0001193125-19-085436.txt : 20190325 0001193125-19-085436.hdr.sgml : 20190325 20190325171733 ACCESSION NUMBER: 0001193125-19-085436 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20181231 0001562918 0001135317 FILED AS OF DATE: 20190325 DATE AS OF CHANGE: 20190325 ABS ASSET CLASS: Credit card FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Express Issuance Trust II CENTRAL INDEX KEY: 0001562914 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0112 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-185503-01 FILM NUMBER: 19703395 BUSINESS ADDRESS: STREET 1: C/O WILMINGTON TRUST COMPANY STREET 2: RODNEY SQ. NORTH, 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 BUSINESS PHONE: 302-636-6392 MAIL ADDRESS: STREET 1: C/O WILMINGTON TRUST COMPANY STREET 2: RODNEY SQ. NORTH, 1100 NORTH MARKET ST CITY: WILMINGTON STATE: DE ZIP: 19890-0001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Express Receivables Financing Corp VIII LLC CENTRAL INDEX KEY: 0001562918 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 460795019 STATE OF INCORPORATION: DE FISCAL YEAR END: 0112 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-185503 FILM NUMBER: 19703396 BUSINESS ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 212-640-0100 MAIL ADDRESS: STREET 1: 3 WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET CITY: NEW YORK STATE: NY ZIP: 10285 10-K 1 d724505d10k.htm FORM 10-K Form 10-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

 

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

For the fiscal year ended December 31, 2018

or

 

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

For transition period from                      to                     

 

 

AMERICAN EXPRESS ISSUANCE TRUST II

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

 

 

AMERICAN EXPRESS RECEIVABLES

FINANCING CORPORATION VIII LLC

(Exact name of Depositor as specified in its charter)

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.

(Exact name of Sponsor as specified in its charter)

Commission File Number of Issuing Entity: 333-185503-01

Central Index Key Number of Issuing Entity: 0001562914

Commission File Number of Depositor: 333-185503

Central Index Key Number of Depositor: 0001562918

Central Index Key Number of Sponsor: 0001135317

 

Delaware   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 Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware

  19890

(Address of the Principal Executive Offices

of the Issuing Entity)

 

(Zip Code of the

Issuing Entity)

(302) 636-6392

(Telephone Number, including area code

of the Issuing Entity,

c/o Wilmington Trust Company)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    YES  ☐    NO  ☐

Rule 405 of Regulation S-T is not applicable.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-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 Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth 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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    YES  ☐    NO  ☒

Registrant has no voting or non-voting common equity outstanding held by non-affiliates.

 

 

DOCUMENTS INCORPORATED BY REFERENCE: NONE

 

 

 


PART I

The following Items have been omitted in accordance with General Instruction J to Form 10-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 to Form 10-K:

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

The pool assets held by the American Express Issuance Trust II (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 (“American Express”) are subject to various claims, investigations, examinations, pending and potential legal actions, 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, various merchants have initiated legal proceedings to challenge aspects of American Express’ card acceptance agreements with merchants on antitrust grounds.

Individual merchant cases and a putative merchant class action, which were consolidated in 2011 and collectively captioned In re: American Express Anti-Steering Rules Antitrust Litigation (II), are pending in the Eastern District of New York against American Express alleging that provisions in American Express’


merchant agreements prohibiting merchants from differentially surcharging American Express cards or steering a customer to use another network’s card or another type of general-purpose card (“anti-steering” and “non-discrimination” contractual provisions) violate U.S. antitrust laws. The individual merchant cases seek damages in unspecified amounts and injunctive relief. Following the Supreme Court decision in Ohio v. American Express Co. in favor of American Express, plaintiffs in both the individual merchant cases and the putative merchant class action filed amended complaints. Trial has been scheduled in the individual merchant cases for June 2019.

In July 2004, American 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, captioned The Marcus Corporation v. American Express Co., et al., in which the plaintiffs allege an unlawful antitrust tying arrangement between certain of American 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.

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, captioned B&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 American 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 September 30, 2016, the court denied American Express’ motion to dismiss as to claims brought by merchants who do not accept American Express 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.

