UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission File No. 000-20787-07
AMERICAN EXPRESS CENTURION BANK
As Co-Originator of the Trust and a Transferor and on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuer of Certificates)
(Exact name of registrant as specified in its charter)
Utah 11-2869526
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4315 South 2700 West, Salt Lake City, Utah 84184
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 945-5000
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
As Co-Originator of the Trust and a Transferor and on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuer of Certificates)
(Exact name of registrant as specified in its charter)
Delaware 13-3854638
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Vesey Street, New York, New York 10285
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 640-2357
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Class A Series 1999-1 5.60% Asset Backed Certificates
Class B Series 1999-1 5.85% Asset Backed Certificates
Class A Series 1999-2 5.95% Asset Backed Certificates
Class B Series 1999-2 6.10% Asset Backed Certificates
Class A Series 1999-3 Floating Rate Asset Backed Certificates
Class B Series 1999-3 Floating Rate Asset Backed Certificates
Class A Series 1999-5 Floating Rate Asset Backed Certificates
Class B Series 1999-5 Floating Rate Asset Backed Certificates
Class A Series 2000-1 7.20% Asset Backed Certificates
Class B Series 2000-1 7.40% Asset Backed Certificates
Class A Series 2000-2 Floating Rate Asset Backed Certificates
Class B Series 2000-2 Floating Rate Asset Backed Certificates
Class A Series 2000-3 Floating Rate Asset Backed Certificates
Class B Series 2000-3 Floating Rate Asset Backed Certificates
Class A Series 2000-4 Floating Rate Asset Backed Certificates
Class B Series 2000-4 Floating Rate Asset Backed Certificates
Class A Series 2000-5 Floating Rate Asset Backed Certificates
Class B Series 2000-5 Floating Rate Asset Backed Certificates
Class A Series 2001-1 Floating Rate Asset Backed Certificates
Class B Series 2001-1 Floating Rate Asset Backed Certificates
Class A Series 2001-2 5.53% Asset Backed Certificates
Class B Series 2001-2 5.83% Asset Backed Certificates
Class A Series 2001-3 Floating Rate Asset Backed Certificates
Class B Series 2001-3 Floating Rate Asset Backed Certificates
Class A Series 2001-4 Floating Rate Asset Backed Certificates
Class B Series 2001-4 Floating Rate Asset Backed Certificates
Class A Series 2001-5 Floating Rate Asset Backed Certificates
Class B Series 2001-5 Floating Rate Asset Backed Certificates
Class A Series 2001-6 Floating Rate Asset Backed Certificates
Class B Series 2001-6 Floating Rate Asset Backed Certificates
Class A Series 2001-7 Floating Rate Asset Backed Certificates
Class B Series 2001-7 Floating Rate Asset Backed Certificates
Class A Series 2002-1 Floating Rate Asset Backed Certificates
Class B Series 2002-1 Floating Rate Asset Backed Certificates
Class A Series 2002-2 Floating Rate Asset Backed Certificates
Class B Series 2002-2 Floating Rate Asset Backed Certificates
Class A Series 2002-3 Floating Rate Asset Backed Certificates
Class B Series 2002-3 Floating Rate Asset Backed Certificates
Class A Series 2002-4 Floating Rate Asset Backed Certificates
Class B Series 2002-4 Floating Rate Asset Backed Certificates
Class A Series 2002-5 Floating Rate Asset Backed Certificates
Class B Series 2002-5 Floating Rate Asset Backed Certificates
Class A Series 2002-6 Floating Rate Asset Backed Certificates
Class B Series 2002-6 Floating Rate Asset Backed Certificates
Class A Series 2003-1 Floating Rate Asset Backed Certificates
Class B Series 2003-1 Floating Rate Asset Backed Certificates
Class A Series 2003-2 Floating Rate Asset Backed Certificates
Class B Series 2003-2 Floating Rate Asset Backed Certificates
Class A Series 2003-3 Floating Rate Asset Backed Certificates
Class B Series 2003-3 Floating Rate Asset Backed Certificates
Class A Series 2003-4 1.69% Asset Backed Certificates
Class B Series 2003-4 1.90% Asset Backed Certificates
Class A Series 2004-1 Floating Rate Asset Backed Certificates
Class B Series 2004-1 Floating Rate Asset Backed Certificates
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES NO X
---- ----
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: None.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
INTRODUCTORY NOTE
American Express Centurion Bank and American Express Receivables Financing
Corporation II are the co-originators of the registrant, the American Express
Credit Account Master Trust. Pursuant to a no-action request of Centurion Bank
and another affiliate to the Securities and Exchange Commission (no-action
request of American Express Credit Account Master Trust publicly available
December 6, 1996), the registrant is not required to respond to various items of
Form 10-K. Such items are designated herein as "Not Applicable".
PART I
Item 1. Business
Not Applicable.
Item 2. Properties
The American Express Credit Account Master Trust (the "Trust") was
formed pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as
of May 16, 1996, as amended by the First Amendment to the Pooling and Servicing
Agreement, dated as of March 30, 2001, among American Express Centurion Bank and
American Express Receivables Financing Corporation II ("RFC II"), each as an
Originator ("Originator"), American Express Travel Related Services Company,
Inc. ("TRS"), as servicer (the "Servicer"), and The Bank of New York, as trustee
(the "Trustee"). RFC II, a Delaware corporation, is a wholly owned subsidiary of
TRS. It was incorporated on August 7, 1995. Its principal executive office is
located at 200 Vesey Street, New York, New York, 10285. TRS is a wholly owned
subsidiary of American Express Company. It was incorporated in the state of New
York on May 3, 1982 and its principal executive offices are located at 200 Vesey
Street, New York, New York, 10285. American Express Centurion Bank was
incorporated under Delaware banking laws as a limited service bank in 1985. As
of July 1, 1996, its business was combined by merger with another subsidiary of
TRS that is a Utah-chartered, FDIC-insured industrial loan company. The
surviving institution was renamed American Express Centurion Bank ("Centurion").
Its principal executive offices are located at 4315 South 2700 West, Salt Lake
City, Utah, 84184.
The Trust was formed for the purpose of acquiring and holding the
Trust Assets (defined below) and from time to time issuing asset-backed
certificates (the "Certificates") under the Agreement and one or more
supplements thereto (each, a "Supplement"), including issuing and selling
certain Certificates to investors in underwritten public offerings ("Investor
Certificates"). Each Certificate represents an undivided interest in the Trust
and the right to receive payments of interest at a specified rate and payments
of principal at certain times during the term of the Trust. Each series of
Investor Certificates (each, a "Series") will have its own Supplement to govern
the individual terms and allocations applicable to such Series.
