UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 30 OF THE INVESTMENT
COMPANY ACT OF 1940 AND SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended March 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to ________
Commission File No. 2-23772
American Express Certificate Company
(Exact name of registrant as specified in its charter)
Delaware 41-6009975
(State or other jurisdiction of incorporation (I.R.S. Employer or
organization) Identification No.)
52 AXP Financial Center
Minneapolis, Minnesota 55474
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 671-3131
------------------
None
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No _____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes _____ No __X__
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at May 10, 2004
- ------------------------------------------ -----------------------------
Common Shares (par value $10 per share) 150,000 shares
American Express Certificate Company (AECC) is a wholly-owned subsidiary of
American Express Financial Corporation (AEFC), which is a wholly-owned
subsidiary of American Express Company, and AECC meets the conditions set forth
in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing
this Form with the reduced disclosure format.
AMERICAN EXPRESS CERTIFICATE COMPANY
FORM 10-Q
INDEX
Page No.
Part I. Financial Information:
Item 1. Financial Statements
Balance Sheets - March 31, 2004 and December
31, 2003 1
Statements of Income - Three months ended
March 31, 2004 and 2003 2
Statements of Cash Flows - Three months ended
March 31, 2004 and 2003 3
Statements of Comprehensive Income - Three
months ended March 31, 2004 and 2003 4
Notes to Financial Statements 5-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
Item 4. Controls and Procedures 10
Part II. Other Information 11
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index E-1
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
AMERICAN EXPRESS CERTIFICATE COMPANY
BALANCE SHEETS
(thousands)
March 31, 2004 December 31, 2003
--------------------- -------------------
(Unaudited)
Assets
Qualified Assets
Cash and cash equivalents $ 48,743 $ 25,099
Investments in unaffiliated issuers 5,183,626 4,994,641
Equity index options 127,269 153,162
Receivables 49,078 43,953
--------------------- -------------------
Total qualified assets 5,408,716 5,216,855
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Other Assets
Due from AEFC for federal income taxes 38,645 22,963
Deferred distribution fees and other 6,279 6,453
Deferred taxes, net - 9,321
--------------------- -------------------
Total other assets 44,924 38,737
--------------------- -------------------
--------------------- -------------------
Total assets $ 5,453,640 $ 5,255,592
--------------------- -------------------
Liabilities and Shareholder's Equity
Liabilities
Certificate reserves $ 4,955,342 $ 4,787,817
Accounts payable and accrued liabilities 134,362 144,562
Deferred taxes, net 8,966 -
--------------------- -------------------
Total liabilities 5,098,670 4,932,379
--------------------- -------------------
Shareholder's equity
Common stock 1,500 1,500
Additional paid-in-capital 313,844 323,844
Accumulated deficit (34,397) (46,357)
Accumulated other comprehensive income - net of tax 74,023 44,226
--------------------- -------------------
Total shareholder's equity 354,970 323,213
--------------------- -------------------
Total liabilities and shareholder's equity $ 5,453,640 $ 5,255,592
--------------------- -------------------
See Notes to Financial Statements.
-1-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF INCOME
(thousands)
(Unaudited)
Three Months Ended
March 31,
----------------------------------------
2004 2003
----------------- ------------------
Investment income $ 59,041 $ 59,303
Investment expenses (11,627) (10,540)
----------------- ------------------
Net investment income before provision for
certificate reserves and income tax provision 47,414 48,763
Net provision for certificate reserves (28,935) (25,328)
----------------- ------------------
Net investment income before income tax provision 18,479 23,435
Income tax provision (6,360) (7,808)
----------------- ------------------
Net investment income 12,119 15,627
----------------- ------------------
Net realized (loss) gain on investments (244) 1,546
Income tax benefit (provision) 85 (541)
----------------- ------------------
Net realized (loss) gain on investments (159) 1,005
----------------- ------------------
Net income $ 11,960 $ 16,632
----------------- ------------------
See Notes to Financial Statements.