PART II

The following Items have been omitted in accordance with General Instruction J to Form 10-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 to Form 10-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 to Form 10-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 on Form 10-K 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, (i) prior to April 1, 2018, American Express Centurion Bank (“AECB”) and American Express Bank, FSB (“FSB”), and (ii) on and after April 1, 2018, American Express National Bank (“AENB”)), Exela Technologies, Inc. (“Exela”) (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 Issuance Trust II for all or a portion of the period covered by this Form 10-K. On April 1, 2018, AECB was converted into a national banking association, AENB, and FSB was then merged with and into AENB.

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, 2018, which Reports on Assessment are attached as exhibits to this Form 10-K. 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 this Form 10-K.

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

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.

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 2018, TRS’ proprietary facilities conducted paper payment remittance processing services and performed billing dispute services. Exela (through its wholly owned subsidiary, Regulus West, LLC) also performed paper payment remittance processing services at three locations in the United States. As a remittance processor, Exela 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 this Form 10-K, Exela 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 Exela’s compliance in connection with loan and/or receivables portfolios that include pool assets for asset backed securities transactions. The Bank of New York Mellon is Indenture Trustee of the Trust. In its Report on Assessment attached as Exhibit 33.3 to this Form 10-K, 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 Exela or The Bank of New York Mellon.

Item 1123 of Regulation AB: Servicer Compliance Statement.

Each of TRS, AECB, FSB, AENB, and Exela has been identified by the registrant as a servicer or subservicer with respect to the pool assets held by the Trust for all or a portion of the period covered by this Form 10-K.

With the exception of AECB and FSB, each of them has provided a Statement of Compliance for the period covered by this Form 10-K (a “Compliance Statement”), in each case signed by an authorized officer thereof. Each Compliance Statement is attached as an exhibit to this Form 10-K. On April 1, 2018, AECB was converted into a national banking association, AENB, and FSB was then merged with and into AENB. Therefore, the Compliance Statement provided by AENB and the review and certification described therein encompass (i) the servicing procedures performed by AECB and FSB during the period covered by this Form 10-K prior to April 1, 2018 and (ii) the servicing procedures performed by AENB during the period covered by this Form 10-K from April 1, 2018.


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 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.

Item 16. Form 10-K Summary.

 

  (a)    Not applicable.


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).

 

  3.1    Amended and Restated Limited Liability Company Agreement of American Express Receivables Financing Corporation VIII LLC (incorporated herein by reference to Exhibit 3.1 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
  4.1    Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2018, between American Express National Bank and American Express Travel Related Services Company, Inc. (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
  4.2    Second Amended and Restated Receivables Purchase Agreement, dated as of April 1, 2018, between American Express Travel Related Services Company, Inc. and American Express Receivables Financing Corporation VIII LLC (incorporated herein by reference to Exhibit 4.2 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
  4.3    Second Amended and Restated Trust Agreement, dated as of July 29, 2016, between American Express Receivables Financing Corporation VIII LLC and Wilmington Trust Company (incorporated herein by reference to Exhibit 4.4 of Form 8-K, dated July 29, 2016, File No. 333-185503-01).
  4.4    Third Amended and Restated Transfer Agreement, dated as of April 1, 2018, among American Express Receivables Financing Corporation VIII LLC, American Express Issuance Trust II and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.3 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
  4.5    Third Amended and Restated Servicing Agreement, dated as of April 1, 2018 among American Express Receivables Financing Corporation VIII LLC, American Express Travel Related Services Company, Inc., American Express Issuance Trust II and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.4 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
  4.6    Third Amended and Restated Indenture, dated as of April 1, 2018, between American Express Issuance Trust II and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.5 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
  4.7    Omnibus Amendment to Indenture Supplements, dated as of December 19, 2013, between American Express Issuance Trust II and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated December 19, 2013, File No. 333-185503-01).
  4.8    Omnibus Amendment to Indenture Supplements, dated as of January 29, 2014, between American Express Issuance Trust II and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.1 of Form 8-K, dated January 29, 2014, File No. 333-185503-01).
  4.9    Omnibus Amendment to Indenture Supplements, dated as of July 29, 2016, between American Express Issuance Trust II and The Bank of New York Mellon (incorporated herein by reference to Exhibit 4.8 of Form 8-K, dated July 29, 2016, File No. 333-185503-01).
4.10    Amended and Restated Seller Agreement, dated as of April 1, 2018, among American Express National Bank, American Express Travel Related Services Company, Inc. and American Express Receivables Financing Corporation VIII LLC (incorporated herein by reference to Exhibit 4.8 of Form 8-K, dated April 1, 2018, File No. 33-185503-01).


