UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-K

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20162017

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from                    to                    

 

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

(Exact name of Issuing Entity as specified in its charter)

 

 

 

American Express

Receivables

Financing

Corporation III LLC

 

American Express

Receivables

Financing

Corporation IV LLC

(Exact name of Depositor

as specified in its charter)

 

(Exact name of Depositor

as specified in its charter)

 

American Express

Centurion Bank

 

American Express

Bank, FSB

(Exact name of Sponsor as

specified in its charter)

 

(Exact name of Sponsor as

specified in its charter)

Commission File Number of Issuing Entity:000-20787-07

Central Index Key Number of Issuing Entity: 0001003509

 

Commission File Number

of Depositor:

 

Commission File Number

of Depositor:

333-113579-02 333-113579-01

Central Index Key Number

of Depositor:

 

Central Index Key Number

of Depositor:

0001283434 0001283435

Central Index Key Number

of Sponsor:

 

Central Index Key Number

of Sponsor:

0000949348 0001647722

 

New York Not Applicable

(State or other Jurisdiction of

Incorporation or Organization

of the Issuing Entity)

 

(I.R.S. Employer

Identification Number

of the Issuing Entity)

c/o The Bank of New York Mellon

Corporate Trust

101 Barclay Street

New York, New York

 10286

(Address of the Principal Executive Offices

of the Issuing Entity)

 

(Zip Code of the

Issuing Entity)

(212)815-6258

(Telephone Number, including area code

of the Issuing Entity,

c/o The Bank of New York Mellon)

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  ☒

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  ☒

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  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  ☐    NO  ☐ [Rule

[Rule 405 of RegulationS-T is not applicable.]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer ☒  (Do not check if a smaller reporting company)  Smaller reporting company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  YES  ☐    NO  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).    YES  ☐    NO  ☒

Registrant has no voting ornon-voting common equity outstanding held bynon-affiliates.

 

 

DOCUMENTS INCORPORATED BY REFERENCE: NONE

 

 

 


PART I

The following Items have been omitted in accordance with General Instruction J toForm10-K:

 

Item 1.Business.

 

Item 1A.Risk Factors.

 

Item 2.Properties.

 

Item 3.Legal Proceedings.

 

Item 1B.Unresolved Staff Comments.

Not Applicable.

 

Item 4.Mine Safety Disclosures.

Not Applicable.

Substitute Information provided in accordance with General Instruction J toForm10-K:

Item 1112(b) of Regulation AB: Significant obligors of pool assets (Financial information).

The pool assets held by the American Express Credit Account Master Trust (the “Trust”) do not include any significant obligors.

Item 1114(b)(2) of Regulation AB: Credit enhancement and other support, except for certain derivatives instruments (Financial information).

Based on the standards set forth in Item 1114(b) of Regulation AB, no information is required in response to this Item.

Item 1115(b) of Regulation AB: Certain derivatives instruments (Financial information).

Based on the standards set forth in Item 1115(b) of Regulation AB, no information is required in response to this Item.

Item 1117 of Regulation AB: Legal proceedings.

In the ordinary course of business, American Express Company and its subsidiaries (“the Company”American Express”) are subject to various claims, investigations, examinations, pending and potential legal actions, arbitration proceedings, claims, investigations, examinations, information gathering requests, subpoenas, inquiries and other matters relating to compliance with laws and regulations (collectively, legal proceedings). During the last several years, as regulatory interest in credit card network pricing to merchants or terms of merchant rules and contracts has increased, American Express has responded to many inquiries from banking and competition authorities around the world. In addition, the Department of Justice and various merchants have initiated legal proceedings to challenge aspects of American Express’ card acceptance agreements with merchants on antitrust grounds.

In 2010, the DOJ, along with Attorneys General from Arizona, Connecticut, Hawaii (Hawaii has since withdrawn its claim), Idaho, Illinois, Iowa, Maryland, Michigan, Missouri, Montana, Nebraska, New Hampshire, Ohio, Rhode Island, Tennessee, Texas, Utah and Vermont filed a complaint in the U.S. District Court for the Eastern District of New York against the Company, MasterCard International Incorporated and Visa, Inc.,American Express alleging a violation of Section 1 of the Sherman Antitrust Act (the DOJ case).Act. The complaint included allegations that provisions in the Company’sAmerican Express’ merchant agreements prohibiting merchants from steering a customer to use another network’s card or another type of general-purpose card (“anti-steering” andand “non-discrimination”“non-discrimination” contractual provisions) violate the antitrust laws. The complaint sought a judgment permanently enjoining the CompanyAmerican Express from enforcing itsits non-discrimination contractual provisions. The complaint did not seek monetary damages.

