Table of Contents

|                                                                    
|--------------------------------------------------------------------
|UNITED STATES                                                       
|SECURITIES AND EXCHANGE COMMISSION                                  
|Washington, D.C. 20549                                              
|FORM 10-Q                                                           
|                                                                    
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE            
|SECURITIES EXCHANGE ACT OF 1934                                     
|                                                                    
|For
 the quarterly period ended March 31, 2011                      
|                                                                    
|OR                                                                  
|                                                                    
|oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
|EXCHANGE ACT OF 1934                                                
|                                                                    
|For
 the transition period from ____ to ____                        
|                                                                    
|Commission
 File No. 1-6908                                         
|                                                                    
|AMERICAN EXPRESS CREDIT CORPORATION                                 
|(Exact
 name of registrant as specified in its charter)             

|                                                                                     |  |                                      
|------------------------------------------------------------------------------------ |  | -------------------------------------
|Delaware                                                                             |  | 11-1988350                           
|(State
 or other jurisdiction of                                                     |  | (I.R.S.
 Employer Identification No.)
|incorporation
 or organization)                                                      |  |                                      
|                                                                                     |  |                                      
|World Financial Center                                                               |  |                                      
|200 Vesey Street                                                                     |  |                                      
|New York, New York                                                                   |  | 10285                                
|(Address
 of principal executive offices)                                            |  | (Zip
 Code)                          
|                                                                                     |  |                                      
|Registrants telephone
 number including area code: (866) 572-4944                  
|                                                                                     |  |                                      
|None                                                                                
|                                                                                    
|(Former name, former
 address and former fiscal year, if changed since last report.)

THE REGISTRANT MEETS THE
CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
HAS THEREFORE OMITTED CERTAIN ITEMS FROM THIS REPORT IN ACCORDANCE WITH THE
REDUCED DISCLOSURE FORMAT PERMITTED UNDER GENERAL INSTRUCTIONS H(2).

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.

xYesoNo

Indicate by a 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 Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).

oYesoNo

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

|                          |                            
|------------------------- | ---------------------------
|Large
 accelerated filero | Accelerated
 filero        
|                          |                            
|Non-accelerated
 filerx   | Smaller
 reporting companyo

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

oYesxNo

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

|                                         |  |                            
|---------------------------------------- |  | ---------------------------
|Class                                    |  | Outstanding at May 10, 2011
|                                         |  |                            
|                                         |  |                            
|Common Stock (par value
 $.10 per share) |  | 1,504,938 Shares           

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATIONFORM 10-QINDEX

|          |                        |                                                                                                        |     |   
|--------- | ---------------------- | ------------------------------------------------------------------------------------------------------ | --- | --
|Part
 I.  | Financial
 Information |                                                                                                        |    
|          |                        |                                                                                                        |    
|          | Item 1.                | Financial
 Statements                                                                                  |     |   
|          |                        |                                                                                                        |     |   
|          |                        | Consolidated
 Statements of Income and Retained Earnings 
 Three Months Ended March 31, 2011 and 2010 |     | 1 
|          |                        |                                                                                                        |     |   
|          |                        | Consolidated
 Balance Sheets 
 March 31, 2011 and December 31, 2010                                   |     | 2 
|          |                        |                                                                                                        |     |   
|          |                        | Consolidated
 Statements of Cash Flows 
 Three Months Ended March 31, 2011 and 2010                   |     | 3 
|          |                        |                                                                                                        |     |   
|          |                        | Notes
 to Consolidated Financial Statements                                                            |     |   
|          |                        |                                                                                                        |     |   
|          |                        | Note 1  Basis of Presentation                                                                         |     | 4 
|          |                        | Note 2 
 Fair Values                                                                                  |     | 5 
|          |                        | Note 3  Cardmember Receivables and Loans                                                              |     | 7 
|          |                        | Note 4  Reserves for Losses                                                                           |     | 9 
|          |                        | Note 5  Comprehensive Income                                                                          |     | 11
|          |                        | Note 6  Derivatives and Hedging Activities                                                            |     | 11
|          |                        | Note 7  Variable Interest Entity                                                                      |     | 15
|          |                        | Note 8  Income Taxes                                                                                  |     | 15
|          |                        |                                                                                                        |     |   
|          | Item 2.                | Managements
 Discussion and Analysis of Financial Condition and
 Results of Operations                |     | 16
|          |                        |                                                                                                        |     |   
|          | Item 4.                | Controls
 and Procedures                                                                               |     | 27
|          |                        |                                                                                                        |    
|Part
 II. | Other
 Information     |                                                                                                        |    
|          |                        |                                                                                                        |    
|          | Item 1A.               | Risk
 Factors                                                                                          |     | 28
|          |                        |                                                                                                        |     |   
|          | Item 6.                | Exhibits                                                                                               |     | 28
|          |                        |                                                                                                        |     |   
|          | Signatures             |                                                                                                        |     | 29
|          |                        |                                                                                                        |     |   
|          | Exhibit Index          |                                                                                                        | E-1

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Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS(Unaudited)

|                                                                         |  |   |       |   |   |       |  
|------------------------------------------------------------------------ |  | - | ----- | - | - | ----- | -
|                                                                         |  |   |       |   |   |       |  
|Three Months Ended March
 31, (Millions)                                 |  |   | 2011  |   |   | 2010  |  
|                                                                         |  |   |       |   |   |       |  
|                                                                         |  |   |       |   |   |       |  
|Revenues                                                                 |  |   |       |   |   |       |  
|Discount revenue earned from purchased
 cardmember receivables and loans |  | $ | 103   |   | $ | 137   |  
|Interest income from
 affiliates                                         |  |   | 121   |   |   | 110   |  
|Interest income from
 investments                                        |  |   | 2     |   |   | 10    |  
|Finance revenue                                                          |  |   | 10    |   |   | 11    |  
|                                                                         |  |   |       |   |   |       |  
|Total revenues                                                           |  |   | 236   |   |   | 268   |  
|                                                                         |  |   |       |   |   |       |  
|                                                                         |  |   |       |   |   |       |  
|Expenses                                                                 |  |   |       |   |   |       |  
|Provisions for losses                                                    |  |   | 22    |   |   | 58    |  
|Interest expense                                                         |  |   | 162   |   |   | 130   |  
|Interest expense to
 affiliates                                          |  |   | 4     |   |   | 3     |  
|Other, net                                                               |  |   | (21   | ) |   | (13   | )
|                                                                         |  |   |       |   |   |       |  
|Total expenses                                                           |  |   | 167   |   |   | 178   |  
|                                                                         |  |   |       |   |   |       |  
|Pretax income                                                            |  |   | 69    |   |   | 90    |  
|Income tax provision
 (benefit)                                          |  |   | ―     |   |   | (5    | )
|                                                                         |  |   |       |   |   |       |  
|Net income                                                               |  |   | 69    |   |   | 95    |  
|Retained earnings at
 beginning of period                                |  |   | 3,496 |   |   | 3,408 |  
|Dividends                                                                |  |   | (88   | ) |   | ―     |  
|                                                                         |  |   |       |   |   |       |  
|Retained earnings at end of
 period                                      |  | $ | 3,477 |   | $ | 3,503 |  
|                                                                         |  |   |       |   |   |       |  

See Notes to Consolidated Financial Statements.

- 1 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS(Unaudited)

|                                                                                                       |  |                 |        |                     |   |        |  
|------------------------------------------------------------------------------------------------------ |  | --------------- | ------ | ------------------- | - | ------ | -
|                                                                                                       |  |                 |        |                     |  
|(Millions,
 except share data)                                                                         |  | March 31,
 2011 |        | December
 31,
 2010 |  
|                                                                                                       |  |                 |        |                     |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Assets                                                                                                 |  |                 |        |                     |   |        |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Cash and cash equivalents                                                                              |  | $               | 55     |                     | $ | 988    |  
|Cardmember receivables,
 less reserves: 2011, $127; 2010, $112                                         |  |                 | 14,747 |                     |   | 12,261 |  
|Cardmember loans, less
 reserves: 2011, $8; 2010, $9                                                   |  |                 | 357    |                     |   | 371    |  
|Loans to affiliates                                                                                    |  |                 | 10,637 |                     |   | 10,987 |  
|Deferred charges and other
 assets                                                                     |  |                 | 604    |                     |   | 627    |  
|Due from affiliates                                                                                    |  |                 | 5,349  |                     |   | 3,987  |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Total assets                                                                                           |  | $               | 31,749 |                     | $ | 29,221 |  
|                                                                                                       |  |                 |        |                     |   |        |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Liabilities
 and Shareholders Equity                                                                  |  |                 |        |                     |   |        |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Liabilities                                                                                            |  |                 |        |                     |   |        |  
|Short-term debt                                                                                        |  | $               | 874    |                     | $ | 645    |  
|Short-term debt to
 affiliates                                                                         |  |                 | 6,605  |                     |   | 3,781  |  
|Long-term debt                                                                                         |  |                 | 19,073 |                     |   | 18,983 |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Total debt                                                                                             |  |                 | 26,552 |                     |   | 23,409 |  
|Due to affiliates                                                                                      |  |                 | 997    |                     |   | 1,742  |  
|Accrued interest and other
 liabilities                                                                |  |                 | 514    |                     |   | 507    |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Total liabilities                                                                                      |  |                 | 28,063 |                     |   | 25,658 |  
|                                                                                                       |  |                 |        |                     |   |        |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Shareholders
 Equity                                                                                  |  |                 |        |                     |   |        |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Common stock, $0.10 par value, authorized 3 million shares; issued and
 outstanding 1.5 million shares |  |                 | ―      |                     |   | ―      |  
|Additional paid-in-capital                                                                             |  |                 | 162    |                     |   | 162    |  
|Retained earnings                                                                                      |  |                 | 3,477  |                     |   | 3,496  |  
|Accumulated other
 comprehensive income (loss), net of tax:                                            |  |                 |        |                     |   |        |  
|Foreign currency translation adjustments, net of tax: 2011, $43; 2010,
 $49                            |  |                 | 47     |                     |   | (95    | )
|                                                                                                       |  |                 |        |                     |   |        |  
|Total accumulated other
 comprehensive income (loss)                                                   |  |                 | 47     |                     |   | (95    | )
|                                                                                                       |  |                 |        |                     |   |        |  
|Total shareholders equity                                                                             |  |                 | 3,686  |                     |   | 3,563  |  
|                                                                                                       |  |                 |        |                     |   |        |  
|Total liabilities and shareholders
 equity                                                            |  | $               | 31,749 |                     | $ | 29,221 |  
|                                                                                                       |  |                 |        |                     |   |        |  

See Notes to Consolidated Financial Statements.

- 2 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                   |  |      |        |      |   |        |  
|---------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|                                                                                   |  |      |        |      |  
|Three Months Ended March
 31,(Millions)                                            |  | 2011 |        | 2010 |  
|                                                                                   |  |      |        |      |  
|                                                                                   |  |      |        |      |   |        |  
|Cash Flows
 from Operating Activities                                              |  |      |        |      |   |        |  
|Net income                                                                         |  | $    | 69     |      | $ | 95     |  
|Adjustments to reconcile
 net income to net cash provided by operating activities: |  |      |        |      |   |        |  
|Provisions for losses                                                              |  |      | 22     |      |   | 58     |  
|Amortization and other                                                             |  |      | 3      |      |   | 6      |  
|Deferred taxes                                                                     |  |      | (53    | )    |   | 3      |  
|Changes in operating assets
 and liabilities:                                      |  |      |        |      |   |        |  
|Due from affiliates, net                                                           |  |      | 23     |      |   | (11    | )
|Other operating assets and liabilities                                             |  |      | 22     |      |   | 68     |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Net cash provided by
 operating activities                                         |  |      | 86     |      |   | 219    |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Cash Flows
 from Investing Activities                                              |  |      |        |      |   |        |  
|Net increase in cardmember
 receivables and loans                                  |  |      | (2,387 | )    |   | (2,130 | )
|Net decrease in loans to
 affiliates                                               |  |      | 595    |      |   | 193    |  
|Net (increase) decrease in
 due from affiliates                                    |  |      | (2,183 | )    |   | 1,022  |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Net cash used in investing
 activities                                             |  |      | (3,975 | )    |   | (915   | )
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Cash Flows
 from Financing Activities                                              |  |      |        |      |   |        |  
|Net increase (decrease) in
 short-term debt                                        |  |      | 229    |      |   | (108   | )
|Net increase in short-term
 debt to affiliates                                     |  |      | 2,817  |      |   | 756    |  
|Principal payments on
 long-term debt                                              |  |      | ―      |      |   | (100   | )
|Dividends paid                                                                     |  |      | (88    | )    |   | ―      |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Net cash provided by
 financing activities                                         |  |      | 2,958  |      |   | 548    |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Effect of exchange rate
 changes on cash and cash equivalents                      |  |      | (2     | )    |   | 1      |  
|                                                                                   |  |      |        |      |   |        |  
|Net decrease in cash and
 cash equivalents                                         |  |      | (933   | )    |   | (147   | )
|Cash and cash equivalents
 at beginning of period                                  |  |      | 988    |      |   | 304    |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Cash and cash equivalents
 at end of period                                        |  | $    | 55     |      | $ | 157    |  
|                                                                                   |  |      |        |      |   |        |  

See Notes to Consolidated Financial Statements.