- 1 -
The property of the Trust (the "Trust Assets") includes a portfolio of
receivables (the "Receivables") generated from time to time in a portfolio of
designated American Express Credit Card (whether branded Optima(R)Card or
otherwise), Optima Line of Credit and Sign & Travel(R)/Extended Payment Option
consumer revolving credit accounts or features and other charge or credit
accounts or products (collectively, the "Accounts") owned by Centurion or other
eligible account owners (each, including Centurion, an "Account Owner"), all
monies due or to become due in payment of the Receivables, all proceeds of such
Receivables and any Series Enhancement provided for any particular Series or
class of Certificates. "Series Enhancement" may include, with respect to any
Series or class of Certificates, the subordination of one or more classes or
Series of Certificates to one or more other classes or Series of Certificates, a
letter of credit, a cash collateral guaranty, a cash collateral account, a
surety bond, a collateral interest, a spread account, a guaranteed rate
agreement, a maturity liquidity facility, a tax protection agreement or an
insurance policy.
No Originator or Account Owner will act as a guarantor with respect to
any payments on the Certificates, and neither the Trustee nor the holders of the
Certificates will have general recourse against any Originator or Account Owner
or the assets of any Originator or Account Owner. Instead the Trustee's and the
Certificateholders' only recourse in any action seeking to collect amounts owing
under the Certificates will be against, and limited to, the Trust Assets.
The Receivables that, to date, have been conveyed to the Trust arise
from Accounts selected from Centurion's portfolio and consist of amounts charged
or otherwise borrowed by Account holders for goods and services and cash
advances ("Principal Receivables"), plus the related periodic finance charges,
amounts charged to Accounts in respect of late charges and certain other items
(the "Finance Charge Receivables").
Each Series of Investor Certificates will belong to a certain group of
Series (each, a "Group"). The Series included in a particular Group will share a
common distribution date and other terms, and certain cash collections may be
allocated among the Series within a Group (any Group for which collections will
be so allocated is hereinafter referred to as a "Reallocation Group"). The
Agreement and Supplements govern the allocation of collections in respect of
Principal Receivables and Finance Charge Receivables between the interests of
the transferors and the Investor Certificateholders and, for the Investor
Certificateholders, to each Group, based generally on the sum of the principal
amounts of Investor Certificates for all Series in all Groups. Each Supplement
will prescribe the manner in which collections will be allocated among Series.
Each Group may have a certain number of Series which will share, to a
limited extent, the collections in respect of Principal Receivables and Finance
Charge Receivables allocated to such Group. In addition, certain excess
collections of Principal Receivables ("Shared Principal Collections") or Finance
Charge Receivables ("Excess Finance Charge Collections") allocated to a Series
in one Group that are not required to make distributions with respect to the
Certificates of the Series in such Group may be shared with the Series in
another Group (each such Series is hereinafter referred to, respectively, as a
"Principal Sharing Series" and an "Excess Allocation Series"). For each Series,
the Supplement relating to such Series will govern the terms and timing of
payment of interest and principal and the allocations of collections of
Principal Receivables and Finance Charge Receivables among the various Series
within such Series' Group and among Series in a different Group.
- 2 -
The Trust will not engage in any business activity other than
acquiring and holding the Trust Assets, issuing Certificates, making payments
thereon and related activities. Pursuant to the Agreement, the Trustee will hold
the Trust Assets in trust for the benefit of the holders of the Certificates,
and TRS or any successor servicer, as the Servicer, will be responsible for the
administration and servicing of the Receivables. The Trust has 54 classes of
Investor Certificates outstanding:
. Class A Series 1999-1 5.60% Asset Backed Certificates and Class B
Series 1999-1 5.85% Asset Backed Certificates (collectively, the
"Series 1999-1 Certificates");
. Class A Series 1999-2 5.95% Asset Backed Certificates and Class B
Series 1999-2 6.10% Asset Backed Certificates (collectively, the
"Series 1999-2 Certificates");
. Class A Series 1999-3 Floating Rate Asset Backed Certificates and
Class B Series 1999-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 1999-3 Certificates");
. Class A Series 1999-5 Floating Rate Asset Backed Certificates and
Class B Series 1999-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 1999-5 Certificates");
. Class A Series 2000-1 7.20% Asset Backed Certificates and Class B
Series 2000-1 7.40% Asset Backed Certificates (collectively, the
"Series 2000-1 Certificates");
. Class A Series 2000-2 Floating Rate Asset Backed Certificates and
Class B Series 2000-2 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-2 Certificates");
. Class A Series 2000-3 Floating Rate Asset Backed Certificates and
Class B Series 2000-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-3 Certificates");
. Class A Series 2000-4 Floating Rate Asset Backed Certificates and
Class B Series 2000-4 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-4 Certificates");
. Class A Series 2000-5 Floating Rate Asset Backed Certificates and
Class B Series 2000-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 2000-5 Certificates");
. Class A Series 2001-1 Floating Rate Asset Backed Certificates and
Class B Series 2001-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-1 Certificates");
- 3 -
. Class A Series 2001-2 5.53% Asset Backed Certificates and Class B
Series 2001-2 5.83% Asset Backed Certificates (collectively, the
"Series 2001-2 Certificates");
. Class A Series 2001-3 Floating Rate Asset Backed Certificates and
Class B Series 2001-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-3 Certificates");
. Class A Series 2001-4 Floating Rate Asset Backed Certificates and
Class B Series 2001-4 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-4 Certificates");
. Class A Series 2001-5 Floating Rate Asset Backed Certificates and
Class B Series 2001-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-5 Certificates");
. Class A Series 2001-6 Floating Rate Asset Backed Certificates and
Class B Series 2001-6 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-6 Certificates");
. Class A Series 2001-7 Floating Rate Asset Backed Certificates and
Class B Series 2001-7 Floating Rate Asset Backed Certificates
(collectively, the "Series 2001-7 Certificates");
. Class A Series 2002-1 Floating Rate Asset Backed Certificates and
Class B Series 2002-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-1 Certificates");
. Class A Series 2002-2 Floating Rate Asset Backed Certificates and
Class B Series 2002-2 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-2 Certificates");
. Class A Series 2002-3 Floating Rate Asset Backed Certificates and
Class B Series 2002-3 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-3 Certificates");
. Class A Series 2002-4 Floating Rate Asset Backed Certificates and
Class B Series 2002-4 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-4 Certificates");
. Class A Series 2002-5 Floating Rate Asset Backed Certificates and
Class B Series 2002-5 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-5 Certificates");
. Class A Series 2002-6 Floating Rate Asset Backed Certificates and
Class B Series 2002-6 Floating Rate Asset Backed Certificates
(collectively, the "Series 2002-6 Certificates");
- 4 -
. Class A Series 2003-1 Floating Rate Asset Backed Certificates and
Class B Series 2003-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2003-1 Certificates");
. Class A Series 2003-2 Floating Rate Asset Backed Certificates and
Class B Series 2003-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2003-2 Certificates");
. Class A Series 2003-3 Floating Rate Asset Backed Certificates and
Class B Series 2003-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2003-3 Certificates");
. Class A Series 2003-4 1.69% Asset Backed Certificates and Class B
Series 2003-4 1.90% Rate Asset Backed Certificates (collectively,
the "Series 2003-4 Certificates"); and
. Class A Series 2004-1 Floating Rate Asset Backed Certificates and
Class B Series 2004-1 Floating Rate Asset Backed Certificates
(collectively, the "Series 2004-1 Certificates").
