SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM S-1
POST-EFFECTIVE AMENDMENT NUMBER 29 TO
REGISTRATION STATEMENT NUMBER 2-76193
American Express Installment Certificate
UNDER
THE SECURITIES ACT OF 1933
AMERICAN EXPRESS CERTIFICATE COMPANY
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(Exact name of registrant as specified in charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
6725
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(Primary Standard Industrial Classification Code Number)
41-6009975
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(I.R.S. Employer Identification No.)
70100 AXP Financial Center, Minneapolis, MN 55474, (612) 671-3131
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
H. Bernt von Ohlen - 50605 AXP Financial Center,
Minneapolis, MN 55474, (612) 671-7981
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CONTENTS OF THIS POST-EFFECTIVE AMENDMENT NO. 29 TO
REGISTRATION STATEMENT NO. 2-76193
Cover Page
Prospectus
Part II Information
Signatures
Exhibits
(logo)
American
Express(R)
Certificates
American Express
Installment
Certificate
PROSPECTUS APRIL 30, 2003
Earn attractive rates while you build your savings.
American Express Certificate Company (AECC), formerly IDS Certificate Company,
issues American Express Installment Certificates. You may:
o Purchase this certificate with monthly investments in any amount from $50
through $5,000.
o Earn a fixed rate of interest declared every three months.
o Receive bonus interest payments if you make regular investments for
specified periods.
o Keep your certificate for up to 10 years from its issue date.
Like all investment companies, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
This certificate is backed solely by the assets of AECC. See "Risk Factors" on
page 2p.
AECC is not a bank or financial institution, and the securities it offers are
not deposits or obligations of, or backed or guaranteed or endorsed by, any bank
or financial institution, nor are they insured by the Federal Deposit Insurance
Corporation (FDIC), the Federal Reserve Board or any other agency.
The distributor is not required to sell any specific amount of certificates.
Issuer: American Express Certificate Company
70100 AXP Financial Center
Minneapolis, MN 55474
(800) 862-7919 (toll free)
Distributor: American Express Financial Advisors Inc.
(logo)
AMERICAN
EXPRESS
(R)
Initial Interest Rates
AECC guarantees a fixed rate of interest for each three-month period during the
life of your certificate. The rate for your first three months will be within a
specified range of the average rate for bank money market accounts published in
the most recent BANK RATE MONITOR(R) (BRM), Top 25 Market Average(R). BANK RATE
MONITOR and Top 25 Market Average are marks owned by BANK RATE.COMSM, a
publication of Bankrate, Inc., N. Palm Beach, FL 33408. See "About the
Certificate" for more explanation.
Here are the interest rates in effect April 30, 2003:
Simple interest rate 0.65%
Effective annualized yield* 0.65%
* Assuming monthly compounding.
These rates may or may not have changed when you apply to purchase your
certificate. Rates for later three-month terms are set at the discretion of AECC
and may also differ from the rates shown here. See "Rates for New Purchases"
under "About the Certificate" for further information.
AECC may offer different rates for different distribution channels. For more
information call (800) 862-7919.
RISK FACTORS
You should consider the following when investing in this certificate:
This certificate is backed solely by the assets of AECC. Most of our assets are
debt securities and are subject to the following risks:
Interest rate risk: The price of debt securities generally falls as interest
rates increase, and rises as interest rates decrease. In general, the longer the
maturity of a bond, the greater its loss of value as interest rates increase,
and the greater its gain in value as interest rates decrease. See "How Your
Money Is Used and Protected."
Credit risk: This is the risk that the issuer of a security, or the counterparty
to a contract, will default or otherwise become unable to honor a financial
obligation (such as payments due on a bond or note). Credit ratings of the
issuers of securities in our portfolio vary. See "How Your Money Is Used and
Protected."
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2p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Table of Contents
Initial Interest Rates...................................................2p
Risk Factors.............................................................2p
About the Certificate....................................................4p
Read and Keep This Prospectus............................................4p
Investment Amounts.......................................................4p
Face Amount and Principal................................................4p
Value at Maturity........................................................4p
Receiving Cash During the Term...........................................4p
Interest.................................................................4p
Rates for New Purchases..................................................5p
Promotions and Pricing Flexibility.......................................6p
Bonus Payments...........................................................7p
Calculating Your Bonus...................................................9p
How to Invest and Withdraw Funds........................................12p
Buying Your Certificate.................................................12p
Two Ways to Make Monthly Investments...................................13p
Full and Partial Withdrawals............................................13p
Transfers to Other Accounts.............................................15p
Two Ways to Request a Withdrawal or Transfer...........................15p
Three Ways to Receive Payment When You Withdraw Funds..................16p
Retirement Plans: Special Policies......................................16p
Withdrawal at Death.....................................................17p
Transfer of Ownership...................................................17p
For More Information....................................................17p
Taxes on Your Earnings..................................................17p
Retirement Accounts.....................................................17p
Gifts to Minors.........................................................18p
Your TIN and Backup Withholding.........................................18p
Foreign Investors.......................................................19p
How Your Money Is Used and Protected...................................21p
Invested and Guaranteed by AECC.........................................21p
Regulated by Government.................................................21p
Backed by Our Investments...............................................22p
Investment Policies.....................................................22p
How Your Money Is Managed...............................................25p
Relationship Between AECC and
American Express
Financial Corporation................................................25p
Capital Structure and
Certificates Issued..................................................26p
Investment Management and Services......................................26p
Distribution............................................................27p
Transfer Agent..........................................................27p
Employment of Other
American Express Affiliates..........................................27p
Directors and Officers..................................................28p
Independent Auditors....................................................31p
American Express Certificates...........................................31p
Appendix................................................................32p
Annual Financial Information............................................33p
Summary of Selected Financial Information..............................33p
Management's Discussion and
Analysis of Financial Condition and
Results of Operations................................................34p
American Express Certificate Company
Responsibility for Preparation of
Financial Statements.................................................39p
Report of Independent Auditors..........................................40p
Financial Statements....................................................41p
Notes to Financial Statements...........................................48p
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3p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
About the Certificate
READ AND KEEP THIS PROSPECTUS
This prospectus describes terms and conditions of your American Express
Installment Certificate. It contains facts that can help you decide if the
certificate is the right investment for you. Read the prospectus before you
invest and keep it for future reference. No one has the authority to change the
terms and conditions of the American Express Installment Certificate as
described in the prospectus, or to bind AECC by any statement not in it.
INVESTMENT AMOUNTS
AECC offers the American Express Installment Certificate for scheduled monthly
purchase payment installments in any amount from $50 through $5,000 payable in
U.S. currency (unless you receive prior approval from AECC to invest more). You
may also make additional lump-sum investments in any amount, as long as these
investments plus your scheduled payments over the life of the certificate do not
total more than $600,000. AECC guarantees your principal and interest.
The certificate may be used as an investment for your Individual Retirement
Account (IRA), 401(k) plan account or other qualified retirement plan account.
If so used, the amount of your contribution (investment) will be subject to any
limitations of the plan and applicable federal law.
FACE AMOUNT AND PRINCIPAL
The face amount of your certificate is the total of your scheduled monthly
investments during its 10-year life. The minimum face amount is $6,000 or the
total of 120 monthly investments of $50 each. Your maximum face amount cannot
exceed $600,000. Your principal is the amount you actually invest over the life
of the certificate, less any withdrawals of your investments, and penalties and
fees. It is guaranteed by AECC.
VALUE AT MATURITY
Your certificate matures 10 years from its issue date. At maturity, you will
receive a distribution for the value of your certificate, which will be the
total of your actual investments, plus credited interest not paid to you in cash
and any bonus payments, less withdrawals, penalties and fees.
RECEIVING CASH DURING THE TERM
If you need your money before your certificate term ends, you may withdraw part
or all of its value at any time, less any penalties that apply. Procedures for
withdrawing money, as well as conditions under which penalties apply, are
described in "How to Invest and Withdraw Funds."
INTEREST
Your investments earn interest from the date they are credited to your account.
Interest is compounded and credited at the end of each certificate month (on the
monthly anniversary of the issue date).
AECC declares and guarantees a fixed rate of interest for each three-month term
during the life of your certificate. We calculate the amount of interest you
earn each certificate month by:
o applying the interest rate then in effect to your balance each day,
o adding these daily amounts to get a monthly total, and
o subtracting interest accrued on any amount you withdraw during the
certificate month.
Interest is calculated on a 30-day month and 360-day year basis.
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4p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
This certificate may be available through other distributors or selling agents
with different interest rates or related features and consequently with
different returns. You may obtain information about other such distributors or
selling agents by calling American Express Client Service Corporation (AECSC) at
the telephone numbers listed on the back cover.
RATES FOR NEW PURCHASES
AECC has complete discretion to determine whether to accept an application and
sell a certificate. When your completed application is accepted, and we have
received your initial investment, we will send you a confirmation showing the
rate that your investment will earn for the first three-month period. AECC
guarantees that this rate will be within a range from 0.25 basis points (0.25%)
below to 75 basis points (0.75%) above the average interest rate for bank money
market deposit accounts published in the BRM, Top 25 Market Average(R), on the
first day of the period the rate is declared for. For example, if the average
rate most recently published is 2.75%, our rate in effect for a one-week period
beginning on the Wednesday after that publication would be between 2.50 and
3.50%. (Bank money market deposit accounts are government insured.)
The BRM is a weekly magazine published by Advertising News Service Inc., an
independent national news organization that collects and disseminates
information about bank products and interest rates. Advertising News Service
Inc. has no connection with AECC, American Express Financial Corporation (AEFC),
or any of their affiliates.
The BRM Top 25 Market Average(R) is an index of rates and annual effective
yields offered on various length certificates of deposit by large banks and
thrifts in 25 metropolitan areas. The frequency of compounding varies among the
banks and thrifts. Certificates of deposit in the BRM Top 25 Market Average(R)
are government insured fixed-rate time deposits.
The BRM may be available in your local library. To obtain information on the
current BRM Top 25 Market Average(R) rates, call AECSC at the telephone numbers
listed on the back cover.
Rates for new purchases are reviewed and may change weekly. Normally, the rate
you receive will be the higher of:
o the rate in effect on the date of your application, or
o the rate in effect on the date your completed application is accepted by
AECC.
However, if your application bears a date more than seven days before its
receipt by AECC, the rate you receive will be the higher of:
o the rate in effect on the date your completed application is accepted by
AECC, or
o the rate in effect seven days prior to receipt.
Active or retired American Express employees, AECC directors, American Express
financial advisors, their immediate families and any U.S. employee of any
affiliated company of AECC are guaranteed an initial rate 75 basis points
(0.75%) above the rate offered to the general public, reflecting the lower
distribution costs associated with such sales. Consequently, the highest and
lowest rate in the range of rates for initial terms of such certificates
purchased at the employee rate will be 75 basis points (0.75%) higher than the
comparable rates described at the beginning of this section for ranges of rates
for initial terms.
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5p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Rates for future periods: Interest on your certificate for future three-month
periods may be greater or less than the rates you receive during the first three
months. In setting future interest rates, a primary consideration will be the
prevailing investment climate, including bank money market deposit account
average rates as reflected in the BRM Top 25 Market Average(R). Nevertheless, we
have complete discretion as to what interest shall be declared beyond the
initial three-month period. At least six days in advance of each three-month
period, we will send you notice of the rate that your certificate will earn for
that period. If the BRM Top 25 Market Average(R) is no longer publicly available
or feasible to use, AECC may use another, similar index as a guide for setting
rates.
PROMOTIONS AND PRICING FLEXIBILITY
AECC may sponsor or participate in promotions involving the certificate and its
respective terms. For example, we may offer different rates to new clients, to
existing clients, or to individuals who purchase or use products or services
offered by American Express Company or its affiliates.
We also may offer different rates based on the amount invested, maturity
selected, geographic location and whether the certificate is purchased for an
IRA or a qualified retirement account.
These promotions will generally be for a specified period of time. If we offer a
promotion, rates will be within the range of rates described under "Rates for
New Purchases," above.
Performance: From February 1996 through February 2003, American Express
Installment Certificate yields were generally higher than average bank money
market deposit accounts and Super Now accounts, as measured by the BRM Top 25
Market Average(R).
Yields from February 1996 through February 2003
(line graph)
4%
American Express
3% Installment Certificate
Money Market
2% Deposit Account
Super NOW
1% Account
'96 '97 '98 '99 '00 '01 '02 '03
The graph compares past yields and should not be considered a prediction of
future performance. The Installment Certificate's yields reflect its former
policy, in effect through April 1992, of compounding interest rates each
calendar quarter. Monthly compounding is reflected from February 1996 through
February 2003.
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6p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
BONUS PAYMENTS
If you meet our requirements for your investments, AECC will pay you a monthly
bonus for a period of time. Your bonus will be a percentage of your weighted
average monthly investment (WAMI). This percentage may increase from time to
time if you continue to meet our requirements, including maintaining a minimum
balance. These requirements are set out in the table below. All the periods of
12 months mentioned in the table must begin and end on the date we issue your
certificate or an annual anniversary of that date.
To be eligible for this bonus for 12 months: You must meet these requirements:
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5% annualized bonus payment on your WAMI: During a 12-month period, you must make one or more payments totaling at
least $600. In a subsequent 12-month period, you must make payments
totaling at least an additional $600 for a total principal amount invested
of $1,200, not including interest. The two 12-month periods do not have to
be consecutive. Further, the first 12-month period does not have to be the
year beginning with your first investment. This bonus may be earned in any
certificate year from your second through your ninth year.
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8% annualized bonus payment on your WAMI: During a 12-month period subsequent to your qualification for the 5%
annualized bonus payments, you must make one or more payments totaling at
least $600 for a total principal amount invested of $1,800, not including
interest. This bonus may be earned in any certificate year from your third
through your ninth certificate year.
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10% annualized bonus payment on your WAMI: During a 12-month period subsequent to your qualification for the 8%
annualized bonus payments, you must make one or more payments totaling at
least $600 for a total principal amount invested of $2,400, not including
interest. This bonus may be earned in any certificate year from your fourth
through your ninth certificate year.
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20% annualized bonus payment on your WAMI: During a 12-month period subsequent to your qualification for the 10%
annualized bonus payments, you must make one or more payments totaling at
least $600 for a total principal amount invested of $3,000, not including
interest. This bonus may be earned in any certificate year from your fifth
through your ninth certificate year.
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The rate in the remaining years following attainment of the 20% bonus is
comparable to a fixed rate investment. It may be obtained as soon as your
seventh certificate year or as late as your tenth certificate year.
Bonus payments are credited to your account at the end of each certificate
month. They immediately become part of your balance and begin to earn interest.
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7p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
The illustrations below show the cumulative effect of bonus payments on a
hypothetical investment. Suppose you invest $100 per month, receive interest at
a constant rate of 2.96% (an effective annual yield of 3.00%, assuming a March 1
purchase) and make no additional lump-sum investments and no withdrawals. (The
rate and yield are for illustration only and may not be in effect when you
purchase your certificate.) Your interest, balance and average annual yield
would increase as follows:
Installment Certificate Example
(area graph)
Total Balance
(legend) (z)
8000 (x) Amount Paid In (y)
(y) Interest (x)
6000 (z) Bonus
4000
2000
(x, y, z)
6 12 18 24 30 36 42 48 54 60 66 72
Month
Without bonus Added by bonus Total with bonus
Cumulative Cumulative Average
Cumulative interest on Cumulative interest on annual
investments investments Balance bonus bonus Balance yield*
1st 12-month period $1,200.00 $ 19.42 $1,219.42 $ 0.00 $ 0.00 $1,219.42 3.00%
2nd 12-month period 2,400.00 75.42 2,475.42 0.00 0.00 2,475.42 3.00
3rd 12-month period 3,600.00 169.11 3,769.11 60.00 0.97 3,830.08 4.06
4th 12-month period 4,800.00 301.62 5,101.00 156.00 4.35 5,261.97 4.54
5th 12-month period 6,000.00 474.11 6,474.11 276.00 11.10 6,761.21 4.72
6th 12-month period 7,200.00 687.78 7,887.78 516.00 23.60 8,427.38 5.18
* Average from date of issue to end of year indicated.
