Table
of Contents

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

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

For the quarterly period ended June 30, 2010

OR

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

For the transition period from ____ to ____

Commission File No. 1-6908

AMERICAN EXPRESS CREDIT CORPORATION(Exact name of registrant as
specified in its charter)

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

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

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

x Yes o No

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 filer o | Accelerated filer o        
|                         
|Non-accelerated filer x   | Smaller reporting company o

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 August 12,
 2010 | 
|                                         |  |                                 | 
|                                        
|Common Stock (par value
 $.10 per share) |  | 1,504,938 Shares                | 

---



Table
of Contents

AMERICAN EXPRESS CREDIT CORPORATION

FORM 10-Q

INDEX

|          |                        |                |                                                                                                               |                                              |     |   
|--------- | ---------------------- | -------------- | ------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | --- | --
|Part
 I.  | Financial
 Information |                |                                                                                                              
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Item
 1.       | Financial
 Statements                                                                                         |                                              |    
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        |                | Consolidated
 Statements of Income and Retained Earnings 
 Three and Six Months Ended June 30, 2010 and 2009 |                                              | 1  
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        |                | Consolidated
 Balance Sheets 
 June 30, 2010 and December 31, 2009                                           |                                              | 2  
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        |                | Consolidated
 Statements of Cash Flows  
 Six Months Ended June 30, 2010 and 2009                            |                                              | 3  
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        |                | Notes
 to Consolidated Financial Statements                                                                   |                                              |    
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        |                |                                                                                                               | Note
 1 - Basis of Presentation              |     | 4 
|          |                        |                |                                                                                                               | Note
 2 - Fair Values                        |     | 4 
|          |                        |                |                                                                                                               | Note
 3 - Investment Securities              |     | 7 
|          |                        |                |                                                                                                               | Note
 4 - Comprehensive Income               |     | 7 
|          |                        |                |                                                                                                               | Note
 5 - Derivatives and Hedging Activities |     | 7 
|          |                        |                |                                                                                                               | Note
 6 - Variable Interest Entity           |     | 11
|          |                        |                |                                                                                                               | Note
 7 - Income Taxes                       |     | 11
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Item 2.        | Managements
 Discussion and Analysis of Financial Condition and 
 Results of Operations                      |                                              | 13 
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Item
 4.       | Controls
 and Procedures                                                                                      |                                              | 22 
|          |                        |                |                                                                                                               |                                              |     |   
|Part
 II. | Other
 Information     |                |                                                                                                              
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Item
 1A.      | Risk
 Factors                                                                                                 |                                              | 23 
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Item
 6.       | Exhibits                                                                                                      |                                              | 23 
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Signatures     |                                                                                                               | 24                                          
|          |                        |                |                                                                                                               |                                              |     |   
|          |                        | Exhibit
 Index |                                                                                                               |                                              | E-1

---



Table
of Contents

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|------------------------------------------------------------------------- |  | ---------------------------- | ----- | -------------------------- | - | ----- | - | - | ----- | - | - | ----- | -
|                                                                          |  |                              |       |                            |  
|                                                                          |  | Three Months Ended
 June 30, |       | Six Months Ended
 June 30, |  
|                                                                          |  |                              |       |                            |  
|(Millions)                                                                |  |                              | 2010  |                            |   | 2009  |   |   | 2010  |   |   | 2009  |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Revenues                                                                  |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Discount revenue earned from purchased 
 cardmember receivables and loans |  | $                            | 95    |                            | $ | 173   |   | $ | 232   |   | $ | 381   |  
|Interest income from affiliates                                           |  |                              | 110   |                            |   | 105   |   |   | 220   |   |   | 219   |  
|Interest income from investments                                          |  |                              | 9     |                            |   | 25    |   |   | 19    |   |   | 57    |  
|Finance revenue                                                           |  |                              | 9     |                            |   | 12    |   |   | 20    |   |   | 25    |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Total revenues                                                            |  |                              | 223   |                            |   | 315   |   |   | 491   |   |   | 682   |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Expenses                                                                  |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Provisions for losses                                                     |  |                              | 16    |                            |   | 59    |   |   | 74    |   |   | 107   |  
|Interest expense                                                          |  |                              | 128   |                            |   | 144   |   |   | 258   |   |   | 318   |  
|Interest expense to affiliates                                            |  |                              | 5     |                            |   | 11    |   |   | 8     |   |   | 32    |  
|Service fees to affiliates                                                |  |                              |      |                            |   | 1     |   |   |      |   |   | 1     |  
|Other, net                                                                |  |                              | (17   | )                          |   | 80    |   |   | (30   | ) |   | 47    |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Total expenses                                                            |  |                              | 132   |                            |   | 295   |   |   | 310   |   |   | 505   |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Pretax income                                                             |  |                              | 91    |                            |   | 20    |   |   | 181   |   |   | 177   |  
|Income tax (benefit) provision                                            |  |                              | (1    | )                          |   | (7    | ) |   | (6    | ) |   | 15    |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Net income                                                                |  |                              | 92    |                            |   | 27    |   |   | 187   |   |   | 162   |  
|Retained earnings at beginning of period                                  |  |                              | 3,503 |                            |   | 3,506 |   |   | 3,408 |   |   | 3,446 |  
|Dividends                                                                 |  |                              | (95   | )                          |   |      |   |   | (95   | ) |   | (75   | )
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  
|Retained earnings at end of period                                        |  | $                            | 3,500 |                            | $ | 3,533 |   | $ | 3,500 |   | $ | 3,533 |  
|                                                                          |  |                              |       |                            |   |       |   |   |       |   |   |       |  

See Notes to Consolidated Financial Statements.

- 1 -

---



Table
of Contents

AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                                                      |  |               |        |                     |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ------------- | ------ | ------------------- | - | ------ | -
|                                                                                                      |  |               |        |                     |   |        |  
|(Millions, except share data)                                                                         |  | June 30, 2010 |        | December
 31,
 2009 |  
|                                                                                                      |  |               |        |                     |  
|                                                                                                      |  |               |        |                     |   |        |  
|Assets                                                                                                |  |               |        |                     |   |        |  
|                                                                                                      |  |               |        |                     |   |        |  
|Cash and cash equivalents                                                                             |  | $             | 81     |                     | $ | 304    |  
|Cardmember receivables, less reserves: 2010, $118; 2009, $141                                         |  |               | 12,232 |                     |   | 9,752  |  
|Cardmember loans, less reserves: 2010, $16; 2009, $19                                                 |  |               | 437    |                     |   | 455    |  
|Loans to affiliates                                                                                   |  |               | 9,890  |                     |   | 10,127 |  
|Investment securities                                                                                 |  |               | 1,841  |                     |   | 2,039  |  
|Deferred charges and other assets                                                                     |  |               | 727    |                     |   | 551    |  
|Due from affiliates                                                                                   |  |               | 4,053  |                     |   | 5,788  |  
|                                                                                                      |  |               |        |                     |   |        |  
|Total assets                                                                                          |  | $             | 29,261 |                     | $ | 29,016 |  
|                                                                                                      |  |               |        |                     |   |        |  
|                                                                                                      |  |               |        |                     |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |               |        |                     |   |        |  
|                                                                                                      |  |               |        |                     |   |        |  
|Liabilities                                                                                           |  |               |        |                     |   |        |  
|Short-term debt                                                                                       |  | $             | 1,457  |                     | $ | 1,017  |  
|Short-term debt to affiliates                                                                         |  |               | 5,147  |                     |   | 3,893  |  
|Long-term debt                                                                                        |  |               | 18,314 |                     |   | 19,478 |  
|                                                                                                      |  |               |        |                     |   |        |  
|Total debt                                                                                            |  |               | 24,918 |                     |   | 24,388 |  
|Due to affiliates                                                                                     |  |               | 716    |                     |   | 864    |  
|Accrued interest and other liabilities                                                                |  |               | 451    |                     |   | 383    |  
|                                                                                                      |  |               |        |                     |   |        |  
|Total liabilities                                                                                     |  |               | 26,085 |                     |   | 25,635 |  
|                                                                                                      |  |               |        |                     |   |        |  
|                                                                                                      |  |               |        |                     |   |        |  
|Shareholders Equity                                                                                  |  |               |        |                     |   |        |  
|                                                                                                      |  |               |        |                     |   |        |  
|Common stock, $.10 par value, authorized 3 million shares; issued and
 outstanding 1.5 million shares |  |               |       |                     |   |       |  
|Capital surplus                                                                                       |  |               | 162    |                     |   | 162    |  
|Retained earnings                                                                                     |  |               | 3,500  |                     |   | 3,408  |  
|Accumulated other comprehensive income (loss), net of tax                                             |  |               |        |                     |   |        |  
|Net unrealized securities gains, net of tax: 2010, $(3); 2009, $(8)                                   |  |               | 6      |                     |   | 14     |  
|Net unrealized derivatives losses, net of tax: 2010, $1; 2009, $2                                     |  |               | (2     | )                   |   | (3     | )
|Foreign currency translation adjustments, net of tax: 2010, $; 2009, $                              |  |               | (490   | )                   |   | (200   | )
|                                                                                                      |  |               |        |                     |   |        |  
|Total accumulated other comprehensive loss                                                            |  |               | (486   | )                   |   | (189   | )
|                                                                                                      |  |               |        |                     |   |        |  
|Total shareholders equity                                                                            |  |               | 3,176  |                     |   | 3,381  |  
|                                                                                                      |  |               |        |                     |   |        |  
|Total liabilities and shareholders equity                                                            |  | $             | 29,261 |                     | $ | 29,016 |  
|                                                                                                      |  |               |        |                     |   |        |  

See Notes to Consolidated Financial
Statements.

- 2 -

---



Table
of Contents

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

|                                                                                   |  |      |        |      |   |        |  
|---------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|                                                                                   |  |      |        |      |   |        |  
|Six Months Ended June 30, (Millions)                                               |  | 2010 |        | 2009 |  
|                                                                                   |  |      |        |      |  
|                                                                                   |  |      |        |      |   |        |  
|Cash Flows from Operating Activities                                               |  |      |        |      |   |        |  
|Net income                                                                         |  | $    | 187    |      | $ | 162    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |      |        |      |   |        |  
|Provisions for losses                                                              |  |      | 74     |      |   | 107    |  
|Amortization and other                                                             |  |      | 12     |      |   | 14     |  
|Deferred taxes                                                                     |  |      |       |      |   | 22     |  
|Changes in operating assets and
 liabilities:                                      |  |      |        |      |   |        |  
|Due from affiliates, net                                                           |  |      | 63     |      |   | 170    |  
|Other operating assets and liabilities                                             |  |      | 3      |      |   | 269    |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                  
|Net cash provided by operating activities                                          |  |      | 339    |      |   | 744    |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Cash Flows from Investing Activities                                               |  |      |        |      |   |        |  
|Net (increase) decrease in cardmember
 receivables and loans                       |  |      | (2,745 | )    |   | 1,642  |  
|Maturities of investments                                                          |  |      | 175    |      |   | 400    |  
|Net (increase) decrease in loans to
 affiliates                                    |  |      | (19    | )    |   | 2,445  |  
|Net decrease (increase) in due from
 affiliates                                    |  |      | 1,524  |      |   | (1,419 | )
|                                                                                   |  |      |        |      |   |        |  
|                                                                                  
|Net cash (used in) provided by investing
 activities                               |  |      | (1,065 | )    |   | 3,068  |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Cash Flows from Financing Activities                                               |  |      |        |      |   |        |  
|Net increase in short-term debt to
 affiliates                                     |  |      | 1,254  |      |   | 1,569  |  
|Net increase (decrease) in short-term debt                                         |  |      | 444    |      |   | (5,939 | )
|Issuance of long-term debt                                                         |  |      | 415    |      |   |       |  
|Principal payments on long-term debt                                               |  |      | (1,515 | )    |   | (2,608 | )
|Dividends paid                                                                     |  |      | (95    | )    |   | (75    | )
|                                                                                   |  |      |        |      |   |        |  
|                                                                                  
|Net cash provided by (used in) financing
 activities                               |  |      | 503    |      |   | (7,053 | )
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                      |  |      |       |      |   |       |  
|Net decrease in cash and cash equivalents                                          |  |      | (223   | )    |   | (3,241 | )
|Cash and cash equivalents at beginning of
 period                                  |  |      | 304    |      |   | 8,855  |  
|                                                                                   |  |      |        |      |   |        |  
|                                                                                   |  |      |        |      |   |        |  
|Cash and cash equivalents at end of period                                         |  | $    | 81     |      | $ | 5,614  |  
|                                                                                   |  |      |        |      |   |        |  

See Notes to Consolidated Financial Statements.

