UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 30 OF THE
INVESTMENT COMPANY ACT OF 1940 AND SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the Quarterly Period Ended September 30, 2003
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ________ to ________
Commission file number 2-23772
AMERICAN EXPRESS CERTIFICATE COMPANY
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 41-6009975
- -------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
52 AXP Financial Center, Minneapolis, Minnesota 55474
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612) 671-3131
-----------------------
None
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No _____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 31, 2003
150,000 Common Shares
American Express Certificate Company ("the Company") is a wholly-owned
subsidiary of American Express Financial Corporation (Parent), which is a
wholly-owned subsidiary of American Express Company, and the Company meets the
conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is
therefore filing this Form with the reduced disclosure format.
AMERICAN EXPRESS CERTIFICATE COMPANY
FORM 10-Q
INDEX
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Statements of Income - Three months ended
September 30, 2003 and 2002 1
Statements of Income - Nine months ended
September 30, 2003 and 2002 2
Balance Sheets - September 30, 2003 and
December 31, 2002 3
Statements of Cash Flows - Nine months ended
September 30, 2003 and 2002 4
Statements of Comprehensive (Loss) Income -
Three months ended September 30, 2003 and 2002 5
Statements of Comprehensive Income - Nine
months ended September 30, 2003 and 2002 6
Notes to Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-13
Item 4. Controls and Procedures 13
Part II. Other Information 15
Item 1. Legal Proceedings 15
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
Exhibit Index E-1
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF INCOME
(thousands)
(Unaudited)
Three Months Ended
September 30,
-----------------------------------
2003 2002
--------------- ----------------
Investment income $ 60,741 $ 53,988
Investment expenses (11,297) (10,930)
---------------- ----------------
Net investment income before provision for
certificate reserves and income tax provision 49,444 43,058
Provision for certificate reserves (32,217) (24,860)
---------------- ----------------
Net investment income before income tax provision 17,227 18,198
Income tax provision (6,027) (5,835)
---------------- ----------------
Net investment income 11,200 12,363
--------------- ----------------
Net realized loss on investments (1,350) (6,374)
Income tax benefit 473 2,230
---------------- ----------------
Net realized loss on investments (877) (4,144)
---------------- ----------------
Net income $ 10,323 $ 8,219
================ ================
See Notes to Financial Statements.
-1-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF INCOME
(thousands)
(Unaudited)
Nine Months Ended
September 30,
-----------------------------------
2003 2002
--------------- ----------------
Investment income $ 191,922 $ 154,134
Investment expenses (32,748) (32,523)
---------------- -----------------
Net investment income before provision for
certificate reserves and income tax provision 159,174 121,611
Provision for certificate reserves (100,561) (66,574)
---------------- -----------------
Net investment income before income tax provision 58,613 55,037
Income tax provision (19,788) (17,370)
---------------- -----------------
Net investment income 38,825 37,667
--------------- -----------------
Net realized gain (loss) on investments 2,575 (7,364)
Income tax (provision) benefit (901) 2,577
---------------- -----------------
Net realized gain (loss) on investments 1,674 (4,787)
---------------- -----------------
Net income $ 40,499 $ 32,880
================ =================
See Notes to Financial Statements.
-2-
AMERICAN EXPRESS CERTIFICATE COMPANY
BALANCE SHEETS
(thousands)
September 30, December 31,
2003 2002
-------------------- -------------------
(Unaudited)
Assets
Qualified Assets:
Cash and cash equivalents $ 91,327 $ 240,323
Investments in unaffiliated issuers 4,932,591 4,860,253
Equity index options 93,026 34,403
Receivables 40,396 58,284
-------------------- -------------------
Total qualified assets 5,157,340 5,193,263
-------------------- -------------------
Deferred distribution fees and other 21,555 6,506
-------------------- -------------------
Total assets $ 5,178,895 $ 5,199,769
==================== ===================
Liabilities and Shareholder's Equity
Certificate reserves $ 4,696,446 $ 4,493,372
Accounts payable and accrued liabilities 131,605 347,008
-------------------- -------------------
Total liabilities 4,828,051 4,840,380
-------------------- -------------------
Shareholder's equity:
Common stock 1,500 1,500
Additional paid-in-capital 343,844 373,844
Accumulated deficit (58,817) (99,316)
Accumulated other comprehensive income 64,317 83,361
-------------------- -------------------
Total shareholder's equity 350,844 359,389
-------------------- -------------------
Total liabilities and shareholder's equity $ 5,178,895 $ 5,199,769
==================== ===================
See Notes to Financial Statements.