Important: The increase in yield that you receive from bonus payments may be
more or less than in the example, depending upon interest rates during the six
years following issue of your certificate. If actual interest rates are higher
than in the example, the effect of the bonus will be less. For example, at a
7.00% interest rate, bonus payments would raise the certificate's average annual
yield from issue through year six by 2.06%, compared to 2.18% (5.18% - 3.00%) in
the example. If actual interest rates are lower than in the example, the
increase in the average annual yield would be somewhat more than 2.18%.
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8p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
CALCULATING YOUR BONUS
To determine your bonus we:
o first calculate your average monthly investment over the life of your
certificate, weighting it to reflect the amount of time each dollar has
been invested (your weighted average monthly investment). Money invested
early is given more weight than money invested later.
o then calculate your monthly bonus as a specified percentage of your
weighted average monthly investment.
Here is an example to illustrate the two calculations: Suppose you make 24
consecutive monthly investments -- $100 per month for the first six months and
$150 per month thereafter (a total of $3,300).
Calculating your bonus
Month Investment Months held Weighted value
1 $ 100 x 24 = $ 2,400
2 100 23 2,300
3 100 22 2,200
4 100 21 2,100
5 100 20 2,000
6 100 19 1,900
7... 150 18... 2,700
24 150 1 150
Sum $3,300 300 $38,550
Total amount invested over
24 months
1. Calculate the weighted value of each month's investment.
Multiply the amount invested ($100) by the number of months it is held --
24 months for the first $100, 23 months for the second, etc.
Example: Amount invested in month 1 is $100. The investment will be held 24
months. $100 x 24 months = $2,400 monthly weighted value.
2. Add the weighted values:
$2,400 + $2,300 + $2,200 +...$150 = $38,550 is the total weighted value of
the investment.
3. Add the number of months held:
24 + 23 + 22 +...1 = 300
300 is the total number of months the investment is held.
4. Divide the total weighted value of the investment (step 2) by the total
number of months the investment is held (step 3):
$38,550 / 300 = $128.50 is your weighted average monthly investment (WAMI)
at the end of 24 months.
5. Multiply your WAMI by the applicable bonus percentage (5% in the third
year):
5% of $128.50 = $6.43 is your bonus payment each month in year three, a
total of $77 for the year.
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9p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Here is another example: Suppose you make one investment of $600 in the first
month then your next investment is $600 in the 24th month (a total of $1,200).
Month Investment Months held Weighted Value
1 $ 600 x 24 = $14,400
2 0 23 0
3 0 22 0
4 0 21 0
5 0 20 0
6 0 19 0
7... 0 18 0
24 600 1 600
Sum $1,200 300 $15,000
Total amount invested
over 24 months
1. Calculate the weighted value of each month's investment.
Multiply the amount invested ($600) by the number of months it is held.
Example: Amount invested in month 1 is $600. The investment will be held 24
months. $600 x 24 months = $14,400 monthly weighted value.
2. Add the weighted values:
$14,400 + 0 + $600 = $15,000
$15,000 is the total weighted value of the investment.
3. Add the number of months held:
24 + 23 + 22 +...1 = 300
300 is the total number of months the investment is held.
4. Divide the total weighted value of the investment (step 2) by the total
number of months the investment is held (step 3):
$15,000 / 300 = $50 is your weighted average monthly investment (WAMI) at
the end of 24 months.
5. Multiply your WAMI by the applicable bonus percentage (5% in the third
year):
5% of $50 = $2.50 is your bonus payment each month in year three, a total
of $30 for the year.
This procedure is repeated in months 36, 48 and 60 to calculate your weighted
average monthly investment from issue through years three, four and five,
respectively assuming you maintain your regular monthly payments. These weighted
averages are then multiplied by the applicable percentages -- 8%, 10% and 20% --
to determine monthly bonus payments for years four, five and six, respectively.
Effect of partial withdrawals: If you withdraw part of your principal, you will
not receive credit toward a bonus for the sum(s) you withdraw or at all, since
you would not qualify for the bonus for the year if the value drops below the
required amount at the required time. In effect, you reduce the size of the
bonus you are eligible to receive. This is because removing principal will
reduce the weighted value of your investment. The weighted value will decrease
in proportion to the amount of principal you withdraw. Using the example above,
if you withdrew
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10p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
$1,000 of the principal before the end of the 24th month, your total investment
would decrease by 30.3% ($1,000 / 3,300 = .303); therefore the reduction factor
you will use to figure out the amount of your reduced bonus is .303.
To figure out how much your bonus will be, follow these steps:
1. Multiply the original total weighted value (see original example) of your
investment by the reduction factor calculated above.
$38,550 x .303 = $11,680.65
2. Subtract the number calculated in Step 1 from the original total weighted
value of your investment.
$38,550 - 11,680.65 = $26,869.35
The new weighted value of your investment after making the $1,000
withdrawal is $26,869.35.
3. Divide the new weighted value of your investment by the total number of
months held (300 in this example).
$26,869 / 300 = $89.56
Your new weighted average monthly investment (WAMI) is $89.56.
4. Multiply the new WAMI by the applicable bonus percentage. In this example,
5% is the bonus because that is the amount on the third year bonus.
$89.56 x .05 = $4.48, or $53.76 total bonus for the year.
Withdrawals may also affect your eligibility for bonus payments in the third
through sixth years. To remain eligible your balance at the end of a relevant
12-month period must be at least equal to the amount set out in the table under
"Bonus Payments" above. You will become ineligible if withdrawals reduce your
balance below this level at the end of a relevant 12-month period.
Other eligibility policies: If you have not made the required minimum
investments specified earlier, you may not receive bonus payments in the year
bonuses would otherwise be paid. But you may become eligible during the next
bonus period by making the required investments in the next year. For example,
assume that you make the required investments for the first 24 months and
receive bonus payments in the third year. But during the third year, you make
payments of only $400, so the total principal invested is $1,600 instead of the
required $1,800. In that case, you would not receive the bonus payments that
would normally be made in the fourth year. However, if you make all your regular
monthly investments in the fourth year, and your account principal balance
reaches the required equivalent of 36 investments of $50 per month ($1,800 at
the end of the fourth year), then you would qualify for 8% bonus payments in
year five, based on the new weighted average monthly investment.
Interest rate from years seven through 10: This may be as soon as year seven or
as late as year ten. A rate will be declared during the next month in which you
receive a bonus payment and will be guaranteed by AECC for a three-month period
starting in the next month. Thereafter, the rate will be declared every three
months and guaranteed for three-month periods.
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11p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
How to Invest and Withdraw Funds
BUYING YOUR CERTIFICATE
Your American Express financial advisor will help you fill out and submit an
application to open an account with us and purchase a certificate. If you
purchase your certificate other than through an American Express financial
advisor -- for example, through a direct marketing channel -- you may be given
different purchase instructions. We will process the application at our
corporate offices in Minneapolis, Minnesota. When we have accepted your
application and we have received your initial investment, we will send you a
confirmation of your purchase, indicating your account number and showing the
rate of interest for your first three months as described under "Rates for New
Purchases." See "Purchase policies" below.
Important: When you open an account, you must provide AECC with your correct
Taxpayer Identification Number (TIN), which is either your Social Security or
Employer Identification number. See "Taxes on Your Earnings." Once your account
is set up, there are several convenient ways to make monthly investments.
Purchase policies
o Investments must be received and accepted in the Minneapolis headquarters
on a business day before 3 p.m. Central time to be included in your account
that day. Otherwise your purchase will be processed the next business day.
o You have 15 days from the date of purchase to cancel your investment
without penalty by either writing or calling AECSC at the address or phone
number on the back of this prospectus. If you decide to cancel your
certificate within this 15-day period, you will not earn any interest.
o If you purchase a certificate with a personal check or other non-guaranteed
funds, AEFC will wait one day for the process of converting your check to
federal funds (e.g., monies of member banks within the Federal Reserve
Bank) before your purchase will be accepted and you begin earning interest.
For information on how to avoid this wait, for example by using a certified
check, please call AECSC at the telephone number listed on the back cover.
o AECC has complete discretion to determine whether to accept an application
and sell a certificate.
o If you make no investments for a period of at least six consecutive months
and your principal is less than $500, we may send you a notice of our
intent to cancel the certificate. After the notice, if an investment is not
made within 60 days, your certificate will be canceled, and we will send
you a check for its full value.
A number of special policies apply to purchases, withdrawals and exchanges
within IRAs, 401(k) plans and other qualified retirement plans. See "Retirement
Plans: Special Policies."
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12p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
TWO WAYS TO MAKE MONTHLY INVESTMENTS
1 By scheduled investment plan
Contact your financial advisor to set up one of the following scheduled plans:
o Bank authorization (automatic deduction from your bank account)
o Automatic payroll deduction
o Direct deposit of Social Security check
o Other plan approved by AECC
To cancel a bank authorization, you must instruct AECC in writing or over the
phone. We must receive notice at least three business days before the date funds
would normally be withdrawn from your bank account. Bank authorization will
automatically be stopped at maturity or full withdrawal.
2 By mail
Send your check, by regular or express mail, along with your name and account
number to:
American Express Financial Advisors Inc.
70200 AXP Financial Center
Minneapolis, MN 55474
FULL AND PARTIAL WITHDRAWALS
o You may withdraw your certificate for its full value or make a partial
withdrawal of $100 or more at any time. If you purchase this certificate
for an IRA, 401(k), or other retirement plan account, early withdrawals or
cash payments of interest taken prematurely may be subject to IRS penalty
taxes.
o Complete withdrawal of your certificate is made by giving us proper
instructions. To complete these transactions, see "Two Ways to Request a
Withdrawal or Transfer."
o Full and partial withdrawals of principal in the first three years are
subject to penalties, described below.
o You may not make a partial withdrawal if it would reduce your certificate
balance to less than $250. If you request such a withdrawal, we will
contact you for revised instructions.
o As noted earlier, withdrawals during the first six years will affect the
amount of your bonus payments and may make you ineligible for a bonus. If
you do not receive all your bonus payments in the first six years, future
withdrawals also may affect the amount of your bonus payments. See "Bonus
Payments."
o You may withdraw accumulated interest during any term without paying a
surrender charge. A withdrawal of interest must be at least $100 and not
reduce your certificate balance below $250.
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13p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Penalties for early withdrawal: If you withdraw money within three years after
the certificate was purchased, you will pay a penalty of 2% of the principal
withdrawn. Except to the extent your balance would be less than $250, this
penalty will be taken from the remaining balance, not the amount withdrawn. The
2% penalty is waived upon death of the certificate owner. When this certificate
is owned by a revocable trust, this penalty also is waived upon death of any
grantor of the revocable trust. We also will waive withdrawal penalties on
withdrawals for IRA certificate accounts for your required distributions. See
"Retirement Plans: Special Policies."
When you request a full or partial withdrawal, we pay the amount you request:
o first from interest and bonus payments credited to your account,
o then from the principal of your certificate.
For example, suppose this is your balance at the end of the second year:
Total investments $7,200.00
Interest and bonus credited 488.61
------
Total balance $7,688.61
If you request a $1,000 check, we would withdraw funds in this order:
Credited interest and bonus $ 488.61
Withdrawal of principal 511.39
------
Total requested withdrawal $1,000.00
In addition, we would have to withdraw funds to cover the full
withdrawal penalty:
Principal withdrawn $ 511.39
Withdrawal penalty % 2%
----
Withdrawal penalty $ 10.23
The total transaction would be:
Beginning balance $7,688.61
Credited interest and bonus withdrawn (488.61)
Principal withdrawn (511.39)
Withdrawal penalty (also from principal) (10.23)
------
Remaining balance $6,678.38
=========
Loss of interest: Because we credit interest on your certificate's monthly
anniversary, if you make a withdrawal at any time other than the last day of the
certificate month, you will lose interest accrued on the withdrawal amount since
the end of the last certificate month. You'll get the best result by timing a
withdrawal at the end of the certificate month- that is, on an interest
crediting date.
Other full and partial withdrawal policies
o If you request a partial or full withdrawal of a certificate recently
purchased or added to by a check or money order that is not guaranteed, we
will wait for your check to clear. Please expect a minimum of 10 days from
the date of your payment before AECC mails a check to you. We may mail a
check earlier if the bank provides evidence that your check has cleared.
o If your certificate is pledged as collateral, any withdrawal will be
delayed until we get approval from the secured party.
o Any payments to you may be delayed under applicable rules, regulations or
orders of the Securities and Exchange Commission (SEC).
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14p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
TRANSFERS TO OTHER ACCOUNTS
You may transfer part or all of your certificate to any other American Express
Certificate or into another new or existing American Express Financial Advisors
Inc. account that has the same ownership (subject to any terms and conditions
that may apply).
TWO WAYS TO REQUEST A WITHDRAWAL OR TRANSFER
1 By phone
o Call AECSC at the telephone numbers listed on the back cover.
o Maximum telephone withdrawal requests: $100,000.
o Transfers into an American Express Financial Advisors Inc. account with the
same ownership.
o A telephone withdrawal request will not be allowed within 30 days of a
phoned-in address change.
o We will honor any telephone withdrawal or transfer request and will use
reasonable procedures to confirm authenticity.
You may request that telephone withdrawals not be authorized from your account
by writing AECSC.
2 By mail
Send your name, account number and request for a withdrawal or transfer, by
regular or express mail, to:
American Express Financial Advisors Inc.
70100 AXP Financial Center
Minneapolis, MN 55474
Written requests are required for:
o Withdrawals over $100,000.
o Pension plans and custodial accounts where the minor has reached the age at
which custodianship should terminate.
o Transfers to another American Express Financial Advisors Inc. account with
different ownership. (All current registered owners must sign the request.)
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15p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
THREE WAYS TO RECEIVE PAYMENT WHEN YOU WITHDRAW FUNDS
1 By regular or express mail
o Mailed to address on record; please allow seven days for mailing.
o Payable to name(s) listed on the account.
o The express mail delivery charges you pay will vary depending on the
courier you select. This fee for partial withdrawals is deducted from the
remaining balance, or from the proceeds for full withdrawals.
2 By wire
o Minimum wire amount: $1,000.
o Request that money be wired to your bank.
o Bank account must be in same ownership as the AECC account.
o Pre-authorization required. Complete the bank wire authorization section in
the application or use a form supplied by your American Express financial
advisor. All registered owners must sign.
o Applicable wire charges will be deducted from your balance (for partial
withdrawals) or from the proceeds of a full withdrawal.
3 By electronic transfer
o Available only for pre-authorized scheduled partial withdrawals and other
full or partial withdrawals.
o No charge.
o Deposited electronically in your bank account.
o Allow two to five business days from request to deposit.
RETIREMENT PLANS: SPECIAL POLICIES
o If the certificate is purchased for a 401(k) plan or other qualified
retirement plan account, the terms and conditions of the certificate apply
to the plan as the owner of this certificate. However, the terms of the
plan, as interpreted by the plan trustee or administrator, will determine
how a participant's benefit under the plan is administered. These terms may
differ from the terms of the certificate.
o If your certificate is held in a custodial or trusteed retirement plan
(including a Keogh plan), special rules may apply at maturity. If no other
investment instructions are provided directing how to handle your
certificate at maturity, the full value of the certificate will
automatically transfer to a new or existing cash management account
according to rules outlined in the plan document or as otherwise provided
in the plan document.
o The annual custodial fee for non-401(k) qualified retirement plans or IRAs
may be deducted from your certificate account. It may reduce the amount
payable at maturity or the amount received upon an early withdrawal.
o Retirement plan withdrawals may be subject to withdrawal penalties or loss
of interest even if they are not subject to federal tax penalties.