- 3 -

---



Table of Contents

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

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | American
 Express Credit Corporation (Credco), together with its subsidiaries, is a wholly-owned
 subsidiary of American Express Travel Related Services Company, Inc. (TRS),
 which is a wholly-owned subsidiary of American Express Company (American
 Express).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Credco is
 engaged in the business of financing non-interest-bearing cardmember
 receivables arising from the use of the American Express® Card,
 the American Express® Gold Card, Platinum Card®,
 Corporate Card and other American Express cards issued in the United States
 and in certain countries outside the United States. Credco also finances
 certain interest-bearing and discounted revolving loans generated by
 cardmember spending on American Express credit cards issued in non-U.S.
 markets, although interest-bearing and revolving loans are primarily funded
 by subsidiaries of TRS other than Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | American
 Express provides Credco with financial support with respect to maintenance of
 its minimum overall 1.25 fixed charge coverage ratio, which is achieved by
 adjusting the discount rates on the purchases of receivables Credco makes from,
 and the interest rates on the loans Credco provides to, TRS and other
 American Express subsidiaries. Each monthly period the discount and interest
 rates are adjusted to generate income for Credco that is sufficient to
 maintain its minimum fixed charge coverage ratio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The
 accompanying Consolidated Financial Statements should be read in conjunction
 with the financial statements included in the Annual Report on Form 10-K
 (Form 10-K) of Credco for the year ended December 31, 2009. Significant accounting
 policies disclosed therein have not changed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The interim
 financial information in this report has not been audited. In the opinion of
 management, all adjustments necessary for a fair statement of the
 consolidated financial position and the consolidated results of operations
 for the interim periods have been made. 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. Certain amounts
 in prior periods have been reclassified to conform to the current
 presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | 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  Accounting
 Standard Update No. 2010-20 - Receivables (Topic 310): Disclosures about the
 Credit Quality of Financing Receivables and the Allowance for Credit Losses.
 This standard amends existing guidance by requiring an entity to provide a
 greater level of disaggregated information about the credit quality of its
 financing receivables and its allowance for credit losses. In addition, an
 entity will be required to disclose credit quality indicators, past due
 information, and modifications of its financing receivables. The amendments
 that require disclosures as of a balance sheet date are effective for December
 31, 2010. The amendments that require disclosures about activity during a
 period are effective for periods beginning January 1, 2011. The new standard
 is anticipated to require expanded disclosure by Credco due to the
 requirement for further disaggregation of currently disclosed information, as
 well as new disclosure requirements surrounding reserve activity.  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Effective
 January 1, 2010, Credco adopted Accounting Standards Update (ASU) No.
 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of
 Financial Assets and ASU No. 2009-17, Consolidations (Topic 810):
 Improvements to Financial Reporting by Enterprises Involved with Variable
 Interest Entities. These standards eliminate the concept of a qualifying
 special purpose entity (QSPE), therefore requiring these entities to be
 evaluated under the accounting guidance for consolidation of variable
 interest entities (VIEs). In addition, ASU 2009-17 requires an entity to
 reconsider its previous consolidation conclusions reached under the VIE
 consolidation model, including (i) whether an entity is a VIE, (ii) whether
 the enterprise is the VIEs primary beneficiary and (iii) the required
 financial statement disclosures. The adoption of these accounting standards
 did not have an impact on Credcos financial position or results of
 operations and Credco continues to consolidate its VIE subsequent to the
 adoption of the standards.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 2. | Fair Values                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Fair value
 is defined as the price that would be received to sell an asset or paid to
 transfer a liability (an exit price) in an orderly transaction between market
 participants at the measurement date and is based on Credcos principal or
 most advantageous market for the specific asset or liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Generally
 Accepted Accounting Principles (GAAP) provide for a three-level hierarchy of
 inputs to valuation techniques used to measure fair value, defined as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 4 -

---



Table of Contents

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

| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                   
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                 | Level 1 -
 Inputs that are quoted prices (unadjusted) for identical assets or
 liabilities in active markets.                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                 | Level 2 -
 Inputs other than quoted prices included within Level 1 that are observable
 for the asset or liability, either directly or indirectly, for substantially
 the full term of the asset or liability, including:                                                                                                           
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      | - | Quoted
 prices for similar assets or liabilities in active markets                                                
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                   
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      | - | Quoted
 prices for identical or similar assets or liabilities in markets that are not
 active                     
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                   
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      | - | Inputs other
 than quoted prices that are observable for the asset or liability                                   
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                   
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      | - | Inputs that
 are derived principally from or corroborated by observable market data by
 correlation or other means
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                      |   |                                                                                                                   
| |                                                                                                                                                                                                                                 | Level 3 -
 Inputs that are unobservable and reflect Credcos own assumptions about the
 assumptions market participants would use in pricing the asset or liability
 based on the best information available in the circumstances (e.g.,
 internally derived assumptions surrounding the timing and amount of expected
 cash flows).
| |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                     
| | The
 following table summarizes Credcos financial assets and financial
 liabilities measured at fair value on a recurring basis by GAAPs valuation
 hierarchy (as described above), as of June 30, 2010 and December 31, 2009:

|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|---------------------------------- |  | ----- | ----- | ------- | - | ------- |  | ------- | ----- | ----- | - | ------- |  | ------- | ----- | ------- | - | - |  | - | ----- |  | - | - | 
|                                   |  |       |       |         |  
|                                   |  | 2010  |       | 2009    |  
|                                   |  |       |       |         |  
|(Millions)                         |  | Total |       | Level 1 |   | Level 2 |  | Level 3 |       | Total |   | Level 1 |  | Level 2 |       | Level 3 |  
|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |  
|Assets:                            |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|Investment
 securities:            |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|U.S. Government agency obligations |  | $     | 1,841 |         | $ |        |  | $       | 1,841 |       | $ |        |  | $       | 2,039 |         | $ |  |  | $ | 2,039 |  | $ |  | 
|Derivatives(a)                     |  |       | 514   |         |   |        |  |         | 514   |       |   |        |  |         | 318   |         |   |  |  |   | 318   |  |   |  | 
|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|Total assets                       |  | $     | 2,355 |         | $ |        |  | $       | 2,355 |       | $ |        |  | $       | 2,357 |         | $ |  |  | $ | 2,357 |  | $ |  | 
|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|Liabilities:                       |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|Derivatives(a)                     |  | $     | 69    |         | $ |        |  | $       | 69    |       | $ |        |  | $       | 68    |         | $ |  |  | $ | 68    |  | $ |  | 
|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 
|Total
 liabilities                 |  | $     | 69    |         | $ |        |  | $       | 69    |       | $ |        |  | $       | 68    |         | $ |  |  | $ | 68    |  | $ |  | 
|                                   |  |       |       |         |   |         |  |         |       |       |   |         |  |         |       |         |   |   |  |   |       |  |   |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | GAAP permits the netting of
 derivative assets and derivative liabilities when a legally enforceable
 master netting agreement exists between Credco and its derivative
 counterparty. As of June 30, 2010 and December 31, 2009, $3 million and $2
 million, respectively, of derivative assets and derivative liabilities have been offset
 and presented net on the Consolidated Balance Sheets. Refer to Note 5 for the
 fair values of derivative assets and liabilities on a further disaggregated
 basis.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Valuation Techniques Used in Measuring Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | GAAP
 requires disclosure of the estimated fair value of all financial instruments.
 A financial instrument is defined as cash, evidence of an ownership in an
 entity, or a contract between two entities to deliver cash or another
 financial instrument or to exchange other financial instruments. The
 disclosure requirements for the fair value of financial instruments exclude
 leases, equity method investments, affiliate investments, pension and benefit
 obligations, insurance contracts and all non-financial instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | For the
 financial assets and financial liabilities measured at fair value on a
 recurring basis (summarized in the valuation hierarchy table above), Credco
 applies the following valuation techniques to measure fair value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | When
 available, quoted market prices in active markets are used to determine fair
 value. Such investment securities are classified within Level 1 of the fair
 value hierarchy. As of June 30, 2010 and December 31, 2009, none of Credcos
 investment securities were classified as Level 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | When quoted
 prices in an active market are not available, the fair values for Credcos
 investment securities are obtained primarily from a pricing service engaged
 by Credco and Credco receives one price for each security. The fair values
 provided by the pricing service are estimated by using pricing models, where
 the inputs to those models are based on observable market inputs. The inputs
 to the valuation techniques applied by the pricing service vary depending on
 the type of security being priced but are typically benchmark yields,
 benchmark security prices, credit spreads, reported trades and broker-dealer
 quotes, all with reasonable levels of transparency. The pricing service did
 not apply any adjustments to the pricing models used. In addition, Credco did
 not apply any adjustments to prices received from the pricing service. Credco
 classifies the prices obtained from the pricing service within Level 2 of the
 fair value hierarchy because the underlying inputs are directly observable
 from active markets or recent trades of similar securities in inactive
 markets. However, 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.

- 5 -

---



Table of Contents

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credco
 reaffirms its understanding of the valuation techniques used by its pricing
 service at least annually. In addition, Credco corroborates the prices
 provided by its pricing service to test their reasonableness by comparing
 prices to valuations from different pricing sources. Refer to Note 3 for
 additional fair value information.                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Derivative Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The fair
 value of Credcos derivative financial instruments, which can be assets or
 liabilities on the Consolidated Balance Sheets, is estimated by using either
 a third-party valuation service that uses proprietary pricing models, or by
 using internal pricing models, neither of which 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. In each case, the valuation models used are consistently
 applied and reflect the contractual terms of the derivatives, including the
 period of maturity and market-based parameters such as interest rates,
 foreign exchange rates, equity indices or prices and volatility.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Credit
 valuation adjustments are necessary when the market parameters (e.g., a
 benchmark curve) used to value derivatives are not indicative of the credit
 quality of Credco or its counterparties. Credco considers the counterparty
 credit risk by applying an observable forecasted default rate to the current
 exposure. Refer to Note 5 for additional fair value information.The
 following table discloses the estimated fair values for Credcos financial
 assets and financial liabilities not carried at fair value as of June 30,
 2010 and December 31, 2009:                                                                                                                                                                                              

|                                                                       |  |                 |    |            |   |                 |  |            |    |  |   |    | 
|---------------------------------------------------------------------- |  | --------------- | -- | ---------- | - | --------------- |  | ---------- | -- |  | - | -- | 
|                                                                       |  |                 |    |            |  
|(Rounded to the nearest billion)                                       |  | 2010            |    | 2009       |  
|                                                                       |  |                 |    |            |  
|                                                                       |  | Carrying
 Value |    | Fair Value |   | Carrying
 Value |  | Fair Value |   
|                                                                       |  |                 |    |            |   |                 |  |            |   
|Financial Assets:                                                      |  |                 |    |            |   |                 |  |            |    |  |   |    | 
|Assets for
 which carrying values equal or approximate fair value      |  | $               | 17 |            | $ | 17              |  | $          | 16 |  | $ | 16 | 
|Loans to
 affiliates                                                   |  | $               | 10 |            | $ | 10              |  | $          | 10 |  | $ | 10 | 
|Financial Liabilities:                                                 |  |                 |    |            |   |                 |  |            |    |  |   |    | 
|Liabilities
 for which carrying values equal or approximate fair value |  | $               | 8  |            | $ | 8               |  | $          | 6  |  | $ | 6  | 
|Long-term
 debt                                                        |  | $               | 18 |            | $ | 19              |  | $          | 19 |  | $ | 20 | 
|                                                                       |  |                 |    |            |   |                 |  |            |    |  |   |    | 

| |                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair
 values of these financial instruments are estimates based upon market
 conditions and perceived risks as of June 30, 2010 and December 31, 2009 and
 require management judgment. These figures may not be indicative of their
 future fair values. The fair value of Credco cannot be estimated by
 aggregating the amounts presented.            
| |                                                                                                                                                                                                                                                                                                                                                              
| | The
 following methods were used to determine estimated fair values:                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                              
| | Financial Assets for Which Carrying Values Equal or Approximate Fair
 Value                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                              
| | Financial
 assets for which carrying values equal or approximate fair value include cash
 and cash equivalents, cardmember receivables, cardmember loans, due from
 affiliates, accrued interest and certain other assets. For these assets, the
 carrying values approximate fair value because they are short-term in
 duration or variable rate in nature.
| |                                                                                                                                                                                                                                                                                                                                                              
| | Financial Assets Carried at Other than Fair Value                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                              
| | Loans to affiliates                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                              
| | Loans to
 affiliates are recorded at historical cost on the Consolidated Balance
 Sheets. Fair value is estimated based on either the fair value of the
 underlying collateral or the terms implicit in the loan agreements as
 compared with current market terms for similar loans.                                                                        
| |                                                                                                                                                                                                                                                                                                                                                              
| | Financial Liabilities for Which Carrying Values Equal or Approximate
 Fair Value                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                              
| | Financial
 liabilities for which carrying values equal or approximate fair value include
 short-term debt, short-term debt to affiliates, accrued interest and certain
 other liabilities for which carrying values approximate fair value because
 they are either short-term in duration, variable rate in nature or have no
 defined maturity.            

