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, 2005
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, 2005
- ---------------------------------- -------------------------------
Common Stock, $.10 par value 1,504,938 shares
AMERICAN EXPRESS CREDIT CORPORATION
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, 2005 and 2004 3
Consolidated Balance Sheets -
March 31, 2005 and December 31, 2004 4
Consolidated Statements of Cash Flows -
Three months ended March 31, 2005 and 2004 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 14
Signatures 15
Exhibit Index E-1
-2-
AMERICAN EXPRESS CREDIT CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS
(Millions)
(Unaudited)
Three Months Ended
March 31,
2005 2004
- -----------------------------------------------------------------------------------------------------------
Revenues
Discount revenue earned from purchased
cardmember receivables and loans $ 348 $ 297
Finance charge revenue 18 102
Interest income from investments 36 26
Interest income from affiliates 92 8
Other 1 1
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Total revenues 495 434
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Expenses
Provision for losses, net of recoveries
of: 2005, $39; 2004, $50 128 139
Interest expense 225 175
Interest expense - affiliates 36 25
Other 2 8
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Total expenses 391 347
- -----------------------------------------------------------------------------------------------------------
Pretax income 104 87
Income tax provision 9 30
- -----------------------------------------------------------------------------------------------------------
Net income 95 57
Retained earnings at beginning of period 2,865 2,756
- -----------------------------------------------------------------------------------------------------------
Retained earnings at end of period $ 2,960 $ 2,813
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See Notes to Consolidated Financial Statements.
-3-
AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions, except share data)
(Unaudited)
March 31, December 31,
2005 2004
- ------------------------------------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 2,624 $ 3,802
Investments 3,069 3,183
Cardmember receivables, less reserves:
2005, $582; 2004, $555 20,616 21,333
Cardmember loans, less reserves:
2005, $49; 2004, $55 546 567
Loans and deposits with affiliates 7,187 7,039
Deferred charges and other assets 395 336
- ------------------------------------------------------------------------------------------------------------
Total assets $ 34,437 $ 36,260
- ------------------------------------------------------------------------------------------------------------
Liabilities and Shareholder's Equity
Short-term debt $ 7,793 $ 7,780
Short-term debt with affiliates 5,495 5,465
Current portion of long-term debt 5,633 5,734
Long-term debt 11,986 12,880
------ ------
Total debt 30,907 31,859
Due to affiliates 120 1,148
Accrued interest and other liabilities 263 260
- ------------------------------------------------------------------------------------------------------------
Total liabilities 31,290 33,267
- ------------------------------------------------------------------------------------------------------------
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 2,960 2,865
Accumulated other comprehensive income (loss), net of tax:
Net unrealized securities losses (33) (25)
Net unrealized derivatives gains (losses) 56 (11)
Foreign currency translation adjustments 2 2
- ------------------------------------------------------------------------------------------------------------
Total accumulated other comprehensive income (loss) 25 (34)
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Total shareholder's equity 3,147 2,993
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Total liabilities and shareholder's equity $ 34,437 $ 36,260
- ------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
-4-
AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions)
(Unaudited)
Three Months Ended
March 31,
2005 2004
- ------------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income $ 95 $ 57
Adjustments to reconcile net income to net cash provided by operating
activities:
Provision for losses 167 189
Amortization and other 2 3
Changes in operating assets and liabilities:
Deferred tax assets (7) (22)
Due to affiliates 62 689
Other operating assets and liabilities 19 (68)
- ------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 338 848
- ------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Decrease in cardmember receivables and loans 1,381 688
Purchase of participation interest in seller's interest in
cardmember receivables and loans from affiliate (809) -
Purchase of net cardmember receivables and loans from affiliate - (90)
Purchase of investments - (2,237)
Maturity of investments 98 -
Loans and deposits due from affiliates (181) (563)
Decrease in due to affiliates (1,091) (387)
- ------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (602) (2,589)
- ------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net increase (decrease) in short-term debt with affiliates
with maturities of ninety days or less 31 (976)
Net decrease in short-term debt - other with
maturities of ninety days or less (75) (1,123)
Issuance of debt 153 3,211
Redemption of debt (1,023) (430)
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Net cash (used in) provided by financing activities (914) 682
- ------------------------------------------------------------------------------------------------------------
Net decrease in cash and cash equivalents (1,178) (1,059)
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Cash and cash equivalents at beginning of period 3,802 1,528
- ------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 2,624 $ 469
- ------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
-5-
AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying 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, 2004. 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), Credco Finance, Inc. together with its subsidiaries
(CFI), American Express Canada Credit Corporation (AECCC) and American
Express Canada Finance Limited (AECFL), are wholly-owned subsidiaries of
Credco.