-3-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF CASH FLOWS
(thousands)
(Unaudited)
Nine Months Ended
September 30,
--------------------------------------
2003 2002
----------------- -----------------
Cash Flows from Operating Activities
Net income $ 40,499 $ 32,880
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Interest added to certificate loans (461) (543)
Net amortization of premiums (accretion of discounts) 10,182 (2,695)
Deferred taxes (33,604) (14,068)
Deferred distribution fees 25 1,632
Net realized (gain) loss on equity index options (14,149) 37,376
Net realized (gain) loss on investments (2,575) 7,364
Dividends and interest receivable (1,843) (1,002)
Other assets and liabilities, net 490 (4,982)
----------------- -----------------
Net cash (used in) provided by operating activities (1,436) 55,962
----------------- -----------------
Cash Flows from Investing Activities
Available-for-Sale investments:
Sales 1,115,808 529,686
Maturities and redemptions 1,106,454 750,342
Purchases (2,329,547) (1,636,950)
Other investments:
Sales 26,377 -
Maturities and redemptions 86,346 37,421
Purchases (121,983) (59,852)
Certificate loans:
Payments 2,249 2,213
Fundings (1,280) (1,582)
Changes in amounts due to and from brokers, net (206,887) 100,291
----------------- -----------------
Net cash used in investing activities (322,463) (278,431)
----------------- -----------------
Cash Flows from Financing Activities
Payments from certificate owners 1,861,176 1,612,727
Interest credited on certificates 100,561 66,574
Certificate maturities and cash surrenders (1,756,834) (1,314,111)
Proceeds from reverse repurchase agreements 326,300 -
Payments on reverse repurchase agreements (326,300) -
Return of capital payment to Parent (AEFC) (30,000) -
----------------- -----------------
Net cash provided by financing activities 174,903 365,190
----------------- -----------------
Net (decrease) increase in cash and cash equivalents (148,996) 142,721
Cash and cash equivalents beginning of period 240,323 87,198
----------------- -----------------
Cash and cash equivalents end of period $ 91,327 $ 229,919
================= =================
See Notes to Financial Statements.
-4-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(thousands)
(Unaudited)
Three Months Ended
September 30,
------------------------------------
2003 2002
----------------- --------------
Net income $ 10,323 $ 8,219
Other comprehensive income
Unrealized (losses) gains on Available-for-Sale securities:
Unrealized holding (losses) gains arising during period (30,134) 63,204
Income tax benefit (provision) 10,547 ( 22,121)
--------------- ----------------
Net unrealized holding (losses) gains arising during period (19,587) 41,083
--------------- ----------------
Reclassification adjustment for (gains) losses included in net income (679) 6,374
Income tax provision (benefit) 237 (2,231)
--------------- ----------------
Net reclassification adjustment for (gains) losses included in net
income (442) 4,143
--------------- ----------------
Net unrealized (losses) gains on Available-for-Sale securities (20,029) 45,226
--------------- ----------------
Unrealized gains (losses) on interest rate swaps:
Unrealized gains (losses) arising during the period 80 (2,580)
Income tax (provision) benefit (28) 903
--------------- ----------------
Net unrealized holding gains (losses) arising during period 52 (1,677)
--------------- ----------------
Reclassification adjustment for losses included in net income 1,507 2,733
Income tax benefit (527) (957)
--------------- ----------------
Net reclassification adjustment for losses included in net income 980 1,776
--------------- ----------------
Net unrealized gains on interest rate swaps 1,032 99
--------------- ----------------
Net other comprehensive (loss) income (18,997) 45,325
--------------- ----------------
Total comprehensive (loss) income $ (8,674) $53,544
=============== ================
See Notes to Financial Statements.