- 3 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | American
 Express Credit Corporation (Credco), together with its subsidiaries, is a
 wholly-owned subsidiary of American Express Travel Related Services Company,
 Inc. (TRS), which is a wholly-owned subsidiary of American Express Company
 (American Express). American Express charge cards and American Express credit
 cards are collectively referred to herein as the Card.                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Credco is
 engaged in the business of financing non-interest-bearing cardmember
 receivables arising from the use of the American Express® Card,
 the American Express® Gold Card, Platinum Card®,
 Corporate Card and other American Express cards issued in the United States and
 in certain countries outside the United States. Credco also finances certain
 interest-bearing and discounted revolving loans generated by cardmember
 spending on American Express credit cards issued in non-U.S. markets,
 although interest-bearing and revolving loans are primarily funded by
 subsidiaries of TRS other than Credco.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Credco
 executes material transactions with its affiliates. The agreements between
 Credco and its affiliates provide that the parties intend that the
 transactions thereunder be conducted on an arms length basis; however,
 there can be no assurance that the terms of these arrangements are the same
 as would be negotiated between independent, unrelated parties.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | American
 Express provides Credco with financial support with respect to maintenance of
 its minimum overall 1.25 fixed charge coverage ratio, which is achieved by
 adjusting the discount rates on the purchases of receivables Credco makes
 from, and the interest rates on the loans Credco provides to, TRS and other
 American Express subsidiaries. Each monthly period, the discount and interest
 rates are adjusted to generate income for Credco that is sufficient to
 maintain its minimum fixed charge coverage ratio.                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 accompanying Consolidated Financial Statements should be read in conjunction
 with the financial statements included in the Annual Report on Form 10-K
 (Form 10-K) of Credco for the year ended December 31, 2010. Significant
 accounting policies disclosed therein have not changed.                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The interim
 consolidated financial information in this report has not been audited. In
 the opinion of management, all adjustments necessary for a fair statement of
 the consolidated financial position and the consolidated results of
 operations for the interim periods have been made. All adjustments made were
 of a normal, recurring nature. Results of operations reported for interim
 periods are not necessarily indicative of results for the entire year.                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Accounting
 estimates are an integral part of the Consolidated Financial Statements.
 These estimates are based, in part, on managements assumptions concerning
 future events. Among the more significant assumptions are those that relate
 to reserves for cardmember losses relating to cardmember receivables and
 loans, fair value measurement and income taxes. These accounting estimates
 reflect the best judgment of management, but actual results could differ.                                                                                                                                                  

- 4 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Fair Values                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    
|   | Fair value
 is defined as the price that would be received to sell an asset or paid to
 transfer a liability (an exit price) in an orderly transaction between market
 participants at the measurement date, and is based on Credcos principal or
 most advantageous market for the specific asset or liability.
|   |                                                                                                                                                                                                                                                                                                                  
|   | U.S.
 generally accepted accounting principles (GAAP) provide for a three-level
 hierarchy of inputs to valuation techniques used to measure fair value,
 defined as follows:                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                  | Level 1 -
 Inputs that are quoted prices (unadjusted) for identical assets or
 liabilities in active markets.                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                  | Level 2 -
 Inputs other than quoted prices included within Level 1 that are observable
 for the asset or liability, either directly or indirectly, for substantially
 the full term of the asset or liability, including:                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                   | -          Quoted
 prices for similar assets or liabilities in active markets                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                   | -          Quoted
 prices for identical or similar assets or liabilities in markets that are not
 active                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                   | -          Inputs
 other than quoted prices that are observable for the asset or liability                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                   | -          Inputs
 that are derived principally from or corroborated by observable market data
 by correlation or other means                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                  | Level 3 -
 Inputs that are unobservable and reflect Credcos own assumptions about the assumptions
 market participants would use in pricing the asset or liability based on the
 best information available in the circumstances (e.g., internally derived
 assumptions surrounding the timing and amount of expected cash flows).
|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                    
|   | Financial Assets and Financial Liabilities Carried at Fair Value                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                  
|   | The
 following table summarizes Credcos financial assets and financial
 liabilities measured at fair value on a recurring basis, categorized by
 GAAPs valuation hierarchy as Level 2 (as described in the preceding
 paragraphs), as of March 31, 2011 and December 31, 2010:                                 

|                   |  |      |     |      |   |     | 
|------------------ |  | ---- | --- | ---- | - | --- | 
|                   |  |      |     |      |   |     | 
|(Millions)         |  | 2011 |     | 2010 |  
|                   |  |      |     |      |  
|Assets:            |  |      |     |      |   |     | 
|Derivatives(a)     |  | $    | 430 |      | $ | 498 | 
|                   |  |      |     |      |   |     | 
|Total assets       |  | $    | 430 |      | $ | 498 | 
|                   |  |      |     |      |   |     | 
|                   |  |      |     |      |   |     | 
|Liabilities:       |  |      |     |      |   |     | 
|Derivatives(a)     |  | $    | 98  |      | $ | 81  | 
|                   |  |      |     |      |   |     | 
|Total
 liabilities |  | $    | 98  |      | $ | 81  | 
|                   |  |      |     |      |   |     | 

| |     |                                                                                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Refer to Note 6 for the fair
 values of derivative assets and liabilities on a further disaggregated basis
 and the netting of derivative assets and derivative liabilities when a
 legally enforceable master netting agreement exists between Credco and its
 derivative counterparty. These balances have been presented gross in the
 table above.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credco did not measure any financial instruments at fair value using significantly unobservable
inputs (Level 3) during the three months ended March 31, 2011 or during the year ended December 31, 2010
nor were there transfers between Levels of the valuation hierarchy during those periods.                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | GAAP
 requires disclosure of the estimated fair value of all financial instruments.
 A financial instrument is defined as cash, evidence of an ownership in an
 entity, or a contract between two entities to deliver cash or another
 financial instrument or to exchange other financial instruments. The
 disclosure requirements for the fair value of financial instruments exclude
 leases, equity method investments, affiliate investments, pension and benefit
 obligations, insurance contracts and all non-financial instruments.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Valuation Techniques Used in Measuring Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | For the
 financial assets and liabilities measured at fair value on a recurring basis
 (categorized in the valuation hierarchy table above), Credco applies the
 following valuation techniques to measure fair value:                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The fair
 value of Credcos derivative financial instruments, which could be assets or
 liabilities on the Consolidated Balance Sheets, is estimated by a third-party
 valuation service that uses proprietary pricing models, or by internal                                                                                                                                                                                                                                                                                               

- 5 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | pricing
 models. The pricing models do not contain a high level of subjectivity as the
 valuation techniques used do not require significant judgment, and inputs to
 those models are readily observable from actively quoted markets. The pricing
 models used are consistently applied and reflect the contractual terms of the
 derivatives, including the period of maturity, and market-based parameters
 such as interest rates, foreign exchange rates, equity indices or prices, and
 volatility.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credit valuation
 adjustments are necessary when the market parameters, such as a benchmark
 curve, used to value derivatives are not indicative of the credit quality of
 Credco or its counterparties. Credco considers the counterparty credit risk
 by applying an observable forecasted default rate to the current exposure.
 Refer to Note 6 for additional fair value information.                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Financial Assets and Financial Liabilities
 Carried at Other Than Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The
 following table discloses the estimated fair value for Credcos financial
 assets and financial liabilities that are not carried at fair value, as of
 March 31, 2011 and December 31, 2010:                                                                                                                                                                                                                                                                                                         

|                                                                       |  |                |    |            |   |                 |  |             |    |  |   |    | 
|---------------------------------------------------------------------- |  | -------------- | -- | ---------- | - | --------------- |  | ----------- | -- |  | - | -- | 
|                                                                       |  |                |    |            |   |                 |  |             |    |  |   |    | 
|(Billions)                                                             |  | 2011           |    | 2010       |  
|                                                                       |  |                |    |            |  
|                                                                       |  | Carrying
Value |    | Fair
Value |   | Carrying
 Value |  | Fair
 Value |   
|                                                                       |  |                |    |            |   |                 |  |             |   
|Financial Assets:                                                      |  |                |    |            |   |                 |  |             |    |  |   |    | 
|Assets for which carrying values equal or
 approximate fair value      |  | $              | 21 |            | $ | 21              |  | $           | 18 |  | $ | 18 | 
|Loans to affiliates                                                    |  | $              | 11 |            | $ | 11              |  | $           | 11 |  | $ | 11 | 
|Financial Liabilities:                                                 |  |                |    |            |   |                 |  |             |    |  |   |    | 
|Liabilities for which carrying values equal
 or approximate fair value |  | $              | 9  |            | $ | 9               |  | $           | 7  |  | $ | 7  | 
|Long-term debt                                                         |  | $              | 19 |            | $ | 20              |  | $           | 19 |  | $ | 19 | 
|                                                                       |  |                |    |            |   |                 |  |             |    |  |   |    | 

| |                                                                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair
 values of these financial instruments are estimates based upon the market
 conditions and perceived risks as of March 31, 2011 and December 31, 2010,
 and require management judgment. These figures may not be indicative of their
 future fair values. The fair value of Credco cannot be reliably estimated by
 aggregating the amounts presented.
| |                                                                                                                                                                                                                                                                                                                                                                 
| | The following
 methods were used to determine estimated fair values:                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Financial Assets for Which Carrying Values Equal or Approximate Fair
 Value                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Financial
 assets for which carrying values equal or approximate fair value include cash
 and cash equivalents, cardmember receivables, cardmember loans, due from
 affiliates, accrued interest and certain other assets. For these assets, the
 carrying values approximate fair value because they are short term in
 duration or variable rate in nature.   
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Financial Assets Carried at Other Than Fair Value                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Loans to
 affiliates                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Loans to
 affiliates are recorded at historical cost on the Consolidated Balance
 Sheets. Fair value is estimated based on either the fair value of the
 underlying collateral or the terms implicit in the loan agreements as
 compared with current market terms for similar loans.                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Financial Liabilities for Which Carrying Values Equal or Approximate
 Fair Value                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Financial
 liabilities for which carrying values equal or approximate fair value include
 short-term debt, short-term debt to affiliates, accrued interest, and certain
 other liabilities for which the carrying values approximate fair value
 because they are short term in duration, variable rate in nature, or have no
 defined maturity.                
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Financial Liabilities Carried at Other Than Fair Value                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Long-term debt                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                 
| | Long-term
 debt is recorded at historical issuance cost on the Consolidated Balance
 Sheets. Fair value is estimated using either quoted market prices or
 discounted cash flows based on Credcos current borrowing rates for similar
 types of borrowings.                                                                                                    

