|                                                                                          
|------------------------------------------------------------------------------------------
|UNITED STATES                                                                             
|SECURITIES AND EXCHANGE COMMISSION                                                        
|Washington,
 D.C. 20549                                                                   
|FORM 10-Q                                                                                 
|                                                                                          
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                                  
|SECURITIES EXCHANGE ACT OF 1934                                                           
|                                                                                          
|For the quarterly period ended March 31, 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                                                      |  | (I.R.S. Employer Identification No.) | 
|incorporation or organization)                                                       |  |                                      | 
|                                                                                    
|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.

Yes x No o

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).


o Yes x No


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


|                                         |  |                            
|---------------------------------------- |  | ---------------------------
|Class                                    |  | Outstanding
 at May 8, 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
 months ended March 31, 2009 and 2008 |  | 3        | 
|         |                       |                                                                                                       |  |          | 
|         |                       | Consolidated Balance Sheets  March 31, 2009 and December 31, 2008                                    |  | 4        | 
|         |                       |                                                                                                       |  |          | 
|         |                       | Consolidated Statements of Cash Flows  Three months ended March 31,
 2009 and 2008                   |  | 5        | 
|         |                       |                                                                                                       |  |          | 
|         |                       | Notes to Consolidated Financial Statements                                                            |  | 6        | 
|         |                       |                                                                                                       |  |          | 
|         | Item 2.               | Managements Discussion
 and Analysis of Financial Condition and Results of Operations                |  | 14       | 
|         |                       |                                                                                                       |  |          | 
|         | Item 4.               | Controls and Procedures                                                                               |  | 26       | 
|         |                       |                                                                                                       |  |          | 
|PART II. | OTHER INFORMATION     |                                                                                                       |  |         
|         |                       |                                                                                                       |  |         
|         | Item 1A.              | Risk Factors                                                                                          |  | 27       | 
|         |                       |                                                                                                       |  |          | 
|         | Item 6.               | Exhibits                                                                                              |  | 27       | 
|         |                       |                                                                                                       |  |          | 
|         |                       | Signatures                                                                                            |  | 28       | 
|         |                       |                                                                                                       |  |          | 
|         |                       | 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
 March 31, |      
| |                                                                          |  | 2009                          |       | 2008 |  
| |                                                                          |  |                               |      
| | Revenues                                                                 |  |                               |       |      |   |       |  
| |                                                                          |  |                               |       |      |   |       |  
| | Discount revenue earned from purchased cardmember receivables and
 loans |  | $                             | 208   |      | $ | 654   |  
| | Interest income from affiliates                                          |  |                               | 114   |      |   | 188   |  
| | Interest income from investments                                         |  |                               | 32    |      |   | 72    |  
| | Finance revenue                                                          |  |                               | 13    |      |   | 15    |  
| | Other                                                                    |  |                               | 28    |      |   | 1     |  
| |                                                                          |  |                               |       |      |   |       |  
| | Total revenues                                                           |  |                               | 395   |      |   | 930   |  
| |                                                                          |  |                               |       |      |   |       |  
| |                                                                          |  |                               |       |      |   |       |  
| | Expenses                                                                 |  |                               |       |      |   |       |  
| |                                                                          |  |                               |       |      |   |       |  
| | Provisions for losses, net of recoveries                                 |  |                               | 48    |      |   | 248   |  
| | Interest expense                                                         |  |                               | 174   |      |   | 377   |  
| | Interest expense to affiliates                                           |  |                               | 21    |      |   | 83    |  
| | Service fees to affiliates                                               |  |                               |      |      |   | 51    |  
| | Other                                                                    |  |                               |      |      |   | 1     |  
| |                                                                          |  |                               |       |      |   |       |  
| | Total expenses                                                           |  |                               | 243   |      |   | 760   |  
| |                                                                          |  |                               |       |      |   |       |  
| |                                                                          |  |                               |       |      |   |       |  
| | Pretax income                                                            |  |                               | 152   |      |   | 170   |  
| | Income tax provision                                                     |  |                               | 8     |      |   | 16    |  
| |                                                                          |  |                               |       |      |   |       |  
| | Net income                                                               |  |                               | 144   |      |   | 154   |  
| | Retained earnings at beginning of period                                 |  |                               | 3,322 |      |   | 3,157 |  
| | Dividends                                                                |  |                               | (75   | )    |   | (125  | )
| |                                                                          |  |                               |       |      |   |       |  
| | Retained earnings at end of period                                       |  | $                             | 3,391 |      | $ | 3,186 |  
| |                                                                          |  |                               |       |      |   |       |  

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)

|                                                                                                      |  |                 |        |                    |   |        |  
|----------------------------------------------------------------------------------------------------- |  | --------------- | ------ | ------------------ | - | ------ | -
|                                                                                                      |  | March 31,
 2009 |        | December 31,
 2008 |  
|                                                                                                      |  |                 |        |                    |  
|                                                                                                     
|Assets                                                                                                |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Cash and cash equivalents                                                                             |  | $               | 8,944  |                    | $ | 8,855  |  
|Cardmember receivables, less reserves: 2009, $169; 2008,
$204                                         |  |                 | 8,377  |                    |   | 10,655 |  
|Cardmember loans, less reserves: 2009, $15; 2008, $14                                                 |  |                 | 443    |                    |   | 484    |  
|Loans to affiliates                                                                                   |  |                 | 8,983  |                    |   | 11,726 |  
|Investment securities                                                                                 |  |                 | 3,066  |                    |   | 3,084  |  
|Deferred charges and other assets                                                                     |  |                 | 665    |                    |   | 801    |  
|Due from affiliates                                                                                   |  |                 | 3,644  |                    |   | 3,660  |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total assets                                                                                          |  | $               | 34,122 |                    | $ | 39,265 |  
|                                                                                                      |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Liabilities
 and Shareholders Equity                                                                 |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Short-term debt                                                                                       |  | $               | 1,963  |                    | $ | 7,367  |  
|Short-term debt to
 affiliates                                                                        |  |                 | 9,390  |                    |   | 8,317  |  
|Current portion of
 long-term debt                                                                    |  |                 | 4,353  |                    |   | 5,201  |  
|Long-term debt                                                                                        |  |                 | 14,763 |                    |   | 14,809 |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total debt                                                                                            |  |                 | 30,469 |                    |   | 35,694 |  
|Accrued interest and other
 liabilities                                                               |  |                 | 493    |                    |   | 473    |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total liabilities                                                                                     |  |                 | 30,962 |                    |   | 36,167 |  
|                                                                                                      |  |                 |        |                    |   |        |  
|                                                                                                      |  |                 |        |                    |   |        |  
|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                                                                                     |  |                 | 3,391  |                    |   | 3,322  |  
|Accumulated other comprehensive income (loss), net of tax:                                            |  |                 |        |                    |   |        |  
|Net unrealized securities gains, net of tax: 2009,
$(11); 2008, $(15)                                 |  |                 | 21     |                    |   | 28     |  
|Net unrealized derivatives losses, net of tax: 2009,
$13; 2008, $19                                   |  |                 | (22    | )                  |   | (35    | )
|Foreign currency translation adjustments, net of
tax: 2009, $17;
 2008, $13                           |  |                 | (392   | )                  |   | (379   | )
|                                                                                                      |  |                 |        |                    |   |        |  
|Total accumulated other comprehensive loss                                                            |  |                 | (393   | )                  |   | (386   | )
|                                                                                                      |  |                 |        |                    |   |        |  
|Total shareholders equity                                                                            |  |                 | 3,160  |                    |   | 3,098  |  
|                                                                                                      |  |                 |        |                    |   |        |  
|Total liabilities and
 shareholders equity                                                           |  | $               | 34,122 |                    | $ | 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)

