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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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. 000-20787-07
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuer of Certificates)
AMERICAN EXPRESS CENTURION BANK
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Utah 11-2869526
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4315 South 2700 West, Salt Lake City, Utah 84184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 945-3000
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
Co-Originator of the Trust and a Transferor
(Exact name of registrant as specified in its charter)
Delaware 13-3854638
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Vesey Street, New York, New York 10285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 640-2357
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A Series 1998-1 Floating Rate Asset Backed Certificates,
Class B Series 1998-1 Floating Rate Asset Backed Certificates,
Class A Series 1999-1 5.60% Asset Backed Certificates,
Class B Series 1999-1 5.85% Asset Backed Certificates,
Class A Series 1999-2 5.95% Asset Backed Certificates,
Class B Series 1999-2 6.10% Asset Backed Certificates,
Class A Series 1999-3 Floating Rate Asset Backed Certificates,
Class B Series 1999-3 Floating Rate Asset Backed Certificates,
Class A Series 1999-5 Floating Rate Asset Backed Certificates,
Class B Series 1999-5 Floating Rate Asset Backed Certificates,
Class A Series 2000-1 7.20% Asset Backed Certificates,
Class B Series 2000-1 7.40% Asset Backed Certificates,
Class A Series 2000-2 Floating Rate Asset Backed Certificates,
Class B Series 2000-2 Floating Rate Asset Backed Certificates,
Class A Series 2000-3 Floating Rate Asset Backed Certificates,
Class B Series 2000-3 Floating Rate Asset Backed Certificates,
Class A Series 2000-4 Floating Rate Asset Backed Certificates,
Class B Series 2000-4 Floating Rate Asset Backed Certificates,
Class A Series 2000-5 Floating Rate Asset Backed Certificates,
Class B Series 2000-5 Floating Rate Asset Backed Certificates,
Class A Series 2001-1 Floating Rate Asset Backed Certificates,
Class B Series 2001-1 Floating Rate Asset Backed Certificates,
Class A Series 2001-2 5.53% Asset Backed Certificates,
Class B Series 2001-2 5.83% Asset Backed Certificates,
Class A Series 2001-3 Floating Rate Asset Backed Certificates,
Class B Series 2001-3 Floating Rate Asset Backed Certificates,
Class A Series 2001-4 Floating Rate Asset Backed Certificates,
Class B Series 2001-4 Floating Rate Asset Backed Certificates,
Class A Series 2001-5 Floating Rate Asset Backed Certificates,
Class B Series 2001-5 Floating Rate Asset Backed Certificates,
Class A Series 2001-6 Floating Rate Asset Backed Certificates,
Class B Series 2001-6 Floating Rate Asset Backed Certificates,
Class A Series 2001-7 Floating Rate Asset Backed Certificates,
Class B Series 2001-7 Floating Rate Asset Backed Certificates,
Class A Series 2002-1 Floating Rate Asset Backed Certificates,
Class B Series 2002-1 Floating Rate Asset Backed Certificates,
Class A Series 2002-2 Floating Rate Asset Backed Certificates,
Class B Series 2002-2 Floating Rate Asset Backed Certificates,
Class A Series 2002-3 Floating Rate Asset Backed Certificates,
Class B Series 2002-3 Floating Rate Asset Backed Certificates,
Class A Series 2002-4 Floating Rate Asset Backed Certificates,
Class B Series 2002-4 Floating Rate Asset Backed Certificates,
Class A Series 2002-5 Floating Rate Asset Backed Certificates,
Class B Series 2002-5 Floating Rate Asset Backed Certificates,
Class A Series 2002-6 Floating Rate Asset Backed Certificates,
Class B Series 2002-6 Floating Rate Asset Backed Certificates,
Class A Series 2003-1 Floating Rate Asset Backed Certificates and
Class B Series 2003-1 Floating Rate Asset Backed Certificates.
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I(1)(a) AND
(b) OF FORM 10-K AND HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT IN
ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT PERMITTED UNDER INSTRUCTION I.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Not applicable.
State the aggregate market value of the voting stock held by non-affiliates of
the registrant: Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
PART I
Item 1: Business
The American Express Credit Account Master Trust (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as
of May 16, 1996, as amended by the First Amendment to the Pooling and Servicing
Agreement, dated as of March 30, 2001, among American Express Centurion Bank and
American Express Receivables Financing Corporation II ("RFC II"), each as an
Originator ("Originator"), American Express Travel Related Services Company,
Inc. ("TRS"), as servicer (the "Servicer"), and The Bank of New York, as trustee
(the "Trustee"). RFC II, a Delaware corporation, is a wholly owned subsidiary of
TRS. It was incorporated on August 7, 1995. Its principal executive office is
located at 200 Vesey Street, New York, New York, 10285. TRS is a wholly owned
subsidiary of American Express Company. It was incorporated in the state of New
York on May 3, 1982 and its principal executive offices are located at 200 Vesey
Street, New York, New York, 10285. American Express Centurion Bank was
incorporated under Delaware banking laws as a limited service bank in 1985. As
of July 1, 1996, its business was combined by merger with another subsidiary of
TRS that is a Utah-chartered, FDIC-insured industrial loan company. The
surviving institution was renamed American Express Centurion Bank ("Centurion").
Its principal executive offices are located at 4315 South 2700 West, Salt Lake
City, Utah, 84184.
The Trust was formed for the purpose of acquiring and holding the Trust
Assets (defined below) and from time to time issuing asset-backed certificates
(the "Certificates") under the Agreement and one or more supplements thereto
(each, a "Supplement"), including issuing and selling certain Certificates to
investors in underwritten public offerings ("Investor Certificates"). Each
Certificate represents an undivided interest in the Trust and the right to
receive payments of interest at a specified rate and payments of principal at
certain times during the term of the Trust. Each series of Investor Certificates
(each, a "Series") will have its own Supplement to govern the individual terms
and allocations applicable to such Series.
The property of the Trust (the "Trust Assets") includes a portfolio of
receivables (the "Receivables") generated from time to time in a portfolio of
designated American Express Credit Card (whether branded Optima(R)Card or
otherwise), Optima Line of Credit and Sign & Travel(R)/Extended Payment Option
consumer revolving credit accounts or features and other charge or credit
accounts or products (collectively, the "Accounts") owned by Centurion or other
eligible account owners (each, including Centurion, an "Account Owner"), all
monies due or to become due in payment of the Receivables, all proceeds of such
Receivables and any Series Enhancement provided for any particular Series or
class of Certificates. "Series Enhancement" may include, with respect to any
Series or class of Certificates, the subordination of one or more classes or
Series of Certificates to one or more other classes or Series of Certificates, a
letter of credit, a cash collateral guaranty, a cash collateral account, a
surety bond, a collateral interest, a spread account, a guaranteed rate
agreement, a maturity liquidity facility, a tax protection agreement or an
insurance policy.