- 6 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|3. | Cardmember Receivables and Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Cardmember Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Cardmember receivables
 represent amounts due from American Express charge card payment product
 customers. For American Express, these cardmember receivables are recorded at
 the time a cardmember enters into a point-of-sale transaction with a
 merchant. Charge card customers generally must pay the full amount billed
 each month. Each charge card transaction is authorized based on its likely
 economics reflecting a cardmembers most recent credit information and spend
 patterns. Global limits are established to limit maximum exposure for high
 risk and some high spend charge cardmembers. Accounts of high risk, out of
 pattern charge cardmembers can be monitored even if they are current.                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Credco
 records these cardmember receivables at the time they are purchased from TRS
 and certain of its subsidiaries that issue the card (card issuers).
 Cardmember receivable balances are presented on the Consolidated Balance
 Sheets, net of reserves for losses (refer to Note 4), and typically include
 principal and any related accrued fees. Cardmember receivables also include
 participation interests purchased from an affiliate. Participation interests
 in cardmember receivables represent undivided interests in the cash flows of
 the non-interest-bearing cardmember receivables and are purchased without
 recourse by Credco Receivables Corporation (CRC) from American Express
 Receivables Financing Corporation V LLC (RFC V). As of March 31, 2011 and
 December 31, 2010, CRC owned approximately $5.6 billion and $3.7 billion,
 respectively, of participation interests in cardmember receivables purchased
 from RFC V.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Cardmember
 receivables as of March 31, 2011 and December 31, 2010 consisted of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                                 |  |   |        |  |   |        | 
|------------------------------------------------ |  | - | ------ |  | - | ------ | 
|                                                 |  |   |        |  |   |        | 
|(Millions)                                       |  |   | 2011   |  |   | 2010   | 
|                                                 |  |   |        |  |   |        | 
|U.S.
 Consumer and Small Business Services       |  | $ | 5,118  |  | $ | 3,497  | 
|International
 and Global Commercial Services(a) |  |   | 9,756  |  |   | 8,876  | 
|                                                 |  |   |        |  |   |        | 
|Gross
 Cardmember receivables                    |  |   | 14,874 |  |   | 12,373 | 
|Less:
 Cardmember receivables reserve for losses |  |   | 127    |  |   | 112    | 
|                                                 |  |   |        |  |   |        | 
|Cardmember
 receivables, net(b)                  |  | $ | 14,747 |  | $ | 12,261 | 
|                                                 |  |   |        |  |   |        | 

|    |                                                                                                 
|--- | ------------------------------------------------------------------------------------------------
|(a) | International is comprised of consumer and small
 business services.                            
|    |                                                                                                 
|(b) | Cardmember receivables modified in a troubled debt
 restructuring (TDR) program were immaterial.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Cardmember loans represent amounts due from customers of American
 Express and certain of its affiliates lending payment products. For American
 Express, these cardmember loans are recorded at the time a cardmember enters
 into a point-of-sale transaction with a merchant or when a charge card
 customer enters into an extended payment arrangement. American Express
 lending portfolios primarily include revolving loans to cardmembers obtained
 through either credit card accounts or the lending on charge feature of their
 charge card accounts. These loans have a range of terms such as credit
 limits, interest rates, fees and payment structures, which can be adjusted
 over time based on new information about cardmembers and in accordance with
 applicable regulations and the respective products terms and conditions.
 Cardmembers holding revolving loans are typically required to make monthly
 payments greater than or equal to certain pre-established amounts. The
 amounts that cardmembers choose to revolve are subject to finance charges.
 When cardmembers fall behind on their required payments, their accounts will
 be monitored.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Credco records these cardmember loans at the time they are purchased
 from TRS and certain of its affiliates. Cardmember loans are presented on the
 Consolidated Balance Sheets, net of reserves for cardmember losses and
 unamortized net card fees, and include accrued interest receivable and fees.
 Credcos policy generally is to cease accruing for interest receivable on a
 cardmember loan at the time the account is written off. Credco establishes
 reserves for interest that Credco believes will not be collected.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember
 loans, consisting of loans in the International Card Services portfolio, as
 of March 31, 2011 and December 31, 2010 consisted of:

|                                          |  |   |      |  |   |      | 
|----------------------------------------- |  | - | ---- |  | - | ---- | 
|                                          |  |   |      |  |   |      | 
|(Millions)                                |  |   | 2011 |  |   | 2010 | 
|                                          |  |   |      |  |   |      | 
|Cardmember loans, gross                   |  | $ | 365  |  | $ | 380  | 
|Less: Cardmember loans reserve for losses |  |   | 8    |  |   | 9    | 
|                                          |  |   |      |  |   |      | 
|Cardmember loans, net (a)                 |  | $ | 357  |  | $ | 371  | 
|                                          |  |   |      |  |   |      | 

| |     |                                                                                        
| | --- | ---------------------------------------------------------------------------------------
| | (a) | There are no cardmember loans modified in a troubled
 debt restructuring (TDR) program.

| |                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember Receivables and Cardmember Loans
 Aging                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                          
| | Generally a
 cardmember account is considered past due if payment is not received within
 30 days after the billing statement date. The following table represents the
 aging of cardmember receivables and cardmember loans as of March 31, 2011 and
 December 31, 2010:

|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|------------------------------------------------- |  | ------- | ----- | --------------------- | - | ---------------------- | - | ------------------ | -- | ----- | - | -- |  | - | ----- | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|2011(Millions)                                    |  | Current |       | 30-59 Days
 Past Due  |   | 60-89
 Days 
 Past Due |   | 90+ Days
 Past Due |    | Total |  
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |  
|Cardmember Receivables:                           |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|U.S.
 Consumer and Small Business Services        |  | $       | 5,036 |                       | $ | 38                     |   | $                  | 17 |       | $ | 27 |  | $ | 5,118 | 
|International
 and Global Commercial Services (a) |  |         | (b    | )                     |   | (b                     | ) |                    | (b | )     |   | 73 |  |   | 9,756 | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|Cardmember Loans:                                 |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|International
 Card Services (c)                  |  | $       | 352   |                       | $ | 8                      |   | $                  | 2  |       | $ | 3  |  | $ | 365   | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|2010 (Millions)                                   |  | Current |       | 30-59
 Days
 Past Due |   | 60-89
 Days
 Past Due  |   | 90+ Days
 Past Due |    | Total |  
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |  
|Cardmember Receivables:                           |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|U.S.
 Consumer and Small Business Services        |  | $       | 3,453 |                       | $ | 18                     |   | $                  | 8  |       | $ | 18 |  | $ | 3,497 | 
|International
 and Global Commercial Services (a) |  |         | (b    | )                     |   | (b                     | ) |                    | (b | )     |   | 76 |  |   | 8,876 | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|Cardmember Loans:                                 |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 
|International
 Card Services (c)                  |  | $       | 367   |                       | $ | 7                      |   | $                  | 2  |       | $ | 4  |  | $ | 380   | 
|                                                  |  |         |       |                       |   |                        |   |                    |    |       |   |    |  |   |       | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | For cardmember receivables
 in International and Global Commercial Services, delinquency data is tracked
 based on days past billing status rather than days past due. A cardmember
 account is considered 90 days past billing if payment has not been received
 within 90 days of the cardmembers billing statement date. In addition, if
 Credco initiates collection procedures on an account prior to the account
 becoming 90 days past billing the associated cardmember receivable balance is
 considered as 90 days past billing. These amounts are shown above as 90+ Days
 Past Due for presentation purposes.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | Historically, data for
 periods prior to 90 days past billing are not available due to system
 constraints. Therefore, it has not been utilized for risk management
 purposes. The balances that are current-89 days past due can be derived as the difference between the
 Total and the 90+ Days Past Due balances.                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | Cardmember loans over 90
 days past due continue to accrue interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | Credit Quality Indicators for Cardmember
 Receivables and Cardmember Loans                                    
| |                                                                                                               
| | The
 following table presents the key credit quality indicators as of or for the
 three months ended March 31:

|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |     |   |  |     |  
|--------------------------------------------------------------------- |  | ------------------------------------------ | --- | ---------------------------------------- |  | ---------------------------------------- | --- | ---------------------------------------------- | --- | - |  | --- | -
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |     |   |  |     |  
|                                                                      |  | 2011                                       |     | 2010                                     | 
|                                                                      |  |                                            |     |                                          | 
|                                                                      |  | Net
 Write-off
 Rate                       | (a) | 30 DaysPast Dueas a % ofTotal            |  | Net
 Write-off
 Rate                     | (a) | 30 Days
 Past Due
 as a % of
 Total            |    
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |    
|U.S. Consumer and Small Business Services
 Cardmember Receivables     |  |                                            | 1.6 | %                                        |  | 1.6                                      | %   |                                                | 1.7 | % |  | 1.7 | %
|International Card Services Cardmember
 Loans                         |  |                                            | 1.1 | %                                        |  | 3.5                                      | %   |                                                | 3.9 | % |  | 5.3 | %
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |     |   |  |     |  
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |     |   |  |     |  
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |     |   |  |     |  
|                                                                      |  | 2011                                       |     | 2010                                     | 
|                                                                      |  |                                            |     |                                          | 
|                                                                      |  | Net Loss
 Ratio as a
 % of
 Charge
 Volume | (b) | 90 DaysPastBilling
 as a % ofReceivables |  | Net Loss
 Ratio as a% of
 Charge
 Volume | (b) | 90 Days
 Past
 Billing
 as a % of
 Receivables |    
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |    
|International and Global Commercial
 Services
 Cardmember Receivables |  |                                            | 0.1 | %                                        |  | 0.7                                      | %   |                                                | 0.3 | % |  | 0.8 | %
|                                                                      |  |                                            |     |                                          |  |                                          |     |                                                |     |   |  |     |  

| |                                                                                                                                                            |                                                                                                                                                                                                                                     
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                        | Credcos write-offs, net of recoveries, are expressed
 as a percentage of the average amount of cardmember receivables owned by
 Credco at the beginning of the year and at the end of each month in each of
 the periods indicated.
| |                                                                                                                                                            |                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                        | Credcos write-offs, net of recoveries, are expressed
 as a percentage of the volume of cardmember receivables purchased by Credco
 in each of the periods indicated.                                                               
| |                                                                                                                                                            |                                                                                                                                                                                                                                     
| | Refer to Note 4 for other factors, including external environmental
 factors, that management considers as part of its evaluation of reserves for
 losses.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Reserves for Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Reserves for Losses  Cardmember
 Receivables and Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Reserves for losses relating to cardmember receivables and loans
 represent managements best estimate of the losses inherent in Credcos
 outstanding portfolios. Credcos total provisions for losses were $22 million
 and $58 million for the three months ended March 31, 2011 and 2010,
 respectively. Managements evaluation process requires certain estimates and
 judgments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Reserves for
 these losses are primarily based upon models that analyze portfolio
 performance and reflect managements judgment regarding overall reserve
 adequacy. The analytic models take into account several factors, including
 average losses and recoveries over an appropriate historical period.
 Management considers whether to adjust the analytic models for specific
 factors such as increased risk in certain portfolios, impact of risk
 management initiatives on portfolio performance and concentration of credit
 risk based on factors such as tenure, industry or geographic regions. In
 addition, management adjusts the reserves for losses on cardmember loans for
 other external environmental factors including leading economic and market
 indicators, such as the unemployment rate, Gross Domestic Product (GDP), home
 price indices, non-farm payrolls, personal consumption expenditures index,
 consumer confidence index, purchasing managers index, bankruptcy filings and
 the legal and regulatory environment. Generally, due to the short-term nature
 of cardmember receivables and loans, the impact of additional external factors
 on the inherent losses within the cardmember portfolios is not significant.
 As part of this evaluation process, management also considers various reserve
 coverage metrics, such as reserves as a percentage of past-due amounts,
 reserves as a percentage of cardmember receivables or loans and net write-off
 coverage.

- 9 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember
 receivables and loan balances are written off when management deems amounts
 to be uncollectible and is generally determined by the number of days past
 due, which is generally no later than 180 days past due. Receivables in
 bankruptcy or owed by deceased individuals are written off upon notification.
 Recoveries are recognized on a cash basis.
| |                                                                                                                                                                                                                                                                                                                                                                        
| | Changes in Cardmember Receivables Reserve
 for Losses                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                        
| | The
 following table presents changes in the cardmember receivables reserve for
 losses for the three months ended March 31:                                                                                                                                                                                                                                           

|                                          |  |      |     |      |   |     |  
|----------------------------------------- |  | ---- | --- | ---- | - | --- | -
|                                          |  |      |     |      |  
|(Millions)                                |  | 2011 |     | 2010 |  
|                                          |  |      |     |      |  
|Balance,
 January 1                       |  | $    | 112 |      | $ | 141 |  
|Additions:                                |  |      |     |      |   |     |  
|Cardmember receivables provisions (a)     |  |      | 22  |      |   | 52  |  
|Other credits (b)                         |  |      | 23  |      |   | 19  |  
|Deductions:                               |  |      |     |      |   |     |  
|Cardmember receivables net write-offs (c) |  |      | (30 | )    |   | (82 | )
|                                          |  |      |     |      |   |     |  
|Balance,
 March 31(d)                     |  | $    | 127 |      | $ | 130 |  
|                                          |  |      |     |      |   |     |  

| |                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                               
| | ---------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                    | Represents loss provisions
 for cardmember receivables consisting of principal (resulting from authorized
 transactions) and fee reserve components.                                                                                                                                                                                                          
| |                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                               
| | (b)                                                                                                                    | Primarily represents reserve
 balances applicable to new groups of cardmember receivables purchased from
 TRS and certain of its subsidiaries and participation interests purchased
 from affiliates. New groups of cardmember receivables purchased totaled $2.7
 billion and $2.0 billion for the three months ended March 31, 2011 and 2010,
 respectively.
| |                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                               
| | (c)                                                                                                                    | Represents write-offs
 consisting of principal (resulting from authorized transactions) and fee
 components, less recoveries of $25 million and $33 million for the three
 months ended March 31, 2011 and 2010, respectively.                                                                                                                                
| |                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                               
| | (d)                                                                                                                    | Volume of receivables
 purchased was $42.8 billion and $36.6 billion for the three months ended
 March 31, 2011and 2010, respectively.                                                                                                                                                                                                                        
| |                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                               
| | Changes in Cardmember Loans Reserve for
 Losses                                                                       
| |                                                                                                                       
| | The
 following table presents changes in the cardmember loans reserve for losses
 for the three months ended March 31:

|                                    |  |      |    |      |   |    |  
|----------------------------------- |  | ---- | -- | ---- | - | -- | -
|                                    |  |      |    |      |  
|(Millions)                          |  | 2011 |    | 2010 |  
|                                    |  |      |    |      |  
|Balance,
 January 1                 |  | $    | 9  |      | $ | 19 |  
|Additions:                          |  |      |    |      |   |    |  
|Cardmember loans provisions (a)     |  |      | ―  |      |   | 6  |  
|Deductions:                         |  |      |    |      |   |    |  
|Cardmember loans net write-offs (b) |  |      | (1 | )    |   | (5 | )
|                                    |  |      |    |      |   |    |  
|Balance,
 March 31(c)               |  | $    | 8  |      | $ | 20 |  
|                                    |  |      |    |      |   |    |  

|    |                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Represents loss
 provisions for cardmember loans consisting of principal (resulting from
 authorized transactions), interest and fee reserves components.                   
|    |                                                                                                                                                                             
|(b) | Cardmember loans net
 write-offs include recoveries of $2 million for both the three months ended
 March 31, 2011 and 2010. Recoveries of interest and fees were de minimis.
|    |                                                                                                                                                                             
|(c) | Volume of loans
 purchased was $0.7 billion and $0.5 billion for the three months ended March
 31, 2011 and 2010, respectively.                                             