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Following anon-jury trial in the DOJ case,trial, the trial court found that the challenged provisions were anticompetitive and on April 30, 2015, the court issued a final judgment entering a permanent injunction. Following the Company’sAmerican Express’ appeal of this judgment, on September 26, 2016, the Court of Appeals for the Second Circuit reversed the trial court decision and directed the trial court to enter a judgment forin favor of American Express. Following denial of rehearing en banc by the Court of Appeals for the Second Circuit, the trial courtExpress was entered judgment for the Company on January 25, 2017. The DOJEleven of the 17 states that are party to the case filed a petition with the Supreme Court seeking a review of the Second Circuit’s decision. On October 16, 2017, the Supreme Court granted certiorari and states may seek further review byoral argument was held on February 26, 2018 in the U.S. Supreme Court.case, now captionedOhio v. American Express Co.


In addition, to the DOJ case, individual merchant cases and a putative class action, which were consolidated in 2011 and collectively captionedIn re: American Express Anti-Steering Rules Antitrust Litigation (II), are pending in the Eastern District of New York against the CompanyAmerican Express alleging that its anti-steering provisions in merchant card acceptance agreements violate U.S. antitrust laws. The individual merchant cases seek damages in unspecified amounts and injunctive relief. These matters, including a trial previously scheduled in the individual merchant cases, had been stayed pending resolution of the appeal in the DOJ case. Further proceedings are anticipated.

Individual merchants have initiated arbitration proceedings raising similar claims concerning the anti-steering provisions in the Company’s card acceptance agreements and seeking damages. The Company is vigorously defending against those claims.

In July 2004, the CompanyAmerican Express was named as a defendant in another putative class action filed in the Southern District of New York and subsequently transferred to the Eastern District of New York, captionedThe Marcus Corporation v. American Express Company,Co., et al., in which the plaintiffs allege an unlawful antitrust tying arrangement between certain of the Company’sAmerican Express’ charge cards and credit cards in violation of various state and federal laws. The plaintiffs in this action seek injunctive relief and an unspecified amount of damages.

In December 2013,re: American Express Anti-Steering Rules Antitrust Litigation (II) andThe Marcus Corporation v. American Express Co., et al., including a trial previously scheduled in the Company announced a proposed settlementindividual merchant cases, are stayed pending resolution of the Marcus case and the putative class action challenging its anti-steering provisions. The settlement, which provides for certain injunctive relief for the proposed classes, received preliminary approvalappeal in the United States District Court for the Eastern District of New York. On August 4, 2015, the court denied final approval of the settlement; furtherOhio v. American Express Co. Further proceedings are anticipated.

Individual merchants have also initiated arbitration proceedings raising similar claims concerning the anti-steering provisions in American Express’ card acceptance agreements and seeking damages. American Express is vigorously defending against those claims, which are similarly stayed.

On March 8, 2016, plaintiffs B&R Supermarket, Inc. d/b/a Milam’s Market and Grove Liquors LLC, on behalf of themselves and others, filed a suit, captionedB&R Supermarket, Inc. d/b/a Milam’s Market, et al. v. Visa Inc., et al., for violations of the Sherman Antitrust Act, the Clayton Antitrust Act, California’s Cartwright Act and unjust enrichment in the United States District Court for the Northern District of California, against theAmerican Express Company, other credit and charge card networks, other issuing banks and EMVCo, LLC. Plaintiffs allege that the defendants, through EMVCo, conspired to shift liability for fraudulent, faulty and otherwise rejected consumer credit card transactions from themselves to merchants after the implementation of EMV chip payment terminals. Plaintiffs seek damages and injunctive relief. An amended complaint was filed on July 15, 2016. On June 24,September 30, 2016, the court granted the Company’s motion to transfer to the Southern District of New York the claims brought against the Company by merchants who acceptdenied American Express cards. The court also granted plaintiffs’ leave to file an amended complaint and, on September 30, 2016, denied the Company’sExpress’ motion to dismiss as to claims brought by merchants who do not accept American Express cards.cards, and on May 4, 2017, the California court transferred the case to the United States District Court for the Eastern District of New York.