In August 2004, Credco established a 99.9 percent ownership interest in
American Express Capital Australia (AECA), with the remaining 0.1 percent
interest held by American Express International Inc. (AEII), a wholly-owned
subsidiary of American Express Limited (AEL), which is a wholly-owned
subsidiary of TRS. AECA was established as part of a change in local
funding strategy for business in Australia.
In October 2004, Credco established two additional 99.9 percent owned
entities, American Express Sterling Funding Limited Partnership (AESLP) and
American Express Euro Funding Limited Partnership (AEELP) in connection
with the implementation of alternate receivable funding strategies in the
United Kingdom and Germany. AESLP in turn established a wholly-owned
subsidiary, American Express Funding (Luxembourg) SARL (SARL). The
remaining 0.1 percent interests in AESLP and AEELP are held by AEII.
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 consolidated financial position and the consolidated
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. Certain prior year amounts have been reclassified to
conform to the current year presentation.
Recently Issued Accounting Standards
------------------------------------
In December 2004, the Financial Accounting Standards Board (FASB) issued
FASB Staff Position FAS 109-2, "Accounting and Disclosure Guidance for the
Foreign Earnings Repatriation Provision within the American Jobs Creation
Act of 2004 (the Act)" (FSP FAS 109-2) which would allow additional time
beyond the financial reporting period of enactment to evaluate the effect
of the Act on Credco's plan for reinvestment or repatriation of foreign
earnings for purposes of calculating the income tax provision. The Act
contains a provision that permits an 85% dividends received deduction for
qualified repatriations of earnings that would otherwise be permanently
reinvested outside of the United States. Credco does not plan to reinvest
or repatriate any foreign earnings as a result of the Act.
In November 2003, the 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"
(EITF 03-1). Credco complied with the disclosure provisions of this rule in
the Consolidated Financial Statements included in its Annual Report on Form
10-K for the years ended December 31, 2004 and 2003. In March 2004, the
FASB reached a consensus regarding the application of a three-step
impairment model to determine whether investments accounted for in
accordance with SFAS No. 115, "Accounting for Certain Investments in Debt
and Equity Securities" (SFAS No. 115) and other cost method investments are
other-than-temporarily impaired. However, with the issuance of FASB Staff
Position (FSP) EITF 03-1-1, "Effective Date of Paragraphs 10-20 of EITF
03-1," on September 30, 2004, the provisions of the consensus relating to
the measurement and recognition of other-than-temporary impairments will be
deferred pending further clarification
-6-
AMERICAN EXPRESS CREDIT CORPORATION
from the FASB. The remaining provisions of this rule, which primarily
relate to disclosure requirements, are required to be applied prospectively
to all current and future investments accounted for in accordance with SFAS
No. 115 and other cost method investments. Credco will evaluate the
potential impact of EITF 03-1 after the FASB completes its reassessment.
2. Investment Securities
The following is a summary of investments at March 31, 2005 and 2004:
2005 2004
-----------------------------------------------------------------------------------------------------------------------------
Gross Gross Gross Gross
Unrealized Unrealized Fair Unrealized Unrealized Fair
(Millions) Cost Gains Losses Value Cost Gains Losses Value
-----------------------------------------------------------------------------------------------------------------------------
American Express Master
Trust Class B Notes $ 81 $ - $ - $ 81 $ 221 $ - $ - $ 221
American Express Credit
Account Master Trust
Class C Notes 19 - - 19 1,555 19 - 1,574
U.S. Treasury Notes 3,019 - (50) 2,969 3,034 18 - 3,052
-----------------------------------------------------------------------------------------------------------------------------
Total $ 3,119 $ - $ (50) $ 3,069 $ 4,810 $ 37 $ - $ 4,847
-----------------------------------------------------------------------------------------------------------------------------
During 2004, CRC sold $1.2 billion of Class C Notes to American Express
Receivables Financing Corporation II, a wholly-owned subsidiary of TRS.