|                                                                                   |  |                               |        |      |   |        |  
|---------------------------------------------------------------------------------- |  | ----------------------------- | ------ | ---- | - | ------ | -
|                                                                                   |  | Three Months Ended
 March 31, |       
|                                                                                   |  | 2009                          |        | 2008 |  
|                                                                                  
|Cash Flows from Operating Activities                                               |  |                               |        |      |   |        |  
|Net income                                                                         |  | $                             | 144    |      | $ | 154    |  
|Adjustments to reconcile net income to net cash provided by operating
 activities: |  |                               |        |      |   |        |  
|Provisions for losses                                                              |  |                               | 68     |      |   | 290    |  
|Amortization and other                                                             |  |                               | 7      |      |   | 3      |  
|Deferred taxes                                                                     |  |                               | 53     |      |   | (9     | )
|Changes in operating assets and liabilities:                                       |  |                               |        |      |   |        |  
|Due from affiliates                                                                |  |                               | 141    |      |   | (21    | )
|Other operating assets and liabilities                                             |  |                               | 256    |      |   | 182    |  
|                                                                                  
|Net cash provided by operating activities                                          |  |                               | 669    |      |   | 599    |  
|                                                                                  
|Cash Flows from Investing Activities                                               |  |                               |        |      |   |        |  
|Net decrease in cardmember receivables and loans                                   |  |                               | 2,133  |      |   | 1,499  |  
|Purchase of investments                                                            |  |                               |       |      |   | (201   | )
|Maturities of investments                                                          |  |                               |       |      |   | 200    |  
|Net decrease (increase) in loans to affiliates                                     |  |                               | 2,628  |      |   | (165   | )
|Net increase in due from affiliates                                                |  |                               | (125   | )    |   | (1,735 | )
|                                                                                  
|Net cash provided by (used in) investing activities                                |  |                               | 4,636  |      |   | (402   | )
|                                                                                  
|Cash Flows from Financing Activities                                               |  |                               |        |      |   |        |  
|Net increase in short-term debt to affiliates                                      |  |                               | 1,074  |      |   | 3,205  |  
|Net (decrease) increase in short-term debt                                         |  |                               | (5,404 | )    |   | 3,546  |  
|Redemption of long-term debt                                                       |  |                               | (808   | )    |   | (2,201 | )
|Dividends paid                                                                     |  |                               | (75    | )    |   | (125   | )
|                                                                                  
|Net cash (used in) provided by financing activities                                |  |                               | (5,213 | )    |   | 4,425  |  
|                                                                                  
|Effect of exchange rate changes on cash and cash
equivalents                       |  |                               | (3     | )    |   | 1      |  
|Net increase in cash and cash equivalents                                          |  |                               | 89     |      |   | 4,623  |  
|Cash and cash equivalents at beginning of period                                   |  |                               | 8,855  |      |   | 2,925  |  
|                                                                                  
|Cash and cash equivalents at end of period                                         |  | $                             | 8,944  |      | $ | 7,548  |  
|                                                                                  

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 the Annual Report on Form 10-K of Credco for the year
 ended December 31, 2008. Significant accounting policies disclosed therein
 have not changed. Certain prior year amounts have been reclassified to
 conform to the current year presentation of the Consolidated Statements of
 Cash Flows.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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. All adjustments made were of a
 normal, recurring nature. Results of operations reported for interim periods
 are not necessarily indicative of results for the entire year.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Accounting estimates are
 an integral part of the Consolidated Financial Statements. These estimates
 are based, in part, on managements assumptions concerning future events. Among
 the more significant assumptions are those that relate to reserves for
 cardmember losses relating to cardmember receivables and loans, fair value
 measurement, and income taxes. These accounting estimates reflect the best
 judgment of management, but actual results could differ.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recently
 Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Financial Accounting
 Standards Board (FASB) recently issued the following accounting standards,
 which are effective beginning June 30, 2009. The adoption of the accounting
 standards listed below will not have a material impact on Credcos financial
 position or results of operations.                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | FASB Staff Position (FSP)
 No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of
 Financial Instruments (FSP FAS 107-1), amends Statement of Financial
 Accounting Standards (SFAS) No. 107, Disclosures about Fair Value of
 Financial Instruments, and APB Opinion No. 28, Interim Financial
 Reporting,
 to require disclosures about fair value of financial instruments in interim
 financial statements on a prospective basis.                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | FSP No. FAS 115-2/FAS
 124-2, Recognition and Presentation of Other-Than-Temporary Impairments
 (FSP FAS 115-2/FAS 124-2), requires a limited form of retrospective
 application. FSP FAS 115-2/FAS 124-2 modifies current impairment guidance for
 debt securities, changes the requirements for recognizing an
 other-than-temporary impairment on debt securities, and modifies the
 presentation of other-than-temporary impairment losses in the Statement of
 Income and Balance Sheet. In addition, FSP FAS 115-2/FAS 124-2 also requires
 expanded financial statement disclosures for both debt and equity securities
 in interim and annual periods.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | FSP No. FAS 157-4,
 Determining Fair Value When the Volume and Level of Activity for the Asset
 or Liability Have Significantly Decreased and Identifying Transactions That
 Are Not Orderly (FSP FAS 157-4), provides additional guidance in determining
 whether a market for an asset or a liability within the scope of SFAS No. 157
 is inactive, and requires the evaluation of available evidence to determine
 whether a transaction in an inactive market is not orderly.                                                                                                                                                                            

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                        | 
|-- | ---------------------- | 
|2. | Investment
 Securities

The following is a summary
of investment securities at March 31, 2009 and December 31, 2008:

|                                       |  |      |       |      |                          |    |  |                           |   |  |                        |       |  |      |       |  |                          |    |  |                           |   |  |                        |       | 
|-------------------------------------- |  | ---- | ----- | ---- | ------------------------ | -- |  | ------------------------- | - |  | ---------------------- | ----- |  | ---- | ----- |  | ------------------------ | -- |  | ------------------------- | - |  | ---------------------- | ----- | 
|Available-for-Sale                     |  | 2009 |       | 2008 |                         
|                                      
|(Millions)                             |  |      | Cost  |      | Gross
 Unrealized
 Gains |    |  | Gross
 Unrealized
 Losses |   |  | Estimated
 Fair
 Value |       |  | Cost |       |  | Gross
 Unrealized
 Gains |    |  | Gross
 Unrealized
 Losses |   |  | Estimated
 Fair
 Value |      
|                                      
|U.S. Government and agency obligations |  | $    | 3,034 |      | $                        | 32 |  | $                         |  |  | $                      | 3,066 |  | $    | 3,040 |  | $                        | 44 |  | $                         |  |  | $                      | 3,084 | 
|                                      
|Total(a)                               |  | $    | 3,034 |      | $                        | 32 |  | $                         |  |  | $                      | 3,066 |  | $    | 3,040 |  | $                        | 44 |  | $                         |  |  | $                      | 3,084 | 
|                                      

|    |                                                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Total investment securities
 include $2.7 billion of senior debentures issued by Government Sponsored
 Enterprises (Fannie Mae and Freddie Mac) at March 31, 2009 and December 31,
 2008.