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                              
|   | Comprehensive
 income includes net income and changes in accumulated other comprehensive
 income (loss) (AOCI), which is a balance sheet item in the Shareholders
 Equity section of Credcos Consolidated Balance Sheets. AOCI is comprised of
 items that have not been recognized in earnings but may be recognized in
 earnings in the future when certain events occur.
|   |                                                                                                                                                                                                                                                                                                                                                                              
|   | The components of
 comprehensive income, net of tax for the three months ended March 31 were as
 follows:                                                                                                                                                                                                                                                                    
|

|                                         |  |                               |     |      |   |      |  
|---------------------------------------- |  | ----------------------------- | --- | ---- | - | ---- | -
|                                         |  |                               |    
|                                         |  | Three Months Ended
 March 31, |    
|                                         |  |                               |    
|(Millions)                               |  | 2011                          |     | 2010 |  
|                                         |  |                               |     |      |  
|Net income                               |  | $                             | 69  |      | $ | 95   |  
|Other
 comprehensive income (loss):      |  |                               |     |      |   |      |  
|Net unrealized securities losses         |  |                               | ―   |      |   | (4   | )
|Net unrealized derivatives gains         |  |                               | ―   |      |   | 1    |  
|Foreign currency translation adjustments |  |                               | 142 |      |   | (171 | )
|                                         |  |                               |     |      |   |      |  
|Total                                    |  | $                             | 211 |      | $ | (79  | )
|                                         |  |                               |     |      |   |      |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------
|6. | Derivatives and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Credco uses
 derivative financial instruments (derivatives) to manage exposure to various
 market risks. Market risk is the risk to earnings or value resulting from
 movements in market prices. Credcos market risk exposure is primarily
 generated by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Interest
 rate risk in its funding activities; and                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Foreign
 exchange risk in its operations outside the United States.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                    
|   | General
 principles and the overall framework for managing market risk across American
 Express and its subsidiaries, including Credco, are defined in the Market
 Risk Policy, which is the responsibility of the Asset-Liability Committee
 (ALCO). Market risk limits and escalation triggers in that policy are
 approved by the ALCO and by the Enterprise-wide Risk Management Committee
 (ERMC). Market risk is centrally monitored for compliance with policy and
 limits by the Market Risk Committee, which reports into the ALCO and is
 chaired by the Chief Market Risk Officer of American Express. Market risk
 management is also guided by policies covering the use of derivatives,
 funding and liquidity and investments.                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Derivatives
 derive their value from an underlying variable or multiple variables,
 including interest rate, and foreign exchange rate. These instruments enable
 end users to increase, reduce or alter exposure to various market risks and,
 for that reason, are an integral component of Credcos market risk
 management. Credco does not engage in derivatives for trading purposes.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Interest
 rate exposure within Credcos charge card and fixed-rate lending products is
 managed by varying the proportion of total funding provided by short-term and
 variable-rate debt compared to fixed-rate debt. In addition, interest rate
 swaps are used from time to time to effectively convert fixed-rate debt to
 variable-rate or to convert variable-rate debt to fixed-rate. Credco may
 change the mix between variable-rate and fixed-rate funding based on changes
 in business volumes and mix, among other factors.                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Foreign
 exchange risk is generated by (i) funding foreign currency cardmember
 receivables and loans with U.S. dollars and (ii) foreign subsidiary equity
 and foreign currency earnings in units outside the United States. Credco
 hedges this market exposure to the extent it is economically justified
 through various means, including the use of derivatives such as foreign
 exchange forwards and cross-currency swap contracts, which can help lock-in
 the value of Credcos exposure to specific currencies. Exposures from foreign
 subsidiary equity in Credcos units outside the United States are hedged
 through various means, including the use of foreign currency debt and foreign
 exchange forwards executed either by Credco or TRS.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Derivatives
 may give rise to counterparty credit risk, which is the risk that a
 derivative counterparty will default on, or otherwise be unable to perform
 pursuant to, an uncollateralized derivative exposure. Credco manages this
 risk by considering the current exposure, which is the replacement cost of
 contracts on the measurement date, as well as estimating the maximum
 potential value of the contracts over the next 12 months, considering such
 factors as the volatility of the underlying or reference index. To mitigate
 derivative credit risk, counterparties are required to be pre-approved and
 rated as investment grade. Counterparty risk exposures are monitored by
 American Express Institutional Risk Management Committee (IRMC). The IRMC
 formally reviews large institutional exposures to ensure compliance with
 American Express ERMC guidelines and procedures and determines the risk
 mitigation actions, when necessary. Additionally, in order to mitigate the
 bilateral counterparty credit risk associated with derivatives, Credco has,
 in certain limited instances, entered into agreements with its derivative
 counterparties including master netting agreements, that may provide a right
 of offset for certain exposures between the parties.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | In relation
 to Credcos credit risk, under the terms of the derivative agreements it has
 with its various counterparties, Credco is not required to either immediately
 settle any outstanding liability balances or post collateral upon the
 occurrence of a specified credit risk-related event. As of March 31, 2011,
 the counterparty credit risk associated with Credcos derivatives was not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Credcos derivatives are carried at fair
 value on the Consolidated Balance Sheets. The accounting for changes in fair
 value depends on the instruments intended use and the resulting hedge
 designation, if any, as discussed below. Refer to Note 2 for a description of
 Credcos methodology for determining the fair value of its derivatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
 following table summarizes the total gross fair value, excluding interest
 accruals, of derivative assets and liabilities as of March 31, 2011 and
 December 31, 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                                         |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|-------------------------------------------------------- |  | ---------------------------------------------- | --- | --------------------------------------------------- | - | ---- |  | ---- | -- |  | - | --
|                                                         |  |                                                |     |                                                    
|                                                        
|                                                         |  | Deferred Charges and
 Other Assets
 Fair Value |     | Accrued Interest and
 Other Liabilities
 Fair Value
|                                                         |  |                                                |     |                                                    
|(Millions)                                               |  | 2011                                           |     | 2010                                                |   | 2011 |  | 2010
|                                                         |  |                                                |     |                                                     |   |      |  |     
|Derivatives
 designated as hedging instruments:          |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Interest rate contracts                                  |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Fair value hedges                                        |  | $                                              | 374 |                                                     | $ | 444  |  | $    | 53 |  | $ | 38
|Cash flow hedges                                         |  |                                                | 1   |                                                     |   | 2    |  |      | 1  |  |   | 2 
|Foreign exchange contracts                               |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Net investment hedges                                    |  |                                                | 1   |                                                     |   | ―    |  |      | 15 |  |   | 16
|                                                         |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Total
 derivatives designated as hedging instruments     |  | $                                              | 376 |                                                     | $ | 446  |  | $    | 69 |  | $ | 56
|                                                         |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Derivatives
 not designated as hedging instruments:      |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Interest rate contracts                                  |  | $                                              | 1   |                                                     | $ | 1    |  | $    | 3  |  | $ | 3 
|Foreign exchange contracts                               |  |                                                | 53  |                                                     |   | 51   |  |      | 26 |  |   | 22
|                                                         |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Total
 derivatives not designated as hedging instruments |  | $                                              | 54  |                                                     | $ | 52   |  | $    | 29 |  | $ | 25
|                                                         |  |                                                |     |                                                     |   |      |  |      |    |  |   |   
|Total
 derivatives(a)                                    |  | $                                              | 430 |                                                     | $ | 498  |  | $    | 98 |  | $ | 81
|                                                         |  |                                                |     |                                                     |   |      |  |      |    |  |   |   

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | GAAP permits the netting of
 derivative assets and derivative liabilities when a legally enforceable
 master netting agreement exists between Credco and its derivative
 counterparty. As of March 31, 2011, there were no derivative assets and
 liabilities that have been offset. As of December 31, 2010, $1 million of
 derivative assets and liabilities have been offset and presented net on the
 Consolidated Balance Sheets.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivative Financial Instruments that Qualify for Hedge Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivatives
 executed for hedge accounting purposes are documented and designated as such
 when Credco enters into the contracts. In accordance with its risk management
 policies, Credco structures its hedges with very similar terms to the hedged
 items. Credco formally assesses, at inception of the hedge accounting
 relationship and on a quarterly basis, whether derivatives designated as
 hedges are highly effective in offsetting the fair value or cash flows of the
 hedged items. These assessments usually are made through the application of
 the regression analysis method. If it is determined that a derivative is not
 highly effective as a hedge, Credco will discontinue the application of hedge
 accounting.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Fair Value Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | A fair value
 hedge involves a derivative designated to hedge Credcos exposure to future
 changes in the fair value of an asset or a liability, or an identified
 portion thereof that is attributable to a particular risk. Credco is exposed
 to interest rate risk associated with its fixed-rate long-term debt. Credco
 uses interest rate swaps to convert certain fixed-rate long-term debt to
 floating-rate at the time of issuance. As of both March 31, 2011 and December
 31, 2010, Credco hedged $8.9 billion of its fixed-rate debt to floating-rate
 debt using interest rate swaps.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | To the
 extent the fair value hedge is effective, the gain or loss on the hedging
 instrument offsets the loss or gain on the hedged item attributable to the
 hedged risk. Any difference between the changes in the fair value of the
 derivative and the hedged item is referred to as hedge ineffectiveness and is
 reflected in earnings as a component of other, net expenses. Hedge ineffectiveness
 may be caused by differences between the debts interest coupon and the
 benchmark rate, which are primarily due to credit spreads at inception of the
 hedging relationship that are not reflected in the valuation of the interest
 rate swap. Furthermore, hedge ineffectiveness may be caused by changes in the
 relationship between 3-month LIBOR and 1-month LIBOR rates, as these
 so-called basis spreads may impact the valuation of the interest rate swap
 without causing an offsetting impact in the value of the hedged debt. If a
 fair value hedge is de-designated or no longer considered to be effective,
 changes in fair value of the derivative continue to be recorded through
 earnings but the hedged asset or liability is no longer adjusted for changes
 in fair value due to changes in interest rates. The existing basis adjustment
 of the hedged asset or liability is then amortized or accreted as an
 adjustment to yield over the remaining life of that asset or liability.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The
 following table summarizes the impact on the Consolidated Statements of
 Income associated with Credcos hedges of fixed-rate long-term debt:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                              |  |                                     |  |             |      |                            |   |          |  |                      |  |      |    |      |   |      |   |   |      |  |   |   | 
|----------------------------- |  | ----------------------------------- |  | ----------- | ---- | -------------------------- | - | -------- |  | -------------------- |  | ---- | -- | ---- | - | ---- | - | - | ---- |  | - | - | 
|                              | 
|Three Months
 Ended March 31: | 
|                              | 
|(Millions)                    |  | Gains (losses) recognized in income | 
|                              |  |                                     | 
|                              |  | Derivative contract                 |  | Hedged item |      |                            |  
|                              |  |                                     |  |             |      | Net hedge
 ineffectiveness |  
|                              |  |                                     |  | Amount      |      |                            |   | Amount   |  |                     
|                              |  |                                     |  |             |      |                            |   |          |  |                      | 
|Derivative Relationship       |  | Location                            |  | 2011        |      | 2010                       |   | Location |  | 2011                 |  | 2010 |    | 2011 |   | 2010 |  
|                              |  |                                     |  |             |      |                            |   |          |  |                      |  |      |    |      |   |      |  
|Interest
 rate contracts      |  | Other, net
 expenses                |  | $           | (85) |                            | $ | 70       |  | Other, net
 expenses |  | $    | 75 |      | $ | (64  | ) | $ | (10) |  | $ | 6 | 
|                              |  |                                     |  |             |      |                            |   |          |  |                      |  |      |    |      |   |      |   |   |      |  |   |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credco also
 recognized a net reduction in interest expense on long-term debt and other of
 $63 million and $65 million for the three months ended March 31, 2011 and
 2010, respectively, primarily related to the net settlements (interest
 accruals) on Credcos interest rate derivatives designated as fair value
 hedges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Cash Flow Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | A cash flow
 hedge involves a derivative designated to hedge Credcos exposure to variable
 future cash flows attributable to a particular risk. Such exposures may
 relate to either an existing recognized asset or liability, or a forecasted
 transaction. Credco hedges existing long-term variable-rate debt, the
 rollover of short-term borrowings and the anticipated forecasted issuance of
 additional funding through the use of derivatives, primarily interest rate
 swaps. These derivative instruments effectively convert floating-rate debt to
 fixed-rate debt for the duration of the instrument. As of both March 31, 2011
 and December 31, 2010, Credco hedged $0.8 billion of its floating-rate debt
 using interest rate swaps.                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For
 derivatives designated as cash flow hedges, the effective portion of the gain
 or loss on the derivatives is recorded in AOCI and reclassified into earnings
 when the hedged cash flows are recognized in earnings. The amount that is
 reclassified into earnings is presented in the Consolidated Statements of
 Income in the same line item in which the hedged instrument or transaction is
 recognized, primarily in interest expense. Any ineffective portion of the
 gain or loss on the derivatives is reported as a component of other, net
 expenses. If a cash flow hedge is de-designated or terminated prior to
 maturity, the amount previously recorded in AOCI is recognized into earnings
 over the period that the hedged item impacts earnings. If a hedge
 relationship is discontinued because it is probable that the forecasted
 transaction will not occur according to the original strategy, any related
 amounts previously recorded in AOCI are recognized into earnings immediately.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Unaudited)

| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In the
 normal course of business, as the hedged cash flows are recognized into
 earnings, Credco expects to reclassify $1 million of net pretax losses on
 derivatives from AOCI into earnings during the next 12 months.
| |                                                                                                                                                                                                                           
| | The
 following table summarizes the impact of cash flow hedges on the Consolidated
 Statements of Income:                                                                                                                 

|                                      |  |                                     |  |                                             |     |      |   |                            |  |                      |  |      |   |  |   |   | 
|------------------------------------- |  | ----------------------------------- |  | ------------------------------------------- | --- | ---- | - | -------------------------- |  | -------------------- |  | ---- | - |  | - | - | 
|                                      |  |                                     |  |                                             |     |      |   |                            |  |                      |  |      |   |  |   |   | 
|For the
 Three Months Ended March 31: | 
|                                      | 
|                                      |  | Gains (losses) recognized in income | 
|                                      |  |                                     | 
|                                      |  |                                     |  | Amount
 reclassified from
 AOCI into income |     |      |   | Net hedge
 ineffectiveness | 
|                                      |  |                                     |  |                                             |     |      |   |                            | 
|(Millions)                            |  | Location                            |  | 2011                                        |     | 2010 |   | Location                   |  | 2011                 |  | 2010 |  
|                                      |  |                                     |  |                                             |     |      |   |                            |  |                      |  |      |  
|Interest
 rate contracts(a)           |  | Interest
 expense                   |  | $                                           | (1) |      | $ | (2)                        |  | Other, net
 expenses |  | $    | ― |  | $ | ― | 
|                                      |  |                                     |  |                                             |     |      |   |                            |  |                      |  |      |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | During the three months
 ended March 31, 2011 and 2010, there were no forecasted transactions that
 were considered no longer probable to occur.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | Net Investment Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | A net
 investment hedge is used to hedge future changes in currency exposure of a
 net investment in a foreign operation. Credco primarily designates foreign
 currency derivatives, typically foreign exchange forwards, and on occasion
 foreign currency denominated debt, as hedges of net investments in certain
 foreign operations. These instruments reduce exposure to changes in currency
 exchange rates on Credcos investments in non-U.S. subsidiaries. The
 effective portion of the gain or loss on net investment hedges is recorded in
 AOCI as part of the cumulative translation adjustment. Any ineffective
 portion of the gain or loss on net investment hedges is recognized in other,
 net expenses during the period of change. No ineffectiveness or other amounts
 were reclassified from AOCI into income for the three months ended March 31,
 2011 or 2010.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | Derivatives Not Designated as Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | Credco has
 derivatives that act as economic hedges but are not designated for hedge
 accounting purposes. Foreign currency transactions and non-U.S. dollar cash
 flow exposures from time to time may be partially or fully economically
 hedged through foreign currency contracts, primarily foreign exchange
 forwards, options and cross-currency swaps. These hedges generally mature
 within one year. Foreign currency contracts involve the purchase and sale of
 a designated currency at an agreed upon rate for settlement on a specified
 date. The changes in the fair value of the derivatives effectively offset the
 related foreign exchange gains or losses on the underlying balance sheet
 exposures. From time to time, Credco may enter into interest rate swaps to
 specifically manage funding costs related to American Express proprietary
 card business.   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | For
 derivatives that are not designated as hedges, changes in fair value are
 reported in current period earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                 
| | The
 following table summarizes the impact of derivatives not designated as hedges
 on the Consolidated Statements of Income:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|                                      |  |                            |  |        |    |      |   |    |  
|------------------------------------- |  | -------------------------- |  | ------ | -- | ---- | - | -- | -
|                                      |  |                            | 
|For the
 Three Months Ended March 31, |  | Gains recognized in income | 
|                                      |  |                            | 
|                                      |  |                            |  | Amount |   
|                                      |  |                            |  |        |   
|(Millions)                            |  | Location                   |  | 2011   |    | 2010 |  
|                                      |  |                            |  |        |    |      |  
|Foreign
 exchange contracts           |  | Other, net
 expenses       |  | $      | 26 |      | $ | (7 | )
|                                      |  | Interest
 expense          |  |        |   |      |   | 20 |  
|                                      |  |                            |  |        |    |      |   |    |  
|Total                                 |  |                            |  | $      | 26 |      | $ | 13 |  
|                                      |  |                            |  |        |    |      |   |    |  

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | Variable Interest Entity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Credco has
 established a variable interest entity (VIE), American Express Canada Credit
 Corporation (AECCC), used primarily to loan funds to affiliates. Credco has a
 shelf registration in Canada for a medium-term note program providing for the
 issuance of notes by AECCC. All notes issued under this program are fully
 guaranteed by Credco. These medium-term note issuances are the primary source
 of financing loans to the Canadian affiliate. Credco is considered the
 primary beneficiary of the entity and owns all of the outstanding voting
 interests and therefore, consolidates the entity in accordance with
 accounting guidance governing consolidation of variable interest entities.
 Total assets as of both March 31, 2011 and December 31, 2010 were $2.4
 billion and are eliminated in consolidation. Total liabilities as of March
 31, 2011 and December 31, 2010 were $2.4 billion and $2.3 billion,
 respectively, and are primarily recorded in long-term debt. As of March 31,
 2011 and December 31, 2010, $512 million and $501 million, respectively, of
 liabilities were eliminated in consolidation. The assets of the VIE are not
 used solely to settle the obligations of the VIE. The note holders of the VIE
 have recourse to Credco.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The results
 of operations of Credco are included in the consolidated U.S. federal income
 tax return of American Express. Under an agreement with TRS, provision for
 income taxes is recognized on a separate company basis. If benefits for net
 operating losses, future tax deductions and foreign tax credits cannot be
 recognized on a separate company basis, such benefits are then recognized
 based upon a share, derived by formula, of those deductions and credits that
 are recognizable on a TRS consolidated reporting basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | American
 Express is under continuous examination by the Internal Revenue Service (IRS)
 and tax authorities in other countries and states in which American Express
 has significant business operations. The tax years under examination and open
 for examination vary by jurisdiction. In June 2008, the IRS completed its
 field examination of American Express federal tax returns for the years 1997
 through 2002. In July 2009, the IRS completed its field examination of
 American Express federal tax returns for the years 2003 and 2004. American
 Express is currently under examination by the IRS for the years 2005 through
 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Credco
 believes it is reasonably possible that the unrecognized tax benefits could
 decrease within the next 12 months by as much as $440 million principally as
 a result of potential resolutions of prior years tax items with various
 taxing authorities. Of the $440 million of unrecognized tax benefits,
 approximately $434 million relate to amounts recorded to equity that, if
 recognized, would not impact the effective rate. With respect to the
 remaining decrease of $6 million, it is not possible to quantify the impact
 such changes may have on the effective tax rate and net income due to the
 inherent complexities and the number of tax years currently under
 examination. Resolution of the prior years items that comprise this
 remaining amount could have an impact on the effective tax rate and on net
 income, either favorably (principally as a result of settlements that are
 less than the liability for unrecognized tax benefits) or unfavorably (if
 such settlements exceed the liability for unrecognized tax benefits).                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The following table summarizes Credcos effective tax rate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                       |  |                                     |   |                 |  |      |   
|---------------------- |  | ----------------------------------- | - | --------------- |  | ---- | --
|                       |  |                                     |   |                 | 
|                       |  | Three Months
 Ended
 March 31, 2011 |   | Full Year
 2010 | 
|                       |  |                                     |   |                 | 
|Effective
 tax rate(a) |  |                                     | ― | %(b)            |  | (7.4 | )%
|                       |  |                                     |   |                 |  |      |   

| |     |                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Each of the periods reflects
 recurring, permanent tax benefits in relation to the level of pretax income
 and geographic mix of business.
| |     |                                                                                                                                           
| | (b) | For the three months ended
 March 31, 2011, the effective tax rate includes the impact of certain
 discrete state tax items.              

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Table of Contents

| |         |                                                                                       
| | ------- | --------------------------------------------------------------------------------------
| | ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Overview                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | American
 Express Credit Corporation (Credco), together with its subsidiaries, is a
 wholly-owned subsidiary of American Express Travel Related Services Company,
 Inc. (TRS), a wholly-owned subsidiary of American Express Company (American
 Express).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Credco is
 engaged in the business of financing non-interest-bearing cardmember
 receivables arising from the use of the American Express® Card,
 the American Express® Gold Card, Platinum Card®,
 Corporate Card and other American Express cards issued in the United States
 and in certain countries outside the United States. Credco also finances
 certain interest-bearing and discounted revolving loans generated by
 cardmember spending on American Express credit cards issued in non-U.S.
 markets, although interest-bearing and revolving loans are primarily funded
 by subsidiaries of TRS other than Credco. American Express charge cards and
 American Express credit cards are collectively referred to herein as the
 Card.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Certain of
 the statements in this Form 10-Q report are forward-looking statements within
 the meaning of the Private Securities Litigation Reform Act of 1995. Refer to
 the Forward-Looking Statements section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Current Business Environment/Outlook                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Credcos
 results for the first quarter of 2011 continued to reflect strong spending
 growth and improved credit performance of the underlying cardmember
 receivables and loan portfolios at American Express. During the quarter
 cardmember spending volumes grew both in the United States and outside the
 United States, and across all of American Express businesses.                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The
 improving credit trends contributed to a reduction in loan and receivable
 write-offs over the course of the first quarter of 2011 when compared to
 2010. During the quarter, reserve coverage ratios remained at appropriate
 levels.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Despite
 strong momentum across American Express businesses, the economic and
 regulatory environments remain uncertain. In addition, favorable
 year-over-year comparisons will be more difficult in light of the strong 2010
 credit and volume trends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Results of Operations for the Three Months Ended March 31, 2011 and
 2010                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Pretax
 income depends primarily on the volume of cardmember receivables and loans
 purchased, the discount factor used to determine purchase price, interest
 earned, interest expense and the collectibility of cardmember receivables and
 loans purchased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Credcos
 consolidated net income decreased $26 million or 27 percent for the three
 months ended March 31, 2011 as compared to the same period in 2010. The
 year-over-year decrease is due to lower discount revenue, interest income
 from investments and higher interest expense, partially offset by higher
 interest income from affiliates and lower provisions for losses.                                                                                                                                                                                                                                                                                                                                                                

