|                                                                                          
|------------------------------------------------------------------------------------------
|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 September 30, 2009                                        
|                                                                                          
|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
 incorporation or organization)                 |  | (I.R.S.
 Employer Identification No.)
|                                                                                 |  |                                      
|One
 Christina Centre, 301 North Walnut Street
 Suite 1002, Wilmington, Delaware |  | 19801-2919                           
|(Address
 of principal executive offices)                                        |  | (Zip
 Code)                          

Registrants telephone
number including area code: (302) 594-3350

|                                                                                    
|------------------------------------------------------------------------------------
|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).o Yes   o No

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 November
 16, 2009 | 
|                                         |  |                                   | 
|                                        
|Common Stock (par value
 $.10 per share) |  | 1,504,938 Shares                  | 

---



AMERICAN EXPRESS
CREDIT CORPORATION

FORM
10-Q

INDEX

|         |                       |                                                                                                                  |  |         
|-------- | --------------------- | ---------------------------------------------------------------------------------------------------------------- |  | --------
|         |                       |                                                                                                                  |  | Page No.
|         |                       |                                                                                                                  |  |         
|PART I.  | FINANCIAL INFORMATION |                                                                                                                  | 
|         |                       |                                                                                                                  |  |         
|         | Item 1.               | Financial Statements                                                                                             |  |         
|         |                       |                                                                                                                  |  |         
|         |                       | Consolidated Statements of Income and Retained Earnings Three and Nine months ended
September 30, 2009 and 2008 |  | 3       
|         |                       |                                                                                                                  |  |         
|         |                       | Consolidated Balance Sheets September 30, 2009 and December 31, 2008                                            |  | 4       
|         |                       |                                                                                                                  |  |         
|         |                       | Consolidated Statements of Cash Flows Nine months ended September 30, 2009 and 2008                             |  | 5       
|         |                       |                                                                                                                  |  |         
|         |                       | Notes to Consolidated Financial Statements                                                                       |  | 6       
|         |                       |                                                                                                                  |  |         
|         | Item 2.               | Managements Discussion and Analysis of
 Financial Condition and Results of Operations                           |  | 19      
|         |                       |                                                                                                                  |  |         
|         | Item 4.               | Controls and Procedures                                                                                          |  | 29      
|         |                       |                                                                                                                  | 
|PART II. | OTHER INFORMATION     |                                                                                                                  | 
|         |                       |                                                                                                                  |  |         
|         | Item 1A.              | Risk Factors                                                                                                     |  | 31      
|         |                       |                                                                                                                  |  |         
|         | Item 6.               | Exhibits                                                                                                         |  | 31      
|         |                       |                                                                                                                  |  |         
|         |                       | Signatures                                                                                                       |  | 32      
|         |                       |                                                                                                                  |  |         
|         |                       | Exhibit Index                                                                                                    |  | E-1     

- 2 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CONSOLIDATED
STATEMENTS OF INCOME
AND RETAINED EARNINGS(Millions)
(Unaudited)

|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|------------------------------------------------------------------------ |  | ---------------------------------- | ----- | --------------------------------- | - | ----- | - | -------- | ----- | - | - | ----- | -
|                                                                         |  | Three Months Ended 
 September 30, |       | Nine Months Ended 
 September 30, |  
|                                                                         |  | 2009                               |       | 2008                              |   | 2009  |   | 2008     |      
|                                                                         |  |                                    |       |                                   |   |       |   |          |      
|                                                                         |  |                                    |       | Restated                          |   |       |   | Restated |      
|                                                                         |  |                                    |       |                                   |   |       |   |          |      
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Revenues                                                                 |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|                                                                        
|Discount revenue earned from purchased
 cardmember receivables and loans |  | $                                  | 143   |                                   | $ | 569   |   | $        | 524   |   | $ | 1,818 |  
|Interest income from affiliates                                          |  |                                    | 101   |                                   |   | 201   |   |          | 320   |   |   | 583   |  
|Interest income from investments                                         |  |                                    | 16    |                                   |   | 76    |   |          | 73    |   |   | 219   |  
|Finance revenue                                                          |  |                                    | 12    |                                   |   | 14    |   |          | 37    |   |   | 31    |  
|Other                                                                    |  |                                    | 40    |                                   |   | 30    |   |          | (7    | ) |   | 40    |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Total revenues                                                           |  |                                    | 312   |                                   |   | 890   |   |          | 947   |   |   | 2,691 |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Expenses                                                                 |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Provisions for losses, net of recoveries                                 |  |                                    | 56    |                                   |   | 192   |   |          | 163   |   |   | 548   |  
|Interest expense                                                         |  |                                    | 132   |                                   |   | 345   |   |          | 450   |   |   | 1,061 |  
|Interest expense to affiliates                                           |  |                                    | 6     |                                   |   | 60    |   |          | 38    |   |   | 215   |  
|Service fees to affiliates                                               |  |                                    |      |                                   |   | 50    |   |          | 1     |   |   | 152   |  
|Other                                                                    |  |                                    | 1     |                                   |   | 1     |   |          | 2     |   |   | 3     |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Total expenses                                                           |  |                                    | 195   |                                   |   | 648   |   |          | 654   |   |   | 1,979 |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Pretax income                                                            |  |                                    | 117   |                                   |   | 242   |   |          | 293   |   |   | 712   |  
|Income tax provision                                                     |  |                                    | 10    |                                   |   | 26    |   |          | 24    |   |   | 87    |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Net income                                                               |  |                                    | 107   |                                   |   | 216   |   |          | 269   |   |   | 625   |  
|Retained earnings at beginning of period                                 |  |                                    | 3,533 |                                   |   | 3,361 |   |          | 3,446 |   |   | 3,162 |  
|Dividends                                                                |  |                                    | (125  | )                                 |   | (50   | ) |          | (200  | ) |   | (260  | )
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  
|Retained earnings at end of period                                       |  | $                                  | 3,515 |                                   | $ | 3,527 |   | $        | 3,515 |   | $ | 3,527 |  
|                                                                         |  |                                    |       |                                   |   |       |   |          |       |   |   |       |  

See Notes to Consolidated Financial
Statements.

- 3 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
BALANCE SHEETS(Millions, except share data)
(Unaudited)

|                                                                                                      |  |                     |        |                    |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ------------------- | ------ | ------------------ | - | ------ | -
|                                                                                                      |  | September 30,
 2009 |        | December 31,
 2008 |  
|                                                                                                      |  |                     |        |                    |  
|                                                                                                      |  |                     |        | Restated           |  
|                                                                                                      |  |                     |        |                    |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Assets                                                                                                |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Cash and cash equivalents                                                                             |  | $                   | 181    |                    | $ | 8,855  |  
|Cardmember receivables, less reserves:
 2009, $144; 2008, $204                                        |  |                     | 9,079  |                    |   | 10,655 |  
|Cardmember loans, less reserves: 2009, $19;
 2008, $14                                                |  |                     | 447    |                    |   | 484    |  
|Loans to affiliates                                                                                   |  |                     | 9,831  |                    |   | 11,726 |  
|Investment securities                                                                                 |  |                     | 2,048  |                    |   | 3,084  |  
|Deferred charges and other assets                                                                     |  |                     | 678    |                    |   | 801    |  
|Due from affiliates                                                                                   |  |                     | 5,150  |                    |   | 3,660  |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total assets                                                                                          |  | $                   | 27,414 |                    | $ | 39,265 |  
|                                                                                                      |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Short-term debt                                                                                       |  | $                   | 1,130  |                    | $ | 7,367  |  
|Short-term debt to affiliates                                                                         |  |                     | 4,158  |                    |   | 8,317  |  
|Current portion of long-term debt                                                                     |  |                     | 2,538  |                    |   | 5,201  |  
|Long-term debt                                                                                        |  |                     | 15,759 |                    |   | 14,809 |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total debt                                                                                            |  |                     | 23,585 |                    |   | 35,694 |  
|Accrued interest and other liabilities                                                                |  |                     | 409    |                    |   | 538    |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total liabilities                                                                                     |  |                     | 23,994 |                    |   | 36,232 |  
|                                                                                                      |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Shareholders Equity                                                                                  |  |                     |        |                    |   |        |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Common stock, $.10 par value, authorized 3
 million shares; issued and outstanding 1.5 million shares |  |                     | 1      |                    |   | 1      |  
|Capital surplus                                                                                       |  |                     | 161    |                    |   | 161    |  
|Retained earnings                                                                                     |  |                     | 3,515  |                    |   | 3,446  |  
|Accumulated other comprehensive loss, net
 of tax:                                                    |  |                     |        |                    |   |        |  
|Net unrealized securities gains, net of
 tax: 2009, $(9); 2008, $(15)                                 |  |                     | 16     |                    |   | 28     |  
|Net unrealized derivatives losses, net of
 tax: 2009, $4; 2008, $19                                   |  |                     | (8     | )                  |   | (35    | )
|Foreign currency translation adjustments,
 net of tax: 2009, $13; 2008, $13                           |  |                     | (265   | )                  |   | (568   | )
|                                                                                                      |  |                     |        |                    |   |        |  
|Total accumulated other comprehensive loss                                                            |  |                     | (257   | )                  |   | (575   | )
|                                                                                                      |  |                     |        |                    |   |        |  
|Total shareholders equity                                                                            |  |                     | 3,420  |                    |   | 3,033  |  
|                                                                                                      |  |                     |        |                    |   |        |  
|Total liabilities and shareholders equity                                                            |  | $                   | 27,414 |                    | $ | 39,265 |  
|                                                                                                      |  |                     |        |                    |   |        |  

See Notes to Consolidated Financial
Statements.