-2-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF CASH FLOWS
(thousands)
(Unaudited)
Three Months Ended
March 31,
-----------------------------------------
2004 2003
------------------ -------------------
Cash Flows from Operating Activities
Net income $ 11,960 $ 16,632
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Interest added to certificate loans (132) (161)
Amortization of premiums/discounts - net 4,938 1,164
Provision (benefit) for deferred taxes 2,242 (2,828)
Net deferred distribution fees 174 378
Net realized (gain) loss on equity index options (2,617) 4,087
Net realized loss (gain) on investments 244 (1,546)
(Increase) decrease in dividends and interest receivable (2,917) 770
Change in other assets and liabilities, net (16,978) (15,239)
------------------ -------------------
Net cash (used in) provided by operating activities (3,086) 3,257
------------------ -------------------
Cash Flows from Investing Activities
Available-for-Sale investments:
Sales 25,544 953,678
Maturities and redemptions 170,714 375,915
Purchases (350,172) (1,321,586)
Other investments:
Sales 70,362 14,101
Maturities and redemptions 32,904 20,202
Purchases (98,142) (56,938)
Certificate loans:
Payments 536 756
Fundings (406) (422)
Changes in amounts due to and from brokers, net 16,813 263,081
------------------ -------------------
Net cash (used in) provided by investing activities (131,847) 248,787
------------------ -------------------
Cash Flows from Financing Activities
Payments from certificate owners 649,787 483,045
Net provision for certificate reserves 28,935 25,328
Certificate maturities and cash surrenders (510,145) (508,569)
Return of capital payment to AEFC (10,000) -
------------------ -------------------
Net cash provided by (used in) financing activities 158,577 (196)
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Net increase in cash and cash equivalents 23,644 251,848
Cash and cash equivalents beginning of period 25,099 240,323
------------------ -------------------
Cash and cash equivalents end of period $ 48,743 $ 492,171
------------------ -------------------
See Notes to Financial Statements.
-3-
AMERICAN EXPRESS CERTIFICATE COMPANY
STATEMENTS OF COMPREHENSIVE INCOME
(thousands)
(Unaudited)
Three Months Ended
March 31,
--------------------------------------
2004 2003
------------------ -----------------
Net income $ 11,960 $ 16,632
Other comprehensive income
Unrealized gains (losses) on Available-for-Sale securities:
Unrealized holding gains (losses) arising during period 44,647 (18,072)
Income tax (provision) benefit (15,626) 6,325
------------------ -----------------
Net unrealized holding gains (losses) arising during period 29,021 (11,747)
------------------ -----------------
Reclassification adjustment for gains included in net income (202) (2,537)
Income tax provision 71 888
------------------ -----------------
Net reclassification adjustment for gains included in net income (131) (1,649)
------------------ -----------------
Net unrealized gains (losses) on Available-for-Sale securities 28,890 (13,396)
------------------ -----------------
Unrealized losses on interest rate swaps:
Unrealized losses arising during the period (245) (2,089)
Income tax benefit 86 732
------------------ -----------------
Net unrealized holding losses arising during period (159) (1,357)
------------------ -----------------
Reclassification adjustment for losses included in net income 1,640 1,019
Income tax benefit (574) (357)
------------------ -----------------
Net reclassification adjustment for losses included in net income 1,066 662
------------------ -----------------
Net unrealized gains (losses) on interest rate swaps 907 (695)
------------------ -----------------
Net other comprehensive income (loss) 29,797 (14,091)
------------------ -----------------
Total comprehensive income $ 41,757 $ 2,541
------------------ -----------------
See Notes to Financial Statements.
-4-
AMERICAN EXPRESS CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying Financial Statements should be read in conjunction with
the financial statements in the Annual Report on Form 10-K of American
Express Certificate Company (AECC) for the year ended December 31, 2003.
Certain reclassifications of prior period amounts have been made to conform
to the current presentation.