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16p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
o We will waive withdrawal penalties on withdrawals for qualified retirement
plan or IRA certificate accounts for your required minimum distributions.
o If you withdraw all funds from your last account in an IRA at American
Express Trust Company, a termination fee will apply as set out in Your
Guide to IRAs, the IRS disclosure information received when you opened your
account.
o The IRA termination fee will be waived if a withdrawal occurs after you
have reached age 70 1/2 or upon the owner's death.
WITHDRAWAL AT DEATH
If a certificate is surrendered upon the client's death, any applicable
surrender charge will be waived. In addition, if an IRA termination fee is
applicable, it will also be waived.
TRANSFER OF OWNERSHIP
While this certificate is not negotiable, AECC will transfer ownership upon
written notification to our AECSC. However, if you have purchased your
certificate for a 401(k) plan or other qualified retirement plan, or an IRA you
may be unable to transfer or assign the certificate without losing the account's
favorable tax status. Please consult your tax advisor.
FOR MORE INFORMATION
For information on purchases, withdrawals, exchanges, transfers of ownership,
proper instructions and other service questions regarding your certificate,
please consult your American Express financial advisor or call AECSC at the
telephone numbers listed on the back cover.
If you purchase your certificate other than through a financial advisor, you may
be given different purchase and withdrawal instructions.
Taxes on Your Earnings
The bonus payments and interest on your certificate, including interest on bonus
payments, are taxable when credited to your account. Each calendar year we
provide the certificate owners and the IRS with reports of all interest of $10
and above credited to their accounts on Form 1099-INT, "Interest Income."
Withdrawals are reported to certificate owners and the IRS on Form 1099-B,
"Proceeds from Broker and Barter Exchange Transactions."
RETIREMENT ACCOUNTS
If you are using the certificate as an investment for a 401(k) plan account or
other qualified retirement plan account or an IRA, income tax rules for your
qualified plan or IRA apply.
AECC is required to withhold federal income taxes of 10% on a qualified plan or
IRA withdrawals if you do not provide us with your correct TIN or if you are a
U.S. person with a foreign address. Also, AECC will withhold federal income
taxes of 10% on a qualified plan or IRA withdrawals unless you tell us not to.
AECC is required to withhold federal income taxes of 20% on most qualified plan
distributions, unless the distribution is directly rolled over to another
qualified plan or IRA.
Withdrawals from retirement accounts are generally subject to a 10% early
withdrawal penalty by the IRS if you make them before age 591/2, unless you are
disabled or if they are made by your beneficiary in the event of your death.
Other exceptions may also apply.
(Also, withdrawals of principal during a certificate month may be subject to
the certificate's provision for loss of interest.)
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17p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Consult your tax advisor to see how these rules apply to you before you request
a distribution from your plan or IRA.
This certificate may not be available for all types of retirement accounts.
GIFTS TO MINORS
The certificate may be given to a minor under either the Uniform Gifts or
Uniform Transfers to Minors Act (UGMA/UTMA), whichever applies in your state.
UGMAs/UTMAs are irrevocable. Generally, under federal tax laws, income over
$1,500 for the year 2003 on property owned by children under age 14 will be
taxed at the parents' marginal tax rate, while income on property owned by
children 14 or older will be taxed at the child's rate.
YOUR TIN AND BACKUP WITHHOLDING
As with any financial account you open, you must list your current and correct
TIN, which is either your Social Security or Employer Identification number. You
must certify your TIN under penalties of perjury on your application when you
open an account.
If you don't provide and certify the correct TIN, you could be subject to backup
withholding of 30% of your interest earnings. You could also be subject to
further penalties, such as:
o a $50 penalty for each failure to supply your correct TIN;
o a civil penalty of $500 if you make a false statement that results in no
backup withholding; and
o criminal penalties for falsifying information.
You could also be subject to backup withholding because you failed to report
interest on your tax return as required.
How to Determine the Correct TIN
For this type of account: Use the Social Security or
Employer Identification Number
of:
- -------------------------------------------- -----------------------------------
Individual or joint account The individual or one of the
owners listed on the joint
account
- -------------------------------------------- -----------------------------------
Custodian account of a minor (Uniform The minor
Gifts/Transfers to Minors Act)
- -------------------------------------------- -----------------------------------
A revocable living trust The grantor-trustee (the person
who puts the money into the
trust)
- -------------------------------------------- -----------------------------------
An irrevocable trust, pension trust or The legal entity (not the
estate personal representative or
trustee, unless no legal entity
is designated in the account
title)
- -------------------------------------------- -----------------------------------
Sole proprietorship or single-owner LLC The owner
- -------------------------------------------- -----------------------------------
Partnership or multi-member LLC The partnership
- -------------------------------------------- -----------------------------------
Corporate or LLC electing corporate The corporation
status on Form 8837
- -------------------------------------------- -----------------------------------
Association, club or tax-exempt The organization
organization
- -------------------------------------------- -----------------------------------
For details on TIN requirements, ask your financial advisor or contact your
local American Express Financial Advisors Inc. office for federal Form W-9,
Request for Taxpayer Identification Number and Certification. You also may
obtain the form on the Internet at www.irs.gov.
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18p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
FOREIGN INVESTORS
Also, the U.S. Internal Revenue Service (IRS) has issued nonresident alien
regulations that significantly change the withholding and reporting rules on
foreign accounts. The IRS requires that nonresident alien investors certifying
non-U.S. status and, if applicable, treaty eligibility, complete one of the
Forms W-8.
Interest on your certificate is "portfolio interest" as defined in U.S. Internal
Revenue Code Section 871(h) if earned by a nonresident alien. Even though your
interest income is not taxed by the U.S. government, it will be reported at year
end to you and to the U.S. government on a Form 1042-S, Foreign Person's U.S.
Source Income Subject to Withholding. The United States participates in various
tax treaties with foreign countries, which provide for sharing of tax
information between the United States and such foreign countries.
Tax treatment of your investment: Interest paid on your certificate is
"portfolio interest" as defined in U.S. Internal Revenue Code Section 871(h) if
earned by a nonresident alien who has supplied AECC with one of the Forms W-8.
Form W-8 must be supplied with a permanent residence address and a current
mailing address, if different. (Form W-8BEN must be signed and dated by the
beneficial owner, an authorized representative or officer of the beneficial
owner or an agent acting under and providing us with a duly authorized power of
attorney.) AECC will not accept purchases of certificates by nonresident aliens
without an appropriately certified Form W-8 (or approved substitute). If you
have supplied a Form W-8 that certifies that you are a nonresident alien, the
interest income will be reported at year end to you and to the U.S. government
on a Form 1042-S, Foreign Person's U.S. Source Income Subject to Withholding.
To help you determine the form that is appropriate for you, please note the
following description of the Forms W-8:
Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding)
This form should be completed by any foreign persons or organizations, if they
are the beneficial owner of the income, whether or not they are claiming a
reduced rate of, or exemption from, withholding. (Foreign persons or
organizations also may be required to fill out one of the other forms that
follow in lieu of the W-8BEN.)
Form W-8ECI
(Certificate of Foreign Person's Claim for Exemption From Withholding on Income
Effectively Connected With the Conduct of a Trade or Business in the United
States)
This form should be completed by any foreign person or organization if they
claim that the income is effectively connected with the conduct of a trade or
business within the United States.
Form W-8EXP
(Certificate of Foreign Government or Other Foreign Organization for United
States Tax Withholding)
This form should be completed by any foreign government, international
organization, foreign central bank of issue, foreign tax-exempt organization,
foreign private foundation or government of a U.S. possession.
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19p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Form W-8IMY
(Certificate of Foreign Intermediary, Foreign Flow-Through Entity or Certain
U.S. Branches for United States Tax Withholding)
This form should be completed by an intermediary acting as custodian, broker,
nominee, trustee or executor, or other type of agent for another person.
The Form W-8 must be resupplied every four calendar years, up from three years
with the prior form.
Joint ownership: If the account is owned jointly with one or more persons, each
owner must provide a Form W-8. If AECC receives a Form W-9 from any of the joint
owners, payment will be treated as made to a U.S. person.
Withholding taxes: If you fail to provide us with a complete Form W-8 as
required above, you will be subject to 30% backup withholding on interest
payments and withdrawals from certificates.
Transfers on death: If you are a nonresident alien and you die while owning a
certificate, then, depending on the circumstances, AECC generally will not act
on instructions with regard to the certificate unless AECC first receives, at a
minimum, a statement from persons AECC believes are knowledgeable about your
estate. The statement must be satisfactory to AECC and must tell us that, on
your date of death, your estate did not include any property in the United
States for U.S. estate tax purposes. In other cases, we generally will not take
action regarding your certificate until we receive a transfer certificate from
the IRS or evidence satisfactory to AECC that the estate is being administered
by an executor or administrator appointed, qualified and acting within the
United States. In general, a transfer certificate requires the opening of an
estate in the United States and provides assurance that the IRS will not claim
your certificate to satisfy estate taxes.
Trusts: If the investor is a trust, the policies and procedures described above
will apply with regard to each grantor who is a nonresident alien. Also, foreign
trusts must apply for a permanent U.S. individual tax identification number
(ITIN) or an employer identification number, as appropriate for the trust.
Important: The information in this prospectus is a brief and selective summary
of certain federal tax rules that apply to this certificate and is based on
current law and practice. Tax matters are highly individual and complex.
Investors should consult a qualified tax advisor about their own position.
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20p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
How Your Money Is Used and Protected
INVESTED AND GUARANTEED BY AECC
AECC, a wholly owned subsidiary of AEFC, issues and guarantees the American
Express Installment Certificate. We are by far the largest issuer of face-amount
certificates in the United States, with total assets of more than $5.1 billion
and a net worth in excess of $359 million on Dec. 31, 2002.
We back our certificates by investing the money received and keeping the
invested assets on deposit. Our investments generate interest and dividends, out
of which we pay:
o interest to certificate owners,
o and various expenses, including taxes, fees to AEFC for advisory and other
services, distribution fees to American Express Financial Advisors Inc.,
selling agent fees to selling agents, and transfer agent fees to AECSC.
For a review of significant events relating to our business, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations." No
national rating agency rates our certificates.
Most banks and thrifts offer investments known as CDs that are similar to our
certificates in many ways. Early withdrawals of bank CDs often result in
penalties. Banks and thrifts generally have federal deposit insurance for their
deposits and lend much of the money deposited to individuals, businesses and
other enterprises. Other financial institutions and some insurance companies may
offer investments with comparable combinations of safety and return on
investment.
REGULATED BY GOVERNMENT
Because the American Express Installment Certificate is a security, its offer
and sale are subject to regulation under federal and state securities laws. (The
American Express Installment Certificate is a face-amount certificate. It is not
a bank product, an equity investment, a form of life insurance or an investment
trust.)
The federal Investment Company Act of 1940 requires us to keep investments on
deposit in a segregated custodial account to protect all of our outstanding
certificates. These investments back the entire value of your certificate
account. Their amortized cost must exceed the required carrying value of the
outstanding certificates by at least $250,000. As of Dec. 31, 2002, the
amortized cost of these investments exceeded the required carrying value of our
outstanding certificates by more than $438 million. The law requires us to use
amortized cost for these regulatory purposes. Among other things, the law
permits Minnesota statutes to govern qualified assets of AECC as described in
Note 2 to the financial statements. In general, amortized cost is determined by
systematically increasing the carrying value of a security if acquired at a
discount, or reducing the carrying value if acquired at a premium, so that the
carrying value is equal to maturity value on the maturity date.
AECC has agreed with the SEC to maintain capital and surplus equal to 5% of
outstanding liabilities on certificates (not including loans made on
certificates in accordance with terms of some certificates that no longer are
offered by AECC). AECC also has entered into a written informal understanding
with the Minnesota Commerce Department that AECC will maintain capital equal to
5% of the assets of AECC (less any loans on outstanding certificates). When
computing its capital for these purposes, AECC values its assets on the basis of
statutory accounting for insurance companies rather than generally accepted
accounting principles.
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21p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
BACKED BY OUR INVESTMENTS
Our investments are varied and of high quality. This was the composition of our
portfolio as of Dec. 31, 2002:
Type of investment Net amount invested
Government agency bonds 58%
Corporate and other bonds 27
Mortgage loans and other loans 9
Cash and cash equivalents 4
Preferred stocks 2
As of Dec. 31, 2002 about 97% of our securities portfolio (including bonds and
preferred stocks) is rated investment grade. For additional information
regarding securities ratings, please refer to Note 3 to the financial
statements.
Most of our investments are on deposit with American Express Trust Company,
Minneapolis, although we also maintain separate deposits as required by certain
states. American Express Trust Company is a wholly owned subsidiary of AEFC.
Copies of our Dec. 31, 2002 schedule of Investments in Securities of
Unaffiliated Issuers are available upon request. For comments regarding the
valuation, carrying values and unrealized appreciation (depreciation) of
investment securities, see Notes 1, 2 and 3 to the financial statements.
INVESTMENT POLICIES
In deciding how to diversify the portfolio -- among what types of investments in
what amounts -- the officers and directors of AECC use their best judgment,
subject to applicable law. The following policies currently govern our
investment decisions:
Debt securities
Most of our investments are in debt securities as referenced in the table in
"Backed by Our Investments" under "How Your Money is Used and Protected."
The price of bonds generally falls as interest rates increase, and rises as
interest rates decrease. The price of a bond also fluctuates if its credit
rating is upgraded or downgraded. The price of bonds below investment grade may
react more to whether a company can pay interest and principal when due than to
changes in interest rates. They have greater price fluctuations, are more likely
to experience a default, and sometimes are referred to as junk bonds. Reduced
market liquidity for these bonds may occasionally make it more difficult to
value them. In valuing bonds, AECC relies both on independent rating agencies
and the investment manager's credit analysis. Under normal circumstances, at
least 85% of the securities in AECC's portfolio will be rated investment grade,
or in the opinion of AECC's investment advisor will be the equivalent of
investment grade. Under normal circumstances, AECC will not purchase any
security rated below B- by Moody's Investors Service, Inc. or Standard & Poor's.
Securities that are subsequently downgraded in quality may continue to be held
by AECC and will be sold only when AECC believes it is advantageous to do so.
As of Dec. 31, 2002, AECC held about 3% of its investment portfolio (including
bonds, preferred stocks and mortgages) in investments rated below investment
grade.
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22p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Purchasing securities on margin
We will not purchase any securities on margin or participate on a joint basis or
a joint-and-several basis in any trading account in securities.
Commodities
We have not and do not intend to purchase or sell commodities or commodity
contracts except to the extent that transactions described in "Financial
transactions including hedges" in this section may be considered commodity
contracts.
Underwriting
We do not intend to engage in the public distribution of securities issued by
others. However, if we purchase unregistered securities and later resell them,
we may be considered an underwriter (selling securities for others) under
federal securities laws.
Borrowing money
From time to time we have established a line of credit with banks if management
believed borrowing was necessary or desirable. We may pledge some of our assets
as security. We may occasionally use repurchase agreements as a way to borrow
money. Under these agreements, we sell debt securities to our lender, and
repurchase them at the sales price plus an agreed-upon interest rate within a
specified period of time. There is no limit on the extent to which we may borrow
money, except that borrowing must be through the sale of certificates, or must
be short-term and not a public offering and not intended to be publicly offered.
Real estate
We may invest in limited partnership interests in limited partnerships that
either directly, or indirectly through other limited partnerships, invest in
real estate. We may invest directly in real estate. We also invest in mortgage
loans secured by real estate. We expect that equity investments in real estate,
either directly or through a subsidiary of AECC, will be less than 5% of AECC's
assets.
Lending securities
We may lend some of our securities to broker-dealers and receive cash equal to
the market value of the securities as collateral. We invest this cash in
short-term securities. If the market value of the securities goes up, the
borrower pays us additional cash. During the course of the loan, the borrower
makes cash payments to us equal to all interest, dividends and other
distributions paid on the loaned securities. We will try to vote these
securities if a major event affecting our investment is under consideration. We
expect that outstanding securities loans will not exceed 10% of AECC's assets.
