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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 June 30, 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
Suite 1002, Wilmington, Delaware 19801-2919
(Address of principal executive offices) (Zip Code)
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 August 14, 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 and six months ended
June 30, 2003 and 2002 3
Condensed consolidated balance sheets -- June 30,
2003 and December 31, 2002 4
Condensed consolidated statements of cash flows --
six months ended June 30, 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
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 Six Months
Ended Ended
June 30, June 30,
--------------- ---------------
2003 2002 2003 2002
------ ------ ------ ------
REVENUES
Revenue earned from purchased accounts
receivable $ 474 $ 523 $ 924 $1,007
Interest income from investments 20 19 38 39
Interest income from affiliates 8 11 17 23
Other 5 1 10 2
------ ------ ------ ------
Total 507 554 989 1,071
------ ------ ------ ------
EXPENSES
Interest expense -- other 199 207 396 414
Provision for losses, net of recoveries 178 229 334 421
Interest expense -- affiliates 14 25 33 48
Other 11 11 20 26
------ ------ ------ ------
Total 402 472 783 909
------ ------ ------ ------
Pretax income 105 82 206 162
Income tax provision 36 28 71 55
------ ------ ------ ------
Net income 69 54 135 107
Retained earnings at beginning of period 2,562 2,321 2,496 2,268
------ ------ ------ ------
Retained earnings at end of period $2,631 $2,375 $2,631 $2,375
------ ------ ------ ------
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)
June 30, December 31,
2003 2002
----------- ------------
ASSETS
Cash and cash equivalents $ 1,798 $ 1,924
Investments 1,855 1,901
Charge cardmember receivables, less credit reserves:
2003, $517; 2002, $498 17,418 16,671
Lending receivables, less credit reserves:
2003, $233; 2002, $243 4,941 4,615
Loans and deposits with affiliates 1,764 2,047
Deferred charges and other assets 481 507
------- -------
Total assets $28,257 $27,665
------- -------
LIABILITIES AND SHAREHOLDER'S EQUITY
Short-term debt -- other $10,085 $11,366
Short-term debt with affiliates 3,169 3,779
Current portion of long-term debt 3,070 5,751
Current portion of long-term debt with affiliates 918 --
Long-term debt with affiliates 434 943
Long-term debt -- other 6,752 1,174
------- -------
Total debt 24,428 23,013
Due to affiliates 297 1,418
Accrued interest and other liabilities 1,046 919
------- -------
Total liabilities 25,771 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 2,631 2,496
Other comprehensive loss, net of tax:
Net unrealized securities gains/(losses) 1 (11)
Net unrealized derivatives losses (308) (332)
------- -------
Accumulated other comprehensive loss (307) (343)
------- -------
Total shareholder's equity 2,486 2,315
------- -------
Total liabilities and shareholder's equity $28,257 $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)
Six Months Ended
June 30,
-----------------
2003 2002
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 135 $ 107
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for losses 334 421
Changes in operating assets and liabilities:
Deferred tax assets (9) 38
Interest receivable and other operating assets 59 129
Due to affiliates 456 7
Other 114 274
------- -------
Net cash provided by operating activities 1,089 976
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in accounts receivable (254) 34
Recoveries of accounts receivable previously written off 107 122
Purchase of participation interest in seller's interest in
accounts receivable from affiliate (1,041) (1,518)
Sale of participation interest in seller's interest in accounts
receivable to affiliate 106 1,863
Sale of net accounts receivable to affiliate 137 1,543
Purchase of net accounts receivable from affiliate (463) (491)
Purchase of investments (87) (406)
Maturity of investments 153 --
Loans and deposits due from (to) affiliates 283 (3)
Due to affiliates (1,577) (1,156)
------- -------
Net cash used in investing activities (2,636) (12)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in short-term debt with affiliates with
maturities of ninety days or less (610) 2,618
Net decrease in short-term debt -- other with maturities of
ninety days or less (392) (5,735)
Issuance of debt 7,860 8,140
Redemption of debt (5,437) (4,559)
------- -------
Net cash provided by financing activities 1,421 464
------- -------
Net (decrease) increase in cash and cash equivalents (126) 1,428
------- -------
Cash and cash equivalents at beginning of period 1,924 408
------- -------
Cash and cash equivalents at end of period $ 1,798 $ 1,836