All of Credcos investment
securities are classified as available-for-sale. There were no realized gains
or losses on U.S. Government and agency obligations for the three months ended
March 31, 2009.

Credco reviews and evaluates
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 an other-than-temporary impairment, including the
extent to which amortized cost exceeds fair value, the duration and size of
that difference, and the issuers credit ratings. As of March 31, 2009 and
December 31, 2008, Credco did not hold any investment securities that were in
an unrealized loss position.

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 general classification of
such items pursuant to the fair value hierarchy. 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.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | When quoted prices in an
 active market are not available, the fair market values for Credcos
 investment securities are obtained primarily from pricing services engaged by
 Credco, and Credco receives one price for each security. The fair values
 provided by the pricing services are estimated by using pricing models, where
 the inputs to those models are based on observable market data. The inputs to
 the valuation techniques applied by the pricing services vary depending on
 the type of security being priced but are typically benchmark yields,
 benchmark security prices, credit spreads, prepayment speeds, reported
 trades, broker-dealer quotes, all with reasonable levels of transparency. The
 pricing services do not apply any adjustments to the pricing models used, nor
 does Credco apply any adjustments to prices received from the pricing
 services. Although the underlying inputs are directly observable from active
 markets or recent trades of similar securities in inactive markets, the
 pricing models used do 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. As of March 31, 2009, all of Credcos
 investment securities 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)

|   |                                                                              
|-- | -----------------------------------------------------------------------------
|3. | Comprehensive
 Income                                                        
|   |                                                                              
|   | The components of
 comprehensive income, net of related tax, were as follows:

| |                                           |  |                               |     |      |   |     |  
| | ----------------------------------------- |  | ----------------------------- | --- | ---- | - | --- | -
| | (Millions)                                |  | Three Months Ended
 March 31, |    
| |                                           |  |                               |    
| |                                           |  | 2009                          |     | 2008 |  
| |                                           |  |                               |     |      |  
| | Net income                                |  | $                             | 144 |      | $ | 154 |  
| | Other comprehensive income
 (loss):       |  |                               |     |      |   |     |  
| | Net unrealized securities (losses) gains  |  |                               | (7  | )    |   | 26  |  
| | Net unrealized derivatives gains (losses) |  |                               | 13  |      |   | (46 | )
| | Foreign currency
 translation adjustments |  |                               | (13 | )    |   | 33  |  
| |                                           |  |                               |     |      |   |     |  
| | Total                                     |  | $                             | 137 |      | $ | 167 |  
| |                                           |  |                               |     |      |   |     |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ----------------------------------------------------------------------------------------
|4. | 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 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.                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | General principles and the
 overall framework for managing market risk across Credco are defined in the
 Market Risk Policy approved by the 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
 Company. Within each business, market risk exposures are monitored and
 managed by various asset/liability committees, guided by Board-approved
 policies covering derivative financial instruments, funding, and investments.                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Derivative financial
 instruments derive their value from an underlying variable or multiple
 variables, including interest rate, 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 may
 change the amount hedged and the hedge percentage may change based on changes
 in business volumes and mix, among other factors. Credco regularly reviews
 its strategy and may modify it.                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Foreign exchange risk is
 generated by foreign currency denominated balance sheet exposures,
 translation exposure of 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, 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.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 Companys ERMC guidelines and procedures and
 determines the risk mitigation actions, when necessary. Additionally, Credco
 may, on occasion, enter into master netting agreements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | As of March 31, 2009 and
 December 31, 2008, the credit and nonperformance risks associated with
 Credcos derivative counterparties were not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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

| |                                                         |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | ------------------------------------------------------- | -------- | -------------- | ------------ | -------------- | ----------------- | ----------- |  | -------------- | --- |  | - | --- | 
| |                                                         |          |                |              |                |                   |             |  |                |    
| | (Millions)                                              | Location |                | Other assets |                | Other liabilities |            
| |                                                         |          |                |              |                |                  
| |                                                         |          | Fair Value (a) |              | Fair Value (a) |                  
| |                                                         |          |                |              |                |                  
| |                                                         |          | March
 2009    |              | December
 2008 |                   | March
 2009 |  | December
 2008 |    
| |                                                         |          |                |              |                |                   |             |  |                |    
| | Derivatives designated as hedging instruments           |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Interest rate contracts                                 |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Fair value hedges                                       |          | $              | 435          |                | $                 | 431         |  | $              |    |  | $ |    | 
| | Cash flow hedges                                        |          |                |             |                |                   |            |  |                | 34  |  |   | 54  | 
| | Foreign exchange contracts                              |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Net investment hedges                                   |          |                | 18           |                |                   | 39          |  |                | 32  |  |   | 22  | 
| |                                                         |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Total derivatives designated as hedging instruments     |          | $              | 453          |                | $                 | 470         |  | $              | 66  |  | $ | 76  | 
| |                                                         |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Derivatives not designated as hedging instruments       |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Interest rate contracts                                 |          | $              | 1            |                | $                 |            |  | $              | 2   |  | $ | 5   | 
| | Foreign exchange contracts                              |          |                | 61           |                |                   | 75          |  |                | 71  |  |   | 39  | 
| |                                                         |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Total derivatives not designated as hedging
instruments |          |                | 62           |                |                   | 75          |  |                | 73  |  |   | 44  | 
| |                                                         |          |                |              |                |                   |             |  |                |     |  |   |     | 
| | Total derivatives (b)                                   |          | $              | 515          |                | $                 | 545         |  | $              | 139 |  | $ | 120 | 
| |                                                         |          |                |              |                |                   |             |  |                |     |  |   |     | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The fair values of Credcos
 derivative instruments are classified within Level 2 of the fair value
 hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Financial Interpretation No.
 39, Offsetting of Amounts Related to Certain Contracts (FIN 39), permits
 the netting of derivative assets and derivative liabilities when a legally
 enforceable master netting agreement exists between Credco and its derivative
 counterparty. At March 31, 2009 and December 31, 2008, $26 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 FIN
 39.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 March 31, 2009, Credco hedged $4.8 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 gain or loss 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 ineffective net gains (losses), net of tax on fair value hedges totaled
  approximately $17 million and nil for the quarter ended March 31, 2009 and
 2008, respectively.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------
| | The following tables
 summarize the impact of fair value hedges on the consolidated financial
 statements for the quarters ended March 31:

|                         |  |                                 |  |                                 |   |          |   |                                 |  |                 |  |      |    |  |   |     |  
|------------------------ |  | ------------------------------- |  | ------------------------------- | - | -------- | - | ------------------------------- |  | --------------- |  | ---- | -- |  | - | --- | -
|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 | 
|                        
|(Millions)               |  |                                 |  | 2009                            |   | 2008     |   |                                 |  | 2009            |  | 2008 |   
|                        
|Fair value hedges:       |  |                                 |  |                                 |   |          |   |                                 |  |                 |  |      |    |  |   |     |  
|Interest rate contracts  |  | Other
 revenues                 |  | $                               | 2 |          | $ | 22                              |  | Other
 revenues |  | $    | 15 |  | $ | (22 | )
|                        

