Table of Contents

|                                                                                     |  |                                      
|------------------------------------------------------------------------------------ |  | -------------------------------------
|UNITED STATES                                                                       
|SECURITIES AND EXCHANGE COMMISSION                                                  
|Washington, D.C. 20549                                                              
|FORM 10-Q                                                                           
|                                                                                    
|x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                           
|SECURITIES EXCHANGE ACT OF 1934                                                     
|                                                                                    
|For
 the quarterly period ended September 30, 2010                                  
|                                                                                    
|OR                                                                                  
|                                                                                    
|o TRANSITION 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
YesoNo

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
YesoNo

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

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

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

o
YesxNo

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

|                                         |  |                                  
|---------------------------------------- |  | ---------------------------------
|Class                                    |  | Outstanding at November 10,
 2010
|                                         |  |                                  
|                                        
|Common Stock (par value
 $.10 per share) |  | 1,504,938 Shares                 

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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 Nine Months Ended September 30, 2010 and 2009 |     | 1 
|         |                       |                                                                                                                      |     |   
|         |                       | Consolidated
 Balance Sheets  
 September 30, 2010 and December 31, 2009                                            |     | 2 
|         |                       |                                                                                                                      |     |   
|         |                       | Consolidated
 Statements of Cash Flows  
 Nine Months Ended September 30, 2010 and 2009                             |     | 3 
|         |                       |                                                                                                                      |     |   
|         |                       | Notes
 to Consolidated Financial Statements                                                                          |     |   
|         |                       |                                                                                                                      |     |   
|         |                       | Note 1 - Basis of Presentation                                                                                       |     | 4 
|         |                       | Note 2 - Fair Values                                                                                                 |     | 5 
|         |                       | Note 3 - Investment Securities                                                                                       |     | 7 
|         |                       | Note 4 - Comprehensive Income                                                                                        |     | 8 
|         |                       | Note 5 - Derivatives and Hedging Activities                                                                          |     | 8 
|         |                       | Note 6 - Variable Interest Entity                                                                                    |     | 13
|         |                       | Note 7 - Income Taxes                                                                                                |     | 14
|         |                       |                                                                                                                      |     |   
|         | Item 2.               | Managements Discussion and Analysis of Financial Condition and 
 Results of Operations                              | 15 
|         |                       |                                                                                                                      |     |   
|         | Item 4.               | Controls
 and Procedures                                                                                             |     | 26
|         |                       |                                                                                                                      |     |   
|Part II. | Other Information     |                                                                                                                      |    
|         |                       |                                                                                                                     
|         | Item 1A.              | Risk
 Factors                                                                                                        |     | 27
|         |                       |                                                                                                                      |     |   
|         | Item 6.               | Exhibits                                                                                                             |     | 27
|         |                       |                                                                                                                      |     |   
|         | Signatures            |                                                                                                                      |     | 28
|         |                       |                                                                                                                      |     |   
|         | Exhibit Index         |                                                                                                                      | E-1