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Table of Contents

|
|
|
|

|                                                                          |  |      |     |      |   |      |  
|------------------------------------------------------------------------- |  | ---- | --- | ---- | - | ---- | -
|                                                                          |  |      |     |      |  
|(Millions)                                                                |  | 2011 |     | 2010 |  
|                                                                          |  |      |     |      |  
|                                                                          |  |      |     |      |   |      |  
|Discount
 revenue earned from purchased cardmember receivables and loans: |  |      |     |      |   |      |  
|Volume of receivables and loans purchased                                 |  | $    | 25  |      | $ | 73   |  
|Discount rates                                                            |  |      | (59 | )    |   | (144 | )
|                                                                          |  |      |     |      |   |      |  
|Total                                                                     |  | $    | (34 | )    | $ | (71  | )
|                                                                          |  |      |     |      |   |      |  
|                                                                          |  |      |     |      |   |      |  
|Interest
 income from affiliates:                                         |  |      |     |      |   |      |  
|Average loans to affiliates                                               |  | $    | (3  | )    | $ | 5    |  
|Interest rates                                                            |  |      | 14  |      |   | (9   | )
|                                                                          |  |      |     |      |   |      |  
|Total                                                                     |  | $    | 11  |      | $ | (4   | )
|                                                                          |  |      |     |      |   |      |  
|                                                                          |  |      |     |      |   |      |  
|Interest
 income from investments:                                        |  |      |     |      |   |      |  
|Average investments outstanding                                           |  | $    | (6  | )    | $ | (26  | )
|Interest rates                                                            |  |      | (2  | )    |   | 4    |  
|                                                                          |  |      |     |      |   |      |  
|Total                                                                     |  | $    | (8  | )    | $ | (22  | )
|                                                                          |  |      |     |      |   |      |  
|                                                                          |  |      |     |      |   |      |  
|Finance
 revenue:                                                         |  |      |     |      |   |      |  
|Average cardmember loans outstanding                                      |  | $    | (2  | )    | $ | ―    |  
|Interest rates                                                            |  |      | 1   |      |   | (2   | )
|                                                                          |  |      |     |      |   |      |  
|Total                                                                     |  | $    | (1  | )    | $ | (2   | )
|                                                                          |  |      |     |      |   |      |  
|                                                                          |  |      |     |      |   |      |  
|Interest
 expense:                                                        |  |      |     |      |   |      |  
|Average debt outstanding                                                  |  | $    | (2  | )    | $ | (22  | )
|Interest rates                                                            |  |      | 34  |      |   | (22  | )
|                                                                          |  |      |     |      |   |      |  
|Total                                                                     |  | $    | 32  |      | $ | (44  | )
|                                                                          |  |      |     |      |   |      |  
|                                                                          |  |      |     |      |   |      |  
|Interest
 expense to affiliates:                                          |  |      |     |      |   |      |  
|Average debt outstanding                                                  |  | $    | (1  | )    | $ | (12  | )
|Interest rates                                                            |  |      | 2   |      |   | (6   | )
|                                                                          |  |      |     |      |   |      |  
|Total                                                                     |  | $    | 1   |      | $ | (18  | )
|                                                                          |  |      |     |      |   |      |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Discount revenue earned from purchased cardmember receivables and
 loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Discount
 revenue decreased 25 percent or $34 million to $103 million for the three
 months ended March 31, 2011, as compared to $137 million for the same period
 in 2010, due to a decrease in discount rates, partially offset by an increase
 in the volume of receivables and loans purchased. Volume of receivables and
 loans purchased for the three months ended March 31, 2011 increased 16
 percent from $37 billion for the same period in 2010 to $43 billion,
 primarily due to increased cardmember spending. Discount rates, which vary over
 time due to changes in market interest rates or changes in the collectibility
 of cardmember receivables, decreased an average of 13 basis points from 0.37
 percent for the three months ended March 31, 2010 to 0.24 percent for the
 three months ended March 31, 2011. This decrease was attributable to a
 decrease in the provisions for losses.

- 17 -

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest income from affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest
 income from affiliates increased 10 percent or $11 million to $121 million
 for the three months ended March 31, 2011, as compared to $110 million for
 the same period in 2010. The effective annualized interest rate charged to
 affiliates increased 53 basis points from 3.90 percent for the three months
 ended March 31, 2010 to 4.43 percent for the three months ended March 31,
 2011. The average loan balances with affiliates were $11.0 billion and $11.3
 billion for the three months ended March 31, 2011 and 2010, respectively.                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest income from investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest
 income from investments decreased 80 percent or $8 million to $2 million for
 the three months ended March 31, 2011, as compared to $10 million for the
 same period in 2010. The year-over-year decrease was driven by the maturity
 of the available-for-sale securities in 2010 and a decrease in interest rates.
 The total average investment balances were $0.8 billion and $2.1 billion in
 the three months ended March 31, 2011 and 2010, respectively. The effective
 annualized interest rate on investments decreased 111 basis points from 1.75
 percent for the three months ended March 31, 2010 to 0.64 percent for the
 three months ended March 31, 2011.                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Finance revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Finance
 revenue decreased 9 percent or $1 million to $10 million for the three months
 ended March 31, 2011, as compared to $11 million for the same period in 2010.
 The year-over-year decrease was driven by a decrease in the average loan
 balance outstanding, partially offset by an increase in average interest
 rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Provisions for losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | The
 provisions for losses decreased 62 percent or $36 million to $22 million for
 the three months ended March 31, 2011, as compared to $58 million for the
 same period in 2010. The decrease was primarily driven by improved credit
 performance within the underlying portfolios.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest
 expense increased 25 percent or $32 million to $162 million for the three
 months ended March 31, 2011, as compared to $130 million for the same period
 in 2010, due to an increase in interest rates and a forward points (component
     of foreign exchange forward contracts) gain of $30 million that was recorded
     in interest expense in 2010 and is now recorded in other, net expenses,
     partially offset by a decrease in average debt outstanding. The 3.30 percent
     effective annualized interest rate on average debt outstanding as of March
     31, 2011 was 70 basis points higher than the 2.60 percent effective annualized
     interest rate for the same period in 2010.                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest expense to affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Interest
 expense to affiliates increased 33 percent or $1 million to $4 million for
 the three months ended March 31, 2011, as compared to $3 million for the same
 period in 2010, due to an increase in interest rates, partially offset by a
 decrease in average debt outstanding to affiliates. The effective annualized
 interest rate on average debt due to affiliates as of March 31, 2011
 increased 6 basis points from 0.28 percent in 2010 to 0.34 percent in 2011.                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Other, net expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Other, net
 expenses, which was a benefit of $21 million for the three months ended March
 31, 2011, increased $8 million from the previous years benefit of $13
 million, primarily due to a forward points gain of $30 million that was
 recorded in interest expense in 2010 and is now recorded in other, net
 expenses, offset by an unfavorable impact related to hedge ineffectiveness
 resulting in a loss of $10 million in 2011, as compared to a gain of $6
 million in 2010, and a gain of $8 million in 2010 as a result of recoveries
 from the investment in the Reserve Prime Fund.                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Credcos
 effective tax rate for the three months ended March 31, 2011 and 2010 was nil
 and (5.6) percent, respectively. Each of the periods reflects recurring
 permanent tax benefits in relation to the level of pretax income. The
 effective tax rate for the three months ended March 31, 2011 also includes
 the impact of certain discrete state tax items. Credcos effective tax rate
 reflects the favorable impact of the consolidated tax benefit related to its
 ongoing funding activities outside the United States. The availability of
 this benefit in future years is largely dependent on the continued extension
 by Congress of a provision of the United States Internal Revenue Code. Refer
 to Forward-Looking Statements for further discussion of this provision.

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember Receivables and Cardmember Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | As of March
 31, 2011 and December 31, 2010, Credco owned $14.9 billion and $12.4 billion
 of gross cardmember receivables, respectively. Cardmember receivables
 represent amounts due from charge card customers and are recorded at the time
 they are purchased from the seller. Included in cardmember receivables are
 Credco Receivable Corporations (CRC) purchases of the participation
 interests from American Express Receivables Financing Corporation V LLC (RFC
 V) in conjunction with TRS securitization program. As of March 31, 2011 and
 December 31, 2010, CRC owned approximately $5.6 billion and $3.7 billion,
 respectively, of such participation interests.                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Cardmember
 receivables owned as of March 31, 2011 increased approximately $2.5 billion
 from December 31, 2010, primarily as a result of an increase in cardmember
 receivables purchased driven by an increase in the sellers interest in the
 American Express Issuance Trust (AEIT) during the three months ended March
 31, 2011. In conjunction with TRS securitization program, Credco, through
 its wholly-owned subsidiary, CRC, purchases participation interests from RFC
 V, a wholly-owned subsidiary of TRS that receives an undivided, pro rata
 interest in cardmember receivables transferred to AEIT by TRS. Due to
 maturities of certain debt issued by AEIT, RFC Vs interest in AEIT increased
 and accordingly Credcos participation interests from RFC V increased,
 resulting in an increase in Credcos cardmember receivables purchased.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | As of March
 31, 2011 and December 31, 2010, Credco owned gross cardmember loans totaling
 $365 million and $380 million, respectively. These loans consist of certain
 interest-bearing receivables comprised of American Express and American
 Express joint venture credit card receivables.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The
 following table summarizes selected information related to the cardmember
 receivables portfolio as of or for the three months ended March 31:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|                                                                  |  |      |        |      |   |        |  
|----------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|                                                                  |  |      |        |      |  
|(Millions, except percentages)                                    |  | 2011 |        | 2010 |  
|                                                                  |  |      |        |      |  
|                                                                  |  |      |        |      |   |        |  
|Total gross
 cardmember receivables                               |  | $    | 14,874 |      | $ | 11,852 |  
|Loss
 reserves  cardmember receivables                           |  | $    | 127    |      | $ | 130    |  
|Loss
 reserves as a % of receivables                              |  |      | 0.9    | %    |   | 1.1    | %
|Average life
 of cardmember receivables (in days)(a)              |  |      | 32     |      |   | 29     |  
|                                                                  |  |      |        |      |   |        |  
|U.S.
 Consumer and Small Business gross cardmember receivables    |  | $    | 5,118  |      | $ | 3,682  |  
|30 days past
 due as a % of total                                 |  |      | 1.6    | %    |   | 1.7    | %
|Average
 receivables                                              |  | $    | 3,440  |      | $ | 3,234  |  
|Write-offs,
 net of recoveries                                    |  | $    | 14     |      | $ | 13     |  
|Net
 write-off rate (b)                                           |  |      | 1.6    | %    |   | 1.7    | %
|                                                                  |  |      |        |      |   |        |  
|International
 and Global Commercial gross cardmember receivables |  | $    | 9,756  |      | $ | 8,170  |  
|90 days past
 billing as a % of total                             |  |      | 0.7    | %    |   | 0.8    | %
|Write-offs,
 net of recoveries (c)                                |  | $    | 16     |      | $ | 69     |  
|Net loss ratio
 (c)(d)                                            |  |      | 0.1    | %    |   | 0.3    | %
|                                                                  |  |      |        |      |   |        |  