When-issued securities
Some of our investments in debt securities and loans originated by banks or
investment banks are purchased on a when-issued or similar basis. It may take as
long as 45 days or more before these investments are available for sale, issued
and delivered to us. We generally do not pay for these investments or start
earning on them until delivery. We have established procedures to ensure that
sufficient cash is available to meet when-issued commitments. AECC's ability to
invest in when-issued investments is not limited except by its ability to set
aside cash or high quality investments to meet when-issued commitments.
When-issued investments are subject to market fluctuations and they may affect
AECC's investment portfolio the same as owned securities.
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23p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Financial transactions including hedges
We buy or sell various types of options contracts for hedging purposes or as a
trading technique to facilitate securities purchases or sales. We may buy
interest rate caps for hedging purposes. These pay us a return if interest rates
rise above a specified level. If interest rates do not rise above a specified
level, the interest rate caps do not pay us a return. AECC may enter into other
financial transactions, including futures and other derivatives, for the purpose
of managing the interest rate exposures associated with AECC's assets or
liabilities. Derivatives are financial instruments whose performance is derived,
at least in part, from the performance of an underlying asset, security or
index. A small change in the value of the underlying asset, security or index
may cause a sizable gain or loss in the fair value of the derivative. There is
no limit on AECC's ability to enter into financial transactions to manage the
interest rate risk associated with AECC's assets and liabilities, but AECC does
not foresee a likelihood that it will be feasible to hedge most or all of its
assets or liabilities. We do not use derivatives for speculative purposes.
Illiquid securities
A security is illiquid if it cannot be sold in the normal course of business
within seven days at approximately its current market value. Some investments
cannot be resold to the U.S. public because of their terms or government
regulations. All securities, however, can be sold in private sales, and many may
be sold to other institutions and qualified buyers or on foreign markets. AECC's
investment advisor will follow guidelines established by the board of directors
and consider relevant factors such as the nature of the security and the number
of likely buyers when determining whether a security is illiquid. No more than
15% of AECC's investment portfolio will be held in securities that are illiquid.
In valuing its investment portfolio to determine this 15% limit, AECC will use
statutory accounting under an SEC order. This means that, for this purpose, the
portfolio will be valued in accordance with applicable Minnesota law governing
investments of life insurance companies, rather than generally accepted
accounting principles.
Restrictions
There are no restrictions on concentration of investments in any particular
industry or group of industries or on rates of portfolio turnover.
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24p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
How Your Money Is Managed
RELATIONSHIP BETWEEN AECC AND AMERICAN EXPRESS FINANCIAL CORPORATION
AECC was originally organized as Investors Syndicate of America, Inc., a
Minnesota corporation, on Oct. 15, 1940, and began business as an issuer of face
amount investment certificates on Jan. 1, 1941. The company became a Delaware
corporation on Dec. 31, 1977, changed its name to IDS Certificate Company on
April 2, 1984, and to American Express Certificate Company on April 26, 2000.
AECC files reports on Form 10-K and 10-Q with the SEC. The public may read and
copy materials we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on
the operation of the public reference room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.
Before AECC was created, AEFC (formerly known as IDS Financial Corporation), our
parent company, had issued similar certificates since 1894. As of Jan. 1, 1995,
IDS Financial Corporation changed its name to AEFC. AECC and AEFC have never
failed to meet their certificate payments.
During its many years in operation, AEFC has become a leading manager of
investments in mortgages and securities. As of Dec. 31, 2002, AEFC managed or
administered investments, including its own, of more than $193 billion. American
Express Financial Advisors Inc., a wholly owned subsidiary of AEFC, provides a
broad range of financial planning services for individuals and businesses
through its nationwide network of more than 3,800 registered branch offices and
more than 10,300 financial advisors. American Express Financial Advisors'
financial planning services are comprehensive, beginning with a detailed written
analysis that's tailored to your needs. Your analysis may address one or all of
these six essential areas: financial position, protection planning, investment
planning, income tax planning, retirement planning and estate planning.
AEFC itself is a wholly owned subsidiary of American Express Company, a
financial services company with executive offices at American Express Tower,
World Financial Center, New York, NY 10285. American Express Company is a
financial services company engaged through subsidiaries in other businesses
including:
o travel related services (including American Express(R) Card and operations
through American Express Travel Related Services Company, Inc. and its
subsidiaries); and
o international banking services (through American Express Bank Ltd. and its
subsidiaries) and Travelers Cheque and related services.
- --------------------------------------------------------------------------------
25p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
CAPITAL STRUCTURE AND CERTIFICATES ISSUED
AECC has authorized, has issued and has outstanding 150,000 shares of common
stock, par value of $10 per share. AEFC owns all of the outstanding shares.
As of the fiscal year ended Dec. 31, 2002, AECC had issued (in face amount)
$336,839,832 of installment certificates and $1,946,470,135 of single payment
certificates. As of Dec. 31, 2002, AECC had issued (in face amount)
$14,168,060,986 of installment certificates and $25,181,658,896 of single
payment certificates since its inception in 1941.
INVESTMENT MANAGEMENT AND SERVICES
Under an Investment Advisory and Services Agreement, AEFC acts as our investment
advisor and is responsible for:
o providing investment research,
o making specific investment recommendations,
o and executing purchase and sale orders according to our policy of obtaining
the best price and execution.
All these activities are subject to direction and control by our board of
directors and officers. Our agreement with AEFC requires annual renewal by our
board, including a majority of directors who are not interested persons of AEFC
or AECC as defined in the federal Investment Company Act of 1940.
For its services, we pay AEFC a monthly fee, equal on an annual basis to a
percentage of the total book value of certain assets (included assets).
Advisory and services fee computation
Included assets Percentage of total book value
First $250 million 0.750%
Next $250 million 0.650
Next $250 million 0.550
Next $250 million 0.500
Any amount over $1 billion 0.107
Included assets are all assets of AECC except mortgage loans, real estate, and
any other asset on which we pay an outside advisory or service fee. The fee paid
to AEFC for managing and servicing bank loans is 0.35%.
Advisory and services fee for the past three years
Year Total fees Percentage of included assets
2002 $9,979,742 23%
2001 9,248,275 24
2000 8,778,883 25
Estimated advisory and services fees for 2003 are $10,324,000.
- --------------------------------------------------------------------------------
26p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
Other expenses payable by AECC: The Investment Advisory and Services Agreement
provides that we will pay:
o costs incurred by us in connection with real estate and mortgages;
o taxes;
o depository and custodian fees;
o brokerage commissions;
o fees and expenses for services not covered by other agreements and provided
to us at our request, or by requirement, by attorneys, auditors, examiners
and professional consultants who are not officers or employees of AEFC;
o fees and expenses of our directors who are not officers or employees of
AEFC;
o provision for certificate reserves (interest accrued on certificate owner
accounts); and
o expenses of customer settlements not attributable to sales function.
DISTRIBUTION
Under a Distribution Agreement with American Express Financial Advisors Inc., we
pay a fee every month of 2.5% of all payments received during the month. This
fee is paid on all payments received on or after issue of your certificate until
the certificate's maturity date.
This fee is not assessed to your certificate account.
Total distribution fees paid to American Express Financial Advisors Inc. for all
series of certificates amounted to $27,961,149 during the year ended Dec. 31,
2002. We expect to pay American Express Financial Advisors Inc. distribution
fees amounting to $30,935,000 during 2003.
See Note 1 to financial statements regarding deferral of distribution fee
expense.
In addition, AECC may pay distributors additional compensation for distribution
activities under certain circumstances. From time to time, AECC may pay or
permit other promotional incentives, in cash or credit or other compensation.
American Express Financial Advisors Inc. pays commissions to its financial
advisors and pays other selling expenses in connection with services to us. Our
board of directors, including a majority of directors who are not interested
persons of American Express Financial Advisors Inc., or AECC, approved these
distribution agreements.
TRANSFER AGENT
Under a Transfer Agency Agreement, AECSC, a wholly owned subsidiary of AEFC,
maintains certificate owner accounts and records. AECC pays AECSC a monthly fee
of one-twelfth of $10.353 per certificate owner account for this service.
EMPLOYMENT OF OTHER AMERICAN EXPRESS AFFILIATES
AEFC may employ an affiliate of American Express Company as executing broker for
our portfolio transactions only if:
o we receive prices and executions at least as favorable as those offered by
qualified independent brokers performing similar services;
o the affiliate charges us commissions consistent with those charged to
comparable unaffiliated customers for similar transactions; and
o the affiliate's employment is consistent with the terms of federal
securities laws.
- --------------------------------------------------------------------------------
27p AMERICAN EXPRESS INSTALLMENT CERTIFICATE -- PROSPECTUS
DIRECTORS AND OFFICERS
AECC's sole shareholder, AEFC, elects the board of directors that oversees
AECC's operations. The board annually elects the directors, chairman, president
and controller for a term of one year. The president appoints the other
executive officers.
We paid a total of $30,437 during 2002 to directors not employed by AEFC.
Independent Board Members
Name, Position held with Principal occupations Other directorships Committee
address, Registrant and during past five years memberships
age length of service
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Rodney P. Burwell Board member since Chairman, Xerxes TCF Financial Dividend
7901 Xerxes Avenue South, 1999 Corporation (fiberglass
Suite 201 storage tanks)
Bloomington, MN 55431
Born in 1939
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Jean B. Keffeler Board member since Retired business executive
3424 Zenith Avenue South 1999
Minneapolis, MN 55416
Born in 1945
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Thomas R. Mc Burney Board member since President, McBurney The Valspar Corporation Dividend
1700 Foshay Tower 1999 Management Advisors (paints)
821 Marquette Avenue
Minneapolis, MN 55402
Born in 1938
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Karen M. Bohn Board member since President and CEO, Galeo Gabberts Inc., Alerus
6620 Iroquois Trail 2002 Group LLC; Independent Financial Corp.,
Edina, MN 55439 business consultant American Express
Born in 1953 Personal Trust Services,
FSB
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
- -----------------------------------------------------------------------------
28p AMERICAN EXPRESS MARKET STRATEGY CERTIFICATE -- PROSPECTUS
Board Members Affiliated with American Express Certificate Company
Name, Position held with Principal occupations Other directorships Committee
address, Registrant and during past five years memberships
age length of service
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Kent M. Bergene Board member since Vice President - Products
435 AXP Financial Center 2001 Group of AEFC, since
Minneapolis, MN 55474 2001; Director - Variable
Born in 1958 Annuity Products,
1998-2001
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Paula R. Meyer Board member and Senior Vice President and Dividend,
596 AXP Financial Center President since General Manager - Mutual Investment
Minneapolis, MN 55474 1998 Funds, AEFC, since 2002;
Born in 1954 Vice President and
Managing Director -
American Express Funds,
AEFC, 2000-2002; Vice
President, AEFC, 1998-2002
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Walter S. Berman Board member since Executive Vice President
50115 AXP Financial Center 2002 and Corporate Treasurer -
Minneapolis, MN 55474 American Express Company
Born in 1942 (AMEX) since 2002; Chief
Financial Officer - AEFA
since 2001; Various
senior financial
positions, including
Treasurer of IBM, at
other companies from
1996 to 2001
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
- -----------------------------------------------------------------------------
29p AMERICAN EXPRESS MARKET STRATEGY CERTIFICATE -- PROSPECTUS
Executive Officers
Name, Position held with Principal occupations Other directorships Committee
address, Registrant and during past five years memberships
age length of service
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Paula R. Meyer Board member and Senior Vice President and Dividend,
596 AXP Financial Center President since General Manager - Mutual Investment
Minneapolis, MN 55474 1998 Funds, AEFC, since 2002;
Born in 1954 Vice President and
Managing Director -
American Express Funds,
AEFC, 2000-2002; Vice
President, AEFC, 1998-2002
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
John T. Sweeney Vice President - Vice President - Lead
50805 AXP Financial Center Finance since 2003 Financial Officer,
Minneapolis, MN 55474 Products, AEFC, since
Born in 1951 2000; Vice President and
Controller - Brokerage,
1995-2000
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Lorraine R. Hart Vice President - Vice President - Investment
53643 AXP Financial Center Investments Insurance Investments,
Minneapolis, MN 55474 AEFC
Born in 1951
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
H. Bernt von Ohlen Vice President, Vice President and Group
50607 AXP Financial Center General Counsel, Counsel, AEFC, since
Minneapolis, MN 55474 and Secretary 2000; Partner, D'Ancona &
Born in 1946 since September Pflaum LLC, 1999-2000;
2002 Counsel, Heartland Group,
Inc., 1998-1999
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Judd K. Lohmann Treasurer since Assistant Treasurer and
73 AXP Financial Center 2003 Director - Finance and
Minneapolis, MN 55474 Analysis, AEFC, since May
Born in 1958 2000; Director of
Operations, Advisor
Business Systems, AEFC,
1996-2000
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
Jeryl A. Millner Vice President Vice President and
50807 AXP Financial Center and Controller Lead Financial
Minneapolis, MN 55474 since 2003 Officer, Insurance,
Born in 1959 Annuities and
Certificates of AEFC,
since 2003; ING
Group, Second Vice
President, Controller
- U.S. Life Group,
2000-2002; Reliastar
Financial Corp.,
Second Vice
President, Controller
- Reliastar Life and
Annuity, 1999-2000;
Reliastar Financial
Corp., Vice
President, Chief
Financial Officer and
Treasurer - Northern
Life Ins. Co.,
1998-1999
- ---------------------------------- -------------------- --------------------------- -------------------------- ---------------
- -----------------------------------------------------------------------------
30p AMERICAN EXPRESS MARKET STRATEGY CERTIFICATE -- PROSPECTUS
The officers and directors as a group beneficially own less than 1% of the
common stock of American Express Company.
AECC has provisions in its bylaws relating to the indemnification of its
officers and directors against liability, as permitted by law. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 (the
1933 Act) may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the 1933 Act and is therefore unenforceable.
INDEPENDENT AUDITORS
A firm of independent auditors audits our financial statements at the close of
each fiscal year (Dec. 31). Copies of our annual financial statements (audited)
and semiannual financial statements (unaudited) are available to any certificate
owner upon request.
Ernst & Young LLP, Minneapolis, Minnesota, has audited our financial statements
at Dec. 31, 2002 and 2001 and for each of the years in the three-year period
ended Dec. 31, 2002. These statements are included in this prospectus. Ernst &
Young LLP is also the auditor for American Express Company, the parent company
of AEFC and AECC.
AMERICAN EXPRESS CERTIFICATES
Other certificates issued by AECC: Your American Express financial advisor can
give you more information on five other certificates issued by AECC. These
certificates offer a wide range of investment terms and features.
American Express Cash Reserve Certificate -- A single payment certificate that
permits additional investments on which AECC guarantees interest in advance for
a three-month term.
American Express Flexible Savings Certificate -- A single payment certificate
that permits additional investments and on which AECC guarantees interest in
advance for a term of six, 12, 18, 24, 30 or 36 months.
American Express Installment Certificate -- An installment payment certificate
that declares interest in advance for a three-month period and offers bonuses in
the third through sixth years for regular investments.
American Express Market Strategy Certificate -- A certificate that pays interest
at a fixed rate or linked to one-year stock market performance, as measured by a
broad market index, for a series of one-year terms starting every month or at
other intervals the client selects.
American Express Stock Market Certificate -- A single payment certificate that
calculates all or part of your interest based on stock market performance, as
measured by a broad market index, with AECC's guarantee of return of principal.
- -----------------------------------------------------------------------------
31p AMERICAN EXPRESS MARKET STRATEGY CERTIFICATE -- PROSPECTUS
Appendix
Description of corporate bond ratings
Bond ratings concern the quality of the issuing corporation. They are not an
opinion of the market value of the security. Such ratings are opinions on
whether the principal and interest will be repaid when due. A security's rating
may change which could affect its price. Ratings by Moody's Investors Service,
Inc. are Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C. Ratings by Standard & Poor's are
AAA, AA, A, BBB, BB, B, CCC, CC, C and D.