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Table of Contents

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

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

|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|------------------------------------------------------------------------- |  | ---------------------------------- | ----- | --------------------------------- | - | ----- | - | ---- | ----- | - | - | ----- | -
|                                                                          |  |                                    |       |                                   |  
|                                                                          |  | Three
 Months Ended
 September 30, |       | Nine
 Months Ended
 September 30, |  
|                                                                          |  |                                    |       |                                   |  
|(Millions)                                                                |  | 2010                               |       | 2009                              |   | 2010  |   | 2009 |      
|                                                                          |  |                                    |       |                                   |   |       |   |      |      
|                                                                          |  |                                    |       |                                   |   |       |   |      |      
|Revenues                                                                  |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Discount revenue earned from purchased 
 cardmember receivables and loans |  | $                                  | 87    |                                   | $ | 143   |   | $    | 319   |   | $ | 524   |  
|Interest income from affiliates                                           |  |                                    | 119   |                                   |   | 101   |   |      | 339   |   |   | 320   |  
|Interest income from investments                                          |  |                                    | 9     |                                   |   | 16    |   |      | 28    |   |   | 73    |  
|Finance revenue                                                           |  |                                    | 10    |                                   |   | 12    |   |      | 30    |   |   | 37    |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Total revenues                                                            |  |                                    | 225   |                                   |   | 272   |   |      | 716   |   |   | 954   |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Expenses                                                                  |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Provisions for losses                                                     |  |                                    | 11    |                                   |   | 56    |   |      | 85    |   |   | 163   |  
|Interest expense                                                          |  |                                    | 158   |                                   |   | 132   |   |      | 416   |   |   | 450   |  
|Interest expense to affiliates                                            |  |                                    | 4     |                                   |   | 6     |   |      | 12    |   |   | 38    |  
|Service fees to affiliates                                                |  |                                    |      |                                   |   |      |   |      |      |   |   | 1     |  
|Other, net                                                                |  |                                    | (20   | )                                 |   | (39   | ) |      | (50   | ) |   | 9     |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Total expenses                                                            |  |                                    | 153   |                                   |   | 155   |   |      | 463   |   |   | 661   |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Pretax income                                                             |  |                                    | 72    |                                   |   | 117   |   |      | 253   |   |   | 293   |  
|Income tax (benefit) provision                                            |  |                                    | (10   | )                                 |   | 10    |   |      | (16   | ) |   | 24    |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Net income                                                                |  |                                    | 82    |                                   |   | 107   |   |      | 269   |   |   | 269   |  
|Retained earnings at beginning of period                                  |  |                                    | 3,500 |                                   |   | 3,533 |   |      | 3,408 |   |   | 3,446 |  
|Dividends                                                                 |  |                                    | (92   | )                                 |   | (125  | ) |      | (187  | ) |   | (200  | )
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  
|Retained earnings at end of period                                        |  | $                                  | 3,490 |                                   | $ | 3,515 |   | $    | 3,490 |   | $ | 3,515 |  
|                                                                          |  |                                    |       |                                   |   |       |   |      |       |   |   |       |  

See Notes to Consolidated Financial Statements.

- 1 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                                                                                      |  |                     |        |                     |   |        |  
|----------------------------------------------------------------------------------------------------- |  | ------------------- | ------ | ------------------- | - | ------ | -
|                                                                                                      |  |                     |        |                     |   |        |  
|(Millions,
 except share data)                                                                        |  | September 30,
 2010 |        | December
 31,
 2009 |  
|                                                                                                      |  |                     |        |                     |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Assets                                                                                                |  |                     |        |                     |   |        |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Cash and cash equivalents                                                                             |  | $                   | 8      |                     | $ | 304    |  
|Cardmember receivables,
 less reserves: 2010, $106; 2009, $141                                        |  |                     | 12,583 |                     |   | 9,752  |  
|Cardmember loans, less
 reserves: 2010, $10; 2009, $19                                                |  |                     | 343    |                     |   | 455    |  
|Loans to affiliates                                                                                   |  |                     | 10,584 |                     |   | 10,127 |  
|Investment securities                                                                                 |  |                     | 1,829  |                     |   | 2,039  |  
|Deferred charges and other
 assets                                                                    |  |                     | 817    |                     |   | 551    |  
|Due from affiliates                                                                                   |  |                     | 5,486  |                     |   | 5,788  |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Total assets                                                                                          |  | $                   | 31,650 |                     | $ | 29,016 |  
|                                                                                                      |  |                     |        |                     |   |        |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Liabilities
 and Shareholders Equity                                                                 |  |                     |        |                     |   |        |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Liabilities                                                                                           |  |                     |        |                     |   |        |  
|Short-term debt                                                                                       |  | $                   | 926    |                     | $ | 1,017  |  
|Short-term debt to
 affiliates                                                                        |  |                     | 5,002  |                     |   | 3,893  |  
|Long-term debt                                                                                        |  |                     | 20,989 |                     |   | 19,478 |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Total debt                                                                                            |  |                     | 26,917 |                     |   | 24,388 |  
|Due to affiliates                                                                                     |  |                     | 668    |                     |   | 864    |  
|Accrued interest and other
 liabilities                                                               |  |                     | 544    |                     |   | 383    |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Total liabilities                                                                                     |  |                     | 28,129 |                     |   | 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                                                                                     |  |                     | 3,490  |                     |   | 3,408  |  
|Accumulated other
 comprehensive income (loss), net of tax                                            |  |                     |        |                     |   |        |  
|Net unrealized securities gains, net of tax: 2010, $(1); 2009, $(8)                                   |  |                     | 2      |                     |   | 14     |  
|Net unrealized derivatives losses, net of tax: 2010, $; 2009, $2                                     |  |                     |       |                     |   | (3     | )
|Foreign currency translation adjustments, net of tax: 2010, $35; 2009,
 $                            |  |                     | (133   | )                   |   | (200   | )
|                                                                                                      |  |                     |        |                     |   |        |  
|Total accumulated other
 comprehensive loss                                                           |  |                     | (131   | )                   |   | (189   | )
|                                                                                                      |  |                     |        |                     |   |        |  
|Total
     shareholders equity                                                                       |  |                     | 3,521  |                     |   | 3,381  |  
|                                                                                                      |  |                     |        |                     |   |        |  
|Total liabilities and
 shareholders equity                                                           |  | $                   | 31,650 |                     | $ | 29,016 |  
|                                                                                                      |  |                     |        |                     |   |        |  

See Notes to Consolidated Financial Statements.