-5-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
(thousands)
(Unaudited)
Nine Months Ended
September 30,
--------------------------------------
2003 2002
----------------- ----------------
Net income $ 40,499 $ 32,880
Other comprehensive income
Unrealized (losses) gains on Available-for-Sale securities:
Unrealized holding (losses) gains arising during period (22,231) 89,852
Income tax benefit (provision) 7,781 (31,448)
----------------- ----------------
Net unrealized holding (losses) gains arising during period (14,450) 58,404
----------------- ----------------
Reclassification adjustment for (gains) losses included in net income (6,910) 6,518
Income tax provision (benefit) 2,418 (2,281)
----------------- ----------------
Net reclassification adjustment for (gains) losses included in net
income (4,492) 4,237
----------------- ----------------
Net unrealized (losses) gains on Available-for-Sale securities (18,942) 62,641
----------------- ----------------
Unrealized losses on interest rate swaps:
Unrealized losses arising during the period (3,955) (3,906)
Income tax benefit 1,384 1,367
----------------- ----------------
Net unrealized holding losses arising during period (2,571) (2,539)
----------------- ----------------
Reclassification adjustment for losses included in net income 3,797 9,060
Income tax benefit (1,328) (3,172)
----------------- ----------------
Net reclassification adjustment for losses included in net income 2,469 5,888
----------------- ----------------
Net unrealized (losses) gains on interest rate swaps (102) 3,349
----------------- ----------------
Net other comprehensive (loss) income (19,044) 65,990
----------------- ----------------
Total comprehensive income $ 21,455 $ 98,870
================= ================
See Notes to Financial Statements.
-6-
AMERICAN EXPRESS CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying Financial Statements should be read in conjunction with
the financial statements in the Annual Report on Form 10-K of American
Express Certificate Company (AECC) for the year ended December 31, 2002.
Certain reclassifications of prior period amounts have been made to conform
to the current presentation.
The interim financial information in this report has not been audited. In
the opinion of management, all adjustments necessary for a fair
presentation of the financial position and results of operations for the
interim periods have been made. All adjustments made were of a normal,
recurring nature. Results of operations reported for interim periods are
not necessarily indicative of results for the entire year.
Recently Issued Accounting Standards
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN
46), which addresses consolidation by business enterprises of variable
interest entities (VIEs). In October 2003, the FASB issued a statement
delaying the effective date of the consolidation provisions of FIN 46 from
July 1, 2003 to December 31, 2003. An entity is 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 returns of
the entity if they occur. In general, FIN 46 requires 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 VIEs when
FIN 46 becomes fully effective. The entity primarily impacted by FIN 46
relates to a secured loan trust (SLT), managed by a third party, for which
AECC has a 33 percent ownership interest. The SLT provides returns to
investors primarily based on the performance of an underlying portfolio of
high-yield loans. The aggregate fair value of loans related to AECC's pro
rata share of this structure approximates $97 million. Over the life of
this structure through its maturity, AECC's maximum cumulative exposure to
pre-tax loss as a result of its investment is represented by the carrying
value, which was $27 million at September 30, 2003. The adoption of FIN 46
is not expected to have a material impact on the Company's financial
statements. However, the Company continues to evaluate all relationships
and interests in entities that may be considered VIEs as detailed
interpretations of FIN 46 continue to emerge.
-7-
AMERICAN EXPRESS CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
In April 2003, the FASB issued Statement of Financial Accounting Standards
Board (SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments
and Hedging Activities" (SFAS No. 149). SFAS No. 149 amends and clarifies
accounting for derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133. SFAS No. 149 is effective for
contracts entered into or modified and hedging relationships designated
after June 30, 2003, and to certain preexisting contracts. SFAS No. 149 did
not have a material impact on the Company's financial statements.