During the three months ended March 31, 2005, $37 million and $61 million,
respectively, of Class C Notes and Class B Notes, respectively, matured.
All of Credco's investment securities are Available-for-Sale. There were no
realized gains or losses for the three-month period ended March 31, 2005
and 2004.
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 i) unrealized gains or losses on
Available-for-Sale securities, ii) unrealized gains or losses on
derivatives and iii) foreign currency translation adjustments. The
components of comprehensive income, net of related tax, for the three
months ended March 31, 2005 and 2004 were as follows:
Three Months Ended
(Millions) March 31,
------------------------------------------
2005 2004
------------------- -----------------
Net income $ 95 $ 57
Change in:
Net unrealized securities (losses) gains (8) 13
Net unrealized derivatives gains (losses) 67 (26)
Foreign currency translation adjustments - -
------------------- -----------------
Total comprehensive income $ 154 $ 44
=================== =================
4. Taxes and Interest
The taxable income of Credco is included in the consolidated U.S. federal
income tax return of American Express. Under an agreement with TRS, taxes
are recognized on a stand-alone basis, which resulted in tax refunds from
TRS of $38 million and $11 million, respectively, for the three-months
ended March 31, 2005 and 2004. Interest paid during the three-months ended
March 31, 2005 and 2004 were approximately $180 million and $132 million,
respectively.
-7-
AMERICAN EXPRESS CREDIT CORPORATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
American Express Credit Corporation (Credco) was incorporated in Delaware in
1962 and was acquired by American Express Company (American Express) in December
1965. On January 1, 1983, Credco became a wholly-owned subsidiary of American
Express Travel Related Services Company, Inc. (TRS), a wholly-owned subsidiary
of American Express. Credco is primarily engaged in the business of financing
most non-interest-bearing cardmember receivables arising from the use of the
American Express'r' card, the American Express'r' Gold card, Platinum card'r'
and Corporate card issued in the United States, and in designated currencies
outside the United States. Credco also purchases certain interest-bearing and
discounted revolving loans and extended payment plan receivables comprised of
American Express credit cards, Sign & Travel'r' and Extended Payment Option
receivables and lines of credit and loans to American Express Bank Ltd.
customers. American Express cards and American Express credit cards are
collectively referred to herein as the card.
Results of Operations for the Three Months Ended March 31, 2005 and 2004
Revenues and Expenses
As compared to a year ago, Credco's consolidated net income rose $38 million, or
67%, to $95 million for the three- month period ended March 31, 2005. The
increase was driven primarily by growth in total revenues of $61 million and a
decrease in the income tax provision of $21 million, which were partially offset
by higher total expenses of $44 million. 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, 2005, compared with the
three-month period ended March 31, 2004 (millions):
Discount revenue earned on purchased accounts receivable:
Volume of receivables purchased $ 12
Discount rates 39
------------------
Total $ 51
==================
Finance charge revenue:
Volume of loans purchased $ (89)
Interest rates 5
------------------
Total $ (84)
==================
Interest income from investments:
Volume of average investments outstanding $ 2
Interest rates 8
------------------
Total $ 10
==================
Interest income from affiliates:
Volume of average investments outstanding $ 23
Interest rates 61
------------------
Total $ 84
==================
Provision for losses, net of recoveries:
Volume of receivables purchased $ (1)
Provision rates and volume of recoveries (10)
------------------
Total $ (11)
==================
Interest expense:
Volume of average debt outstanding $ 24
Interest rates 26
------------------
Total $ 50
==================
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AMERICAN EXPRESS CREDIT CORPORATION
Interest expense to affiliates:
Volume of average debt outstanding $ (2)
Interest rates 13
------------------
Total $ 11
==================
The increase in discount revenue earned on purchased accounts receivable is
attributable to higher discount rates and volume of cardmember receivables
purchased. Finance charge revenue decreased primarily as a result of lower
volume of average interest-bearing cardmember loans outstanding partially offset
by higher gross yields. Interest income from investments and from affiliates
both increased due to higher yields and volumes of average investments
outstanding. Provision for losses decreased reflecting lower provision rates due
to improved credit quality. Interest expense increased as a result of higher
interest rates and volume of average debt outstanding. The increase in interest
expense to affiliates is attributable to higher interest rates, partially offset
by lower volume of average debt outstanding.
