UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File No. 1-6908
AMERICAN EXPRESS CREDIT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 11-1988350
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Christina Centre, 301 North Walnut Street 19801-2919
Suite 1002, Wilmington, Delaware (Zip Code)
(Address of principal executive offices)
Registrant's telephone number including area code: (302) 594-3350
None
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND
(b) OF FORM 10-Q AND HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT IN
ACCORDANCE WITH THE REDUCED DISCLOSURE FORMAT PERMITTED UNDER GENERAL
INSTRUCTIONS H(2).
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES NO X
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 10, 2004
- --------------------------------- ------------------------------
Common Stock, $.10 par value 1,504,938 shares
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
FORM 10-Q
INDEX
Page No.
----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income and Retained Earnings -
Three months ended
March 31, 2004 and 2003 3
Consolidated Balance Sheets -
March 31, 2004 and December 31, 2003 4
Consolidated Statements of Cash Flows -
Three months ended March 31, 2004 and 2003 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Item 4. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibit Index E-1
-2-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
PART I
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS
(Millions)
(Unaudited)
Three Months Ended
March 31,
2004 2003
-----------------------------------------------------------------------------------------
Revenues
Discount revenue earned from purchased
accounts receivable $ 297 $ 318
Finance charge revenue 102 132
Interest income from investments 26 18
Interest income from affiliates 8 9
Other 1 5
-----------------------------------------------------------------------------------------
Total revenues 434 482
-----------------------------------------------------------------------------------------
Expenses
Interest expense - other 175 197
Provision for losses, net of recoveries
of: 2004, $50; 2003, $56 139 156
Interest expense - affiliates 25 19
Other 8 9
-----------------------------------------------------------------------------------------
Total expenses 347 381
-----------------------------------------------------------------------------------------
Pretax income 87 101
Income tax provision 30 35
-----------------------------------------------------------------------------------------
Net income 57 66
Retained earnings at beginning of period 2,756 2,496
-----------------------------------------------------------------------------------------
Retained earnings at end of period $ 2,813 $ 2,562
-----------------------------------------------------------------------------------------
See notes to consolidated financial statements.
-3-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
CONSOLIDATED BALANCE SHEETS
(Millions, except share data)
(Unaudited)
March 31, December 31,
2004 2003
- -----------------------------------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 469 $ 1,528
Investments 4,847 2,593
Charge cardmember receivables, less credit reserves:
2004, $526; 2003, $555 19,649 20,610
Lending receivables, less credit reserves:
2004, $180; 2003, $182 5,059 4,885
Loans and deposits with affiliates 2,486 1,923
Deferred charges and other assets 482 410
- ------------------------------------------------------------------------------------------------------------
Total assets $ 32,992 $ 31,949
- ------------------------------------------------------------------------------------------------------------
Liabilities and Shareholder's Equity
Short-term debt $ 9,657 $ 10,563
Short-term debt with affiliates 4,179 5,155
Current portion of long-term debt 2,060 1,060
Current portion of long-term debt with affiliates 1,040 918
Long-term debt 11,044 9,497
Long-term debt with affiliates 616 720
--------- ---------
Total debt 28,596 27,913
Due to affiliates 721 419
Accrued interest and other liabilities 881 867
- ------------------------------------------------------------------------------------------------------------
Total liabilities 30,198 29,199
- ------------------------------------------------------------------------------------------------------------
Shareholder's Equity
Common stock-authorized 3 million
shares of $.10 par value; issued
and outstanding 1.5 million shares 1 1
Capital surplus 161 161
Retained earnings 2,813 2,756
Other comprehensive income (loss), net of tax:
Net unrealized securities gains 24 11
Net unrealized derivatives losses (205) (179)
- ------------------------------------------------------------------------------------------------------------
Accumulated other comprehensive loss (181) (168)
- ------------------------------------------------------------------------------------------------------------
Total shareholder's equity 2,794 2,750
- ------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 32,992 $ 31,949
- ------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
-4-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions)
(Unaudited)
Three Months Ended
March 31,
2004 2003
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 57 $ 66
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for losses 189 212
Amortization and other 3 -
Changes in operating assets and liabilities:
Deferred tax assets (22) 4
Due to affiliates 689 460
Other operating assets and liabilities (68) (66)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 848 676
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in accounts receivable 638 1,393
Recoveries of accounts receivable previously written off 50 57
Sale of participation interest in seller's interest in accounts
receivable to affiliate - 32
Sale of net accounts receivable to affiliate - 137
Purchase of net accounts receivable from affiliate (90) (334)
Purchase of investments (2,237) (87)
Loans and deposits due from affiliates (563) 210
Decrease in due to affiliates (387) (1,820)
- ------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (2,589) (412)
- ------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in short-term debt with affiliates
with maturities of ninety days or less (976) (225)
Net decrease in short-term debt - other with
maturities of ninety days or less (1,123) (1,694)
Issuance of debt 3,211 3,994
Redemption of debt (430) (2,916)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 682 (841)
- ------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (1,059) (577)
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 1,528 1,924
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 469 $ 1,347
- ------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements.