- 2 -

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Table of Contents

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

|                                                                                   |  |      |        |      |   |         |  
|---------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------- | -
|                                                                                   |  |      |        |      |  
|Nine Months Ended September
 30, (Millions)                                        |  | 2010 |        | 2009 |  
|                                                                                   |  |      |        |      |  
|                                                                                   |  |      |        |      |   |         |  
|Cash Flows from Operating Activities                                               |  |      |        |      |   |         |  
|Net income                                                                         |  | $    | 269    |      | $ | 269     |  
|Adjustments to reconcile net income to net cash provided by operating
 activities: |  |      |        |      |   |         |  
|Provisions for losses                                                              |  |      | 85     |      |   | 163     |  
|Amortization and other                                                             |  |      | 23     |      |   | 20      |  
|Deferred taxes                                                                     |  |      | 100    |      |   | 22      |  
|Changes in operating assets and liabilities:                                       |  |      |        |      |   |         |  
|Due from affiliates, net                                                           |  |      | (43    | )    |   | 236     |  
|Other operating assets and liabilities                                             |  |      | 154    |      |   | 82      |  
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Net cash provided by operating activities                                          |  |      | 588    |      |   | 792     |  
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Cash Flows from Investing Activities                                               |  |      |        |      |   |         |  
|Net (increase) decrease in cardmember receivables and loans                        |  |      | (2,975 | )    |   | 1,487   |  
|Maturities of investments                                                          |  |      | 175    |      |   | 1,000   |  
|Net (increase) decrease in loans to affiliates                                     |  |      | (1     | )    |   | 3,037   |  
|Net decrease (increase) in due from affiliates                                     |  |      | 209    |      |   | (1,726  | )
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Net cash (used in) provided by investing activities                                |  |      | (2,592 | )    |   | 3,798   |  
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Cash Flows from Financing Activities                                               |  |      |        |      |   |         |  
|Net decrease in short-term debt                                                    |  |      | (90    | )    |   | (6,237  | )
|Net increase (decrease) in short-term debt to affiliates                           |  |      | 1,100  |      |   | (4,159  | )
|Issuance of long-term debt                                                         |  |      | 2,396  |      |   | 1,500   |  
|Principal payments on long-term debt                                               |  |      | (1,515 | )    |   | (4,165  | )
|Dividends paid                                                                     |  |      | (187   | )    |   | (200    | )
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Net cash provided by (used in) financing activities                                |  |      | 1,704  |      |   | (13,261 | )
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Effect of exchange rate changes on cash and cash equivalents                       |  |      | 4      |      |   | (3      | )
|                                                                                   |  |      |        |      |   |         |  
|Net decrease in cash and cash equivalents                                          |  |      | (296   | )    |   | (8,674  | )
|Cash and cash equivalents at beginning of period                                   |  |      | 304    |      |   | 8,855   |  
|                                                                                   |  |      |        |      |   |         |  
|                                                                                   |  |      |        |      |   |         |  
|Cash and cash equivalents at end of period                                         |  | $    | 8      |      | $ | 181     |  
|                                                                                   |  |      |        |      |   |         |  

See Notes to Consolidated Financial Statements.