------- -------
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 (the "Company" or
"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 June 30, 2003 and the
consolidated results of its operations and changes in its retained earnings
for the three- and six-month periods ended June 30, 2003 and 2002 and cash
flows for the six-month periods ended June 30, 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 June 30, 2003 and December 31,
2002:
June 30, December 31,
(Millions) 2003 2002
-------- ------------
Available for Sale, at fair value (cost June 30, 2003--$1,852;
December 31, 2002--$1,918) $1,855 $1,901
------ ------
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 six months ended June 30, 2003 and 2002 were as
follows:
Three Months Six Months
Ended Ended
(Millions) June 30, June 30,
------------ -----------
2003 2002 2003 2002
---- ---- ---- ----
Net income $ 69 $ 54 $135 $107
Change in:
Net unrealized securities gains 21 5 12 3
Net unrealized derivatives (losses) gains (16) (82) 24 (26)
---- ---- ---- ----
Total $ 74 $(23) $171 $ 84
---- ---- ---- ----
- 6 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
4. Asset Securitizations
In the first six months of 2003, the American Express Credit Account Master
Trust (the "Master Trust") securitized $3.5 billion 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, Credco Receivables Corp. ("CRC"), a
wholly-owned subsidiary of Credco, sold an aggregate of $110 million of
gross seller's interest in lending receivables ($106 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, an
aggregate of $87 million of Class C Certificates issued by the Master
Trust, collateralized by the revolving credit receivables held by the
Master Trust.
In connection with the June 2003 maturity of $1.0 billion of investor
certificates previously issued by the Master Trust, $95 million of
Class C Certificates, previously issued by the Master Trust, which were
held by CRC as investments, matured.
In May 2003, $58 million of Class B Certificates, previously issued by the
American Express Master Trust (the "Trust"), which were held by CRC as
investments, matured. Additionally, in September 2003, $77 million of
Class B Certificates, previously issued by the Trust, which are held by CRC
as investments, are scheduled to mature.
5. Taxes and Interest
For the six-month periods ended June 30, 2003 and 2002, Credco paid $85
million and $1 million, respectively, of income taxes. Interest paid was
$405 million and $308 million for the six-month periods ended June 30, 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, during the six months ended
June 30, 2003, American Express Credit Corporation, including its subsidiaries
where appropriate (the "Company" or "Credco"), issued approximately $3.3 billion
of floating rate medium-term notes with maturities of one to two years, a
portion of which can be extended by the holders up to an additional four years.
In May 2003, Credco issued $1 billion of fixed rate notes due 2008 and $500
million of floating rate notes due 2006. Additionally, in June 2003, Credco
issued, through a private placement, $1 billion of floating rate extendible
notes with an initial maturity of one year, subject to extension by the holders
up to an additional four 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 $9.9
billion at June 30, 2003. As a result of a decrease in credit lines allocated to
Credco from $10.0 billion at December 31, 2002 to $8.5 billion at June 30, 2003,
committed bank line coverage decreased slightly from 106% to 103% at December
31, 2002 and June 30, 2003, respectively.
In August 2003, Credco issued $325 million of floating rate medium-term notes
with maturities of two years.
Credco had the ability to issue approximately $13.3 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
June 30, 2003.
At June 30, 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 June 30, 2003 and 2002 totaled $8.5 billion
and $9.4 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 127% at June 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 six-month period ended June 30, 2003, is
primarily attributable to lower discount and interest rates, partially offset by
an increase in the volume of receivables purchased. Interest income decreased
for the six-month period ended June 30, 2003 as lower interest rates were
partially offset by an increase in the volume of average investments
outstanding. Interest expense decreased for the six-month period ended June 30,
2003 primarily as a result of a decline in interest rates. Provision for losses
decreased from the prior year due primarily to a decrease in provision rates and
volume of recoveries.