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PART II

The following Items have been omitted in accordance with General Instruction J toForm10-K:

 

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Item 6.Selected Financial Data.

 

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 7A.Quantitative and Qualitative Disclosures About Market Risk.

 

Item 8.Financial Statements and Supplementary Data.

 

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Item 9A.Controls and Procedures.

Item 9B. Other Information.

Not Applicable.


PART III

The following Items have been omitted in accordance with General Instruction J toForm10-K:

 

Item 10.Directors, Executive Officers and Corporate Governance.

 

Item 11.Executive Compensation.

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Item 13.Certain Relationships and Related Transactions, and Director Independence.

 

Item 14.Principal Accountant Fees and Services.

Substitute Information provided in accordance with General Instruction J toForm10-K:

Item 1119 of Regulation AB: Affiliations and Certain Relationships and Related Transactions.

Information required by Item 1119 of Regulation AB has been omitted from this report onForm10-K in in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB: Compliance with Applicable Servicing Criteria.

Each of American Express Travel Related Services Company, Inc. (“TRS”) (for itself and on behalf of its wholly owned subsidiaries American Express Centurion Bank and American Express Bank, FSB), TransCentra, Inc. (formerly known as Regulus Group LLC) (“TransCentra”) (for itself and its wholly owned subsidiaries), and The Bank of New York Mellon (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the American Express Credit Account Master Trust for the period covered by thisForm10-K. Each Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) as of and for the year ended December 31, 2016,2017, which Reports on Assessment are attached as exhibits to thisForm10-K. In In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to thisForm10-K.

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Vendors

A Servicing Participant may engage one or more vendors, who are not considered servicers for purposes of Regulation AB, to perform specific and limited, or scripted activities that address all or a portion of one or more servicing criteria applicable to such Servicing Participant. In general in these cases, the Servicing Participant has instituted policies and procedures to monitor whether such vendors’ activities comply in all material respects with such servicing criteria, and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such vendors’ activities in such Servicing Participant’s Report on Assessment.

Where the Servicing Participant has not instituted such policies and procedures, or where the Servicing Participant does not otherwise elect to take responsibility for assessing its vendors’ activities, the vendor is itself treated as a Servicing Participant and is required to provide its own Report on Assessment and related Attestation Report.

Exceptions

NoExcept as disclosed below, no Report on Assessment or related Attestation Report has identified any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable to the related Servicing Participant. In addition, no Report on Assessment or related Attestation Report has identified any material deficiency in such Servicing Participant’s policies and procedures to monitor vendor compliance.

The Bank of New York Mellon: The Bank of New York Mellon’s Report on Assessment and related Attestation Report have identified material noncompliance with one servicing criterion applicable to The Bank of New York Mellon. With regard to servicing criterion 1122(d)(3)(i)(A), The Bank of New York Mellon’s report states that, during the reporting period, for certain resecuritization and repackage transactions, certain reports to investors were not prepared in accordance with the timeframes set forth in the related transaction agreements. The Bank of New York Mellon identifies in its report certain remediation efforts with respect to the instances of noncompliance with servicing criterion 1122(d)(3)(i)(A), which include enhancing controls in order to better ensure reports are delivered timely to investors. The Bank of New York Mellon has confirmed to the Depositors and TRS that no instance of noncompliance with servicing criterion 1122(d)(3)(i)(A) involved the Trust or investors in the Trust. We have not independently verified the accuracy of The Bank of New York Mellon’s assertions, the adequacy of its remediation efforts or the accuracy of its confirmations.

Platform Level Reports

Regulations of the Securities and Exchange Commission (the “SEC”) require that each Servicing Participant complete a Report on Assessment at a “platform” level, meaning that the transactions covered by the Report on Assessment should include all asset-backed securities transactions involving such Servicing Participant that are backed by the same asset type. During 2016,2017, TRS’