Aaa/AAA -- Judged to be of the best quality and carry the smallest degree of
investment risk. Interest and principal are secure.
Aa/AA -- Judged to be high-grade although margins of protection for interest and
principal may not be quite as good as Aaa or AAA rated securities.
A -- Considered upper-medium grade. Protection for interest and principal is
deemed adequate but may be susceptible to future impairment.
Baa/BBB -- Considered medium-grade obligations. Protection for interest and
principal is adequate over the short-term; however, these obligations may have
certain speculative characteristics.
Ba/BB -- Considered to have speculative elements. The protection of interest and
principal payments may be very moderate.
B -- Lack characteristics of more desirable investments. There may be small
assurance over any long period of time of the payment of interest and principal.
Caa/CCC -- Are of poor standing. Such issues may be in default or there may be
risk with respect to principal or interest.
Ca/CC -- Represent obligations that are highly speculative. Such issues are
often in default or have other marked shortcomings.
C -- Are obligations with a higher degree of speculation. These securities have
major risk exposures to default.
D -- Are in payment default. The D rating is used when interest payments or
principal payments are not made on the due date.
Non-rated securities will be considered for investment. When assessing each
non-rated security, AECC will consider the financial condition of the issuer or
the protection afforded by the terms of the security.
- -----------------------------------------------------------------------------
32p AMERICAN EXPRESS MARKET STRATEGY CERTIFICATE -- PROSPECTUS
Report of Independent Auditors
The Board of Directors and Security Holders
American Express Certificate Company:
We have audited the accompanying balance sheets of American Express Certificate
Company, a wholly-owned subsidiary of American Express Financial Corporation, as
of December 31, 2002 and 2001, and the related statements of operations,
comprehensive income, stockholder's equity and cash flows for each of the three
years in the period ended December 31, 2002. These financial statements are the
responsibility of the management of American Express Certificate Company. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of investments owned as of December 31, 2002
and 2001 by correspondence with custodians. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of American Express Certificate
Company at December 31, 2002 and 2001, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2002, in
conformity with accounting principles generally accepted in the United States.
ERNST & YOUNG LLP
Minneapolis, Minnesota
January 27, 2003
Finanacial Statements
Balance Sheets, December 31,
Assets
(In thousands) 2002 2001
Qualified Assets (note 2)
Investments in unaffiliated issuers (notes 3, 4 and 10):
Cash and cash equivalents $ 224,363 $ 72,817
Available-for-sale securities 4,389,396 4,073,901
First mortgage loans on real estate and other loans 452,243 343,434
Certificate loans - secured by certificate reserves 18,614 21,807
Investments in and advances to affiliates -- 422
--------- ---------
Total investments 5,084,616 4,512,381
--------- ---------
Receivables:
Dividends and interest 34,114 38,298
Investment securities sold 24,170 21,500
------ ------
Total receivables 58,284 59,798
------ ------
Other (notes 9 & 10) 34,403 48,393
------ ------
Total qualified assets 5,177,303 4,620,572
--------- ---------
Other Assets
Deferred distribution fees and other 5,979 7,781
----- -----
Total other assets 5,979 7,781
----- -----
Total assets $5,183,282 $4,628,353
========== ==========
Balance Sheets, Dec. 31, (continued)
Liabilities and Stockholder's Equity (in thousands, except share amounts) 2002 2001
Liabilities
Certificate Reserves (note 5):
Installment certificates:
Reserves to mature $ 168,957 $ 193,175
Additional credits and accrued interest 3,988 5,082
Advance payments and accrued interest 564 645
Other 34 33
Fully paid certificates:
Reserves to mature 4,277,348 3,900,824
Additional credits and accrued interest 42,311 59,948
Due to unlocated certificate holders 170 219
--- ---
Total certificate reserves 4,493,372 4,159,926
--------- ---------
Accounts Payable and Accrued Liabilities:
Due to Parent (note 7) 887 878
Due to Parent for federal income taxes 3,908 1,774
Due to other affiliates (note 7) 690 587
Deferred federal income taxes, net (note 8) 29,556 404
Payable for investment securities purchased 263,658 163,507
Other (notes 9 and 10) 31,822 38,272
------ ------
Total accounts payable and accrued liabilities 330,521 205,422
------- -------
Total liabilities 4,823,893 4,365,348
--------- ---------
Commitments (note 4)
--------- ---------
Stockholder's Equity (notes 5 and 6)
Common stock, $10 par -- authorized and issued 150,000 shares 1,500 1,500
Additional paid-in capital 373,844 383,844
Retained earnings (deficit):
Appropriated for predeclared additional credits/interest 811 1,123
Appropriated for additional interest on advance payments 15 15
Unappropriated (100,142) (146,593)
Accumulated other comprehensive income -- net of tax (note 1) 83,361 23,116
------ ------
Total stockholder's equity 359,389 263,005
------- -------
Total liabilities and stockholder's equity $5,183,282 $4,628,353
========== ==========
See notes to financial statements.
Statements of Operations
Year ended Dec. 31, (In thousands) 2002 2001 2000
Investment Income
Interest income from unaffiliated investments:
Bonds and notes $227,609 $214,534 $204,923
Mortgage loans on real estate and other loans 27,719 25,133 26,675
Certificate loans 1,095 1,293 1,471
Dividends 9,949 19,986 32,478
Other 980 577 559
--- --- ---
Total investment income 267,352 261,523 266,106
------- ------- -------
Investment Expenses
Parent and affiliated company fees (note 7):
Distribution 29,762 30,924 31,209
Investment advisory and services 9,980 9,248 8,779
Transfer agent 3,203 3,161 3,300
Depository 321 285 254
Options (note 9) 36,421 39,510 43,430
Repurchase agreements -- 52 124
Interest rate swap agreements (note 9) 9,780 17,616 17
Other 360 432 410
--- --- ---
Total investment expenses 89,827 101,228 87,523
------ ------- ------
Net investment income before provision for certificate
reserves and income tax (expense) benefit 177,525 160,295 178,583
------- ------- -------
Provision for Certificate Reserves (notes 5 and 9)
According to the terms of the certificates:
Provision for certificate reserves 7,888 10,321 12,599
Interest on additional credits 543 597 714
Interest on advance payments 19 34 33
Additional credits/interest authorized by AECC:
On fully paid certificates 88,201 138,020 134,633
On installment certificates 4,757 7,559 8,483
----- ----- -----
Total provision for certificate reserves before reserve recoveries 101,408 156,531 156,462
Reserve recoveries from terminations prior to maturity (1,156) (1,144) (1,001)
------ ------ ------
Net provision for certificate reserves 100,252 155,387 155,461
------- ------- -------
Net investment income before income tax (expense) benefit 77,273 4,908 23,122
Income tax (expense) benefit (note 8) (24,866) 3,348 (14)
------- ----- ---
Net investment income 52,407 8,256 23,108
------ ----- ------
Net realized loss on investments
Securities of unaffiliated issuers before income tax benefit (9,899) (92,375) (10,110)
------ ------- -------
Income tax benefit (expense) (note 8):
Current (5,742) 36,320 (537)
Deferred 9,373 (3,989) 4,076
----- ------ -----
Total income tax benefit 3,631 32,331 3,539
Net realized loss on investments (6,268) (60,044) (6,571)
------ ------- ------
Cumulative effect of accounting change
(net of income tax benefit of $214) -- (397) --
------ ------- ------
Net income (loss) $ 46,139 $(52,185) $ 16,537
======== ======== ========
See notes to financial statements.
Statements of Comprehensive Income
Year ended Dec. 31, (In thousands) 2002 2001 2000
Net income (loss) $ 46,139 $(52,185) $16,537
-------- -------- -------
Other comprehensive income net of tax (note 1)
Cumulative effect of accounting change (note 1) -- (2,187) --
Unrealized gains on available-for-sale securities:
Unrealized holding gains arising during year 99,188 19,959 21,840
Income tax expense (34,716) (6,986) (7,644)
------- ------ ------
Net unrealized holding gains arising during the period 64,472 12,973 14,196
Reclassification adjustment for (gains) losses
included in net income (loss) (8,142) 101,754 (1,417)
Income tax expense (benefit) 2,850 (35,614) 496
----- ------- ---
Net reclassification adjustment for (gains) losses
included in net income (loss) (5,292) 66,140 (921)
------ ------ ----
Net unrealized gains on available-for-sale securities 59,180 79,113 13,275
Unrealized losses on interest rate swaps:
Unrealized losses arising during the period (8,141) (19,683) --
Income tax benefit 2,849 6,889 --
----- ----- ----
Net unrealized holding losses arising during the period (5,292) (12,794) --
------ ------- ----
Reclassification adjustment for losses
included in net income (loss) 9,780 17,616 --
Income tax benefit (3,423) (6,166) --
------ ------ ----
Net reclassification adjustment for losses
included in net income (loss) 6,357 11,450 --
----- ------ ----
Net unrealized gains (losses) on interest rate swaps 1,065 (1,344) --
Net other comprehensive income 60,245 75,582 13,275
------ ------ ------
Total comprehensive income $106,384 $ 23,397 $29,812
======== ======== =======
See notes to financial statements.
Statements of Stockholder's Equity
Year ended Dec. 31, (In thousands) 2002 2001 2000
Common Stock
Balance at beginning and end of year $ 1,500 $ 1,500 $ 1,500
--------- --------- --------
Additional Paid-in Capital
Balance at beginning of year $ 383,844 $ 143,844 $143,844
(Return of capital to) contribution from Parent (10,000) 240,000 --
------- -------
Balance at end of year $ 373,844 $ 383,844 $143,844
========= ========= ========
Retained Earnings
Appropriated for predeclared additional credits/interest (note 5)
Balance at beginning of year $ 1,123 $ 2,684 $ 2,879
Transferred to unappropriated retained earnings (312) (1,561) (195)
---- ------ ----
Balance at end of year $ 811 $ 1,123 $ 2,684
--------- --------- --------
Appropriated for additional interest on advance payments (note 5)
Balance at beginning of year $ 15 $ 15 $ 10
Transferred from unappropriated retained earnings -- -- 5
--------- --------- --------
Balance at end of year $ 15 $ 15 $ 15
--------- --------- --------
Unappropriated (note 6)
Balance at beginning of year $(146,593) $ 70,937 $ 59,210
Net income (loss) 46,139 (52,185) 16,537
Transferred from appropriated retained earnings 312 1,561 190
Capital dividends declared -- (166,906) --
Cash dividends declared -- -- (5,000)
--------- --------- --------
Balance at end of year $(100,142) $(146,593) $ 70,937
========= ========= ========
Accumulated other comprehensive income -- net of tax (note 1)
Balance at beginning of year $ 23,116 $ (52,466) $(65,741)
Net other comprehensive income 60,245 75,582 13,275
------ ------ ------
Balance at end of year $ 83,361 $ 23,116 $(52,466)
--------- --------- --------
Total stockholder's equity $ 359,389 $ 263,005 $166,514
========= ========= ========
See notes to financial statements.
Statements of Cash Flows
Year ended Dec. 31, (In thousands) 2002 2001 2000
Cash Flows from Operating Activities
Net income (loss) $ 46,139 $ (52,185) $ 16,537
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Cumulative effect of accounting change, net of tax (note 1) -- 397 --
Net provision for certificate reserves 100,252 155,387 155,461
Interest income added to certificate loans (738) (820) (914)
Amortization of premiums/discounts -- net (2,426) (1,483) 42,192
Provision for deferred federal income taxes (3,288) (9,793) 4,940
Net realized loss on investments before income taxes 9,899 92,375 10,110
Decrease (increase) in dividends and interest receivable 4,184 9,603 (6,317)
Decrease in deferred distribution fees 1,802 1,525 2,946
Decrease (increase) in other assets 13,990 4,622 (7,016)
Increase (decrease) in other liabilities 14,848 14,001 (2,823)
------ ------ ------
Net cash provided by operating activities 184,662 213,629 215,116
------- ------- -------
Cash Flows from Investing Activities
Maturity and redemption of investments:
Held-to-maturity securities -- -- 138,150
Available-for-sale securities 1,111,493 704,877 447,643
Other investments 88,437 30,307 68,877
Sale of investments:
Held-to-maturity securities -- -- 8,836
Available-for-sale securities 884,524 969,308 312,612
Other investments 11,166 -- --
Certificate loan payments 2,919 3,127 3,399
Purchase of investments:
Held-to-maturity securities -- -- (161)
Available-for-sale securities (2,128,914) (2,274,412) (1,250,487)
Other investments (233,075) (54,927) (49,460)
Certificate loan fundings (2,085) (2,830) (3,197)
------ ------ ------
Net cash used in investing activities (265,535) (624,550) (323,788)
-------- -------- --------
Statements of Cash Flows (continued)
Year ended Dec. 31, (In thousands) 2002 2001 2000
Cash Flows from Financing Activities
Payments from certificate owners $ 2,031,414 $ 1,919,769 $ 1,667,475
Proceeds from repurchase agreements -- 500 --
Certificate maturities and cash surrenders (1,788,995) (1,734,742) (1,517,178)
Payments under repurchase agreements -- (500) (25,000)
(Return of capital to) contribution from parent (10,000) 240,000 --
Dividends paid -- -- (5,000)
------- ------- -------
Net cash provided by financing activities 232,419 425,027 120,297
------- ------- -------
Net increase in cash and cash equivalents 151,546 14,106 11,625
Cash and cash equivalents at beginning of year 72,817 58,711 47,086
------ ------ ------
Cash and cash equivalents at end of year $ 224,363 $ 72,817 $ 58,711
=========== =========== ===========
Supplemental Disclosures Including Non-cash Transactions
Cash paid for income taxes $ 22,233 $ -- $ 2,558
Certificate maturities and surrenders through
loan reductions 3,097 4,263 4,060
----- ----- -----
See notes to financial statements.
Notes to Financial Statements
(In thousands unless indicated otherwise)
1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business
American Express Certificate Company (AECC), is a wholly-owned subsidiary of
American Express Financial Corporation (Parent), which is a wholly-owned
subsidiary of American Express Company. AECC is registered as an investment
company under the Investment Company Act of 1940 ("the 1940 Act") and is in the
business of issuing face-amount investment certificates. Face-amount
certificates issued by AECC entitle the certificate owner to receive at maturity
a stated amount of money and interest or credits declared from time to time by
AECC, at its discretion. The certificates issued by AECC are not insured by any
government agency. AECC's certificates are sold primarily by American Express
Financial Advisor Inc.'s (AEFA) (an affiliate) field force operating in 50
states, the District of Columbia and Puerto Rico. The Parent acts as investment
advisor for AECC.
AECC currently offers ten types of certificates with specified maturities
ranging from 10 to 20 years. Within their specified maturity, most certificates
have interest rate terms of one- to 36-months. In addition, three types of
certificates have interest tied, in whole or in part, to any upward movement in
a broad-based stock market index. Except for two types of certificates, all of
the certificates are available as qualified investments for Individual
Retirement Accounts or 401(k) plans and other qualified retirement plans.
AECC's gross income is derived primarily from interest and dividends generated
by its investments. AECC's net income is determined by deducting from such gross
income its provision for certificate reserves, and other expenses, including
taxes, the fee paid to Parent for investment advisory and other services, and
the distribution fees paid to AEFA.
Basis of financial statement presentation
The accompanying financial statements are presented in accordance with
accounting principles generally accepted in the United States. AECC uses the
equity method of accounting for its wholly-owned unconsolidated subsidiary,
which is the method prescribed by the Securities and Exchange Commission (SEC)
for non-investment company subsidiaries. Certain prior year amounts have been
reclassified to conform to the current year's presentation.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities and the reported amounts of
income and expenses during the year then ended. Actual results could differ from
those estimates.
Fair values of financial instruments
The fair values of financial instruments disclosed in the notes to financial
statements are estimates based upon current market conditions and perceived
risks, and require varying degrees of management judgment.