- 6 -

---



Table of Contents

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

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | Financial Liabilities Carried at Other than Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Long-term debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Long-term
 debt is recorded at historical issuance cost on the Consolidated Balance
 Sheets. Fair value is estimated using either quoted market prices or
 discounted cash flows based on Credcos current borrowing rates for similar
 types of borrowings.                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | 3. | Investment Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Investment securities
 include debt securities that are classified as available-for-sale. Credcos
 investment securities are carried at fair value on the Consolidated Balance
 Sheets with unrealized gains (losses) recorded in accumulated other
 comprehensive income (loss) (AOCI), net of income tax provisions (benefits).
 Realized gains and losses are recognized in results of operations upon
 disposition of the securities using the specific identification method on a
 trade date basis. Refer to Note 2 for a description of Credcos methodology
 for determining the fair value of its investment securities.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | The
 following is a summary of investment securities as of June 30, 2010 and
 December 31, 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|                                   |  |      |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|---------------------------------- |  | ---- | ----- | ------------------------ | - | ------------------------- |  | --------------------- | - | ---- | - | ------------------------ |  | ------------------------- | ----- | --------------------- | - | -- |  | - | - |  | - | ----- | 
|                                   |  |      |       |                          |  
|(Millions)                         |  | 2010 |       | 2009                     |  
|                                   |  |      |       |                          |  
|                                   |  | Cost |       | Gross
 Unrealized
 Gains |   | Gross
 Unrealized
 Losses |  | Estimated
 Fair Value |   | Cost |   | Gross
 Unrealized
 Gains |  | Gross
 Unrealized
 Losses |       | Estimated
 Fair Value |  
|                                   |  |      |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |  
|U.S. Government agency obligations |  | $    | 1,831 |                          | $ | 10                        |  | $                     |  |      | $ | 1,841                    |  | $                         | 2,017 |                       | $ | 22 |  | $ |  |  | $ | 2,039 | 
|                                   |  |      |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 

| |    |                                                                                                                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    | Supplemental Information                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | For each of
 the three and six months ended June 30, 2010 and 2009, Credco did not have
 any sales of investment securities and therefore had no gross realized gains
 or losses thereon. All available-for-sale investment securities held as of
 June 30, 2010 will mature during 2010.                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                   
| | 4. | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Comprehensive
 income includes net income and changes in AOCI, which is a balance sheet item
 in the Shareholders Equity section of Credcos Consolidated Balance Sheets.
 AOCI is comprised of items that have not been recognized in earnings but may
 be recognized in earnings in the future when certain events occur. The
 components of comprehensive income, net of tax, were as follows:

|                                         |  |                              |      |                            |   |      |   |      |      |   |   |     |  
|---------------------------------------- |  | ---------------------------- | ---- | -------------------------- | - | ---- | - | ---- | ---- | - | - | --- | -
|                                         |  |                              |      |                            |  
|                                         |  | Three Months Ended
 June 30, |      | Six Months Ended
 June 30, |  
|                                         |  |                              |      |                            |  
|(Millions)                               |  | 2010                         |      | 2009                       |   | 2010 |   | 2009 |     
|                                         |  |                              |      |                            |   |      |   |      |     
|Net income                               |  | $                            | 92   |                            | $ | 27   |   | $    | 187  |   | $ | 162 |  
|Other
 comprehensive (loss) income:      |  |                              |      |                            |   |      |   |      |      |   |   |     |  
|Net unrealized securities losses         |  |                              | (4   | )                          |   | (2   | ) |      | (8   | ) |   | (9  | )
|Net unrealized derivatives gains         |  |                              |     |                            |   | 8    |   |      | 1    |   |   | 21  |  
|Foreign currency translation adjustments |  |                              | (119 | )                          |   | 250  |   |      | (290 | ) |   | 231 |  
|                                         |  |                              |      |                            |   |      |   |      |      |   |   |     |  
|Total                                    |  | $                            | (31  | )                          | $ | 283  |   | $    | (110 | ) | $ | 405 |  
|                                         |  |                              |      |                            |   |      |   |      |      |   |   |     |  

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
| | 5. | Derivatives and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | Credco uses
 derivative financial instruments (derivatives) to manage exposure to various
 market risks. Market risk is the risk to earnings or value resulting from
 movements in market prices. Credcos market risk exposure is primarily
 generated by:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Interest
 rate risk in its funding activities; and     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Foreign
 exchange risk in its international operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                        
| |    | General
 principles and the overall framework for managing market risk across American
 Express and its subsidiaries, including Credco, are defined in the Market
 Risk Policy, which is the responsibility of the Asset-Liability Committee
 (ALCO). Market risk limits and escalation triggers in that policy are
 approved by the ALCO and by the Enterprise-wide Risk Management Committee
 (ERMC). Market risk is centrally managed by the Market Risk Committee, which
 is chaired by the Chief Market Risk Officer of American Express and reports
 into the ALCO. Market risk management is also guided by policies covering the
 use of derivatives, funding and liquidity and investments. Derivatives derive
 their value from an underlying variable or multiple variables, including
 interest rate, foreign exchange and equity indices or prices. These

- 7 -

---



Table of Contents

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | instruments
 enable end users to increase, reduce, or alter exposure to various market
 risks and, for that reason, are an integral component of Credcos market risk
 management. Credco does not engage in derivatives for trading purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Interest
 rate exposure within Credcos charge card and fixed-rate lending products is
 managed by varying the proportion of total funding provided by short-term and
 variable-rate debt compared to fixed-rate debt. In addition, interest rate
 swaps are used from time to time to effectively convert fixed-rate debt to
 variable-rate or to convert variable-rate debt to fixed-rate. Credco may change
 the mix between variable-rate and fixed-rate funding based on changes in
 business volumes and mix, among other factors.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Foreign
 exchange risk is generated by funding foreign currency cardmember receivables
 and loans with U.S. dollars, foreign subsidiary equity and foreign currency
 earnings in international units. Credco hedges all market exposures generated
 by funding foreign currency receivables and loans with U.S. dollars through
 various means to the extent it is economically justified, including the use
 of derivatives such as foreign exchange forwards and cross-currency swap
 contracts, which can help lock-in the value of Credcos exposure to
 specific currencies. Exposures from foreign subsidiary equity in Credcos
 international units are hedged through various means, including the use of
 foreign currency funding and foreign exchange forwards executed either by
 Credco or TRS.                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Derivatives
 may give rise to counterparty credit risk. Credco manages this risk by
 considering the current exposure, which is the replacement cost of contracts
 on the measurement date, as well as estimating the maximum potential value of
 the contracts over the next 12 months, considering such factors as the
 volatility of the underlying or reference index. To mitigate derivative
 credit risk, counterparties are required to be pre-approved and rated as
 investment grade. Counterparty risk exposures are monitored by American
 Express Institutional Risk Management Committee (IRMC). The IRMC formally
 reviews large institutional exposures to ensure compliance with American
 Express ERMC guidelines and procedures and determines the risk mitigation
 actions, when necessary. Additionally, to mitigate counterparty credit risk,
 Credco has, in certain limited instances, entered into master netting
 agreements and credit support agreements (CSA).
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | As of June
 30, 2010 and December 31, 2009, no collateral had been received or posted
 under the CSAs. As of June 30, 2010 and December 31, 2009, the counterparty
 credit risk associated with Credcos derivatives was not significant. In
 relation to Credcos credit risk, under the terms of its derivatives, Credco
 is not required to either immediately settle any outstanding liability
 balances or post collateral upon the occurrence of a specified credit
 risk-related event.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credcos
 derivatives are carried at fair value on the Consolidated Balance Sheets. The
 accounting for changes in fair value depends on the instruments intended use
 and the resulting hedge designation, if any, as discussed below. Refer to
 Note 2 for a description of Credcos methodology for determining the fair
 value of its derivatives.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The
 following table summarizes the total gross fair value, excluding interest
 accruals, of derivative assets and derivative liabilities as of June 30, 2010 and
 December 31, 2009:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                                         |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|-------------------------------------------------------- |  | ------------------------ | --- | ----------------------------- | - | ---- |  | ---- | -- |  | - | -- | 
|                                                         |  |                          |     |                               |  
|                                                         |  | Other assets
 Fair Value |     | Other liabilities
 Fair Value |  
|                                                         |  |                          |     |                               |  
|(Millions)                                               |  | 2010                     |     | 2009                          |   | 2010 |  | 2009 |   
|                                                         |  |                          |     |                               |   |      |  |      |   
|Derivatives
 designated as hedging instruments:          |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Interest rate contracts                                  |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Fair value hedges                                        |  | $                        | 487 |                               | $ | 293  |  | $    |   |  | $ | 6  | 
|Cash flow hedges                                         |  |                          |    |                               |   | 1    |  |      | 3  |  |   | 5  | 
|Foreign exchange contracts                               |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Net investment hedges                                    |  |                          | 9   |                               |   | 9    |  |      | 17 |  |   | 7  | 
|                                                         |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Total
 derivatives designated as hedging instruments     |  | $                        | 496 |                               | $ | 303  |  | $    | 20 |  | $ | 18 | 
|                                                         |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|                                                        
|Derivatives
 not designated as hedging instruments:      |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Interest rate contracts                                  |  | $                        |    |                               | $ |     |  | $    | 5  |  | $ | 5  | 
|Foreign exchange contracts                               |  |                          | 18  |                               |   | 15   |  |      | 44 |  |   | 45 | 
|                                                         |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Total derivatives
 not designated as hedging instruments |  | $                        | 18  |                               | $ | 15   |  | $    | 49 |  | $ | 50 | 
|                                                         |  |                          |     |                               |   |      |  |      |    |  |   |    | 
|Total
 derivatives(a)                                    |  | $                        | 514 |                               | $ | 318  |  | $    | 69 |  | $ | 68 | 
|                                                         |  |                          |     |                               |   |      |  |      |    |  |   |    | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | GAAP permits the netting of
 derivative assets and derivative liabilities when a legally enforceable
 master netting agreement exists between Credco and its derivative
 counterparty. As of June 30, 2010 and December 31, 2009, $3 million and $2
 million, respectively, of derivative assets and derivative liabilities have been offset
 and presented net on the Consolidated Balance Sheets.