The Class A Series 1998-1 Floating Rate Asset Backed Certificates and
the Class B Series 1998-1 Floating Rate Asset Backed Certificates were paid in
full June 16, 2003.
Information concerning the performance of the Trust Assets for each
monthly due period of the Trust is contained in monthly Servicer's reports
provided to the Trustee and filed monthly on Form 8-K, and information
concerning distributions made on the Investor Certificates is contained in
payment date statements prepared by the Servicer and also filed on Form 8-K. The
Servicer has prepared a report that sets forth, with respect to certain of the
items reported on monthly in the monthly Servicer's reports, the aggregate
amount of such items for the full year 2003 or, as applicable, the amount of
such items as of December 25, 2003. This annual report is filed herewith as
Exhibit 99.3.
Item 3. Legal Proceedings
The Registrant knows of no material legal proceedings with respect to
the Trust, involving the Trust, the Trustee, the Trust Assets, the
Servicer or the Originators, exclusive of ordinary routine litigation
incidental to the Trustee's, Servicer's or Originators' duties under
the Agreement.
Item 4. Submission of Matters to a Vote of Security Holders
None.
- 5 -
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) The Registrant has no voting stock or class of common stock
outstanding as of the date of this report. To the Registrant's
knowledge, there is no established public trading market for the
Investor Certificates.
(b) The Certificates representing investors' interests in the Trust
were delivered in book-entry form through the facilities of the
Depository Trust Company ("DTC") and the nominee for DTC, Cede &
Co., is the sole registered holder of the Certificates.
(c) Not Applicable.
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable.
Item 8. Financial Statements and Supplementary Data
Not Applicable.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Not Applicable.
- 6 -
PART III
Item 10. Directors and Executive Officers of the Registrant
Not applicable.
Item 11. Executive Compensation
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) The Investor Certificates were delivered in book-entry form
through the facilities of DTC. As a consequence, the nominee for
DTC, Cede & Co., is the sole registered holder of Investor
Certificates. An investor holding an interest in the Trust is not
entitled to receive a certificate representing such interest
except in limited circumstances. Cede & Co. holds the Investor
Certificate on behalf of brokers, dealers, banks and other direct
participants in the DTC system. DTC participants may own
Investor Certificates for their own account or hold them for the
accounts of their customers. As of March 4, 2004 the following
direct DTC participants held positions in Investor Certificates
representing interests in the Trust equal to or exceeding 5% of
the total principal amount of the Investor Certificates of each
class of each Series outstanding on that date. Information on DTC
participants' held positions is provided by DTC.
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
1999-1 5.60%
ASSET BACKED
CERTIFICATES: State Street Bank
and Trust Company $294,164,000 34.00%
Mellon Trust Company $113,293,000 13.10%
JP Morgan Chase $97,196,000 11.24%
Bank of New York $45,261,000 5.23%
CLASS B SERIES
1999-1 5.85%
ASSET BACKED
CERTIFICATES: Bank of New York $38,500,000 64.16%
State Street Bank
and Trust Company $19,000,000 31.66%
- 7 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
1999-2 5.95%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $85,741,000 19.82%
State Street Bank
and Trust Company $75,045,000 17.35%
Investors Bank $38,800,000 8.97%
Citibank, NA $37,925,000 8.77%
Bank of New York $36,614,000 8.46%
Mellon Trust Company $32,893,000 7.60%
CLASS B SERIES
1999-2 6.10%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $16,000,000 53.33%
Bank of New York $9,800,000 32.67%
Brown Brothers
Harriman $4,200,000 14.00%
CLASS A SERIES
1999-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Northern Trust
Company $227,000,000 27.51%
State Street Bank
and Trust Company $202,400,000 24.53%
Bank of New York $114,000,000 13.82%
Citibank, NA $111,750,000 13.54%
JP Morgan Chase Bank/
Broker $95,000,000 11.51%
CLASS B SERIES
1999-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $50,000,000 62.50%
Mellon Trust Company $25,000,000 31.25%
Citibank, NA $5,000,000 6.25%
- 8 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
1999-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
and Trust Company $266,500,000 64.60%
Bank of New York $69,225,000 16.78%
JP Morgan Chase $40,975,000 9.93%
CLASS B SERIES
1999-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $33,000,000 82.50%
Mellon Trust Company $6,550,000 16.37%
CLASS A SERIES
2000-1 7.20%
ASSET BACKED
CERTIFICATES: State Street Bank
and Trust Company $104,331,000 24.12%
JP Morgan Chase $73,737,000 17.04%
Bank of New York $54,930,000 12.70%
Mellon Trust Company $30,673,000 7.10%
WBNA-Main $25,680,000 5.93%
Northern Trust
Company $24,984,000 5.77%
CLASS B SERIES
2000-1 7.40%
ASSET BACKED
CERTIFICATES: State Street Bank
and Trust Company $14,000,000 46.66%
JP Morgan Chase $10,175,000 33.91%
Citibank, NA $5,000,000 16.66%
CLASS A SERIES
2000-2 FLOATING
RATE ASSET
BACKED
CERTFICATES: State Street Bank
and Trust Company $314,913,000 76.34%
JP Morgan Chase $27,597,000 6.69%
DBTC America $23,000,000 5.57%
- 9 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2000-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: DBTC America $25,000,000 65.50%
Northern Trust
Company $3,290,000 8.22%
JP Morgan Chase $3,055,000 7.64%
State Street Bank
and Trust Company $2,860,000 7.15%
Bank of New York $2,345,000 5.86%
Mellon Trust Company $2,205,000 5.51%
CLASS A SERIES
2000-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
and Trust Company $345,135,000 41.83%
Bank of New York $156,610,000 18.98%
JP Morgan Chase $131,115,000 15.89%
Northern Trust
Company $78,210,000 9.48%
Citibank, NA $70,000,000 8.48%
CLASS B SERIES
2000-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $38,000,000 47.50%
JP Morgan Chase $22,500,000 28.12%
Bank of Tokyo -
Mitsubishi $10,000,000 12.50%
Wells Fargo $5,000,000 6.25%
CLASS A SERIES
2000-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of Tokyo -