2. Investments in Unaffiliated Issuers
The following is a summary of investments in unaffiliated issuers at
September 30, 2003 and December 31, 2002:
September 30, December 31,
2003 2002
---------------- ----------------
(Thousands) (Audited)
Available-for-Sale securities, at fair value
(cost: 2003, $4,358,176; 2002, $4,254,386) $4,464,044 $4,389,396
First mortgage loans on real estate and other loans, at cost
(fair value: 2003, $482,538; 2002, $477,748) 452,268 452,243
Certificate loans - secured by certificate reserves, at cost,
which approximates fair value 16,279 18,614
------------ ------------
Total $4,932,591 $4,860,253
============ ============
Gross realized gains on sales of securities classified as
Available-for-Sale, using the specific identification method, were $4
million and $2.7 million for the three months ended September 30, 2003 and
2002, respectively. Gross realized losses on sales of securities classified
as Available-for-Sale were $150,000 and $2.9 million for the same periods.
The Company also recognized other-than-temporary impairment losses on
Available-for-Sale securities of $3.2 million and $6.2 million for the
three months ended September 30, 2003 and 2002, respectively.
Gross realized gains on sales of securities classified as
Available-for-Sale, using the specific identification method, were $45.6
million and $13 million for the nine months ended September 30, 2003 and
2002, respectively. Gross realized losses on sales of securities classified
as Available-for-Sale were $2.7 million and $13 million for the same
periods. The Company also recognized other-than-temporary impairment losses
on Available-for-Sale securities of $36 million and $6.5 million for the
nine months ended September 30, 2003 and 2002, respectively.
3. Comprehensive (Loss) Income
Comprehensive (loss) income is defined as the aggregate change in
shareholder's equity, excluding changes in ownership interests. It is the
sum of net income and changes in unrealized gains or losses on
Available-for-Sale securities and unrealized gains or losses on
derivatives. The components of comprehensive (loss) income, net of related
tax, for the three and nine months ended September 30, 2003 and 2002 are
reflected in the accompanying Statements of Comprehensive (Loss) Income.
-8-
AMERICAN EXPRESS CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
4. Taxes and Certificate Maturities and Surrenders through Loan Reductions
Net income taxes paid during the nine months ended September 30, 2003 and
2002 were $52.1 million and $34.1 million, respectively. Certificate
maturities and surrenders through loan reductions during the nine months
ended September 30, 2003 and 2002 were $1.8 million and $2.2 million,
respectively.
5. Commitments and Contingencies
At September 30, 2003 and 2002, commitments for fundings of first mortgage
loans on real estate, at market interest rates, were $10.9 million and $7.3
million, 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 percent or less of the market value of
the real estate at the time of the loan funding.
AECC is a party to litigation and arbitration proceedings in the ordinary
course of its business. The outcome of any litigation or threatened
litigation cannot be predicted with any certainty. However, in the
aggregate, AECC does not consider any lawsuits in which it is named as a
defendant to have a material impact on AECC's financial position or
operating results.
-9-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
American Express Certificate Company (AECC) is a wholly-owned subsidiary of
American Express Financial Corporation (AEFC or 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 Advisors Inc. (AEFA), an affiliate. AEFA is registered as a
broker-dealer in all 50 states, the District of Columbia and Puerto Rico. The
Parent acts as investment advisor for AECC.
AECC follows accounting principles generally accepted in the United States
(GAAP).
Results of Operations for the Three Months Ended September 30, 2003 and 2002
AECC's net income increased $2.1 million or 26 percent reflecting increased
investment income, partially offset by slightly higher investment expenses and
decreased net realized losses on investments, both of which were partially
offset by higher provision expense for certificate reserves.
Investment income increased $6.8 million or 13 percent reflecting a $13.9
million increase in net pre-tax gains on equity index options, partially offset
by lower investment portfolio yields. The increase in net pre-tax gains on
equity index options was due to the effect of appreciation in the S&P 500 on the
value of options economically hedging stock market certificates.
The favorable impact on investment income from the equity index options is
largely offset by the increase in provision for the certificate reserves.