Credco's effective tax rate for the three month period ended March 31, 2005 was
8% compared with 34% during the three-month period ended March 31, 2004. The
effective tax rate was lower in 2005 as compared to 2004 primarily as a result
of one-time and ongoing benefits related to changes in international funding
strategy during 2004. The shifts in international funding strategy, which
diversify funding sources and increase liquidity, are expected also to benefit
Credco's effective tax rate and net income in future periods despite somewhat
higher related funding costs.
Cardmember Receivables
At March 31, 2005 and 2004, Credco owned $21.2 billion and $20.2 billion,
respectively, of cardmember receivables and participation interests in
cardmember receivables, representing 97 percent and 79 percent of the total
cardmember receivables and loans owned. Cardmember receivables are generally
purchased without recourse from Card Issuers throughout the world. During the
three months ended March 31, 2005 and 2004, Credco purchased $58.4 billion
and $55.8 billion, respectively, of cardmember receivables. Credco Receivables
Corporation (CRC) purchases participation interests in cardmember
receivables from American Express Receivables Finance Corporation (RFC), a
wholly-owned subsidiary of TRS. Such participation interests represent undivided
interests in non-interest-bearing cardmember receivables and are purchased
without recourse in conjunction with TRS' securitization program. During the
three months ended March 31, 2005, RFC participated to CRC an additional
undivided interest totaling $829 million ($809 million net of reserves). At
March 31, 2005 and 2004, CRC owned approximately $5.5 billion and $3.8 billion,
respectively, of participation interests.
The following table summarizes selected information related to the cardmember
receivable portfolio:
Three months ended March 31, (Millions, except percentages and where indicated) 2005 2004
------------------------------------------------------------------------------------------------------------------
Total cardmember receivables $ 21,198 $ 20,175
90 days past due as a % of total 2.2% 2.2%
Loss reserves $ 582 $ 526
as a % of receivables 2.7% 2.6%
as a % of 90 days past due 124% 116%
Write-offs, net of recoveries $ 119 $ 108
Net loss ratio (1) .20% .19%
Average life of cardmember receivables (in days) (2) 33 32
(1) Credco's write-offs, net of recoveries, expressed as a percentage of the
volume of cardmember receivables purchased by Credco in each of the periods
indicated.
(2) Represents the average life of 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 cardmember receivables purchased by Credco.
-9-
AMERICAN EXPRESS CREDIT CORPORATION
The year over year net increase in cardmember receivables was attributable to
the increase in participation interests owned by CRC and the overall increase in
cardmember receivable volume, offset by the sale of cardmember receivables as a
result of Credco's change in funding strategies in certain international markets
implemented during 2004.
Cardmember Loans
At March 31, 2005 and 2004, Credco owned cardmember loans totaling $0.6 billion
and $5.2 billion, respectively, representing 3 percent and 21 percent,
respectively, of all interests in cardmember receivables and loans owned by
Credco. These loans 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, and lines of credit and
loans to American Express Bank Ltd. customers. During the three months ended
March 31, 2005 and 2004, Credco purchased $277 million and $3.0 billion,
respectively, of cardmember loans. At March 31, 2005 and 2004, CRC did not own
any participation interest in cardmember loans.
The following table summarizes selected information related to the cardmember
loan portfolio:
Three months ended March 31, (Millions, except percentages) 2005 2004
------------------------------------------------------------------------------------------------------------------
Total cardmember loans $ 595 $ 5,239
Past due cardmember loans as a % of total:
30-89 days 6.0% 3.0%
90+ days 1.7% 1.5%
Loss reserves $ 49 $ 180
as a % of cardmember loans 8.2% 3.4%
as a % of past due 107% 76%
Write-offs, net of recoveries $ 7 $ 59
Net write-off rate (1) 4.26% 4.54%
(1) Credco's write-offs, net of recoveries, expressed as a percentage of the
average amount of cardmember loans owned by Credco at the beginning of the
year and at the end of each month in each of the periods indicated.
The year over year decrease in Credco's owned cardmember loans was primarily
driven by Credco's change in funding strategies during 2004 for cardmember
receivables and loans in certain international markets, and the TRS sale of its
small business financing unit, American Express Business Finance Corporation, in
December 2004.
