UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Commission File No. 000-20787-07
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, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
As a depositor on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuing Entity in respect of the 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
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC
As a depositor on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuing Entity in respect of the Certificates)
(Exact name of registrant as specified in its charter)
Delaware 20-0942395
(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: 801-945-2030
AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC
As a depositor on behalf of
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
(Issuing Entity in respect of the Certificates)
(Exact name of registrant as specified in its charter)
Delaware 20-0942445
(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: 801-945-2068
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
YES [ ] NO [ X ]
Indicate by check mark if the registrant is not required to file reports
pursuant to section 13 or Section 15(d) of the Act.
YES [ ] NO [ X ]
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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Act).
YES [ ] NO [ X ]
-2 -
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
- 3 -
INTRODUCTORY NOTE
American Express Receivables Financing Corporation II, American Express
Receivables Financing Corporation III LLC and American Express Receivables
Financing Corporation IV LLC are the depositors of the registrant, the American
Express Credit Account Master Trust. Pursuant to a no-action request (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 1A. Risk Factors
Not Applicable.
Item 1B. Unresolved Staff Comments
Not Applicable.
Item 2. Properties
The American Express Credit Account Master Trust (the "Trust") was
formed pursuant to a pooling and servicing agreement, dated as of May 16, 1996,
among American Express Receivables Financing Corporation II ("RFC II") and
American Express Centurion Bank ("Centurion"), each as an originator and
transferor, American Express Travel Related Services Company, Inc. ("TRS"), as
servicer, and The Bank of New York, as trustee. As of the close of business on
April 16, 2004, Centurion sold a portion of its credit account portfolio to
American Express Bank, FSB ("FSB"). In connection with this sale, the pooling
and servicing agreement was amended and restated as of April 16, 2004 to
designate FSB as an account owner with respect to the Trust, to substitute
Centurion's wholly owned subsidiary, American Express Receivables Financing
Corporation III LLC ("RFC III"), as a transferor to the Trust in place of
Centurion, and to add FSB's wholly owned subsidiary, American Express
Receivables Financing Corporation IV LLC ("RFC IV"), as a transferor to the
Trust. RFC III and RFC IV assumed the obligations of a transferor to the Trust.
At the time of such amendment, Centurion entered into a receivables
purchase agreement with RFC III and FSB entered into a receivables purchase
agreement with RFC IV. Under the receivables purchase agreements, each of
Centurion and FSB (collectively, the "originators") sold its existing right,
title and interest in, and on an ongoing basis will sell, the receivables in the
accounts designated to the Trust owned by Centurion and FSB to RFC III and RFC
IV, respectively. RFC III and RFC IV, as transferors under the pooling and
servicing agreement, in turn transfer the receivables to the Trust.
- 4 -
The Trust was formed for the purpose of acquiring and holding the Trust
assets and from time to time issuing asset-backed certificates under the pooling
and servicing agreement and one or more supplements thereto, 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 has its own supplement to govern the individual terms
and allocations applicable to such series.
Information concerning the performance of the Trust assets for each
monthly due period of the Trust during 2005 was 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 was 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 in the monthly servicer's reports, the aggregate amount of
such items for the full year 2005 or, as applicable, the amount of such items as
of December 25, 2005, the last day of the last monthly due period in 2005. This
report is filed as Exhibit 99.3.
Item 3. Legal Proceedings
American Express Company and its affiliates (collectively, "American
Express"), including the servicer and the originators, are from time to time
subject to various pending or threatened legal proceedings arising out of their
card origination, servicing and merchant network services activities. The
potential effect of these lawsuits on the certificates issued by the Trust
cannot be predicted at this time.