Mitsubishi $1,000,000,000 100%
- 10 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2000-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $48,970,000 50.50%
Bank of Tokyo -
Mitsubishi $48,000,000 49.50%
CLASS A SERIES
2000-5 FLOATING
RATE ASSET
BACKED
CERTFICATES: Citibank, NA $174,755,230 26.88%
State Street Bank
and Trust Company $139,253,770 21.42%
Northern Trust
Company $78,917,000 12.14%
JP Morgan Chase $73,685,000 11.33%
Bank of New York/
Wachovia $70,295,000 10.81%
CLASS B SERIES
2000-5 FLOATING
RATE ASSET
BACKED
CERTFICATES: JP Morgan Chase $46,530,000 73.82%
Mellon Trust Company $16,500,000 26.18%
CLASS A SERIES
2001-1 FLOATING
RATE ASSET
BACKED
CERTFICATES: State Street Bank
and Trust Company $338,993,000 54.78%
JP Morgan Chase $73,000,000 11.80%
Dresdner $72,315,000 11.68%
Citibank, NA $41,400,000 6.69%
CLASS B SERIES
2001-1 FLOATING
RATE ASSET
BACKED
CERTFICATES: ML SFKPG $20,000,000 33.33%
JP Morgan Chase $20,000,000 33.33%
DBTC America $10,000,000 16.67%
Bank of Tokyo -
Mitsubishi $10,000,000 16.67%
- 11 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2001-2 5.53%
ASSET BACKED
CERTIFICATES: State Street Bank
and Trust Company $57,820,000 26.74%
JP Morgan Chase $45,970,000 21.26%
Mellon Trust Company $37,990,000 17.57%
Bank of New York $18,895,000 8.74%
Northern Trust
Company $14,475,000 6.69%
CLASS B SERIES
2001-2 5.83%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $15,000,000 100%
CLASS A SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
and Trust Company $249,250,000 40.28%
Northern Trust
Company $165,000,000 26.67%
DBTC America $60,000,000 9.69%
Mellon Trust Company $35,000,000 5.65%
Harris Trust $35,000,000 5.65%
CLASS B SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank, NA $20,000,000 33.33%
DBTC America $10,000,000 16.67%
Mellon Trust Company $10,000,000 16.67%
Bank of New York $10,000,000 16.67%
JP Morgan Chase $10,000,000 16.67%
- 12 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $122,960,000 20.56%
Northern Trust
Company $92,000,000 15.38%
State Street Bank
and Trust Company $83,684,000 13.99%
Mellon Trust Company $65,288,000 10.91%
JP Morgan Chase $54,176,000 9.06%
Citibank, NA $48,930,000 8.18%
CLASS B SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of Tokyo -
Mitsubishi $18,000,000 31.03%
JP Morgan Chase $15,000,000 25.86%
Bank of New York $10,000,000 17.24%
DBTC America $10,000,000 17.24%
Citibank, NA $5,000,000 8.62%
CLASS A SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank, NA $123,385,000 29.91%
JP Morgan Chase $120,640,000 29.24%
WBNA-Main $54,425,000 13.19%
Harris Trust $50,000,000 12.12%
US Bank NA $29,750,000 7.21%
CLASS B SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $33,000,000 82.50%
Bank of New York $7,000,000 17.50%
- 13 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $150,000,000 25.97%
Bank of New York $108,000,000 18.70%
State Street Bank
and Trust Company $104,250,000 18.05%
Northern Trust
Company $95,000,000 16.45%
Citibank, NA $50,000,000 8.65%
USB AG $40,000,000 6.92%
CLASS B SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $45,880,000 81.93%
Brown Brothers
Harriman $5,515,000 9.85%
CLASS A SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $325,000,000 65.60%
Bank of New York $71,555,000 13.34%
Dresdner $45,690,000 8.52%
Citibank, NA $40,000,000 7.46%
CLASS B SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $15,000,000 28.85%
JP Morgan Chase $15,000,000 28.85%
Mellon Trust Company $12,000,000 23.07%
Bank of Tokyo -
Mitsubishi $10,000,000 19.23%
- 14 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $247,200,000 32.57%
JP Morgan Chase $231,405,000 30.49%
Citibank, NA $185,000,000 24.37%
CLASS B SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: DBTC America $30,000,000 40.76%
JP Morgan Chase $17,600,000 23.91%
Bank of New York $14,000,000 19.02%
JPM/CCS2 $12,000,000 16.30%
CLASS A SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $254,545,000 32.82%
Bank of New York $217,900,000 28.09%
State Street Bank
and Trust Company $90,650,000 11.68%
Bank of New York/
Wachovia $75,000,000 9.67%
CitiDLRTEO $60,000,000 7.73%
CLASS B SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $40,200,000 53.45%
JPM/CCS2 $10,000,000 13.29%
- 15 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $232,000,000 30.56%
Bank of New York $224,490,000 29.57%
State Street Bank
and Trust Company $148,410,000 19.55%
Bank of New York/
SO GE $50,000,000 6.58%
Citibank, NA $50,000,000 6.58%
CLASS B SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
and Trust Company $32,600,000 44.29%
Mellon Trust Company $21,000,000 28.53%
JP Morgan Chase $15,000,000 20.38%
Citibank, NA $5,000,000 6.79%
CLASS A SERIES
2002-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Northern Trust
Company $100,700,000 24.41%
Bank of New York $77,730,000 18.84%
Bank of New York/
Wachovia $76,500,000 18.54%
JP Morgan Chase $40,325,000 9.77%
Citibank, NA $34,250,000 8.30%
State Street Bank
and Trust Company $31,660,000 7.67%
CLASS B SERIES
2002-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $30,000,000 75.00%
Mellon Trust Company $10,000,000 25.00%
- 16 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank, NA $223,000,000 45.05%
JP Morgan Chase $129,000,000 26.06%
Bank of New York $45,000,000 9.09%
DBTC/Frank $40,000,000 8.08%
US Bank NA $33,000,000 6.66%
JPM/CCS2 $25,000,000 5.05%
CLASS B SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: DBTC America $30,000,000 62.50%
JP Morgan Chase $18,000,000 37.50%
CLASS A SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $130,000,000 21.88%
Mellon Trust Company $83,000,000 13.97%
State Street Bank
and Trust Company $76,000,000 12.79%
Bank of New York $75,000,000 12.62%
Wells Fargo $60,000,000 10.10%
Citibank, NA $54,000,000 9.09%
ML SFKPG $32,000,000 5.38%
CLASS B SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: DBTC America $20,000,000 34.72%
JP Morgan Chase $13,000,000 22.56%
ML SFKPG $9,000,000 15.6%
Bank of Tokyo -
Mitsubishi $5,000,000 8.68%
State Street Bank
and Trust Company $5,000,000 8.68%
- 17 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $242,280,000 31.92%
JP Morgan Chase $232,000,000 30.56%
State Street Bank
and Trust Company $98,710,000 13.00%
Mellon Trust Company $85,000,000 11.19%
Investors Bank $41,825,000 5.5%