No Originator or Account Owner will act as a guarantor with respect to
any payments on the Certificates, and neither the Trustee nor the holders of the
Certificates will have general recourse against any Originator or Account Owner
or the assets of any Originator or Account Owner. Instead the Trustee's and the
Certificateholders' only recourse in any action seeking to collect amounts owing
under the Certificates will be against, and limited to, the Trust Assets.
The Receivables that, to date, have been conveyed to the Trust arise
from Accounts selected from Centurion's portfolio and consist of amounts charged
or otherwise borrowed by Account holders for goods and services and cash
advances ("Principal Receivables"), plus the related periodic finance charges,
amounts charged to Accounts in respect of late charges and certain other items
(the "Finance Charge Receivables").
Each Series of Investor Certificates will belong to a certain group of
Series (each, a "Group"). The Series included in a particular Group will share a
common distribution date and other terms, and certain cash collections may be
allocated among the Series within a Group (any Group for which collections will
be so allocated is hereinafter referred to as a "Reallocation Group"). The
Agreement and Supplements govern the allocation of collections in respect of
Principal Receivables and Finance Charge Receivables between the interests of
the transferors and the Investor Certificateholders and, for the Investor
Certificateholders, to each Group, based generally on the sum of the principal
amounts of Investor Certificates for all Series in all Groups. Each Supplement
will prescribe the manner in which collections will be allocated among Series.
- 1 -
Each Group may have a certain number of Series which will share, to a
limited extent, the collections in respect of Principal Receivables and Finance
Charge Receivables allocated to such Group. In addition, certain excess
collections of Principal Receivables ("Shared Principal Collections") or Finance
Charge Receivables ("Excess Finance Charge Collections") allocated to a Series
in one Group that are not required to make distributions with respect to the
Certificates of the Series in such Group may be shared with the Series in
another Group (each such Series is hereinafter referred to, respectively, as a
"Principal Sharing Series" and an "Excess Allocation Series"). For each Series,
the Supplement relating to such Series will govern the terms and timing of
payment of interest and principal and the allocations of collections of
Principal Receivables and Finance Charge Receivables among the various Series
within such Series' Group and among Series in a different Group.
The Trust will not engage in any business activity other than acquiring
and holding the Trust Assets, issuing Certificates, making payments thereon and
related activities. Pursuant to the Agreement, the Trustee will hold the Trust
Assets in trust for the benefit of the holders of the Certificates, and TRS or
any successor servicer, as the Servicer, will be responsible for the
administration and servicing of the Receivables. The Trust has issued 56 classes
of Investor Certificates, 48 of which are outstanding:
. Class A Series 1998-1 Floating Rate Asset Backed Certificates and
Class B Series 1998-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 1998-1 Certificates");
. Class A Series 1999-1 5.60% Asset Backed Certificates and Class B
Series 1999-1 5.85% Asset Backed Certificates (collectively, the
"Series 1999-1 Certificates");
. Class A Series 1999-2 5.95% Asset Backed Certificates and Class B
Series 1999-2 6.10% Asset Backed Certificates (collectively, the
"Series 1999-2 Certificates");
. Class A Series 1999-3 Floating Rate Asset Backed Certificates and
Class B Series 1999-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 1999-3 Certificates");
. Class A Series 1999-5 Floating Rate Asset Backed Certificates and
Class B Series 1999-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 1999-5 Certificates");
. Class A Series 2000-1 7.20% Asset Backed Certificates and Class B
Series 2000-1 7.40% Asset Backed Certificates (collectively, the
"Series 2000-1 Certificates");
. Class A Series 2000-2 Floating Rate Asset Backed Certificates and
Class B Series 2000-2 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-2 Certificates");
. Class A Series 2000-3 Floating Rate Asset Backed Certificates and
Class B Series 2000-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-3 Certificates");
. Class A Series 2000-4 Floating Rate Asset Backed Certificates and
Class B Series 2000-4 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-4 Certificates");
. Class A Series 2000-5 Floating Rate Asset Backed Certificates and
Class B Series 2000-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-5 Certificates");
. Class A Series 2001-1 Floating Rate Asset Backed Certificates and
Class B Series 2001-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-1 Certificates");
. Class A Series 2001-2 5.53% Asset Backed Certificates and Class B
Series 2001-2 5.83% Asset Backed Certificates (collectively, the
"Series 2001-2 Certificates");
. Class A Series 2001-3 Floating Rate Asset Backed Certificates and
Class B Series 2001-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-3 Certificates");
. Class A Series 2001-4 Floating Rate Asset Backed Certificates and
Class B Series 2001-4 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-4 Certificates");
- 2 -
. Class A Series 2001-5 Floating Rate Asset Backed Certificates and
Class B Series 2001-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-5 Certificates");
. Class A Series 2001-6 Floating Rate Asset Backed Certificates and
Class B Series 2001-6 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-6 Certificates");
. Class A Series 2001-7 Floating Rate Asset Backed Certificates and
Class B Series 2001-7 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-7 Certificates");
. Class A Series 2002-1 Floating Rate Asset Backed Certificates and
Class B Series 2002-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-1 Certificates");
. Class A Series 2002-2 Floating Rate Asset Backed Certificates and
Class B Series 2002-2 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-2 Certificates");
. Class A Series 2002-3 Floating Rate Asset Backed Certificates and
Class B Series 2002-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-3 Certificates");
. Class A Series 2002-4 Floating Rate Asset Backed Certificates and
Class B Series 2002-4 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-4 Certificates");
. Class A Series 2002-5 Floating Rate Asset Backed Certificates and
Class B Series 2002-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-5 Certificates");
. Class A Series 2002-6 Floating Rate Asset Backed Certificates and
Class B Series 2002-6 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-6 Certificates");
. Class A Series 2003-1 Floating Rate Asset Backed Certificates and
Class B Series 2003-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2003-1 Certificates");
The Class A Series 1999-4 Floating Rate Asset Backed Certificates and
the Class B Series 1999-4 Floating Rate Asset Backed Certificates were paid in
full July 15, 2002; the Class A Series 1999-6 Floating Rate Asset Backed
Certificates and the Class B Series 1999-6 Floating Rate Asset Backed
Certificates were paid in full August 15, 2002; and the Class A Series 1997-1
6.40% Asset Backed Certificates and the Class B Series 1997-1 6.55% Asset Backed
Certificates were paid in full September 16, 2002.
Information concerning the performance of the Trust Assets for each
monthly due period of the Trust is contained in monthly Servicer's reports
provided to the Trustee and filed monthly on Form 8-K, and information
concerning distributions made on the Investor Certificates is contained in
payment date statements prepared by the Servicer and also filed on Form 8-K. The
Servicer has prepared a report that sets forth, with respect to certain of the
items reported on monthly in the monthly Servicer's reports, the aggregate
amount of such items for the full year 2002 or, as applicable, the amount of
such items as of December 25, 2002. This annual report is filed herewith as
Exhibit 99.3.