10.1    Amended and Restated Asset Representations Review Agreement, dated as of April 1, 2018, among American Express Receivables Financing Corporation VIII LLC, American Express Travel Related Services Company, Inc. and Clayton Fixed Income Services LLC (incorporated herein by reference to Exhibit 10.1 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
31.1*    Certification of David J. Hoberman pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for the period from and including January 1, 2018 to and including December 31, 2018.
33.1*    Report on Assessment of Compliance with Servicing Criteria of American Express Travel Related Services Company, Inc. and American Express National Bank.
33.2*    Report on Assessment of Compliance with Servicing Criteria of Exela Technologies, 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 Plante & Moran PLLC on Assessment of Compliance with Servicing Criteria relating to Exela Technologies, 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 Exela Technologies, Inc.
35.3*    Servicer Compliance Statement of American Express National Bank.
99.1    Assignment No. 1 of Receivables in Aggregate Addition Accounts included in American Express Issuance Trust II, dated as of July 24, 2013, between American Express Receivables Financing Corporation VIII LLC and the American Express Issuance Trust II (incorporated herein by reference to Exhibit 99.01 of Form 8-K, dated July 18, 2013, File No. 333-185503-01).
99.2    Assignment No. 2 of Receivables in Aggregate Addition Accounts included in American Express Issuance Trust, dated as of December 1, 2016, between American Express Receivables Financing Corporation VIII LLC and the American Express Issuance Trust II (incorporated herein by reference to Exhibit 99.01 of Form 8-K, dated December 1, 2016, File No. 333-185503-01).
99.3    Reassignment No. 1 of Receivables in Removed Accounts from American Express Issuance Trust II, dated as of June 17, 2016, between American Express Receivables Financing Corporation VIII LLC and the American Express Issuance Trust II (incorporated herein by reference to Exhibit 99.01 of Form 8-K, dated June 17, 2016, File No. 333-185503-01).
99.4    Second Amended and Restated Supplemental Servicing Agreement, dated as of April 1, 2018, among American Express Travel Related Services Company, Inc., American Express National Bank and American Express Receivables Financing Corporation VIII LLC (incorporated herein by reference to Exhibit 4.6 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).
99.5    Amended and Restated Defaulted Receivables Supplemental Servicing Agreement, dated as of April 1, 2018, among American Express Travel Related Services Company, Inc., American Express National Bank and American Express Receivables Financing Corporation VIII LLC (incorporated herein by reference to Exhibit 4.7 of Form 8-K, dated April 1, 2018, File No. 333-185503-01).


  99.6    Remittance Processing Services Agreement, dated October 25, 1999, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
  99.7    Amendment No. 1 to Remittance Processing Services Agreement, dated as of July 1, 2000, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.1 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
  99.8    Amendment No. 2 to Remittance Processing Services Agreement, dated as of June 1, 2002, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.2 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
  99.9    Amendment Agreement Number 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 4.10.3 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.10    Amendment Agreement Number FLL-05-6-MP01-04, dated as of March 22, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.4 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.11    Amendment Agreement Number FLL-05-06-MP01-05, dated as of March 29, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.5 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.12    Amendment Number NYC-0-06-2807, dated as of August 18, 2006, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.6 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.13    Amendment Number 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 4.10.7 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.14    Amendment Agreement Number NYC-0-06-2162-02, dated as of October 30, 2009, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.8 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.15    Amendment Agreement Number AMEND-CW170596, dated as of October 30, 2010, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 4.10.9 of Form S-3, filed December 14, 2012, File No. 333-185503-01).
99.16    Amendment Agreement Number AMEND-CW2268976, dated as of October 31, 2013, between American Express Travel Related Services Company, Inc. and Regulus West LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, dated October 31, 2013, File No. 333-185503-01).
99.17    Amendment 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 Form 8-K, dated October 30, 2016, File No. 333-185503-01).
99.18    Amendment 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. 333-185503-1).
99.19    Amendment 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. 333-185503-01).