- 8 -

---



Table of Contents

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

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Derivatives that Qualify for Hedge Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Derivatives
 executed for hedge accounting purposes are documented and designated as such
 when Credco enters into the contracts. In accordance with its risk management
 policies, Credco structures its hedges with very similar terms to the hedged
 items. Credco formally assesses, at inception of the hedge accounting relationship
 and on a quarterly basis, whether derivatives designated as hedges are highly
 effective in offsetting the fair value or cash flows of the hedged items.
 These assessments usually are made through the application of the regression
 analysis method. If it is determined that a derivative is not highly
 effective as a hedge, Credco will discontinue the application of hedge
 accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | Fair Value Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | A fair value
 hedge involves a derivative designated to hedge Credcos exposure to future
 changes in the fair value of an asset or a liability, or an identified
 portion thereof that is attributable to a particular risk. Credco is exposed
 to interest rate risk associated with its fixed-rate long-term debt. Credco
 uses interest rate swaps to convert certain fixed-rate long-term debt to
 floating-rate at the time of issuance. As of June 30, 2010 and December 31,
 2009, Credco hedged $7.5 billion of its fixed-rate debt to floating-rate debt
 using interest rate swaps.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | To the
 extent the fair value hedge is effective, the gain or loss on the hedging
 instrument offsets the loss or gain on the hedged item attributable to the
 hedged risk. Any difference between the changes in the fair value of the
 derivative and the hedged item is referred to as hedge ineffectiveness and is
 recorded in earnings as a component of other, net expenses. Hedge
 ineffectiveness may be caused by differences between the debts interest
 coupon and the benchmark rate, which is in turn primarily due to credit
 spreads at inception of the hedging relationship that are not reflected in
 the valuation of the interest rate swap. Furthermore, hedge ineffectiveness
 may be caused by changes in the relationship between 3-month LIBOR and 1-
 month LIBOR rates, as these so-called basis spreads may impact the valuation
 of the interest rate swap without causing an offsetting impact in the value
 of the hedged debt. If a fair value hedge is de-designated or no longer
 considered to be effective, changes in fair value of the derivative continue
 to be recorded through earnings but the hedged asset or liability is no
 longer adjusted for changes in fair value. The existing basis adjustment of
 the hedged asset or liability is then amortized or accreted as an adjustment
 to yield over the remaining life of that asset or liability.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | The
 following table summarizes the impact on the Consolidated Statements of
 Income associated with Credcos fixed-rate long-term debt described above for
 the three and six months ended June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

|                                     |  |                                     |                      |             |        |                            |      |   |      |          |  |                      |  |      |      |      |   |      |  |   |    |  |   |     |  
|------------------------------------ |  | ----------------------------------- | -------------------- | ----------- | ------ | -------------------------- | ---- | - | ---- | -------- |  | -------------------- |  | ---- | ---- | ---- | - | ---- |  | - | -- |  | - | --- | -
|                                    
|For the
 Three Months Ended June 30, | 
|                                    
|(Millions)                           |  | Gains (losses) recognized in income |                     
|                                    
|                                     |  | Derivative contract                 |                      | Hedged item |        | Net hedge
 ineffectiveness |     
|                                     |  |                                     |                      |             |        |                           
|                                     |  |                                     |                      |             | Amount |                            |      |   |      | Amount   |  |                     
|                                     |  |                                     |                      |             |        |                            |      |   |      |          |  |                     
|                                     |  |                                     | Location             |             | 2010   |                            | 2009 |   |      | Location |  | 2010                 |  | 2009 |      | 2010 |   | 2009 | 
|                                     |  |                                     |                      |             |        |                            |      |   |      |          | 
|Interest
 rate contracts             |  |                                     | Other, net
 expenses |             | $      | 130                        |      | $ | (141 | )        |  | Other, net
 expenses |  | $    | (116 | )    | $ | 121  |  | $ | 14 |  | $ | (20 | )
|                                    

|                                   |  |                                     |                      |             |        |                            |      |   |      |          |  |                      |  |      |      |      |   |      |  |   |    |  |   |   | 
|---------------------------------- |  | ----------------------------------- | -------------------- | ----------- | ------ | -------------------------- | ---- | - | ---- | -------- |  | -------------------- |  | ---- | ---- | ---- | - | ---- |  | - | -- |  | - | - | 
|                                  
|For the Six
 Months Ended June 30,
|                                  
|(Millions)                         |  | Gains (losses) recognized in income
|                                   |  |                                    
|                                   |  | Derivative contract                 |                      | Hedged item |        | Net hedge
 ineffectiveness |     
|                                   |  |                                     |                      |             |        |                           
|                                   |  |                                     |                      |             | Amount |                            |      |   |      | Amount   |  |                     
|                                   |  |                                     |                      |             |        |                            |      |   |      |          |  |                     
|                                   |  |                                     | Location             |             | 2010   |                            | 2009 |   |      | Location |  | 2010                 |  | 2009 |      | 2010 |   | 2009 | 
|                                   |  |                                     |                      |             |        |                            |      |   |      |          | 
|Interest
 rate contracts           |  |                                     | Other, net
 expenses |             | $      | 200                        |      | $ | (137 | )        |  | Other, net
 expenses |  | $    | (180 | )    | $ | 143  |  | $ | 20 |  | $ | 6 | 
|                                  

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Cash Flow Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | A cash flow
 hedge involves a derivative designated to hedge Credcos exposure to variable
 future cash flows attributable to a particular risk 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
 derivatives, primarily interest rate swaps. These instruments effectively
 convert floating-rate debt to fixed-rate debt for the duration of the swap.
 As of June 30, 2010 and December 31, 2009, Credco hedged $0.4 billion and
 $0.6 billion, respectively, of its floating-rate debt using interest rate
 swaps.

- 9 -

---



Table of Contents

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

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | For
 derivatives that qualify as cash flow hedges, the effective portion of the
 gain or loss on the derivatives is recorded in AOCI and reclassified into
 earnings when the hedged cash flows are recognized in earnings. The amount
 that is reclassified into earnings is presented in the Consolidated
 Statements of Income with the hedged instrument or transaction impact,
 primarily in interest expense. Any ineffective portion of the gain or loss on
 the derivatives is reported as a component of other, net expenses. If a cash
 flow hedge is de-designated or terminated prior to maturity, the amount
 previously recorded in AOCI is recognized into earnings over the period that
 the hedged item impacts earnings. If a hedge relationship is discontinued
 because it is probable that the forecasted transaction will not occur according
 to the original strategy, any related amounts previously recorded in AOCI are
 recognized into earnings immediately.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | In the
 normal course of business, as the hedged cash flows are recognized into
 earnings, Credco expects to reclassify $2 million of net pretax losses on
 derivatives from AOCI into 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 primarily designates foreign
 currency derivatives, typically foreign exchange forwards and on occasion
 foreign currency denominated debt, as hedges of net investments in certain
 foreign operations. These instruments reduce exposure to changes in currency
 exchange rates on Credcos investments in non-U.S. subsidiaries. The
 effective portion of the gain or loss on net investment hedges is recorded in
 AOCI as part of the cumulative translation adjustment. Any ineffective
 portion of the gain or loss on net investment hedges is recognized in other,
 net expenses during the period of change.                                                                                                                                                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | The
 following table summarizes the impact of cash flow hedges and net investment
 hedges on the Consolidated Financial Statements for the three and six months
 ended June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|                                     |  |                                                 |    |      |   |     |                                             |                                     |                     |  |      |                            |  |          |     |      |  |                     |  |   |   |  |   |   | 
|------------------------------------ |  | ----------------------------------------------- | -- | ---- | - | --- | ------------------------------------------- | ----------------------------------- | ------------------- |  | ---- | -------------------------- |  | -------- | --- | ---- |  | ------------------- |  | - | - |  | - | - | 
|                                    
|For the
 Three Months Ended June 30,
|                                     |  |                                                
|(Millions)                           |  |                                                 |    |      |   |     |                                             | Gains (losses) recognized in income |                    
|                                     |  |                                                 |    |      |   |     |                                             |                                    
|                                     |  | Gains (losses)
 recognized in
 AOCI, net of tax |    |      |   |     | Amount
 reclassified from
 AOCI into income |                                     |                     |  |      | Net hedge
 ineffectiveness | 
|                                     |  |                                                 |    |      |   |     |                                             |                                     |                     |  |      |                           
|                                     |  | 2010                                            |    | 2009 |   |     | Location                                    |                                     | 2010                |  | 2009 |                            |  | Location |     | 2010 |  | 2009                | 
|                                     |  |                                                 |    |      |   |     |                                             |                                     |                     |  |      |                            |  |          |     |      |  |                    
|Cash flow hedges:(a)                 |  |                                                 |    |      |   |     |                                             |                                     |                     |  |      |                            |  |          |     |      |  |                     |  |   |   |  |   |   | 
|Interest rate contracts              |  | $                                               |   |      | $ | (3  | )                                           |                                     | Interest expense    |  | $    |                           |  | $        | (17 | )    |  | Other, net expenses |  | $ |  |  | $ | 1 | 
|                                     |  |                                                 |    |      |   |     |                                             |                                     |                     |  |      |                            |  |          |     |      |  |                     |  |   |   |  |   |   | 
|Net investment hedges:               |  |                                                 |    |      |   |     |                                             |                                     |                     |  |      |                            |  |          |     |      |  |                     |  |   |   |  |   |   | 
|Foreign exchange contracts           |  | $                                               | 12 |      | $ | (88 | )                                           |                                     | Other, net expenses |  | $    |                           |  | $        |    |      |  | Other, net expenses |  | $ |  |  | $ |  | 
|                                     | 

|                                   |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                            |   |          |     |      |  |                     |  |   |   |  |   |   | 
|---------------------------------- |  | ----------------------------------------------- | --- | ---- | - | --- | ------------------------------------------- | ----------------------------------- | ------------------- |  | ---- | -------------------------- | - | -------- | --- | ---- |  | ------------------- |  | - | - |  | - | - | 
|                                   | 
|For the Six
 Months Ended June 30, | 
|                                   | 
|(Millions)                         |  |                                                 |     |      |   |     |                                             | Gains (losses) recognized in income |                    
|                                   |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                           
|                                   |  | Gains (losses)
 recognized in
 AOCI, net of tax |     |      |   |     | Amount
 reclassified from
 AOCI into income |                                     |                     |  |      | Net hedge
 ineffectiveness |  
|                                   |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                           
|                                   |  | 2010                                            |     | 2009 |   |     | Location                                    |                                     | 2010                |  | 2009 |                            |   | Location |     | 2010 |  | 2009                | 
|                                   |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                            |   |          |     |      |  |                    
|Cash flow hedges:(a)               |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                            |   |          |     |      |  |                     |  |   |   |  |   |   | 
|Interest rate contracts            |  | $                                               |    |      | $ | (8  | )                                           |                                     | Interest expense    |  | $    | (2                         | ) | $        | (44 | )    |  | Other, net expenses |  | $ |  |  | $ |  | 
|                                   |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                            |   |          |     |      |  |                     |  |   |   |  |   |   | 
|Net investment hedges:             |  |                                                 |     |      |   |     |                                             |                                     |                     |  |      |                            |   |          |     |      |  |                     |  |   |   |  |   |   | 
|Foreign exchange contracts         |  | $                                               | (29 | )    | $ | (68 | )                                           |                                     | Other, net expenses |  | $    |                           |   | $        |    |      |  | Other, net expenses |  | $ |  |  | $ |  | 
|                                   | 

| |     |                                                                                                                                             
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | During the three and six
 months ended June 30, 2010 and 2009, there were no forecasted transactions
 that were no longer probable to occur.

