jr.
-------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
DATE: May 15, 2003 /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: May 15, 2003 /s/ Walker C. Tompkins, Jr.
-------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
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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: May 15, 2003 /s/ Walter S. Berman
------------------------------
Walter S. Berman
Chief Financial Officer
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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 4(a) Form of Global Fixed Rate Note Incorporated by reference to
Exhibit 4(v) of the Registrant's
Current Report on Form 8-K
(Commission File No. 1-6908)
dated May 14, 2003.
Exhibit 4(b) Form of Global LIBOR Floating Rate Note Incorporated by reference to
Exhibit 4(w) of the Registrant's
Current Report on Form 8-K
(Commission File No. 1-6908)
dated May 14, 2003.
Exhibit 12.1 Computation in Support of Ratio of Earnings to Electronically filed herewith.
Fixed Charges of American Express Credit
Corporation.
Exhibit 12.2 Computation in Support of Ratio of Earnings to Electronically filed herewith.
Fixed Charges of American Express Company.
Exhibit 99.1 Certification of Walker C. Tompkins, Electronically filed herewith.
Jr. 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 to Electronically filed herewith.
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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