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 September 30, 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 by check mark whether the Registrant is a shell company (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 November 14, 2005
- ---------------------------- --------------------------------
Common Stock, $.10 par value 1,504,938 Shares
AMERICAN EXPRESS CREDIT CORPORATION
FORM 10-Q
INDEX
Page No.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Income and Retained
Earnings - Three and nine months ended September
30, 2005 and 2004 3
Consolidated Balance Sheets -
September 30, 2005 and December 31, 2004 4
Consolidated Statements of Cash Flows -
Nine months ended September 30, 2005 and 2004 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 9
Item 4. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 6. Exhibits 16
Signatures 17
Exhibit Index E-1
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AMERICAN EXPRESS CREDIT CORPORATION
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS
(Millions)
(Unaudited)
Three Months Ended Nine Months Ended
September 30 September 30
2005 2004 2005 2004
-------------------------------------------------------------------------------------------------------------------
Revenues
Discount revenue earned from purchased
cardmember receivables and loans $ 400 $ 325 $ 1,181 $ 960
Finance charge revenue 16 97 52 299
Interest income from investments 31 25 96 77
Interest income from affiliates 97 18 283 34
Other 3 12 5 13
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Total revenues 547 477 1,617 1,383
-------------------------------------------------------------------------------------------------------------------
Expenses
Provision for losses, net of recoveries (1) 148 162 432 460
Interest expense 238 186 696 543
Interest expense - affiliates 55 27 130 76
Other 3 9 13 25
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Total expenses 444 384 1,271 1,104
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Pretax income 103 93 346 279
Income tax provision 11 28 55 91
-------------------------------------------------------------------------------------------------------------------
Net income 92 65 291 188
Retained earnings at beginning of period 3,064 2,879 2,865 2,756
-------------------------------------------------------------------------------------------------------------------
Retained earnings at end of period $ 3,156 $ 2,944 $ 3,156 $ 2,944
-------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
(1) Provision for losses are shown net of recoveries of $45 and $47
for the three-months ended September 30, 2005 and 2004,
respectively, and $118 and $148 for the nine-months ended
September 30, 2005 and 2004, respectively.
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AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions, except share data)
(Unaudited)
September 30, December 31,
2005 2004
- -------------------------------------------------------------------------------------------------------------------
Assets
Cash and cash equivalents $ 1,837 $ 3,802
Investments 2,996 3,183
Cardmember receivables, less reserves:
2005, $617; 2004, $555 21,569 21,333
Cardmember loans, less reserves:
2005, $18; 2004, $55 540 567
Loans and deposits with affiliates 7,177 7,039
Deferred charges and other assets 335 336
- -------------------------------------------------------------------------------------------------------------------
Total assets $ 34,454 $ 36,260
- -------------------------------------------------------------------------------------------------------------------
Liabilities and Shareholder's Equity
Short-term debt $ 7,979 $ 7,780
Short-term debt with affiliates 8,145 5,465
Current portion of long-term debt 3,500 5,734
Long-term debt 11,006 12,880
------ ------
Total debt 30,630 31,859
Due to affiliates 315 1,148
Accrued interest and other liabilities 163 260
- -------------------------------------------------------------------------------------------------------------------
Total liabilities 31,108 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 3,156 2,865
Accumulated other comprehensive income (loss), net of tax:
Net unrealized securities losses (22) (25)
Net unrealized derivatives gains (losses) 55 (11)
Foreign currency translation adjustments (5) 2
- -------------------------------------------------------------------------------------------------------------------
Total accumulated other comprehensive income (loss) 28 (34)
- -------------------------------------------------------------------------------------------------------------------
Total shareholder's equity 3,346 2,993
- -------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 34,454 $ 36,260
- -------------------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
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AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions)
(Unaudited)
Nine Months Ended
September 30,
2005 2004
--------------------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income $ 291 $ 188