CLASS B SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $56,000,000 76.01%
Citibank, NA $16,000,000 21.74%
CLASS A SERIES
2003-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $471,470,000 48.58%
Bank of New York $250,000,000 25.75%
Citibank, NA $153,750,000 15.84%
CLASS B SERIES
2003-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank, NA $27,000,000 30.68%
Sumi Trust $20,000,000 22.72%
Bank of New York $15,000,000 17.04%
JP Morgan Chase $14,000,000 15.90%
JPM/CCS2 $12,000,000 13.63%
- 18 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2003-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $259,500,000 41.93%
State Street Bank
and Trust Company $129,050,000 20.85%
JP Morgan Chase $105,500,000 17.05%
Harris Trust $47,000,000 7.59%
CLASS B SERIES
2003-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: DBTC America $20,000,000 33.33%
JP Morgan Chase $19,000,000 31.66%
Sumi Trust $10,000,000 16.66%
WBNA - Main $6,000,000 10.00%
JPM/CCS2 $5,000,000 8.33%
CLASS A SERIES
2003-4 1.69%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $155,205,841 26.38%
State Street Bank
and Trust Company $99,899,111 16.98%
Northern Trust
Company $72,821,000 12.38%
Mellon Trust Company $69,085,000 11.74%
Bank of New York $49,460,271 8.41%
CLASS B SERIES
2003-4 1.90%
ASSET BACKED
CERTIFICATES: JP Morgan Chase $20,300,000 49.75%
Bank of New York $17,500,000 42.89%
State Street Bank
and Trust Company $3,000,000 7.35%
- 19 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $20,775,000 34.62%
Bank of New York $16,615,000 27.69%
DBTC America $15,000,000 25.00%
Citibank, NA $6,470,000 10.78%
CLASS B SERIES
2004-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $237,000,000 35.47%
Citibank, NA $184,000,000 27.54%
Bank of New York $57,000,000 8.53%
State Street Bank
and Trust Company $50,000,000 7.48%
The address of each of the above participants is:
(a) c/o The Depository Trust Company
55 Water Street
New York, New York 10041
(b) Not Applicable.
(c) Not Applicable.
Item 13. Certain Relationships and Related Transactions
The Bank of New York acts as Trustee under the Agreement.
Item 14. Principal Accounting Fees and Services
Not Applicable.
- 20 -
PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Annual
Report on Form 10-K:
1. Power of Attorney for American Express Centurion Bank
(filed as Exhibit 24.1).
2. Power of Attorney for American Express Receivables
Financing Corporation II (filed as Exhibit 24.2).
3. Annual Servicing Statement Delivered to the Trustee
(filed as Exhibit 99.1).
4. Annual Accountant's Report of Ernst & Young LLP (filed
as Exhibit 99.2).
5. Annual Report containing Aggregate Information for the
Fiscal Year (filed as Exhibit 99.3).
6. Certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibits 99.4.1
and 99.4.2).
(b) Reports on Form 8-K:
The Trust has filed the following reports on Form 8-K since
March 24, 2003:
1. Form 8-K, dated March 24, 2003, attaching the Series
Term Sheet, dated March 24, 2003, which sets forth the
proposed issuance of the Class A Floating Rate Asset
Backed Certificates, Series 2003-2, and the Class B
Floating Rate Asset Backed Certificates, Series 2003-2.
2. Form 8-K, dated April 2, 2003, attaching the Series
2003-2 Supplement, dated April 2, 2003, supplementing
the Pooling and Servicing Agreement, dated May 16,
1996.
3. Form 8-K, dated April 15, 2003, attaching the Monthly
Servicer's Certificate for the due period February 25,
2003 through March 26, 2003.
4. Form 8-K, dated April 29, 2003, attaching the Series
Term Sheet, dated April 29, 2003, which sets forth the
proposed issuance of the Class A Floating Rate Asset
Backed Certificates, Series 2003-3, and the Class B
Floating Rate Asset Backed Certificates, Series 2003-3.
- 21 -
5. Form 8-K, dated May 7, 2003, attaching the Series
2003-3 Supplement, dated May 7, 2003, supplementing the
Pooling and Servicing Agreement, dated May 16, 1996.
6. Form 8-K, dated May 15, 2003, attaching the Monthly
Servicer's Certificate for the due period March 27,
2003 through April 25, 2003.
7. Form 8-K, dated June 9, 2003, attaching the Series Term
Sheet, dated June 9, 2003, which sets forth the
proposed issuance of the Class A 1.69% Asset Backed
Certificates, Series 2003-4, and the Class B 1.90%
Asset Backed Certificates, Series 2003-4.
8. Form 8-K, dated June 16, 2003, attaching the Monthly
Servicer's Certificate for the due period April 26,
2003 through May 25, 2003.
9. Form 8-K, dated June 18, 2003, attaching the Series
2003-4 Supplement, dated June 18, 2003, supplementing
the Pooling and Servicing Agreement, dated May 16,
1996.
10. Form 8-K, dated July 15, 2003, attaching the Monthly
Servicer's Certificate for the due period May 26, 2003
through June 25, 2003.
11. Form 8-K, dated August 15, 2003, attaching the Monthly
Servicer's Certificate for the due period June 26, 2003
through July 26, 2003.
12. Form 8-K, dated September 15, 2003, attaching the
Monthly Servicer's Certificate for the due period July
27, 2003 through August 25, 2003.
13. Form 8-K, dated October 15, 2003, attaching the Monthly
Servicer's Certificate for the due period August 26,
2003 through September 25, 2003.
14. Form 8-K, dated October 23, 2003, attaching Assignment
No. 11 of Receivables in Additional Accounts, dated as
of October 23, 2003, among American Express Centurion
Bank, American Express Receivables Financing
Corporation II and The Bank of New York.
15. Form 8-K, dated November 17, 2003, attaching the
Monthly Servicer's Certificate for the due period
September 26, 2003 through October 25, 2003.
16. Form 8-K, dated December 15, 2003, attaching the
Monthly Servicer's Certificate for the due period
October 26, 2003 through November 24, 2003.
- 22 -
17. Form 8-K, dated January 15, 2004, attaching the Monthly
Servicer's Certificate for the due period November 25,
2003 through December 25, 2003.
18. Form 8-K, dated February 17, 2004, attaching the
Monthly Servicer's Certificate for the due period
December 26, 2003 through January 26, 2004.
19. Form 8-K, dated March 1, 2004, attaching the Series
2004-1 Supplement, dated May 1, 2004, supplementing the
Pooling and Servicing Agreement, dated May 16, 1996.
20. Form 8-K, dated March 15, 2004, attaching the Monthly
Servicer's Certificate for the due period January 27,
2004 through February 25, 2004.