The interim financial information in this report has not been audited. In
the opinion of management, all adjustments necessary for a fair
presentation of the financial position and results of operations for the
interim periods have been made. All adjustments made were of a normal,
recurring nature. Results of operations reported for interim periods are
not necessarily indicative of results for the entire year.
Recently Issued Accounting Standards
In November 2003, the FASB ratified a consensus on the disclosure
provisions of Emerging Issues Task Force (EITF) Issue 03-1, "The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments." AECC complied with the disclosure provisions of this rule in
Note 3 to the Consolidated Financial Statements included in its Annual
Report on Form 10-K for the year ended December 31, 2003. In March 2004,
the FASB reached a consensus regarding the application of a three-step
impairment model to determine whether cost method investments are
other-than-temporarily impaired. AECC is currently evaluating the impact of
adopting the provisions of this rule which are required to be applied
prospectively to all current and future investments for reporting periods
beginning after June 15, 2004.
2. Investments in Unaffiliated Issuers
Investments in unaffiliated issuers at March 31, 2004 and December 31, 2003 were:
March 31, December 31,
2004 2003
---------------------- ----------------------
(Thousands) (Unaudited)
Available-for-Sale securities, at fair value
(cost: 2004, $4,584,762; 2003, $4,435,647) $ 4,703,286 $ 4,509,726
First mortgage loans on real estate and other loans, at cost
(fair value: 2004, $494,655; 2003, $493,798) 465,783 469,309
Certificate loans - secured by certificate reserves, at cost,
which approximates fair value 14,557 15,606
---------------------- ----------------------
Total $ 5,183,626 $ 4,994,641
====================== ======================
-5-
AMERICAN EXPRESS CERTIFICATE COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Gross realized gains and losses on sales and losses recognized for
other-than-temporary investments of securities classified as
Available-for-Sale, using the specific identification method, were as
follows for the three months ended March 31, 2004 and 2003:
March 31, March 31,
2004 2003
---------------------- ----------------------
(Millions)
Gross realized gains on sales $ 1.1 $ 36.4
Gross realized losses on sales $ (0.7) $ (1.0)
Realized (losses) recognized for other-than-temporary
impairments $ (0.2) $ (32.9)
3. Comprehensive Income
Comprehensive income is defined as the aggregate change in shareholder's
equity, excluding changes in ownership interests. It is the sum of net
income and changes in unrealized gains or losses on Available-for-Sale
securities and unrealized gains or losses on derivatives. The components of
comprehensive income, net of related tax, for the three months ended March
31, 2004 and 2003 are reflected in the accompanying Statements of
Comprehensive Income.
4. Taxes and Certificate Maturities and Surrenders through Loan Reductions
Net income taxes paid during the three months ended March 31, 2004 and 2003
were $19.5 million and $18.4 million, respectively. Certificate maturities
and surrenders through loan reductions during the three months ended March
31, 2004 and 2003 were $1.1 million and $0.6 million, respectively.
5. Commitments and Contingencies
At March 31, 2004 and 2003, commitments for fundings of first mortgage
loans on real estate, at market interest rates, were $4.7 million and $3.5
million, respectively. AECC holds the mortgage document, which gives it the
right to take possession of the property if the borrower fails to perform
according to the terms of the agreements. AECC employs policies and
procedures to ensure the creditworthiness of the borrowers and that funds
will be available on the funding date. AECC's first mortgage loans on real
estate fundings are restricted to 80 percent or less of the market value of
the real estate at the time of the loan funding.
AECC is a party to litigation and arbitration proceedings in the ordinary
course of its business. The outcome of any litigation or threatened
litigation cannot be predicted with any certainty. However, in the
aggregate, AECC does not consider any lawsuits in which it is named as a
defendant to have a material impact on AECC's financial position or
operating results.