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 March 31, 2009, Credco hedged $2.3 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 $21 million of net pretax losses on derivative
 instruments from accumulated other comprehensive (loss) income 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, as hedges of net investments in certain foreign
 operations. These derivatives reduce exposure to changes in currency exchange
 rates on Credcos investments in non-U.S. subsidiaries.                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | For derivative financial
 instruments that qualify as net investment hedges, the effective portions of
 the change in fair value of the derivatives 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.                                                                                                                                                                                                                                                                                                                   

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table
 summarizes the impact of cash flow hedges and net investment hedges on the
 consolidated financial statements for the quarters ended March 31:

|                           |  |                                                   |    |                                                     |   |                                   |   |                   |  |        |     |   |   |      |   |                 |  |   |    |   |   |   | 
|-------------------------- |  | ------------------------------------------------- | -- | --------------------------------------------------- | - | --------------------------------- | - | ----------------- |  | ------ | --- | - | - | ---- | - | --------------- |  | - | -- | - | - | - | 
|                          
|(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          |  | Amount |    
|                          
|Derivative
 Relationship   |  | 2009                                              |    | 2008                                                |   |                                   |   | 2009              |  | 2008   |     |   |   | 2009 |   | 2008            | 
|                          
|                          
|Cash flow hedges:          |  |                                                   |    |                                                     |   |                                   |   |                   |  |        |     |   |   |      |   |                 |  |   |    |   |   |   | 
|                           |  |                                                   |    |                                                     |   |                                   |   |                   |  |        |     |   |   |      |   |                 |  |   |    |   |   |   | 
|Interest rate contracts    |  | $                                                 | (5 | )                                                   | $ | (60                               | ) | Interest
 expense |  | $      | (18 | ) | $ | (13  | ) | Other
 revenues |  | $ | (1 | ) | $ |  | 
|                           |  |                                                   |    |                                                     |   |                                   |   |                   |  |        |     |   |   |      |   |                 |  |   |    |   |   |   | 
|Net investment hedges:     |  |                                                   |    |                                                     |   |                                   |   |                   |  |        |     |   |   |      |   |                 |  |   |    |   |   |   | 
|                           |  |                                                   |    |                                                     |   |                                   |   |                   |  |        |     |   |   |      |   |                 |  |   |    |   |   |   | 
|Foreign exchange contracts |  |                                                   | 20 |                                                     |   | (26                               | ) | 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. The changes in the fair value
 of the derivative instrument effectively offset the related foreign exchange
    gains or losses on the underlying balance sheet exposures.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 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 quarters ended March 31:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                      |  |                                                                                         |                   |                              |      |     |      |   |    | 
|------------------------------------- |  | --------------------------------------------------------------------------------------- | ----------------- | ---------------------------- | ---- | --- | ---- | - | -- | 
|                                     
|                                     
|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 |  |                                                                                         |                   |                              |      |     |      |   |    | 
|Foreign exchange contracts            |  |                                                                                         | Interest
 expense |                              | $    | 3   |      | $ | 2  | 
|                                      |  |                                                                                         | Other
 revenues   |                              |      | (33 | )    |   | 12 | 
|                                     
|Total                                 |  |                                                                                         |                   |                              | $    | (30 | )    | $ | 14 | 
|                                     

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | 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.
 However, for federal income tax purposes, these years continue to remain open
 as a consequence of certain issues under appeal. American Express is
 currently under examination by the IRS for the years 2003 and 2004.                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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 5 percent for the three months ended March 31, 2009, compared with 8
 percent for the full year 2008. The effective tax rate was lower for the
 three months ended March 31, 2009 as compared to 2008 primarily due to the
 change in the geographic mix of pretax income and the impact of revisions of
 certain prior year estimated tax liabilities.                                                                                                                                                                                                                                                                                                                                                                            

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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 primarily engaged in the business of financing non-interest-bearing
 cardmember receivables arising from the use of the American Express®
 Card, the American Express® Gold Card, Platinum Card®,
 Corporate Card, and other American Express Cards issued in the United States
 and in designated currencies outside the United States. Credco also finances
 certain interest-bearing and discounted revolving loans comprised of American
 Express credit cards and Sign & Travel®, although
 interest-bearing and revolving loans are primarily funded by subsidiaries of
 TRS other than Credco.                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Current
 Economic Environment/Outlook                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Concerns over the
 availability and cost of credit generally, a historic decline in real estate
 values in the United States, rising unemployment, and the collapse of major
 financial institutions have contributed to a worsening global recession,
 increased volatility and reduced liquidity in the capital markets, and
 diminished expectations for the economy. In addition, increasing stress in
 the worldwide financial markets has continued to erode consumer and business
 confidence levels. Based on these trends, American Express expects consumer
 and business sentiment will likely deteriorate further and will translate
 into weaker economies around the globe and increased unemployment through
 2009, which may result in declines in credit and charge card spending. If this
 occurs, the impact on Credco is likely to be a reduction in the financing of
 cardmember receivables and loans.                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | In the first quarter of
 2009, American Express continued to experience slowing cardmember spending
 throughout all its businesses as well as lower loan volumes. American Express
 also experienced higher delinquencies and write-off rates. Higher write-off
 rates were due to both increased levels of dollar write-offs and lower
 lending balances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | As further discussed in
 the Funding Strategy section below, since late September 2008, the market for
 unsecured term debt generally has been unavailable to all financial
 institutions, including Credco. However, Credco has continued to issue
 commercial paper. During the first quarter of 2009, Credco issued commercial
 paper at a slower pace and in smaller amounts that is commensurate with its
    current funding strategy and the lower level of receivables owned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | On October 7, 2008, the
 Federal Reserve Board (the Board) established the Commercial Paper Funding
 Facility (CPFF). The CPFF provides three month liquidity to U.S. issuers of
 commercial paper through a special purpose vehicle (SPV), which purchases
 three month unsecured and asset-backed commercial paper directly from
 eligible issuers using financing provided by the Federal Reserve Bank of New
 York. Credco is eligible to have up to $14.7 billion of commercial paper
 outstanding with the SPV at any one time. Credco remains, after the downgrade
 of its short-term rating to A-2 by Standard & Poors (S&P), eligible
 to participate in the CPFF based on Credcos current short-term ratings
 assigned by Moodys Investor Services (Moodys) and Fitch Ratings (Fitch).
 The commercial paper must be rated at least A1/P1/F1 by two or more major
 nationally recognized statistical rating organizations (NRSRO) to qualify for
 participation in the CPFF. The SPV is currently scheduled to cease purchasing
 commercial paper on October 30, 2009, unless the Board extends the facility.
 At March 31, 2009, Credco had $1.8 billion of commercial paper outstanding, none of which was
 placed with the CPFF.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 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 will 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                                                                                                                                                                                               

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AMERICAN EXPRESS CREDIT CORPORATION

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.