-5-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements should be read in conjunction with
the financial statements in the Annual Report on Form 10-K of American
Express Credit Corporation, including its subsidiaries where appropriate
(Credco), for the year ended December 31, 2003. Significant accounting
policies disclosed therein have not changed. Credco is a wholly owned
subsidiary of American Express Travel Related Services Company, Inc. (TRS),
which is a wholly owned subsidiary of American Express Company (American
Express). American Express Overseas Credit Corporation Limited together
with its subsidiaries (AEOCC), Credco Receivables Corporation (CRC) and
Credco Finance, Inc. together with its subsidiaries (CFI), are wholly owned
subsidiaries of Credco.
The interim consolidated financial statements are unaudited; however, in
the opinion of management, they include all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation of the
consolidated financial position of Credco at March 31, 2004 and the
consolidated results of its operations, changes in its retained earnings
and cash flows for the three-month periods ended March 31, 2004 and 2003.
Results of operations reported for interim periods are not necessarily
indicative of results for the entire year. Certain prior year amounts have
been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards
------------------------------------
In November 2003, the Financial Accounting Standards Board (FASB) ratified
a consensus on the disclosure provisions of Emerging Issues Task Force
(EITF) Issue 03-1, "The Meaning of Other-Than-Temporary Impairment and Its
Application to Certain Investments." Credco adopted the disclosure
provisions of this rule at December 31, 2003. In March 2004, the FASB
reached a consensus regarding the application of a three-step impairment
model to determine whether cost method investments are
other-than-temporarily impaired. The provisions of this rule are
required to be applied prospectively to all current and future investments
accounted for in accordance with Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and
Equity Securities," and other cost method investments for reporting periods
beginning after June 15, 2004. Credco does not expect EITF Issue 03-1 to
have a material impact on Credco's results of operations at the time of
adoption.
2. Investment Securities
The following is a summary of investments at March 31, 2004 and December
31, 2003:
March 31, December 31,
(Millions) 2004 2003
----------------- -------------------
Available-for-Sale, at fair value (cost March 31, 2004-$4,810;
December 31, 2003-$2,576) $ 4,847 $ 2,593
----------------- -------------------
3. Comprehensive Income
Comprehensive income is defined as the aggregate change in shareholder's
equity, excluding changes in ownership interests. For Credco, it is the sum
of net income and changes in 1) unrealized gains or losses on
available-for-sale securities and 2) unrealized gains or losses on
derivatives. The components of
-6-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
comprehensive income, net of related tax, for the three months ended
March 31, 2004 and 2003 were as follows:
Three Months Ended
(Millions) March 31,
----------------------------------
2004 2003
-------------- --------------
Net income $ 57 $ 66
Change in:
Net unrealized securities gains (losses) 13 (9)
Net unrealized derivatives (losses) gains (26) 40
-------------- --------------
Total $ 44 $ 97
============== ==============
4. Taxes and Interest
For the three-month period ended March 31, 2004, Credco received a net
income tax refund of $11 million primarily related to an overpayment of
2003 income taxes. For the three-month period ended March 31, 2003, Credco
paid $31 million of income taxes. Interest paid was $132 million and $250
million for the three-month periods ended March 31, 2004 and 2003,
respectively.