- 4 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

CONSOLIDATED
STATEMENTS OF CASH FLOWS(Millions)
(Unaudited)

|                                                                                   |  |                                  |         |      |   |        |  
|---------------------------------------------------------------------------------- |  | -------------------------------- | ------- | ---- | - | ------ | -
|                                                                                   |  | Nine Months Ended
 September 30, |        
|                                                                                   |  | 2009                             |         | 2008 |  
|                                                                                   |  |                                  |         |      |  
|Cash Flows from Operating Activities                                               |  |                                  |         |      |   |        |  
|Net income (restated)                                                              |  | $                                | 269     |      | $ | 625    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |                                  |         |      |   |        |  
|Provisions for losses                                                              |  |                                  | 220     |      |   | 667    |  
|Amortization and other                                                             |  |                                  | 20      |      |   | (1     | )
|Deferred taxes                                                                     |  |                                  | 22      |      |   | 31     |  
|Changes in operating assets and
 liabilities:                                      |  |                                  |         |      |   |        |  
|Due from affiliates                                                                |  |                                  | (3,707  | )    |   | 67     |  
|Other operating assets and liabilities
 (restated)                                 |  |                                  | 82      |      |   | 1      |  
|                                                                                   |  |                                  |         |      |   |        |  
|Net cash (used in) provided by operating
 activities                               |  |                                  | (3,094  | )    |   | 1,390  |  
|                                                                                   |  |                                  |         |      |   |        |  
|Cash Flows from Investing Activities                                               |  |                                  |         |      |   |        |  
|Net decrease in cardmember receivables and
 loans (restated)                       |  |                                  | 1,430   |      |   | 2,507  |  
|Purchase of investments                                                            |  |                                  |        |      |   | (598   | )
|Maturities of investments                                                          |  |                                  | 1,000   |      |   | 600    |  
|Net decrease (increase) in loans to
 affiliates                                    |  |                                  | 3,037   |      |   | (559   | )
|Net decrease (increase) in due from
 affiliates (restated)                         |  |                                  | 2,217   |      |   | (230   | )
|                                                                                   |  |                                  |         |      |   |        |  
|Net cash provided by investing activities                                          |  |                                  | 7,684   |      |   | 1,720  |  
|                                                                                   |  |                                  |         |      |   |        |  
|Cash Flows from Financing Activities                                               |  |                                  |         |      |   |        |  
|Net (decrease) increase in short-term debt
 to affiliates                          |  |                                  | (4,159  | )    |   | 10     |  
|Net decrease in short-term debt                                                    |  |                                  | (6,237  | )    |   | (1,705 | )
|Issuance of debt                                                                   |  |                                  | 1,500   |      |   | 6,257  |  
|Redemption of long-term debt                                                       |  |                                  | (4,165  | )    |   | (5,548 | )
|Dividends paid                                                                     |  |                                  | (200    | )    |   | (260   | )
|                                                                                   |  |                                  |         |      |   |        |  
|Net cash used in financing activities                                              |  |                                  | (13,261 | )    |   | (1,246 | )
|                                                                                   |  |                                  |         |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                      |  |                                  | (3      | )    |   |       |  
|Net (decrease) increase in cash and cash
 equivalents                              |  |                                  | (8,674  | )    |   | 1,864  |  
|Cash and cash equivalents at beginning of
 period                                  |  |                                  | 8,855   |      |   | 2,925  |  
|                                                                                   |  |                                  |         |      |   |        |  
|Cash and cash equivalents at end of period                                         |  | $                                | 181     |      | $ | 4,789  |  
|                                                                                   |  |                                  |         |      |   |        |  

See Notes to Consolidated Financial
Statements.

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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, together with its subsidiaries (Credco), 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying
 Consolidated Financial Statements should be read in conjunction with the
 financial statements in Amendment No.1 to the Annual Report on Form 10-K
 (Form 10-K/A) of Credco for the year ended December 31, 2008, which was filed
 with the Securities and Exchange Commission (SEC) on November 16, 2009.
 Significant accounting policies disclosed therein have not changed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The interim 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 and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Restatement
 of Previously Issued Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As discussed in the Form
 10-K/A, Credco restated its Consolidated Financial Statements for the years
 ended December 31, 2008 and 2007 and certain quarters in 2008 and 2007 as
 well as its Quarterly Reports on Form 10-Q for the periods ended June 30,
 2009 and March 31, 2009. The restatement has no effect on Credcos net
 cash flows provided by (used in) operating activities, investing activities
 and financing activities. All dollar amounts and percentages herein have been
 adjusted for the effect of the restatement adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The restatement is the
 result of the correction of a non-cash error in the accounting for a net
 investment in a consolidated foreign subsidiary that stemmed from a funding
 structure executed in 2004. In the course of preparing the financial
 statements for the third quarter of 2009, an error was identified in the initial
 set up of this structure in Credcos subsidiary ledgers that caused an
 incorrect automated bookkeeping entry to be recorded beginning in the third
 quarter of 2007 when a portion of the funding for this net investment was
 refinanced. As a result of this incorrect automated bookkeeping entry, (i)
 other revenues in Credcos Consolidated Statements of Income and (ii) accrued
 interest and other liabilities, retained earnings and the foreign currency
 translation adjustments account included in the accumulated other
 comprehensive income (loss) component of shareholders equity in Credcos
 Consolidated Balance Sheets were incorrect beginning in the third quarter of
 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The restatement also
 includes the impact of (i) certain other unrelated immaterial errors primarily
 impacting income tax provision in Credcos Consolidated Statements of Income
 and (ii) the correction of an asset line reclassification affecting
 cardmember receivables and due from affiliates in Credcos Consolidated
 Balance Sheets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Certain disclosures in Notes 4 and 6 have
    been restated consistent with the Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The following tables set
 forth the effects of the restatement adjustments on affected line items with
 Credcos previously reported Consolidated Statements of Income for the
 three and nine months ended September 30, 2008 and the Consolidated Balance
 Sheets for the year ended December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

CONSOLIDATED STATEMENTS OF INCOME

|                     |  |                          |          |                   |                          |     |          |   |       |   |   |       | 
|-------------------- |  | ------------------------ | -------- | ----------------- | ------------------------ | --- | -------- | - | ----- | - | - | ----- | 
|                    
|September
 30, 2008  |  | Three Months Ended       |          | Nine Months Ended |                         
|                    
|(Millions)           |  | As
 Previously
 Reported | Restated |                   | As
 Previously
 Reported |     | Restated |  
|                    
|                     |  |                          |          |                   |                          |     |          |   |       |   |   |      
|Other revenues       |  | $                        | (11      | )                 | $                        | 30  |          | $ | (7    | ) | $ | 40    | 
|Total revenues       |  | $                        | 849      |                   | $                        | 890 |          | $ | 2,644 |   | $ | 2,691 | 
|Pretax income        |  | $                        | 201      |                   | $                        | 242 |          | $ | 665   |   | $ | 712   | 
|Income tax provision |  | $                        | 12       |                   | $                        | 26  |          | $ | 69    |   | $ | 87    | 
|Net income           |  | $                        | 189      |                   | $                        | 216 |          | $ | 596   |   | $ | 625   | 
|                     |  |                          |          |                   |                          |     |          |   |       |   |   |       | 

CONSOLIDATED BALANCE SHEETS

|                                                      |  |                          |        |          |   |        |  
|----------------------------------------------------- |  | ------------------------ | ------ | -------- | - | ------ | -
|                                                     
|December
 31, 2008                                    |  |                          |        |          |   |        |  
|(millions)                                            |  | As
 Previously
 Reported |        | Restated |  
|                                                     
|                                                      |  |                          |        |          |   |        |  
|Accrued interest and other
 liabilities               |  | $                        | 473    |          | $ | 538    |  
|Total liabilities                                     |  | $                        | 36,167 |          | $ | 36,232 |  
|Retained earnings                                     |  | $                        | 3,322  |          | $ | 3,446  |  
|Foreign currency
 translation adjustments, net of tax |  | $                        | (379   | )        | $ | (568   | )
|Total accumulated other
 comprehensive loss           |  | $                        | (386   | )        | $ | (575   | )
|Total shareholders equity                            |  | $                        | 3,098  |          | $ | 3,033  |  
|                                                      |  |                          |        |          |   |        |  

As reported in American Express Quarterly
    Report on Form 10-Q for the period ending September 30, 2009, American Express
    determined that the impact of the incorrect accounting was not material to
    its financial statements in any of the quarterly or annual periods in which
    it occurred. American Express also determined that the restatement by Credco
    would have no impact on, and will not require amendment of, any of American
    Express Companys financial statements and related disclosures previously
filed with the SEC.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Recently
 Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Effective for interim and
 annual periods ending after September 15, 2009, the Financial Accounting
 Standards Board (FASB) Accounting Standards CodificationTM (the
 Codification) is the single source of authoritative literature of U.S.
 generally accepted accounting principles (GAAP). The Codification
 consolidates all authoritative accounting literature into one internet-based
 research tool, which supersedes all pre-existing non-SEC accounting and
 reporting standards, excluding separate rules and other interpretive guidance
 released by the Securities and Exchange Commission. New accounting guidance
 is now issued in the form of Accounting Standards Updates, which update the
 Codification. Credco has adopted the Codification in the period ending
 September 30, 2009, and as a result has replaced references to standards that
 were issued prior to the Codification with a description of the applicable
 accounting guidance.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The FASB recently issued
 the following accounting standards, which are effective beginning January 1,
 2010. Credco is currently assessing the impact of these standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | An amendment to the
 accounting guidance for transfers of financial assets (originally issued as
 Statement of Financial Accounting Standards No. 166, Accounting for
 Transfers of Financial Assetsan amendment of FASB Statement No. 140): The amendment eliminated the concept of a
 qualifying special purpose entity (QSPE), therefore requiring these entities
 to be evaluated under the accounting guidance for consolidation of variable
 interest entities (VIE). Other changes include additional considerations when
 determining if sale accounting is appropriate, as well as enhanced
 disclosures requirements. The new standard is to be applied prospectively to
 transactions completed after the effective date.                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | An amendment to the
 accounting guidance for consolidation of VIEs (originally issued as FASB
 Statement No. 167, Amendments to FASB Interpretation No. 46(R)): The new standard eliminates the scope
 exception for QSPEs and requires an entity to reconsider its previous consolidation
 conclusions reached under the VIE consolidation model, including (i) whether
 an entity is a VIE, (ii) whether the enterprise is the VIEs primary
 beneficiary, and (iii) the required financial statement disclosures. The new
 standard can be applied as of the effective date, with a cumulative-effect
 adjustment to retained earnings recognized on that date, or retrospectively,
 with a cumulative-effect adjustment to retained earnings recognized as of the
 beginning of the first year adjusted.