- 10 -

---



Table of Contents

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

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Derivatives Not Designated as Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Credco has
 derivatives that act as economic hedges and are not designated for hedge
 accounting purposes. Foreign currency transactions and non-U.S. dollar cash
 flow exposures from time to time may be partially or fully economically
 hedged through foreign currency contracts, primarily foreign exchange
 forwards, options and cross-currency swaps. These hedges generally mature
 within one year. Foreign currency contracts involve the purchase and sale of
 a designated currency at an agreed upon rate for settlement on a specified
 date. The changes in the fair value of the derivatives effectively offset the
 related foreign exchange gains or losses on the underlying balance sheet
 exposures. From time to time, Credco may enter into interest rate swaps to
 specifically manage funding costs related to American Express proprietary
 card business.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | For
 derivatives that are not designated as hedges, changes in fair value are
 reported in current period earnings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | The
 following table summarizes the impact of derivatives not designated as hedges
 in the Consolidated Statements of Income for the three and six months ended
 June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                                     |  |                                     |                      |  |        |     |      |   |    | 
|------------------------------------ |  | ----------------------------------- | -------------------- |  | ------ | --- | ---- | - | -- | 
|                                     | 
|For the
 Three Months Ended June 30, |  |                                     |                      |  |        |     |      |   |   
|                                     |  |                                     |                     
|(Millions)                           |  | Gains (losses) recognized in income |                     
|                                     |  |                                     |                     
|                                     |  |                                     |                      |  | Amount |    
|                                     |  |                                     |                      |  |        |    
|                                     |  |                                     | Location             |  | 2010   |     | 2009 |  
|                                     |  |                                     |                      |  |        |     |      |  
|Interest
 rate contracts             |  |                                     | Other, net
 expenses |  | $      | 1   |      | $ |   | 
|Foreign
 exchange contracts          |  |                                     | Other, net
 expenses |  |        | (15 | )    |   | 62 | 
|                                     |  |                                     | Interest
 expense    |  |        | 23  |      |   | 7  | 
|                                     |  |                                     |                      |  |        |     |      |   |    | 
|Total                                |  |                                     |                      |  | $      | 9   |      | $ | 69 | 
|                                     |  |                                     |                      |  |        |     |      |   |   

|                                   |  |                                     |                      |   |        |     |      |    |    | 
|---------------------------------- |  | ----------------------------------- | -------------------- | - | ------ | --- | ---- | -- | -- | 
|                                   | 
|For the Six
 Months Ended June 30, |  |                                     |                      |   |        |     |      |    |   
|                                   |  |                                     |                     
|(Millions)                         |  | Gains (losses) recognized in income |                     
|                                   |  |                                     |                     
|                                   |  |                                     |                      |   | Amount |    
|                                   |  |                                     |                      |   |        |    
|                                   |  |                                     | Location             |   | 2010   |     | 2009 |   
|                                   |  |                                     |                      |   |        |     |      |   
|Interest
 rate contracts           |  |                                     | Other, net
 expenses |   | $      | 1   |      | $  |   | 
|Foreign
 exchange contracts        |  |                                     | Other, net
 expenses |   |        | (22 | )    |    | 11 | 
|                                   |  |                                     | Interest
 expense    |   |        | 43  |      |    | 12 | 
|                                   |  |                                     |                      |   |        |     |      |    |    | 
|Total                              |  |                                     |                      | $ | 22     |     | $    | 23 |   
|                                   |  |                                     |                      |   |        |     |      |    |   

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. | Variable Interest Entity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Credco has
 established a VIE, American Express Canada Credit Corporation (AECCC), used
 primarily to loan funds to affiliates. Credco has a shelf registration in
 Canada for a medium-term note program providing for the issuance of notes by
 AECCC. All notes issued under this program are fully guaranteed by Credco.
 These medium-term note issuances are the primary source of financing loans to
 the Canadian affiliate. Credco is considered the primary beneficiary of the
 entity and owns all of the outstanding voting interests and, therefore,
 consolidates the entity in accordance with accounting guidance governing
 consolidation of variable interest entities. Total assets as of June 30, 2010
 and December 31, 2009 were $2.2 billion and $2.3 billion, respectively, and
 are eliminated in consolidation. Total liabilities as of June 30, 2010 and
 December 31, 2009 were $2.2 billion and are recorded in
 long-term debt. The assets of the VIE are not used solely to settle the
 obligations of the VIE. The note holders of the VIE have recourse to Credco.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 7. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The results
 of operations of Credco are included in the consolidated U.S. federal income
 tax return of American Express. Under an agreement with TRS, provision for
 income taxes is recognized on a separate company basis. If benefits for net
 operating losses, future tax deductions and foreign tax credits cannot be
 recognized on a separate company basis, such benefits are then recognized
 based upon a share, derived by formula, of those deductions and credits that
 are recognizable on a TRS consolidated reporting basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | American
 Express is under continuous examination by the Internal Revenue Service (IRS)
 and tax authorities in other countries and states in which American Express
 has significant business operations. The tax years under examination and open
 for examination vary by jurisdiction. In June 2008, the IRS completed its
 field examination of American Express federal tax returns for the years 1997
 through 2002. In July 2009, the IRS completed its field examination of American
 Express federal tax returns for the years 2003 and 2004. However, all of
 these years continue to remain open as a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

- 11 -

---



Table of Contents

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

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | consequence
 of certain issues under appeal. American Express is currently under
 examination by the IRS for the years 2005 through 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | 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.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | The
 following table summarizes Credcos effective tax rate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                       |  |                                    |        |                                  |  |                  |  |  |     |  
|---------------------- |  | ---------------------------------- | ------ | -------------------------------- |  | ---------------- |  |  | --- | -
|                       | 
|                       |  | Three Months Ended 
 June 30, 2010 |        | Six Months Ended 
 June 30, 2010 |  | Full Year 
 2009 | 
|                       |  |                                    |        |                                  |  |                 
|                       |  |                                    |        |                                  |  |                  |  |  |     |  
|Effective
 tax rate(a) |  |                                    | (1.1)% |                                  |  | (3.3)%           |  |  | 2.2 | %
|                       |  |                                    |        |                                  |  |                  |  |  |     |  

| |     |                                                                                                           
| | --- | ----------------------------------------------------------------------------------------------------------
| | (a) | Each of the periods reflects
 recurring, permanent tax benefits in relation to the level of pretax income.

- 12 -

---



Table of Contents

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
 RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Overview                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | American Express Credit
 Corporation (Credco), together with its subsidiaries, is a wholly-owned
 subsidiary of American Express Travel Related Services Company, Inc. (TRS), a
 wholly-owned subsidiary of American Express Company (American Express).                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Credco is engaged in the
 business of financing non-interest-bearing cardmember receivables arising
 from the use of the American Express® Card, the American Express®
 Gold Card, Platinum Card®, Corporate Card and other American
 Express cards issued in the United States and in certain countries outside
 the United States. Credco also finances certain interest-bearing and
 discounted revolving loans generated by cardmember spending on American
 Express credit cards issued in non-U.S. markets, although interest-bearing
 and revolving loans are primarily funded by subsidiaries of TRS other than
 Credco.                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Certain of the statements
 in this Form 10-Q report are forward-looking statements within the meaning of
 the Private Securities Litigation Reform Act of 1995. Refer to the
 Forward-Looking Statements section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Current
 Economic Environment/Outlook                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Results for the second
 quarter of 2010 continued to reflect an improved economic environment.
 Year-over-year cardmember spending volumes grew both in the United States and
 internationally, and across all of American Express businesses, due to both
 higher absolute spending levels and relatively weak volumes last year amidst
 the global economic slowdown. Growth in both the number of transactions and
 average transaction size contributed to the higher spending. Double-digit
 spending growth as compared to last year continued into the third quarter of
 2010 through July. Such growth rate was down slightly from June of 2010
 reflecting a more challenging year-over-year comparison.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Credit trends continued to
 be favorable in the quarter. American Express charge card write-off and
 delinquency rates in the United States and internationally declined as
 compared to prior periods, and American Express plans to maintain its
 investments in the business at substantial levels to the extent the benefits
 from its credit performance continue.                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Despite the improved economic
 environment and the favorable spending and credit trends discussed above,
 Credco recognizes that certain challenges remain including high unemployment
 levels, uncertainty in customer behavior, and the legislative and regulatory
 environment, including the uncertain impact of the Credit Card Accountability
 Responsibility and Disclosure Act of 2009 (CARD Act) and the recently enacted
 Dodd-Frank Wall Street Reform and Consumer Protection Act (Reform Act).                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Results
 of Operations for the Six Months Ended June 30, 2010 and 2009                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Pretax income depends
 primarily on the volume of cardmember receivables and loans purchased, the
 discount factor used to determine purchase price, interest earned, interest
 expense and the collectibility of cardmember receivables and loans purchased.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | Credcos consolidated net
 income increased 15 percent to $187 million for the six months ended June 30,
 2010, as compared to $162 million for the six months ended June 30, 2009. The
 year-over-year increase was due to decreases in other, net expenses, interest expense, and the provision for
 losses as well as higher recoveries, partially offset by a decrease in
 discount revenue.                                                                                                                                                                                                                                                                                                                  

- 13 -

---



Table of Contents

| |                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table summarizes the changes attributable to the increase
 (decrease) in key revenue and expense accounts for the six months ended June
 30, 2010 and 2009:

|                                                                          |  |      |      |      |   |      |  
|------------------------------------------------------------------------- |  | ---- | ---- | ---- | - | ---- | -
|                                                                          |  |      |      |      |   |      |  
|(Millions)                                                                |  | 2010 |      | 2009 |  
|                                                                          |  |      |      |      |  
|Discount revenue earned from purchased
 cardmember receivables and loans: |  |      |      |      |   |      |  
|Volume of receivables and loans purchased                                 |  | $    | 144  |      | $ | (756 | )
|Discount rates                                                            |  |      | (293 | )    |   | (112 | )
|                                                                          |  |      |      |      |   |      |  
|Total                                                                     |  | $    | (149 | )    | $ | (868 | )
|                                                                          |  |      |      |      |   |      |  
|Interest
 income from affiliates:                                         |  |      |      |      |   |      |  
|Average loans to affiliates                                               |  | $    | (2   | )    | $ | (41  | )
|Interest rates                                                            |  |      | 3    |      |   | (122 | )
|                                                                          |  |      |      |      |   |      |  
|Total                                                                     |  | $    | 1    |      | $ | (163 | )
|                                                                          |  |      |      |      |   |      |  
|Interest
 income from investments:                                        |  |      |      |      |   |      |  
|Average investments outstanding                                           |  | $    | (47  | )    | $ | 55   |  
|Interest rates                                                            |  |      | 9    |      |   | (141 | )
|                                                                          |  |      |      |      |   |      |  
|Total                                                                     |  | $    | (38  | )    | $ | (86  | )
|                                                                          |  |      |      |      |   |      |  
|Finance
 revenue:                                                         |  |      |      |      |   |      |  
|Average cardmember loans outstanding                                      |  | $    |     |      | $ | 3    |  
|Interest rates                                                            |  |      | (5   | )    |   | 5    |  
|                                                                          |  |      |      |      |   |      |  
|Total                                                                     |  | $    | (5   | )    | $ | 8    |  
|                                                                          |  |      |      |      |   |      |  
|Interest
 expense:                                                        |  |      |      |      |   |      |  
|Average debt outstanding                                                  |  | $    | (25  | )    | $ | (267 | )
|Interest rates                                                            |  |      | (35  | )    |   | (131 | )
|                                                                          |  |      |      |      |   |      |  
|Total                                                                     |  | $    | (60  | )    | $ | (398 | )
|                                                                          |  |      |      |      |   |      |  
|Interest
 expense to affiliates:                                          |  |      |      |      |   |      |  
|Average debt outstanding                                                  |  | $    | (17  | )    | $ | 9    |  
|Interest rates                                                            |  |      | (7   | )    |   | (132 | )
|                                                                          |  |      |      |      |   |      |  
|Total                                                                     |  | $    | (24  | )    | $ | (123 | )
|                                                                          |  |      |      |      |   |      |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Discount Revenue Earned from Purchased Cardmember Receivables and
 Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Discount
 revenue decreased 39 percent or $149 million to $232 million for the six
 months ended June 30, 2010, as compared to $381 million for the same period
 in 2009, due to a decrease in discount rates, partially offset by an increase
 in the volume of receivables purchased. Volume of receivables purchased for
 the six months ended June 30, 2010 increased 36 percent from $55 billion for
 the same period in 2009 to $75 billion, primarily due to increased cardmember
 spending. Discount rates, which vary over time due to changes in market
 interest rates or changes in the collectibility of cardmember receivables,
 decreased an average of 39 basis points from 0.70 percent in the six months
 ended June 30, 2009 to 0.31 percent for the six months ended June 30, 2010.
 This decrease was attributable to a decrease in both market interest rates
 and the provisions for losses.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Interest Income from Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Interest
 income from affiliates remained flat for the six months ended June 30, 2010,
 as compared to the same period in 2009. The average loan balances with
 affiliates were $9.9 billion and $10.0 billion in the six months ended June
 30, 2010 and 2009, respectively. The average annualized interest rate charged
 to affiliates increased 6 basis points from 4.37 percent for the six months
 ended June 30, 2009 to 4.43 percent for the six months ended June 30, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Interest Income from Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Interest
 income from investments decreased 67 percent or $38 million to $19 million
 for the six months ended June 30, 2010, as compared to $57 million for the
 same period in 2009. The year-over-year decrease was driven by a decrease in
 the average available-for-sale securities and short-term investment balances,
 partially offset by an increase in interest rates. The total average
 investment balances were $2.1 billion and $12.3 billion in the six months
 ended June 30, 2010 and 2009, respectively.                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Finance Revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Finance revenue decreased 20 percent or $5 million to $20 million
     for the six months ended June 30, 2010 as compared to $25 million for the
     same period in 2009. The year-over-year decrease was driven by a decrease
     in average interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