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 ISSUANCE TRUST II
By:  

AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION VIII LLC,

Depositor

By:  

/s/ David J. Hoberman

  Name:   David J. Hoberman
  Title:  

President

(Senior officer in charge of securitization)

Dated: March 25, 2019

EX-31.1 2 d724505dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

Certification

I, David J. Hoberman certify that:

1. I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the American Express Issuance Trust II (the “Exchange Act periodic reports”);

2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, all of the distribution, servicing or other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon and Exela Technologies, Inc.

Date: March 25, 2019

 

By:  

/s/ David J. Hoberman

Name:   David J. Hoberman
Title:  

President,

American Express Receivables Financing Corporation VIII LLC

  (Senior officer in charge of securitization)
EX-33.1 3 d724505dex331.htm EX-33.1 EX-33.1

EXHIBIT 33.1

Certification Regarding Compliance with Applicable Servicing Criteria

 

1.

American Express Travel Related Services Company, Inc. (the “Asserting Party”) is responsible for assessing compliance as of December 31, 2018 and for the period from January 1, 2018 through December 31, 2018 (the “Reporting Period”), with the servicing criteria applicable to the Asserting Party under paragraph (d) of Item 1122 of Regulation AB, as set forth in Appendix A hereto (such servicing criteria, excluding the criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto, the “Applicable Servicing Criteria”). The transactions covered by this report include all asset-backed securities transactions backed by credit and charge card receivables issued by the American Express Credit Account Master Trust and the American Express Issuance Trust II for which transactions the Asserting Party acted as servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding during the Reporting Period (the “Platform”), as listed in Appendix B hereto;

 

2.

Except as set forth in paragraph 3 below, the Asserting Party used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance by the Asserting Party with the Applicable Servicing Criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole;

 

3.

The criteria listed in the column titled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicable to the Asserting Party based on the activities it performs (directly or through its wholly-owned subsidiaries), American Express Centurion Bank (prior to April 1, 2018), American Express Bank, FSB (prior to April 1, 2018) and American Express National Bank (on and after April 1, 2018) (collectively, each with respect to the period specified, the “Affiliated Subservicers”), with respect to the Platform taken as a whole;1

 

4.

The Asserting Party has assessed compliance with the Applicable Servicing Criteria by each of the Asserting Party and the Affiliated Subservicers for the Reporting Period and has concluded that it and each such party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; and

 

5.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report for the Platform on the Asserting Party’s assessment of compliance with the Applicable Servicing Criteria as of December 31, 2018 and for the Reporting Period.

 

By:  

/s/ J J Anand

Name:   J J Anand
Title:  

Vice President, American Express Travel

    Related Services Company, Inc.

Date:   March 25, 2019

 

1 

On April 1, 2018, American Express Centurion Bank (“AECB”) was converted into a national banking association, American Express National Bank (“AENB”), and American Express Bank, FSB (“FSB”) was then merged with and into AENB.


APPENDIX A

 

SERVICING CRITERIA

  

APPLICABLE

SERVICING

    CRITERIA    

    

INAPPLICABLE

SERVICING

    CRITERIA    

 

Reference

 

Criteria

  

Performed

Directly

by

Asserting
    Party    

    

Performed

by

Vendor(s)

for which

Asserting

Party is the

Responsible

    Party    

        
  General Servicing Considerations         
1122(d)(1)(i)   Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.      X        
1122(d)(1)(ii)   If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.     

X

 
     
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.            X  
1122(d)(1)(iv)   A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.            X  
1122(d)(1)(v)   Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.      X        
  Cash Collection and Administration         
1122(d)(2)(i)   Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.     