proprietary facilities conducted paper payment remittance processing services and performed billing dispute services. TransCentra also performed paper payment remittance processing services at three locations in the United States. As a remittance processor, TransCentra is responsible for, among other services, transmitting payment information to TRS, which TRS in turn uses to update its account obligor records. In its Report on Assessment attached as Exhibit 33.2 to thisForm10-K, TransCentra TransCentra defines its platform to include (i) remittance processing services it provides to customers who are issuers or servicers of asset-backed securities transactions and (ii) who have requested confirmation of TransCentra’s compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions. In addition, eFunds Corporation (“eFunds”), a wholly owned subsidiary of Fidelity National Information Services, Inc., also performs billing dispute services at its Gurgaon and Mumbai, India sites. Within guidelines prescribed by TRS, eFunds is responsible for all aspects of billing disputes, from front end capture of information to the resolution of disputes between Card Members and merchants. The Bank of New York Mellon is Trustee of the Trust. In its Report on Assessment attached as Exhibit 33.3 to thisForm10-K, The The Bank of New York Mellon defines its platform to include publicly issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 (and like-kind transactions issued prior to January 1, 2006), that are subject to Regulation AB for which The Bank of New York Mellon provides trustee, securities administration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities.

None of TRS or the Trust is an affiliate of TransCentra or The Bank of New York Mellon.

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Item 1123 of Regulation AB: Servicer Compliance Statement.

Each of TRS, American Express Centurion Bank, American Express Bank, FSB and TransCentra has been identified by the registrant as a servicer or subservicer with respect to the pool assets held by the Trust for the period covered by thisForm10-K. Each Each of them has provided a Statement of Compliance for the period covered by thisForm10-K (a (a “Compliance Statement”), in each case signed by an authorized officer thereof. Each Compliance Statement is attached as an exhibit to thisForm10-K.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

 

 (a)  (1)  Not applicable.
   (2)  Not applicable.
   (3)  The exhibits filed in response to Item 601 ofRegulationS-K are are listed in the Exhibit Index.
 (b)  The exhibits filed in response to Item 601 ofRegulationS-K are are listed in the Exhibit Index.
 (c)  Not applicable.

Item 16. Form10-K Summary.

(a)Not applicable.

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EXHIBITS

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).

  3.1Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 3.1 of Form S-3/A, filed April 20, 2004, File No. 333-113579).
  3.2Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 3.2 of Form S-3/A, filed April 20, 2004, File No. 333-113579).
  4.1Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, among American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC, as transferors, American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York Mellon, as trustee and securities intermediary (incorporated by reference to Exhibit 4.1 of Form 8-K, dated July 20, 2016, File No. 000-20787-07).
  4.2First Amendment to Pooling and Servicing Agreement, dated as of September  29, 2017, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, as transferors, American Express Travel Related Services Company, Inc. as servicer, and The Bank of New York Mellon, as trustee and securities intermediary (incorporated by reference to Exhibit 4.1 of Form8-K, dated September 29, 2017, File No. 000-20787-07).
  4.3Amended and Restated Receivables Purchase Agreement, dated as of July  20, 2016, 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 July 20, 2016, File No. 000-20787-07).
  4.4Amended and Restated Receivables Purchase Agreement, dated as of July  20, 2016, 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 July  20, 2016, File No. 000-20787-07).
  4.5Series 2013-1 Supplement, dated as of July  25, 2013, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K,dated July 25, 2013, File No. 000-20787-07).
  4.6Series 2013-2 Supplement, dated as of November  13, 2013, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form 8-K, dated November 13, 2013, File No. 000-20787-07).
  4.7Series 2014-1 Supplement, dated as of May  19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated May 19, 2014, File No. 000-20787-07).
  4.8Series 2016-E-II  Supplement, dated as of June 7, 2016, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January  1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.02 of Form 8-K, dated June 7, 2016, File No. 000-20787-07).
  4.9Series 2017-1 Supplement, dated as of February  21, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated February 21, 2017, File No. 000-20787-07).
4.10Series 2017-2 Supplement, dated as of February  21, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form 8-K, dated February 21, 2017, File No. 000-20787-07).