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for losses 550 608
Amortization and other 11 22
Changes in operating assets and liabilities:
Deferred tax assets 27 28
Due to affiliates 26 302
Other operating assets and liabilities (71) (267)
--------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 834 881
--------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
(Increase) decrease in cardmember receivables and loans (40) 405
Purchase of participation interests in seller's interest in
cardmember receivables and loans from affiliate (10,092) (315)
Sale of participation interest in seller's interest in
cardmember receivables and loans from affiliate 7,292 -
Purchase of cardmember receivables and loans from
affiliate (6,200) (439)
Sale of cardmember receivables and loans to affiliate 8,281 2,003
Purchase of investments - (2,236)
Sale and maturity of investments 179 1,517
Loans and deposits due from affiliates (350) (1,656)
(Decrease) increase in due to affiliates (859) 144
--------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,789) (577)
--------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net increase in short-term debt with affiliates with
maturities of ninety days or less 2,681 193
Net decrease in short-term debt - other with maturities of
ninety days or less (351) (5,462)
Issuance of debt with affiliates - 22
Issuance of debt - other 1,690 8,983
Redemption of debt with affiliates - (1,660)
Redemption of debt - other (5,030) (2,272)
--------------------------------------------------------------------------------------------------------
Net cash used in financing activities (1,010) (196)
--------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (1,965) 108
Cash and cash equivalents at beginning of period 3,802 1,528
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 1,837 $ 1,636
--------------------------------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements.
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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 statement
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
Effective July 1, 2005, Credco adopted Statement of Financial Accounting
Standards (SFAS) No. 123 (revised 2004), "Share-Based Payment (SFAS No.
123(R))," using the modified prospective application. SFAS No. 123(R)
requires entities to measure and recognize the cost of employee services
received in exchange for an award of equity instruments based on the
grant-date fair value of the award and applies to (i) new awards, (ii)
awards modified, repurchased, or cancelled after the adoption date, and
(iii) any outstanding awards accounted for under APB Opinion No. 25,
Accounting for Stock Issued to Employees, for which all requisite service
has not yet been rendered. The impact of adopting SFAS No. 123(R) did not
have a material impact on Credco's financial statements.
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. Credco does
not plan to 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
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AMERICAN EXPRESS CREDIT CORPORATION
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 from the FASB.
On November 3, 2005, the FASB issued FSP FAS 115-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments." It concludes this matter by (a) nullifying the EITF 03-1
paragraphs 10-18 that dealt with recognition criteria for
other-than-temporary impairments, (b) requiring such evaluations to be
performed under the guidance of SFAS No. 115 and other authoritative
pronouncements issued by the FASB and the Securities and Exchange
Commission (SEC), and (c) carrying forward the disclosure and other
EITF 03-1 requirements. Credco believes its current procedures are
consistent with the requirements of FSP FAS 115-1.
2. Investment Securities
The following is a summary of investments at September 30, 2005 and 2004:
2005 2004
---------------------------------------------------------------------------------------------------------------------------
Gross Gross Gross Gross
Unrealized Unrealized Unrealized Unrealized
(Millions) Cost Gains Losses Fair Value Cost Gains Losses Fair Value
----------------------------------------------------------------------------------------------------------------------------
American Express
Master Trust Class
B Notes $ - $ - $ - $ - $ 203 $ - $ - $ 203
American Express
Credit Account
Master Trust Class
C Notes 19 - - 19 56 - - 56
U.S. Treasury Notes 3,011 - 34 2,977 3,027 - 22 3,005
---------------------------------------------------------------------------------------------------------------------------
Total $ 3,030 $ - $ 34 $ 2,996 $ 3,286 $ - $ 22 $ 3,264
---------------------------------------------------------------------------------------------------------------------------
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 nine months ended September 30, 2005, $38 million and $142
million 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 nine-month period ended September 30, 2005
and 2004.