Item 2. Properties
See Exhibit 99.3.
Item 3. Legal Proceedings
The Registrant knows of no material pending legal proceedings with
respect to the Trust, involving the Trust, the Trustee, the Trust Assets, the
Servicer or the Originators, exclusive of ordinary routine litigation incidental
to the Trustee's, Servicer's or Originators' duties under the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
- 3 -
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
(a) To the best knowledge of the Registrant, there is no
established public trading market for the Investor
Certificates.
(b) The Investor Certificates, representing investors' interests
in the Trust, were delivered in book-entry form through the
facilities of the Depository Trust and Clearing Corporation
("DTCC") and the nominee for DTCC, Cede & Co., is the sole
registered holder of the Investor Certificates.
(c) Not applicable.
Item 6. Selected Financial Data
Not applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Not applicable.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
See Exhibit 99.3.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
- 4 -
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Investor Certificates were delivered in book-entry form
through the facilities of DTCC. As a consequence, the nominee
for DTCC, Cede & Co., is the sole registered holder of
Investor Certificates. An investor holding an interest in the
Trust is not entitled to receive a certificate representing
such interest except in limited circumstances. Cede & Co.
holds the Investor Certificate on behalf of brokers, dealers,
banks and other direct participants in the DTCC system. DTCC
participants may own Investor Certificates for their own
account or hold them for the accounts of their customers. As
of March 11, 2003 the following direct DTCC participants held
positions in Investor Certificates representing interests in
the Trust equal to or exceeding 5% of the total principal
amount of the Investor Certificates of each class of each
Series outstanding on that date:
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
1998-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank/
Broker & Dealer
Clearance Department $187,310,000 22.7%
The Bank of New York $158,075,000 19.2%
Deutsche Bank Trust
Company Americas $154,020,000 18.7%
Citibank, N.A. $129,395,000 15.7%
Boston Safe Deposit
and Trust Company $63,450,000 7.7%
CLASS B SERIES
1998-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $57,000,000 71.25%
The Bank of New York $12,000,000 15.0%
Investors Bank & Trust
Company $11,000,000 13.75%
CLASS A SERIES
1999-1 5.60%
ASSET BACKED
CERTIFICATES: Deutsche Bank Trust
Company Americas $163,730,000 18.9%
JP Morgan Chase Bank $143,068,000 16.5%
Boston Safe Deposit and
Trust Company $118,473,000 13.7%
The Bank of New York $63,270,000 7.3%
- 5 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ -------
CLASS B SERIES
1999-1 5.85%
ASSET BACKED
CERTIFICATES: The Bank of New York $38,500,000 64.2%
JP Morgan Chase Bank $17,000,000 28.3%
CLASS A SERIES
1999-2 5.95%
ASSET BACKED
CERTIFICATES: The Bank of New York $87,534,000 20.2%
JP Morgan Chase Bank $86,789,000 20.1%
State Street Bank &
Trust Company $58,635,000 13.6%
Boston Safe Deposit and
Trust Company $42,963,000 9.9%
Deutsche Bank Trust
Company Americas $36,089,000 8.3%
Citibank, N.A. $31,925,000 7.4%
CLASS B SERIES
1999-2 6.10%
ASSET BACKED
CERTIFICATES: JP Morgan Chase Bank $16,000,000 53.3%
The Bank of New York $9,800,000 32.7%
Brown Brothers Harriman
& Co. $4,200,000 14.0%
CLASS A SERIES
1999-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: The Northern Trust
Company $233,025,000 28.2%
State Street Bank and
Trust Company $196,975,000 23.9%
The Bank of New York $114,355,000 13.9%
Deutsche Bank Trust
Company Americas $91,500,000 11.1%
Boston Safe Deposit
and Trust Company $81,280,000 9.9%
Citibank, N.A. $51,750,000 6.3%
- 6 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
1999-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $75,000,000 93.75%
Citibank, N.A. $5,000,000 6.25%
CLASS A SERIES
1999-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank and
Trust Company $260,650,000 63.2%
The Bank of New York $69,225,000 16.8%
Deutsche Bank Trust
Company Americas $69,000,000 16.7%
CLASS B SERIES
1999-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mizuho Trust &
Banking Co. (USA) $20,000,000 50.0%
JP Morgan Chase Bank $13,000,000 32.5%
Boston Safe Deposit
and Trust Company $6,550,000 16.4%
CLASS A SERIES
2000-1 7.20%
ASSET BACKED
CERTIFICATES: JP Morgan Chase Bank $78,581,000 18.2%
Deutsche Bank Trust
Company Americas $65,471,000 15.1%
State Street Bank and
Trust Company $41,975,000 9.7%
Boston Safe Deposit
and Trust Company $37,874,000 8.8%
The Bank of New York $36,695,000 8.5%
Wachovia Bank N.A. -
Phila. Main $29,250,000 6.8%
- 7 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2000-1 7.40%
ASSET BACKED
CERTIFICATES: State Street Bank and $14,000,000 46.7%
Trust Company
JP Morgan Chase Bank $6,850,000 22.8%
Citibank, N.A. $5,000,000 16.7%
State Street Bank -
Bank Portfolio $3,325,000 11.1%
CLASS A SERIES
2000-2 FLOATING
RATE ASSET
BACKED
CERTFICATES: State Street Bank and
Trust Company $187,395,000 45.4%
JP Morgan Chase Bank $135,910,000 32.9%
Deutsche Bank Trust
Company Americas $45,850,000 11.1%
Boston Safe Deposit
and Trust Company $21,575,000 5.2%
CLASS B SERIES
2000-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Deutsche Bank Trust
Company Americas $25,000,000 62.5%
JP Morgan Chase Bank $13,000,000 32.5%
The Northern Trust
Company $2,000,000 5.0%
CLASS A SERIES
2000-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank and
Trust Company $314,000,000 38.1%
Boston Safe Deposit
and Trust Company $258,455,000 31.3%
JP Morgan Chase Bank $91,115,000 11.0%
Citibank, N.A. $89,000,000 10.8%
- 8 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ -------
CLASS B SERIES
2000-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $37,500,000 46.9%
Mizuho Trust &
Banking Co. (USA) $30,000,000 37.5%
Bank of Tokyo -
Mitsubishi Trust Company $10,000,000 12.5%
CLASS A SERIES
2000-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of Tokyo -
Mitsubishi Trust Company $1,000,000,000 100.0%
CLASS B SERIES