- 3 -

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Table of Contents

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

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | American Express Credit
 Corporation (Credco), together with its subsidiaries, is a wholly-owned
 subsidiary of American Express Travel Related Services Company, Inc. (TRS),
 which is a wholly-owned subsidiary of American Express Company (American
 Express).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | 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 consolidated
 financial information in this report has not been audited. In the opinion of
 management, all adjustments necessary for a fair statement of the
 consolidated financial position and the consolidated results of operations
 for the interim periods have been made. All adjustments made were of a
 normal, recurring nature. Results of operations reported for interim periods
 are not necessarily indicative of results for the entire year. 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 Standards Update (ASU) 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 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                                                                               

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Table of Contents

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

| |                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | subsequent to the adoption
 of the standards. However, due to the adoption of these standards, certain
 cardmember loans purchased by Credco from affiliates are now accounted for as
    secured financing transactions; accordingly, these cash advances are classified
    as loans to affiliates by Credco.

|   |                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                           | 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|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:                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                  | 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, categorized by GAAPs valuation hierarchy
 (as described in the preceding paragraphs), as of September 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 |  | $     | 1,829 |          | $ |         |  | $        | 1,829 |       | $ |         |  | $        | 2,039 |          | $ |  |  | $ | 2,039 |  | $ |  | 
| | Derivatives(a)                       |  |       | 660   |          |   |         |  |          | 660   |       |   |         |  |          | 318   |          |   |  |  |   | 318   |  |   |  | 
| |                                      |  |       |       |          |   |          |  |          |       |       |   |          |  |          |       |          |   |   |  |   |       |  |   |   | 
| | Total assets                         |  | $     | 2,489 |          | $ |         |  | $        | 2,489 |       | $ |         |  | $        | 2,357 |          | $ |  |  | $ | 2,357 |  | $ |  | 
| |                                      |  |       |       |          |   |          |  |          |       |       |   |          |  |          |       |          |   |   |  |   |       |  |   |   | 
| |                                      |  |       |       |          |   |          |  |          |       |       |   |          |  |          |       |          |   |   |  |   |       |  |   |   | 
| | Liabilities:                         |  |       |       |          |   |          |  |          |       |       |   |          |  |          |       |          |   |   |  |   |       |  |   |   | 
| | Derivatives(a)                       |  | $     | 70    |          | $ |         |  | $        | 70    |       | $ |         |  | $        | 68    |          | $ |  |  | $ | 68    |  | $ |  | 
| |                                      |  |       |       |          |   |          |  |          |       |       |   |          |  |          |       |          |   |   |  |   |       |  |   |   | 
| | Total liabilities                    |  | $     | 70    |          | $ |         |  | $        | 70    |       | $ |         |  | $        | 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 December 31, 2009, $2 million of derivative assets and
 liabilities have been offset and presented net on the Consolidated Balance
 Sheets. As of September 30, 2010, there were no offsets of derivative assets
 and liabilities. 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

- 5 -

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Table of Contents

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

| |                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 liabilities measured at fair value on a recurring basis (categorized in
 the valuation hierarchy table on the previous page), 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 September 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, prepayment speeds, 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.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 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 their 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 could be assets or liabilities on the
 Consolidated Balance Sheets, is estimated by a third-party valuation service
 that uses proprietary pricing models, or by internal pricing models. The
 pricing models do not contain a high level of subjectivity as the valuation
 techniques used do not require significant judgment, and inputs to those
 models are readily observable from actively quoted markets. The pricing
 models used are consistently applied and reflect the contractual terms of the
 derivatives, including the period of maturity, and market-based parameters such
 as interest rates, foreign exchange rates, equity indices or prices, and
 volatility.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Credit valuation adjustments are necessary when the market
 parameters, such as a benchmark curve, used to value derivatives are not
 indicative of the credit quality of Credco or its counterparties. Credco
 considers the counterparty credit risk by applying an observable forecasted
 default rate to the current exposure. Refer to Note 5 for additional fair
 value information.                                                                                                                                                                                                                                                                                                                                                              

- 6 -

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Table of Contents

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

| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The following table
 discloses the estimated fair value for Credcos financial assets and
 financial liabilities that are not carried at fair value, as of September 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      |  | $               | 19 |             | $ | 19              |  | $           | 16 |  | $ | 16 | 
|Loans to affiliates                                                    |  | $               | 11 |             | $ | 11              |  | $           | 10 |  | $ | 10 | 
|Financial Liabilities:                                                 |  |                 |    |             |   |                 |  |             |    |  |   |    | 
|Liabilities for which
 carrying values equal or approximate fair value |  | $               | 7  |             | $ | 7               |  | $           | 6  |  | $ | 6  | 
|Long-term debt                                                         |  | $               | 21 |             | $ | 21              |  | $           | 19 |  | $ | 20 | 
|                                                                       |  |                 |    |             |   |                 |  |             |    |  |   |    | 