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AMERICAN EXPRESS CREDIT CORPORATION
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 and
nine months ended September 30, 2005 and 2004 were as follows:
Three Months Ended Nine Months Ended
(Millions) September 30, September 30,
-------------------------------- -------------------------------
2005 2004 2005 2004
-------------- -------------- -------------- -------------
Net income $ 92 $ 65 $ 291 $ 188
Change in:
Net unrealized securities gains (losses) 2 16 3 (25)
Net unrealized derivatives gains (losses) 31 (53) 66 109
Foreign currency translation adjustments (3) 1 (7) 1
-------------- -------------- -------------- -------------
Total comprehensive income $ 122 $ 29 $ 353 $ 273
============== ============== ============== =============
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 income taxes paid
(net of refunds) of $10 million and $62 million respectively for the
nine-months ended September 30, 2005 and 2004. Interest paid during the
nine-months ended September 30, 2005 and 2004 was approximately $789
million and $508 million, respectively.
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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',
ultra-premium Centurion 'r' card 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 Nine Months Ended September 30, 2005 and 2004
Revenues and Expenses
Credco's consolidated net income rose 55 percent to $291 million for the
nine-month period ended September 30, 2005 as compared to the prior year. The
$103 million increase year over year was driven primarily by growth in total
revenues of $234 million, which were partially offset by higher total expenses
of $167 million, including a $25 million provision to reflect the estimated
costs related to Hurricane Katrina. The following is an analysis of the changes
attributable to the increase (decrease) in key revenue and expense accounts for
the nine-month period ended September 30, 2005, compared with the nine-month
period ended September 30, 2004 (millions):
Discount revenue earned on purchased accounts receivable:
Volume of receivables purchased $ 95
Discount rates 126
--------
Total $ 221
========
Finance charge revenue:
Volume of loans purchased $ (263)
Interest rates 16
--------
Total $ (247)
========
Interest income from investments:
Volume of average investments outstanding $ (6)
Interest rates 25
--------
Total $ 19
========
Interest income from affiliates:
Volume of average investments outstanding $ 85
Interest rates 164
--------
Total $ 249
========
Provision for losses, net of recoveries:
Volume of receivables purchased $ 33
Provision rates and volume of recoveries (61)
--------
Total $ (28)
========
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AMERICAN EXPRESS CREDIT CORPORATION
Interest expense:
Volume of average debt outstanding $ 58
Interest rates 95
------
Total $ 153
======
Interest expense to affiliates:
Volume of average debt outstanding $ (1)
Interest rates 55
------
Total $ 54
======
The increase in discount revenue earned on purchased accounts receivable is
attributable to higher discount rates and higher volume of cardmember
receivables purchased. Finance charge revenue decreased primarily as a result of
lower volume of average interest-bearing cardmember loans outstanding. Interest
income from investments increased primarily due to higher yields. Interest
income from affiliates increased as a result of higher interest rates and
volumes of average investments outstanding. Provision for losses decreased
reflecting lower provision rates due to improved credit quality, partially
offset by higher volume of cardmember receivables purchased as well as $25
million of provision to reflect the estimated costs related to Hurricane
Katrina. 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.
Credco's effective tax rate for the nine month period ended September 30, 2005
was 16 percent compared with 33 percent during the nine-month period ended
September 30, 2004. The effective tax rate was lower in 2005 as compared to 2004
primarily as a result of 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 September 30, 2005 and 2004, Credco owned $22.2 billion and $19.9 billion,
respectively, of cardmember receivables and participation interests in
cardmember receivables. These amounts represented 98 percent and 83 percent of
the total cardmember receivables and cardmember loans owned by Credco at
September 30, 2005 and September 30, 2004, respectively. Cardmember receivables
are generally purchased without recourse from Card Issuers throughout the world.
During the nine months ended September 30, 2005 and 2004, Credco purchased
$188.5 billion and $171.1 billion, respectively, of cardmember receivables.
Prior to May 2005, Credco Receivables Corporation (CRC) purchased participation
interests in cardmember receivables from American Express Receivables Financing
Corporation (RFC), a wholly-owned subsidiary of TRS. Such participation
interests represent undivided interests in the cash flows of
non-interest-bearing cardmember receivables and are purchased without recourse
in conjunction with TRS' securitization program. During June, the final
certificates issued through the existing TRS cardmember receivables
securitization program matured. In conjunction therewith, in mid-July 2005, CRC
sold its $6.3 billion of participation interest outstanding as of June 30, 2005
back to RFC. RFC, in turn, sold all underlying cardmember receivables back to
TRS. RFC and the related existing cardmember receivables securitization trust,
the American Express Master Trust (AEMT), were subsequently dissolved during the
third quarter.