2000-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $48,970,000 50.5%
Bank of Tokyo -
Mitsubishi Trust Company $48,000,000 49.5%
CLASS A SERIES
2000-5 FLOATING
RATE ASSET
BACKED
CERTFICATES: Boston Safe Deposit
and Trust Company $196,535,000 30.2%
The Northern Trust
Company $142,858,000 21.9%
Citibank, N.A. $93,000,000 14.3%
JP Morgan Chase Bank $73,820,000 11.4%
CLASS B SERIES
2000-5 FLOATING
RATE ASSET
BACKED
CERTFICATES: JP Morgan Chase Bank $39,030,000 61.9%
Boston Safe Deposit
and Trust Company $16,500,000 26.2%
Citibank, N.A. $5,500,000 8.7%
- 9 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2001-1 FLOATING
RATE ASSET
BACKED
CERTFICATES: State Street Bank and
Trust Company $195,850,000 31.7%
JP Morgan Chase Bank $163,250,000 26.4%
Boston Safe Deposit
and Trust Company $152,000,000 24.6%
Deutsche Bank Trust
Company Americas $57,000,000 9.2%
CLASS B SERIES
2001-1 FLOATING
RATE ASSET
BACKED
CERTFICATES: Merrill Lynch, Pierce,
Fenner & Smith
Safekeeping $20,000,000 33.3%
The Bank of New York $10,000,000 16.6%
Bank of Tokyo -
Mitsubishi Trust Company $10,000,000 16.6%
Deutsche Bank Trust
Company Americas $10,000,000 16.6%
JP Morgan Chase Bank $10,000,000 16.6%
CLASS A SERIES
2001-2 5.53%
ASSET BACKED
CERTIFICATES: Boston Safe Deposit
and Trust Company $47,170,000 21.8%
State Street Bank and
Trust Company $33,540,000 15.5%
Deutsche Bank Trust
Company Americas $33,490,000 15.5%
JP Morgan Chase Bank $29,335,000 13.6%
The Bank of New York $14,760,000 6.8%
The Northern Trust
Company $11,625,000 5.4%
- 10 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-2 5.83%
ASSET BACKED
CERTIFICATES: JP Morgan Chase Bank $13,000,000 86.7%
State Street Bank -
Bank Portfolio $2,000,000 13.3%
CLASS A SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Deutsche Bank Trust
Company Americas $146,000,000 23.6%
State Street Bank and
Trust Company $144,250,000 23.3%
The Northern Trust
Company $115,000,000 18.6%
JP Morgan Chase Bank $50,000,000 8.1%
The Bank of New York $44,000,000 7.1%
Harris Trust and
Savings Bank $35,000,000 5.7%
CLASS B SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mizuho Trust &
Banking Co. (USA) $20,000,000 33.3%
The Bank of New York $10,000,000 16.6%
Boston Safe Deposit
and Trust Company $10,000,000 16.6%
Deutsche Bank Trust
Company Americas $10,000,000 16.6%
JP Morgan Chase Bank $10,000,000 16.6%
- 11 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Boston Safe Deposit
and Trust Company $188,653,000 31.5%
Deutsche Bank Trust
Company Americas $96,498,000 16.1%
The Northern Trust
Company $92,000,000 15.4%
JP Morgan Chase Bank $72,799,000 12.2%
CLASS B SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of Tokyo -
Mitsubishi Trust Company $18,000,000 31.0%
JP Morgan Chase Bank $15,000,000 25.6%
The Bank of New York $10,000,000 17.2%
Deutsche Bank Trust
Company Americas $10,000,000 17.2%
Boston Safe Deposit
and Trust Company $5,000,000 8.6%
CLASS A SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank, N.A. $123,385,000 29.9%
JP Morgan Chase Bank $100,640,000 24.4%
Harris Trust and
Savings Bank $50,000,000 12.1%
Wachovia Bank N.A. -
Phila. Main $49,300,000 11.9%
- 12 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mizuho Trust &
Banking Co. (USA) $20,000,000 50.0%
JP Morgan Chase Bank $13,000,000 32.5%
The Bank of New York $7,000,000 17.5%
CLASS A SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $190,000,000 32.9%
The Northern Trust
Company $95,000,000 16.5%
The Bank of New York $93,500,000 16.2%
Boston Safe Deposit
and Trust Company $79,000,000 13.7%
Deutsche Bank Trust
Company Americas $50,000,000 8.7%
CLASS B SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $50,800,000 90.7%
Brown Brothers Harriman
& Co. $5,200,000 9.3%
CLASS A SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $267,750,000 49.9%
The Bank of New York $134,310,000 25.0%
Citibank, N.A. $55,000,000 10.3%
Dresdner Kleinwort
Wasserstein Securities LLC $45,690,000 8.5%
- 13 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: The Bank of New York $15,000,000 28.8%
JP Morgan Chase Bank $15,000,000 28.8%
Boston Safe Deposit
and Trust Company $12,000,000 23.1%
Bank of Tokyo -
Mitsubishi Trust Company $10,000,000 19.2%
CLASS A SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $334,950,000 44.1%
Citibank, N.A. $193,600,000 25.5%
Boston Safe Deposit
and Trust Company $80,290,000 10.6%
The Bank of New York $54,100,000 7.1%
CLASS B SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Deutsche Bank Trust
Company Americas $30,000,000 40.8%
JP Morgan Chase Bank $17,600,000 23.9%
The Bank of New York $14,000,000 19.0%
JP Morgan Chase Bank/
Correspondence Clearing
Services $12,000,000 16.3%
- 14 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: The Bank of New York $215,000,000 27.7%
JP Morgan Chase Bank $185,000,000 23.9%
Citibank, N.A. $76,500,000 9.9%
Boston Safe Deposit
and Trust Company $75,000,000 9.7%
State Street Bank and
Trust Company $61,000,000 7.9%
Citibank Dealer -
Tax Exempt Operations $60,000,000 7.7%
CLASS B SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Boston Safe Deposit
and Trust Company $25,000,000 33.2%
Deutsche Bank Trust
Company Americas $20,700,000 27.5%
Citibank, N.A. $19,500,000 25.9%
JP Morgan Chase Bank/
Correspondence Clearing
Services $10,000,000 13.3%
- 15 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $200,000,000 26.4%
The Bank of New York $148,110,000 19.5%
State Street Bank and
Trust Company $137,410,000 18.1%
Boston Safe Deposit
and Trust Company $76,380,000 10.1%
Citibank, N.A. $50,500,000 6.7%
Wells Fargo Bank
Minnesota, N.A. $50,000,000 6.6%
State Street Bank -
Bank Portfolio $40,000,000 5.3%
CLASS B SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $42,600,000 57.9%
Boston Safe Deposit
and Trust Company $26,000,000 35.3%
State Street Bank and
Trust Company $5,000,000 6.8%
CLASS A SERIES
2002-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Boston Safe Deposit
and Trust Company $125,815,000 30.5%
The Northern Trust
Company $101,685,000 24.7%
The Bank of New York $76,300,000 18.5%
State Street Bank and
Trust Company $45,915,000 11.1%
Citibank, N.A. $28,450,000 6.9%
- 16 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2002-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $30,000,000 75.0%
Boston Safe Deposit