-6-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
American Express Certificate Company (AECC) is a wholly-owned subsidiary of
American Express Financial Corporation (AEFC), which is a wholly-owned
subsidiary of American Express Company. AECC is registered as an investment
company under the Investment Company Act of 1940 ("the 1940 Act") and is in the
business of issuing face-amount investment certificates. Face-amount
certificates issued by AECC entitle the certificate owner to receive at maturity
a stated amount of money and interest or credits declared from time to time by
AECC, at its discretion. The certificates issued by AECC are not insured by any
government agency. AECC's certificates are sold primarily by American Express
Financial Advisors Inc. (AEFAI), and American Express Bank Ltd. (AEBL), both
affiliates of AECC. AEFAI is registered as a broker-dealer in all 50 states, the
District of Columbia and Puerto Rico. AEFC acts as investment advisor for AECC.
AECC follows accounting principles generally accepted in the United States
(GAAP).
Certain of the statements below are forward looking statements within the
meaning of the Private Securities Litigation Reform Act. See the Forward-Looking
Statements section on page 10.
Results of Operations for the Three Months Ended March 31, 2004 and 2003
AECC's net income decreased $4.7 million or 28 percent reflecting lower net
investment income, which was primarily due to higher net provision for
certificate reserves, and a net realized loss on investments as compared to a
net realized gain on investments for the same period a year ago.
Net provision for certificate reserves increased $3.6 million or 14 percent
reflecting the effect on stock market certificates of appreciation in the S&P
500 this period versus depreciation during the same period last year, partially
offset by lower interest crediting rates on the interest rate sensitive portion
of AECC's certificate reserves.
For the first quarter of 2004, $1.1 million of gross realized gains from sales
of securities classified as Available-for-Sale were offset by $0.9 million of
impairments and losses. Included in these total investment losses are $0.7
million of gross realized losses from sales of securities, as well as $0.2
million of other-than-temporary investment impairment losses, classified as
Available-for-Sale. For the first quarter of 2003, $36.4 million of gross
realized gains from sales of securities classified as Available-for-Sale were
mostly offset by $1 million of gross realized losses from sales of securities,
as well as $32.9 million of other-than-temporary investment impairment losses,
classified as Available-for-Sale.
Impact of Recent Market Volatility on Results of Operations
AECC is exposed to risk associated with fluctuating interest payments for
certain certificate products tied to the London Interbank Offering Rate (LIBOR)
as such certificate product interest crediting rates reset at shorter intervals
than the changes in the investment portfolio yield related to new investments
and reinvestments. Therefore, AECC's spreads may be negatively impacted by
increases in the general level of interest rates. AECC may hedge the risk of
rising interest rates by entering into pay-fixed, receive-variable (LIBOR-based)
interest rate swaps that convert fluctuating interest crediting rate payments to
fixed payments, effectively protecting AECC from unfavorable interest rate
movements.
-7-
The interest rate swaps are designated and accounted for as cash flow hedges in
accordance with Statement of Financial Accounting Standards No. 133. At March
31, 2004, AECC had $300 million notional of interest rate swaps expiring at
various dates from January 2005 through February 2005. At December 31, 2003,
AECC had $900 million notional of interest rate swaps outstanding, $600 million
of which expired during the first quarter of 2004.
AECC is also exposed to risk associated with fluctuations in the S&P 500 stock
market index for three series of certificate products. Such amounts credited to
the certificate owners' accounts are tied to the relative change in the S&P 500
stock market index between the beginning and end of the certificates' terms.
AECC purchases and writes equity index options in order to meet such
obligations. The recent and relative appreciation in the S&P 500 index caused a
relatively substantial increase in AECC's provision for certificate reserves,
which was effectively offset by an increase in net pretax gains on equity index
options, which are reflected in investment income.
The ratio of shareholder's equity, excluding accumulated other comprehensive
(loss) income net of tax, to total assets less certificate loans and net
unrealized holding gains and losses on Available-for-Sale securities (the
Capital-to-Assets-Ratio) was 5.3 percent and 5.4 percent at March 31, 2004 and
December 31, 2003, respectively. In accordance with an informal agreement
established with the Commissioner of Commerce for the State of Minnesota, AECC
has agreed to maintain, at all times, a minimum Capital-to-Assets Ratio of 5
percent.