Provision for certificate reserves increased $7.4 million or 30 percent
reflecting the effect on stock market certificates of appreciation in the S&P
500 this year versus depreciation last year, partially offset by lower crediting
rates on the interest rate sensitive portion of AECC's certificate reserves.
For the quarter ended September 30, 2003, $4 million of gross realized gains
from sales of securities classified as Available-for-Sale were more than offset
by $5.4 million of impairments and losses. Included in these total investment
losses are $150,000 of gross realized losses from sales of securities, as well
as $3.2 million of other-than-temporary investment impairment losses, classified
as Available-for-Sale. For the quarter ended September 30, 2002, $2.7 million of
gross realized gains from sales of securities classified as Available-for-Sale
were more than offset by $2.9 million of gross realized losses from sales of
securities, as well as $6.2 million of other-than-temporary investment
impairment losses, classified as Available-for-Sale.
Results of Operations for the Nine Months Ended September 30, 2003 and 2002
AECC's net income increased $7.6 million or 23 percent reflecting increased
investment income and net realized investment gains versus losses in the 2002
period, partially offset by increased provision expense for certificate
reserves.
Investment income increased $37.8 million or 25 percent reflecting a $51.5
million increase in net pre-tax gains on equity index options, partially offset
by lower investment portfolio yields. The increase in
-10-
net gains on equity index options was due to the effect of appreciation in the
S&P 500 on the value of options economically hedging stock market certificates.
The favorable impact on investment income from the equity index options was
largely offset by the increase in provision for the certificate reserves.
Provision for certificate reserves increased $34 million or 51 percent
reflecting the effect on stock market certificates of appreciation in the S&P
500 this year versus depreciation last year, partially offset by lower crediting
rates on the interest rate sensitive portion of AECC's certificate portfolio.
For the nine months ended September 30, 2003, $45.6 million of gross realized
gains from sales of securities classified as Available-for-Sale were partially
offset by $43 million of impairments and losses. Included in these total
investment losses are $2.7 million of gross realized losses from sales of
securities, as well as $36 million of other-than-temporary investment impairment
losses, classified as Available-for-Sale. For the nine months ended September
30, 2002, $13 million of gross realized gains from sales of securities
classified as Available-for-Sale were more than offset by $13 million of gross
realized losses from sales of securities, as well as $6.5 million of
other-than-temporary impairment losses, classified as Available-for-Sale.
At September 30, 2003 and based on amortized cost, approximately 3.3 percent of
AECC's Available-for-Sale securities were classified below-investment-grade
compared to 3.7 percent at September 30, 2002.
Liquidity and Capital Resources
AECC's principal sources of cash are receipts from sales of face amount
certificates and net cash flows from investments. AECC's principal uses of cash
are payments to certificate owners for matured and surrendered certificates,
purchases of investments and return of capital or dividend payments to AEFC.
Cash received from sales of certificates totaled $1.9 billion during the first
nine months of 2003 compared to $1.6 million during the first nine months of
2002. Certificate maturities and cash surrenders totaled $1.8 billion during the
first nine months of 2003, compared to $1.3 billion during the first nine months
of 2002.
AECC, as an issuer of face-amount certificates, is impacted whenever there is a
significant change in interest rates as certificate crediting rates are reset at
shorter intervals than the change in the yield on AECC's investments. In view of
the continued uncertainty in the investment markets and due to the short-term
repricing nature of certificate reserve liabilities, AECC continues to invest in
securities that provide for more immediate, periodic interest and principal
payments, resulting in improved liquidity. To accomplish this, AECC continues to
invest much of its cash flow in intermediate-term bonds and mortgage-backed
securities. In addition, AECC enters into interest rate swap contracts that
effectively lengthen the rate reset interval on customer's certificates. Also,
on three series of AECC's certificates, interest is credited to the certificate
owners' accounts based upon the relative change in a major stock market index
between the beginning and end of the certificates' terms. To meet the
obligations related to the provisions of these certain certificates, AECC
purchases and writes index call options on a major stock market index and, from
time to time, enters into futures contracts.