and Trust Company $10,000,000 25.0%
CLASS A SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank, N.A. $223,000,000 45.1%
JP Morgan Chase Bank $94,000,000 18.9%
The Bank of New York $45,000,000 9.1%
Deutsche Bank Trust
Company Americas/
Deutsche Bank Frankfurt $40,000,000 8.1%
Deutsche Bank Trust
Company Americas $35,000,000 7.1%
U.S. Bank N.A. $30,000,000 6.1%
JP Morgan Chase Bank/
Correspondence Clearing
Services $25,000,000 5.1%
CLASS B SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Deutsche Bank Trust
Company Americas $30,000,000 62.5%
JP Morgan Chase Bank $18,000,000 37.5%
- 17 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $99,000,000 16.7%
State Street Bank and
Trust Company $84,000,000 14.1%
Boston Safe Deposit
and Trust Company $80,000,000 13.5%
The Bank of New York $70,000,000 11.8%
Wells Fargo Bank
Minnesota, N.A. $60,000,000 10.1%
Citibank, N.A. $58,200,000 9.8%
U. S. Bank N.A. $50,000,000 8.4%
Merrill Lynch, Pierce,
Fenner & Smith
Safekeeping $32,000,000 5.4%
CLASS B SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Deutsche Bank Trust
Company Americas $20,000,000 34.7%
Merrill Lynch, Pierce,
Fenner & Smith
Safekeeping $9,000,000 15.6%
JP Morgan Chase Bank $8,000,000 13.9%
Bank of Tokyo -
Mitsubishi Trust Company $5,000,000 8.7%
State Street Bank and
Trust Company $5,000,000 8.7%
Bank One Trust
Company, N.A. $3,500,000 6.1%
- 18 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: The Bank of New York $219,200,000 28.9%
JP Morgan Chase Bank $212,000,000 27.9%
Boston Safe Deposit
and Trust Company $75,000,000 9.9%
State Street Bank and
Trust Company $71,875,000 9.5%
Citibank, N.A. $53,180,000 7.0%
BNP Paribas Securities
Corp./ Bonds $50,000,000 6.6%
CLASS B SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase Bank $56,000,000 76.1%
Citibank, N.A. $16,000,000 21.7%
The address of each of the above participants is:
(a) c/o The Depository Trust and Clearing Corporation
55 Water Street
New York, New York 10041
(b) Not applicable.
(c) Not applicable.
Item 13. Certain Relationships and Related Transactions
The Bank of New York acts as Trustee under the Agreement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Financial Statements:
1. Annual Servicing Statement Delivered to the Trustee (filed
as Exhibit 99.1).
2. Annual Accountant's Report of Ernst & Young LLP (filed as
Exhibit 99.2).
3. Annual Report containing Aggregate Information for the
Fiscal Year (filed as Exhibit 99.3).
- 19 -
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K since April
1, 2002:
1. Form 8-K, dated April 15, 2002, attaching the Monthly
Servicer's Certificate for the due period February 25, 2002
through March 26, 2002.
2. Form 8-K, dated April 16, 2002, attaching the Series Term
Sheet, dated April 16, 2002, which sets forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates, Series 2002-2, and the Class B Floating Rate
Asset Backed Certificates, Series 2002-2, of the American
Express Credit Account Master Trust.
3. Form 8-K, dated April 25, 2002, attaching the Series 2002-2
Supplement, dated April 25, 2002, supplementing the Pooling
and Servicing Agreement, dated May 16, 1996.
4. Form 8-K, dated May 7, 2002, attaching the Series Term
Sheet, dated May 7, 2002, which sets forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates, Series 2002-3, and the Class B Floating Rate
Asset Backed Certificates, Series 2002-3, of the American
Express Credit Account Master Trust.
5. Form 8-K, dated May 15, 2002, attaching the Monthly
Servicer's Certificate for the due period March 27, 2002
through April 25, 2002.
6. Form 8-K, dated May 16, 2002, attaching the Series 2002-3
Supplement, dated May 16, 2002, supplementing the Pooling
and Servicing Agreement, dated May 16, 1996.
7. Form 8-K, dated June 17, 2002, attaching the Monthly
Servicer's Certificate for the due period April 26, 2002
through May 25, 2002.
8. Form 8-K, dated July 8, 2002, attaching the Series Term
Sheet, dated July 8, 2002, which sets forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates, Series 2002-4, and the Class B Floating Rate
Asset Backed Certificates, Series 2002-4, of the American
Express Credit Account Master Trust.
9. Form 8-K, dated July 8, 2002, attaching the Series Term
Sheet, dated July 8, 2002, which sets forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates, Series 2002-5, and the Class B Floating Rate
Asset Backed Certificates, Series 2002-5, of the American
Express Credit Account Master Trust.
10. Form 8-K, dated July 15, 2002, attaching the Monthly
Servicer's Certificate for the due period May 26, 2002
through June 24, 2002.
11. Form 8-K, dated July 17, 2002, attaching the 2002-4
Supplement, dated July 17, 2002, supplementing the Pooling
and Servicing Agreement, dated May 16, 1996.
12. Form 8-K, dated July 17, 2002, attaching the 2002-5
Supplement, dated July 17, 2002, supplementing the Pooling
and Servicing Agreement, dated May 16, 1996.
13. Form 8-K, dated August 6, 2002, attaching the Series Term
Sheet, dated August 6, 2002, which sets forth the proposed
issuance of the Class A Floating Rate Asset Backed
Certificates, Series 2002-6, and the Class B Floating Rate
Asset Backed Certificates, Series 2002-6, of the American
Express Credit Account Master Trust.
14. Form 8-K, dated August 15, 2002, attaching the 2002-6
Supplement, dated August 15, 2002, supplementing the Pooling
and Servicing Agreement, dated May 16, 1996.
- 20 -
15. Form 8-K, dated August 15, 2002, attaching the Monthly
Servicer's Certificate for the due period June 25, 2002
through July 25, 2002.
16. Form 8-K, dated September 16, 2002, attaching the Monthly
Servicer's Certificate for the due period July 26, 2002
through August 25, 2002.
17. Form 8-K, dated October 15, 2002, attaching the Monthly
Servicer's Certificate for the due period August 26, 2002
through September 25, 2002.
18. Form 8-K, dated November 15, 2002, attaching the Monthly
Servicer's Certificate for the due period September 26, 2002
through October 25, 2002.
19. Form 8-K, dated December 11, 2002, attaching Assignment No.
10 of Receivables in Additional Accounts, dated December 11,
2002, among American Express Centurion Bank, American
Express Receivables Financing Corporation II and The Bank of
New York.