Results of Operations for the three months
ended March 31, 2009 and 2008

Pretax income
depends primarily on the volume of cardmember receivables and loans 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 and loans purchased.

Credcos
consolidated net income decreased 6 percent to $144 million for the three
months ended March 31, 2009, as compared to the three months ended March 31,
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.

The following
table summarizes the changes attributable to the increase (decrease) in key
revenue and expense accounts for the three month period ended March 31, 2009,
compared with the three month period ended March 31, 2008 (millions):

|                                                                        |  |   |      |  
|----------------------------------------------------------------------- |  | - | ---- | -
|Discount revenue earned on purchased cardmember receivables and
 loans: |  |   |      |  
|Volume of
 receivables and loans purchased                              |  | $ | (387 | )
|Discount
 rates                                                         |  |   | (59  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (446 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest income from affiliates:                                        |  |   |      |  
|Average
 loans to affiliates                                            |  | $ | (17  | )
|Interest
 rates                                                         |  |   | (57  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (74  | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest income from investments:                                       |  |   |      |  
|Average
 investments outstanding                                        |  | $ | 47   |  
|Interest
 rates                                                         |  |   | (87  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (40  | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Provisions for losses, net of recoveries:                               |  |   |      |  
|Volume of
 receivables purchased                                        |  | $ | (170 | )
|Provisions
 rates and volume of recoveries                              |  |   | (30  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (200 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest expense:                                                       |  |   |      |  
|Average debt
 outstanding                                               |  | $ | (123 | )
|Interest
 rates                                                         |  |   | (80  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (203 | )
|                                                                        |  |   |      |  
|                                                                        |  |   |      |  
|Interest expense to affiliates:                                         |  |   |      |  
|Average debt
 outstanding                                               |  | $ | 13   |  
|Interest
 rates                                                         |  |   | (75  | )
|                                                                        |  |   |      |  
|Total                                                                   |  | $ | (62  | )
|                                                                        |  |   |      |  

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AMERICAN EXPRESS CREDIT CORPORATION

Discount Revenue Earned on Purchased
Cardmember Receivables and Loans

Discount
revenue decreased 68 percent or $446 million to $208 million for the three
months ended March 31, 2009, as compared to the three months ended March 31,
2008, due to a decrease in both the volume of receivables purchased and
discount rates. Volume of receivables and loans purchased for the three months
ended March 31, 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 each of Centurion Bank and FSB. 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
22 basis points compared to the three months ended March 31, 2008.

Interest Income from Affiliates

Interest
income from affiliates decreased 39 percent or $74 million to $114 million for
the three months ended March 31, 2009, as compared to the three months ended
March 31, 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 volume of loans to affiliates decreased primarily
due to the impact of foreign exchange rates and, to a lesser extent, to the
amendment of the funding structure with respect to Germany. The average interest
    rate charged to affiliates during the three months ended March 31, 2009,
    was 53 basis points lower than the average interest rate charged to affiliates
    in the same three month period a year ago.

Interest Income from Investments

Interest income from
investments decreased 56 percent or $40 million to $32 million for the three
months ended March 31, 2009, as compared to the three months ended March 31,
2008. The year-over-year decrease is due to the decrease of the average
interest rate on the total investment portfolio of approximately 67 basis
points for the three months ended March 31, 2009, as compared to the same three
month period a year ago.

Provisions for Losses, Net of Recoveries

The provisions for losses,
net of recoveries, decreased 81 percent or $200 million to $48 million for the
three months ended March 31, 2009, as compared to the three months ended March
31, 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 54 percent and 75 percent,
respectively, for the three months ended March 31, 2009, as compared to the
same period a year ago, due to lower interest rates and lower average debt
outstanding. The average interest rate on debt outstanding during the three
months ended March 31, 2009, was 35 basis points lower than the same period a
year ago. The average rate due to affiliates during the three months ended
March 31, 2009, was 72 basis points lower than the same period a year ago.

Service Fees to Affiliates

There were no
service fees to affiliates for the three months ended March 31, 2009, as
compared to  $51 million for the three months ended March 31, 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 for the three months ended March 31, 2009, was 5 percent
compared with 9 percent for the three month period ended March 31, 2008. The
effective tax rate was lower for the three months ended March 31, 2009, as
compared to 2008 primarily due to the change in the geographic mix of pretax
income and the impact of revisions of certain prior year estimated tax
liabilities.

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AMERICAN EXPRESS CREDIT CORPORATION

Cardmember Receivables

At March 31,
2009, and December 31, 2008, Credco owned $8.5 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 March 31, 2009, and December 31, 2008, CRC
owned approximately $1.6 billion and $2.4 billion, respectively, of
participation interests purchased from RFC V.

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

|                                                                 |  |                 |       |                    |   |                 |   |   |        |  
|---------------------------------------------------------------- |  | --------------- | ----- | ------------------ | - | --------------- | - | - | ------ | -
|As of and
 for three months ended (Millions, except percentages) |  | March 31,
 2009 |       | December 31,
 2008 |   | March 31,
 2008 |  
|                                                                 |  |                 |       |                    |   |                 |  
|Total cardmember
 receivables                                    |  | $               | 8,546 |                    | $ | 10,859          |   | $ | 24,585 |  
|Loss
 reserves                                                   |  | $               | 169   |                    | $ | 204             |   | $ | 880    |  
|as a % of receivables (a)                                        |  |                 | 2.0   | %                  |   | 1.9             | % |   | 3.6    | %
|Average life
 of cardmember receivables (in days) (b)            |  |                 | 30    |                    |   | 32              |   |   | 34     |  
|                                                                 |  |                 |       |                    |   |                 |   |   |        |  
|Cardmember
 receivables  180 day write-off (a)                  |  | $               | 1,613 |                    | $ | 2,444           |   |   | N/A    |  
|30 days past
 due as a % of total                                |  |                 | 2.9   | %                  |   | 2.6             | % |   | N/A    |  
|Average
 receivables                                             |  | $               | 2,020 |                    | $ | 11,413          |   |   | N/A    |  
|Write-offs,
 net of recoveries                                   |  | $               | 20    |                    | $ | 323             |   |   | N/A    |  
|Net
 write-off rate (a)                                          |  |                 | 4.0   | %                  |   | 28.4            | % |   | N/A    |  
|                                                                 |  |                 |       |                    |   |                 |   |   |        |  
|Cardmember receivables
  360 day write-off                      |  | $               | 6,933 |                    | $ | 8,415           |   | $ | 24,585 |  
|90 days past
 due as a % of total                                |  |                 | 2.7   | %                  |   | 2.8             | % |   | 4.4    | %
|Write-offs,
 net of recoveries                                   |  | $               | 50    |                    | $ | 38              |   | $ | 191    |  
|Net
 write-off rate (c)                                          |  |                 | 0.23  | %                  |   | 0.13            | % |   | 0.29   | %
|                                                                 |  |                 |       |                    |   |                 |   |   |        |  

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 a percentage of the
 average amount of cardmember receivables owned by Credco at the beginning of
 the year and at the end of each month in each of the periods indicated, 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 March 31, 2009, decreased approximately $2.3 billion from
December 31, 2008, as a result of a reduction in cardmember receivables
purchased due to expected seasonal changes in cardmember spending, and, to a
lesser extent, the wind down of receivables purchased from Amex Bank of Canada.