(c) Exhibits:
4.1 Pooling and Servicing Agreement, dated May 16, 1996
(incorporated by reference to Exhibit 4.1 of Form
8-A12G filed by registrant on May 30, 1996, File No.
000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement,
dated March 30, 2001, amending the Pooling and
Servicing Agreement, dated as of May 16, 1996
(incorporated by reference to Exhibit 5.2 of Form 8-K,
dated March 30, 2001, File No. 000-20787).
4.3 Supplemental Assumption Agreement, dated June 27, 1996,
between American Express Centurion Bank, as Assignor,
and American Express Deposit Corporation, as Assignee,
with respect to the Pooling and Servicing Agreement
Governing the American Express Credit Account Master
Trust (incorporated by reference to Exhibit 4.3 of Form
8-K, dated July 15, 1996, File No. 000-20787).
4.4 Assignment No. 1 of Receivables in Additional Accounts,
dated August 7, 1997, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 20.2 of Form 8-K, dated August 15, 1997, File
No. 000-20787).
-23 -
4.5 Assignment No. 3 of Receivables in Additional Accounts,
dated September 13, 1999, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.1 of Form 8-K, dated September 1, 1999, File
No. 000-20787).
4.6 Assignment No. 4 of Receivables in Additional Accounts,
dated May 19, 2000, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated May 19, 2000, File No.
000-20787).
4.7 Assignment No. 5 of Receivables in Additional Accounts,
dated August 8, 2000, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated August 8, 2000, File
No. 000-20787).
4.8 Assignment No. 6 of Receivables in Additional Accounts,
dated March 2, 2001, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated March 27, 2001, File
No. 000-20787).
4.9 Assignment No. 7 of Receivables in Additional Accounts,
dated July 18, 2001, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated July 18, 2001, File
No. 000-20787).
4.10 Assignment No. 8 of Receivables in Additional Accounts,
dated January 25, 2002, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated January 25, 2002, File
No. 000-20787).
4.11 Assignment No. 9 of Receivables in Additional Accounts,
dated March 14, 2002, by and among American Express
Centurion Bank and American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated March 14, 2002, File
No. 000-20787).
4.12 Assignment No. 10 of Receivables in Additional
Accounts, dated December 11, 2002, by and among
American Express Centurion Bank, American Express
Receivables Financing Corporation II, as transferors,
and The Bank of New York, as trustee (incorporated by
reference to Exhibit 99.01 of Form 8-K, dated December
11, 2002, File No. 000-20787).
- 24 -
4.13 Assignment No. 11 of Receivables in Additional
Accounts, dated October 23, 2003, by and among American
Express Centurion Bank, American Express Receivables
Financing Corporation II, as transferors, and The Bank
of New York, as trustee (incorporated by reference to
Exhibit 99.01 of Form 8-K, dated October 23, 2003, File
No. 000-20787).
4.14 Supplemental Conveyance No. 1, dated August 7, 1997, by
and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by reference
to Exhibit 20.3 of Form 8-K, dated August 15, 1997,
File No. 000-20787).
4.15 Supplemental Conveyance No. 3, dated September 13,
1999, by and between American Express Credit
Corporation, as seller, and American Express
Receivables Financing Corporation II, as purchaser
(incorporated by reference to Exhibit 99.2 of Form 8-K,
dated September 21, 1999, File No. 000-20787).
4.16 Supplemental Conveyance No. 4, dated May 19, 2000, by
and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by reference
to Exhibit 99.02 of Form 8-K, dated May 19, 2000, File
No. 000-20787).
4.17 Supplemental Conveyance No. 5, dated August 8, 2000, by
and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by reference
to Exhibit 99.02 of Form 8-K, dated August 8, 2000,
File No. 000-20787).
4.18 Supplemental Conveyance No. 6, dated March 2, 2001, by
and between American Express Credit Corporation as
seller, and American Express Receivables Financing
Corporation II, as purchaser (incorporated by reference
to Exhibit 99.02 of Form 8-K, dated March 27, 2001,
File No. 000-20787).
4.19 Series 1999-1 Supplement to the Pooling and Servicing
Agreement, dated April 21, 1999 (incorporated by
reference to Exhibit 4.1 of Form 8-A12G, dated April
21, 1999, File No. 000-20787).
4.20 Series 1999-2 Supplement to the Pooling and Servicing
Agreement, dated May 19, 1999 (incorporated by
reference to Exhibit 4.2 of Form 8-A12G, dated May 19,
1999, File No. 000-20787).
- 25 -
4.21 Series 1999-3 Supplement to the Pooling and Servicing
Agreement, dated May 19, 1999 (incorporated by
reference to Exhibit 4.3 of Form 8-A12G, dated May 19,
1999, File No. 000-20787).
4.22 Series 1999-5 Supplement to the Pooling and Servicing
Agreement, dated August 17, 1999 (incorporated by
reference to Exhibit 4.3 of Form 8-A12G, dated August
17, 1999, File No. 000-20787).
4.23 Series 2000-1 Supplement to the Pooling and Servicing
Agreement, dated February 16, 2000 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February
16, 2000, File No. 000-20787).
4.24 Series 2000-2 Supplement to the Pooling and Servicing
Agreement, dated February 16, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-K, dated February
16, 2000, File No. 000-20787).
4.25 Series 2000-3 Supplement to the Pooling and Servicing
Agreement, dated May 3, 2000 (incorporated by reference
to Exhibit 4.1 of Form 8-K, dated May 3, 2000, File No.
000-20787).
4.26 Series 2000-4 Supplement to the Pooling and Servicing
Agreement, dated June 22, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-A12G, dated June 22,
2000, File No. 000-20787).
4.27 Series 2000-5 Supplement to the Pooling and Servicing
Agreement, dated September 15, 2000 (incorporated by
reference to Exhibit 4.2 of Form 8-A12G, dated
September 15, 2000, File No. 000-20787).
4.28 Series 2001-1 Supplement to the Pooling and Servicing
Agreement, dated February 23, 2001 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February
23, 2001, File No. 000-20787).
4.29 Series 2001-2 Supplement to the Pooling and Servicing
Agreement, dated March 23, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated March 23,
2001, File No. 000-20787).
4.30 Series 2001-3 Supplement to the Pooling and Servicing
Agreement, dated April 3, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated March 30,
2001, File No. 000-20787).
4.31 Series 2001-4 Supplement to the Pooling and Servicing
Agreement, dated April 19, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated April 19,
2001, File No. 000-20787).
- 26 -
4.32 Series 2001-5 Supplement to the Pooling and Servicing
Agreement, dated May 9, 2001 (incorporated by reference
to Exhibit 5.1 of Form 8-K, dated as of May 9, 2001,
File No. 000-20787).
4.33 Series 2001-6 Supplement to the Pooling and Servicing
Agreement, dated June 12, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated June 12,
2001, File No. 000-20787).