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

- 7 -

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Table of Contents

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

| |                                                                                                      
| | -----------------------------------------------------------------------------------------------------
| | The
 following is a summary of investment securities as of September 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 |  | $    | 1,826 |                          | $ | 3                         |  | $                       |  |      | $ | 1,829                    |  | $                         | 2,017 |                         | $ | 22 |  | $ |  |  | $ | 2,039 | 
|                                   |  |      |       |                          |   |                           |  |                         |   |      |   |                          |  |                           |       |                         |   |    |  |   |   |  |   |       | 

| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Supplemental Information                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                     
| | For each of
 the three and nine months ended September 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 September 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
 September 30, |     | Nine Months Ended
 September 30, |  
|                                         |  |                                   |     |                                  |  
|(Millions)                               |  | 2010                              |     | 2009                             |   | 2010 |   | 2009 |    
|                                         |  |                                   |     |                                  |   |      |   |      |    
|Net income                               |  | $                                 | 82  |                                  | $ | 107  |   | $    | 269 |   | $ | 269 |  
|Other
 comprehensive (loss) income:      |  |                                   |     |                                  |   |      |   |      |     |   |   |     |  
|Net unrealized securities losses         |  |                                   | (4  | )                                |   | (3   | ) |      | (12 | ) |   | (12 | )
|Net unrealized derivatives gains         |  |                                   | 2   |                                  |   | 6    |   |      | 3   |   |   | 27  |  
|Foreign currency translation adjustments |  |                                   | 357 |                                  |   | 72   |   |      | 67  |   |   | 303 |  
|                                         |  |                                   |     |                                  |   |      |   |      |     |   |   |     |  
|Total                                    |  | $                                 | 437 |                                  | $ | 182  |   | $    | 327 |   | $ | 587 |  
|                                         |  |                                   |     |                                  |   |      |   |      |     |   |   |     |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|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 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.

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Table of Contents

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 annexes (CSA). As
 of September 30, 2010 and December 31, 2009, no collateral had been received
 or posted under the CSAs.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | As of
 September 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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Table of Contents

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

| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The
 following table summarizes the total gross fair value, excluding interest
 accruals, of derivative assets and liabilities as of September 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                                        |  | $                       | 587 |                                     | $ | 293  |  | $    |   |  | $ | 6 
|Cash flow hedges                                         |  |                         | 2   |                                     |   | 1    |  |      | 2  |  |   | 5 
|Foreign exchange contracts                               |  |                         |     |                                     |   |      |  |      |    |  |   |   
|Net investment hedges                                    |  |                         |    |                                     |   | 9    |  |      | 40 |  |   | 7 
|                                                         |  |                         |     |                                     |   |      |  |      |    |  |   |   
|Total derivatives designated as hedging
 instruments     |  | $                       | 589 |                                     | $ | 303  |  | $    | 42 |  | $ | 18
|                                                         |  |                         |     |                                     |   |      |  |      |    |  |   |   
|                                                        
|Derivatives not designated as hedging
 instruments:      |  |                         |     |                                     |   |      |  |      |    |  |   |   
|Interest rate contracts                                  |  | $                       |    |                                     | $ |     |  | $    | 7  |  | $ | 5 
|Foreign exchange contracts                               |  |                         | 71  |                                     |   | 15   |  |      | 21 |  |   | 45
|                                                         |  |                         |     |                                     |   |      |  |      |    |  |   |   
|Total derivatives not designated as hedging
 instruments |  | $                       | 71  |                                     | $ | 15   |  | $    | 28 |  | $ | 50
|                                                         |  |                         |     |                                     |   |      |  |      |    |  |   |   
|Total derivatives(a)                                     |  | $                       | 660 |                                     | $ | 318  |  | $    | 70 |  | $ | 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 December 31, 2009, $2 million of derivative assets and
 liabilities have been offset and presented net on the Consolidated Balance
 Sheets. As of September 30, 2010, there were no offsets of derivative assets
 and liabilities.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 September 30, 2010 and December
 31, 2009, Credco hedged $9.5 billion and $7.5 billion, respectively, 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