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AMERICAN EXPRESS CREDIT CORPORATION

Reserves for Cardmember Receivables and
Cardmember Loans

The following
is an analysis of the reserves for cardmember receivables and cardmember loans:

|                               |  |                 |     |                 |   |      |  
|------------------------------ |  | --------------- | --- | --------------- | - | ---- | -
|Three
 months ended (Millions) |  | March 31,
 2009 |     | March 31,
 2008 |  
|                               |  |                 |     |                 |  
|Balance,
 beginning of period  |  | $               | 218 |                 | $ | 841  |  
|Provisions
 for losses (a)     |  |                 | 48  |                 |   | 248  |  
|Accounts
 written-off (a)      |  |                 | (75 | )               |   | (194 | )
|Other                          |  |                 | (7  | )               |   | (5   | )
|                               |  |                 |     |                 |   |      |  
|Balance, end
 of period        |  | $               | 184 |                 | $ | 890  |  
|                               |  |                 |     |                 |   |      |  

|    |                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Includes recoveries on accounts previously
          written-off of $20 million and $42 million during the three months
          ended March 31, 2009 and 2008, respectively.

Loans to Affiliates

Components of
loans to affiliates were as follows:

|                                            |  |                 |       |                    |   |                 |  |   |        | 
|------------------------------------------- |  | --------------- | ----- | ------------------ | - | --------------- |  | - | ------ | 
|(Millions)                                  |  | March 31,
 2009 |       | December 31,
 2008 |   | March 31,
 2008 | 
|                                            |  |                 |       |                    |   |                 | 
|TRS
 Subsidiaries:                          |  |                 |       |                    |   |                 |  |   |        | 
|American Express Australia Limited          |  | $               | 2,946 |                    | $ | 3,204           |  | $ | 3,942  | 
|American Express Services Europe Limited    |  |                 | 2,390 |                    |   | 2,388           |  |   | 3,776  | 
|Amex Bank of Canada                         |  |                 | 2,256 |                    |   | 2,257           |  |   | 2,605  | 
|American
 Express Centurion Bank (a)        |  |                 |      |                    |   | 2,225           |  |   |       | 
|American
 Express International, Inc.       |  |                 | 705   |                    |   | 943             |  |   | 849    | 
|American Express
 Co. (Mexico) S.A. de C.V. |  |                 | 379   |                    |   | 392             |  |   | 461    | 
|American
 Express Bank (Mexico) S.A.        |  |                 | 307   |                    |   | 317             |  |   |       | 
|                                            |  |                 |       |                    |   |                 |  |   |        | 
|Total (b)                                   |  | $               | 8,983 |                    | $ | 11,726          |  | $ | 11,633 | 
|                                            |  |                 |       |                    |   |                 |  |   |        | 

|    |                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 $9.0 billion
 outstanding of loans to affiliates, approximately $5.7 billion are collateralized
 by the underlying cardmember receivables transferred with recourse.                                  

Due from Affiliates

At March 31, 2009, and December 31,
2008, due from affiliates was $3.6 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.

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AMERICAN EXPRESS CREDIT CORPORATION

Short-term Debt to Affiliates

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

|                                             |  |                 |       |                    |   |                 |  |   |        | 
|-------------------------------------------- |  | --------------- | ----- | ------------------ | - | --------------- |  | - | ------ | 
|(Millions)                                   |  | March 31,
 2009 |       | December 31,
 2008 |   | March 31,
 2008 | 
|                                             |  |                 |       |                    |   |                 | 
|American Express                             |  | $               | 6,631 |                    | $ | 3,579           |  | $ | 6,919  | 
|AE Exposure Management Ltd.                  |  |                 | 1,163 |                    |   | 2,356           |  |   | 2,308  | 
|TRS                                          |  |                 | 717   |                    |   | 1,483           |  |   |       | 
|American Express Holdings (Netherlands) C.V. |  |                 | 417   |                    |   | 417             |  |   | 381    | 
|American Express Europe Limited              |  |                 | 175   |                    |   | 175             |  |   |       | 
|National Express Company, Inc.               |  |                 | 105   |                    |   | 91              |  |   | 2,089  | 
|American Express Publishing Corp.            |  |                 | 42    |                    |   | 84              |  |   | 63     | 
|Other                                        |  |                 | 140   |                    |   | 132             |  |   | 127    | 
|                                             |  |                 |       |                    |   |                 |  |   |        | 
|Total                                        |  | $               | 9,390 |                    | $ | 8,317           |  | $ | 11,887 | 
|                                             |  |                 |       |                    |   |                 |  |   |        | 

Short-term debt to
affiliates consists primarily of master note agreements for which there is no
stated term. Credco does not expect any changes to its short-term funding
strategies with affiliates.

Impact of Credit and Capital Markets Environment

Credit Markets  Global Cardmember Receivables

In the first quarter of
2009, many economies around the globe continued to face challenging conditions.
In the United States and many other countries, consumer confidence and the
housing markets continued to weaken, and unemployment continued to rise. These
challenging conditions adversely affected credit card issuers, including
American Express issuers that sell receivables to Credco.

In managing risk on behalf
of Credco, TRS objective is to preserve its profitability, but also protect,
to the extent it can, TRS ongoing relationship with its cardmembers. With
this in mind, the following actions have been taken by TRS across its cardmember
portfolios:

|  |                                                                            
|- | ---------------------------------------------------------------------------
| | focusing on areas of high risk and
 canceling certain accounts;            
|  |                                                                            
| | reducing some customer
 lines of credit;                                   
|  |                                                                            
| | creating customer advocacy
 groups; and                                    
|  |                                                                            
| | assisting cardmembers who are experiencing
 temporary financial difficulty.

American Express view is
that economic conditions will deteriorate further in 2009. The impact on Credco
is that its financing of receivables and loans will decline due to reduced
cardmember spending. This is in addition to the  reduction in purchases
as a result of the previously discussed amendment of the receivables purchase
agreements in October 2008.