20. Form 8-K, dated December 16, 2002, attaching the Monthly
Servicer's Certificate for the due period October 26, 2002
through November 24, 2002.
21. Form 8-K, dated January 15, 2003, attaching the Monthly
Servicer's Certificate for the due period November 25, 2002
through December 25, 2002.
22. Form 8-K, dated February 10, 2003, attaching the Series Term
Sheet, dated February 10, 2002, which sets forth the
proposed issuance of the Class A Floating Rate Asset Backed
Certificates, Series 2003-1, and the Class B Floating Rate
Asset Backed Certificates, Series 2003-1, of the American
Express Credit Account Master Trust.
23. Form 8-K, dated February 18, 2003, attaching the Monthly
Servicer's Certificate for the due period December 26, 2002
through January 25, 2003.
24. Form 8-K, dated February 20, 2003, attaching the 2003-1
Supplement, dated February 20, 2003, supplementing the
Pooling and Servicing Agreement, dated May 16, 1996.
25. Form 8-K, dated March 17, 2003, attaching the Monthly
Servicer's Certificate for the due period January 26, 2003
through February 24, 2003.
(c) Exhibits:
4.1 Pooling and Servicing Agreement, dated May 16, 1996
(incorporated by reference to Exhibit 4.1 of Form 8-A12G
filed by registrant on May 30, 1996, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement,
dated March 30, 2001, amending the Pooling and Servicing
Agreement, dated as of May 16, 1996 (incorporated by
reference to Exhibit 5.2 of Form 8-K, dated March 30, 2001,
File No. 000-20787).
4.3 Supplemental Assumption Agreement, dated June 27, 1996,
between American Express Centurion Bank, as Assignor, and
American Express Deposit Corporation, as Assignee, with
respect to the Pooling and Servicing Agreement Governing the
American Express Credit Account Master Trust (incorporated
by reference to Exhibit 4.3 of Form 8-K, dated July 15,
1996, File No. 000-20787).
4.4 Assignment No. 1 of Receivables in Additional Accounts,
dated August 7, 1997, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 20.2 of Form
8-K, dated August 15, 1997, File No. 000-20787).
- 21 -
4.5 Assignment No. 3 of Receivables in Additional Accounts,
dated September 13, 1999, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 99.1 of Form
8-K, dated September 1, 1999, File No. 000-20787).
4.6 Assignment No. 4 of Receivables in Additional Accounts,
dated May 19, 2000, by and among American Express Centurion
Bank and American Express Receivables Financing Corporation
II, as transferors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 99.01 of Form 8-K,
dated May 19, 2000, File No. 000-20787).
4.7 Assignment No. 5 of Receivables in Additional Accounts,
dated August 8, 2000, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 99.01 of Form
8-K, dated August 8, 2000, File No. 000-20787).
4.8 Assignment No. 6 of Receivables in Additional Accounts,
dated March 2, 2001, by and among American Express Centurion
Bank and American Express Receivables Financing Corporation
II, as transferors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 99.01 of Form 8-K,
dated March 27, 2001, File No. 000-20787).
4.9 Assignment No. 7 of Receivables in Additional Accounts,
dated July 18, 2001, by and among American Express Centurion
Bank and American Express Receivables Financing Corporation
II, as transferors, and The Bank of New York, as trustee
(incorporated by reference to Exhibit 99.01 of Form 8-K,
dated July 18, 2001, File No. 000-20787).
4.10 Assignment No. 8 of Receivables in Additional Accounts,
dated January 25, 2002, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 99.01 of Form
8-K, dated January 25, 2002, File No. 000-20787).
4.11 Assignment No. 9 of Receivables in Additional Accounts,
dated March 14, 2002, by and among American Express
Centurion Bank and American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 99.01 of Form
8-K, dated March 14, 2002, File No. 000-20787).
4.12 Assignment No. 10 of Receivables in Additional Accounts,
dated December 11, 2002, by and among American Express
Centurion Bank, American Express Receivables Financing
Corporation II, as transferors, and The Bank of New York, as
trustee (incorporated by reference to Exhibit 99.01 of Form
8-K, dated December 11, 2002, File No. 000-20787).
4.13 Supplemental Conveyance No. 1, dated August 7, 1997, by and
between American Express Credit Corporation as seller, and
American Express Receivables Financing Corporation II, as
purchaser (incorporated by reference to Exhibit 20.3 of Form
8-K, dated August 15, 1997, File No. 000-20787).
4.14 Supplemental Conveyance No. 3, dated September 13, 1999, by
and between American Express Credit Corporation, as seller,
and American Express Receivables Financing Corporation II,
as purchaser (incorporated by reference to Exhibit 99.2 of
Form 8-K, dated September 21, 1999, File No. 000-20787).
4.15 Supplemental Conveyance No. 4, dated May 19, 2000, by and
between American Express Credit Corporation as seller, and
American Express Receivables Financing Corporation II, as
purchaser (incorporated by reference to Exhibit 99.02 of
Form 8-K, dated May 19, 2000, File No. 000-20787).
- 22 -
4.16 Supplemental Conveyance No. 5, dated August 8, 2000, by and
between American Express Credit Corporation as seller, and
American Express Receivables Financing Corporation II, as
purchaser (incorporated by reference to Exhibit 99.02 of
Form 8-K, dated August 8, 2000, File No. 000-20787).
4.17 Supplemental Conveyance No. 6, dated March 2, 2001, by and
between American Express Credit Corporation as seller, and
American Express Receivables Financing Corporation II, as
purchaser (incorporated by reference to Exhibit 99.02 of
Form 8-K, dated March 27, 2001, File No. 000-20787).
4.18 Series 1998-1 Supplement to the Pooling and Servicing
Agreement, dated June 23, 1998 (incorporated by reference to
Exhibit 4.1 of Form 8-K, dated July 15, 1998, File No.
000-20787).
4.19 Series 1999-1 Supplement to the Pooling and Servicing
Agreement, dated April 21, 1999 (incorporated by reference
to Exhibit 4.1 of Form 8-A12G, dated April 21, 1999, File
No. 000-20787).
4.20 Series 1999-2 Supplement to the Pooling and Servicing
Agreement, dated May 19, 1999 (incorporated by reference to
Exhibit 4.2 of Form 8-A12G, dated May 19, 1999, File No.
000-20787).
4.21 Series 1999-3 Supplement to the Pooling and Servicing
Agreement, dated May 19, 1999 (incorporated by reference to
Exhibit 4.3 of Form 8-A12G, dated May 19, 1999, File No.
000-20787).
4.22 Series 1999-5 Supplement to the Pooling and Servicing
Agreement, dated August 17, 1999 (incorporated by reference
to Exhibit 4.3 of Form 8-A12G, dated August 17, 1999, File
No. 000-20787).