X

 
     
1122(d)(2)(ii)   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.      X        
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.            X  
1122(d)(2)(iv)   The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.      X        
1122(d)(2)(v)   Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.      X        
1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.            X  


SERVICING CRITERIA

  

APPLICABLE

SERVICING

    CRITERIA    

    

INAPPLICABLE

SERVICING

CRITERIA

 

Reference

 

Criteria

  

Performed

Directly

by

Asserting
Party

    

Performed

by

Vendor(s)

for which

Asserting

Party is the
Responsible

Party

        
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.      X        
  Investor Remittances and Reporting         
1122(d)(3)(i)   Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer.      X        
1122(d)(3)(ii)   Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.      X        
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.            X  
1122(d)(3)(iv)   Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.      X        
  Pool Asset Administration         
1122(d)(4)(i)   Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.            X  
1122(d)(4)(ii)   Pool assets and related documents are safeguarded as required by the transaction agreements.      X        
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.      X        
1122(d)(4)(iv)   Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.      X        
1122(d)(4)(v)   The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.      X        


SERVICING CRITERIA

  

APPLICABLE

SERVICING

    CRITERIA    

    

INAPPLICABLE

SERVICING

    CRITERIA    

 

Reference

 

Criteria

  

Performed

Directly

by

Asserting
    Party    

    

Performed
by

Vendor(s)

for which

Asserting

Party is the

Responsible
    Party    

        
1122(d)(4)(vi)   Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-aging) are made, reviewed, and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.      X        
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.      X        
1122(d)(4)(viii)   Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).      X        
1122(d)(4)(ix)   Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.      X        
1122(d)(4)(x)   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.            X  
1122(d)(4)(xi)   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the Servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.            X  
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.            X  
1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the Servicer, or such other number of days specified in the transaction agreements.            X  
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.      X        
1122(d)(4)(xv)   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.            X  


APPENDIX B

American Express Travel Related Services Company, Inc.

Regulation AB Platform Transactions

Reporting Period January 1, 2018 through December 31, 2018

American Express Issuance Trust II

Class A, B and C Floating Rate Asset Backed Notes of the following Series:

2013-1*

2013-2*

2013-A

American Express Credit Account Master Trust

Class A and B Asset Backed Certificates, or the Asset Backed Certificates, as applicable, of the following Series:

2008-2*

2009-D-II*

2012-A

2013-1*

2013-2*

2014-1

2016-E-II*

2017-1

2017-2

2017-3

2017-4

2017-5

2017-6

2017-7

2017-8

2018-1

2018-2

2018-3

2018-4

2018-5

2018-6

2018-7

2018-8

2018-9

 

*

Series matured during the Reporting Period.

EX-33.2 4 d724505dex332.htm EX-33.2 EX-33.2

EXHIBIT 33.2

Report on Assessment of Compliance with Regulation AB Servicing Criteria

 

1.

Pursuant to Subpart 229.1100 - Asset Backed Securities, 17 C.F.R. §§229.1100-229.l123 (“Regulation AB”), Exela Technologies, Inc. for itself and its wholly-owned subsidiaries (individually and collectively “Exela”), is responsible for assessing its compliance with the servicing criteria applicable to the remittance processing services it provides to customers who are issuers or servicers of asset backed securities transactions and who have requested confirmation of Exela’s compliance in connection with loan and/ or receivables portfolios that include pool assets for asset backed securities transactions (the “Platform”). Remittance processing is a service whereby check payments that are remitted by mail to a post office box are collected, processed through a highly automated data capture system, and prepared for deposit to a bank account held by the beneficiary of the payment.

 

2.

The servicing criteria set forth in Item 1122(d) of Regulation AB were used in Exela’s assessment of compliance. Exela has concluded that the servicing criteria set forth in Items 1122(d)(2)(i) and 1122(d)(4)(iv) of Regulation AB are applicable to the servicing activities it performs with respect to the Platform (such criteria the “Applicable Servicing Criteria”). Exela has concluded that the remainder of the servicing criteria set forth in Item 1122(d) of Regulation AB are inapplicable to the activities it performs with respect to the Platform because Exela does not participate in the servicing activities referenced by such servicing criteria.

 

3.

As of and for the year ended December 31, 2018, Exela has complied in all material respects with the Applicable Servicing Criteria set forth in Item 1122(d) of Regulation AB.

 

4.