7


4.11Series 2017-3 Supplement, dated as of dated as of April  25, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated April 25, 2017, File No. 000-207897-07).
4.12Series 2017-4 Supplement, dated as of May  30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated May 30, 2017, File No. 000-20787-07).
4.13Series2017-5 Supplement, dated as of July  31, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated July 31, 2017, File No. 000-20787-07).
4.14Series 2017-6 Supplement, dated as of October  30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated October 30, 2017, File No. 000-20787-07).
4.15Series 2017-7 Supplement, dated as of October  30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form8-K, dated October 30, 2017, File No. 000-20787-07).
4.16Series 2017-8 Supplement, dated as of October  30, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.3 of Form8-K, dated October 30, 2017, File No. 000-20787-07).
4.17Series2018-1 Supplement, dated as of March  21, 2018, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2018, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated March 21, 2018, File No. 000-20787-07).
4.18Series2018-2 Supplement, dated as of March  21, 2018, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2018, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form8-K, dated March 21, 2018, File No. 000-20787-07).
4.19Series2018-3 Supplement, dated as of March  21, 2018, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July  20, 2018, as amended from time to time (incorporated herein by reference to Exhibit 4.3 of Form8-K, dated March  21, 2018, File No.000-20787-07).
4.20Omnibus Amendment to Group II Series Supplements, dated as of October  2, 2009, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 of Form 8-K, dated October 2, 2009, File No. 000-20787-07).

8


  4.21Omnibus Amendment to Series Supplements, dated as of January  29, 2014, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 ofForm 8-K, dated January 29, 2014,File No. 000-20787-07).
  4.22Omnibus Amendment to Series Supplements, dated as of July  20, 2016, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 ofForm 8-K, dated July 20, 2016,File No. 000-20787-07).
10.1Asset Representations Review Agreement, dated as of July  20, 2016, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 10.1 ofForm 8-K, dated July 20, 2016,File No. 000-20787-07).
10.2First Amendment to Asset Representations Review Agreement, dated as of February  21, 2017, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 10.1 ofForm 8-K, dated February 21, 2017,File No. 000-20787-07).
10.3Second Amendment to Asset Representations Review Agreement, dated as of April  25, 2017, among American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc., and Clayton Fixed Income Services LLC, as Asset Representations Reviewer (incorporated by reference to Exhibit 10.1 of Form8-K, dated April 25, 2017, FileNo. 000-20787-07).
31.1*Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2017 to and including December 31, 2017.
31.2*Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2017 to and including December 31, 2017.
33.1*Report on Assessment of Compliance with Servicing Criteria of American Express Travel Related Services Company, Inc., American Express Centurion Bank and American Express Bank, FSB.
33.2*Report on Assessment of Compliance with Servicing Criteria of TransCentra, Inc.
33.3*Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon.
34.1*Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to American Express Travel Related Services Company, Inc.
34.2*Attestation Report of Porter Keadle Moore LLC on Assessment of Compliance with Servicing Criteria relating to TransCentra, Inc.
34.3*Attestation Report of KPMG on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.
35.1*Servicer Compliance Statement of American Express Travel Related Services Company, Inc.
35.2*Servicer Compliance Statement of TransCentra, Inc.
35.3*Servicer Compliance Statement of American Express Centurion Bank.
35.4*Servicer Compliance Statement of American Express Bank, FSB.

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99.1Second Amended and Restated Supplemental Servicing Agreement, dated as of July  20, 2016, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 ofForm 8-K, dated July 20, 2016, FileNo, 000-20787-07).
99.2Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of July  20, 2016, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.6 ofForm 8-K, dated July 20, 2016,File No. 000-20787-07).
99.3Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 ofForm S-3/A filed March 30, 2006,File No. 333-130508-01).
99.4Amendment No. 1, dated July  1, 2000, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 ofForm S-3/A filed March 30, 2006,File No. 333-130508-01).
99.5Amendment No. 2, dated June  1, 2002, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 ofForm S-3/A filed March 30, 2006,File No. 333-130508-01).
99.6Amendment AgreementNumber FLL-05-6-MP01-03, dated October 24, 2005, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 ofForm S-3/A filed March 30, 2006, FileNo. 333-130508-01).
99.7Amendment AgreementNumber FLL-05-6-MP01-04, dated March 22, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.1 ofForm S-3/A, filed March 23, 2006,File No. 333-130508-01).
99.8Amendment AgreementNumber FLL-05-6-MP01-05, dated March 29, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.2 ofForm S-3, filed March 30, 2006,File No. 333-130508-01).
99.9Amendment AgreementNumber  NYC-0-06-2807, dated August 18, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.3 ofForm  S-3/A filed January 30, 2009, FileNo. 333-155765-03).
99.10AmendmentNumber  NYC-0-06-3581, dated on or about November  15, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 ofForm 8-K, dated October 30, 2009, FileNo. 000-20787-07).
99.11AmendmentNumber NYC-0-06-2162-02, dated October 30, 2009, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 ofForm 8-K, dated October 30, 2009,File No. 000-20787-07).
99.12Amendment Agreement Number AMEND-CW170596, dated October  30, 2010, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.9 ofForm S-3, filed February 2, 2012,File No. 333-179309-03).
99.13Amendment Agreement Number AMEND-CW2423241, dated as of October  30, 2016, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 ofForm 8-K, dated October 30, 2016,File No. 000-20787-07).