- 14 -

---



Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Other, net expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Other, net
 expenses, which was a benefit of $(30) million for the six months ended June
     30, 2010, decreased $77 million  from the previous years
     $47 million expense  in other, net expenses, partly due to a charge
     of $54 million as a result of changes in the fair value of certain
foreign exchange forward contracts that are economic hedges to foreign
currency exposures of net investments in consolidated subsidiaries. In addition,
     a favorable impact related to hedge ineffectiveness resulted in a gain of
     $20 million in 2010 as compared to a gain of $6 million in 2009.                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Provisions for Losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | The
 provisions for losses decreased 31 percent or $33 million to $74 million for
 the six months ended June 30, 2010, as compared to $107 million for the same
 period in 2009. The decrease was primarily driven by improved credit
 performance within the underlying portfolio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Effective January 1, 2010,
 American Express revised the time period in which past due cardmember
 receivables for its International Card Services and Global Commercial
 Services segments are written off to 180 days past due or earlier, consistent
 with applicable bank regulatory guidance. Previously, these cardmember
 receivables were written off when they were 360 days past billing.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Interest Expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Interest
 expense decreased 19 percent or $60 million to $258 million for the six
 months ended June 30, 2010 as compared to $318 million for the same period in
 2009, due to a decrease in both interest rates and average debt outstanding.
 The 2.60 percent effective annualized interest rate on average debt
 outstanding as of June 30, 2010 was 36 basis points lower than the 2.96
 percent effective rate for the same period in 2009.                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Interest Expense to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Interest
 expense to affiliates decreased 75 percent or $24 million to $8 million for
 the six months ended June 30, 2010 as compared to $32 million for the same
 period in 2009, due to a decrease in both interest rates and average debt
 outstanding. The effective annualized interest rate on average debt due to
 affiliates as of June 30, 2010 decreased 28 basis points from 0.59 percent in
 2009 to 0.31 percent in 2010.                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Credcos
 effective tax rate for the six months ended June 30, 2010 and 2009 was (3.3)
 percent and 8.5 percent, respectively. Each of the periods reflects recurring
 permanent tax benefits in relation to the level of pretax income. Credcos
 effective tax rate reflects the favorable impact of the consolidated tax
 benefit related to its ongoing funding activities outside the U.S. The
 availability of this benefit in future years is largely dependent on a
 provision of the United States Internal Revenue Code that Congress has not
 yet acted to extend. Refer to Forward-Looking Statements for further
 discussion of this provision.                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Cardmember Receivables and Cardmember Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | As of June
 30, 2010 and December 31, 2009, Credco owned $12.4 billion and $9.9 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
 Receivable Corporations (CRC) purchases of the participation interests from
 American Express Receivables Financing Corporation V LLC (RFC V) in
 conjunction with TRS securitization program. As of June 30, 2010 and
 December 31, 2009, CRC owned approximately $4.2 billion and $2.9 billion,
 respectively, of such participation interests.                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Cardmember
 receivables owned as of June 30, 2010 increased approximately $2.5 billion
 from December 31, 2009, primarily as a result of an increase in cardmember
 receivables purchased driven by an increase in the sellers interest in
 the American Express Issuance Trust (AEIT) during the six months ended June
 30, 2010. In conjunction with TRS securitization program, Credco, through
 its wholly-owned subsidiary, CRC, purchases participation interests from RFC
 V, a wholly-owned subsidiary of TRS that receives an undivided, pro rata interest
 in cardmember receivables transferred to AEIT by TRS. Due to maturities
 of certain debt issued by AEIT, RFC Vs interest in AEIT increased and
 accordingly Credcos participation interests from RFC V increased, resulting
 in an increase in Credcos cardmember receivables purchased.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | As of June 30, 2010 and
 December 31, 2009, Credco owned cardmember loans totaling $453 million and
 $474 million, respectively. These loans consist of certain interest-bearing
 receivables comprised of American Express and American Express joint venture
 credit card receivables.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 15 -

---



Table of Contents

| |                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table summarizes selected information related to the cardmember
 receivables portfolio as of and for the six months ended June 30:

|                                                               |  |      |        |      |   |       |  
|-------------------------------------------------------------- |  | ---- | ------ | ---- | - | ----- | -
|                                                               |  |      |        |      |   |       |  
|(Millions, except percentages)                                 |  | 2010 |        | 2009 |  
|                                                               |  |      |        |      |   |       |  
|                                                               |  |      |        |      |   |       |  
|Total cardmember
 receivables                                  |  | $    | 12,350 |      | $ | 9,038 |  
|Loss reserves  cardmember
 receivables                        |  | $    | 118    |      | $ | 160   |  
|Loss reserves as a % of
 receivables                           |  |      | 1.0    | %    |   | 1.8   | %
|Average life of cardmember
 receivables (in days)(a)           |  |      | 29     |      |   | 30    |  
|                                                               |  |      |        |      |   |       |  
|U.S. Consumer and Small
 Business                              |  |      |        |      |   |       |  
|Cardmember receivables                                         |  | $    | 3,912  |      | $ | 1,997 |  
|30 days past due as a % of
 total                              |  |      | 1.4    | %    |   | 2.1   | %
|Average receivables                                            |  | $    | 3,559  |      | $ | 1,981 |  
|Write-offs, net of
 recoveries                                 |  | $    | 26     |      | $ | 36    |  
|Net write-off rate(b)                                          |  |      | 1.5    | %    |   | 3.7   | %
|                                                               |  |      |        |      |   |       |  
|International and Global
 Commercial cardmember receivables(c) |  | $    | 8,438  |      | $ | 7,041 |  
|90 days past billing as a %
 of total(c)                       |  |      | 1.2    | %    |   | 2.1   | %
|Write-offs, net of
 recoveries(c)                              |  | $    | 85     |      | $ | 94    |  
|Net loss ratio(c)(d)                                           |  |      | 0.16   | %    |   | 0.21  | %
|                                                               |  |      |        |      |   |       |  

| |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                              | Represents the average life of cardmember receivables
 owned by Credco, based upon the ratio of the average amount of both billed
 and unbilled receivables owned by Credco at the end of each month, during the
 years indicated, to the volume of cardmember receivables purchased by Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                              | Credcos write-offs, net of recoveries, are expressed
 as a percentage of the average amount of cardmember receivables owned by
 Credco at the beginning of the year and at the end of each month in each of
 the six month periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c)                                                                                                                              | Effective January 1, 2010, American Express revised
 the time period in which past due cardmember receivables for its
 International Card Services and Global Commercial Services segments are
 written off to when they are 180 days past due or earlier, consistent with
 applicable bank regulatory guidance and the write-off methodology adopted for
 U.S. Consumer and Small Business receivables in the fourth quarter of 2008.
 Previously, these cardmember receivables were written off when they were 360
 days past billing. Therefore, the net write-offs for the six months ended
 June 30, 2010 include net write-offs resulting from this write-off
 methodology change, which increased the net loss ratio and decreased the 90
 days past billing metric for these cardmember receivables but did not have a
 significant impact on provisions for losses.
| |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (d)                                                                                                                              | Credcos write-offs, net of recoveries, are expressed
 as a percentage of the volume of cardmember receivables purchased by Credco
 in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Reserves for Cardmember Receivables and
 Cardmember Loans                                                                       
| |                                                                                                                                 
| | The
 following is an analysis of the reserves for cardmember receivables and
 cardmember loans for the six months ended June 30:

|                           |  |      |      |      |   |      |  
|-------------------------- |  | ---- | ---- | ---- | - | ---- | -
|                           |  |      |      |      |   |      |  
|(Millions)                 |  | 2010 |      | 2009 |  
|                           |  |      |      |      |  
|                           |  |      |      |      |   |      |  
|Balance, January 1         |  | $    | 160  |      | $ | 218  |  
|Provisions for losses      |  |      | 74   |      |   | 107  |  
|Accounts written-off(a)(b) |  |      | (119 | )    |   | (138 | )
|Other(c)                   |  |      | 19   |      |   | (10  | )
|                           |  |      |      |      |   |      |  
|Balance, June 30           |  | $    | 134  |      | $ | 177  |  
|                           |  |      |      |      |   |      |  

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on accounts previously
 written-off of $64 million and $39 million during the six months ended June
 30, 2010 and 2009, respectively. As described above, effective January 1,
 2010, Credco revised the time period in which past due International and
 Global Commercial cardmember receivables are written off to when they are 180
 days past due or earlier, consistent with applicable bank regulatory
 guidance. Previously, International and Global Commercial cardmember
 receivables were written off when they were 360 days past billing. Therefore,
 the net write-offs for the six months ended June 30, 2010 include net
 write-offs resulting from this write-off methodology change.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | Includes $111 million of cardmember receivable net
 write-offs and $8 million of cardmember loan net write-offs during the six
 months ended June 30, 2010. Includes $130 million of cardmember receivable
 net write-offs and $8 million of cardmember loan net write-offs during the
 six months ended June 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | Includes reserve balances applicable to new groups of
 cardmember receivables and loans purchased from TRS and certain of its
 subsidiaries and participation interests purchased from affiliates offset by
 reserve balances applicable to certain groups of cardmember receivables and
 participation interests sold to affiliates.                                                                                                                                                                                                                                                                                                                                                                                      

- 16 -

---



Table of Contents

| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Loans to Affiliates                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                    
| | Credcos
 loans to affiliates represent fixed and floating rate interest-bearing
 intercompany borrowings by other wholly-owned subsidiaries of TRS. Components
 of loans to affiliates as of June 30, 2010 and December 31, 2009 were as
 follows:

|                                            |  |      |       |      |   |        | 
|------------------------------------------- |  | ---- | ----- | ---- | - | ------ | 
|                                            |  |      |       |      |   |        | 
|(Millions)                                  |  | 2010 |       | 2009 |  
|                                            |  |      |       |      |   |        | 
|                                            |  |      |       |      |   |        | 
|TRS Subsidiaries:                           |  |      |       |      |   |        | 
|American Express Australia Limited          |  | $    | 3,370 |      | $ | 3,687  | 
|Amex Bank of Canada                         |  |      | 2,794 |      |   | 2,728  | 
|American Express Services Europe Limited    |  |      | 2,572 |      |   | 2,710  | 
|American
 Express Co. (Mexico) S.A. de C.V. |  |      | 451   |      |   | 432    | 
|American Express Bank (Mexico) S.A.         |  |      | 365   |      |   | 349    | 
|American Express International, Inc.        |  |      | 338   |      |   | 221    | 
|                                            |  |      |       |      |   |        | 
|                                            |  |      |       |      |   |        | 
|Total                                       |  | $    | 9,890 |      | $ | 10,127 | 
|                                            |  |      |       |      |   |        | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Due to/from Affiliates                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | As of June
 30, 2010 and December 31, 2009, amounts due to affiliates were $716 million
 and $864 million, respectively. As of June 30, 2010 and December 31, 2009,
 amounts due from affiliates were $4.1 billion and $5.8 billion, respectively.
 These amounts relate primarily to timing differences resulting from the
 purchase of cardmember receivables net of remittances from TRS, as well as to
 operating activities.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Short-term Debt to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Components
 of short-term debt to affiliates as of June 30, 2010 and December 31, 2009
 were as follows:                                                                                                                                                                                                                                                                                                                         

|                                              |  |      |       |      |   |       | 
|--------------------------------------------- |  | ---- | ----- | ---- | - | ----- | 
|                                              |  |      |       |      |   |       | 
|(Millions)                                    |  | 2010 |       | 2009 |  
|                                              |  |      |       |      |   |       | 
|AE Exposure Management Ltd                    |  | $    | 2,260 |      | $ | 2,087 | 
|American Express                              |  |      | 1,771 |      |   | 948   | 
|American Express Europe Limited               |  |      | 355   |      |   | 150   | 
|American Express Holdings (Netherlands)
 C.V. |  |      | 294   |      |   | 294   | 
|National Express Company, Inc.                |  |      | 160   |      |   | 142   | 
|American Express Publishing Corp.             |  |      | 48    |      |   | 55    | 
|Other                                         |  |      | 259   |      |   | 217   | 
|                                              |  |      |       |      |   |       | 
|Total                                         |  | $    | 5,147 |      | $ | 3,893 | 
|                                              |  |      |       |      |   |       | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Short-term
 debt to affiliates consists primarily of master note agreements for which
 there is no stated term. Credco does not expect any changes to its short-term
 funding strategies with affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Service Fees to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Certain
 affiliates do not explicitly charge Credco a servicing fee for the servicing
 of receivables purchased. Instead Credco receives a lower discount rate on
 the receivables sold to Credco than would be the case if servicing fees were
 charged explicitly, as the discount rate on receivables purchased by Credco
 is adjusted to generate income for Credco that is sufficient to maintain its
 minimum fixed charge coverage ratio. If a servicing fee were charged by these
 other affiliates from which Credco purchases receivables, servicing fees to
 affiliates would have been higher by approximately $36 million for the six
 months ended June 30, 2010 and 2009, respectively. Correspondingly, discount
 revenue would have increased by approximately the same amounts in these
 periods.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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 satisfy all maturing financing obligations for
 at least a 12-month period should some or all of its funding sources become
 inaccessible.