|   |                                                                                                  
|-- | -------------------------------------------------------------------------------------------------
|2. | Investment
 Securities                                                                           
|   |                                                                                                  
|   | The following is a summary
 of investment securities at September 30, 2009 and December 31, 2008:

|                                     |  |                    |       |                          |   |                         |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|------------------------------------ |  | ------------------ | ----- | ------------------------ | - | ----------------------- |  | --------------------- | - | ---- | - | ------------------------ |  | ------------------------- | ----- | --------------------- | - | -- |  | - | - |  | - | ----- | 
|                                     |  |                    |       |                          |  
|(Millions)                           |  | September 30, 2009 |       | December 31, 2008        |  
|                                     |  |                    |       |                          |  
|                                     |  | Cost               |       | Gross
 Unrealized
 Gains |   | GrossUnrealized
 Losses |  | Estimated
 Fair Value |   | Cost |   | Gross
 Unrealized
 Gains |  | Gross
 Unrealized
 Losses |       | Estimated
 Fair Value |  
|                                     |  |                    |       |                          |   |                         |  |                       |   |      |   |                          |  |                           |       |                       |  
|U.S. Government agency obligations   |  | $                  | 2,022 |                          | $ | 26                      |  | $                     |  |      | $ | 2,048                    |  | $                         | 2,640 |                       | $ | 37 |  | $ |  |  | $ | 2,677 | 
|U.S. Government treasury obligations |  |                    |      |                          |   |                        |  |                       |  |      |   |                         |  |                           | 400   |                       |   | 7  |  |   |  |  |   | 407   | 
|                                     |  |                    |       |                          |   |                         |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|Total                                |  | $                  | 2,022 |                          | $ | 26                      |  | $                     |  |      | $ | 2,048                    |  | $                         | 3,040 |                       | $ | 44 |  | $ |  |  | $ | 3,084 | 
|                                     |  |                    |       |                          |   |                         |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | All
 of Credcos investment securities are classified as available-for-sale. There
 were no realized gains or losses on investment securities for the nine months
 ended September 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Fair
 Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The
 following is a description of the valuation techniques utilized by Credco to
 measure the fair value of its investment securities, including the three
 general classifications of such items pursuant to the fair value hierarchy
 (Level 1, Level 2, and Level 3). These techniques may produce fair values
 that may not be indicative of a future sale, or reflective of future fair
 values. The use of different techniques to determine the fair value of these
 types of investment securities could result in different estimates of fair
 value at the reporting date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  Level 1 - When
 available, quoted market prices are used to determine fair value and the
 investment securities are classified within Level 1 of the fair value
 hierarchy. Credco has not classified any investment securities in Level 1 of
 the fair value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  Level 2 - When quoted
 prices in an active market are not available, the fair market values for
 Credcos investment securities are obtained from a pricing service engaged by
 Credco, and Credco receives one price for each security. The fair values
 provided by the pricing service are estimated by using a pricing model, where
 the inputs to the model are based on observable market inputs. The underlying
 inputs to the valuation techniques applied by the pricing service are
 typically benchmark yields, benchmark security prices, credit spreads,
 reported trades, broker-dealer quotes, all with reasonable levels of
 transparency. The pricing service did not apply any adjustments to the
 pricing models used. In addition, Credco did not apply any adjustments to
 prices received from the pricing service. Although the underlying inputs are
 directly observable from active markets or recent trades of similar securities
 in inactive markets, the pricing model used does entail a certain amount of
 subjectivity and therefore differing judgments in how the underlying inputs
 are modeled could result in different estimates of fair value.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  Level 3 - In certain
 circumstances, the fair market value for Credcos investment securities could
 be based on internally derived assumptions surrounding the timing and amount
 of expected cash flows for the financial instrument. Therefore, these
 assumptions would be unobservable in either an active or inactive market.
 Credco has not classified any investment securities in Level 3 of the fair
 value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | As of September 30, 2009
 and December 31, 2008, all of Credcos investment securities are classified
 within Level 2 of the fair value hierarchy. Credco periodically reaffirms its
 understanding of the valuation techniques used by its pricing service. No
 adjustments were deemed necessary to the prices provided by the pricing
 service as a result of current market conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Other-Than-Temporary
 Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Credco
 reviews and evaluates its investment securities at least quarterly, and more
 often as market conditions may require, to identify investment securities
 that have indications of other-than-temporary impairment. The determination
 of other-than-temporary impairment is a subjective process, requiring the use
 of judgments and assumptions. Accordingly, Credco considers several metrics
 when evaluating investment securities for other-than-temporary impairment.
 The key factors considered include the determination of the extent to which
 the decline in the fair value of the security is due to increased default
 risk for the specific issuer, or market interest rate risk. With respect to
 increased default risk, Credco assesses the collectibility of principal and
 interest payments by monitoring issuers credit ratings, related changes to
 those ratings, specific credit events associated with the individual issuers
 as well as the credit ratings of financial guarantors, where applicable, and
 the extent to which amortized cost exceeds fair value and the duration and
 size of that difference.                                   

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | With respect
 to market interest rate risk, including benchmark interest rates and credit
 spreads, Credco assesses whether it has the intent to sell the investment
 securities, and whether it is more likely than not that Credco will not be
 required to sell the investment securities before recovery of any unrealized
 losses. As of September 30, 2009 and December 31, 2008, Credco did not hold
 any investment securities that were in an unrealized loss position.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Supplemental
 Information                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Contractual
 maturities of investment securities classified as available-for-sale as of
 September 30, 2009 are as follows:                                                                                                                                                                                                                                                                                                                                                     

| |                                   |  |      |       |                       |   |      
| | --------------------------------- |  | ---- | ----- | --------------------- | - | -----
| |                                  
| | (Millions)                        |  | Cost |       | Estimated
 Fair Value
| |                                   |  |      |       |                      
| |                                   |  |      |       |                       |   |      
| | Due within 1
 year                |  | $    | 177   |                       | $ | 178  
| | Due after 1
 year through 5 years |  |      | 1,845 |                       |   | 1,870
| |                                   |  |      |       |                       |   |      
| | Total                             |  | $    | 2,022 |                       | $ | 2,048
| |                                   |  |      |       |                       |   |      

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Fair Values of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | GAAP
 requires the disclosure of the estimated fair value of 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The
 following table discloses fair value information for Credcos financial
 assets and financial liabilities, as of the dates presented:                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                                                                                                                                                                                                                                                                                                                                         |  |                    |    |                   |   |                 |  |            |    |  |   |   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -- | ----------------- | - | --------------- |  | ---------- | -- |  | - | --
| | (Billions)                                                                                                                                                                                                                                                                                                                                              |  | September 30, 2009 |    | December 31, 2008
| |                                                                                                                                                                                                                                                                                                                                                         |  |                    |    |                  
| |                                                                                                                                                                                                                                                                                                                                                         |  | Carrying
 Value    |    | Fair Value        |   | Carrying
 Value |  | Fair Value
| |                                                                                                                                                                                                                                                                                                                                                         |  |                    |    |                   |   |                 |  |           
| | Financial Instrument Assets:                                                                                                                                                                                                                                                                                                                            |  |                    |    |                   |   |                 |  |            |    |  |   |   
| | Assets for which carrying values equal or approximate fair value                                                                                                                                                                                                                                                                                        |  | $                  | 17 |                   | $ | 17              |  | $          | 27 |  | $ | 27
| | Loans to affiliates                                                                                                                                                                                                                                                                                                                                     |  | $                  | 10 |                   | $ | 10              |  | $          | 12 |  | $ | 12
| | Financial Instrument Liabilities:                                                                                                                                                                                                                                                                                                                       |  |                    |    |                   |   |                 |  |            |    |  |   |   
| | Liabilities for which carrying values equal or approximate fair value                                                                                                                                                                                                                                                                                   |  | $                  | 5  |                   | $ | 5               |  | $          | 16 |  | $ | 16
| | Long-term debt                                                                                                                                                                                                                                                                                                                                          |  | $                  | 18 |                   | $ | 18              |  | $          | 20 |  | $ | 18
| |                                                                                                                                                                                                                                                                                                                                                         |  |                    |    |                  
| |                                                                                                                                                                                                                                                                                                                                                         |  |                    |    |                   |   |                 |  |            |    |  |   |   
| | The fair
 values of these financial instruments are estimates based upon market
 conditions and perceived risks as of September 30, 2009 and December 31,
 2008, and require management judgment. These figures may not be indicative of
 their future fair values. The fair value of Credco cannot be estimated by
 aggregating the amounts presented.

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 values include
 cash and cash equivalents, cardmember receivables, 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.                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In addition,
 the following financial assets are carried at fair value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Investment
 securities are recorded at fair value on the Consolidated Balance Sheets with
 unrealized gains and losses recorded in accumulated other comprehensive loss.
 Gains and losses are recognized in the Consolidated Statements of Income upon
 disposition of the securities or when management determines that a decline in
 value below amortized cost is other-than-temporary. Refer to Note 2 for
 additional information regarding investment securities, including the
 valuation methodologies used to calculate fair value.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivative financial instruments are recorded at fair value on the
 Consolidated Balance Sheets, with gains and losses recognized in the
 Consolidated Statements of Income or Consolidated Balance Sheets (accumulated
 other comprehensive loss) based upon the nature of the derivative. Refer to
 Note 5 for additional information regarding derivative financial instruments,
 including the valuation methodologies used to calculate fair value.                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial
 Liabilities for Which Carrying Values Equal or Approximate Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Financial liabilities for which carrying values equal or approximate
 fair values include short-term debt, short-term debt to affiliates, current
 portion of long-term debt, accrued interest, and certain other liabilities.
 For these liabilities, 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 borrowing.                                                                                                                                                                                                                                                                                  

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                              
|-- | -----------------------------------------------------------------------------
|4. | Comprehensive Income                                                         
|   |                                                                              
|   | The
 components of comprehensive income, net of related tax, were as follows:

| |                                          |  |                                   |     |                                  |   |      |   |                |     |   |   |      |  
| | ---------------------------------------- |  | --------------------------------- | --- | -------------------------------- | - | ---- | - | -------------- | --- | - | - | ---- | -
| | (Millions)                               |  | Three Months Ended
 September 30, |     | Nine months Ended
 September 30, |  
| |                                          |  |                                   |     |                                  |  
| |                                          |  | 2009                              |     | 2008
 Restated                   |   | 2009 |   | 2008
 Restated |    
| |                                          |  |                                   |     |                                  |   |      |   |                |    
| | Net income                               |  | $                                 | 107 |                                  | $ | 216  |   | $              | 269 |   | $ | 625  |  
| | Other
 comprehensive income (loss):      |  |                                   |     |                                  |   |      |   |                |     |   |   |      |  
| | Net unrealized securities (losses)       |  |                                   | (3  | )                                |   | (15  | ) |                | (12 | ) |   | (13  | )
| | Net unrealized derivatives gains         |  |                                   | 6   |                                  |   | 23   |   |                | 27  |   |   | 16   |  
| | Foreign currency translation adjustments |  |                                   | 72  |                                  |   | (240 | ) |                | 303 |   |   | (192 | )
| |                                          |  |                                   |     |                                  |   |      |   |                |     |   |   |      |  
| |                                          |  |                                   |     |                                  |   |      |   |                |     |   |   |      |  
| | Total                                    |  | $                                 | 182 |                                  | $ | (16  | ) | $              | 587 |   | $ | 436  |  
| |                                          |  |                                   |     |                                  |   |      |   |                |     |   |   |      |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------------------------------------------------
|   | See the
 Consolidated Balance Sheets for Credcos accumulated other comprehensive loss
 position.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|5. | Derivatives and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   | Credco uses
 derivative financial instruments to manage exposure to various market risks.
 Market risk is the risk to earnings or value resulting from, for example,
 movements in interest rates, foreign exchange rates, or equity market prices.
 Credcos market risk exposures primarily arise through:                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Interest
 rate risk associated with the cost of financing its receivables and loans;
 and                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | Foreign exchange risk within its international
 operations and from foreign currency denominated assets and liabilities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   | General
 principles and the overall framework for managing market risk across Credco
 are defined in the Market Risk Policy approved by American Express
 Enterprise-wide Risk Management Committee (ERMC). Market risk is centrally
 managed by the Market Risk Committee, chaired by the Chief Market Risk
 Officer of American Express.                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   | Derivative
 financial instruments derive their value from an underlying variable or
 multiple variables, including interest rates, foreign exchange rates, and
 equity indices or prices. These instruments can increase, reduce or otherwise
 alter exposure to various market risks and, for that reason, are an integral
 component of Credcos market risk and related asset/liability management
 strategy and processes. Credco uses derivatives to manage these exposures
 that arise within its business operations, but does not engage in derivative
 financial instruments for trading purposes.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   | For the
 receivables Credco owns related to charge card and fixed rate lending
 products, interest rate exposure is managed by shifting the mix of funding
 toward fixed rate debt and by using derivative instruments, with an emphasis
 on interest rate swaps, which effectively fix interest expense for the length
 of the swap. Credco regularly reviews its hedging strategy and may modify it.
 In addition, Credco may change the amount hedged and the hedge percentage may
 change based on changes in business volumes and mix, among other factors.                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |                                                                                                                         
|   | Foreign
 exchange risk is generated by foreign currency denominated balance sheet
 exposures, translation exposure associated with Credcos net investments in
 foreign operations, and foreign currency earnings in international units.
 Credcos foreign exchange risk is managed primarily by entering into
 agreements to buy and sell currencies on a spot basis or by hedging this
 market exposure to the extent it is economically justified through various
 means,                                                                                                                              