AECC's investment program is designed to maintain an investment portfolio that
will produce the highest possible after-tax yield within acceptable risk and
liquidity parameters. The program considers investment securities as investments
acquired to meet anticipated certificate owner obligations.
-11-
Debt securities and marketable equity securities are classified as
Available-for-Sale and are carried at fair value. The Available-for-Sale
classification does not mean that AECC expects to sell these securities, but
that these securities are available to meet possible liquidity needs should
there be significant changes in market interest rates or certificate owner
redemptions.
Cash used in investing activities was $322.5 million and $278.4 million during
the first nine months of 2003 and 2002, respectively. This change was primarily
due to decreased amounts due to brokers in 2003, while in the 2002 period
amounts due to brokers increased, and an increase in purchases of
Available-for-Sale investments and other investments, partially offset by an
increase in sales and maturities of such securities.
Cash provided by financing activities was $174.9 million and $365.2 million
during the first nine months of 2003 and 2002, respectively. This decrease
primarily resulted from a decrease in net certificate inflows of $160.3 million
together with a $30 million return of capital payment to AEFC.
Impact of Market-Volatility on Results of Operations
AECC is exposed to risk associated with fluctuating interest payments from
certain certificate products tied to the London Interbank Offering Rate (LIBOR)
as such certificate product crediting rates reset at shorter intervals than the
changes in the investment portfolio yield related to new investments and
reinvestments. Therefore, AECC's spreads may be negatively impacted by increases
in the general level of interest rates. AECC hedges the risk of rising interest
rates by entering into pay-fixed, receive-variable (LIBOR-based) interest rate
swaps that convert fluctuating crediting rate payments to fixed payments,
effectively protecting AECC from unfavorable interest rate movements. The
interest rate swaps are treated as cash flow hedges per Statement of Financial
Accounting Standards (SFAS) No. 133. At September 30, 2003, AECC had $900
million notional of interest rate swaps expiring at various dates from January
2004 through February 2005.
AECC is also exposed to risk associated with fluctuations in the stock market
from three series of its certificate products. Such amounts credited to the
certificate owners' accounts is tied to the relative change in a major stock
market index between the beginning and end of the certificates' terms. AECC
purchases and writes equity index call options on a major stock market index in
order to meet such obligations. The recent appreciation in the S&P 500 caused a
relatively substantial increase in AECC's provision for certificate reserves,
which was effectively offset by an increase in net pre-tax gains on equity index
options.
The ratio of shareholder's equity, excluding accumulated other comprehensive
(loss) income net of tax, to total assets less certificate loans and net
unrealized holding gains and losses on investment securities (the
Capital-to-Assets-Ratio) was 5.7 percent and 5.5 percent at September 30, 2003
and December 31, 2002, respectively. In accordance with an informal agreement
established with the Commissioner of Commerce for the State of Minnesota, AECC
has agreed to maintain, at all times, a minimum Capital-to-Assets Ratio of 5
percent.
OTHER REPORTING MATTERS
Accounting Developments
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46),
which addresses consolidation by business enterprises of variable interest
entities (VIEs). In October 2003, the FASB issued a statement delaying the
effective date of FIN 46. Certain disclosures are required for financial
statements issued after
-12-
January 31, 2003 and are addressed in Note 1 to the Financial Statements. The
adoption of FIN 46 is not expected to have a material impact on the Company's
financial statements. However, the Company continues to evaluate all
relationships and interests in entities that may be considered VIEs as detailed
interpretations of FIN 46 continue to emerge.
In April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities" (SFAS No. 149). SFAS No. 149 amends and clarifies accounting
for derivative instruments embedded in other contracts, and for hedging
activities under SFAS No. 133. SFAS No. 149 is effective for contracts entered
into or modified and hedging relationships designated after June 30, 2003, and
to certain preexisting contracts. SFAS No. 149 did not have a material impact on
the Company's financial statements.
ITEM 4. CONTROLS AND PROCEDURES
(a) Disclosure Controls and Procedures.