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Table of Contents

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

| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | 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 months ended September 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                 |  | $           | 100 |                            | $ | 57       |  | Other, net expenses |  | $    | (106 | )    | $ | (63  | ) | $ | (6 | ) | $ | (6 | )
|                                          |  |                                     |  |             |     |                            |   |          |  |                     |  |      |      |      |   |      |   |   |    |   |   |    |  

|                                         |  |                                     |  |             |     |                            |   |          |   |                     |  |      |      |      |   |      |  |   |    |  |   |   | 
|---------------------------------------- |  | ----------------------------------- |  | ----------- | --- | -------------------------- | - | -------- | - | ------------------- |  | ---- | ---- | ---- | - | ---- |  | - | -- |  | - | - | 
|                                         | 
|For the nine
 months ended September 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                 |  | $           | 300 |                            | $ | (80      | ) | Other, net expenses |  | $    | (286 | )    | $ | 80   |  | $ | 14 |  | $ |  | 
|                                         |  |                                     |  |             |     |                            |   |          |   |                     |  |      |      |      |   |      |  |   |    |  |   |   | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credco also
 recognized a net reduction in interest expense of $63 million and $50 million
 for the three months ended September 30, 2010 and 2009, respectively,
 primarily related to the net settlements (interest accruals) on Credcos fair
 value hedges. For the nine months ended September 30, 2010 and 2009, the
 impact on interest expense was a net reduction of $192 million and $141
 million, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 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 September 30, 2010 and December 31, 2009, Credco hedged $0.7 billion
 and $0.6 billion, respectively, of its floating debt using interest rate
 swaps. 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 $1 million of net pretax losses on derivatives from
 AOCI into earnings during the next 12 months.

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Table of Contents

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 months ended September 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                   |  | $                                               | 1   |                                     | $ |                                            |   | Interest expense     |  | $                          | (1 | )        | $ | (10  | ) | Other, net
 expenses |  | $ |  |  | $ |  | 
|                                          |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 
|Net
 investment hedges:                   |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 
|Foreign exchange
 contracts               |  | $                                               | (18 | )                                   | $ | (15                                         | ) | Other, net
 expenses |  | $                          |   |          | $ |     |   | Other, net
 expenses |  | $ |  |  | $ |  | 
|                                          |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 
|                                          |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 
|                                         
|For the nine
 months ended September 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                   |  | $                                               | 1   |                                     | $ | (8                                          | ) | Interest expense     |  | $                          | (3 | )        | $ | (54  | ) | Other, net
 expenses |  | $ |  |  | $ |  | 
|                                          |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 
|Net
 investment hedges:                   |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 
|Foreign exchange
 contracts               |  | $                                               | (47 | )                                   | $ | (83                                         | ) | Other, net
 expenses |  | $                          |   |          | $ |     |   | Other, net
 expenses |  | $ |  |  | $ |  | 
|                                          |  |                                                 |     |                                     |   |                                             |   |                      |  |                            |    |          |   |      |   |                      |  |   |   |  |   |   | 

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

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Table of Contents

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

| |                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For
 derivatives that are not designated as hedges, changes in fair value are
 reported in current period earnings. The following table summarizes the
 impact of derivatives not designated as hedges on the Consolidated Statements
 of Income:

|                                          |  |                            |  |        |     |      |   |   
|----------------------------------------- |  | -------------------------- |  | ------ | --- | ---- | - | --
|                                         
|For the
 three months ended September 30,
|                                          |  |                            |  |        |     |      |   |   
|(Millions)                                |  | Gains recognized in income
|                                          |  |                           
|                                          |  |                            |  | Amount
|                                          |  |                            |  |       
|                                          |  | Location                   |  | 2010   |     | 2009
|                                          |  |                            |  |        |     |     
|Interest
 rate contracts                  |  | Other, net expenses        |  | $      |    |      | $ |  
|Foreign
 exchange contracts               |  | Other, net expenses        |  |        | 105 |      |   | 68
|                                          |  | Interest expense           |  |        |    |      |   | 4 
|                                          |  |                            |  |        |     |      |   |   
|Total                                     |  |                            |  | $      | 105 |      | $ | 72
|                                          |  |                            |  |        |     |      |   |   

|                                         |  |                            |  |        |     |      |   |   
|---------------------------------------- |  | -------------------------- |  | ------ | --- | ---- | - | --
|                                        
|For the nine
 months ended September 30,
|                                         |  |                            |  |        |     |      |   |   
|(Millions)                               |  | Gains recognized in income
|                                         |  |                           
|                                         |  |                            |  | Amount
|                                         |  |                            |  |       
|                                         |  | Location                   |  | 2010   |     | 2009
|                                         |  |                            |  |        |     |     
|Interest
 rate contracts                 |  | Other, net expenses        |  | $      | 1   |      | $ |  
|Foreign
 exchange contracts              |  | Other, net expenses        |  |        | 83  |      |   | 79
|                                         |  | Interest expense           |  |        | 43  |      |   | 16
|                                         |  |                            |  |        |     |      |   |   
|Total                                    |  |                            |  | $      | 127 |      | $ | 95
|                                         |  |                            |  |        |     |      |   |   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 September 30,
 2010 and December 31, 2009 were $2.4 billion and $2.3 billion, respectively,
 and are eliminated in consolidation. Total liabilities as of September 30,
 2010 and December 31, 2009 were $2.3 billion and $2.2 billion, respectively,
 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.