Interest Income
Interest income is accrued as earned using the effective interest method, which
makes an adjustment for security premiums and discounts, so that the related
security recognizes a constant rate of return on the outstanding balance
throughout its term.
Preferred stock dividend income
AECC recognizes dividend income from cumulative redeemable preferred stocks with
fixed maturity amounts on an accrual basis similar to that used for recognizing
interest income on debt securities. Dividend income from perpetual preferred
stock is recognized on an ex-dividend basis.
Cash and cash equivalents
Cash equivalents are carried at amortized cost, which approximates fair value.
AECC has defined cash and cash equivalents as cash in banks and highly liquid
investments with a maturity of three months or less at acquisition and are not
interest rate sensitive.
Investment securities
Debt securities and marketable equity securities are classified as
available-for-sale and carried at fair value. Unrealized holding gains and
losses on securities classified as available-for-sale are carried as a separate
component, net of deferred income taxes, in Accumulated other comprehensive
income (loss) in Stockholder's Equity.
The basis for determining cost in computing realized gains and losses on
securities is specific identification. Gains and losses are recognized in the
results of operations upon disposition of the securities. In addition, losses
are also recognized when management determines that a decline in value is
other-than-temporary, which requires judgment regarding the amount and timing of
recovery. Indicators of other-than-temporary impairment for debt securities
include issuer downgrade, default or bankruptcy. AECC also considers the extent
to which cost exceeds fair value, the duration of time of that decline and
management's judgment as to the issuer's current and prospective financial
condition. The charges are reflected in the Net realized loss on investments
within the Statement of Operations.
First mortgage loans on real estate and other loans
Mortgage and other loans reflects principal amounts outstanding less reserves
for losses, which is the basis for determining any realized gains or losses. The
estimated fair value of the mortgage loans on real estate is determined by a
discounted cash flow analysis using mortgage interest rates currently offered
for mortgages of similar maturities. The fair value of the other loans
represents market prices or estimated fair values when quoted prices are not
available.
The reserve for losses is measured as the excess of the loan's recorded
investment over its present value of expected principal and interest payments
discounted at the loan's effective interest rate or the fair value of
collateral. Additionally, the level of the reserve account is determined based
on several factors, including historical experience and current economic and
political conditions. Management regularly evaluates the adequacy of the reserve
for loan losses, and believes it is adequate to absorb estimated losses in the
portfolio.
AECC generally stops accruing interest on mortgage loans on real estate for
which interest payments are delinquent more than three months. Based on
management's judgment as to the ultimate collectibility of principal, interest
payments received are either recognized as income or applied to the recorded
investment in the loan.
Certificates
Investment certificates may be purchased either with a lump-sum payment or by
installment payments. Certificate owners are entitled to receive at maturity a
definite sum of money. Payments from certificate owners are credited to
investment certificate reserves. Investment certificate reserves accumulate
interest at specified percentage rates as declared by AECC. Reserves also are
maintained for advance payments made by certificate owners, accrued interest
thereon, and for additional credits in excess of minimum guaranteed rates and
accrued interest thereon. On certificates allowing for the deduction of a
surrender charge, the cash surrender values may be less than accumulated
investment certificate reserves prior to maturity dates. Cash surrender values
on certificates allowing for no surrender charge are equal to certificate
reserves. The payment distribution, reserve accumulation rates, cash surrender
values, reserve values and other matters are governed by the 1940 Act.
Deferred distribution fee expense
On certain series of certificates, distribution fees are deferred and amortized
over the estimated lives of the related certificates, which is approximately 10
years. Upon surrender prior to maturity, unamortized deferred distribution fees
are recognized in expense and any related surrender charges are recognized as a
reduction in Provision for certificate reserves.
Federal income taxes
AECC's taxable income or loss is included in the consolidated federal income tax
return of American Express Company. AECC provides for income taxes on a separate
return basis, except that, under an agreement between Parent and American
Express Company, tax benefits are recognized for losses to the extent they can
be used in the consolidated return. It is the policy of the Parent and its
subsidiaries that the Parent will reimburse a subsidiary for any tax benefits
recorded.
Accounting developments
Effective Jan. 1, 2001, AECC adopted Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended (SFAS No. 133), which establishes the accounting and reporting standards
for derivative instruments and hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities on the balance sheet
and measure those instruments at fair value. Changes in the fair value of a
derivative are recorded in earnings or directly to equity, depending on the
instrument's designated use. Those derivative instruments that are designated
and qualify as hedging instruments are further classified as either a cash flow
hedge, a fair value hedge, or a hedge of a net investment in a foreign
operation, based upon the exposure being hedged. The adoption of SFAS No. 133 on
Jan. 1, 2001, resulted in a cumulative after-tax reduction of $397 and $2,187 to
earnings and other comprehensive income (OCI), respectively. See note 9 for
further discussion of the Company's derivative and hedging activities.
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 accounting provisions and
expanded disclosure requirements for VIEs existing at Dec. 31, 2002, are fully
effective for reporting periods beginning after June 15, 2003. An entity shall
be subject to consolidation according to the provisions of FIN 46, if, by
design, either (i) the total equity investment at risk is not sufficient to
permit the entity to finance its activities without additional subordinated
financial support from other parties,
or (ii) as a group, the holders of the equity investment at risk lack (a) direct
or indirect ability to make decisions about an entity's activities; (b) the
obligation to absorb the expected losses of the entity if they occur; or (c) the
right to receive the expected residual return of the entity if they occur. In
general, FIN 46 will require a VIE to be consolidated when an enterprise has a
variable interest that will absorb a majority of the VIE's expected losses or
receive a majority of the VIE's expected residual return.
It is likely that AECC will disclose additional information about VIE's when FIN
46 becomes effective in the third quarter of 2003. The entity primarily impacted
by FIN 46 relates to a secured loan trust (SLT) for which AECC has a 33%
ownership interest. The SLT provides returns to investors primarily based on the
performance of an underlying portfolio of high-yield loans. AECC's pro rata
return is based on the performance of up to $125,000 of high yield loans.
Currently, the underlying portfolio consists of $114,472 in high-yield loans
which have a market value of $103,739. The SLT has an adjusted cost basis of
$26,593. AECC continues to evaluate other relationships and interest in entities
that may be considered VIEs. The impact of adopting FIN 46 on the Consolidated
Financial Statements is still being reviewed.
2. DEPOSIT OF ASSETS AND MAINTENANCE OF QUALIFIED ASSETS
Under the provisions of its certificates and the 1940 Act, AECC was required to
have Qualified Assets (as that term is defined in Section 28(b) of the 1940 Act)
in the amount of $4,492,725 and $4,152,437 at Dec. 31, 2002 and 2001,
respectively. AECC had Qualified Assets of $4,778,592 and $4,413,104 at Dec. 31,
2002 and 2001, respectively, excluding net unrealized appreciation on
Available-for-sale securities of $135,010 and $43,962 at Dec. 31, 2002 and 2001,
respectively, and Payable for investment securities purchased of $263,658 and
$163,507 at Dec. 31, 2002 and 2001, respectively.
Qualified Assets are valued in accordance with such provisions of Minnesota
Statutes as are applicable to investments of life insurance companies. These
values are the same as financial statement carrying values, except for debt
securities classified as available-for-sale and all marketable equity
securities, which are carried at fair value in the financial statements but are
valued at amortized cost for qualified asset and deposit maintenance purposes.
Pursuant to provisions of the certificates, the 1940 Act, the central depository
agreement and requirements of various states, qualified assets of AECC were
deposited as follows:
Dec. 31, 2002
Required
Deposits deposits Excess
Deposits to meet certificate liability requirements:
States $ 362 $ 318 $ 44
Central Depository 5,031,924 4,472,886 559,038
--------- --------- -------
Total $5,032,286 $4,473,204 $559,082
---------- ---------- --------
Dec. 31, 2001
Required
Deposits deposits Excess
Deposits to meet certificate liability requirements:
States $ 361 $ 318 $ 43
Central Depository 4,547,283 4,129,056 418,227
--------- --------- -------
Total $4,547,644 $4,129,374 $418,270
---------- ---------- --------
The assets on deposit at Dec. 31, 2002 and 2001 consisted of securities and
other loans having a deposit value of $4,608,914 and $3,955,748, respectively;
mortgage loans on real estate of $338,924 and $343,434, respectively, and other
assets of $84,448 and $248,462, respectively.
American Express Trust Company is the central depository for AECC. See note 7.
3. INVESTMENTS IN SECURITIES
Fair values of investments in securities represent market prices or estimated
fair values when quoted prices are not available. Estimated fair values are
determined by using established procedures involving, among other things, review
of market indexes, price levels of current offerings and comparable issues,
price estimates, estimated future cash flows, and market data from independent
brokers. The procedures are reviewed annually by management and the Board of
Directors.
Because of changes to the rules for hedging investments, the transition
provisions of SFAS No. 133, as amended, permitted held-to-maturity securities
under SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," to be reclassified at the date of adoption to available-for-sale or
trading. AECC reclassified all held-to-maturity securities to available-for-sale
upon adoption as of Jan. 1, 2001.
A summary of Available-for-sale securities at Dec. 31, is as follows:
2002
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
U.S. Government and agency obligations $ 362 $ 37 $ -- $ 399
Mortgage and asset-backed securities 2,938,348 94,528 1,728 3,031,148
Structured investments 33,470 2,175 -- 35,645
State and municipal obligations 9,424 385 -- 9,809
Corporate debt securities 1,172,446 53,394 15,540 1,210,300
Stated maturity preferred stock 82,554 1,876 383 84,047
Perpetual preferred stock 17,782 266 -- 18,048
---------- -------- ------- ----------
Total $4,254,386 $152,661 $17,651 $4,389,396
---------- -------- ------- ----------
2001
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
U.S. Government and agency obligations $ 361 $ 24 $ -- $ 385
Mortgage and asset-backed securities 2,136,070 23,121 10,059 2,149,132
Structured investments 59,586 582 2,613 57,555
State and municipal obligations 10,893 563 -- 11,456
Corporate debt securities 1,623,612 38,078 10,379 1,651,311
Stated maturity preferred stock 168,963 4,489 150 173,302
Perpetual preferred stock 30,282 454 320 30,416
Common stock 172 172 -- 344
---------- ------- ------- ----------
Total $4,029,939 $67,483 $23,521 $4,073,901
---------- ------- ------- ----------
The amortized cost and fair value of Available-for-sale securities, by
contractual maturity at Dec. 31, 2002 are shown below. Cash flows may differ
from contractual maturities because issuers may call or prepay obligations.
Amortized Fair
cost value
Due within one year $ 212,117 $ 214,421
Due from one to five years 869,934 911,737
Due from five to ten years 204,791 203,097
Due in more than ten years 11,414 10,945
------ ------
1,298,256 1,340,200
Mortgage and asset-backed securities 2,938,348 3,031,148
Perpetual preferred stock 17,782 18,048
------ ------
Total $4,254,386 $4,389,396
---------- ----------
During the years ended Dec. 31, 2002 and 2001, there were no securities
classified as trading securities.
The proceeds from sales of Available-for-sale securities and the gross realized
gains and gross realized losses on those sales during the years ended Dec. 31,
were as follows:
2002 2001 2000
Proceeds $887,194 $1,694,615 $312,728
Gross realized gains 23,394 20,679 4,447
Gross realized losses 15,741 83,932 3,136
------ ------ -----
During the years ended Dec. 31, 2002, 2001 and 2000, AECC also recognized
losses of $15,789, $27,932, and $11,413, respectively, due to declines in the
fair value of corporate debt or structured available-for-sale securities that
were other-than-temporary. These amounts are reflected in Net realized loss on
investments in the Statements of Operations.
Sales of Held-to-maturity securities, due to credit concerns and acceptance of a
tender offer during the year ended Dec. 31, 2000 was as follows:
2002 2001 2000
Amortized cost $-- $-- $9,015
Gross realized gains -- -- 94
Gross realized losses -- -- 273
------ ------ -----
Investments in securities with fixed maturities comprised 83% and 88% of AECC's
total invested assets at Dec. 31, 2002 and 2001, respectively. Securities are
rated by Moody's and Standard & Poors (S&P), or by Parent's internal analysts,
using criteria similar to Moody's and S&P, when a public rating does not exist.
Ratings are presented using S&P's convention and if the two agency's ratings
differ, the lower rating is used. A summary of investments in securities with
fixed maturities, at amortized cost, by rating of investment is as follows:
Rating 2002 2001
AAA 69% 60%
AA 1 2
A 11 12
BBB 16 24
Below investment grade 3 2
--- ---
Total 100% 100%
--- ---
Of the securities rated AAA, 94% and 88% at Dec. 31, 2002 and 2001,
respectively, are U.S. Government Agency mortgage-backed securities that are
not rated by a public rating agency. At Dec. 31, 2002 and 2001, approximately
9% and 11%, respectively, of securities with fixed maturities, other than U.S.
Government Agency mortgage-backed securities, are rated by Parent's internal
analysts.
At Dec. 31, 2002 and 2001 no one issuer, other than U.S. Government Agency
mortgage-backed securities, is greater than 1% of AECC's total investment in
securities with fixed maturities.
AECC reserves freedom of action with respect to its acquisition of restricted
securities that offer advantageous and desirable investment opportunities. In a
private negotiation, AECC may purchase for its portfolio all or part of an issue
of restricted securities. Since AECC would intend to purchase such securities
for investment and not for distribution, it would not be "acting as a
distributor" if such securities are resold by AECC at a later date.
The fair values of restricted securities are determined by the board of
directors using the procedures and factors as described previously.
In the event AECC were to be deemed to be a distributor of the restricted
securities, it is possible that AECC would be required to bear the costs of
registering those securities under the Securities Act of 1933, although in most
cases such costs would be incurred by the issuer of the restricted securities.
AECC's net losses in 2001 were primarily composed of a $36.9 million loss to
recognize the impact of higher default assumptions used to determine impairment
on rated structured investments and a $57.1 million loss on high-yield
securities. The write-downs of these investments were associated with the
company's decision to reduce the Company's holdings of high-yield investments
and rebalance the fixed maturity investment portfolio towards higher quality,
less volatile holdings.
4. INVESTMENTS IN FIRST MORTGAGE LOANS ON REAL ESTATE AND OTHER LOANS
During the years ended Dec. 31, 2002 and 2001, AECC held no investments in
impaired mortgage or other loans. During 2000, the average recorded investment
in impaired loans was $195.
AECC recognized $13 of interest income related to impaired mortgage and other
loans for the year ended Dec. 31, 2000.
The reserve for loss on mortgage loans and other loans increased to $4,223 on
Dec. 31, 2002, from $1,935 at Dec. 31, 2001 and $744 at Dec. 31, 2000.
At Dec. 31, 2002 and 2001, approximately 7% and 8%, respectively, of AECC's
invested assets were First mortgage loans on real estate. A summary of First
mortgage loans on real estate by region and property type at Dec. 31, is as
follows:
Region 2002 2001
South Atlantic 18% 20%
West North Central 15 17
East North Central 13 15
Mountain 13 17
West South Central 17 13
Pacific 12 9
New England 6 4
Middle Atlantic 6 5
--- ---
Total 100% 100%
--- ---
Property Type 2002 2001
Office buildings 41% 29%
Retail/shopping centers 20 24
Apartments 14 17
Industrial buildings 15 14
Other 10 16
--- ---
Total 100% 100%
--- ---
The carrying amounts and fair values of First mortgage loans on real estate and
other loans at Dec. 31 are below. The fair values for first mortgage loans on
real estate are estimated using discounted cash flow analyses, using market
interest rates currently being offered for loans with similar maturities. The
fair value of other loans represents market prices or estimated fair values when
quoted prices are not available.