4.34 Series 2001-7 Supplement to the Pooling and Servicing
Agreement, dated August 21, 2001 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated August 21,
2001, File No. 000-20787).
4.35 Series 2002-1 Supplement to the Pooling and Servicing
Agreement, dated February 21, 2002 (incorporated by
reference to Exhibit 5.1 of Form 8-K, dated February
21, 2002, File No. 000-20787).
4.36 Series 2002-2 Supplement to the Pooling and Servicing
Agreement, dated April 25, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated April 25,
2002, File No. 000-20787).
4.37 Series 2002-3 Supplement to the Pooling and Servicing
Agreement, dated May 16, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated May 16,
2002, File No. 000-20787).
4.38 Series 2002-4 Supplement to the Pooling and Servicing
Agreement, dated July 17, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated July 17,
2002, File No. 000-20787).
4.39 Series 2002-5 Supplement to the Pooling and Servicing
Agreement, dated July 17, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated July 17,
2002, File No. 000-20787).
4.40 Series 2002-6 Supplement to the Pooling and Servicing
Agreement, dated August 15, 2002 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated August 15,
2002, File No. 000-20787).
4.41 Series 2003-1 Supplement to the Pooling and Servicing
Agreement, dated February 20, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated February
20, 2003, File No. 000-20787).
4.42 Series 2003-2 Supplement to the Pooling and Servicing
Agreement, dated April 2, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated April 2,
2003, File No. 000-20787).
- 27 -
4.43 Series 2003-3 Supplement to the Pooling and Servicing
Agreement, dated May 7, 2003 (incorporated by reference
to Exhibit 4.1 of Form 8-K, dated May 7, 2003, File No.
000-20787).
4.44 Series 2003-4 Supplement to the Pooling and Servicing
Agreement, dated June 18, 2003 (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated June 18,
2003, File No. 000-20787).
4.45 Series 2004-1 Supplement to the Pooling and Servicing
Agreement, dated March 1, 2004, (incorporated by
reference to Exhibit 4.1 of Form 8-K, dated March 1,
2004, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by
reference to Exhibit 10.1 of Registration Statement on
Form S-3, filed March 6, 1996, File No. 33-95784).
24.1 Power of Attorney for American Express Centurion Bank.
24.2 Power of Attorney for American Express Receivables
Financing Corporation II.
99.1 Annual Servicing Statement Delivered to the Trustee.
99.2 Annual Accountant's Report of Ernst & Young LLP.
99.3 Annual Report Containing Aggregate Information for the
Fiscal Year.
99.4.1 Certification of Traci L. Memmott pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
99.4.2 Certification of Leslie R. Scharfstein pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
- 28 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
ACCOUNT MASTER TRUST
Registrant
By: AMERICAN EXPRESS CENTURION
BANK,
Co-Originator of the Trust
By: /s/ Traci L. Memmott
------------------------------
Traci L. Memmott
Chief Financial Officer
(Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
*
- ----------------------------------
Ashwini Gupta Director and Chairman
*
- ----------------------------------
Frank L. Skillern Director and Chairman Emeritus
/s/ L. Craig Downs
- ----------------------------------
L. Craig Downs
Director, President and
Chief Operating Officer
*
- ----------------------------------
Roger O. Goldman Director
*
- ----------------------------------
Jon C. Patton Director
*
- ----------------------------------
Jay B. Stevelman Director
*
- ----------------------------------
Roslyn M. Watson Director
* By: /s/ Tim Heine
-----------------------------
Tim Heine
Attorney-in-Fact
March 24, 2004
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
ACCOUNT MASTER TRUST
Registrant
By: AMERICAN EXPRESS
RECEIVABLES FINANCING
CORPORATION II,
Co-Originator of the Trust
By:/s/ Leslie R. Scharfstein
---------------------------------
Leslie R. Scharfstein
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant in
the capacities and on the date indicated.
*
- ----------------------------------
Leslie R. Scharfstein President
(Principal Executive Officer)
*
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John D. Koslow Vice President and Treasurer
(Principal Finance Officer and
* Principal Accounting Officer)
- ----------------------------------
Donald J. Puglisi Director
*
- ----------------------------------
David L. Yowan Director
* By: /s/ Leslie R. Scharfstein
----------------------------
Leslie R. Scharfstein
Attorney-in-Fact
March 24, 2004
EXHIBIT INDEX
The following exhibits are filed as part of this Annual Report or, where
indicated, were heretofore filed and are hereby incorporated by reference (*
indicates exhibits electronically filed herewith).
4.1 Pooling and Servicing Agreement, dated May 16, 1996 (incorporated by
reference to Exhibit 4.1 of Form 8-A12G filed by registrant on May 30,
1996, File No. 000-20787).
4.2 First Amendment to the Pooling and Servicing Agreement, dated March 30,
2001, amending the Pooling and Servicing Agreement, dated May 16, 1996
(incorporated by reference to Exhibit 5.2 of Form 8-K, dated March 30,
2001, File No. 000-20787).
4.3 Supplemental Assumption Agreement, dated June 27, 1996, between American
Express Centurion Bank, as Assignor, and American Express Deposit
Corporation, as Assignee, with respect to the Pooling and Servicing
Agreement Governing the American Express Credit Account Master Trust
(incorporated by reference to Exhibit 4.3 of Form 8-K, dated July 15,
1996, File No. 000-20787).
4.4 Assignment No. 1 of Receivables in Additional Accounts, dated August 7,
1997, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 20.2 of Form 8-K,
dated August 15, 1997, File No. 000-20787).
4.5 Assignment No. 3 of Receivables in Additional Accounts, dated September
13, 1999, by and among American Express Centurion Bank and American
Express Receivables Financing Corporation II, as transferors, and The
Bank of New York, as trustee (incorporated by reference to Exhibit 99.1
of Form 8-K, dated September 1, 1999, File No. 000-20787).
4.6 Assignment No. 4 of Receivables in Additional Accounts, dated as of May
19, 2000, by and among American Express Centurion Bank and American
Express Receivables Financing Corporation II, as transferors, and The
Bank of New York, as trustee (incorporated by reference to Exhibit 99.01
of Form 8-K, dated May 19, 2000, File No. 000-20787).
4.7 Assignment No. 5 of Receivables in Additional Accounts, dated August 8,
2000, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated August 8, 2000, File No. 000-20787).
4.8 Assignment No. 6 of Receivables in Additional Accounts, dated March 2,
2001, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated March 27, 2001, File No. 000-20787).
4.9 Assignment No. 7 of Receivables in Additional Accounts, dated July 18,
2001, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated July 18, 2001, File No. 000-20787).
4.10 Assignment No. 8 of Receivables in Additional Accounts, dated January 25,
2002, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated January 25, 2002, File No. 000-20787).