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

including the
use of derivative financial instruments such as foreign exchange forwards and
cross-currency swap contracts, which can help lock in the value of Credcos
exposure to specific currencies.

Fair Value Measurements

The fair value of Credcos derivatives is estimated by using pricing
models that 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 valuation models used
by Credco 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
(for example, a benchmark curve) used to value derivatives is 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.

Credco manages derivative counterparty credit 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 twelve 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, Credco may, on occasion, enter into master netting agreements.

As of September 30, 2009 and December 31, 2008, the credit and
nonperformance risks associated with Credcos derivative counterparties were
not significant.

The following table summarizes the total gross fair
value, excluding interest accruals, of derivative product assets and
liabilities at September 30, 2009 and December 31, 2008:

|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|------------------------------------------------------- | -------- | ---------------- | ------------- | --------------- | ------------------ | --------------- |  | --------------- | -- |  | - | --- | 
|                                                       
|                                                        |          |                  |               |                 |                   
|(Millions)                                              | Location |                  | Other
 assets |                 | Other
 liabilities |                
|                                                        |          |                  |               |                 |                   
|                                                        |          | Fair Value
 (a)  |               | Fair Value
 (a) |                   
|                                                        |          |                  |               |                 |                   
|                                                        |          | September 
 2009 |               | December 
 2008 |                    | September
 2009 |  | December 
 2008 |   
|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Derivatives designated as hedging
 instruments          |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Interest rate contracts                                 |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Fair value hedges                                       |          | $                | 351           |                 | $                  | 431             |  | $               |   |  | $ |    | 
|Cash flow hedges                                        |          |                  |              |                 |                    |                |  |                 | 12 |  |   | 54  | 
|Foreign exchange contracts                              |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Net investment hedges                                   |          |                  | 12            |                 |                    | 39              |  |                 | 17 |  |   | 22  | 
|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Total derivatives designated as hedging instruments     |          |                  | 363           |                 |                    | 470             |  |                 | 29 |  |   | 76  | 
|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Derivatives not designated as hedging
 instruments      |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Interest rate contracts                                 |          |                  |              |                 |                    |                |  |                 | 7  |  |   | 5   | 
|Foreign exchange contracts                              |          |                  | 111           |                 |                    | 75              |  |                 | 29 |  |   | 39  | 
|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Total derivatives not designated as hedging instruments |          |                  | 111           |                 |                    | 75              |  |                 | 36 |  |   | 44  | 
|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 
|Total derivatives (b)                                   |          | $                | 474           |                 |                    | 545             |  | $               | 65 |  | $ | 120 | 
|                                                        |          |                  |               |                 |                    |                 |  |                 |    |  |   |     | 

| |     |                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------
| | (a) | The fair values of Credcos
 derivative instruments are classified within Level 2 of the fair value
 hierarchy.

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Table of Contents

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

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | GAAP permits the netting of
 derivative assets and derivative liabilities when a legally enforceable
 master netting agreement exists between Credco and its derivative
 counterparty. At September 30, 2009 and December 31, 2008, $7 million and $8
 million, respectively, of derivative assets and liabilities have been offset
 and represents the impact of legally enforceable master netting agreements
 that provide for the net settlement of all contracts in accordance with GAAP.

Fair Value Hedges

A fair value hedge is a derivative designated to hedge the exposure of
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 enters
into interest rate swaps to convert certain fixed rate long-term debt to
floating rate debt at the time of issuance. As of September 30, 2009, Credco
hedged $7.5 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. Hedge
ineffectiveness may be caused by differences between the debts interest coupon
and the benchmark rate, which is in turn primarily due to credit spreads at
inception of the hedging relationship, which is 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 swaps
without causing an offsetting impact in the value of the hedged debt.

The following tables summarize the impact of fair value hedges on the
consolidated financial statements for the three and nine months ended September
30, 2009 and 2008, respectively:

For the three months ended September
30:

|                                         |  |                                 |  |                                  |     |          |   |                                  |  |                                                |  |      |     |      |   |      |   |   |    |   |   |   | 
|---------------------------------------- |  | ------------------------------- |  | -------------------------------- | --- | -------- | - | -------------------------------- |  | ---------------------------------------------- |  | ---- | --- | ---- | - | ---- | - | - | -- | - | - | - | 
|                                        
|                                         |  | Statement of Income             |  |                                  |    
|                                         |  |                                 |  |                                  |    
|                                         |  | Derivative contract gain/(loss) |  | Hedged item gain/(loss)          |     |          |  
|                                         |  |                                 |  |                                  |     |          |  
|Derivative
 
 relationship               |  | Location                        |  | Amount 
 recognized,
 net of tax |     | Location |   | Amount 
 recognized,
 net of tax |  | Ineffective net 
 gains (losses), 
 net of tax | 
|                                         |  |                                 |  |                                  |     |          |   |                                  |  |                                                | 
|(Millions)                               |  |                                 |  | 2009                             |     | 2008     |   |                                  |  | 2009                                           |  | 2008 |     | 2009 |   | 2008 |  
|                                         |  |                                 |  |                                  |     |          |   |                                  |  |                                                |  |      |     |      |   |      |  
|Fair value hedges:                       |  |                                 |  |                                  |     |          |   |                                  |  |                                                |  |      |     |      |   |      |   |   |    |   |   |   | 
|Interest rate contracts                  |  | Other revenues                  |  | $                                | 37  |          | $ | 8                                |  | Other revenues                                 |  | $    | (41 | )    | $ | (8   | ) | $ | (4 | ) | $ |  | 
|                                        
|                                         |  |                                 |  |                                  |     |          |   |                                  |  |                                                |  |      |     |      |   |      |   |   |    |   |   |   | 
|For the nine months ended September
 30:
|                                        
|                                        
|                                         |  | Statement of Income             |  |                                  |    
|                                         |  |                                 |  |                                  |    
|                                         |  | Derivative contract gain/(loss) |  | Hedged item gain/(loss)          |     |          |  
|                                         |  |                                 |  |                                  |     |          |  
|Derivative
 
 relationship               |  | Location                        |  | Amount 
 recognized,
 net of tax |     | Location |   | Amount 
 recognized,
 net of tax |  | Ineffective net 
 gains (losses), 
 net of tax | 
|                                         |  |                                 |  |                                  |     |          |   |                                  |  |                                                | 
|(Millions)                               |  |                                 |  | 2009                             |     | 2008     |   |                                  |  | 2009                                           |  | 2008 |     | 2009 |   | 2008 |  
|                                         |  |                                 |  |                                  |     |          |   |                                  |  |                                                |  |      |     |      |   |      |  
|Fair value hedges:                       |  |                                 |  |                                  |     |          |   |                                  |  |                                                |  |      |     |      |   |      |   |   |    |   |   |   | 
|Interest rate contracts                  |  | Other revenues                  |  | $                                | (52 | )        | $ | 2                                |  | Other revenues                                 |  | $    | 52  |      | $ | (2   | ) | $ |   |   | $ |  | 
|                                        

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash Flow Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | A cash flow hedge is a derivative designated to hedge the exposure of
 variable future cash flows attributable to a particular risk of 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 derivative instruments, primarily interest rate swaps. These derivative
 instruments effectively convert floating rate debt to a fixed rate debt for
 the duration of the swap. As of September 30, 2009, Credco hedged $1.2
 billion of its floating rate debt to fixed rate debt using interest rate
 swaps.                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | For derivative financial instruments that qualify as cash flow
 hedges, the effective portions of the gain or loss on the derivatives are
 recorded in accumulated other comprehensive (loss) income and reclassified into
 earnings when the hedged cash flows are recognized into earnings. The amount
 that is reclassified into earnings is presented in the Consolidated
 Statements of Income with the hedged instrument or transaction impact,
 primarily in interest expense. Any ineffective portion of the gain or loss,
 as determined by the accounting requirements, is reported as a component of
 other revenues.                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | In the normal course of business, as the hedged cash flows are
 recognized into earnings, Credco expects to reclassify $(9) million of net pretax
 losses on derivative instruments from accumulated other comprehensive loss to
 earnings during the next 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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 designates
 foreign currency derivatives, primarily forward agreements, 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 portions of financial instruments
 that qualify as net investment hedges are recorded in accumulated other
 comprehensive (loss) income as part of the cumulative translation adjustment.
 Any ineffective portions of net investment hedges are recognized in other
 revenues during the period of change.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The following table summarizes the impact of cash flow hedges and net
 investment hedges on the consolidated financial statements for the three and
 nine months ended September 30, 2009 and 2008, respectively:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | For the three months ended September 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                           |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |    |   |   |      |   |                |  |   |   |  |   |   | 
|-------------------------- |  | ------------------------------------------------- | --- | --------------------------------------------------- | - | --------------------------------- |  | ----------------------------------- |  | ------ | -- | - | - | ---- | - | -------------- |  | - | - |  | - | - | 
|                           |  |                                                   |     |                                                     |  
|(Millions)                 |  | Derivative
 impact on OCI gain (loss), net of tax |     | Derivative
 ineffectiveness gain (loss), net of tax |  
|                           |  |                                                   |     |                                                     |  
|                           |  | Recognized
 in
 Other
 Comprehensive
 Income      |     | Location
 Reclassified into
 Income                 |   | Amount
 Reclassified into
 Income |  | Location
 Reclassified into
 Income |  | Amount |   
|                           |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |   
|Derivative
 relationship   |  | 2009                                              |     | 2008                                                |   |                                   |  | 2009                                |  | 2008   |    |   |   | 2009 |   | 2008           | 
|                           |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |    |   |   |      |   |                | 
|Cash flow hedges:          |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |    |   |   |      |   |                |  |   |   |  |   |   | 
|Interest rate contracts    |  | $                                                 |    |                                                     | $ |                                  |  | Interest expense                    |  | $      | (6 | ) | $ | (23  | ) | Other revenues |  | $ |  |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |    |   |   |      |   |                |  |   |   |  |   |   | 
|Net investment hedges:     |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |    |   |   |      |   |                |  |   |   |  |   |   | 
|Foreign exchange contracts |  | $                                                 | (15 | )                                                   | $ | 59                                |  | Other revenues                      |  | $      |   |   | $ |     |   | Other revenues |  | $ |  |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |  |                                     |  |        |    |   |   |      |   |                |  |   |   |  |   |   | 