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Table of Contents

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

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 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
 September 30, 2010 |         | Nine Months Ended
 September 30, 2010 |  | Full Year
 2009 | 
|                      |  |                                        |         |                                       |  |                 | 
|Effective tax rate(a) |  |                                        | (13.9)% |                                       |  | (6.3)%          |  |  | 2.2 | %
|                      |  |                                        |         |                                       |  |                 |  |  |     |  

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


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Table of Contents

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND
 ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Overview                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | American
 Express Credit Corporation (Credco), together with its subsidiaries, is a
 wholly-owned subsidiary of American Express Travel Related Services Company,
 Inc. (TRS), a wholly-owned subsidiary of American Express Company (American
 Express).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Credco is
 engaged in the business of financing non-interest-bearing cardmember
 receivables arising from the use of the American Express® Card,
 the American Express® Gold Card, Platinum Card®,
 Corporate Card and other American Express cards issued in the United States
 and in certain countries outside the United States. Credco also finances
 certain interest-bearing and discounted revolving loans generated by
 cardmember spending on American Express credit cards issued in non-U.S.
 markets, although interest-bearing and revolving loans are primarily funded
 by subsidiaries of TRS other than Credco.                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 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 third 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. Spending growth as compared to last year continued into the
 fourth quarter of 2010 through October at levels similar to those in the
 third quarter despite the more difficult year-over-year comparison in
 October.                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | The
 improving credit trends contributed to the reduction in loss reserves,
 although reserve coverage ratios remain strong. It is expected that the
 year-over-year benefits from improving credit trends will decrease over the
 course of the next year. While American Express is currently investing at
 historically high levels, the challenges described below have American
 Express approaching future investment and expense commitments with caution.                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Despite the
 improved economic environment, challenges clearly remain for American
 Express, both in the United States and in many other key markets. These
 challenges include weak job creation, volatile consumer confidence, uncertain
 consumer behavior, and the regulatory and legislative environment, including
 the uncertain impact of the Credit Card Accountability Responsibility and
 Disclosure Act of 2009 (CARD Act), the recently enacted Dodd-Frank Wall
 Street Reform and Consumer Protection Act (Reform Act), and the proceeding
 against American Express recently brought by the Department of Justice (DOJ),
 and certain state attorneys general alleging a violation of the U.S.
 antitrust laws. Refer to the Forward-Looking Statements and Risk Factors
 sections below.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        | Results of Operations for the Nine Months Ended September 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 remained flat for the nine months ended September 30,
 2010. The year-over-year decrease in discount revenue and interest income
 from investments was offset by the decrease in the provisions for losses,
 interest expense and other expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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Table of Contents