- 17 -

---



Table of Contents

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Funding Strategy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Credco seeks
 to maintain broad and well-diversified funding sources to allow it to meet
 its maturing obligations, cost-effectively finance current and future asset
 growth, as well as to maintain a strong liquidity profile. The diversity of
 funding sources by type of debt instrument, by maturity and by investor base,
 among other factors, provides additional insulation from the impact of
 disruptions in any one type of debt, maturity or investor. The mix of
 Credcos funding in any period will seek to achieve cost-efficiency
 consistent with both maintaining diversified sources and achieving its
 liquidity objectives. Credcos funding strategy and activities are integrated
 into its asset-liability management activities.                                                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Credco, like
 many financial services companies, has historically relied on the debt
 capital markets to fulfill a substantial amount of its funding needs. It has
 a variety of funding sources available to access the debt capital markets,
 including senior unsecured debentures and commercial paper. One of the
 principal tenets of Credcos funding strategy is to issue debt with a wide
 range of maturities to reduce and distribute its refinancing requirements in
 future periods. Credco continues to assess its funding needs and investor
 demand and could change the mix of its existing sources as well as add new
 sources to its funding mix. Credcos funding plan is subject to various risks
 and uncertainties, such as the disruption of financial markets, market
 capacity and demand for securities offered by Credco as well as any
 regulatory changes or changes in its long-term or short-term credit ratings.
 Many of these risks and uncertainties are beyond Credcos control.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Credcos
 funding strategy is to raise funds to meet all financing obligations,
 including seasonal and other working capital needs, while maintaining access
 to a sufficient amount of its own and its affiliates cash and
 readily-marketable securities that are easily convertible to cash, in order
 to be able to satisfy all long-term funding maturities for a 12-month period.
 Credco has $2.9 billion of unsecured long-term debt that will mature by June
 30, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Credcos
 liquidity and funding strategy is designed, among other things, to maintain
 appropriate and stable unsecured debt ratings from the major credit rating
 agencies, including Moodys Investor Services (Moodys), Standard &
 Poors (S&P), Fitch Ratings (Fitch) and Dominion Bond Rating Service
 (DBRS). Such ratings support Credcos access to cost effective unsecured
 funding as part of its overall financing programs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Credcos
 Short-term ratings, Long-term ratings and Outlook as disclosed by the four
 major credit rating agencies are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Credit
      Agency
    Short-Term
      Ratings
    Long-Term
      Ratings
    OutlookDBRS
    R-1 (middle)
    A (high)
    StableFitch
    F1
    A+
    Stable(a)Moodys
    Prime-1
    A2
    StableS&P
    A-2
    BBB+
    Stable


| |  |     |                                                                              
| |  | --- | -----------------------------------------------------------------------------
| |  | (a) | In April 2010 Fitch revised
 its ratings outlook from Negative to Stable.

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | A downgrade
 in Credcos debt rating could result in higher interest expense on Credcos
 unsecured debt, as well as higher fees related to borrowings under its unused
 lines of credit. In addition to increased funding costs, declines in credit
 ratings could also reduce Credcos borrowing capacity in the unsecured term
 debt and commercial paper markets. The overall
 level of the funding provided by Credco to American Express Centurion Bank
 and American Express Bank, FSB (together, the Banks), and other American
 Express subsidiaries, is impacted by a variety of factors, among them
 Credcos ratings. To the extent Credco is subject to a higher cost of funds,
 whether due to an adverse ratings action or otherwise, the Banks and Credcos
 other affiliates could continue to use, or could increase their use of,
 alternative sources of funding for their receivables that offer better
 pricing.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Short-term Funding Programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Credcos
 primary short-term funding program, the issuance and sale of commercial
 paper, is used mainly to meet working capital needs, such as managing
 seasonal variations in receivable balances. The amount of short-term
 borrowing issued in the future will depend on Credcos funding strategy, its needs
 and market conditions. As of June 30, 2010 and December 31, 2009, Credco had
 $1.4 billion and $1.0 billion of commercial paper outstanding, respectively. The average
 commercial paper outstanding was $0.8 billion and $2.0 billion during the six
 months ended June 30, 2010 and the year ended December 31, 2009,
 respectively.                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Based on the
 maximum available borrowings under committed third-party bank credit
 facilities and investment securities, Credcos total liquidity coverage of
 net short-term borrowings was in excess of 100 percent as of both June 30,
 2010 and December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

- 18 -

---



Table of Contents

| |  |                                                                                                  
| |  | -------------------------------------------------------------------------------------------------
| |  | The
 following table presents selected statistics regarding Credco commercial
 paper outstanding:

Outstanding Balance (Billions) as
      of:Period
    
    
    Ending
    
    Average
    
    Minimum
    
    MaximumQ108
    
    
    $
    14.1
    
    $
    11.6
    
    $
    10.3
    
    $
    14.1Q208
    
    
    
    12.6
    
    
    13.2
    
    
    11.5
    
    
    14.7Q308
    
    
    
    9.2
    
    
    10.9
    
    
    9.2
    
    
    12.1Q408
    
    
    
    7.3
    
    
    7.3
    
    
    4.4
    
    
    9.0Q109
    
    
    
    1.8
    
    
    3.7
    
    
    1.4
    
    
    7.4Q209
    
    
    
    1.4
    
    
    1.5
    
    
    1.2
    
    
    2.0Q309
    
    
    
    1.1
    
    
    1.1
    
    
    0.9
    
    
    1.3Q409
    
    
    
    1.0
    
    
    0.8
    
    
    0.6
    
    
    1.1Q110
    
    
    
    0.9
    
    
    0.8
    
    
    0.6
    
    
    1.0Q210
    
    
    
    1.4
    
    
    0.9
    
    
    0.8
    
    
    1.4


| |  |                                                                                                                                                                                                                              
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Long-term Debt 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 as of June 30, 2010 and December 31,
 2009:                                                                                                                             

|                            |  |      |      |      |   |      | 
|--------------------------- |  | ---- | ---- | ---- | - | ---- | 
|                            |  |      |      |      |  
|(Billions)                  |  | 2010 |      | 2009 |  
|                            |  |      |      |      |  
|Long-term
 debt outstanding |  | $    | 18.3 |      | $ | 19.5 | 
|Average
 long-term debt     |  | $    | 18.8 |      | $ | 18.8 | 
|                            |  |      |      |      |   |      | 

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Credco has
 the ability to issue debt securities under shelf registrations filed with the
 Securities and Exchange Commission (SEC). The latest shelf registration statement
 filed with the SEC is for an unspecified amount of debt securities to be
 issued. During the six months ended June 30, 2010, Credco did not issue any
 debt securities under its SEC shelf registration statement. As of June 30,
 2010 and December 31, 2009, Credco had $10.2 billion and $11.1 billion of
 outstanding debt securities issued under the SEC registration statements.                                                                                                 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Credco, in
 conjunction with certain subsidiaries of American Express, has established a
 program for the issuance of debt instruments outside the United States, which
 is listed on the Luxembourg Stock Exchange. The maximum aggregate principal
 amount of debt instruments outstanding at any one time under the program
 cannot exceed $50.0 billion. During the six months ended June 30, 2010, no
 notes were issued under this program. As of June 30, 2010, $2.5 billion was
 outstanding under this program, of which $2.0 billion was issued by Credco.
 The prospectus for this program expired on July 28, 2010 and will be renewed
 in 2010.          
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | Credco has
 also established a program in Australia for the issuance of debt securities
 of up to approximately $5.2 billion. During the six months ended June 30,
 2010, no notes were issued under this program. As of June 30, 2010 and
 December 31, 2009, approximately $4.8 billion and $4.6 billion of notes were
 available for issuance under this program and $390 million and $806 million
 of notes was outstanding, respectively.                                                                                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | As of June
 30, 2010, Credco maintained a shelf registration in Canada for a medium-term
 note program providing for the issuance when necessary of up to approximately
 $3.4 billion of notes by American Express Canada Credit Corporation (AECCC),
 an indirect wholly-owned subsidiary of Credco. All notes issued under this
 shelf registration are guaranteed by Credco. During the six months ended June
 30, 2010, no notes were issued under this program. As of June 30, 2010 and
 December 31, 2009, AECCC had $2.2 billion outstanding under this program. The
 financial results of AECCC are included in the consolidated financial results
 of Credco.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |  | The most
 restrictive limitation on Credcos ability to pay dividends to its parent
 imposed by the covenants of debt instruments issued by Credco is the
 requirement that Credco maintain a minimum consolidated net worth of $50
 million. During the six months ended June 30, 2010, Credco paid $95 million
 cash dividends to TRS. There are no significant covenant restrictions on the
 ability of Credco to obtain funds from its subsidiaries by dividend or loan.
 Additionally, there are no limitations on the amount of debt that can be
 issued by Credco, provided it maintains the minimum required fixed charge
 coverage ratio of 1.25.            

- 19 -

---



Table of Contents

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 additional liquidity through intercompany borrowing arrangements, to
 satisfy all maturing funding obligations for a period of 12 months, in
 addition to having access to significant additional contingency liquidity
 sources. This objective is managed by regularly accessing capital through a
 broad and diverse set of funding programs, as well as by maintaining a variety
 of contingent sources of cash and financing, such as access to
 securitizations of cardmember receivables through sales of receivables to TRS
 for securitization by RFC V and AEIT, as well as committed bank facilities.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Credco
 maintains a liquidity plan that enables it to continuously meet its financing
 obligations even when access to its primary funding sources becomes impaired
 or markets become inaccessible.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Cash and Readily-Marketable Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | As of June
 30, 2010, Credco had cash and cash equivalents of approximately $81 million
 as well as $1.8 billion of readily-marketable securities. These investments
 are of high credit quality and are highly liquid short-term instruments and
 longer-term U.S. government-sponsored enterprise debt. These instruments
 either mature prior to the maturity of borrowings that will occur within the
 next 12 months, or could be sold or pledged under sale/repurchase agreements
 to raise cash. In addition to its actual holdings of cash and
 readily-marketable securities, Credco maintains access to additional
 liquidity, in the form of cash and cash equivalents held by certain
 affiliates, through intercompany loan agreements.                              
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | The yield
 Credco receives on its cash and readily-marketable securities is generally
 less than the interest expense on the sources of funding for these balances.
 Thus, Credco incurs substantial net interest costs on these amounts. The
 level of net interest costs will be dependent on the size of its cash and
 readily-marketable securities holdings, as well as the difference between its
 cost of funding these amounts and their investment yields.                                                                                                                                                                                                                                                                                                               
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Committed Bank Credit Facilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | Credco
 maintained the following committed bank credit facilities as of June 30,
 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|            |  |                   |     |        |   |       |     |   |      |  
|----------- |  | ----------------- | --- | ------ | - | ----- | --- | - | ---- | -
|            |  |                   |     |        |   |       |    
|(Billions)  |  | American
 Express |     | Credco |   | Total |    
|            |  |                   |     |        |   |       |    
|Committed   |  | $                 | 1.3 |        | $ | 9.8   | (a) | $ | 11.1 |  
|            |  |                   |     |        |   |       |     |   |      |  
|Outstanding |  | $                 |    |        | $ | (3.5  | )   | $ | (3.5 | )
|            |  |                   |     |        |   |       |     |   |      |  

| |  |                                                               |                                                                                                                                                                   
| |  | ------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (a)                                                           | Credco has the right to
 borrow a maximum amount of $11.1 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(a)    |  | $ | 1.9  | 
|2011       |  |   | 2.7  | 
|2012       |  |   | 6.5  | 
|           |  |   |      | 
|Total      |  | $ | 11.1 | 
|           |  |   |      | 

| |  |     |                                                                  
| |  | --- | -----------------------------------------------------------------
| |  | (a) | These credit facilities were
 allowed to expire on July 30, 2010.