-7-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Financing Activities
The portfolio for American Express Credit Corporation, including its
subsidiaries where appropriate (Credco), consists principally of charge
cardmember and lending receivables purchased without recourse from Card Issuers
throughout the world and participation interests purchased without recourse in
the seller's interest in both non-interest-bearing and interest-bearing
cardmember receivables. These participation interests are owned by two master
trusts operated by American Express Travel Related Services Company, Inc. (TRS)
as part of its asset securitization programs. At March 31, 2004 and December 31,
2003, respectively, Credco owned $20.2 billion and $21.2 billion of charge
cardmember receivables and participation in charge cardmember receivables,
representing approximately 79 percent and 81 percent, respectively, of the total
receivables owned. Lending receivables, representing approximately 21 percent
and 19 percent of the total receivables owned, were $5.2 billion and $5.1
billion at March 31, 2004 and December 31, 2003, respectively.
Credco's assets are financed through a combination of short-term debt,
medium-term notes, long-term senior notes and equity capital. Daily funding
requirements are met primarily by the sale of commercial paper. Credco has
readily sold the volume of commercial paper necessary to meet its funding needs
as well as to cover the daily maturities of commercial paper issued. In the
first quarter of 2004, Credco continued to have uninterrupted access to the
commercial paper and capital markets to fund its business operations.
As part of Credco's ongoing funding activities, during the three months
ended March 31, 2004, Credco issued $2.6 billion of floating rate medium-term
notes with maturities of one to three years. The proceeds from these issuances
were used for financing Credco's operations, including the purchase of
receivables, the repayment of short-term senior debt previously incurred
primarily to finance the purchase of receivables and for investment in
short-term and medium-term financial assets.
The commercial paper market represents the primary source of short-term funding
for Credco. Credco's commercial paper is a widely recognized name among
short-term investors and is a principal source of debt. At March 31, 2004 and
December 31, 2003, respectively, Credco had $8.9 billion and $8.8 billion of
commercial paper outstanding, net of cash equivalents. The outstanding amount,
net of cash equivalents, increased $0.1 billion or one percent from December 31,
2003. Average commercial paper outstanding, net of cash equivalents, was $8.5
billion and $7.8 billion for the three months ended March 31, 2004 and 2003,
respectively. Credco currently manages the level of commercial paper
outstanding, net of cash equivalents, such that the ratio of its committed bank
credit facility to total short-term debt, which consists mainly of commercial
paper, is not less than 100%. Committed bank line coverage of net short-term
debt was 103% at March 31, 2004.
Medium- and long-term debt is raised through the offering of debt securities
principally in the U.S. capital markets. Medium-term debt is generally defined
as any debt with an original maturity greater than 12 months but less than 36
months. Long-term debt is generally defined as any debt with an original
maturity greater than 36 months. At March 31, 2004 and December 31, 2003, Credco
had an aggregate of $12.0 billion and $9.4 billion, respectively, of medium-term
notes outstanding at fixed and floating rates with maturities of one to three
years, a portion of which can be extended by the holders up to an additional
four years.
As of March 31, 2004, Credco had the ability to issue approximately $7.2 billion
of debt securities and warrants to purchase debt securities available for
issuance under a shelf registration statement filed with the Securities and
Exchange Commission. In addition, Credco had the ability to issue $5.5 billion
of debt under a Euro Medium-
-8-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
Term Note program for the issuance of debt outside the United States to non-U.S.
persons at March 31, 2004. This program was established by Credco; TRS; American
Express Overseas Credit Corporation Limited (AEOCC), a wholly owned subsidiary
of Credco; American Express Centurion Bank (Centurion Bank), a wholly owned
subsidiary of TRS; and American Express Bank Ltd., a wholly owned indirect
subsidiary of American Express Company (American Express). The maximum aggregate
principal amount of debt instruments outstanding at any one time under the
program will not exceed $6.0 billion.
Liquidity Portfolio
In the fourth quarter of 2003, Credco began a program to develop a liquidity
portfolio to provide back-up liquidity primarily for the commercial paper
program. These funds are invested in two to three year U.S. Treasury securities.
At March 31, 2004, Credco held $3.0 billion in U.S. Treasury notes under this
program.