Capital Markets

In the latter part of 2008 and
through the first quarter of  2009, the market for Credcos term unsecured,
nonguaranteed debt, like that for virtually all financial institutions, was substantively
frozen. Various government programs have provided some stability to the capital
markets and reduced dislocations in benchmarks and indices such as LIBOR. However,
if the unprecedented levels of volatility and disruptions reemerge or worsen,
they could further negatively impact Credcos funding
capabilities, liquidity position, and investment portfolios or derivative positions.
See the Consolidated Capital Resources and Liquidity section below for a more
detailed discussion of Credcos funding strategies.

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AMERICAN EXPRESS CREDIT CORPORATION

Investment Portfolio

Credcos investment
portfolio primarily supports its contingent liquidity strategy by investing in
U.S. Government and agency obligations. Credcos objective is to manage
the type and mix of assets as well as their maturity profile in order to ensure
the cash and liquidity needs can be met without relying on the sale of investments
prior to maturity. As a result, Credco generally holds its investments to maturity.
Credco nonetheless seeks to invest in portfolios of securities with sufficient
liquidity that could be accessed prior to maturity should changes in cash needs
occur.

All of Credcos investments
are classified as available-for-sale. Credco reviews its investments at least
quarterly and more often as market conditions may require to evaluate their
fair values and to identify investments that have indications of
other-than-temporary impairments. The determination of other-than-temporary
impairments for available-for-sale securities is a subjective process,
requiring the use of various assumptions and application of judgment.

Government Sponsored Enterprises

At March 31, 2009, Credco
owned approximately $2.7 billion of senior unsecured debentures issued by
Government Sponsored Enterprises (GSEs): Fannie Mae and Freddie Mac. On
September 7, 2008, the Federal Housing Finance Agency (FHFA) announced the
decision to place Fannie Mae and Freddie Mac into a conservatorship controlled
    by the FHFA. These actions were designed to protect the senior and subordinated
    debt and the mortgage-backed securities of the GSEs. The total net unrealized
    gains on these securities were approximately $30 million at March 31, 2009.

Money Market Fund

Credco owned a $500 million
investment in the Reserve Primary Fund (the Fund), a money market fund. The net
asset value of the Fund fell below $1 per share in September 2008, at which
time Credco recorded a loss of $15 million related to this investment. Credco
has received approximately $449 million from the Fund since it filed a
redemption order with Reserve, the Fund sponsor, in September 2008, which
includes $22 million received on April 17, 2009. The remaining amount due from
the Fund is recorded in deferred charges and other assets on Credcos Consolidated
Balance Sheets. The timing of receipt of the remaining proceeds cannot be
determined at this time.

With the exception of its
exposure to the Fund, Credco did not experience any defaults or events of
default, or determine it would not receive timely contractual payments of
interest and repayment of principal on any of its holdings in its investment
portfolios.

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.

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 maintaining

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AMERICAN EXPRESS CREDIT CORPORATION

both  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. Credco has a variety of
funding sources available to access the debt capital markets, including commercial
paper and senior unsecured debentures. 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. However, Credcos
ability to obtain financing in the debt capital market for unsecured term debt
is subject to prevailing market conditions, including a renewal of investor
demand. Credco continues to assess its funding needs and investor demand, which
will likely 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 for 2009 is to raise funds to maintain sufficient cash and
readily-marketable securities that are easily convertible to cash in order to
meet short-term borrowings outstanding, seasonal, and other working capital
needs for the next 12 months, including maturing obligations, changes in
receivables and other asset balances, as well as operating requirements.

Credcos liquidity and
funding strategy is designed to maintain high 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). However, Credco is not immune to the impact on corporate ratings
arising from the uncertainty in financial markets and the weakening economic
environment. Recently, three credit rating agencies provided updates on
Credcos ratings as follows:

|  |                                                                                                                                                                                                                           |   |                                                 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------------------------------------------
| | On April 30, 2009, S&P
 downgraded Credcos debt ratings as follows:                                                                                                                                                     
|  |                                                                                                                                                                                                                           |   |                                                 
|  |                                                                                                                                                                                                                           |  | Senior debt ratings were
 lowered from A to BBB+
|  |                                                                                                                                                                                                                           |   |                                                 
|  |                                                                                                                                                                                                                           |  | Short-term ratings were
 lowered from A-1 to A-2
|  |                                                                                                                                                                                                                           |   |                                                 
|  |                                                                                                                                                                                                                           |  | Outlook for the ratings is
 negative            
|  |                                                                                                                                                                                                                           |   |                                                 
| | On April 24, 2009, Moodys
 downgraded Credcos debt ratings as follows:                                                                                                                                                 
|  |                                                                                                                                                                                                                           |   |                                                 
|  |                                                                                                                                                                                                                           |  | Senior debt ratings were
 lowered from A1 to A2 
|  |                                                                                                                                                                                                                           |   |                                                 
|  |                                                                                                                                                                                                                           |  | Short-term ratings of
 Prime-1 were affirmed    
|  |                                                                                                                                                                                                                           |   |                                                 
|  |                                                                                                                                                                                                                           |  | Outlook for debt ratings
 is now stable         
|  |                                                                                                                                                                                                                           |   |                                                 
| | On April 16, 2009, Fitch
 announced that it had revised its outlook on the long-term and short-term ratings
    of Credco from stable to negative. The long-term and short-term ratings of Credco were affirmed at A+/F1.

A downgrade in Credcos
long-term 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 long-term debt
rating could also reduce Credcos borrowing capacity in the
unsecured term debt capital markets when such markets become available.
S&Ps recent downgrade of Credcos short-term rating to A-2
will likely result in Credco further reducing or eliminating its small outstanding
commercial paper program.

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 a widely recognized name 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 funding
needs as well as to cover the daily maturities of commercial paper issued.
During the first quarter of 2009 and all of 2008, Credco had continuous access
to the commercial paper markets. Its commercial paper issuances after
mid-September 2008 were issued at shorter weighted average maturities than
Credcos historical trend, consistent with the

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AMERICAN EXPRESS CREDIT CORPORATION

changes in issuance
maturities occurring across the overall commercial paper market, as reported by
the Federal Reserve. During this period, Credco has significantly reduced its
reliance on the commercial paper market.

On October 7, 2008, the
Federal Reserve Board established the CPFF. The CPFF provides three-month
liquidity to U.S. issuers of commercial paper through a SPV, which purchases
three month unsecured and asset-backed commercial paper directly from eligible
issuers using financing provided by the Federal Reserve Bank of New York.
Credco is eligible to have up to $14.7 billion of commercial paper outstanding
with the SPV at any one time. Credco remains, after the downgrade of its
short-term rating to A-2 by S&P, eligible to participate in the CPFF based
on Credcos current short-term ratings assigned by Moodys and Fitch.
The commercial paper must be rated at least A1/P1/F1 by two or more major NRSRO
to qualify for participation in the CPFF. The SPV is currently scheduled to cease
purchasing commercial paper on October 30, 2009, unless the Board extends the
facility. At  March 31, 2009, Credco had $1.8 billion of commercial paper
outstanding, none of which was placed with the CPFF.