4.11 Assignment No. 9 of Receivables in Additional Accounts, dated March 14,
2002, by and among American Express Centurion Bank and American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated March 14, 2002, File No. 000-20787).
4.12 Assignment No. 10 of Receivables in Additional Accounts, dated December
11, 2002, by and among American Express Centurion Bank, American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated December 11, 2002, File No. 000-20787).
4.13 Assignment No. 11 of Receivables in Additional Accounts, dated October
23, 2003, by and among American Express Centurion Bank, American Express
Receivables Financing Corporation II, as transferors, and The Bank of New
York, as trustee (incorporated by reference to Exhibit 99.01 of Form 8-K,
dated October 23, 2003, File No. 000-20787).
4.14 Supplemental Conveyance No. 1, dated as of August 7, 1997, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 20.3 of Form 8-K, dated August 15, 1997, File No.
000-20787).
4.15 Supplemental Conveyance No. 3, dated September 13, 1999, by and between
American Express Credit Corporation, as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.2 of Form 8-K, dated September 21, 1999, File No.
000-20787).
4.16 Supplemental Conveyance No. 4, dated May 19, 2000, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated May 19, 2000, File No.
000-20787).
4.17 Supplemental Conveyance No. 5, dated August 8, 2000, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated August 8, 2000, File No.
000-20787).
4.18 Supplemental Conveyance No. 6, dated March 2, 2001, by and between
American Express Credit Corporation as seller, and American Express
Receivables Financing Corporation II, as purchaser (incorporated by
reference to Exhibit 99.02 of Form 8-K, dated March 27, 2001, File No.
000-20787).
4.19 Series 1999-1 Supplement to the Pooling and Servicing Agreement, dated
April 21, 1999 (incorporated by reference to Exhibit 4.1 of Form 8-A12G,
dated April 21, 1999, File No. 000-20787).
4.20 Series 1999-2 Supplement to the Pooling and Servicing Agreement, dated
May 19, 1999 (incorporated by reference to Exhibit 4.2 of Form 8-A12G,
dated May 19, 1999, File No. 000-20787).
4.21 Series 1999-3 Supplement to the Pooling and Servicing Agreement, dated
May 19, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G,
dated May 19, 1999, File No. 000-20787).
4.22 Series 1999-5 Supplement to the Pooling and Servicing Agreement, dated
August 17, 1999 (incorporated by reference to Exhibit 4.3 of Form 8-A12G,
dated August 17, 1999, File No. 000-20787).
4.23 Series 2000-1 Supplement to the Pooling and Servicing Agreement, dated
February 16, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated February 16, 2000, File No. 000-20787).
4.24 Series 2000-2 Supplement to the Pooling and Servicing Agreement, dated
February 16, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated February 16, 2000, File No. 000-20787).
4.25 Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated
May 3, 2000 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
May 3, 2000, File No. 000-20787).
4.26 Series 2000-4 Supplement to the Pooling and Servicing Agreement, dated
June 22, 2000 (incorporated by reference to Exhibit 4.2 of Form 8-A12G,
dated June 22, 2000, File No. 000-20787).
4.27 Series 2000-5 Supplement to the Pooling and Servicing Agreement, dated
September 15, 2000 (incorporated by reference to Exhibit 4.2 of Form
8-A12G, dated September 15, 2000, File No. 000-20787).
4.28 Series 2001-1 Supplement to the Pooling and Servicing Agreement, dated
February 23, 2001 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated February 23, 2001, File No. 000-20787).
4.29 Series 2001-2 Supplement to the Pooling and Servicing Agreement, dated
March 23, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated March 23, 2001, File No. 000-20787).
4.30 Series 2001-3 Supplement to the Pooling and Servicing Agreement, dated
April 3, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated March 30, 2001, File No. 000-20787).
4.31 Series 2001-4 Supplement to the Pooling and Servicing Agreement, dated
April 19, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated April 19, 2001, File No. 000-20787).
4.32 Series 2001-5 Supplement to the Pooling and Servicing Agreement, dated
May 9, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K, dated
May 9, 2001, File No. 000-20787).
4.33 Series 2001-6 Supplement to the Pooling and Servicing Agreement, dated
June 12, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated June 12, 2001, File No. 000-20787).
4.34 Series 2001-7 Supplement to the Pooling and Servicing Agreement, dated
August 21, 2001 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated August 21, 2001, File No. 000-20787).
4.35 Series 2002-1 Supplement to the Pooling and Servicing Agreement, dated
February 21, 2002 (incorporated by reference to Exhibit 5.1 of Form 8-K,
dated February 21, 2002, File No. 000-20787).
4.36 Series 2002-2 Supplement to the Pooling and Servicing Agreement, dated
April 25, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated April 25, 2002, File No. 000-20787).
4.37 Series 2002-3 Supplement to the Pooling and Servicing Agreement, dated
May 16, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
May 16, 2002, File No. 000-20787).
4.38 Series 2002-4 Supplement to the Pooling and Servicing Agreement, dated
July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 17, 2002, File No. 000-20787).
4.39 Series 2002-5 Supplement to the Pooling and Servicing Agreement, dated
July 17, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 17, 2002, File No. 000-20787).
4.40 Series 2002-6 Supplement to the Pooling and Servicing Agreement, dated
August 15, 2002 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 15, 2002, File No. 000-20787).
4.41 Series 2003-1 Supplement to the Pooling and Servicing Agreement, dated
February 20, 2003 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated February 20, 2003, File No. 000-20787).
4.42 Series 2003-2 Supplement to the Pooling and Servicing Agreement, dated
April 2, 2003, (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated April 2, 2003, File No. 000-20787).
4.43 Series 2003-3 Supplement to the Pooling and Servicing Agreement, dated
May 7, 2003, (incorporated by reference to Exhibit 4.1 of Form 8-K, dated
May 7, 2003, File No. 000-20787).
4.44 Series 2003-4 Supplement to the Pooling and Servicing Agreement, dated
June 18, 2003, (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated June 18, 2003, File No. 000-20787).
4.45 Series 2004-1 Supplement to the Pooling and Servicing Agreement, dated
March 1, 2004, (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated March 1, 2004, File No. 000-20787).
10.1 Form of RFC II Purchase Agreement (incorporated by reference to Exhibit
10.1 of Registration Statement on Form S-3, filed March 6, 1996, File No.
33-95784).
24.1* Power of Attorney for American Express Centurion Bank.
24.2* Power of Attorney for American Express Receivables Financing Corporation
II.
99.1* Annual Servicing Statement Delivered to the Trustee.
99.2* Annual Accountant's Report of Ernst & Young LLP.
99.3* Annual Report Containing Aggregate Information for the Fiscal Year.
99.4.1*Certification of Traci L. Memmott pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.4.2*Certification of Leslie R. Scharfstein pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.