AECC's management, with the participation of AECC's Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of AECC's
disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of the end of the period covered by this
report. Based on such evaluation, AECC's Chief Executive Officer and Chief
Financial Officer have concluded that, as of the end of such period, AECC's
disclosure controls and procedures are effective.
(b) Internal Control Over Financial Reporting.
There have not been any changes in AECC's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the fiscal quarter to which this report relates
that have materially affected, or are reasonably likely to materially
affect, AECC's internal control over financial reporting.
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Forward-Looking Statements
This report includes forward-looking statements, which are subject to risks and
uncertainties. The words "believe," "expect," "anticipate," "optimistic,"
"intend," "plan," "aim," "will," "should," "could," "likely," and similar
expressions are intended to identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. AECC undertakes no obligation
to update or revise any forward-looking statements. Factors that could cause
actual results to differ materially from these forward-looking statements
include, but are not limited to: AECC's ability to successfully implement a
business model that allows for significant earnings growth based on revenue
growth that is lower than historical levels, including the ability to improve
its operating expense to revenue ratio both in the short-term and over time,
which will depend in part on the effectiveness of reengineering and other cost
control initiatives, as well as factors impacting AECC's revenues; AECC's
ability to grow its business, over time, which will depend on AECC's ability to
manage its capital needs and the effect of business mix; the ability to increase
investment spending, which will depend in part on the equity markets and other
factors affecting revenues, and the ability to capitalize on such investments to
improve business metrics; the accuracy of certain critical accounting estimates,
including the fair value of the assets in AECC's investment portfolio (including
those investments that are not readily marketable), fluctuation in the equity
and fixed income markets, which can affect the amount and types of certificate
products sold by AECC, potential deterioration in AECC's high-yield and other
investments, which could result in further losses in AECC's investment
portfolio; the ability of AECC to sell certain high-yield investments at
expected values and within anticipated timeframes and to maintain its high-yield
portfolio at certain levels in the future; and spreads in the certificate
businesses; credit trends and the rate of bankruptcies, which can affect returns
on AECC's investment portfolios; fluctuations in foreign currency exchange
rates, which could affect commercial activities, among other businesses, or
restrictions on convertibility of certain currencies; changes in laws or
government regulations, including tax laws affecting AECC's businesses or that
may affect the sales of the products and services that it offers, and regulatory
activity in the areas of customer privacy, consumer protection, business
continuity and data protection; the adoption of recently issued accounting rules
related to the consolidation of variable interest entities, including those
involving collateralized debt obligations and secured loan trusts, that AECC
invests in, which could affect both AECC's balance sheet and results of
operations; and outcomes and costs associated with litigation and compliance and
regulatory matters. A further description of these and other risks and
uncertainties can be found in AECC's Annual Report on Form 10-K for the year
ended December 31, 2002, and its other reports filed with the SEC.
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PART II. OTHER INFORMATION
AMERICAN EXPRESS CERTIFICATE COMPANY
Item 1. Legal Proceedings
AECC is a party to litigation and arbitration proceedings in the
ordinary course of its business. The outcome of any litigation or
threatened litigation cannot be predicted with any certainty. However,
in the aggregate, AECC does not consider any lawsuits in which it is
named as a defendant to have a material impact on AECC's financial
position or operating results.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on page E-1 hereof.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by AECC during the
quarterly period ended September 30, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN EXPRESS CERTIFICATE COMPANY
(Registrant)
Date: November 14, 2003 By /s/ Paula R. Meyer
--------------------
Paula R. Meyer
Chief Executive Officer
Date: November 14, 2003 By /s/ John T. Sweeney
-------------------
John T. Sweeney
Principal and Chief
Financial Officer
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EXHIBIT INDEX
The following exhibits are filed as part of this Quarterly Report:
Exhibit Description
31.1 Certification of Paula R. Meyer pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended.
31.2 Certification of John T. Sweeney pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended.
32.1 Certification of Paula R. Meyer and John T. Sweeney pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
E-1