Liquidity and Capital Resources
AECC's principal sources of cash are receipts from sales of face amount
certificates and net cash flows from investments. AECC's principal uses of cash
are payments to certificate owners for matured and surrendered certificates,
purchases of investments and return of capital or dividend payments to AEFC.
Cash received from sales of certificates totaled $649.8 million during the first
quarter of 2004 compared to $483 million during the same period a year ago.
Certificate maturities and cash surrenders totaled $510.1 million during the
first quarter of 2004, compared to $508.6 million during the same period a year
ago.
AECC, as an issuer of face-amount certificate products, is impacted whenever
there is a change in interest rates as certificate product interest crediting
rates reset at shorter intervals than changes in yields on AECC's investments.
In view of continued uncertainty in investment markets and due to the short-term
repricing nature of certificate products, AECC continues to invest in securities
that provide for more immediate, periodic interest and principal payments,
resulting in improved liquidity. To accomplish this, AECC continues to invest
much of its cash flow in intermediate-term bonds and mortgage-backed securities.
In addition, AECC enters into interest rate swap contracts that effectively
lengthen the rate reset interval on certificate products. Also, on three series
of AECC's certificates, interest is credited to certificate owners' accounts
based upon the relative change in a major stock market index between the
beginning and end of the certificates' terms. To meet the obligations related to
the provisions of these certain certificates, AECC purchases and writes index
options on a major stock market index and, from time to time, enters into
futures contracts.
AECC's investment program is designed to maintain an investment portfolio that
will produce an above average after-tax yield within acceptable risk and
liquidity parameters. AECC's investment program
-8-
also considers investment securities as investments acquired to meet anticipated
certificate owner obligations.
Debt securities and marketable equity securities are classified as
Available-for-Sale and are carried at fair value. Such Available-for-Sale
classification does not mean AECC expects to sell these securities, but rather
these securities are available to meet possible liquidity needs should there be
significant changes in market interest rates or certificate owner redemptions.
Cash (used in) provided by investing activities was ($131.8 million) and $248.8
million during the first quarters of 2004 and 2003, respectively. This change
reflects lower sales, maturities and purchases of Available-for-Sale
investments, higher sales, maturities and purchases of other investments, and a
relatively lower favorable impact from changes in amounts due to and from
brokers.
Cash provided by (used in) financing activities was $158.6 million and ($0.2
million) during the first quarters of 2004 and 2003, respectively. This change
reflects an increase in net certificate product inflows of $168.8 million,
partially offset by a first quarter 2004 $10 million return of capital payment
to AEFC.
Investments include $204.6 million, $190.4 million and $120.1 million of below
investment grade securities (excluding net unrealized appreciation and
depreciation) at March 31, 2004, December 31, 2003 and March 31, 2003,
respectively. These investments represent 4.1 percent, 3.9 percent and 2.6
percent of AECC's investment portfolio at March 31, 2004, December 31, 2003 and
March 31, 2003, respectively. These investments may be subject to a higher
degree of risk than the investment grade issues because of the borrower's
generally greater sensitivity to adverse economic conditions, such as recession
or increasing interest rates, and in certain instances, the lack of an active
secondary market. Expected returns on below investment grade securities reflect
consideration of such factors. AECC has identified certain investments for which
a decline in fair value has been determined to be other than temporary, and has
written such securities down to fair value with a charge to net income.
OTHER REPORTING MATTERS
Accounting Developments
See "Recently Issued Accounting Standards" section of Note 1 to the Financial
Statements.