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                        
| | ---------------------------------------
| | For the nine months ended September 30:

|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|-------------------------- |  | ------------------------------------------------- | --- | --------------------------------------------------- | - | --------------------------------- | - | ----------------------------------- |  | ------ | --- | - | - | ---- | - | -------------- |  | - | - |  | - | - | 
|                           |  |                                                   |     |                                                     |  
|(Millions)                 |  | Derivative
 impact on OCI gain (loss), net of tax |     | Derivative
 ineffectiveness gain (loss), net of tax |  
|                           |  |                                                   |     |                                                     |  
|                           |  | Recognized
 in
 Other
 Comprehensive
 Income      |     | Location
 Reclassified into
 Income                 |   | Amount
 Reclassified into
 Income |   | Location
 Reclassified into
 Income |  | Amount |    
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |    
|Derivative
 relationship   |  | 2009                                              |     | 2008                                                |   |                                   |   | 2009                                |  | 2008   |     |   |   | 2009 |   | 2008           | 
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                | 
|Cash flow hedges:          |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Interest rate contracts    |  | $                                                 | (8  | )                                                   | $ | (37                               | ) | Interest expense                    |  | $      | (35 | ) | $ | (53  | ) | Other revenues |  | $ |  |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Net investment hedges:     |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Foreign exchange contracts |  | $                                                 | (83 | )                                                   | $ | (7                                | ) | Other revenues                      |  | $      |    |   | $ |     |   | Other revenues |  | $ |  |  | $ |  | 
|                           |  |                                                   |     |                                                     |   |                                   |   |                                     |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Derivatives Not Designated as Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credco has derivatives that act as economic hedges and are not
 designated for hedge accounting treatment. 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
 forward contracts 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. For Credcos economic hedges, the changes in the fair value of the
 derivative instrument significantly offset within the Consolidated Statements
 of Income, the related foreign exchange gains or losses on the underlying
 hedged exposures. From time to time, Credco may enter into interest rate
 swaps to specifically manage funding costs related to its proprietary card
 business.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | For derivative financial instruments 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 financial statements for the three
 and nine months ended September 30, 2009 and 2008, respectively:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | For the three months ended September 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                      |  |                                                                                          |  |                              |    |      |   |      |  
|------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------- | -- | ---- | - | ---- | -
|                                      |  |                                                                                          |  |                              |   
|Derivative
 Relationship              |  | Income Statement classification of gain
 (loss) on derivatives not designated as
 hedges |  | Amount recognized net of tax |   
|                                      |  |                                                                                          |  |                              |   
|(Millions)                            |  |                                                                                          |  | 2009                         |    | 2008 |  
|                                      |  |                                                                                          |  |                              |    |      |  
|Derivatives
 not designated as hedges |  |                                                                                          |  |                              |    |      |   |      |  
|Interest
 rate contracts              |  | Other
 revenues                                                                          |  | $                            |   |      | $ | (1   | )
|Foreign
 exchange contracts           |  | Other
 revenues                                                                          |  |                              | 44 |      |   | (110 | )
|                                      |  | Interest
 expense                                                                        |  |                              | 2  |      |   | 4    |  
|                                      |  |                                                                                          |  |                              |    |      |   |      |  
|Total                                 |  |                                                                                          |  | $                            | 46 |      | $ | (107 | )
|                                      |  |                                                                                          |  |                              |    |      |   |      |  

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                        
| | ---------------------------------------
| | For the nine months ended September 30:

|                                      |  |                                                                                          |  |                              |    |      |   |     |  
|------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------- | -- | ---- | - | --- | -
|                                      |  |                                                                                          |  |                              |   
|Derivative
 Relationship              |  | Income Statement classification of gain
 (loss) on derivatives not designated as
 hedges |  | Amount recognized net of tax |   
|                                      |  |                                                                                          |  |                              |   
|(Millions)                            |  |                                                                                          |  | 2009                         |    | 2008 |  
|                                      |  |                                                                                          |  |                              |    |      |  
|Derivatives
 not designated as hedges |  |                                                                                          |  |                              |    |      |   |     |  
|Interest
 rate contracts              |  | Other
 revenues                                                                          |  | $                            |   |      | $ |    |  
|Foreign
 exchange contracts           |  | Other
 revenues                                                                          |  |                              | 51 |      |   | (95 | )
|                                      |  | Interest
 expense                                                                        |  |                              | 10 |      |   | 13  |  
|Total                                 |  |                                                                                          |  | $                            | 61 |      | $ | (82 | )
|                                      |  |                                                                                          |  |                              |    |      |   |     |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | 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. However, all of these years continue to remain open as a
 consequence of certain issues under appeal.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Credco had
 approximately $105 million and $63 million of unrecognized tax benefits at
 September 30, 2009 and December 31, 2008, respectively. The change is
 primarily due to an increase in unrecognized tax benefits relating to the
 attribution of taxable income to a particular jurisdiction or jurisdictions.
 Included in the $105 million and $63 million of unrecognized tax benefits at September
 30, 2009 and December 31, 2008, respectively, are corresponding benefits of
 approximately $88 million and $53 million, respectively, that, if recognized,
 would favorably affect the tax rate in a future period. These benefits
 primarily relate to Credcos gross permanent benefits and corresponding
 foreign tax credits and federal tax effects. Credco had approximately $25
 million and $15 million accrued for the payment of interest and penalties at
 September 30, 2009 and December 31, 2008, respectively. For the three and
 nine months ended September 30, 2009, Credco recognized a net charge of
 approximately $2 million and $10 million of interest and penalties,
 respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Credco
 routinely assesses the likelihood of additional assessments in each of the
 taxing jurisdictions and has established a liability for unrecognized tax
 benefits that Credcos management believes to be adequate. Once established,
 unrecognized tax benefits are adjusted if more accurate information is
 available, or a change in circumstance, or an event occurs necessitating a
 change to the liability. It is reasonably possible that the unrecognized tax
 benefits may significantly increase or decrease within the next twelve
 months. Due to the inherent complexities and the number of tax years
 currently under examination, it is not possible to quantify the impact such
 changes may have on the effective tax rate and net income.                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Credcos
 effective tax rate was 8 percent for both the three and nine months ended
 September 30, 2009, respectively, compared with 13 percent for the full year
 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                             
|-- | --------------------------------------------------------------------------------------------------------------------------------------------
|7. | Subsequent Events                                                                                                                           
|   |                                                                                                                                             
|   | Credco has
 performed an evaluation of subsequent events through November 16, 2009, which
 is the date the financial statements were issued.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

Item 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | American
 Express Credit Corporation, together with its subsidiaries (Credco), 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 Expressâ
 Card, the American Expressâ Gold Card,
 Platinum Cardâ, Corporate
 Card, and other American Express Cards issued in the United States and in
 designated currencies outside the United States. Credco also finances certain
 interest-bearing and discounted revolving loans mainly comprised of 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Restatement of Previously Issued
    Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | As discussed in the
         Form 10-K/A, Credco restated its Consolidated Financial Statements for
         the years ended December 31, 2008 and 2007 and certain quarters in 2008
         and 2007 as well as its Quarterly Reports on Form 10-Q for the periods
         ended June 30, 2009 and March 31, 2009. The restatement has no effect
         on Credcos net cash flows provided by (used in) operating activities,
         investing activities and financing activities. All dollar amounts and
         percentages herein have been adjusted for the effect of the restatement
         adjustments.
     The restatement is the result
         of the correction of a non-cash error in the accounting for a net investment
         in a consolidated foreign subsidiary that stemmed from a funding structure
         executed in 2004. In the course of preparing the financial statements
         for the third quarter of 2009, an error was identified in the initial
         set up of this structure in Credcos subsidiary ledgers that caused
         an incorrect automated bookkeeping entry to be recorded beginning in
         the third quarter of 2007 when a portion of the funding for this net
         investment was refinanced. As a result of this incorrect automated bookkeeping
         entry, (i) other revenues in Credcos Consolidated Statements of
         Income and (ii) accrued interest and other liabilities, retained earnings
         and the foreign currency translation adjustments account included in
         the accumulated other comprehensive income (loss) component of shareholders
         equity in Credcos Consolidated Balance Sheets were incorrect beginning
         in the third quarter of 2007.
     The restatement also includes
         the impact of (i) certain other unrelated immaterial errors primarily
         impacting income tax provision in Credcos Consolidated Statements
         of Income and (ii) the correction of an asset line item reclassification
         affecting cardmember receivables and due from affiliates in Credcos
         Consolidated Balance Sheets.
     Certain disclosures in Notes
         4 and 6 have been restated consistent with the Consolidated Financial
         Statements.
     The following tables set forth
         the effects of the restatement adjustments on the Ratio of Earnings
         to Fixed Charges for the years ended December 31, 2008 and 2007.
     RATIO OF EARNINGS TO FIXED
    CHARGES