2002 2001
Carrying Fair Carrying Fair
amount value amount value
First mortgage loans on real estate $342,147 $366,198 $345,369 $348,873
Other loans 114,319 111,550 -- --
Reserve for losses (4,223) -- (1,935) --
-------- -------- -------- --------
Net first mortgage and other loans $452,243 $477,748 $343,434 $348,873
-------- -------- -------- --------
At Dec. 31, 2002 and 2001, commitments for fundings of first mortgage loans on
real estate, at market interest rates, aggregated $13,400 and $7,100,
respectively. AECC holds the mortgage document, which gives it the right to take
possession of the property if the borrower fails to
perform according to the terms of the agreements. AECC employs policies and
procedures to ensure the creditworthiness of the borrowers and that funds will
be available on the funding date. AECC's first mortgage loans on real estate
fundings are restricted to 80% or less of the market value of the real estate at
the time of the loan funding. Management believes there is no fair value for
these commitments.
5. CERTIFICATE RESERVES
Reserves maintained on outstanding certificates have been computed in accordance
with the provisions of the certificates and Section 28 of the 1940 Act. The
average rates of accumulation on certificate reserves at Dec. 31, were as
follows:
2002
Average Average
gross additional
Reserve accumulation credit
balance rate rate
Installment certificates:
Reserves to mature:
With guaranteed rates $ 12,663 3.50% .50%
Without guaranteed rates (A) 156,294 -- 1.04
Additional credits and accrued interest 3,988 3.20 --
Advance payments and accrued interest (B) 564 3.30 .18
Other 34 -- --
Fully paid certificates:
Reserves to mature:
With guaranteed rates 95,941 3.20 .01
Without guaranteed rates (A) and (C) 4,181,407 -- .73
Additional credits and accrued interest 42,311 3.08 --
Due to unlocated certificate holders 170 -- --
---------- ------ ------
Total $4,493,372
----------
2001
Average Average
gross a dditional
Reserve accumulation credit
balance rate rate
Installment certificates:
Reserves to mature:
With guaranteed rates $ 14,367 3.50% .50%
Without guaranteed rates (A) 178,808 -- 3.94
Additional credits and accrued interest 5,082 3.18 --
Advance payments and accrued interest (B) 645 3.26 .21
Other 33 -- --
Fully paid certificates:
Reserves to mature:
With guaranteed rates 104,025 3.20 .24
Without guaranteed rates (A) and (C) 3,796,799 -- 2.71
Additional credits and accrued interest 59,948 3.12 --
Due to unlocated certificate holders 219 -- --
---------- ------ ------
Total $4,159,926
----------
A) There is no minimum rate of accrual on these reserves. Interest is declared
periodically, quarterly or annually, in accordance with the terms of the
separate series of certificates.
B) Certain series of installment certificates guarantee accrual of interest on
advance payments at an average of 3.26%. AECC has increased the rate of
accrual to 4.00% through April 30, 2004. An appropriation of retained
earnings of $15 has been made, which represents the estimated additional
accrual that will result from the increase granted by AECC.
C) American Express Stock Market Certificate, American Express Market Strategy
Certificate and American Express Equity Indexed Savings Certificate enable
the certificate owner to participate in any relative rise in a major stock
market index without risking loss of principal. Generally the certificates
have a term of 52 weeks and may continue for up to 20 successive terms. The
reserve balance on these certificates at Dec. 31, 2002 and 2001 was
$999,067 and $1,095,531, respectively.
On certain series of single payment certificates, additional interest is
predeclared for periods greater than one year. At Dec. 31, 2002, $811 of
retained earnings had been appropriated for the predeclared additional interest,
which represents the difference between certificate reserves on these series,
calculated on a statutory basis, and the reserves maintained per books.
Fair values of certificate reserves with interest rate terms of one year or less
approximated the carrying values less any applicable surrender charges. Fair
values for other certificate reserves are determined by discounted cash flow
analyses using interest rates currently offered for certificates with similar
remaining terms, less any applicable surrender charges.
The carrying amounts and fair values of certificate reserves at Dec. 31,
consisted of the following:
2002 2001
Carrying Fair Carrying Fair
amount value amount value
Reserves with terms of one year or less $4,007,664 $4,008,793 $3,867,493 $3,872,897
Other 485,708 497,689 292,433 301,621
------- ------- ------- -------
Total certificate reserves 4,493,372 4,506,482 4,159,926 4,174,518
Unapplied certificate transactions 801 801 2,152 2,152
Certificate loans and accrued interest (18,824) (18,824) (22,054) (22,054)
------- ------- ------- -------
Total $4,475,349 $4,488,459 $4,140,024 $4,154,616
---------- ---------- ---------- ----------
6. DIVIDEND RESTRICTION
Certain series of installment certificates outstanding provide that cash
dividends may be paid by AECC only in calendar years for which additional
credits of at least one-half of 1% on such series of certificates have been
authorized by AECC. This restriction has been removed for 2003 and 2004 by
AECC's declaration of additional credits in excess of this requirement.
7. RELATED PARTY TRANSACTIONS ($ NOT IN THOUSANDS)
Investment advisory, joint facilities, technology support and treasury services
The investment advisory and services agreement with Parent provides for a
graduated scale of fees equal on an annual basis to 0.750% on the first $250
million of total book value of assets of AECC, 0.650% on the next $250 million,
0.550% on the next $250 million, 0.500% on the next $250 million and 0.107% on
the amount in excess of $1 billion. The fee is payable monthly in an amount
equal to one-twelfth of each of the percentages set forth above. Excluded from
assets for purposes of this computation are first mortgage and other loans, real
estate and any other asset on which AECC pays an outside advisory or service
fee. The fee paid to AEFC for managing and servicing the other loans is 0.35%.
Distribution services
Fees payable to AEFA on sales of AECC's certificates are based upon terms of
agreements giving AEFA the right to distribute the certificates covered under
the agreements. The agreements provide for payment of fees over a period of
time.
From time to time, AECC may sponsor or participate in sales promotions involving
one or more of the certificates and their respective terms. These promotions may
offer a special interest rate to attract new clients or retain existing clients.
To cover the cost of these promotions, distribution fees paid to AEFA may be
lowered. There were no changes to the distribution fees for the promotion of the
American Express Flexible Savings Certificate which occurred June 5, 2002 to
July 23, 2002. For the promotion of the seven-month interest rate term American
Express Flexible Savings Certificate which occurred March 7, 2001 to May 8, 2001
and Oct. 31, 2001 to Dec. 11, 2001, the distribution fee was lowered to 0.030%
and 0.017%, respectively.
The Aggregate fees payable under the agreements per $1,000 face amount of
installment certificates and a summary of the periods over which the fees are
payable are:
Number of
certificate
years over
which
Aggregate fees payable subsequent
First Subsequent years' fees
Total year years are payable
On sales effective April 30, 1997 $25.00 $2.50 $22.50 9
------- ----- ------ ----
Effective April 25, 2001 fees on the American Express Cash Reserve Certificate
are paid at a rate of 0.0625% of the purchase price at the time of issuance and
0.0625% of the reserves maintained for these certificates at the beginning of
the second and subsequent quarters from issue date. For certificates sold from
April 30, 1997 to April 24, 2001, fees on the American Express Cash Reserve
Certificate are paid at a rate of 0.20% of the purchase price at the time of
issuance and 0.20% of the reserves maintained for these certificates at the
beginning of the second and subsequent quarters from issue date.
Effective April 26, 2000, fees on the American Express Flexible Savings
Certificate are paid at a rate of 0.08% of the purchase price at the time of
issuance and 0.08% of the reserves maintained for these certificates at the
beginning of the second and subsequent quarters from issue date. For
certificates sold from April 30, 1997 to April 25, 2000, fees were paid at the
rate of 0.20% of the purchase price at time of issuance and 0.20% of the
reserves maintained for these certificates at the beginning of the second and
subsequent quarters from issue date.
Fees on the American Express Investors Certificate are paid at an annualized
rate of 1% of the reserves maintained for the certificates. Fees are paid at the
end of each term on certificates with a one-, two- or three-month term. Fees are
paid each quarter from date of issuance on certificates with a six-, 12-, 24- or
36-month term.
Fees on the American Express Preferred Investors Certificate are paid at a rate
of 0.165% of the initial payment on issue date of the certificate and 0.165% of
the certificate's reserve at the beginning of the second and subsequent quarters
from issue date.
Effective April 28, 1999, fees on the American Express Stock Market, sold
through AEFA, and American Express Market Strategy Certificates are paid at a
rate of 0.90%. For certificates sold from April 30, 1997 to April 27, 1999, fees
were paid at the rate of 0.70%. Fees are paid on the purchase price on the first
day of the certificate's term and on the reserves maintained for these
certificates at the beginning of each subsequent term.
Effective April 26, 2000, fees on the American Express Stock Market
Certificates, sold through American Express Bank International, are paid at a
rate of 0.90%. For certificates sold from April 28, 1999 to April 25, 2000, fees
were paid at the rate of 1.00%. For certificates sold from April 30, 1997 to
April 27, 1999, fees were paid at a rate of 1.25%. Fees are paid on the purchase
price on the first day of the certificate's term and on the reserves maintained
for these certificates at the beginning of each subsequent term.
Fees on the American Express Equity Indexed Savings Certificate are paid at a
rate of 1.00% of the initial investment on the first day of each certificate's
term and 1.00% of the certificate's reserve at the beginning of each subsequent
term.
Depository fees
The basis for computing fees paid or payable to American Express Trust Company
for depository services is as follows:
Depository fees paid or payable to American Express Trust Company (an affiliate)
is:
Maintenance charge per account 5 cents per $1,000 of assets on deposit
Transaction charge $20 per transaction
Security loan activity:
Depositary Trust Company receive/deliver $20 per transaction
Physical receive/deliver $25 per transaction
Exchange collateral $15 per transaction
A transaction consists of the receipt or withdrawal of securities and commercial
paper and/or a change in the security position. The charges are payable
quarterly except for maintenance, which is an annual fee.
Distribution fees
The basis for computing fees paid or payable to American Express Bank Ltd. (an
affiliate) for the distribution of the American Express Special Deposits
Certificate on an annualized basis is 1.25% of the reserves maintained for the
certificates on an amount from $100,000 to $249,999, 0.80% on an amount from
$250,000 to $499,999, 0.65% on an amount from $500,000 to $999,999 and 0.50% on
an amount $1,000,000 or more. Fees are paid at the end of each term on
certificates with a one-, two- or three-month term. Fees are paid at the end of
each quarter from date of issuance on certificates with a six-, 12-, 24- or
36-month term.
Transfer agent fees
The basis of computing Transfer agent fees paid or payable to American Express
Client Service Corporation (AECSC) (an affiliate) is under a Transfer Agency
Agreement effective Jan. 1, 1998. AECSC maintains certificate owner accounts and
records. AECC pays AECSC a monthly fee of one-twelfth of $10.353 per certificate
owner account for this service. Prior to Jan. 1, 1998, AEFC provided this
service to AECC under the investment advisory and services agreement.
Dividends
In 2001, AECC paid a $167 million dividend to its parent by transferring at book
value certain collateralized debt obligation (CDO) securities owned by the
Company. In part, the dividend was paid to allow AEFC to transfer the CDO
securities and related accrued interest into a securitization trust.
8. INCOME TAXES
Income tax (expense) benefit as shown in the Statements of Operations for the
three years ended Dec. 31, consists of:
2002 2001 2000
Federal:
Current $(24,367) $26,007 $ 8,586
Deferred 3,288 9,792 (4,941)
----- ----- ------
(21,079) 35,799 3,645
State (156) (120) (120)
---- ---- ----
Total income tax (expense) benefit $(21,235) $35,679 $ 3,525
--------- ------- -------
Income tax (expense) benefit differs from that computed by using the federal
statutory rate of 35%. The principal causes of the difference in each year are
shown below:
2002 2001 2000
Federal tax (expense) benefit at federal statutory rate $(23,581) $30,752 $(4,554)
Dividend exclusion 2,462 4,971 8,064
Other, net 40 76 135
-- -- ---
Federal tax (expense) benefit $(21,079) $35,799 $ 3,645
-------- ------- -------
Deferred income taxes result from the net tax effects of temporary differences.
Temporary differences are differences between the tax bases of assets and
liabilities and their reported amounts in the financial statements that will
result in differences between income for tax purposes and income for financial
statement purposes in future years. Principal components of AECC's Deferred tax
assets and Deferred tax liabilities as of Dec. 31, are as follows:
Deferred tax assets 2002 2001
Certificate reserves $ 1,793 $ 5,743
Investments 14,649 14,269
Purchased/written call options 689 --
Other, net 245 160
--- ---
Total deferred tax assets $ 17,376 $20,172
-------- -------
Deferred tax liabilities
Investment unrealized gains, net $ 44,720 $12,389
Deferred distribution fees 2,091 2,721
Purchased/written call options -- 5,227
Dividends receivable 79 196
Return of capital dividends 42 43
-- --
Total deferred tax liabilities 46,932 20,576
------ ------
Net deferred tax liabilities $(29,556) $ (404)
-------- --------
AECC is required to establish a valuation allowance for any portion of the
Deferred tax assets that management believes will not be realized. In the
opinion of management, it is more likely than not that AECC will realize the
benefit of the Deferred tax assets and, therefore, no such valuation allowance
has been established.
9. DERIVATIVE FINANCIAL INSTRUMENTS
AECC maintains an overall risk management strategy that incorporates the use of
derivative instruments to minimize significant unplanned fluctuations in
earnings that are caused by interest rate and equity market volatility. The
Company enters into interest rate swaps to manage interest rate sensitivity and
enters into options and futures contracts to mitigate the negative effect on
earnings that would result from an increase in the equity markets.
AECC is exposed to risk associated with fluctuating interest payments on certain
certificate products tied to the London Interbank Offering Rate (LIBOR) as the
certificate products reset at shorter intervals than the average maturity of the
investment portfolio. AECC's goal is to manage interest rate sensitivity by
modifying the repricing characteristics of certificate liabilities so that the
interest credited to related investment certificate owners is not adversely
affected by movements in interest rates. As a result of interest rate
fluctuations, the amount of interest paid on hedged liabilities will positively
or negatively impact reported earnings. Income or loss on the derivative
instruments that are linked to the hedged liabilities will generally offset the
effect of this impact. The Company views this strategy as a prudent management
of interest rate sensitivity, such that earnings are not exposed to undue risk
presented by changes in interest rates.
AECC uses interest rate swap contracts to hedge the risk of rising interest
rates on a portion of the certificate products. Interest rate swaps generally
involve the exchange of fixed and variable rate interest rate payments between
two parties, based on a common notional principal amount and maturity date. The
Company is required to pay the counterparty to the contracts a stream of fixed
interest payments, and in turn, receives a stream of LIBOR-based variable
interest payments.
The interest rate swaps qualify for and are designated as cash flow hedges. The
effective portions of changes in the fair value of the derivatives are recorded
in Other Comprehensive Income (OCI). Amounts are reclassified from OCI to
Investment expenses as interest is credited to certificate reserves. The fair
value of the interest rate swaps are included in Accounts payable and accrued
liabilities on the balance sheet.
For the years ended Dec. 31, 2002 and 2001, AECC recognized no losses on the
derivatives as a result of ineffectiveness. AECC reclassified into earnings
pretax losses of $9,780 and $17,616 during 2002 and 2001, respectively. An
estimated $4,000 of the unrealized losses accumulated in OCI related to
derivatives designated as cash flow hedges will be reclassified into earnings by
Dec. 31, 2003. This effect will occur at the same time as the Company realizes
the benefits of lower market rates of interest on its certificates. The longest
period of time over which the Company is hedging exposure to the variability in
future cash flows is 26 months.
AECC offers American Express Stock Market Certificates ("SMC") that offer a
return based upon the relative change in a major stock market index between the
beginning and end of the SMC's term. The SMC product contains an embedded
derivative, essentially the equity based return of the certificate, that must be
separated from the host contract and accounted for as a derivative instrument
per SFAS No. 133. As a result of fluctuations in equity markets, and the
corresponding changes in value of the embedded derivative, the amount of
expenses incurred by the Company related to SMC will positively or negatively
impact reported earnings. As a means of hedging its obligations under the
provisions for these certificates, the Company purchases and writes call options
on the major market index. The Company views this strategy as a prudent
management of equity market sensitivity, such that earnings are not exposed to
undue risk presented by changes in equity market levels.