-9-
ITEM 4. CONTROLS AND PROCEDURES
AECC's management, with the participation of the AECC's Chief Executive Officer
and Chief Financial Officer, has evaluated the effectiveness of AECC's
disclosure controls and procedures (as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of the end of the period covered by this report. Based on
such evaluation, AECC's Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, AECC's disclosure controls and
procedures are effective. There have not been any changes in AECC's internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during AECC's first fiscal quarter that have
materially affected, or are reasonably likely to materially affect, AECC's
internal control over financial reporting.
Forward-Looking Statements
This report includes forward-looking statements, which are subject to risks and
uncertainties. The words "believe," "expect," "anticipate," "optimistic,"
"intend," "plan," "aim," "will," "should," "could," "likely," and similar
expressions are intended to identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date on which they are made. AECC undertakes no obligation
to update or revise any forward-looking statements. Factors that could cause
actual results to differ materially from these forward-looking statements
include, but are not limited to: AECC's ability to successfully implement a
business model that allows for significant net income growth based on revenue
growth that is lower than historical levels, including the ability to improve
its operating expense to revenue ratio both in the short-term and over time,
which will depend in part on the effectiveness of reengineering and other cost
control initiatives, as well as factors impacting AECC's revenues; AECC's
ability to grow its business, over time, which will depend on AECC's ability to
manage its capital needs and the effect of business mix; the ability to increase
investment spending, which will depend in part on the equity markets and other
factors affecting revenues, and the ability to capitalize on such investments to
improve business metrics; the accuracy of certain critical accounting estimates,
including the fair value of the assets in AECC's investment portfolio (including
those investments that are not readily marketable), fluctuation in the equity
and fixed income markets, which can affect the amount and types of certificate
products sold by AECC, potential deterioration in AECC's high-yield and other
investments, which could result in further losses in AECC's investment
portfolio; the ability of AECC to sell certain high-yield investments at
expected values and within anticipated timeframes and to maintain its high-yield
portfolio at certain levels in the future; and spreads in the certificate
businesses; credit trends and the rate of bankruptcies, which can affect returns
on AECC's investment portfolios; fluctuations in foreign currency exchange
rates, which could affect commercial activities, among other businesses, or
restrictions on convertibility of certain currencies; changes in laws or
government regulations, including tax laws affecting AECC's businesses or that
may affect the sales of the products and services that it offers, and regulatory
activity in the areas of customer privacy, consumer protection, business
continuity and data protection; the adoption of recently issued accounting rules
related to the consolidation of variable interest entities, including those
involving collateralized debt obligations and secured loan trusts, that AECC
invests in, which could affect both AECC's balance sheet and results of
operations; and outcomes and costs associated with litigation and compliance and
regulatory matters. A further description of these and other risks and
uncertainties can be found in AECC's Annual Report on Form 10-K for the year
ended December 31, 2003 and its other reports filed with the SEC.
-10-
PART II. OTHER INFORMATION
AMERICAN EXPRESS CERTIFICATE COMPANY
Item 1. Legal Proceedings
AECC is a party to litigation and arbitration proceedings in the
ordinary course of its business. The outcome of any litigation or
threatened litigation cannot be predicted with any certainty. However,
in the aggregate, AECC does not consider any lawsuits in which it is
named as a defendant to have a material impact on AECC's financial
position or operating results.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
See Exhibit Index on page E-1 hereof.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by AECC during the
quarterly period ended March 31, 2004.
-11-
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 CERTIFICATE COMPANY
(Registrant)
Date: May 10, 2004 By /s/ Paula R. Meyer
-----------------------------------
Paula R. Meyer
Chief Executive Officer
Date: May 10, 2004 By /s/ Brian J. McGrane
-----------------------------------
Brian J. McGrane
Vice President and Chief Financial
Officer
-12-
EXHIBIT INDEX
The following exhibits are filed as part of this Quarterly Report:
Exhibit Description
31.1 Certification of Paula R. Meyer pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended.
31.2 Certification of Brian J. McGrane pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended.
32.1 Certification of Paula R. Meyer and Brian J. McGrane pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
E-1