| |            | As         |          | 
| | ---------- | ---------- | -------- | 
| |            | Previously |          | 
| | (millions) | Reported   | Restated | 
| | 2007       | 1.38       | 1.38     | 
| | 2008       | 1.50       | 1.62     | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Current Economic Environment/Outlook                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | While year-over-year
 cardmember spending volume comparisons remained negative during the third
 quarter, monthly comparisons have recently improved as spending levels have
 stabilized. This pattern was fairly consistent across all of American
 Express businesses. In addition, the number of cardmember transactions on
 American Express network was relatively flat year-over-year. If third
 quarter spending volumes continue through the fourth quarter, which is
 subject to various uncertainties such as consumer confidence and the strength
 of the economy, among other factors, American Express would expect further
 narrowing of the decline in growth metrics given easier year-over-year
 comparisons. Credit trends continued to show overall improvement. Charge card
 losses have moderated in the United States and worldwide past-due trends have
 improved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | In October
 2008, American Express moved to increase its flexibility in funding U.S.
 consumer and small business charge card receivables by amending the
 receivables purchase agreements between Credco and each of American Express
 Centurion Bank (Centurion Bank) and American Express Bank, FSB (FSB)
 (together, the Banks). The previous agreements called for the Banks, which
 issue American Express U.S. consumer and small business charge cards, to
 sell all unsecuritized receivables related to spending on those cards to
 Credco. The amended agreements give the Banks the flexibility to continue to
 sell the receivables to Credco or to retain the receivables and fund them
 from their own sources. These amendments will allow American Express to
 shift, from time-to-time, the funding of those receivables from Credco to the
 Banks. Credco, which raises funds for the purpose of buying receivables
 through the sale of commercial paper, as well as through the issuance of
 medium- and long-term debt securities, can transfer proceeds of its funding
 activities in excess of its needs broadly to other subsidiaries of American
 Express, including to the Banks. The new arrangements between Credco and the
 Banks will have no impact on Credcos funding of U.S. corporate charge card
 receivables and charge card receivables outside the United States.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Certain
 prior year amounts have been reclassified to conform to the current year
 presentation of the Consolidated Statement of Cash Flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Results of Operations for the Nine Months ended September 30, 2009
 and 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Pretax
 income depends primarily on the volume of cardmember receivables purchased,
 the discount factor used to determine purchase price, the relationship of the
 total discount to Credcos interest expense, and the collectibility of
 cardmember receivables purchased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credcos
 consolidated net income decreased 57 percent to $269 million for the nine
 months ended September 30, 2009, as compared to the nine months ended
 September 30, 2008. The year-over-year decrease was primarily due to a
 decrease in discount revenue earned from a smaller base of purchased
 cardmember receivables and loans, interest income earned on loans to
 affiliates, and interest income from investments, partially offset by a
 decrease in interest expense and provisions for losses, net of recoveries. A
 portion of the decrease in net income was also due to the year-over-year
 decrease in other revenues for the reasons described below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table summarizes the changes attributable to the increase
 (decrease) in key revenue and expense accounts for the nine month period
 ended September 30, 2009, compared with the nine month period ended September
 30, 2008 (millions):

|                                                                        |  |   |        |  
|----------------------------------------------------------------------- |  | - | ------ | -
|Discount
 revenue earned on purchased cardmember receivables and loans: |  |   |        |  
|Volume of receivables and loans purchased                               |  | $ | (1,082 | )
|Discount rates                                                          |  |   | (212   | )
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (1,294 | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Interest
 income from affiliates:                                       |  |   |        |  
|Average loans to affiliates                                             |  | $ | (53    | )
|Interest rates                                                          |  |   | (210   | )
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (263   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Interest
 income from investments:                                      |  |   |        |  
|Average investments outstanding                                         |  | $ | 49     |  
|Interest rates                                                          |  |   | (195   | )
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (146   | )
|                                                                        |  |   |        |  
|                                                                        |  |   |        |  
|Provisions
 for losses, net of recoveries:                              |  |   |        |  
|Volume of receivables purchased                                         |  | $ | (392   | )
|Provisions rates and volume of recoveries                               |  |   | 7      |  
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (385   | )
|                                                                        |  |   |        |  
|Interest
 expense:                                                      |  |   |        |  
|Average debt outstanding                                                |  | $ | (408   | )
|Interest rates                                                          |  |   | (203   | )
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (611   | )
|                                                                        |  |   |        |  
|Interest
 expense to affiliates:                                        |  |   |        |  
|Average debt outstanding                                                |  | $ | 9      |  
|Interest rates                                                          |  |   | (186   | )
|                                                                        |  |   |        |  
|Total                                                                   |  | $ | (177   | )
|                                                                        |  |   |        |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Discount Revenue Earned on Purchased
 Cardmember Receivables and Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Discount
 revenue decreased 71 percent or $1,294 million to $524 million for the nine
 months ended September 30, 2009, as compared to the nine months ended
 September 30, 2008, due to a decrease in both the volume of receivables
 purchased and discount rates. Volume of receivables and loans purchased for
 the nine months ended September 30, 2009, was 59 percent lower than the same
 period a year ago, primarily due to the amendment of the receivables purchase
 agreements between Credco and the Banks. Purchased volume does not include
 those cardmember receivables transferred with recourse to Credco and
 cardmember receivables and loans funded by loans to affiliates. 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 approximately 26 basis points compared to the nine months ended September
 30, 2008.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Interest Income from Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Interest
 income from affiliates decreased 45 percent or $263 million to $320 million
 for the nine months ended September 30, 2009, as compared to the nine months
 ended September 30, 2008. The year-over-year decrease is due to a decrease in
 both the interest rates charged to affiliates and, to a lesser extent, the
 volume of loans to affiliates. The average interest rate charged to
 affiliates during the nine months ended September 30, 2009, was 195 basis
 points lower than the average interest rate charged to affiliates in the same
 nine month period a year ago.                                                                                                                                                                                                                                                                                                                                                               

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest Income from Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interest income from
 investments decreased 67 percent or $146 million to $73 million for the nine
 months ended September 30, 2009, as compared to the nine months ended
 September 30, 2008. The year-over-year decrease is due to the decrease of the
 average interest rate on the total investment portfolio of approximately 179
 basis points for the nine months ended September 30, 2009, as compared to the
 same nine month period a year ago, as well as the maturity of $1 billion of
 U.S. Treasury securities in 2009.                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Other Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Other revenues decreased
 $47 million to $(7) million for the nine months ended September 30, 2009 as
 compared to the prior year period primarily as a result of the change in
 value of foreign exchange forward contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Provisions for Losses, Net of Recoveries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The provisions for losses,
 net of recoveries, decreased 70 percent or $385 million to $163 million for
 the nine months ended September 30, 2009, as compared to the nine months
 ended September 30, 2008. The year-over-year decrease primarily reflects a
 reduction in the volume of receivables purchased, due to the amendment of the
 receivables purchase agreements with the Banks previously discussed.                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interest Expense and Interest Expense to
 Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Interest
 expense and interest expense to affiliates decreased 58 percent and 82
 percent, respectively, for the nine months ended September 30, 2009, as
 compared to the same period a year ago. Interest expense decreased due to
 lower interest rates and lower average debt outstanding. Interest expense to
 affiliates decreased due to lower interest rates, partially offset by an
 increase in average debt with affiliates outstanding. The average interest
 rate on debt outstanding during the nine months ended September 30, 2009, was
 98 basis points lower than the same period a year ago. The average rate due
 to affiliates during the nine months ended September 30, 2009, was 184 basis
 points lower than the same period a year ago.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Service Fees to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Service fees
 to affiliates decreased to $1 million for the nine months ended September 30,
 2009, as compared to $152 million for the nine months ended September 30,
 2008, due to a decrease in servicing provided under service level agreements
 with affiliates as a result of the previously discussed amendment of the
 receivables purchase agreements with the Banks.                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Credcos effective
 tax rate was 8 percent and 12 percent for the nine months ended September 30,
 2009, and 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Cardmember Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | At September
 30, 2009, and December 31, 2008, Credco owned $9.2 billion and $10.9 billion
 of 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
 Receivables Corporation (CRC)s purchases of the participation interests from
 American Express Receivables Financing Corporation V LLC (RFC V) in
 conjunction with TRS securitization program. At September 30, 2009, and
 December 31, 2008, CRC owned approximately $1.9 billion and $2.4 billion,
 respectively, of participation interests purchased from RFC V.                                                           

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                       
| | ------------------------------------------------------------------------------------------------------
| |                                                                                                       
| | The
 following table summarizes selected information related to the cardmember
 receivables portfolio:

|                                                                |  |                     |       |                    |   |                               |   |   |        |  
|--------------------------------------------------------------- |  | ------------------- | ----- | ------------------ | - | ----------------------------- | - | - | ------ | -
|As of and
 for nine months ended (Millions, except percentages) |  | September 30,
 2009 |       | December 31,
 2008 |   | September 30,
 2008
 Restated |  
|                                                                |  |                     |       |                    |   |                               |  
|Total
 cardmember receivables                                   |  | $                   | 9,223 |                    | $ | 10,859                        |   | $ | 22,672 |  
|Loss
 reserves                                                  |  | $                   | 144   |                    | $ | 204                           |   | $ | 717    |  
|as a % of receivables (a)                                       |  |                     | 1.6   | %                  |   | 1.9                           | % |   | 3.2    | %
|Average life
 of cardmember receivables (in days) (b)           |  |                     | 30    |                    |   | 32                            |   |   | 33     |  
|                                                                |  |                     |       |                    |   |                               |   |   |        |  
|Cardmember
 receivables  180 day write-off (a)                 |  | $                   | 1,894 |                    | $ | 2,444                         |   |   | N/A    |  
|30 days past
 due as a % of total                               |  |                     | 1.9   | %                  |   | 2.6                           | % |   | N/A    |  
|Average
 receivables                                            |  | $                   | 1,961 |                    | $ | 10,187                        |   |   | N/A    |  
|Write-offs,
 net of recoveries                                  |  | $                   | 48    |                    | $ | 695                           |   |   | N/A    |  
|Net
 write-off rate (a)                                         |  |                     | 3.3   | %                  |   | 9.1                           | % |   | N/A    |  
|                                                                |  |                     |       |                    |   |                               |   |   |        |  
|Cardmember
 receivables  360 day write-off                     |  | $                   | 7,329 |                    | $ | 8,415                         |   | $ | 22,672 |  
|90 days past
 due as a % of total                               |  |                     | 1.8   | %                  |   | 2.8                           | % |   | 4.3    | %
|Write-offs,
 net of recoveries                                  |  | $                   | 144   |                    | $ | 107                           |   | $ | 560    |  
|Net
 write-off rate (c)                                         |  |                     | 0.21  | %                  |   | 0.12                          | % |   | 0.27   | %

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (a) | In the fourth quarter of 2008,
 American Express revised the time period in which past due cardmember
 receivables for its U.S. Card Services segment are written off to 180 days
 past due, consistent with applicable bank regulatory guidance. Previously,
 receivables were written off when 360 days past due. Credcos receivables
 subject to 180 day write-off and the related net write-off rate, which
 reflects write-offs, net of recoveries expressed as an annualized 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, are reflected above.
|
| | (b) | 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 periods indicated, to the volume of cardmember
 receivables purchased by Credco.                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) | Credcos write-offs, net of
 recoveries, expressed as a percentage of the volume of cardmember receivables
 purchased by Credco in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| |                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember
 receivables owned at September 30, 2009, decreased approximately $1.6 billion
 from December 31, 2008, primarily as a result of a reduction in cardmember
 receivables purchased due to the expected seasonal changes in cardmember
 spending.
| |                                                                                                                                                                                                                                                           
| | Reserves for Cardmember Receivables and
 Cardmember Loans                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                           
| | The
 following is an analysis of the reserves for cardmember receivables and
 cardmember loans:                                                                                                                                                           

|                              |  |                     |      |                     |   |      |  
|----------------------------- |  | ------------------- | ---- | ------------------- | - | ---- | -
|Nine
 months ended (Millions) |  | September 30,
 2009 |      | September 30,
 2008 |  
|                              |  |                     |      |                     |  
|Balance,
 beginning of period |  | $                   | 218  |                     | $ | 841  |  
|Provisions
 for losses (a)    |  |                     | 163  |                     |   | 548  |  
|Accounts
 written-off (a)     |  |                     | (210 | )                   |   | (568 | )
|Other                         |  |                     | (8   | )                   |   | (92  | )
|                              |  |                     |      |                     |   |      |  
|Balance, end
 of period       |  | $                   | 163  |                     | $ | 729  |  
|                              |  |                     |      |                     |   |      |  

| |     |                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on
 accounts previously written-off of $57 million and $119 million during the
 nine months ended September 30, 2009 and 2008, respectively.