The invested amounts of the liquidity portfolio provide back-up liquidity,
primarily for Credco's commercial paper program. U.S. Treasury securities are
the highest credit quality and most liquid of investment instruments available.
Credco can easily sell these securities or enter into sale/repurchase agreements
to immediately raise cash proceeds to meet liquidity needs.
From time to time, Credco may increase its liquidity portfolio in order to
pre-refund maturing debt obligations or when financial market conditions are
favorable. These levels are monitored and adjusted when necessary to maintain
short-term liquidity needs in response to seasonal or changing business
conditions.
Committed Bank Credit Facilities
An alternate source of borrowing consists of committed credit line facilities.
Committed credit line facilities at March 31, 2004 and 2003 totaled $9.4 billion
and $10.0 billion, respectively. In April 2004, Credco, American Express,
Centurion Bank and American Express Bank, FSB, a wholly owned subsidiary of TRS,
renewed the expiring portion of their committed credit line facilities. As of
April 30, 2004, total available credit lines are $10.75 billion, including
$9.4 billion allocated to Credco and $770 million allocated to American Express,
which reflects allocations made in late April 2004 of the available credit under
the facilities. Credco has the right to borrow up to a maximum amount of
$10.1 billion, with a commensurate reduction in the amount available to American
Express. The remainder of the credit lines is allocated to Centurion Bank and
American Express Bank, FSB. These facilities expire as follows (billions):
2005, $3.75; 2006, $2.20; 2007, $1.05 and 2009, $3.75. Subsequent to the renewal
of the credit line facilities, Credco's committed bank line coverage of its net
short-term debt was 103% at April 30, 2004. The availability of credit lines is
subject to Credco's maintenance of a 1.25 ratio of earnings to fixed charges.
For the three-month period ended March 31, 2004, this ratio was 1.43.
Committed bank credit facilities do not contain material adverse change clauses,
which may preclude borrowing under the credit facilities. The facilities may not
be terminated should there be a change in Credco's credit rating.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
Credco's decrease in discount revenue earned on purchased accounts receivable is
attributable to lower discount rates, partially offset by an increase in the
volume of receivables purchased. Finance charge revenue decreased as a result of
lower gross yields and volume of receivables purchased. Interest income
increased due to an increase in volume of investments outstanding. Interest
expense decreased as a result of lower interest rates, partially offset by an
increase in the volume of average debt outstanding. Provision for losses
decreased reflecting a decrease in the provision rates, partially offset by an
increase in volume of receivables purchased.
-9-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
The following is an analysis of the changes attributable to the increase
(decrease) in key revenue and expense accounts for the three-month period ended
March 31, 2004, compared with the three-month period ended March 31, 2003
(Millions):
Three-
Month
Period
-----------------
Discount revenue earned on purchased accounts receivable:
Volume of receivables purchased $ 100
Discount rates (121)
-----------------
Total $ (21)
=================
Finance charge revenue:
Volume of receivables purchased $ (14)
Gross yields (16)
-----------------
Total $ (30)
=================
Interest income from investments:
Volume of average investments outstanding $ 11
Interest rates (3)
-----------------
Total $ 8
=================
Interest income from affiliates:
Volume of average investments outstanding $ 1
Interest rates (2)
-----------------
Total $ (1)
=================
Interest expense other:
Volume of average debt outstanding $ 57
Interest rates (79)
-----------------
Total $ (22)
=================
Provision for losses:
Volume of receivables purchased $ 66
Provision rates and volume of recoveries (83)
-----------------
Total $ (17)
=================
Interest expense affiliates:
Volume of average debt outstanding $ 3
Interest rates 3
-----------------
Total $ 6
=================
-10-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
Credco purchases cardmember receivables without recourse from TRS. During the
three-month periods ended March 31, 2004 and 2003, Credco purchased $59 billion
and $45 billion, respectively, of charge cardmember and lending receivables.