American Express has been named in a number of purported class actions
in which the plaintiffs allege an unlawful antitrust tying arrangement between
American Express' charge cards, on the one hand, and its credit cards and debit
cards, on the other, in violation of various state and federal laws. The
plaintiffs in these actions seek injunctive relief and an unspecified amount of
damages. American Express filed a motion to dismiss all of the actions that were
filed prior to April 30, 2004 pending in the Southern District of New York and,
with respect to one case pending in California, to stay the action pending
resolution of the motion to dismiss. A decision on the motion is pending.
American Express filed a motion to dismiss an action filed in the Southern
District of New York subsequent to April 30, 2004, and on July 1, 2005, the
Court denied this motion.
American Express has also been named in purported class actions
alleging that American Express' policy prohibiting merchants from imposing
restrictions on the use of American Express cards that are not imposed equally
on other forms of payment violates U.S. antitrust laws. The suits seek
injunctive relief. The Company has moved to dismiss the complaint in one of the
actions and has not yet been served in the other action.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
Issuer Purchasers of Equity Securities
(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. Certificates representing
investors' interests in the Trust that were publicly offered
in the United States were delivered in book-entry form through
the facilities of The Depository Trust Company ("DTC"), a
"clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as
amended.
(b) Not Applicable.
(c) Not Applicable.
- 5 -
Item 6. Selected Financial Data
Not Applicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
Not Applicable.
Item 7A. Quantitative and Qualitative Disclosure 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.
Item 9B. Other Information
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Not Applicable.
Item 11. Executive Compensation
Not Applicable.
- 6 -
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Certificates representing investors' interests in the Trust
that were publicly offered in the United States 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 such 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 certificates 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 February 21, 2006, the
following direct DTC participants held positions in publicly
offered 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
2001-2 5.53%
ASSET BACKED
CERTIFICATES: State Street Bank $63,099,000 29.1%
& Trust
JP Morgan Chase $40,350,000 18.6%
Mellon Trust $17,305,000 8.0%
SSB Trust $16,925,000 7.8%
Northern Trust $15,976,000 7.3%
Harris Trust $15,600,000 7.2%
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 $206,350,000 33.3%
& Trust
Northern Trust $164,500,000 26.5%
Investors Bank $60,115,000 9.7%
JP Morgan/Prudential $55,750,000 9.0%
SEI Private $35,000,000 5.6%
Investments
JP Morgan Chase $31,550,000 5.1%
- 7 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank $20,000,000 33.3%
JP Morgan Chase $10,000,000 16.6%
Mellon Trust $10,000,000 16.6%
Bank of New York $10,000,000 16.6%
State Street Bank $10,000,000 16.6%
& Trust
CLASS A SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $137,969,999 23.1%
& Trust
Mellon Trust $119,766,000 20.0%
Northern Trust $107,892,000 18.0%
Bank of New York $77,548,000 12.9%
JP Morgan Chase $45,280,000 7.5%
CLASS B SERIES
2001-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $28,000,000 48.2%
& Trust
JP Morgan Chase $25,000,000 43.1%
Citibank $5,000,000 8.6%
CLASS A SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $62,140,000 15.1%