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99.14Amendment Agreement Number AMEND-CW2428684, dated as of January  30, 2017, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, dated January  30, 2017, File No. 000-20787-07).
99.15Amendment Agreement Number AMEND-CW2392916, dated as of February  23, 2017, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, dated February  23, 2017, File No. 000-20787-07).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST
By: 

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION III LLC,

Depositor

By: 

/s/ Denise D. Roberts

 Name: Denise D. Roberts
 Title: 

President

(senior officer in charge of securitization)

By: 

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION IV LLC,

Depositor

By: 

/s/ Denise D. Roberts

 Name: Denise D. Roberts
 Title: 

President

(senior officer in charge of securitization)

Dated: March 27, 201726, 2018


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).

 

  3.1Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 3.1 of FormS-3/A, filed April 20, 2004, FileNo. 333-113579).
  3.2Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 3.2 of FormS-3/A, filed April 20, 2004, FileNo. 333-113579).
  4.1Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, among American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC, as transferors, American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York Mellon, as trustee and securities intermediary (incorporated by reference to Exhibit 4.1 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
  4.2Amended and Restated Receivables Purchase Agreement, dated as of July 20, 2016, between American Express Centurion Bank and American Express Receivables Financing Corporation III LLC (incorporated by reference to Exhibit 4.3 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
  4.3Amended and Restated Receivables Purchase Agreement, dated as of July 20, 2016, between American Express Bank, FSB and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.4 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
  4.4Series2008-2 Supplement, dated as of February 22, 2008, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated February 22, 2008, FileNo. 000-20787-07).
  4.5Series2012-1 Supplement, dated as of June 22, 2012, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated June 22, 2012, FileNo. 000-20787-07).
  4.6Series2012-4 Supplement, dated as of November 8, 2012, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated November 8, 2012, FileNo. 000-20787-07).
  4.7Series2013-1 Supplement, dated as of July 25, 2013, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated July 25, 2013, FileNo. 000-20787-07).
  4.8Series2013-2 Supplement, dated as of November 13, 2013, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated by reference to Exhibit 4.1 of Form8-K, dated November 13, 2013, FileNo. 000-20787-07).
  4.9Series2014-1 Supplement, dated as of May 19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated May 19, 2014, FileNo. 000-20787-07).
  4.10Series2014-2 Supplement, dated as of July 1, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated July 1, 2014, FileNo. 000-20787-07).
  4.11Series2014-3 Supplement, dated as of September 22, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated September 22, 2014, FileNo. 000-20787-07).
  4.12Series2014-4 Supplement, dated as of November 19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated November 19, 2014, FileNo. 000-20787-07).