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Represents the average life
 of cardmember receivables owned by Credco, based upon the ratio of the
 average amount of both billed and unbilled receivables owned by Credco at the
 end of each month, during the years indicated, to the volume of cardmember
 receivables purchased by Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | Credcos write-offs, net of
 recoveries, are expressed as a percentage of the average amount of cardmember
 receivables owned by Credco at the beginning of the year and at the end of
 each month in each of the three month periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | Effective January 1, 2010,
 American Express revised the time period in which past due cardmember
 receivables for its International Card Services and Global Commercial Services
 segments are written off to 180 days past due or earlier, consistent with
 applicable bank regulatory guidance and the write-off methodology adopted for
 U.S. Consumer and Small Business receivables in the fourth quarter of 2008.
 Previously, these cardmember receivables were written off when 360 days past
 billing. Therefore, the net write-offs for the first quarter of 2010 include
 net write-offs resulting from this write-off methodology change, which
 decreased the 90 days past billing metrics and increased write-offs for these
 cardmember receivables but did not have a significant impact on provisions
 for losses.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | Credcos write-offs, net of
 recoveries, are expressed as a percentage of the volume of cardmember
 receivables purchased by Credco in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Table of Contents

| |                                                                                                                                     | 
| | ----------------------------------------------------------------------------------------------------------------------------------- | 
| | Reserves for Cardmember Receivables and Cardmember Loans                                                                           
| |                                                                                                                                    
| | The
 following is an analysis of the reserves for cardmember receivables and
 cardmember loans for the three months ended March 31:

|                            |  |      |     |      |   |     |  
|--------------------------- |  | ---- | --- | ---- | - | --- | -
|                            |  |      |     |      |  
|(Millions)                  |  | 2011 |     | 2010 |  
|                            |  |      |     |      |  
|                            |  |      |     |      |   |     |  
|Balance,
 January 1         |  | $    | 121 |      | $ | 160 |  
|Provisions
 for losses      |  |      | 22  |      |   | 58  |  
|Accounts
 written-off(a)(b) |  |      | (31 | )    |   | (87 | )
|Other(c)                    |  |      | 23  |      |   | 19  |  
|                            |  |      |     |      |   |     |  
|Balance,
 March 31          |  | $    | 135 |      | $ | 150 |  
|                            |  |      |     |      |   |     |  

| |     |                                                                                                                                                                                                                                                                                                                              
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on
 accounts previously written-off of $27 million and $35 million during the
 three months ended March 31, 2011 and 2010, respectively.                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                              
| | (b) | Includes $30 million of
 cardmember receivables net write-offs and $1 million of cardmember loans net
 write-offs during the three months ended March 31, 2011. Includes $82 million
 of cardmember receivable net write-offs and $5 million of cardmember loan net
 write-offs during the three months ended March 31, 2010.
| |     |                                                                                                                                                                                                                                                                                                                              
| | (c) | Primarily includes reserve
 balances applicable to new groups of cardmember receivables and loans
 purchased from TRS and certain of its subsidiaries and participation
 interests purchased from affiliates.                                                                                                                

| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Loans to Affiliates                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                     
| | Credcos
 loans to affiliates represent fixed and floating rate interest-bearing
 intercompany borrowings by other wholly-owned subsidiaries of TRS. Components
 of loans to affiliates as of March 31, 2011 and December 31, 2010 were as
 follows:

|                                           |  |      |        |      |   |        | 
|------------------------------------------ |  | ---- | ------ | ---- | - | ------ | 
|                                           |  |      |        |      |  
|(Millions)                                 |  | 2011 |        | 2010 |  
|                                           |  |      |        |      |  
|                                           |  |      |        |      |   |        | 
|TRS
 Subsidiaries:                         |  |      |        |      |   |        | 
|American Express Australia Limited         |  | $    | 3,885  |      | $ | 3,935  | 
|American Express Services Europe Limited   |  |      | 2,832  |      |   | 2,698  | 
|Amex Bank of Canada                        |  |      | 2,494  |      |   | 2,969  | 
|American Express International, Inc.       |  |      | 524    |      |   | 519    | 
|American Express Co. (Mexico) S.A. de C.V. |  |      | 503    |      |   | 483    | 
|American Express Bank (Mexico) S.A.        |  |      | 399    |      |   | 383    | 
|                                           |  |      |        |      |   |        | 
|Total                                      |  | $    | 10,637 |      | $ | 10,987 | 
|                                           |  |      |        |      |   |        | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Due to/from Affiliates                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | As of March
 31, 2011 and December 31, 2010, amounts due to affiliates were $997 million
 and $1.7 billion, respectively. As of March 31, 2011 and December 31, 2010,
 amounts due from affiliates were $5.3 billion and $4.0 billion, respectively.
 These amounts relate primarily to timing differences resulting from the
 purchase of cardmember receivables net of remittances from TRS, as well as to
 operating activities.

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Table of Contents

| |                                                                                                          
| | ---------------------------------------------------------------------------------------------------------
| | Short-term Debt to Affiliates                                                                            
| |                                                                                                          
| | Components
 of short-term debt to affiliates as of March 31, 2011 and December 31, 2010
 were as follows:

|                                              |  |   |       |  |   |       | 
|--------------------------------------------- |  | - | ----- |  | - | ----- | 
|                                              |  |   |       |  |  
|(Millions)                                    |  |   | 2011  |  |   | 2010  | 
|                                              |  |   |       |  |  
|American Express                              |  | $ | 3,525 |  | $ | 11    | 
|AE Exposure Management Ltd                    |  |   | 1,649 |  |   | 2,789 | 
|American Express Europe Limited               |  |   | 575   |  |   | 100   | 
|American Express Holdings (Netherlands)
 C.V. |  |   | 295   |  |   | 295   | 
|American Express Swiss Holdings               |  |   | 205   |  |   | 191   | 
|National Express Company, Inc.                |  |   | 159   |  |   | 158   | 
|Other                                         |  |   | 197   |  |   | 237   | 
|                                              |  |   |       |  |   |       | 
|Total                                         |  | $ | 6,605 |  | $ | 3,781 | 
|                                              |  |   |       |  |   |       | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Short-term
 debt to affiliates consists primarily of master note agreements for which
 there is no stated term. Credco does not expect any changes to its short-term
 funding strategies with affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | Service Fees to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | Certain
 affiliates do not explicitly charge Credco a servicing fee for the servicing
 of receivables purchased. Instead Credco receives a lower discount rate on
 the receivables sold to Credco than would be the case if servicing fees were
 charged explicitly, as the discount rate on receivables purchased by Credco
 is adjusted to generate income for Credco that is sufficient to maintain its
 minimum fixed charge coverage ratio. If a servicing fee were charged by these
 other affiliates from which Credco purchases receivables, servicing fees to
 affiliates would have been higher by approximately $32 million and $30
 million for the three months ended March 31, 2011 and 2010, respectively.
 Correspondingly, discount revenue would have increased by approximately the
 same amounts in these periods.                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | Capital Resources and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | Credcos
 balance sheet management objectives are to maintain:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | A broad,
 deep and diverse set of funding sources to finance its assets and meet
 operating requirements; and                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Liquidity
 programs that enable Credco to satisfy all maturing financing obligations for
 at least a 12-month period should some or all of its funding sources become
 inaccessible.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | Funding Strategy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | American
 Express has in place an enterprise-wide Funding Policy. The principal funding
 objective is to maintain broad and well-diversified funding sources to allow
 American Express, including Credco, to meet its maturing obligations,
 cost-effectively finance current and future asset growth, as well as to
 maintain a strong liquidity profile. The diversity of funding sources by type
 of debt instrument, by maturity and by investor base, among other factors,
 provides additional insulation from the impact of disruptions, or from any
 one type of debt, maturity, or investor. The mix of Credcos funding in any
 period will seek to achieve cost-efficiency consistent with both maintaining
 diversified sources and achieving its liquidity objectives. Credcos funding
 strategy and activities are integrated into its asset-liability management
 activities.                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     
| | Credco, like
 many financial services companies, has historically relied on the debt
 capital markets to fulfill a substantial amount of its funding needs. It has
 a variety of funding sources available to access the debt capital markets,
 including senior unsecured debentures and commercial paper. One of the
 principal tenets of Credcos funding strategy is to issue debt with a wide
 range of maturities to distribute its refinancing requirements across future
 periods. Credco continues to assess its funding needs and investor demand and
 could change the mix of its existing sources as well as add new sources to
 its funding mix. Credcos funding plan is subject to various risks and
 uncertainties, such as the disruption of financial markets or market capacity
 and demand for securities offered by Credco as well as any regulatory changes
 or changes in its long-term or short-term credit ratings. Many of these risks
 and uncertainties are beyond Credcos control.

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credcos funding strategy
          for 2011 is to raise funds to meet short-term borrowings outstanding,
          which includes seasonal and other working capital needs and changes
          in receivables and other asset balances, while maintaining access to
          a sufficient amount of its own and its affiliates cash and readily-marketable
          securities that are easily convertible to cash, in order to meet the
          scheduled maturities of all long-term borrowings for a 12-month period.
          Credco has $3.2 billion of unsecured long-term debt that will mature
          during the next 12 months.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Credcos funding strategy
          is designed, among other things, to maintain appropriate and stable
          unsecured debt ratings from the major credit rating agencies, including
          Moodys, S&P, Fitch Ratings (Fitch) and Dominion Bond Rating
          Service (DBRS). Such ratings support Credcos access to cost effective
          unsecured funding as part of its overall financing programs.                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Credcos short-term ratings,
          long-term ratings and outlook as disclosed by the four major credit
          rating agencies are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|               |  |                      |  |                     |  |         
|-------------- |  | -------------------- |  | ------------------- |  | --------
|Credit
 Agency |  | Short-Term 
 Ratings |  | Long-Term 
 Ratings |  | Outlook 
|               |  |                      |  |                     |  |         
|               |  |                      |  |                     |  |         
|DBRS           |  | R-1 (middle)         |  | A (high)            |  | Stable  
|               |  |                      |  |                     |  |         
|Fitch          |  | F1                   |  | A+                  |  | Stable  
|               |  |                      |  |                     |  |         
|Moodys        |  | Prime-1              |  | A2                  |  | Negative
|               |  |                      |  |                     |  |         
|S&P            |  | A-2                  |  | BBB+                |  | Stable  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A downgrade
 in Credcos debt rating could result in higher interest expense on Credcos
 unsecured debt, as well as higher fees related to borrowings under its unused
 lines of credit. In addition to increased funding costs, a decline in credit
 debt ratings could also reduce Credcos borrowing capacity in the unsecured
 term debt and commercial paper markets. The overall level of the funding
 provided by Credco to both American Express Centurion Bank (Centurion Bank)
 and American Express Bank, FSB (FSB) (together, the Banks), and other
 American Express subsidiaries, is impacted by a variety of factors, among
 them Credcos ratings. To the extent Credco is subject to a higher cost of
 funds, whether due to an adverse ratings action or otherwise, both the Banks
 and Credcos other affiliates could continue to use, or could increase their
 use of, alternative sources of funding for their receivables that offer
 better pricing. However, downgrades to certain of Credcos unsecured debt
 ratings that have occurred over the last several years have not caused a
 permanent increase in Credcos borrowing costs or a reduction in its
 borrowing capacity.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Short-term Funding Programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credcos
 issuance and sale of commercial paper is utilized for working capital needs,
 such as managing seasonal variations in receivables balances. Short-term
 borrowings were fairly stable throughout 2010. The amount of short-term
 borrowings issued in the future will depend on Credcos funding strategy, its
 needs and market conditions. As of March 31, 2011 and December 31, 2010,
 Credco had $0.8 billion and $0.6 billion of commercial paper outstanding,
 respectively. The average commercial paper outstanding was $0.7 billion and
 $0.9 billion during the three months ended March 31, 2011 and the year ended
 December 31, 2010, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credcos
 total back-up liquidity coverage, which includes its undrawn committed bank
 facilities, was in excess of 100 percent of its net short-term borrowings as
 of March 31, 2011 and December 31, 2010. The undrawn committed bank credit
 facilities were $5.6 billion as of March 31, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Table of Contents

| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | The
 following table presents information relating to Credcos commercial paper
 outstanding as of:

|       |            |        |     |         |   |         |  |         |     |  |   |     |  | 
|------ | ---------- | ------ | --- | ------- | - | ------- |  | ------- | --- |  | - | --- |  | 
|       | (Billions) |        |     |         |   |         |  |         |     |  |   |     | 
|       |            |        |     |         |   |         |  |         |     |  |   |    
|Period |            | Ending |     | Average |   | Minimum |  | Maximum |    
|       |            |        |     |         |   |         |  |         |    
|       | Q111      | $      | 0.8 |         | $ | 0.7     |  | $       | 0.4 |  | $ | 0.9 | 
|       |            |        |     |         |   |         |  |         |     |  |   |     | 
|       | Q110      |        | 0.9 |         |   | 0.8     |  |         | 0.6 |  |   | 1.0 | 
|       | Q210      |        | 1.4 |         |   | 0.9     |  |         | 0.8 |  |   | 1.4 | 
|       | Q310      |        | 0.9 |         |   | 1.0     |  |         | 0.8 |  |   | 1.2 | 
|       | Q410      |        | 0.6 |         |   | 0.8     |  |         | 0.5 |  |   | 1.0 | 
|       |            |        |     |         |   |         |  |         |     |  |   |     | 
|       | Q109      |        | 1.8 |         |   | 3.7     |  |         | 1.4 |  |   | 7.4 | 
|       | Q209      |        | 1.4 |         |   | 1.5     |  |         | 1.2 |  |   | 2.0 | 
|       | Q309      |        | 1.1 |         |   | 1.1     |  |         | 0.9 |  |   | 1.3 | 
|       | Q409      |        | 1.0 |         |   | 0.8     |  |         | 0.6 |  |   | 1.1 | 

| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Long-term Debt Programs                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                          
| | Long-term
 debt is raised through the offering of debt securities in the United States
 and capital markets outside the United States. Long-term debt is generally
 defined as any debt with an original maturity greater than 12 months.
| |                                                                                                                                                                                                                                          
| | Credco
 had the following long-term debt outstanding as of March 31, 2011 and
 December 31, 2010:                                                                                                                                        