During May, TRS established a new cardmember receivables securitization program
and related trust, the American Express Issuance Trust (AEIT), which will be
used to securitize cardmember receivables prospectively. AEIT is a
non-qualifying special purpose entity that is consolidated by American Express
Receivables Finance Corporation V LLC (RFC V.) RFC V, in turn, is a wholly owned
subsidiary of TRS. Beginning in May, CRC purchases participation
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AMERICAN EXPRESS CREDIT CORPORATION
interests from RFC V. Such participation interests represent undivided interests
in the cash flows of the non-interest-bearing cardmember receivables held by
AEIT and are purchased without recourse.
During the period from May 1, 2005 through September 30, 2005, RFC V
participated to CRC undivided interests totaling $8.5 billion. During the period
from January 1, 2005 through dissolution, RFC participated to CRC undivided
interests totaling $1.9 billion. At September 30, 2005 and 2004, CRC owned
approximately $7.2 billion and $4.1 billion, respectively, of participation
interests purchased from RFC V and RFC, respectively.
The following table summarizes selected information related to the cardmember
receivable portfolio:
Nine months ended September 30, (Millions, except percentages and where 2005 2004
indicated)
--------------------------------------------------------------------------------------------------------
Total cardmember receivables $ 22,186 $ 19,883
90 days past due as a % of total 1.9% 2.2%
Loss reserves $ 617 $ 506
as a % of receivables 2.8% 2.5%
as a % of 90 days past due 150% 116%
Write-offs, net of recoveries $ 400 $ 349
Net loss ratio (1) 0.21% 0.20%
Average life of cardmember receivables (in days) (2) 32 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.
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 September 30, 2005 and 2004, Credco owned cardmember loans totaling $0.6
billion and $4.0 billion, respectively. These amounts represented 2 percent and
17 percent, respectively, of all interests in cardmember receivables and loans
owned by Credco at September 30, 2005 and September 30, 2004, respectively.
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 nine months ended September 30,
2005 and 2004, Credco purchased $881 million and $8.2 billion, respectively, of
cardmember loans. At September 30, 2005 and 2004, CRC did not own any
participation interest in cardmember loans.
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AMERICAN EXPRESS CREDIT CORPORATION
The following table summarizes selected information related to the cardmember
loan portfolio:
Nine months ended September 30, (Millions, except percentages) 2005 2004
--------------------------------------------------------------------------------------------------------------
Total cardmember loans $ 558 $ 4,006
Past due cardmember loans as a % of total:
30-89 days 5.0% 2.6%
90+ days 1.5% 1.4%
Loss reserves $ 18 $ 150
as a % of cardmember loans 3.3% 3.7%
as a % of past due 51% 96%
Write-offs, net of recoveries $ 17 $ 163
Net write-off rate (1) 3.80% 4.29%
(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 550 608
Accounts written off (534) (660)
Other 9 (29)
--------- ---------
Balance, September 30 $ 635 $ 656
========= =========
Loans and Deposits with Affiliates
At September 30, 2005 and 2004, Credco had loans to affiliates outstanding of
$7.2 billion and $3.6 billion, respectively. Such amounts represent fixed and
floating rate interest-bearing 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
September 30, 2005, $5.2 billion is collateralized by third party assets owned
by American Express or TRS and its subsidiaries. See the Liquidity and Capital
Resources section, Financing Activities, below for an additional discussion of
specific lending arrangements. The average yield earned on these loans and
deposits is approximately 5.4 percent and 2.3 percent for the period ended
September 30, 2005 and 2004, respectively. Loss reserves are determined for each
of these intercompany borrowing arrangements on a specific identification basis.