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AMERICAN EXPRESS CREDIT CORPORATION

Loans to Affiliates

Components of
loans to affiliates were as follows:

|                                            |  |                   |       |                  |   |                   |  |   |        | 
|------------------------------------------- |  | ----------------- | ----- | ---------------- | - | ----------------- |  | - | ------ | 
|(Millions)                                  |  | September 30,2009 |       | December 31,2008 |   | September 30,2008 | 
|                                            |  |                   |       |                  |   |                   | 
|TRS Subsidiaries:                           |  |                   |       |                  |   |                   |  |   |        | 
|American Express Australia Limited          |  | $                 | 3,503 |                  | $ | 3,204             |  | $ | 3,994  | 
|American Express Services Europe Limited    |  |                   | 2,675 |                  |   | 2,388             |  |   | 2,971  | 
|Amex Bank of Canada                         |  |                   | 2,557 |                  |   | 2,257             |  |   | 2,627  | 
|American Express Centurion Bank (a)         |  |                   |      |                  |   | 2,225             |  |   |       | 
|American
 Express International, Inc.       |  |                   | 358   |                  |   | 943               |  |   | 861    | 
|American
 Express Co. (Mexico) S.A. de C.V. |  |                   | 408   |                  |   | 392               |  |   | 476    | 
|American
 Express Bank (Mexico) S.A.        |  |                   | 330   |                  |   | 317               |  |   | 340    | 
|                                            |  |                   |       |                  |   |                   |  |   |        | 
|Total (b)                                   |  | $                 | 9,831 |                  | $ | 11,726            |  | $ | 11,269 | 
|                                            |  |                   |       |                  |   |                   |  |   |        | 

|    |                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | During 2008, Credco loaned
 $2.2 billion to Centurion Bank as a consequence of the previously discussed
 amendment of the receivables purchase agreements. In February 2009, Centurion
 Bank repaid $2.2 billion to Credco.
|    |                                                                                                                                                                                                                            
|(b) | Of the approximately $9.8
 billion outstanding of loans to affiliates, approximately $6.6 billion are
 collateralized by the underlying cardmember receivables transferred with
 recourse.                                 

Due from Affiliates

At September 30, 2009, and December
31, 2008, due from affiliates was $5.2 billion and $3.7 billion, respectively.
These amounts relate primarily to timing differences between the purchase of
cardmember receivables and remittances from TRS on cardmember receivables
purchased by Credco, which are net settled in the subsequent month in the
normal course of business.

Short-term Debt to Affiliates

Components of
short-term debt to affiliates were as follows:

|                                              |  |                   |       |                  |   |                   |  |   |       | 
|--------------------------------------------- |  | ----------------- | ----- | ---------------- | - | ----------------- |  | - | ----- | 
|(Millions)                                    |  | September 30,2009 |       | December 31,2008 |   | September 30,2008 | 
|                                              |  |                   |       |                  |   |                   | 
|American Express                              |  | $                 | 2,458 |                  | $ | 3,579             |  | $ | 4,072 | 
|AE Exposure
 Management Ltd.                  |  |                   | 743   |                  |   | 2,356             |  |   | 2,427 | 
|TRS                                           |  |                   |      |                  |   | 1,483             |  |   | 1,485 | 
|American Express Holdings (Netherlands)
 C.V. |  |                   | 419   |                  |   | 417               |  |   | 386   | 
|American Express Europe Limited               |  |                   | 175   |                  |   | 175               |  |   |      | 
|National Express Company, Inc.                |  |                   | 130   |                  |   | 91                |  |   | 106   | 
|American
 Express Publishing Corp.            |  |                   | 50    |                  |   | 84                |  |   | 61    | 
|Other                                         |  |                   | 183   |                  |   | 132               |  |   | 155   | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 
|Total                                         |  | $                 | 4,158 |                  | $ | 8,317             |  | $ | 8,692 | 
|                                              |  |                   |       |                  |   |                   |  |   |       | 

Short-term
debt to affiliates consists primarily of master note agreements for which there
is no stated term.

Consolidated 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 meet its obligations for at least
a 12 month period should some or all of its funding sources become
inaccessible.

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AMERICAN EXPRESS CREDIT CORPORATION

Funding Strategy

Credco seeks
to maintain broad and well-diversified funding sources to allow it to meet its
maturing obligations and cost-effectively finance current and future asset
growth as well as to maintain a strong liquidity profile. 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 in
any one type of debt, maturity, or investor. The mix of Credcos funding in any
period will seek to achieve cost-efficiency while 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
commercial paper and senior unsecured debentures. The market for Credcos
unsecured term debt has improved in 2009 as the capital markets continue to
recover. One of the principal tenets of Credcos funding strategy is to issue
debt with a wide range of maturities to reduce and distribute its refinancing
requirements in future periods. Credco continues to assess its funding needs
and investor demand and could change the mix of its existing sources as well as
seek to add new sources to its funding mix. Credcos funding plan is subject to
various risks and uncertainties, such as disruption of financial markets,
market capacity, and demand for securities offered by Credco as well as any
regulatory changes. Many of these risks and uncertainties are beyond Credcos
control.

Credcos
current funding strategy is to raise funds and maintain 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, at a minimum, meet seasonal
and other working capital needs for the next 12 months. Working capital needs
include maturing debt obligations, both long and short term, changes in
receivables and other asset balances, as well as operating requirements.

Credcos
liquidity and funding strategy is designed to maintain appropriate and stable
debt ratings from the major credit rating agencies, Standard & Poors
(S&P), Moodys Investor Services (Moodys), Dominion Bond Rating Service
(DBRS), and Fitch Ratings (Fitch). There have been no changes to the ratings
during the last quarter.

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

A downgrade in
Credcos debt rating could result in paying higher interest expense on Credcos
unsecured debt, as well as higher fees related to its committed lines of
credit. In addition to increased funding costs, a lower debt rating could also
reduce Credcos borrowing capacity in the unsecured term debt and commercial
paper markets.

Short-term Funding Programs

Credcos
short-term funding requirements have historically been met primarily by the
sale of commercial paper. Credcos commercial paper is widely recognized in the
money markets and is supported by a diverse base among short-term investors.
Credco has readily sold the volume of commercial paper necessary to meet its
working capital funding needs as well as to cover the daily maturities of
commercial paper issued, and has had continuous access to the commercial paper
markets during the credit crisis.

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AMERICAN EXPRESS CREDIT CORPORATION

In addition,
Credco is eligible to have up to $14.7 billion of commercial paper outstanding
with the special purpose vehicle (SPV) established as part of the Commercial
Paper Funding Facility (CPFF). Credco has not issued commercial paper to the
CPFF during 2009 and had no commercial paper outstanding with the CPFF as of
September 30, 2009. The CPFF is currently set to expire at February 1, 2010.

Based on the
maximum available borrowings under committed third party bank credit facilities
and term liquidity portfolio investment securities, Credcos total back-up
liquidity coverage of net short-term borrowings was in excess of 100 percent at
September 30, 2009 and December 31, 2008.

Long-term Funding Programs

Long-term debt is raised through the offering of debt securities in the United States and
international capital markets. Long-term debt is defined as any debt with
an original maturity greater than 12 months.

Credco had the
following long-term debt outstanding:

|                           |  |                                |      |                              |   |      | 
|-------------------------- |  | ------------------------------ | ---- | ---------------------------- | - | ---- | 
|(Billions)                 |  | Quarter endedSeptember 30,2009 |      | Year endedDecember 31,
 2008 |  
|                           |  |                                |      |                              |  
|Long-term debt outstanding |  | $                              | 18.3 |                              | $ | 20.0 | 
|Average long-term debt     |  | $                              | 18.6 |                              | $ | 21.2 | 
|                           |  |                                |      |                              |   |      | 

Credco has the
ability to issue debt securities under shelf registrations filed with the
Securities and Exchange Commission (SEC). The shelf registration statement
filed with the SEC is for an unspecified amount of debt securities to be issued
from time to time. On August 25, 2009, Credco successfully issued $1.5 billion
of non-guaranteed fixed-rate senior unsecured debt from its U.S. shelf
registration. At September 30, 2009, Credco had $11.7 billion of debt
securities outstanding issued under the SEC registration statements.

Credco, in
conjunction with certain subsidiaries of American Express, has established a
program for the issuance of debt instruments outside the United States which
    is listed on the Luxembourg Stock Exchange. The maximum aggregate principal
    amount of debt instruments outstanding at any one time under the program
    cannot exceed $50.0 billion. At September 30, 2009, $2.0 billion was outstanding
    under this program, of which $1.5 billion was issued by Credco. Subsequent
    to September 30, 2009, Credco successfully accessed the U.K. unsecured debt
    markets, and issued £750 million (approximately $1.2 billion) of senior
    unsecured debt.

Credco has
also established a program in Australia for the issuance of debt securities
from time to time of up to approximately $5.2 billion. During the nine months
ended September 30, 2009, no notes were issued under this program. At September
30, 2009, approximately $4.4 billion was available for issuance under this
program.

Credco
maintains a shelf registration in Canada for a medium-term note program
providing for the issuance from time to time, in Canada, of up to approximately
$3.2 billion of notes by American Express Canada Credit Corporation
(Cancredco), an indirect wholly-owned subsidiary of Credco. All notes issued
under this shelf registration are guaranteed by Credco. During the nine months
ended September 30, 2009, no notes were issued under this program. Subsequent
to September 30, 2009, CanCredco successfully accessed the Canadian unsecured
debt markets, and issued CAD $950 million (approximately $1.0 billion) of
senior unsecured debt guaranteed by Credco. The financial results of Cancredco
are included in the consolidated financial results of Credco.

The most
restrictive limitation on dividends imposed by the debt instruments issued by
Credco is the requirement that Credco maintain a minimum consolidated net worth
of $50 million. There are no significant 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.

Credco paid cash
dividends of $200 million to TRS during the nine months ended September 30,
2009.