4.23 Series 2000-1 Supplement to the Pooling and Servicing
Agreement, dated February 16, 2000 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February 16,
2000, File No. 000-20787).
4.24 Series 2000-2 Supplement to the Pooling and Servicing
Agreement, dated February 16, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-K, dated February 16,
2000, File No. 000-20787).
4.25 Series 2000-3 Supplement to the Pooling and Servicing
Agreement, dated May 3, 2000 (incorporated by reference to
Exhibit 4.1 of Form 8-K, dated May 3, 2000, File No.
000-20787).
4.26 Series 2000-4 Supplement to the Pooling and Servicing
Agreement, dated June 22, 2000 (incorporated by reference to
Exhibit 4.2 of Form 8-A12G, dated June 22, 2000, File No.
000-20787).
4.27 Series 2000-5 Supplement to the Pooling and Servicing
Agreement, dated September 15, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-A12G, dated September 15,
2000, File No. 000-20787).
4.28 Series 2001-1 Supplement to the Pooling and Servicing
Agreement, dated February 23, 2001 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February 23,
2001, File No. 000-20787).
4.29 Series 2001-2 Supplement to the Pooling and Servicing
Agreement, dated March 23, 2001 (incorporated by reference
to Exhibit 5.1 of Form 8-K, dated March 23, 2001, File No.
000-20787).
- 23 -
4.30 Series 2001-3 Supplement to the Pooling and Servicing
Agreement, dated April 3, 2001 (incorporated by reference to
Exhibit 5.1 of Form 8-K, dated March 30, 2001, File No.
000-20787).
4.31 Series 2001-4 Supplement to the Pooling and Servicing
Agreement, dated April 19, 2001 (incorporated by reference
to Exhibit 5.1 of Form 8-K, dated April 19, 2001, File No.
000-20787).
4.32 Series 2001-5 Supplement to the Pooling and Servicing
Agreement, dated May 9, 2001 (incorporated by reference to
Exhibit 5.1 of Form 8-K, dated as of May 9, 2001, File No.
000-20787).
4.33 Series 2001-6 Supplement to the Pooling and Servicing
Agreement, dated June 12, 2001 (incorporated by reference to
Exhibit 5.1 of Form 8-K, dated June 12, 2001, File No.
000-20787).
4.34 Series 2001-7 Supplement to the Pooling and Servicing
Agreement, dated August 21, 2001 (incorporated by reference
to Exhibit 5.1 of Form 8-K, dated August 21, 2001, File No.
000-20787).
4.35 Series 2002-1 Supplement to the Pooling and Servicing
Agreement, dated February 21, 2002 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated February 21,
2002, File No. 000-20787).
4.36 Series 2002-2 Supplement to the Pooling and Servicing
Agreement, dated April 25, 2002 (incorporated by reference
to Exhibit 4.1 of Form 8-K, dated April 25, 2002, File No.
000-20787).
4.37 Series 2002-3 Supplement to the Pooling and Servicing
Agreement, dated May 16, 2003 (incorporated by reference to
Exhibit 4.1 of Form 8-K, dated May 16, 2002, File No.
000-20787).
4.38 Series 2002-4 Supplement to the Pooling and Servicing
Agreement, dated July 17, 2002 (incorporated by reference to
Exhibit 4.1 of Form 8-K, dated July 17, 2002, File No.
000-20787).
4.39 Series 2002-5 Supplement to the Pooling and Servicing
Agreement, dated July 17, 2002 (incorporated by reference to
Exhibit 4.1 of Form 8-K, dated July 17, 2002, File No.
000-20787).
4.40 Series 2002-6 Supplement to the Pooling and Servicing
Agreement, dated August 15, 2002 (incorporated by reference
to Exhibit 4.1 of Form 8-K, dated August 15, 2002, File No.
000-20787).
4.41 Series 2003-1 Supplement to the Pooling and Servicing
Agreement, dated February 20, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated August 15, 2002,
File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference
to Exhibit 10.1 of Registration Statement on Form S-3, filed
March 6, 1996, File No. 33-95784).
24.1 Power of Attorney for American Express Centurion Bank.
24.2 Power of Attorney for American Express Receivables Financing
Corporation II.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for the
Fiscal Year.
- 24 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
AMERICAN EXPRESS CENTURION BANK,
Co-Originator of the Trust and Registrant
By: /s/ Daniel L. Follett
-----------------------------------
Daniel L. Follett
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed by the following persons in the capacities
indicated.
*
- ----------------------------------
Ashwini Gupta Director and Chairman
*
- ----------------------------------
David E. Poulsen Director, President and
Chief Executive Officer
- ----------------------------------
Maria J. Garciaz Director
*
- ----------------------------------
Roger Goldman Director
- ----------------------------------
William Isaac Director
*
- ----------------------------------
Peter A. Lefferts Director
*
- ----------------------------------
Frank L. Skillern Director
- ----------------------------------
Jay B. Stevelman Director
*
- ----------------------------------
Roslyn M. Watson Director
* By: /s/ Tim Heine
-----------------------------
Tim Heine
Attorney-in-Fact
Dated: March 27, 2003
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION II,
Co-Originator of the Trust and Registrant
By: /s/ Leslie R. Scharfstein
---------------------------
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities
indicated.
*
- ----------------------------------
Leslie R. Scharfstein President
(Principal Executive Officer)
*
- ----------------------------------
John D. Koslow Vice President and Treasurer
(Principal Finance Officer and
Principal Accounting Officer)
*
- ----------------------------------
Donald J. Puglisi Director
*
- ----------------------------------
David Yowan Director
* By: /s/ Leslie R. Scharfstein
-----------------------------
Leslie R. Scharfstein
Attorney-in-Fact
Dated: March 27, 2003
Certification
I, Daniel L. Follett, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of American Express Credit
Account Master Trust;
2. Based on my knowledge, the information in these reports, taken as a whole,
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 as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to
be provided to the trustee by the servicer under the pooling and servicing, or
similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the trustee in accordance with the
terms of the pooling and servicing, or similar, agreement, and except as
disclosed in the reports, the servicer has fulfilled its obligations under the
servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's
compliance with the minimum servicing standards based upon the report provided
by an independent public accountant, after conducting a review in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the pooling and servicing, or similar, agreement,
that is included in these reports.
Date: March 31, 2003
/s/ Daniel L. Follett
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Name: Daniel L. Follett
Title: Chief Financial Officer and Treasurer, American Express Centurion Bank
Certification
I, Leslie R. Scharfstein, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods
included in the year covered by this annual report, of American Express Credit
Account Master Trust;
2. Based on my knowledge, the information in these reports, taken as a whole,
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 as of the
last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to
be provided to the trustee by the servicer under the pooling and servicing, or
similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the report and required to be delivered to the trustee in accordance with the
terms of the pooling and servicing, or similar, agreement, and except as
disclosed in the reports, the servicer has fulfilled its obligations under the
servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicer's
compliance with the minimum servicing standards based upon the report provided
by an independent public accountant, after conducting a review in compliance
with the Uniform Single Attestation Program for Mortgage Bankers or similar
procedure, as set forth in the pooling and servicing, or similar, agreement,
that is included in these reports.