WBNA - Main $55,150,000 13.3%
SEI Private $50,000,000 12.1%
Investments
US Bank NA $29,750,000 7.2%
Mellon Trust $28,500,000 6.9%
- 8 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $20,000,000 50.0%
JP Morgan Chase $13,000,000 32.5%
CGM/Salomon Bros. $6,400,000 16.0%
CLASS A SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $195,000,000 33.7%
State Street Bank
& Trust $121,250,000 20.9%
Northern Trust $96,000,000 16.6%
Mellon Trust $66,500,000 11.5%
Investors Bank $51,500,000 8.9%
CLASS B SERIES
2001-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $33,900,000 60.5%
& Trust
JP Morgan Chase $16,900,000 30.1%
Brown Bros. $5,200,000 9.2%
CLASS A SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $171,949,000 32.1%
State Street Bank $115,250,000 21.5%
& Trust
Citibank $76,690,000 14.3%
PNC Bank NA $33,500,000 6.2%
Mellon Trust $31,945,000 5.9%
- 9 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2001-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $22,000,000 42.3%
State Street Bank $18,000,000 34.6%
& Trust
Mellon Trust $10,000,000 19.2%
CLASS A SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $270,455,000 35.6%
Citibank $160,000,000 21.1%
State Street Bank $100,007,000 13.2%
& Trust
Bank of New York $99,041,000 13.0%
CLASS B SERIES
2002-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $44,000,000 59.8%
& Trust
JP Morgan Chase $17,600,000 23.9%
JP Morgan Chase/ $12,000,000 16.3%
CCS2
CLASS A SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $269,435,000 34.7%
State Street Bank
& Trust $206,970,000 26.7%
Bank of New York $174,315,000 22.5%
CITIDLRTEO $60,000,000 7.7%
CLASS B SERIES
2002-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mellon Trust $27,700,000 36.8%
JP Morgan Chase/ $10,000,000 13.3%
CCS2
- 10 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $342,340,000 45.10%
State Street Bank
& Trust $178,720,000 23.54%
Mellon Trust $83,595,000 11.01%
Bank of New York $50,000,000 6.59%
CLASS B SERIES
2002-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $333,005,000 43.9%
State Street Bank $172,410,000 22.7%
& Trust
Bank of New York/ $50,000,000 6.7%
SO GE
Citibank $40,800,000 5.4%
CLASS A SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Citibank $198,000,000 40.0%
US Bank NA $78,000,000 15.7%
JP Morgan Chase/ $25,000,000 5.1%
CCS2
CLASS B SERIES
2002-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $30,000,000 62.5%
Bank of America $17,650,000 36.7%
- 11 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mellon Trust $189,650,000 31.9%
JP Morgan Chase $110,240,000 18.5%
Bank of New York $72,250,000 12.2%
Bank of New York/ $60,000,000 10.1%
SO GE
State Street Bank $59,500,000 10.0%
& Trust
UBS SECLLC $50,000,000 8.4%
CLASS B SERIES
2002-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $20,000,000 34.7%
& Trust
JP Morgan Chase $18,000,000 31.2%
PNC Bank $9,000,000 15.6 %
Bank of Tokyo -
Mitsubishi $5,000,000 8.6%
Pershing $3,500,000 6.1%
CLASS A SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $273,220,000 35.9%
Mellon Trust $152,790,000 20.1%
State Street Bank $82,260,000 10.8%
& Trust
Citibank $69,500,000 9.2%
JP Morgan Chase/ $60,000,000 7.9%
CCS2
Bank of New York $56,880,000 7.5%
Investors Bank $46,825,000 6.2%
- 12 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2003-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Mellon Trust $40,000,000 54.3%
JP Morgan Chase/ $27,000,000 36.7%
CCS2
JP Morgan Chase $4,000,000 5.4%
CLASS A SERIES
2003-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $175,024,000 19.3%
& Trust
Bank of New York $99,594,000 10.9%
Citibank $74,000,000 8.2%
Mellon Trust $70,600,000 7.8%
JP Morgan Chase/ $50,000,000 5.5%
Broker
CLASS B SERIES