Non-interest-bearing charge cardmember receivables are purchased at face amount
less a specified discount agreed upon from time to time, and interest-bearing
lending receivables are generally purchased at face amount. Non-interest-bearing
receivables are purchased under Receivables Agreements that generally provide
that the discount rate shall not be lower than a rate that yields earnings of at
least 1.25 times fixed charges on an annual basis. The ratio of earnings to
fixed charges for the three-month periods ended March 31, 2004 and 2003 was 1.43
and 1.47, respectively. The ratio of earnings to fixed charges for American
Express, the parent of TRS, for the three-month periods ended March 31, 2004 and
2003 was 3.98 and 3.20, respectively. The Receivables Agreements also provide
that consideration will be given from time to time to revising the discount rate
applicable to purchases of new receivables to reflect changes in money market
interest rates or significant changes in the collectibility of the receivables.
Pretax income depends primarily on the volume of charge cardmember and lending
receivables purchased, the discount rates applicable thereto, the relationship
of total discount to Credco's interest expense and the collectibility of
receivables purchased.
Charge Cardmember Receivables
At March 31, 2004 and 2003, Credco owned $20.2 billion and $15.5 billion,
respectively, of charge cardmember receivables and participation in charge
cardmember receivables, representing 79 percent and 76 percent of the total
receivables owned at March 31, 2004 and 2003, respectively. The charge
cardmember receivables owned at March 31, 2004 and 2003 include $3.8 billion and
$1.5 billion, respectively, of participation interests owned by Credco
Receivables Corp. (CRC), a wholly owned subsidiary of Credco. CRC owns a
participation in the seller's interest in charge cardmember receivables that
have been conveyed to the American Express Master Trust (the Trust).
Three months ended March 31, (Millions, except percentages and where
indicated) 2004 2003
-------------------------------------------------------------------------------------------------------------
Total charge cardmember receivables $ 20,175 $ 15,544
90 days past due as a % of total 2.2% 2.6%
Loss reserves $ 526 $ 482
as a % of receivables 2.6% 3.1%
as a % of 90 days past due 116% 114%
Write-offs, net of recoveries $ 108 $ 91
Net loss ratio (1) 0.19% 0.21%
Average life of charge cardmember receivables (in days) (2) 32 33
(1) Credco's write-offs, net of recoveries, expressed as a percentage of the
volume of charge cardmember receivables purchased by Credco in each of the
periods indicated.
(2) Represents the average life of charge cardmember receivables owned by
Credco, based upon the ratio of the average amount of both billed and
unbilled receivables owned by Credco at the end of each month, during the
periods indicated, to the volume of charge cardmember receivables purchased
by Credco.
-11-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
Lending Receivables
At March 31, 2004 and 2003, Credco owned extended payment plan receivables and
loans (lending receivables) totaling $5.2 billion and $5.0 billion,
respectively, representing 21 percent and 24 percent of all interests in
receivables owned by Credco at March 31, 2004 and 2003, respectively. These
receivables consist of certain interest-bearing and discounted extended payment
plan receivables comprised principally of American Express credit card, Sign &
Travel and Extended Payment Option receivables, lines of credit and loans to
American Express Bank Ltd. customers and interest-bearing equipment financing
installment loans and leases. At March 31, 2004, there was no participation
interest in lending receivables owned by CRC. The lending receivables owned at
March 31, 2003 include $94 million of participation interests owned by CRC. This
represents participation interests in the seller's interest in lending
receivables that have been conveyed to the American Express Credit Account
Master Trust (the Master Trust), formed in 1996 to securitize lending
receivables.
Three months ended March 31, (Millions, except percentages) 2004 2003
-----------------------------------------------------------------------------------------------------------------
Total lending receivables $ 5,239 $ 4,966
Past due lending receivables as a % of total:
30-89 days 3.0% 3.8%
90+ days 1.5% 1.6%
Loss reserves $ 180 $ 238
as a % of lending receivables 3.4% 4.8%
as a % of past due 76% 88%
Write-offs, net of recoveries $ 59 $ 93
Net write-off rate (1) 4.54% 7.43%
(1) Credco's write-offs, net of recoveries, expressed as a percentage of the
average amount of lending receivables owned by Credco at the beginning of
the year and at the end of each month in each of the periods indicated.
The following is an analysis of the credit reserves for charge cardmember and
lending receivables (Millions):
2004 2003
---------------- ----------------
Balance, January 1 $737 $741
Provision for losses 189 212
Accounts written off (218) (240)
Other (2) 7
---------------- ----------------
Balance, March 31 $706 $720
================ ================
Various forward-looking statements have been made in this Quarterly Report on
Form 10-Q. Forward-looking statements may also be made in Credco's other reports
filed with the Securities and Exchange Commission (SEC) and in other documents.