Plante & Moran, PLLC, a registered public accounting firm, has issued an attestation report on Exela’s assessment of compliance with the Applicable Servicing Criteria as of and for the year ended December 31, 2018. A copy of that attestation report is attached hereto as Exhibit A.

 

/s/ Thomas K. Dolan

Thomas K. Dolan

VP Information Security and Risk

February 14, 2019

EX-33.3 5 d724505dex333.htm EX-33.3 EX-33.3

EXHIBIT 33.3

 

LOGO

ASSESSMENT OF COMPLIANCE WITH

APPLICABLE SERVICING CRITERIA

Management of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) is responsible for assessing the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Company’s management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:

Platform: 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 (including transactions subject to Regulation AB by contractual obligation) for which the Company 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 (the “Platform”).

Period: The twelve months ended December 31, 2018 (the “Period”).

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Not Applicable To Platform” in Appendix 1 attached hereto.

With respect to servicing criterion 1122(d)(2)(vi) the Company’s management has engaged a vendor to perform the activities required by the servicing criterion. The Company’s management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). The Company’s management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company’s management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion.


With respect to the Platform as of and for the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:

1. The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

2. The Company’s management has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above as of and for the Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. With respect to servicing criterion 1122(d)(4)(iii), there were no activities performed during the Period with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities.

4. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.

KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company’s assessment of compliance with the Applicable Servicing Criteria as of and for the Period.


The Bank of New York Mellon     BNY Mellon Trust of Delaware

/s/ Alphonse Briand Jr.

   

/s/ Robert L. Griffin

Alphonse Briand Jr.     Robert L. Griffin
Authorized Signatory     Authorized Signatory

 

The Bank of New York Mellon Trust Company, N.A.

/s/    Antonio I. Portunondo        

Antonio I. Portuondo
Authorized Signatory

Dated: February 28, 2019


APPENDIX 1

 

REG AB REFERENCE

 

SERVICING CRITERIA

 

APPLICABLE TO PLATFORM

   

NOT APPLICABLE TO

        PLATFORM         

 
  Performed Directly
by the Company
    Performed by
Vendor(s) for which
the Company is the
Responsible Party
 
  General servicing considerations      
1122(d)(1)(i)   Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.     X      
1122(d)(1)(ii)   If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.     X      
1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained.         X  
1122(d)(1)(iv)   A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.         X  
1122(d)(1)(v)   Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.         X  
  Cash collection and administration      
1122(d)(2)(i)   Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.     X      
1122(d)(2)(ii)   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.     X      
1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.         X  


REG AB REFERENCE

 

SERVICING CRITERIA

 

APPLICABLE TO PLATFORM

 

NOT APPLICABLE TO

        PLATFORM         

  Performed Directly
by the Company
  Performed by
Vendor(s) for which
the Company is the
Responsible Party
1122(d)(2)(iv)   The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.   X    
1122(d)(2)(v)   Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter.   X    
1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.     X  
1122(d)(2)(vii)   Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate; (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.   X    


REG AB REFERENCE

 

SERVICING CRITERIA

 

APPLICABLE TO PLATFORM

 

NOT APPLICABLE TO

        PLATFORM         

  Performed Directly
by the Company
  Performed by
Vendor(s) for which
the Company is the
Responsible Party
  Investor remittances and reporting      
1122(d)(3)(i)   Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its rules and regulations; and (D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer.   X    
1122(d)(3)(ii)   Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.   X    
1122(d)(3)(iii)   Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements.   X    
1122(d)(3)(iv)   Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.   X    
  Pool asset administration      
1122(d)(4)(i)   Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.   X    
1122(d)(4)(ii)   Pool asset and related documents are safeguarded as required by the transaction agreements   X    
1122(d)(4)(iii)   Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.   X    
1122(d)(4)(iv)   Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.   X    


REG AB REFERENCE

 

SERVICING CRITERIA

 

APPLICABLE TO PLATFORM

 

NOT APPLICABLE TO

        PLATFORM         

  Performed Directly
by the Company
  Performed by
Vendor(s) for which
the Company is the
Responsible Party
1122(d)(4)(v)   The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance.   X    
1122(d)(4)(vi)   Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.       X
1122(d)(4)(vii)   Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.       X
1122(d)(4)(viii)   Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).       X
1122(d)(4)(ix)   Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.   X    
1122(d)(4)(x)   Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements.       X