As of September 30, 2005 and 2004, no loss reserves have been recorded, and no
amount of loans is 30 days or greater past due.
Outlook
New federal bankruptcy legislation became effective on October 17, 2005. As has
been widely reported, the number of bankruptcy petitions filed prior to that
date was substantially higher than normal. These higher volumes created a
processing backlog at many of the courts where those petitions were filed. The
backlogs, in turn, led to delays of several weeks in notifying lenders of those
filings. Notifications from the early part of October have been running
substantially higher than previous quarters and, based on its current
assessment, Credco anticipates that bankruptcy-related write-offs in the U.S.
will increase substantially in the fourth quarter over historical write-off
levels. Credco believes the reserve for cardmember losses is adequate at
September 30, 2005. Credco will continue to evaluate the
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AMERICAN EXPRESS CREDIT CORPORATION
impact of increased write-offs on the adequacy of its reserve for cardmember
losses in the U.S. during the fourth quarter of 2005.
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, 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 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 nine months ended
September 30, 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 September 30, 2005, and December 31, 2004, Credco had
$7.7 billion and $7.6 billion, respectively of commercial paper outstanding.
Average commercial paper outstanding was $8.0 billion and $8.7 billion for the
nine months ended September 30, 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 bank credit facility to net short-term
debt is not less than 100 percent. Net short-term debt, which consists mainly of
commercial paper less cash and cash equivalents, was $6.1 billion at September
30, 2005. Based on the maximum available borrowings under bank credit
facilities, Credco's bank line coverage of net short-term debt was 141 percent
at September 30, 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 September 30, 2005 and December 31, 2004,
Credco had an aggregate of $8.0 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 September 30, 2005 and December 31, 2004 was
$6.5 billion and $6.4 billion, respectively.
As of September 30, 2005, Credco had the ability to issue approximately $7.2
billion of debt securities under a shelf registration statement filed with the
Securities and Exchange Commission. On October 4, 2005, Credco issued and sold
$500 million Floating Rate Notes due 2010, using the proceeds for general
corporate purposes. 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. At September 30, 2005, $3.2 billion was
outstanding under this program, including $500 million issued by TRS.
On October 28, 2005, Credco received regulatory approval in Canada for a base
shelf prospectus for a medium-term note program providing for the issuance from
time to time, in Canada, of up to Canadian $3.5 billion (U.S. $3.0 billion) of
notes by American Express Canada Credit Corporation, a wholly-owned subsidiary
of Credco, which notes would be guaranteed by Credco.
In August 2004, Credco established a new 99.9 percent owned entity, American
Express Capital Australia (AECA). In September 2004, Credco borrowed $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
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AMERICAN EXPRESS CREDIT CORPORATION
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.
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 $2.4 billion and $2.1
billion, respectively, in its Consolidated Balance Sheets at September 30, 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 $2.5 billion and $619
million to SARL and AEELP, respectively. These transfers of cardmember
receivables and cardmember loans with recourse resulted in Credco recording
loans with affiliates $2.8 billion and $2.9 billion in its Consolidated Balance
Sheets at September 30, 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 to be invested in high quality
and highly liquid investment securities. At September 30, 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.
Bank Credit Facilities
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. As of September 30, 2005, Credco had outstanding borrowings of
$4 billion under these bank credit facilities which consisted of $2.3 billion
related to the Australian credit facility and $1.7 billion related to the
Canadian credit facility. 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.
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.
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AMERICAN EXPRESS CREDIT CORPORATION
PART II. OTHER INFORMATION
Item 6. 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 Christopher S. Forno 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 Christopher S. Forno 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: November 14, 2005 By /s/ Christopher S. Forno
--------------------------------------
Christopher S. Forno
President and Chief Executive Officer
DATE: November 14, 2005 By /s/ Paul H. Hough
--------------------------------------
Paul H. Hough
Chief Financial 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 Christopher S. Forno Electronically filed herewith.
pursuant to 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 Christopher S. Forno pursuant to 18 Electronically filed herewith.
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'