2003-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Sumi Trust $20,000,000 22.7%
Wells Bank NA $17,000,000 19.3%
Bank of New York $15,000,000 17.0%
Citibank $14,000,000 15.9%
JP Morgan Chase/ $12,000,000 13.6%
CCS2
Bank of New York/ $10,000,000 11.4%
Prudential
CLASS A SERIES
2003-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $217,750,000 35.2%
& Trust
JP Morgan Chase $180,150,000 29.1%
Bank of New York $63,900,000 10.3%
SEI Private $49,125,000 7.9%
Investments
JP Morgan Chase/ $32,000,000 5.2%
CCS2
- 13 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS B SERIES
2003-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $30,000,000 50.0%
Sumi Trust $10,000,000 16.7%
Citibank $9,000,000 15.0%
WBNA - Main $6,000,000 10.0%
JP Morgan Chase/ $5,000,000 8.3%
CCS2
CLASS A SERIES
2003-4 1.69%
ASSET BACKED
CERTIFICATES: State Street Bank $84,294,723 14.3%
& Trust
Northern Trust $75,515,333 12.8%
Mellon Trust $69,951,000 11.9%
JP Morgan Chase $61,840,000 10.5%
SSB Trust $46,205,000 7.8%
Bank of New York $36,537,890 6.2%
CLASS B SERIES
2003-4 1.90%
ASSET BACKED
CERTIFICATES: Bank of New York $18,000,000 44.1%
Mellon Trust $7,585,000 18.6%
JP Morgan Chase $5,320,000 13.0%
Brown Bros. $3,085,000 7.6%
Wachovia Bank NA $2,710,000 6.6%
SEI Private $2,150,000 5.3%
Investments
- 14 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $258,000,000 38.6%
Citibank $184,000,000 27.5%
State Street Bank $95,000,000 14.2%
& Trust
Wells Bank NA $35,000,000 5.2%
CLASS B SERIES
2004-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $19,740,000 32.7%
& Trust
Bank of New York $16,615,000 27.7%
JP Morgan Chase $10,775,000 17.9%
Mellon Trust $5,000,000 8.3%
Citibank $3,470,000 5.8%
Wells Bank NA $3,000,000 5.0%
CLASS A SERIES
2004-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: SSB Bank PFL $66,150,000 19.8%
JP Morgan Chase $61,550,000 18.4%
Brown Bros. $60,400,000 18.1%
Wachovia Bank NA $50,000,000 14.9%
Bank of New York $30,500,000 9.1%
Bank of New York/ $25,000,000 7.5%
Barclays
CLASS B SERIES
2004-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank
& Trust $18,000,000 60.0%
Bank of New York $12,000,000 40.0%
- 15 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-2 4.35%
ASSET BACKED
CERTIFICATES: Mellon Trust $131,190,000 25.1%
JP Morgan Chase $116,300,000 22.3%
Bank of New York $76,860,000 14.7%
State Street Bank $75,205,000 14.4%
& Trust
Northern Trust $33,895,000 6.5%
CLASS B SERIES
2004-3 4.55%
ASSET BACKED
CERTIFICATES: State Street Bank $12,500,000 41.6%
& Trust
JP Morgan Chase $8,720,000 29.1%
Bank of New York $3,550,000 11.8%
Bank of America $3,230,000 10.8%
Merrill Lynch $2,000,000 6.7%
CLASS A SERIES
2004-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $259,460,000 28.2%
Citibank $56,845,000 6.2%
CLASS B SERIES
2004-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $32,575,000 39.5%
Bank of New York $18,000,000 21.8%
Citibank $11,350,000 13.6%
Alaska USA $10,000,000 12.1%
State Street Bank - $5,000,000 6.1%
PFL
- 16 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2004-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $245,000,000 29.3%
& Trust
LaSalle Bank $132,400,000 15.9%
Northern Trust $73,000,000 8.7%
CLASS B SERIES
2004-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $43,850,000 58.5%
Citibank $16,150,000 21.5%
State Street Bank $9,000,000 12.0%
& Trust
Brown Bros. $6,000,000 8.0%
CLASS A SERIES
2005-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $132,115,000 26.4%
LaSalle Bank $79,960,000 15.9%
Mellon Trust $72,095,000 14.4%
Northern Trust $70,975,000 14.2%
State Street Bank $57,345,000 11.4%
& Trust
CLASS B SERIES
2005-1 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank - $19,000,000 42.2%
PFL
JP Morgan Chase $10,000,000 22.2%
Citibank $10,000,000 22.2%