| |  |                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 to fixed charges. The ratio of earnings to fixed charges
 for Credco was 1.68 for the six months ended June 30, 2010. The ratio of
 earnings to fixed charges for American Express for the six months ended June
 30, 2010 was 3.28.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | Committed
 bank credit facilities do not contain material adverse change clauses that
 would preclude borrowing under the credit facilities. Additionally, the
 facilities may not be terminated should there be a change in Credcos credit
 rating.                                                                                                                                                        
| |  |                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | In
 consideration of all its funding sources, Credco believes it would have the
 liquidity to satisfy all maturing obligations for at least a 12-month period
 in the event that access to the secured and unsecured fixed income capital
 markets is completely interrupted for that length of time. These events are
 not considered likely to occur.                                                      

- 20 -

---



Table of Contents

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Forward-Looking Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Various
 statements have been made in this Quarterly Report on Second Quarter 2010
 Form 10-Q that may constitute forward-looking statements within the meaning
 of the Private Securities Litigation Reform Act of 1995. Forward-looking
 statements may also be made in Credcos other reports filed with or furnished
 to the SEC and in other documents. In addition, from time to time, Credco,
 through its management, may make oral forward-looking statements.
 Forward-looking statements are subject to risks and uncertainties, including
 those identified below, which could cause actual results to differ materially
 from such statements. The words believe, expect, anticipate,
 optimistic, intend, plan, aim, will, may, should, could,
 would, likely and similar expressions are intended to identify
 forward-looking statements. Credco cautions you that the risk factors
 described below are not exclusive. There may also be other risks that Credco
 is unable to predict at this time that may cause actual results to differ
 materially from those in forward-looking statements. Readers are cautioned
 not to place undue reliance on these forward-looking statements, which speak
 only as of the date on which they are made. Credco undertakes no obligation
 to update or revise any forward-looking statements.
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Factors that
 could cause actual results to differ materially from Credcos forward-looking
 statements include, but are not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | credit
 trends, which will depend in part on the economic environment, including,
 among other things, the housing market and the rates of bankruptcies, which
 can affect spending on card products and debt payments by individual and
 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 impact
 of the CARD Act, and the impact of the Reform Act, which is subject to
 further extensive rulemaking, the implications of which are not fully known
 at this time;                                                                                                           
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the effect
 of fluctuating interest rates, which could affect Credcos borrowing costs;                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the impact
 on American Express business resulting from continuing geopolitical
 uncertainty;                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Credcos
 ability to satisfactorily remediate (i) the accounting errors that resulted
 in restatements or (ii) its material weakness in internal control over
 financial reporting;                                                                                                                                                                                                                                                                                                                                
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Credcos
 ability to satisfy its liquidity needs and execute on its funding plans,
 which will depend on, among other things, Credcos future business growth,
 its credit ratings, market capacity and demand for securities offered by
 Credco, performance by Credcos counterparties under its bank credit
 facilities and other lending facilities and regulatory changes, including
 adoption of changes to the policies, rules and regulations of the Board of
 Governors of the Federal Reserve System; and
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Credcos
 results of operations being adversely impacted by various proposals to reform
 the taxation of income earned by U.S. companies international business
 operations and by other legislative action or inaction, including the
 potential failure of the United States Congress to extend the active financing
 exception to Subpart F of the Internal Revenue Code.                                                                                                                                      
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | OTHER
 REPORTING MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Accounting Developments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | Refer to
 Recently Issued Accounting Standards section of Note 1 to the Consolidated
 Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

- 21 -

---



Table of Contents

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 4. | CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | Evaluation
of Disclosure Controls and Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | Credcos
 management, with the participation of Credcos Chief Executive Officer and
 Chief Financial Officer, has evaluated the effectiveness of Credcos
 disclosure controls and procedures (as such term is defined in Rules
 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
 (Exchange Act)) as of the end of the period covered by this report. Based on
 such evaluation, Credcos Chief Executive Officer and Chief Financial Officer
 have concluded that Credcos disclosure controls and procedures were
 effective as of June 30, 2010.                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | On March 31,
 2010 Credco filed an amendment to its Quarterly Report on Form 10-Q for the
 quarterly period ended September 30, 2009 (Third Quarter 2009 Form 10-Q/A) to
 restate its Consolidated Statement of Cash Flows for the nine months ended
 September 30, 2009. The restatement was to correct an overstatement of cash
 flows from investing activities and an equal and offsetting understatement of
 cash flows from operating activities, as further explained below. The
 restatement did not impact Credcos previously reported overall net change in
 cash and cash equivalents in its Consolidated Statement of Cash Flows, or
 Credcos Consolidated Balance Sheet or Consolidated Statement of Income, for
 the period presented.                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | The
 restatement was the result of a correction of a manual error in the
 classification of cash flows pertaining to amounts Due from Affiliates. The
 error resulted from an incorrect identification of cash flows between
 investing and operating activities from transactions between Credco and its
 affiliates. As a result, a cash outflow from investing activities was
 inadvertently recorded as a cash inflow, with an equal and offsetting error
 in cash flow from operating activities. The error resulted in an
 overstatement of cash from investing activities of $3.9 billion and an
 understatement of cash from operating activities of $3.9 billion. This error
 was identified by management in the course of preparing the Consolidated
 Statement of Cash Flows for Credcos 2009 Annual Report on Form 10-K and
 brought immediately to the attention of the internal and external auditors.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | Following a
 review of its controls and processes, Credcos management has determined that
 it did not maintain effective controls over the preparation and review of its
 Consolidated Financial Statements. Accordingly, Credcos management concluded
 that this deficiency constituted a material weakness.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | Remediation
 Steps to Address Material Weaknesses in Internal Controls                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | Credco has
 instituted the following new controls to address the deficiency around the
 preparation and review of its financial statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Cross-training
 of Credco accounting personnel and introduction of more senior personnel to
 the accounting and control processes;                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Enhanced
 monitoring of control effectiveness by American Express internal control
 specialists;                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Improving
 the spreadsheet controls for the preparation of the Consolidated Financial
 Statements;                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Developing
 refreshed training for preparers and reviewers of financial statement items;
 and                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Enhancing
 managements review and analysis of key financial statement items, footnotes
 and disclosures, including formal documentation of composition and trend analysis
 for all financial statement line items.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | Based on the
 foregoing, management believes that, as of the filing date of this Form 10-Q
 for the three and six months ended June 30, 2010, the consolidated financial
 statements included herein fairly present, in all material respects, Credcos
 financial condition, results of operations and cash flows for the periods
 presented. While additional controls continue to be
 implemented to further strengthen the preparation and review of its financial
 statements, Credcos management has determined that the material weakness
 in internal controls has been remediated.                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | Changes in
 Internal Control over Financial Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                    
|        | There were
 changes to Credcos internal control over financial reporting relating to
 remediation measures as described above that occurred during the three months
 ended June 30, 2010 and through the date of this filing that have had a
 material effect, or are reasonably likely to have a material effect, on
 Credcos internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

- 22 -

---



Table of Contents

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|PART II. | OTHER INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|ITEM 1A. | RISK FACTORS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        
|         | This section
 supplements and updates certain of the information found under Item 1A. Risk
 Factors of Credcos Annual Report on Form 10-K for the year ended December
 31, 2009 (the 2009 Form 10-K), and should be read in conjunction with the
 discussion of risk factors set forth in that section. Based on the
 information currently known to Credco, it believes that the matters discussed
 below, together with the risk factors set forth in the 2009 Form 10-K,
 identify the most significant risk factors affecting Credco. However, the
 risks and uncertainties that Credco faces are not limited to those described
 below and those set forth in the 2009 Form 10-K. Additional risks and
 uncertainties not presently known to Credco or that it currently believes to
 be immaterial may also adversely affect Credcos business.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | Risk Factor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | Recent legislative and regulatory reforms may have a significant
 adverse impact on our business, results of operations and financial
 condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | In July
 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and
 Consumer Protection Act. The Reform Act, as well as other legislative and
 regulatory changes, could have a significant adverse impact on the business,
 results of operations and financial condition of American Express and Credco
 by, for example, requiring American Express to change its business practices,
 requiring American Express to comply with more stringent capital, liquidity
 and leverage ratio requirements, limiting American Express ability to pursue
 business opportunities, imposing additional costs on American Express and
 Credco (including increased compliance costs), limiting the fees American
 Express can charge for services and impacting the value of American Express
 and Credcos assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | The Reform
 Act will result in increased scrutiny and oversight of consumer financial
 services and products, primarily through the establishment of a new
 independent Consumer Financial Protection Bureau within the Federal Reserve
 Board. The Bureau will have broad rulemaking and enforcement authority over
 providers of credit, savings and payment services and products. The impact
 this new regulatory regime will have on American Express and Credcos
 business is uncertain at this time and will depend on, among other things,
 the timing of the Bureaus assumption of its authority from other
 governmental agencies, which is expected to occur within six to 18 months of
 the enactment of the Reform Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | Under the
 Reform Act, the Federal Reserve Board is authorized to regulate interchange
 fees paid to banks on debit card transactions to ensure that they are
 reasonable and proportional to the cost of processing individual
 transactions, and to prohibit debit card networks and issuers from requiring
 transactions to be processed on a single payment network. The Reform Act also
 prohibits credit/debit network rules that would restrict a merchant from
 offering discounts to customers in order to encourage them to use a
 particular form of payment, as long as such discounts do not discriminate
 among issuers or networks, and that would restrict a merchant from setting
 certain minimum and maximum transaction amounts for credit cards. The impact
 of these provisions on American Express card and network businesses is
 uncertain at this time and will depend upon Federal Reserve Board implementing
 regulations, the actions of American Express competitors and the behavior
 of other marketplace participants, including cardholders and merchants in the
 American Express payment network. Under the Reform Act, most interest
 rate and currency swaps will be required to be exchange-traded, which may increase
 collateral posting requirements for Credco.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         | Many
 provisions of the Reform Act, including numerous provisions not described
 above, require the adoption of rules to implement. In addition, the Reform
 Act mandates multiple studies, which could result in additional legislative
 or regulatory action. The ultimate consequences, therefore, of the Reform Act
 and its implementing regulations on American Express and Credcos business,
 results of operations and financial condition remain uncertain.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

- 23 -

---



Table of Contents

SIGNATURES

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

AMERICAN EXPRESS CREDIT CORPORATION
(Registrant)

|                       |    |                                            
|---------------------- | -- | -------------------------------------------
|DATE: August
 12, 2010 | By | /s/ David L. Yowan                         
|                       |    |                                            
|                       |    |                                            
|                       |    | David L. Yowan                             
|                       |    | Chief Executive Officer                    
|                       |    |                                            
|DATE: August
 12, 2010 | By | /s/ Kimberly R. Scardino                   
|                       |    |                                            
|                       |    |                                            
|                       |    | Kimberly R. Scardino                       
|                       |    | Vice President and Chief Accounting Officer

- 24 -

---



Table of Contents

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 David L. Yowan, Chief Executive Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.              |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 31.2 |  | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.             |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 32.1 |  | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  |  | Electronically
 filed herewith.
|             |  |                                                                                                                                                                        |  |                                
|Exhibit 32.2 |  | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Electronically
 filed herewith.

E-1

---