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AMERICAN EXPRESS CREDIT CORPORATION

Liquidity Strategy

Credco seeks
to ensure that it has adequate liquidity in the form of cash and cash
equivalents and readily-marketable securities easily convertible into cash, as
well as access to cash and cash equivalents, to continuously meet its business
needs, sustain operations, and satisfy its obligations for a period of at least
12 months without access to the unsecured debt capital markets. This objective
is managed by accessing capital to finance business growth through a broad and
diverse set of funding programs, and maintaining a variety of contingent
sources of cash and financing.

The upcoming
approximate maturities of Credcos long-term debt are as follows:

|                    |  |                 |     | 
|------------------- |  | --------------- | --- | 
|                    |  |                 |     | 
|(Billions)          |  | Debt Maturities |    
|                    |  |                 |    
|Quarter
 Ending:    |  |                 |     | 
|                    |  |                 |     | 
|                   
|December 31,
 2009  |  | $               | 1.1 | 
|March 31,
 2010     |  |                 |    | 
|June 30,
 2010      |  |                 | 1.4 | 
|September
 30, 2010 |  |                 |    | 
|                    |  |                 |     | 
|Total               |  | $               | 2.5 | 

Credco incurs
net interest cost of carry on the cash and readily-marketable securities it
holds which will be dependent on the amount of cash and readily-marketable
securities that Credco maintains, as well as the difference between its cost of
funding these amounts and their investment yields.

Cash and Readily-Marketable Securities

At September
30, 2009, Credco had cash and cash equivalents of approximately $0.2 billion as
well as $2.0 billion of longer-term readily-marketable securities. These
investments are limited to high credit quality, highly liquid short-term
instruments, as well as longer term, highly liquid instruments, such as U.S.
Government Sponsored Enterprises obligations. These instruments are managed to
either mature prior to the maturity of borrowings that will occur within the
next 12 months, or are sufficiently liquid that Credco can sell them or enter
into sale/repurchase agreements to immediately raise cash proceeds to meet
liquidity needs. In addition to its actual holdings of cash and readily-marketable
securities, Credco maintains access to additional liquidity, also in the form
of cash and cash equivalents held by certain affiliates, through intercompany
loan agreements.

Money Market Fund

Credco owned a $500 million
investment in the Reserve Primary Fund (the Fund), a money market fund. In
September 2008, the net asset value of the Fund fell below $1 per share, at
which time Credco recorded a loss of $15 million related to this investment. As
of October 2, 2009, Credco has received approximately $459 million from the
Fund since it filed a redemption order with Reserve, the Fund sponsor, in
September 2008. Credcos remaining original principal balance in the Reserve
Primary Fund totals $40.9 million (excluding $15 million write-off). The remaining
amount due from the Fund is recorded in deferred charges and other assets on
Credcos Consolidated Balance Sheets. The timing of future redemptions from the
Fund for the receipt of remaining proceeds cannot be determined at this time.

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                       
| | --------------------------------------------------------------------------------------
| | Committed
 Bank Credit Facilities                                                     
| |                                                                                       
| | Credco maintained
 committed bank credit facilities at September 30, 2009, as follows:

| |               |  |       |      |                   |   |        |  |   |     |    
| | ------------- |  | ----- | ---- | ----------------- | - | ------ |  | - | --- | ---
| | (Billions)    |  | Total |      | American
 Express |   | Credco | 
| |               |  |       |      |                   |   |        | 
| | Committed (a) |  | $     | 11.2 |                   | $ | 1.3    |  | $ | 9.9 | (b)
| | Outstanding   |  | $     | 3.1  |                   | $ |       |  | $ | 3.1 |    
| |               |  |       |      |                   |   |        |  |   |     |    

| |                                                               |                                                                                                                                                                                              
| | ------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                           | Included is $3.1 billion
 outstanding related to the Australian facility.                                                                                                                    
| |                                                               |                                                                                                                                                                                              
| | (b)                                                           | Credco has an allocation of
 $9.9 billion under these facilities and also has access to the Parent
 Companys allocation of $1.3 billion, for a maximum borrowing capacity of
 $11.2 billion.
| |                                                               |                                                                                                                                                                                              
| | Credcos committed bank
 credit facilities expire as follows:

| |            |  |   |      | 
| | ---------- |  | - | ---- | 
| | (Billions) |  |   |      | 
| |            |  |   |      | 
| | 2010       |  | $ | 1.9  | 
| | 2011       |  |   | 2.7  | 
| | 2012       |  |   | 6.6  | 
| |            |  |   |      | 
| | Total      |  | $ | 11.2 | 
| |            |  |   |      | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 combined earnings and
 fixed charges to fixed charges. The ratio of earnings to fixed charges for
 Credco was 1.60 for the nine months ended September 30, 2009. The ratio of
 earnings to fixed charges for American Express for the nine months ended
 September 30, 2009 was 2.09.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Committed bank credit
 facilities do not contain material adverse change clauses which 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 that it has the liquidity to satisfy all
 maturing obligations and fund normal business operations for at least a
 12-month period from September 30, 2009.                                                                                                                                                                                                                  

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Forward-Looking
 Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Various statements have
 been made in this Quarterly Report on 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 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 below, which
 could cause actual results to differ materially from such statements. The
 words believe, expect, 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 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 business customers;                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 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 the Credit Card Accountability Responsibility and
 Disclosure Act of 2009 and regulations adopted by federal bank regulators
 relating to certain credit and charge card practices;                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | the effect of fluctuating
 interest rates, which could affect Credcos borrowing costs;                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | the impact on American
 Express business resulting from continuing geopolitical uncertainty;                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Credcos ability to
 satisfactorily remediate (i) the accounting error resulting in the
 restatement or (ii) its material weakness in internal control over financial
 reporting;                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 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, its 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, including adoption of
 changes to the policies, rules and regulations of the Board of Governors of
 the Federal Reserve System;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Credcos ability to meet
 the criteria for participation in certain liquidity facilities and other
 funding programs, including the Commercial Paper Funding Facility being made
 available through the Federal Reserve Bank of New York, or through other
 governmental entities; and                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Credcos ability to access
 in a timely manner its remaining investment in the Reserve Primary Fund.                                                                                                                                                                                                                                                                                                                                                                                                            

OTHER REPORTING MATTERS

Accounting Developments

See Recently Issued
Accounting Standards section of Note 1 to the Consolidated Financial
Statements.

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AMERICAN EXPRESS CREDIT CORPORATION

ITEM 4. CONTROLS AND PROCEDURES

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following has been
 amended to reflect the restatement of Credcos Consolidated Financial
 Statements as discussed further in Note 1 to the Consolidated Financial
 Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | 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 Credcos disclosure controls and procedures were not effective as of
 September 30, 2009 due to the material weakness identified and described
 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | As described in the
 Explanatory Note herein, Credco identified an error in its accounting for a
 net investment in a consolidated foreign subsidiary that stemmed from a
 funding structure executed in 2004. In the course of preparing the financial
 statements for the third quarter of 2009, an error was identified in the
 initial set up of this structure in Credcos subsidiary ledgers that caused
 an incorrect automated bookkeeping entry to be recorded beginning in the
 third quarter of 2007 when a portion of the funding for this net investment
 was refinanced. As a result of this incorrect automated bookkeeping entry,
 (i) other revenues in Credcos Consolidated Statements of Income and (ii)
 accrued interest and other liabilities, retained earnings and the foreign
 currency translation adjustments account included in the accumulated other
 comprehensive income (loss) component of shareholders equity in Credcos
 Consolidated Balance Sheets were incorrect beginning in the third quarter of
 2007. Following a review of its controls and processes, Credcos
 management has determined that it did not maintain effective controls over
 processes to accurately record or monitor certain of its net investments in consolidated
 foreign subsidiaries with similar funding structures. This deficiency
 resulted in an error that was not prevented or detected on a timely basis and
 resulted in restatements of the financial statements for the fiscal years
 ended December 31, 2008 and 2007, including each of the quarterly periods in
 fiscal year 2008 and the third and fourth quarters in fiscal year 2007, and
 for the first and second quarters in 2009. Accordingly, Credcos management
 concluded that this deficiency constitutes a material weakness.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Remediation Steps to
 Address Material Weakness in Internal Controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Credco has reviewed its
 processes and controls for recording and monitoring net investments in
 foreign consolidated subsidiaries and has determined that the error was
 limited to a discrete number of similar transactions (specifically three
 funding structures related to net investments in consolidated foreign
 subsidiaries). Credco has performed a detailed review of each of these net
 investment funding structures and has determined there have been no other
 errors in accounting. Credco has also enhanced its controls with respect to
 recording and monitoring funding structures related to net investments in
 consolidated foreign subsidiaries to prevent future errors in accounting from
 occurring.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Based on the actions taken,
 Credco believes that, as of the date of this Form 10-Q, the potential risk
 of a material misstatement related to the accounting for net investments in
 consolidated foreign subsidiaries for these three funding structures is
 remote. In addition, management is performing additional actions to remediate
 the material weakness including the continued evaluation of the effectiveness
 of its internal control over financial reporting on an ongoing basis, and will
 take further actions as appropriate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | To address the material
 weakness Credco performed additional analysis and other procedures in
 connection with the preparation of the financial statements included in this
 Form 10-Q. Accordingly, management believes that the Consolidated Financial
 Statements included herein fairly present, in all material respects, our
 financial condition, results of operations and cash flows for the periods
 presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Changes in Internal
 Control over Financial Reporting                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                               
| | There were no changes to
 Credcos internal control over financial reporting that occurred during
 the third quarter ended September 30, 2009, that would have a material effect,
 or are reasonably likely to have a material effect, on Credcos internal
 control over financial reporting.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

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 Form 10-K/A for the year ended December 31, 2008. There are no
 material changes from the risk factors set forth in such Form 10-K/A.

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

AMERICAN EXPRESS CREDIT CORPORATION

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:     November
 16, 2009 | By | /s/
 David L. Yowan                         
|                             |    |                                             
|                             |    | David
 L. Yowan                             
|                             |    | Chief
 Executive Officer                    
|                             |    |                                             
|DATE:     November
 16, 2009 | By | /s/
 Lawrence A. Belmonte                   
|                             |    |                                             
|                             |    | Lawrence
 A. Belmonte                       
|                             |    | Vice
 President and Chief Accounting Officer
|                             |    |                                             

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                        |  |                                
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|             |  | Description                                                                                                                                                            |  | How Filed                      
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 4.1  |  | Trust Indenture Providing for the Issuance of Medium Term Notes dated as of October 28, 2005.                                                                          |  | Electronically filed herewith. 
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 4.2  |  | First Supplemental Indenture dated as of January 22, 2008.                                                                                                             |  | Electronically filed herewith. 
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 4.3  |  | Second Supplemental Indenture dated as of January 22, 2008.                                                                                                            |  | Electronically filed herewith. 
|             |  |                                                                                                                                                                        |  |                                
|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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