REG AB REFERENCE

 

SERVICING CRITERIA

 

APPLICABLE TO PLATFORM

 

NOT APPLICABLE TO

        PLATFORM         

  Performed Directly
by the Company
  Performed by
Vendor(s) for which
the Company is the
Responsible Party
1122(d)(4)(xi)   Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.       X
1122(d)(4)(xii)   Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.       X
1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.       X
1122(d)(4)(xiv)   Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.       X
1122(d)(4)(xv)   Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.   X    
EX-34.1 6 d724505dex341.htm EX-34.1 EX-34.1

EXHIBIT 34.1

Report of Independent Registered Public Accounting Firm

To the Management of American Express Travel Related Services Company, Inc.,

We have examined management’s assertion, included in the accompanying “Certification Regarding Compliance with Applicable Servicing Criteria”, that American Express Travel Related Services Company, Inc. (the “Company”, the “Servicer”, and the “Asserting Party”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for all asset-backed securities transactions backed by credit and charge card receivables issued by the American Express Credit Account Master Trust and the American Express Issuance Trust II for which transactions the Asserting Party acted as Servicer, that were registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, where the related asset-backed securities were outstanding as of December 31, 2018 and for the period from January 1, 2018 through December 31, 2018 (the “Platform”), as of December 31, 2018 and for the period from January 1, 2018 to December 31, 2018, excluding criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(iii), 1122(d)(4)(i), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), and 1122(d)(4)(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix B to management’s assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. The Company’s management is responsible for its assertion and for the Company’s compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the applicable servicing criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the applicable servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2018 for the Platform is fairly stated, in all material respects.

/s/ PricewaterhouseCoopers LLP

New York, NY

March 25, 2019

EX-34.2 7 d724505dex342.htm EX-34.2 EX-34.2

EXHIBIT 34.2

Plante & Moran, PLLC

10 South Riverside Plaza

9th Floor

Chicago, IL 60606

Tel: 312.207-1040

Fax: 312-207-1066

plantemoran.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Exela Technologies, Inc.

We have examined Exela Technologies, Inc.’s (the “Company”) assertion that they are in compliance with the Securities and Exchange Commission’s (SEC) Regulation AB Servicing Criteria, set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the remittance processing services provided by the Company to its customers, who are issuers or servicers of asset-backed securities transactions, and who have requested confirmation of the Company’s compliance in connection with loan and/or receivables portfolios that include pool assets for asset-backed securities transactions (the “Platform”) as of and for the year ended December 31, 2018. The Company has determined that only certain servicing criteria, 1122(d)(2)(i) and 1122(d)(4)(iv), are applicable to the activities performed by it with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122(d) of the SEC Regulation AB are not applicable to the activities performed by it with respect to the Platform covered by this report.

Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Company complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether the Company complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. Our examination included a selection of a sample of transactions and compliance activities related to the Platform during the examination period and determining whether the Company processed those transactions and performed those activities in compliance with the servicing criteria. Our testing of selected transactions and compliance activities was limited to calculations, reports, and activities performed by the Company during the period covered by this report. Our procedures did not include determining whether errors may have occurred prior to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2018 for the Platform is fairly stated in all material respects.

/s/ Plante & Moran, PLLC

Chicago, Illinois

February 14, 2019

EX-34.3 8 d724505dex343.htm EX-34.3 EX-34.3

EXHIBIT 34.3

Report of Independent Registered Public Accounting Firm

The Board of Directors

The Bank of New York Mellon

BNY Mellon Trust of Delaware

The Bank of New York Mellon Trust Company, N.A.:

We have examined management’s assertion, included in the accompanying Assessment of Compliance with Applicable Servicing Criteria, that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the publicly-issued (i.e., transaction-level reporting initially required under the Securities and 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 (including transactions subject to Regulation AB by contractual obligation) for which the Company 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 (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2018. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2018 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the Servicing Criteria.


As described in the Company’s Assessment of Compliance with Applicable Servicing Criteria, for servicing criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation (C&DI) 200.06, Vendors Engaged by Servicers (C&DI 200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.