|                            |  |      |      |      |   |      | 
|--------------------------- |  | ---- | ---- | ---- | - | ---- | 
|                            |  |      |      |      |   |      | 
|(Billions)                  |  | 2011 |      | 2010 |  
|                            |  |      |      |      |  
|Long-term
 debt outstanding |  | $    | 19.1 |      | $ | 19.0 | 
|Average
 long-term debt     |  | $    | 18.9 |      | $ | 19.0 | 
|                            |  |      |      |      |   |      | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credco has
 the ability to issue debt securities under shelf registrations filed with the
 Securities and Exchange Commission (SEC). The latest shelf registration
 statement filed with the SEC is for an unspecified amount of debt securities
 to be issued. During the three months ended March 31, 2011, Credco did not
 issue any debt securities from its U.S. shelf registration. As of March 31,
 2011 and December 31, 2010, Credco had $10.4 billion and $10.5 billion,
 respectively, of debt securities outstanding, issued under the SEC
 registration statement.                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Credco has
 established a program for the issuance of debt instruments outside the United
 States, which is listed on the Luxembourg Stock Exchange. The prospectus for
 this program was renewed in January 2011 and allows for a maximum aggregate
 principal amount of debt instruments outstanding at any one time of $50
 billion. During the three months ended March 31, 2011, no notes were issued
 under this program. As of March 31, 2011 and December 31, 2010, $2.7 billion
 and $2.6 billion were outstanding under this program, of which $2.2 billion
 and $2.1 billion were issued by Credco, respectively.                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Credco has
 also established a program in Australia for the issuance of debt securities
 of up to approximately $6.2 billion. During the three months ended March 31,
 2011, no notes were issued under this program. As of March 31, 2011 and
 December 31, 2010, approximately $5.7 billion and $5.6 billion of notes were
 available for issuance under this program and $462 million and $456 million
 of notes were outstanding, respectively.                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | As of March
 31, 2011, Credco maintained a shelf registration in Canada for a medium-term
 note program providing for the issuance when necessary of up to approximately
 $3.6 billion of notes by American Express Canada Credit Corporation (AECCC),
 an indirect wholly-owned subsidiary of Credco. All notes issued under this
 shelf registration are guaranteed by Credco. During the three months ended
 March 31, 2011, no notes were issued under this program. As of March 31, 2011
 and December 31, 2010, AECCC had $1.8 billion outstanding under this program,
 respectively. The financial results of AECCC are included in the consolidated
 financial results of Credco.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | The most
 restrictive limitation on Credcos ability to pay dividends to its parent
 imposed by the covenants of debt instruments issued by Credco is the
 requirement that Credco maintain a minimum consolidated net worth of $50                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                        
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------
| | million. At
 March 31, 2011, management believes Credco is in compliance with all
 restrictive covenants contained in its debt agreements. During the three
 months ended March 31, 2011, Credco paid $88 million cash dividends to TRS.
 There are no significant covenant restrictions on the ability of Credco to
 obtain funds from its subsidiaries by dividend or loan. Additionally, there
 are no limitations on the amount of debt that can be issued by Credco,
 provided it maintains the minimum required fixed charge coverage ratio of
 1.25.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | General
 principles and the overall framework for managing liquidity risk across
 American Express on an enterprise-wide basis are set out in American Express
 Liquidity Risk Policy. The liquidity objective is to maintain access to a
 diverse set of on and off-balance sheet sources of liquidity, such that
 American Express and its subsidiaries, including Credco, can continuously
 meet expected financing obligations and business requirements, even in the
 event they are unable to raise new funds under their regular funding
 programs.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Credco
 manages this objective by regularly accessing capital through its various
 funding programs, as well as by maintaining a variety of contingent sources
 of cash and financing, such as access to securitizations of cardmember
 receivables through sales of receivables to TRS for securitization by RFC V
 and AEIT, as well as committed bank facilities.                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Credco
 incurs and accepts liquidity risk arising in the normal course of its
 activities. The liquidity risks that American Express, including Credco, is exposed
 to can arise from a variety of sources, and thus the enterprise-wide
 liquidity management strategy includes a variety of parameters, assessments
 and guidelines, including but not limited to:                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Maintaining
 a diversified set of funding sources (refer to Funding Strategy section for
 more detail);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Maintaining
 unencumbered liquid assets and off-balance sheet liquidity sources; and                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Projecting
 cash inflows and outflows from a variety of sources and under a variety of
 scenarios.     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                        
| | Credcos
 current liquidity target is to maintain adequate liquidity in the form of
 cash and readily-marketable securities that are easily convertible into cash,
 as well as access to additional liquidity through intercompany borrowing
 arrangements, to satisfy all maturing funding obligations for a period of 12
 months, while continuing to maintain access to significant additional
 contingency liquidity sources. As of March 31, 2011 Credco had $3.2 billion
 of unsecured long-term debt that will mature within 12 months.             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | As of March
 31, 2011, Credco had cash and cash equivalents of approximately $55 million.
 In addition to its actual holdings of cash and cash equivalents, Credco
 maintains access to additional liquidity, in the form of cash and cash
 equivalents held by certain affiliates, through intercompany loan agreements.                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | The yield
 Credco receives on its cash and cash equivalents is generally less than the
 interest expense on the sources of funding for these balances. Thus, Credco
 incurs substantial interest costs on these amounts. The level of net interest
 costs will be dependent on the amount of its cash and cash equivalents, as
 well as the difference between its cost of funding these amounts and their
 investment yields.                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                        
| | Committed Bank Credit Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                        
| | Credco
 maintained the following committed bank credit facilities as of March 31,
 2011:                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|            |  |                   |     |        |   |       |  |   |     |    
|----------- |  | ----------------- | --- | ------ | - | ----- |  | - | --- | ---
|            |  |                   |     |        |   |       |  |   |     |    
|(Billions)  |  | American
 Express |     | Credco |   | Total | 
|            |  |                   |     |        |   |       | 
|Committed   |  | $                 | 0.8 |        | $ | 9.0   |  | $ | 9.8 | (a)
|            |  |                   |     |        |   |       |  |   |     |    
|Outstanding |  | $                 |    |        | $ | 4.2   |  | $ | 4.2 |    
|            |  |                   |     |        |   |       |  |   |     |    

| |     |                                                                                                                                                                  
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Credco has the right to
 borrow a maximum amount of $9.8 billion with a commensurate maximum $0.8
 billion reduction in the amount available to American Express.

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Table of Contents

Credcos
remaining committed bank credit facilities expire as follows:

|           |  |   |     | 
|---------- |  | - | --- | 
|           |  |   |     | 
|(Billions) |  |   |     | 
|           |  |   |     | 
|2011       |  | $ | 2.7 | 
|2012       |  |   | 7.1 | 
|           |  |   |     | 
|Total      |  | $ | 9.8 | 
|           |  |   |     | 

The
availability of the credit lines is subject to Credcos compliance with certain
financial covenants that require maintenance of a 1.25 ratio of earnings to
fixed charges. The ratio of earnings to fixed charges for Credco was 1.42 for
the three months ended March 31, 2011. The ratio of earnings to fixed charges
for American Express for the three months ended March 31, 2011 was 3.84.

Committed bank
credit facilities do not contain material adverse change clauses that would
preclude borrowing under the credit facilities. Additionally, the facilities
may not be terminated should there be a change in Credcos credit rating.

In
consideration of all its funding sources, Credco believes it would have the
liquidity to satisfy all maturing obligations for at least a 12-month period in
the event that access to the secured and unsecured fixed income capital markets
is completely interrupted for that length of time. These events are not
considered likely to occur.

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Table of Contents

Cautionary
Note Regarding Forward-Looking Statements Various
statements have been made in this Quarterly Report on this First Quarter 2011
Form 10-Q that may constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements may also be made in Credcos other reports filed with or furnished
to the Securities and Exchange Commission (SEC) and in other documents. In
addition, from time to time, Credco, through its management, may make oral
forward-looking statements. Forward-looking statements are subject to risks and
uncertainties, including those identified above and below, which could cause
actual results to differ materially from such statements. The words believe,
expect, estimate, anticipate, optimistic, intend, plan, aim,
will, may, should, could, would, likely and similar expressions are
intended to identify forward-looking statements. Credco cautions you that the
risk factors described above and other factors described below are not
exclusive. There may also be other risks that Credco is unable to predict at
this time that may cause actual results to differ materially from those in
forward-looking statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date on which
they are made. Credco undertakes no obligation to update or revise any
forward-looking statements. Factors that
could cause actual results to differ materially from Credcos forward-looking
statements include, but are not limited to: 
 credit
 trends, which will depend in part on the economic environment, including,
 among other things, the housing market and the rates of bankruptcies, which
 can affect spending on card products and debt payments by individual and
 corporate customers;
 the
 effectiveness of Credcos risk management policies and procedures, including
 Credcos ability to accurately estimate the provisions for losses in Credcos
 outstanding portfolio of cardmember receivables and loans;
 fluctuations
 in foreign currency exchange rates;
 negative
 changes in Credcos credit ratings, which could result in decreased liquidity
 and higher borrowing costs;
 changes in
 laws or government regulations affecting American Express business,
 including the potential impact of regulations adopted by federal bank
 regulators relating to certain credit and charge card practices, the impact
 of the CARD Act, and the impact of the Dodd-Frank Reform Act, which is
 subject to further extensive rulemaking, the implications of which are not
 fully known at this time;
 the effect
 of fluctuating interest rates, which could affect Credcos borrowing costs;
 the impact
 on American Express business resulting from continuing geopolitical uncertainty;
 the impact
 on American Express business that could result from litigation such as class
 actions or proceedings brought by governmental and regulatory agencies
 (including the lawsuit filed against American Express by the DOJ and certain state
 attorneys general);
 Credcos
 ability to satisfy its liquidity needs and execute on its funding plans,
 which will depend on, among other things, Credcos future business growth,
 Credcos credit ratings, market capacity and demand for securities offered by
 Credco, performance by Credcos counterparties under its bank credit
 facilities and other lending facilities, and regulatory changes; and
 Credcos
 results of operations being adversely impacted by various proposals to reform
 the taxation of income earned by U.S. companies international business
 operations and by other legislative action or inaction, including the
 potential failure of the United States Congress to extend the active
 financing exception to Subpart F of the Internal Revenue Code.


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Table of Contents

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 4. | CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Evaluation
 of Disclosure Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Credcos
 management, with the participation of Credcos Chief Executive Officer and
 Chief Financial Officer, has evaluated the effectiveness of Credcos
 disclosure controls and procedures (as such term is defined in Rules
 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
 (the Exchange Act)) as of the end of the period covered by this report.
 Based on such evaluation, Credcos Chief Executive Officer and Chief
 Financial Officer have concluded that, as of the end of such period, Credcos
 disclosure controls and procedures are effective. There have not been any
 changes in Credcos internal control over financial reporting (as such term
 is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
 Credcos fiscal quarter to which this report relates that have materially
 affected, or are reasonably likely to materially affect, Credcos internal
 control over financial reporting.

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Table of Contents

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART II. | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 1A. | RISK FACTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         | For a
 discussion of Credcos risk factors, see Part I, Item 1A. Risk Factors of
 Credcos Annual Report on Form 10-K for the year ended December 31, 2010.
 There are no material changes from the risk factors set forth in such Annual
 Report on Form 10-K. However, the risks and uncertainties that Credco faces
 are not limited to those set forth in the 2010 Form 10-K. Additional risks
 and uncertainties not presently known to Credco or that it currently believes
 to be immaterial may also adversely affect Credcos business.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|ITEM 6.  | EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         | The exhibits
 required to be filed with this report are listed on page E-1 hereof, under
 Exhibit Index, which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                             

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Table of Contents

SIGNATURES

Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

AMERICAN EXPRESS CREDIT CORPORATION(Registrant)

|                    |  |    |                                              | 
|------------------- |  | -- | -------------------------------------------- | 
|Date: May
 10, 2011 |  | By | /s/ David L.
 Yowan                          | 
|                    |  |    |                                              | 
|                    |  |    | David L.
 Yowan                             
|                    |  |    | Chief
 Executive Officer                    
|                    |  |    |                                              | 
|Date: May
 10, 2011 |  | By | /s/ Kimberly
 R. Scardino                    | 
|                    |  |    |                                              | 
|                    |  |    | Kimberly R.
 Scardino                       
|                    |  |    | Vice
 President and Chief Accounting Officer

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Table of Contents

EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                        |  |                                
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|Exhibit No.  |  | Description                                                                                                                                                            |  | How Filed                      
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 12.1 |  | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Credit
 Corporation.                                                                 |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 12.2 |  | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Company.                                                                             |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 31.1 |  | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to Rule 13a-14(a) promulgated
 under the Securities Exchange Act of 1934, as amended.              |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 31.2 |  | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.             |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 32.1 |  | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 32.2 |  | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Electronically
 filed herewith.

E-1

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