- 17 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2005-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $210,000,000 41.9%
JP Morgan Chase $165,000,000 32.9%
Brown Bros. $75,000,000 14.9%
US Bank NA $41,000,000 8.2%
CLASS B SERIES
2005-2 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $19,000,000 42.2%
Citibank $12,000,000 26.7%
JP Morgan Chase/ $7,000,000 15.5%
Broker
Bank of New York/ $7,000,000 15.5%
Barclays
CLASS A SERIES
2005-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: JP Morgan Chase $135,421,000 23.2%
Mellon Trust $112,302,000 19.2%
Bank of New York $70,100,000 11.9%
Citibank $41,000,000 7.0%
Investors Bank $38,400,000 6.6%
CLASS B SERIES
2005-3 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank - $28,500,000 54.3%
PFL
CGM/Salomon Bros. $17,000,000 32.2%
JP Morgan Chase $7,000,000 13.3%
- 18 -
Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2005-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $163,500,000 39.2%
SEI Private $73,000,000 17.5%
Investments
JP Morgan Chase $53,000,000 12.7%
State Street Bank $50,000,000 11.9%
& Trust
Brown Bros. $30,000,000 7.2%
Citibank $26,000,000 6.2%
CLASS B SERIES
2005-4 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $22,500,000 60.0%
& Trust
Alaska USA $4,000,000 10.7%
CLASS A SERIES
2005-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Northern Trust $274,555,000 29.9%
JP Morgan Chase $173,305,000 18.9%
Citibank $83,300,000 9.1%
Bank of New York $68,175,000 7.4%
Investors Bank $60,425,000 6.6%
CLASS B SERIES
2005-5 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank - $30,000,000 36.4%
PFL
Citibank $26,000,000 31.5%
Bank of New York $10,000,000 12.1%
Mellon Trust $10,000,000 12.1%
JP Morgan Chase/ $6,500,000 7.9%
CCS2
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Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2005-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $169,130,000 28.9%
& Trust
Bank of New York $115,510,000 19.8%
JP Morgan Chase $94,500,000 16.2%
Northern Trust $69,600,000 11.9%
Citibank $54,015,000 9.2%
Mellon Trust $51,600,000 8.8%
CLASS B SERIES
2005-6 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $20,000,000 38.1%
State Street Bank $18,000,000 34.3%
& Trust
JP Morgan Chase $13,000,000 24.8%
CLASS A SERIES
2005-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: Bank of New York $289,500,000 49.5%
JP Morgan Chase $165,500,000 28.3%
State Street Bank $83,000,000 14.2%
& Trust
CLASS B SERIES
2005-7 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank $21,200,000 40.4%
& Trust
Citibank $10,000,000 19.0%
Mellon Trust $10,000,000 19.0%
Bank of New York/ $10,000,000 19.0%
Barclays
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Principal
Amount of Percent
Name Certificates of Class
---- ------------ --------
CLASS A SERIES
2005-8 FLOATING
RATE ASSET
BACKED
CERTIFICATES: UBS AG $198,000,000 47.4%
JP Morgan Chase $108,000,000 25.9%
Northern Trust $86,000,000 20.6%
CLASS B SERIES
2005-8 FLOATING
RATE ASSET
BACKED
CERTIFICATES: State Street Bank - $20,000,000 53.3%
PFL
JP Morgan Chase $9,000,000 24.0%
Alaska USA $8,500,000 22.7%
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, a New York banking corporation, acts as trustee
under the Agreement. TRS and its affiliates may from time to time enter
into normal banking and trustee relationships with the Bank of New
York.
Item 14. Principal Accountant Fees and Services
Not Applicable.
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PART IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) (1) Not Applicable.
(2) Not Applicable.
(3) The exhibits filed in response to Item 601 of Regulation S-K
are listed in the Exhibit Index.
(b) The exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index.
(c) Not Applicable.