In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2018 is fairly stated, in all material respects.

/s/ KPMG LLP

Chicago, Illinois

February 28, 2019

EX-35.1 9 d724505dex351.htm EX-35.1 EX-35.1

EXHIBIT 35.1

SERVICER COMPLIANCE STATEMENT

American Express Travel Related Services Company, Inc.

American Express Issuance Trust II

Reporting Period January 1, 2018 to December 31, 2018

The undersigned, a duly authorized representative of American Express Travel Related Services Company, Inc. (“TRS”), as Servicer pursuant to the American Express Issuance Trust II (the “Trust”) Third Amended and Restated Servicing Agreement, dated as of April 1, 2018 (as so amended and restated and as otherwise amended from time to time, the “Agreement”), among American Express Receivables Financing Corporation VIII LLC, as transferor, TRS, as servicer (in such capacity, the “Servicer”), American Express Issuance Trust II (the “Issuer”) and The Bank of New York Mellon, as indenture trustee (the “Trustee”), does hereby certify that:

 

1.

TRS is Servicer under the Agreement.

 

2.

The undersigned is duly authorized as required pursuant to the Agreement to execute and deliver this Certificate.

 

3.

A review of the Servicer’s activities during the reporting period and of its performance under the Agreement has been made under my supervision.

 

4.

To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the reporting period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 25th day of March, 2019.

 

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
By:  

/s/ J J Anand

Name:   J J Anand
Title:   Vice President
EX-35.2 10 d724505dex352.htm EX-35.2 EX-35.2

EXHIBIT 35.2

 

LOGO

Report on Assessment of Compliance with Regulation AB Item 1123

Pursuant to Item 1123 of Regulation AB, a review of the Exela Technologies, Inc. activities during the year ended December 31, 2018 (the “Reporting Period”) and of its performance under the servicing agreement between Exela Technologies, Inc. and American Express (the “Servicing Agreement”) has been made under the undersigned officer’s supervision. To the best of such officer’s knowledge, based on such review, Exela Technologies, Inc. has fulfilled its obligations under the Servicing Agreement in all material respects throughout the Reporting Period.

 

/s/ Thomas K. Dolan

Thomas K. Dolan

VP Information Security and Risk

February 14, 2019

EX-35.3 11 d724505dex353.htm EX-35.3 EX-35.3

EXHIBIT 35.3

SERVICER COMPLIANCE STATEMENT

American Express National Bank1

American Express Issuance Trust II

Reporting Period January 1, 2018 to December 31, 2018

The undersigned, a duly authorized officer of American Express National Bank (“AENB”), a wholly-owned subsidiary of American Express Travel Related Services Company, Inc. (“TRS”), pursuant to the Second Amended and Restated Supplemental Servicing Agreement, dated as of April 1, 2018, among TRS, AENB, and American Express Receivables Financing Corporation VIII LLC (as amended from time to time, the “Agreement”), does hereby certify that:

 

1.

AENB performs certain servicing procedures on behalf of TRS under the Agreement.

 

2.

The undersigned is duly authorized to execute and deliver this Certificate.

 

3.

A review of AENB’s activities during the reporting period and of its performance under the Agreement has been made under my supervision.

 

4.

To the best of my knowledge, based on such review, AENB has fulfilled all of its obligations under the Agreement in all material respects throughout the reporting period.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 25th day of March, 2019.

 

AMERICAN EXPRESS NATIONAL BANK
By:  

/s/ Kerri S. Bernstein

Name:   Kerri S. Bernstein
Title:   Chief Financial Officer
By:  

/s/ Brady P. Bagley

Name:   Brady P. Bagley
Title:   Controller

 

1

On April 1, 2018, American Express Centurion Bank (“AECB”) was converted into a national banking association, AENB, and American Express Bank, FSB (“FSB”) was then merged with and into AENB. Therefore, AENB is delivering this Certificate (i) on behalf of AECB and FSB with respect to the portion of the reporting period to but excluding April 1, 2018 and (ii) on behalf of itself with respect to the portion of the reporting period from and including April 1, 2018.

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