Credco currently manages the level of net short-term debt outstanding,
    defined as commercial paper less cash and cash equivalents, such that its
    total back-up liquidity, including maximum available bank credit facilities
    and term liquidity portfolio investment securities, is not less than 100
    percent of net short-term debt. 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 March 31, 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 generally defined as any debt with an
original maturity greater than 12 months.

Credco had the following
long-term debt outstanding:

|                           |  |                                 |      |                                |   |      | 
|-------------------------- |  | ------------------------------- | ---- | ------------------------------ | - | ---- | 
|(Billions)                 |  | Quarter ended
  March 31,
 2009 |      | Full year
  December 31,
 2008 |  
|                           |  |                                 |      |                                |   |      | 
|                           |  |                                 |      |                                |   |      | 
|Long-term debt outstanding |  | $                               | 19.1 |                                | $ | 20.0 | 
|Average long-term debt     |  | $                               | 19.0 |                                | $ | 21.2 | 
|                           |  |                                 |      |                                |   |      | 

Credco also 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.
During the three months ended March 31, 2009, Credco did not issue any debt
securities from its U.S. shelf registration. At March 31, 2009, Credco had
$12.6 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 to be 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 March 31, 2009, $3.1 billion was outstanding under this program, of
which $2.3 billion was issued by Credco.

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AMERICAN EXPRESS CREDIT CORPORATION

Credco established a program
in Australia for the issuance of debt securities from time to time of up to
approximately $4.2 billion. During the three months ended March 31, 2009, no
notes were issued under this program. At March 31, 2009, approximately $3.6
billion was available for issuance under this program.

During the first quarter of
2008, a new shelf prospectus was filed and became effective in Canada for a
medium-term note program providing for the issuance from time to time, in
Canada, of up to approximately $2.9 billion of notes by American Express Canada
Credit Corporation (Cancredco), an indirect wholly-owned subsidiary of Credco.
All notes issued under this shelf registration will be guaranteed by Credco.
During the three months ended March 31, 2009, no notes were issued under this
program. 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 $75 million to TRS during the three months ended March 31, 2009.

Liquidity Strategy

Credco seeks to ensure that
it has adequate liquidity in the form of cash 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,
    by maintaining cash and readily-marketable securities, as well as through
    a variety of contingent sources of cash and financing. Credco maintains a
    liquidity plan that enables it to continuously meet its daily obligations
    when its access to financing becomes impaired or markets become inaccessible.
    The plan contemplates a hypothetical 12-month liquidity crisis occurring
    as a sudden and unexpected event that makes financing from its various funding
    sources unavailable.

As a result of Credcos
funding activities during 2008, Credco raised funds that substantially exceeded
its 2008 and 2009 funding needs. The excess was invested with the purpose of
increasing the amount of cash and readily-marketable securities Credco holds.
The availability of these funds raised in 2008 meant that Credco had no
requirement to access the term debt markets in the first quarter of 2009.

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

|                   |  |                 |     | 
|------------------ |  | --------------- | --- | 
|                   |  |                 |     | 
|(Billions)         |  | Debt Maturities |    
|                   |  |                 |     | 
|Quarter
Ending:    |  |                 |     | 
|                   |  |                 |     | 
|                   |  |                 |     | 
|June 30, 2009      |  | $               | 1.8 | 
|September 30, 2009 |  |                 | 1.5 | 
|December 31, 2009  |  |                 | 1.1 | 
|March 31, 2010     |  |                 |    | 
|                   |  |                 |     | 
|Total              |  | $               | 4.4 | 

The amount of cash and
readily-marketable securities Credco expects to maintain will be substantially
greater than its historical levels of holdings. Credco expects to incur higher
net interest cost of carry on these amounts, which will be dependent on the
amount Credco actually maintains, as well as the difference between its cost of
funding these amounts and their investment yields.

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AMERICAN EXPRESS CREDIT CORPORATION

Cash and Readily-Marketable Securities

At March 31, 2009, Credco
had cash and cash equivalents of approximately $8.9 billion as well as $3.1
billion of longer-term readily-marketable securities. These investments
consist of high credit quality, highly liquid short-term instruments, as well
as longer term, highly liquid instruments, such as U.S. Treasury securities,
government-sponsored enterprise debt, or government-guaranteed debt. 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.

Committed Bank Credit Facilities

Credco maintained committed
bank credit facilities at March 31, 2009, as follows:

|              |  |       |      |                   |   |        |  |   |     |    
|------------- |  | ----- | ---- | ----------------- | - | ------ |  | - | --- | ---
|(Billions)    |  | Total |      | American
 Express |   | Credco | 
|              |  |       |      |                   |   |        | 
|Committed (a) |  | $     | 10.4 |                   | $ | 1.3    |  | $ | 9.1 | (b)
|Outstanding   |  | $     | 2.5  |                   | $ |       |  | $ | 2.5 |    
|              |  |       |      |                   |   |        | 

(a)
Included is $2.5
billion outstanding related to the Australian facility.

(b) Credco has the right to borrow a maximum amount
of $10.4 billion with a commensurate maximum $1.3 billion reduction in the
amount available to American Express.


Credcos committed bank
credit facilities expire as follows:

|           |  |   |      | 
|---------- |  | - | ---- | 
|(Billions) |  |   |      | 
|           |  |   |      | 
|2010       |  | $ | 1.9  | 
|2011       |  |   | 2.6  | 
|2012       |  |   | 5.9  | 
|           |  |   |      | 
|Total      |  | $ | 10.4 | 
|           |  |   |      | 

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 1.78
for the three months ended March 31, 2009. The ratio of earnings to fixed
charges for American Express for the three months ended March 31, 2009 was
1.94.

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 March 31, 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 things, the
 housing market and the rates of bankruptcies, which can affect spending on card
 products and debt payments by individual and corporate 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 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
 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

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

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

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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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: May
 8, 2009 | By | /s/ Christopher S. Forno                   
|                   |    |                                            
|                   |    | Christopher S. Forno                       
|                   |    | President and Chief Executive Officer      
|                   |    |                                            
|DATE: May 8, 2009  | By | /s/ Lawrence A. Belmonte                   
|                   |    |                                            
|                   |    | Lawrence A. Belmonte                       
|                   |    | Vice President and Chief Accounting Officer

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AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                               |  |                                
|------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|             |  | Description                                                                                                                                                                   |  | How Filed                      
|             |  |                                                                                                                                                                               |  |                                
|Exhibit 12.1 |  | Computation in Support of
 Ratio of
 Earnings to Fixed Charges of American
 Express Credit Corporation.                                                                       |  | Electronically filed
 herewith.
|             |  |                                                                                                                                                                               |  |                                
|Exhibit 12.2 |  | Computation in Support of
 Ratio of
 Earnings to Fixed Charges of American Express
 Company.                                                                                  |  | Electronically filed
 herewith.
|             |  |                                                                                                                                                                               |  |                                
|Exhibit 31.1 |  | Certification of
 Christopher S. Forno, 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 David L.
 Yowan, 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
 Christopher S. Forno, 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 David L.
 Yowan, 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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