In addition, from time to time, Credco through its management may make oral
forward-looking statements. Forward-looking statements are subject to risks and
uncertainties, including those identified below, which could cause actual
results to differ materially from such statements. The words "believe",
"expect", "anticipate", "optimistic", "intend", "evaluate", "plan", "aim",
"will", "should", "could", "likely" and similar expressions are intended to
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
on which they are made. Credco undertakes no obligation to update publicly or
revise any forward-looking statements. Factors that could cause actual results
to differ materially from Credco's forward-looking statements include, but are
not limited to:
o credit trends and the rate of bankruptcies, which can affect spending
on card products and debt payments by individual and corporate
customers;
-12-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
o Credco's ability to accurately estimate the provision for credit losses
in Credco's outstanding portfolio of charge cardmember and lending
receivables;
o fluctuations in foreign currency exchange rates;
o negative changes in Credco's credit ratings, which could result in
decreased liquidity and higher borrowing costs;
o the effect of fluctuating interest rates, which could affect Credco's
borrowing costs; and
o the impact on American Express Company's business resulting from
continuing geopolitical uncertainty.
OTHER REPORTING MATTERS
Accounting Developments
In March 2004, the Financial Accounting Standards Board (FASB) reached a
consensus on Emerging Issues Task Force (EITF) Issue 03-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments."
EITF Issue 03-1 requires the application of a three-step impairment model to
determine whether cost method investments are other-than-temporarily impaired.
The provisions of this rule are required to be applied prospectively to all
current and future investments accounted for in accordance with Statement of
Financial Accounting Standards (SFAS) No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," and other cost method investments
for reporting periods beginning after June 15, 2004. Credco does not expect EITF
Issue 03-1 to have a material impact on Credco's results of operations at the
time of adoption.
Item 4. Controls and Procedures
Credco's management, with the participation of Credco's Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of Credco'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, Credco's Chief Executive Officer and Chief Financial Officer
have concluded that, as of the end of such period, Credco's disclosure controls
and procedures are effective. There have not been any changes in Credco'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, Credco's internal control over financial reporting.
-13-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
12.1 Computation in Support of Ratio of Earnings to Fixed
Charges of American Express Credit Corporation.
12.2 Computation in Support of Ratio of Earnings to Fixed
Charges of American Express Company.
31.1 Certification of Walker C. Tompkins, Jr. pursuant to Rule
13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended.
31.2 Certification of Walter S. Berman pursuant to Rule
13a-14(a) promulgated under the Securities Exchange Act of
1934, as amended.
32.1 Certification of Walker C. Tompkins, Jr. pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
32.2 Certification of Walter S. Berman pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K:
None
-14-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN EXPRESS CREDIT CORPORATION
(Registrant)
DATE: May 12, 2004 By /s/ Walker C. Tompkins, Jr.
-------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
DATE: May 12, 2004 /s/ Erich Komdat
-------------------------------------
Erich Komdat
Vice President and Chief Accounting
Officer
-15-
AMERICAN EXPRESS CREDIT CORPORATION
(a wholly owned subsidiary of American Express
Travel Related Services Company, Inc.)
EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Description How Filed
----------- ---------
Exhibit 12.1 Computation in Support of Ratio of Electronically filed herewith.
Earnings to Fixed Charges of American
Express Credit Corporation.
Exhibit 12.2 Computation in Support of Ratio of Electronically filed herewith.
Earnings to Fixed Charges of American Express
Company.
Exhibit 31.1 Certification of Walker C. Tompkins, Jr. pursuant to Electronically filed herewith.
Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended.
Exhibit 31.2 Certification of Walter S. Berman pursuant to Rule Electronically filed herewith.
13a-14(a) promulgated under the Securities Exchange
Act of 1934, as amended.
Exhibit 32.1 Certification of Walker C. Tompkins, Jr. pursuant to Electronically filed herewith.
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification of Walter S. Berman pursuant to 18 Electronically filed herewith.
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
E-1