The following is an analysis of the reserves for cardmember receivables and
cardmember loans (Millions):
2005 2004
---------------- ----------------
Balance, January 1 $ 610 $ 737
Provision for losses 167 189
Accounts written off (164) (218)
Other 18 (2)
---------------- ----------------
Balance, March 31 $ 631 $ 706
================ ================
Loans and Deposits with Affiliates
At March 31, 2005 and 2004, Credco had loans to affiliates outstanding of
$7.2 billion and $2.5 billion, respectively. Such amounts represent
intercompany borrowings by other wholly-owned TRS subsidiaries and American
Express. The year over year increase in loans and deposits with affiliates was
primarily driven by Credco's change in funding strategies for cardmember
receivables and cardmember loans in certain international markets during 2004.
Of the $7.2 billion outstanding as of March 31, 2005, $5.1 billion is
collateralized by third party assets owned by American Express or TRS and its
subsidiaries.
-10-
AMERICAN EXPRESS CREDIT CORPORATION
Liquidity and Capital Resources
Financing Activities
Credco's assets are financed through a combination of short-term debt,
medium-term notes, long-term senior notes, committed bank borrowing facilities
and equity capital. Funding requirements are met primarily by the sale of
commercial paper, the issuance of medium-term notes and borrowings under
long-term committed bank credit facilities in certain international markets.
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. During the three months ended March 31, 2005, Credco had uninterrupted
access to the commercial paper and capital markets to fund its business
operations.
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. At March 31, 2005, and December 31, 2004, Credco had $7.6
billion of commercial paper outstanding. Average commercial paper outstanding
was $7.3 billion and $10.2 billion for the three months ended March 31, 2005 and
2004, respectively. Credco currently manages the level of commercial paper
outstanding, net of certain short-term investments, such that the ratio of its
committed bank credit facility to net short-term debt is not less than 100%. Net
short-term debt, which consists mainly of commercial paper less cash and cash
equivalents, was $5.2 billion at March 31, 2005. Based on the maximum available
borrowings under committed bank credit facilities, Credco's committed bank line
coverage of net short-term debt was 175 % at March 31, 2005.
Medium- and long-term debt is raised through the offering of debt securities in
the U.S. and international 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, 2005 and December
31, 2004, Credco had an aggregate of $11.0 billion and $12.2 billion,
respectively, of medium-term debt outstanding at fixed and floating rates,
a portion of which can be extended by the holders up to an additional three
years. Credco's outstanding long-term debt at March 31, 2005 and December
31, 2004 was $6.6 billion and $6.4 billion, respectively.
As of March 31, 2005, 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; 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 subsidiary of American Express have established a program
for the issuance, outside the United States, of debt instruments to be listed on
the Luxembourg Stock Exchange. The maximum aggregate principal amount of debt
instruments outstanding at any one time under the program will not exceed $6.0
billion. In the third quarter of 2004, Credco issued pounds sterling 1.25
billion (approximately U.S. $2.2 billion) of fixed-rate debt instruments with
maturities of three to five years under this program. Additionally, in October
2004, Credco issued a euros 375 million (approximately U.S. $461 million) fixed-
rate debt instrument with a maturity of five years under this program. The
proceeds from these issuances were used for financing Credco's operations,
including the purchase of receivables and the repayment of previously issued
debt. At March 31, 2005 and December 31, 2004, $3.3 billion and $3.4 billion,
respectively, were outstanding under this program, including $500 million issued
by TRS.
In August 2004, Credco established a new 99.9% owned entity, American Express
Capital Australia (AECA). In September 2004, Credco borrowed Australian $2.7
billion (approximately U.S. $1.9 billion) to provide an alternate funding source
for business in Australia. At the same time, Credco sold its Australian
cardmember loan portfolio, net of reserves, of $980 million and cardmember
receivable portfolio of $1.0 billion to American Express Australia Limited
(AEAL), a wholly-owned subsidiary of TRS and the issuer of charge and credit
cards in Australia.
-11-
AMERICAN EXPRESS CREDIT CORPORATION
Subsequently, AEAL transferred with recourse these cardmember receivables and
cardmember loans to AECA and will transfer with recourse new cardmember
receivables and cardmember loans originated by AEAL in the future to AECA. The
transfer of cardmember receivables and cardmember loans with recourse to AECA
resulted in Credco recording a loan with affiliate of $2.2 billion and $2.1
billion, respectively, in its Consolidated Balance Sheets at March 31, 2005 and
December 31, 2004, respectively.