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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,
Depositor of the Trust
By: /s/ Maureen Ryan
-----------------------
Maureen Ryan
President
By: AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION III LLC,
Depositor of the Trust
By: /s/ Andrea J. Moss
-----------------------
Andrea J. Moss
President
By: AMERICAN EXPRESS RECEIVABLES
FINANCING CORPORATION IV LLC,
Depositor of the Trust
By: /s/ Daniel L. Follett
------------------------
Daniel L. Follett
President
Date: March 13, 2006
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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, as amended and
restated as of January 1, 2006.
4.2 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).
4.3 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).
4.4 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).
4.5 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).
4.6 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).
4.7 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).
4.8 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).
4.9 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).
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4.10 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).
4.11 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).
4.12 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 19, 2002, File No. 000-20787).
4.13 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).
4.14 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).
4.15 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).
4.16 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).
4.17 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).
4.18 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).
4.19 Series 2004-2 Supplement to the Pooling and Servicing Agreement, dated
June 2, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated June 2, 2004, File No. 000-20787).
4.20 Series 2004-3 Supplement to the Pooling and Servicing Agreement, dated
June 2, 2004 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated June 2, 2004, File No. 000-20787).
4.21 Series 2004-4 Supplement to the Pooling and Servicing Agreement, dated
August 17, 2004 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 17, 2004, File No. 000-20787).
- 25 -
4.22 Series 2004-5 Supplement to the Pooling and Servicing Agreement, dated
September 23, 2004 (incorporated by reference to Exhibit 4.2 of Form
8-K, dated September 21, 2004, File No. 000-20787).
4.23 Series 2005-1 Supplement to the Pooling and Servicing Agreement, dated
March 24, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated March 24, 2005, File No. 000-20787).
4.24 Series 2005-2 Supplement to the Pooling and Servicing Agreement, dated
March 24, 2005 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated March 24, 2005, File No. 000-20787).
4.25 Series 2005-3 Supplement to the Pooling and Servicing Agreement, dated
June 17, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated June 17, 2005, File No. 000-20787).
4.26 Series 2005-4 Supplement to the Pooling and Servicing Agreement, dated
June 17, 2005 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated June 17, 2005, File No. 000-20787).
4.27 Series 2005-5 Supplement to the Pooling and Servicing Agreement, dated
July 21, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated July 21, 2005, File No. 000-20787).
4.28 Series 2005-6 Supplement to the Pooling and Servicing Agreement, dated
August 18, 2005 (incorporated by reference to Exhibit 4.1 of Form 8-K,
dated August 22, 2005, File No. 000-20787).
4.29 Series 2005-7 Supplement to the Pooling and Servicing Agreement, dated
August 18, 2005 (incorporated by reference to Exhibit 4.2 of Form 8-K,
dated August 22, 2005, File No. 000-20787).
4.30 Series 2005-8 Supplement to the Pooling and Servicing Agreement, dated
November 22, 2005 (incorporated by reference to Exhibit 4.1 of Form
8-K, dated November 22, 2005, File No. 000-20787).
10.1 Form of American Express Receivables Financing Corporation 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).
10.2 Receivables Purchase Agreement, dated April 16, 2004, between American
Express Centurion Bank and American Express Receivables Financing
Corporation III LLC (incorporated by reference to Exhibit 4.3 of Form
8-K, dated April 16, 2004, File No. 000-20787).
10.3 Receivables Purchase Agreement, dated April 16, 2004, between American
Express Bank, FSB and American Express Receivables Financing
Corporation IV LLC (incorporated by reference to Exhibit 4.4 of Form
8-K, dated April 16, 2004, File No. 000-20787).
- 26 -
31.1* Certification of Maureen Ryan pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2* Certification of Andrea J. Moss pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.3* Certification of Daniel L. Follett pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
99.1* Annual Servicer Compliance Statement.
99.2* Annual Accountant's Report of PricewaterhouseCoopers LLP.
99.3* Report Containing Aggregated Information for 2005.
- 27 -