The following is an analysis of the decrease in key revenue and expense accounts
for the six-month period ended June 30, 2003, compared with the six-month period
ended June 30, 2002 (Millions):
Six-
Month
Period
------
Revenue earned from purchased accounts receivable -- changes
attributable to:
Volume of receivables purchased 58
Discount and interest rates (141)
----
Total (83)
====
Interest income from investments -- changes attributable to:
Volume of average investments outstanding 11
Interest rates (12)
----
Total (1)
====
Interest income from affiliates -- changes attributable to:
Volume of average investments outstanding (1)
Interest rates (5)
----
Total (6)
====
Interest expense other -- changes attributable to:
Volume of average debt outstanding 10
Interest rates (28)
----
Total (18)
====
Provision for losses -- changes attributable to:
Volume of receivables purchased 15
Provision rates and volume of recoveries (102)
----
Total (87)
====
Interest expense affiliates -- changes attributable to:
Volume of average debt outstanding (2)
Interest rates (13)
----
Total (15)
====
- 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 the
six-month periods ended June 30, 2003 and 2002 Credco purchased $95 billion and
$92 billion, respectively, 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 six-month periods ended June 30, 2003 and 2002 was 1.48
and 1.35, respectively. The ratio of earnings to fixed charges for American
Express, the parent of TRS, for the six-month periods ended June 30, 2003 and
2002 was 3.35 and 2.41, 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 June 30, 2003 and 2002, Credco owned $17.9 billion and $16.4 billion,
respectively, of charge cardmember receivables and participation in charge
cardmember receivables, representing 78 percent of the total receivables owned
at June 30, 2003 and 2002. The charge cardmember receivables owned at June 30,
2003 and 2002 include $3.0 billion and $2.2 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").
Six months ended June 30, (Millions, except percentages and where indicated) 2003 2002
- ---------------------------------------------------------------------------- ------- -------
Total charge cardmember receivables $17,935 $16,400
90 days past due as a % of total 2.4% 3.0%
Loss reserves $ 517 $ 520
as a % of receivables 2.9% 3.2%
as a % of 90 days past due 119% 104%
Write-offs, net of recoveries $ 209 $ 315
Net loss ratio (1) 0.23% 0.35%
Average life of charge cardmember receivables (in days) (2) 33 34
(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 June 30, 2003 and 2002, Credco owned extended payment plan receivables and
loans ("lending receivables") totaling $5.2 billion and $4.6 billion,
respectively, representing 22 percent of all interests in receivables owned by
Credco at June 30, 2003 and 2002. 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. At June
30, 2003, there was no participation interest in lending receivables owned by
CRC. The lending receivables owned at June 30, 2002 include $194 million of
participation interest owned by CRC. This represents a participation interest in
the seller's interest in
- 10 -
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly-owned subsidiary of American Express
Travel Related Services Company, Inc.)
lending receivables that have been conveyed to the American Express Credit
Account Master Trust (the "Master Trust"), formed in 1996 to securitize lending
receivables.
Six months ended June 30, (Millions, except percentages and where indicated) 2003 2002
- ---------------------------------------------------------------------------- ------ ------
Total lending receivables $5,174 $4,557
Past due lending receivables as a % of total:
30-89 days 3.0% 4.4%
90+ days 1.5% 1.6%
Loss reserves $ 233 $ 208
as a % of lending receivables 4.5% 4.6%
as a % of past due 99% 76%
Write-offs, net of recoveries $ 173 $ 158
Net write-off rate (1) 6.86% 7.35%
(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 441 542
Accounts written off (489) (595)
Other 57 (66)
----- -----
Balance, June 30 $ 750 $ 728
===== =====
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 recent 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 Interpretation is
effective July 1, 2003 for entities in place as of the issuance date. Detailed
interpretations of FIN 46 continue to emerge and, accordingly, the Company is
still in the process of evaluating its impact. Preliminarily, 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
(a) Disclosure Controls and Procedures.
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the
period covered by this report. Based on such evaluation, the Company's
Chief Executive Officer and Chief Financial Officer have concluded that, as
of the end of such period, the Company's disclosure controls and procedures
are effective.
(b) Internal Control Over Financial Reporting.
There have not been any changes in the Company's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the fiscal quarter to which this
report relates that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
- 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.
31.1 Certification of Walker C. Tompkins, Jr. pursuant to Rule
13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended.
31.2 Certification of Walter S. Berman pursuant to Rule
13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended.
32.1 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.
32.2 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 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 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: August 14, 2003 By /s/ Walker C. Tompkins, Jr.
-------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
DATE: August 14, 2003 /s/ Erich Komdat
-------------------------------------
Erich Komdat
Vice President and Chief Accounting
Officer
- 14 -
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 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 31.1 Certification of Walker C. Tompkins, Jr. Electronically filed herewith.
pursuant to Rule 13a-14(a).
Exhibit 31.2 Certification of Walter S. Berman pursuant Electronically filed herewith.
to Rule 13a-14(a).
Exhibit 32.1 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 32.2 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