Additionally, in October 2004, Credco established two additional 99.9 percent
owned entities, American Express Sterling Funding Limited Partnership (AESLP)
and American Express Euro Funding Limited Partnership (AEELP) in connection with
the implementation of alternate receivable funding strategies in the United
Kingdom and Germany. AESLP in turn established a wholly-owned subsidiary,
American Express Funding (Luxembourg) SARL (SARL). These entities were funded
with the proceeds of debt securities issued by Credco in pounds sterling and
euros, in the third and fourth quarters of 2004, respectively. During the fourth
quarter of 2004, Credco sold its cardmember loan and receivable portfolios in
the United Kingdom and Germany to American Express Services Europe Limited
(AESEL), a wholly-owned subsidiary of TRS. Subsequently, AESEL transferred
with recourse cardmember receivables and cardmember loans of pound sterling
1.3 billion (approximately U.S. $2.5 billion) and euros 485 million
(approximately U.S. $619 million) to SARL and AEELP, respectively. These
transfers of cardmember receivables and cardmember loans with recourse resulted
in Credco recording loans with affiliates $2.9 billion in its Consolidated
Balance Sheets at March 31, 2005 and December 31, 2004.
Liquidity Portfolio
During the normal course of business, funding activities may raise more proceeds
than are necessary for immediate funding needs. These amounts are invested
principally in overnight, highly liquid instruments. In addition, in the fourth
quarter of 2003, Credco began a program to develop a liquidity portfolio in
which proceeds raised from such borrowings are invested in U.S. Treasury
securities. At March 31, 2005, Credco held $3.0 billion of 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.
Committed Bank Credit Facilities
In April 2005, American Express renewed and extended a total of $7.0 billion of
its committed credit line facilities. The committed credit facilities
available to Credco, which total $12.6 billion, include the $2.5 billion
Australian Credit Facility discussed below. As contemplated, in the second
quarter of 2004, Credco borrowed $1.47 billion under these facilities as part
of a change in local funding strategy for business in Canada. Credco may
borrow a maximum amount of $12.6 billion (including amounts outstanding),
with a commensurate reduction in the amount available to American Express.
These facilities expire as follows (billions): 2006, $1.5; 2009, $6.3; and
2010, $4.8. The availability of the credit lines is subject to Credco's
compliance with certain financial covenants, which do not include the
tangible net worth covenant that is applicable only to American Express'
borrowings on its credit lines.
In the third quarter of 2004, Credco entered into a new 5-year multi-bank credit
facility for Australian $3.25 billion (approximately U.S. $2.3 billion on the
date of borrowing) and borrowed Australian $2.7 billion (approximately
U.S. $1.9 billion on the date of borrowing) under this credit facility to
provide an alternate funding source for business in Australia.
Credco's ability to borrow under its credit facilities is subject to its
maintenance of a 1.25 ratio of combined earnings and fixed charges to fixed
charges. These credit facilities do not condition borrowing on the absence of a
material adverse change. The facilities may not be terminated should there be a
change in Credco's rating.
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AMERICAN EXPRESS CREDIT CORPORATION
Forward-Looking Statements
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 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", "estimate", "aim", "will", "may", "should",
"could", "would", "likely" and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date on which they
are made. Credco undertakes no obligation to update publicly or revise any
forward-looking statements. Factors that could cause actual results to differ
materially from Credco's forward-looking statements include, but are not limited
to:
o credit trends and the rate of bankruptcies, which can affect spending
on card products and debt payments by individual and corporate
customers;
o Credco's ability to accurately estimate the provision for losses in
Credco's outstanding portfolio of cardmember receivables and loans;
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
See "Recently Issued Accounting Standards" section of Note 1 to the Consolidated
Financial Statements.
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
PART II. OTHER INFORMATION
Item 6. Exhibits
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 Paul H. Hough 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 Paul H. Hough pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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AMERICAN EXPRESS CREDIT CORPORATION
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 13, 2005 By /s/Walker C. Tompkins, Jr.
----------------------------------------------
Walker C. Tompkins, Jr.
President and Chief Executive Officer
DATE: May 13, 2005 By /s/Susanne L. Miller
----------------------------------------------
Susanne L. Miller
Vice President and Chief Accounting Officer
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AMERICAN EXPRESS CREDIT CORPORATION
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 Paul H. Hough 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 Paul H. Hough 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
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as................. 'r'