Date: March 31, 2003
/s/ Leslie R. Scharfstein
- ----------------------------
Name: Leslie R. Scharfstein
Title: President, American Express Receivables Financing Corporation II
EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report or, where
indicated, were heretofore filed and are hereby incorporated by reference (*
indicates exhibits electronically filed herewith).
4.1 Pooling and Servicing Agreement, dated May 16, 1996 (incorporated by
reference to Exhibit 4.1 of Form 8-A12G filed by registrant on May 30,
1996, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement, dated March 30,
2001, amending the Pooling and Servicing Agreement, dated May 16, 1996
(incorporated by reference to Exhibit 5.2 of Form 8-K, dated March 30,
2001, File No. 000-20787).
4.3 Supplemental Assumption Agreement, dated June 27, 1996, between American
Express Centurion Bank, as Assignor, and American Express Deposit
Corporation, as Assignee, with respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account Master Trust
(incorporated by reference to Exhibit 4.3 of Form 8-K, dated July 15,
1996, File No. 000-20787).
4.4 Assignment No. 1 of Receivables in Additional Accounts, dated August 7,
1997, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K,
dated August 15, 1997, File No. 000-20787).
4.5 Assignment No. 3 of Receivables in Additional Accounts, dated September
13, 1999, by and among American Express Centurion Bank and American
Express Receivables Financing Corporation II, as transferors, and The
Bank of New York, as trustee (incorporated by reference to Exhibit 99.1
of Form 8-K, dated September 1, 1999, File No. 000-20787).
4.6 Assignment No. 4 of Receivables in Additional Accounts, dated as of May
19, 2000, by and among American Express Centurion Bank and American
Express Receivables Financing Corporation II, as transferors, and The
Bank of New York, as trustee (incorporated by reference to Exhibit 99.01
of Form 8-K, dated May 19, 2000, File No. 000-20787).
4.7 Assignment No. 5 of Receivables in Additional Accounts, dated August 8,
2000, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated August 8, 2000, File No. 000-20787).
4.8 Assignment No. 6 of Receivables in Additional Accounts, dated March 2,
2001, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated March 27, 2001, File No. 000-20787).
4.9 Assignment No. 7 of Receivables in Additional Accounts, dated July 18,
2001, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated July 18, 2001, File No. 000-20787).
4.10 Assignment No. 8 of Receivables in Additional Accounts, dated January 25,
2002, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated January 25, 2002, File No. 000-20787).
4.11 Assignment No. 9 of Receivables in Additional Accounts, dated March 14,
2002, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated March 14, 2002, File No. 000-20787).
4.12 Assignment No. 10 of Receivables in Additional Accounts, dated December
11, 2002, by and among American Express Centurion Bank, American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated December 11, 2002, File No. 000-20787).
4.13 Supplemental Conveyance No. 1, dated as of August 7, 1997, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 20.3 of Form 8-K, dated August 15, 1997, File No.
000-20787).
4.14 Supplemental Conveyance No. 3, dated September 13, 1999, by and between
American Express Credit Corporation, as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.2 of Form 8-K, dated September 21, 1999, File No.
000-20787).
4.15 Supplemental Conveyance No. 4, dated May 19, 2000, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated May 19, 2000, File No.
000-20787).
4.16 Supplemental Conveyance No. 5, dated August 8, 2000, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated August 8, 2000, File No.
000-20787).
4.17 Supplemental Conveyance No. 6, dated March 2, 2001, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated March 27, 2001, File No.
000-20787).
4.18 Series 1998-1 Supplement to the Pooling and Servicing Agreement, dated
June 23, 1998 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 15, 1998, File No. 000-20787).
4.19 Series 1999-1 Supplement to the Pooling and Servicing Agreement, dated
April 21, 1999 (incorporated by reference to Exhibit 4.1 of Form 8-A12G,
dated April 21, 1999, File No. 000-20787).
4.20 Series 1999-2 Supplement to the Pooling and Servicing Agreement, dated
May 19, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G,
dated May 19, 1999, File No. 000-20787).
4.21 Series 1999-3 Supplement to the Pooling and Servicing Agreement, dated
May 19, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G,
dated May 19, 1999, File No. 000-20787).
4.22 Series 1999-5 Supplement to the Pooling and Servicing Agreement, dated
August 17, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G,
dated August 17, 1999, File No. 000-20787).
4.23 Series 2000-1 Supplement to the Pooling and Servicing Agreement, dated
February 16, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated February 16, 2000, File No. 000-20787).
4.24 Series 2000-2 Supplement to the Pooling and Servicing Agreement, dated
February 16, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated February 16, 2000, File No. 000-20787).
4.25 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated
May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
May 3, 2000, File No. 000-20787).
4.26 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated
June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G,
dated June 22, 2000, File No. 000-20787).
4.27 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated
September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form
8-A12G, dated September 15, 2000, File No. 000-20787).
4.28 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated
February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated February 23, 2001, File No. 000-20787).
4.29 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated
March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated March 23, 2001, File No. 000-20787).
4.30 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated
April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated March 30, 2001, File No. 000-20787).
4.31 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated
April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated April 19, 2001, File No. 000-20787).
4.32 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated
May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated
May 9, 2001, File No. 000-20787).
4.33 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated
June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated June 12, 2001, File No. 000-20787).
4.34 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated
August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated August 21, 2001, File No. 000-20787).
4.35 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated
February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated February 21, 2002, File No. 000-20787).
4.36 Series 2002-2 Supplement to the Pooling and Servicing Agreement, dated
April 25, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated April 25, 2002, File No. 000-20787).
4.37 Series 2002-3 Supplement to the Pooling and Servicing Agreement, dated
May 16, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
May 16, 2002, File No. 000-20787).
4.38 Series 2002-4 Supplement to the Pooling and Servicing Agreement, dated
July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 17, 2002, File No. 000-20787).
4.39 Series 2002-5 Supplement to the Pooling and Servicing Agreement, dated
July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 17, 2002, File No. 000-20787).
4.40 Series 2002-6 Supplement to the Pooling and Servicing Agreement, dated
August 15, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 15, 2002, File No. 000-20787).
4.41 Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated
February 20, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 15, 2002, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference to Exhibit
10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No.
33-95784).
24.1* Power of Attorney for American Express Centurion Bank.
24.2* Power of Attorney for American Express Receivables Financing Corporation
II.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.