12


  4.13Series2014-5 Supplement, dated as of November 19, 2014, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form8-K, dated November 19, 2014, FileNo. 000-20787-07).
  4.14Series2015-1 Supplement, dated as of July 20, 2015, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated July 20, 2015, FileNo. 000-20787-07).
  4.15Series2016-E-I Supplement, dated as of June 7, 2016, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.01 of Form8-K, dated June 7, 2016, FileNo. 000-20787-07).
  4.16Series2016-E-II Supplement, dated as of June 7, 2016, supplementing the Pooling and Servicing Agreement, dated May 16, 1996, as amended and restated January 1, 2006, as amended from time to time (incorporated herein by reference to Exhibit 4.02 of Form8-K, dated June 7, 2016, FileNo. 000-20787-07).
  4.17Series2017-1 Supplement, dated as of February 21, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.1 of Form8-K, dated February 21, 2017, FileNo. 000-20787-07).
  4.18Series2017-2 Supplement, dated as of February 21, 2017, supplementing the Third Amended and Restated Pooling and Servicing Agreement, dated as of July 20, 2016, as amended from time to time (incorporated herein by reference to Exhibit 4.2 of Form8-K, dated February 21, 2017, FileNo. 000-20787-07).
  4.19Omnibus Amendment to Group II Series Supplements, dated as of October 2, 2009, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 of Form8-K, dated October 2, 2009, FileNo. 000-20787-07).
  4.20Omnibus Amendment to Series Supplements, dated as of January 29, 2014, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 of Form8-K, dated January 29, 2014, FileNo. 000-20787-07).
  4.21Omnibus Amendment to Series Supplements, dated as of July 20, 2016, among American Express Receivables Financing Corporation II, American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 4.2 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
10.1Asset Representations Review Agreement, dated as of July 20, 2016, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
10.2First Amendment to Asset Representations Review Agreement, dated as of February 21, 2017, among American Express Receivables Financing Corporation III LLC, American Express Receivables Financing Corporation IV LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated February 21, 2017, FileNo. 000-20787-07).
31.1*Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2016 to and including December 31, 2016.
31.2*Certification of Denise D. Roberts pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2016 to and including December 31, 2016.
33.1*Report on Assessment of Compliance with Servicing Criteria of American Express Travel Related Services Company, Inc., American Express Centurion Bank and American Express Bank, FSB.
33.2*Report on Assessment of Compliance with Servicing Criteria of TransCentra, Inc.
33.3*Report on Assessment of Compliance with Servicing Criteria of The Bank of New York Mellon.


34.1*Attestation Report of PricewaterhouseCoopers LLP on Assessment of Compliance with Servicing Criteria relating to American Express Travel Related Services Company, Inc.
34.2*Attestation Report of Porter Keadle Moore LLC on Assessment of Compliance with Servicing Criteria relating to TransCentra, Inc.
34.3*Attestation Report of KPMG on Assessment of Compliance with Servicing Criteria relating to The Bank of New York Mellon.
35.1*Servicer Compliance Statement of American Express Travel Related Services Company, Inc.
35.2*Servicer Compliance Statement of TransCentra, Inc.
35.3*Servicer Compliance Statement of American Express Centurion Bank.
35.4*Servicer Compliance Statement of American Express Bank, FSB.
99.1Second Amended and Restated Supplemental Servicing Agreement, dated as of July 20, 2016, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.5 of Form8-K, dated July 20, 2016, File No,000-20787-07).
99.2Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of July 20, 2016, among American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Bank, FSB, American Express Receivables Financing Corporation III LLC and American Express Receivables Financing Corporation IV LLC (incorporated by reference to Exhibit 4.6 of Form8-K, dated July 20, 2016, FileNo. 000-20787-07).
99.3Remittance Processing Services Agreement between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 of FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
99.4Amendment No. 1, dated July 1, 2000, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 of FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
99.5Amendment No. 2, dated June 1, 2002, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 of FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
99.6Amendment Agreement NumberFLL-05-6-MP01-03, dated October 24, 2005, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8 of FormS-3/A filed March 30, 2006, FileNo. 333-130508-01).
99.7Amendment Agreement NumberFLL-05-6-MP01-04, dated March 22, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.1 of FormS-3/A, filed March 23, 2006, FileNo. 333-130508-01).
99.8Amendment Agreement NumberFLL-05-6-MP01-05, dated March 29, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.2 of FormS-3, filed March 30, 2006, FileNo. 333-130508-01).
99.9Amendment Agreement NumberNYC-0-06-2807, dated August 18, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.3 of FormS-3/A filed January 30, 2009, FileNo. 333-155765-03).
99.10Amendment NumberNYC-0-06-3581, dated on or about November 15, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated October 30, 2009, FileNo. 000-20787-07).
99.11Amendment NumberNYC-0-06-2162-02, dated October 30, 2009, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated October 30, 2009, FileNo. 000-20787-07).
99.12Amendment Agreement Number AMEND-CW170596, dated October 30, 2010, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.8.9 of FormS-3, filed February 2, 2012, FileNo. 333-179309-03).


99.13Amendment Agreement Number AMEND-CW2423241, dated as of October 30, 2016, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated October 30, 2016, FileNo. 000-20787-07).
99.14Amendment Agreement Number AMEND-CW2428684, dated as of January 30, 2017, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated January 30, 2017, FileNo. 000-20787-07).
99.15Amendment Agreement Number AMEND-CW2392916, dated as of February 23, 2017, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form8-K, dated February 23, 2017, FileNo. 000-20787-07).