On the same series of certificates, AECC also purchases futures on the major
market index to hedge its obligations. The futures are marked-to-market daily
and exchange traded, exposing the Company to no counterparty risk.
The options and futures contracts do not receive special hedge accounting under
SFAS No. 133. As such, any changes in the fair value of the contracts are taken
through earnings. The fair values of the purchased and written call options are
included in Other qualified assets and Accounts payable and accrued liabilities,
respectively, on the balance sheet. The fair value of the embedded derivatives
are included under Certificate reserves. The gains and losses on the options,
futures and embedded derivative instruments are recognized in Investment
expenses on the statement of operations.
By using derivative instruments, AECC is exposed to credit and market risk.
Credit risk is the possibility that the counterparty will not fulfill the terms
of the contract. AECC monitors credit risk related to derivative financial
instruments through established approval procedures, including setting
concentration limits by counterparty, reviewing credit ratings and requiring
collateral where appropriate.
Market risk is the possibility that the value of the derivative financial
instrument will change due to fluctuations in a factor from which the instrument
derives its value, primarily an interest rate or a major market index. AECC
manages the market risk associated with interest rate contracts by establishing
and monitoring limits as to the types and degree of risk that may be undertaken.
AECC primarily uses derivatives to manage risk and, therefore, the cash flow and
income effects of the derivatives are generally inverse to the effects of the
underlying hedged transactions.
10. FAIR VALUES OF FINANCIAL INSTRUMENTS
AECC discloses fair value information for most on- and off-balance sheet
financial instruments for which it is practicable to estimate that value. The
fair value of the financial instruments presented may not be indicative of their
future fair values. The estimated fair value of certain financial instruments
such as Cash and cash equivalents, Receivables for Dividends and interest, and
Investment securities sold, Accounts Payable Due to Parent and other affiliates,
Payable for investment securities purchased and Other accounts payable and
accrued expenses approximate the carrying amounts disclosed in the Balance
Sheets.
A summary of fair values of financial instruments as of Dec. 31, is as follows:
2002 2001
Carrying Fair Carrying Fair
value value value value
Financial assets:
Assets for which carrying values
approximate fair values $ 282,382 $ 282,382 $ 132,303 $ 132,303
Investment securities (note 3) 4,389,396 4,389,396 4,073,901 4,073,901
First mortgage loans on real estate
and other loans (note 4) 452,243 477,748 343,434 348,873
Derivative financial instruments (note 9) 34,403 34,403 48,393 48,393
Financial liabilities:
Liabilities for which carrying values
approximate fair values 306,841 306,841 179,080 179,080
Certificate reserves (note 5) 4,475,349 4,488,459 4,140,024 4,154,616
Derivative financial instruments (note 9) 26,703 26,703 32,558 32,558
---------- ---------- ---------- ----------
Quick telephone reference*
800-862-7919 American Express Easy Access Line
Account value, cash transaction information, current rate
information (automated response for Touchtone(R) phones only)
800-862-7919 American Express Client Service Corporation (AECSC)
Withdrawals, transfers, inquiries
800-846-4852 TTY Service
For the hearing impaired
* You may experience delays when call volumes are high
- --------------------------------------------------------------------------------
(logo)
AMERICAN
EXPRESS
(R)
- --------------------------------------------------------------------------------
American Express Certificate Company
70100 AXP Financial Center
Minneapolis, MN 55474
Web site address:
http://www.americanexpress.com
Distributed by
American Express
Financial Advisors Inc.
Investment Company Act File #811-00002
S-6000 U (4/03)
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item
Number
Item 13. Other Expenses of Issuance and Distribution.
The expenses in connection with the issuance and distribution
of the securities being registered are to be borne by the
registrant.
Item 14. Indemnification of Directors and Officers.
The By-Laws of IDS Certificate Company provide that it shall
indemnify any person who was or is a party or is threatened to
be made a party, by reason of the fact that he was or is a
director, officer, employee or agent of the company, or is or
was serving at the direction of the company, or any
predecessor corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, to any threatened, pending or
completed action, suit or proceeding, wherever brought, to the
fullest extent permitted by the laws of the state of Delaware,
as now existing or hereafter amended.
The By-Laws further provide that indemnification questions
applicable to a corporation which has been merged into the
company relating to causes of action arising prior to the date
of such merger shall be governed exclusively by the applicable
laws of the state of incorporation and by the by-laws of such
merged corporation then in effect. See also Item 17.
Item 15. Recent Sales of Unregistered Securities.
(a) Securities Sold
2000 American Express Special Deposits 29,882,177.00
2001 American Express Special Deposits 11,585,244.00
2002 American Express Special Deposits 9,792,888.00
(b) Underwriters and other purchasers
American Express Special Deposits are marketed by American Express Bank Ltd.
(AEB), an affiliate of American Express Certificate Company, to private banking
clients of AEB in the United Kingdom and Hong Kong.
(c) Consideration
All American Express Special Deposits were sold for cash. The aggregate offering
price was the same as the amount sold in the table above. Aggregate marketing
fees to AEB were $807,408.63 in 2000, $549,636.58 in 2001 and $446,326.20 in
2002.
(d) Exemption from registration claimed
American Express Special Deposits are marketed, pursuant to the exemption in
Regulation S under the Securities Act of 1933, by AEB in the United Kingdom and
Hong Kong to persons who are not U.S. persons, as defined in Regulation S.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits
1. (a) Distribution Agreement dated November 18, 1988, between
Registrant and IDS Financial Services Inc., filed
electronically as Exhibit 1(a) to the Registration Statement
No. 33-26844, for the American Express International
Investment Certificate (now called, the IDS Investors
Certificate) is incorporated herein by reference.
2. Not Applicable.
3. (a) Certificate of Incorporation, dated December 31, 1977, filed
electronically as Exhibit 3(a) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(b) Certificate of Amendment, dated April 2, 1984 filed
electronically as Exhibit 3(b) to Post-Effective Amendment
No. 10 to Registration Statement No. 2-89507, is
incorporated herein by reference.
(c) Certificate of Amendment, dated September 12, 1995, filed
electronically as Exhibit 3(c) to Post-Effective Amendment
No. 44 to Registration Statement No. 2-55252, is
incorporated herein by reference.
(d) Certificate of Amendment, dated April 30, 1999, filed
electronically as Exhibit 3(a) to Registrant's March 31,
1999 Quarterly Report on Form 10-Q is incorporated herein by
reference.
(e) Certificate of Amendment, dated January 28, 2000, filed
electronically as Exhibit 3(e) to Post-Effective Amendment
No. 47 to Registration Statement No. 2-55252 is incorporated
herein by reference.
(f) Current By-Laws, filed electronically as Exhibit 3(e) to
Post-Effective Amendment No. 19 to Registration Statement
No. 33-26844, are incorporated herein by reference.
4. Not Applicable.
5. An opinion and consent of counsel as to the legality of the
securities being registered, filed electronically as Exhibit
16(a)5 to Post-Effective Amendment No. 24 to Registration
Statement No. 2-95577 is incorporated by reference.
6. through 9. -- None.
10. (a) Investment Advisory and Services Agreement between Registrant
and American Express Financial Corporation dated March 6,
2002, filed electronically as Exhibit 10(a) to Post-Effective
Amendment No. 51 to Registration Statement No. 2-55252, is
incorporated herein by reference.
(b) Depositary and Custodial Agreement dated September 30, 1985
between IDS Certificate Company and IDS Trust Company, filed
electronically as Exhibit 10(b) to Registrant's
Post-Effective Amendment No. 3 to Registration Statement No.
2-89507, is incorporated herein by reference.
(c) Foreign Deposit Agreement dated November 21, 1990, between
IDS Certificate Company and IDS Bank & Trust, filed
electronically as Exhibit 10(h) to Post-Effective Amendment
No. 5 to Registration Statement No. 33-26844, is
incorporated herein by reference.
(d) Selling Agent Agreement dated June 1, 1990, between American
Express Bank International and IDS Financial Services Inc.
for the American Express Investors and American Express
Stock Market Certificates, filed electronically as Exhibit
1(c) to the Post-Effective Amendment No. 5 to Registration
Statement No. 33-26844, is incorporated herein by reference.
(e) Second amendment to Selling Agent Agreement between American
Express Financial Advisors Inc. and American Express Bank
International dated as of May 2, 1995, filed electronically
as Exhibit (1) to Registrant's June 30, 1995, Quarterly
Report on Form 10-Q, is incorporated herein by reference.
(f) Marketing Agreement dated October 10, 1991, between
Registrant and American Express Bank Ltd., filed
electronically as Exhibit 1(d) to Post-Effective Amendment
No. 31 to Registration Statement 2-55252, is incorporated
herein by reference.
(g) Amendment to the Selling Agent Agreement dated December 12,
1994, between IDS Financial Services Inc. and American
Express Bank International, filed electronically as Exhibit
1(d) to Post-Effective Amendment No. 13 to Registration
Statement No. 2-95577, is incorporated herein by reference.
(h) Selling Agent Agreement dated December 12, 1994, between IDS
Financial Services Inc. and Coutts & Co. (USA)
International, filed electronically as Exhibit 1(e) to
Post-Effective Amendment No. 13 to Registration Statement
No. 2-95577, is incorporated herein by reference.
(i) Consulting Agreement dated December 12, 1994, between IDS
Financial Services Inc. and American Express Bank
International, filed electronically as Exhibit 16(f) to
Post-Effective Amendment No. 13 to Registration Statement
No. 2-95577 is incorporated herein by reference.
(j) Letter amendment dated January 9, 1997 to the Marketing
Agreement dated October 10, 1991, between Registrant and
American Express Bank Ltd. filed electronically as Exhibit
10(j) to Post-Effective Amendment No. 40 to Registration
Statement No. 2-55252, is incorporated herein by reference.
(k) Letter amendment dated April 7, 1997 to the Selling Agent
Agreement dated June 1, 1990 between American Express
Financial Advisors Inc. and American Express Bank
International, filed electronically as Exhibit 10 (j) to
Post-Effective Amendment No. 14 to Registration Statement
33-26844, is incorporated herein by reference.
(l) Letter Agreement dated July 28, 1999 amending the Selling
Agent Agreement dated June 1, 1990, or a schedule thereto,
as amended, between American Express Financial Advisors Inc.
(formerly IDS Financial Services Inc.) and American Express
Bank International, filed electronically to Registrant's
June 30, 1999 Quarterly Report on Form 10-Q, is incorporated
herein by reference.
(m) Letter Agreement dated July 28, 1999, amending the Marketing
Agreement dated October 10, 1991, or a schedule thereto, as
amended, between IDS Certificate Company and American
Express Bank Ltd., filed electronically to Registrant's June
30, 1999 Quarterly Report on Form 10-Q, is incorporated
herein by reference.
(n) Selling Agent Agreement, dated March 10, 1999 between
American Express Financial Advisors Inc. and Securities
America, Inc., filed electronically as Exhibit 10 (l) to
Post-Effective Amendment No. 18 to Registration Statement
33-26844, is incorporated herein by reference.
(o) Letter Agreement, dated April 10, 2000, amending the Selling
Agent Agreement, dated March 10, 1999, between American
Express Financial Advisors Inc. and Securities America,
Inc., filed electronically as Exhibit 10(o) to
Post-Effective Amendment No. 20 to Registration Statement
33-26844, is incorporated herein by reference.
(p) Form of Selling Dealer Agreement of American Express
Financial Advisors Inc., filed electronically as Exhibit
10(o) to Pre-Effective Amendment No. 2 to Registration
Statement No. 333-34982, is incorporated herein by
reference.
(q)(1) Code of Ethics under rule 17j-1 for Registrant, filed
electronically as Exhibit 10(p)(1) to Pre-Effective
Amendment No. 1 to Registration Statement No. 333-34982, is
incorporated herein by reference.
(q)(2) Code of Ethics under rule 17j-1 for Registrant's investment
advisor and principal underwriters, filed electronically as
Exhibit 10p(2) to Pre-Effective Amendment No. 1 to
Registration Statement No. 333-34982, is incorporated herein
by reference.
(r) Letter of Representations, dated August 22, 2000, between
Registrant and The Depository Trust Company, filed
electronically as Exhibit 10(r) to Post-Effective Amendment
No. 49 to Registration Statement No. 2-55252, is incorporated
herein by reference.
11. through 22. -- None.
23. Consent of Independent Auditors' Report is filed electronically herewith.
24. (a) Officers' Power of Attorney dated March 5, 2003, filed
electronically as Exhibit 24(a) to Post-Effective Amendment
No. 29 to Registration Statement No. 2-95577 is incorporated
herein by reference.
(b) Directors' Power of Attorney dated December 4, 2002, filed
electronically as Exhibit 24(b) to Post-Effective Amendment
No. 29 to Registration Statement No. 2-95577 is incorporated
herein by reference.
25. through 27. -- None.
(b) The financial statement schedules for American Express Certificate
Company (formerly IDS Certificate Company), filed electronically as
Exhibit 16(b) in Post-Effective Amendment No. 29 to Registration
Statement No. 2-95577 for American Express Flexible Savings
Certificate, are incorporated by reference.
Item 17. Undertakings.
Without limiting or restricting any liability on the part of the
other, American Express Financial Advisors Inc. (formerly, IDS
Financial Services Inc.), as underwriter, will assume any
actionable civil liability which may arise under the Federal
Securities Act of 1933, the Federal Securities Exchange Act of
1934 or the Federal Investment Company Act of 1940, in addition
to any such liability arising at law or in equity, out of any
untrue statement of a material fact made by its agents in the due
course of their business in selling or offering for sale, or
soliciting applications for, securities issued by the Company or
any omission on the part of its agents to state a material fact
necessary in order to make the statements so made, in the light
of the circumstances in which they were made, not misleading (no
such untrue statements or omissions, however, being admitted or
contemplated), but such liability shall be subject to the
conditions and limitations described in said Acts. American
Express Financial Advisors Inc. will also assume any liability of
the Company for any amount or amounts which the Company legally
may be compelled to pay to any purchaser under said Acts because
of any untrue statements of a material fact, or any omission to
state a material fact, on the part of the agents of American
Express Financial Advisors Inc. to the extent of any actual loss
to, or expense of, the Company in connection therewith. The
By-Laws of the Registrant contain a provision relating to
Indemnification of Officers and Directors as permitted by
applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on
April 28, 2003.
AMERICAN EXPRESS CERTIFICATE COMPANY
By: /s/ Paula R. Meyer
-----------------------
Paula R. Meyer, President
Pursuant to the requirements of the Securities Act of 1933, this amendment has
been signed below by the following persons in the capacities indicated on April
28, 2003.
Signature Capacity
/s/ Paula R. Meyer President and Director
- ---------------------- (Principal Executive Officer)
Paula R. Meyer
/s/ John T. Sweeney Vice President - Finance
- ---------------------- (Principal Financial Officer)
John T. Sweeney
/s/ Jeryl A. Millner Vice President and Controller
- ---------------------- (Principal Accounting Officer)
Jeryl A. Millner
/s/ Rodney P. Burwell* Director
- -----------------------
Rodney P. Burwell
/s/ Jean B. Keffeler* Director
- ----------------------
Jean B. Keffeler
/s/ Thomas R. McBurney* Director
- ------------------------
Thomas R. McBurney
/s/ Kent M. Bergene* Director
- ---------------------
Kent M. Bergene
/s/ Karen M. Bohn* Director
- ------------------
Karen M. Bohn
/s/ Walter S. Berman* Director
- ----------------------
Walter S. Berman
* Signed pursuant to Directors' Power of Attorney dated December 4, 2002, filed
electronically as Exhibit 24(b) to Post-Effective Amendment No. 29 to
Registrantion Statement No. 2-95577, by:
/s/ Paula R. Meyer
- ----------------------
Paula R. Meyer