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

|                                                                          |  |      |      |      |   |        |  
|------------------------------------------------------------------------- |  | ---- | ---- | ---- | - | ------ | -
|                                                                          |  |      |      |      |   |        |  
|(Millions)                                                                |  | 2010 |      | 2009 |  
|                                                                          |  |      |      |      |  
|Discount
 revenue earned from purchased cardmember receivables and loans: |  |      |      |      |   |        |  
|Volume of receivables and loans purchased                                 |  | $    | 203  |      | $ | (1,082 | )
|Discount rates                                                            |  |      | (408 | )    |   | (212   | )
|                                                                          |  |      |      |      |   |        |  
|Total                                                                     |  | $    | (205 | )    | $ | (1,294 | )
|                                                                          |  |      |      |      |   |        |  
|Interest
 income from affiliates:                                         |  |      |      |      |   |        |  
|Average loans to affiliates                                               |  | $    | (23  | )    | $ | (53    | )
|Interest rates                                                            |  |      | 42   |      |   | (210   | )
|                                                                          |  |      |      |      |   |        |  
|Total                                                                     |  | $    | 19   |      | $ | (263   | )
|                                                                          |  |      |      |      |   |        |  
|Interest
 income from investments:                                        |  |      |      |      |   |        |  
|Average investments outstanding                                           |  | $    | (59  | )    | $ | 49     |  
|Interest rates                                                            |  |      | 14   |      |   | (195   | )
|                                                                          |  |      |      |      |   |        |  
|Total                                                                     |  | $    | (45  | )    | $ | (146   | )
|                                                                          |  |      |      |      |   |        |  
|Finance
 revenue:                                                         |  |      |      |      |   |        |  
|Average cardmember loans outstanding                                      |  | $    | (1   | )    | $ | 5      |  
|Interest rates                                                            |  |      | (6   | )    |   | 1      |  
|                                                                          |  |      |      |      |   |        |  
|Total                                                                     |  | $    | (7   | )    | $ | 6      |  
|                                                                          |  |      |      |      |   |        |  
|Interest
 expense:                                                        |  |      |      |      |   |        |  
|Average debt outstanding                                                  |  | $    | (23  | )    | $ | (408   | )
|Interest rates                                                            |  |      | (11  | )    |   | (203   | )
|                                                                          |  |      |      |      |   |        |  
|Total                                                                     |  | $    | (34  | )    | $ | (611   | )
|                                                                          |  |      |      |      |   |        |  
|Interest
 expense to affiliates:                                          |  |      |      |      |   |        |  
|Average debt outstanding                                                  |  | $    | (19  | )    | $ | 9      |  
|Interest rates                                                            |  |      | (7   | )    |   | (186   | )
|                                                                          |  |      |      |      |   |        |  
|Total                                                                     |  | $    | (26  | )    | $ | (177   | )
|                                                                          |  |      |      |      |   |        |  

Discount revenue earned from purchased
cardmember receivables and loans

Discount
revenue decreased 39 percent or $205 million to $319 million for the nine
months ended September 30, 2010, as compared to $524 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 nine months ended September 30, 2010 increased 39 percent
from $83 billion for the same period in 2009 to $115 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 35 basis points from 0.63 percent in the
nine months ended September 30, 2009 to 0.28 percent for the nine months ended
September 30, 2010. This decrease was attributable to a decrease in both market
interest rates and the provisions for losses.

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Interest income from affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest
 income from affiliates increased 6 percent or $19 million to $339 million for
 the nine months ended September 30, 2010, as compared to $320 million for the
 same period in 2009. The effective annualized interest rate charged to
 affiliates increased 56 basis points from 3.91 percent for the nine months
 ended September 30, 2009 to 4.47 percent for the nine months ended September
 30, 2010. The average loan balances with affiliates were $10.0 billion and
 $10.8 billion in the nine months ended September 30, 2010 and 2009,
 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest income from investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest
 income from investments decreased 62 percent or $45 million to $28 million
 for the nine months ended September 30, 2010, as compared to $73 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 $10.9 billion in the nine
 months ended September 30, 2010 and 2009, respectively. The effective
 annualized interest rate on investments increased 88 basis points from 0.88
 percent for the nine months ended September 30, 2009 to 1.76 percent for the
 nine months ended September 30, 2010. The increase in the effective interest
 rates was primarily driven by the change in the mix of available-for-sale
 securities and short-term investments in 2010 as compared to 2009. The average
 balance for short-term investments was significantly higher in 2009 as
 compared to 2010.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Finance revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Finance
 revenue decreased 19 percent or $7 million to $30 million for the nine months
 ended September 30, 2010 as compared to $37 million for the same period in
 2009. The year-over-year decrease was driven by a decrease in average
 interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Other, net expenses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Other, net
 expenses, which was a benefit of $(50) million for the nine months ended
 September 30, 2010, decreased $59 million from the previous years $9 million
 expense primarily due to reclassification of forward points (interest
 component of foreign exchange forward contracts) gain of $24 million in 2010
 from interest expense to other, net expenses; a favorable impact related to
 hedge ineffectiveness resulting in a gain of $14 million in 2010; receipts of
 $10 million in 2010 over the expected recoverable amount related to Credcos
 investment in the Reserve Prime Fund; and a charge of $9 million in 2009 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.                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Provisions for losses                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The
 provisions for losses decreased 48 percent or $78 million to $85 million for
 the nine months ended September 30, 2010, as compared to $163 million for the
 same period in 2009. The decrease was primarily driven by improved credit
 performance within the underlying portfolio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest expense                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest
 expense decreased 8 percent or $34 million to $416 million for the nine
 months ended September 30, 2010 as compared to $450 million for the same
 period in 2009, due to a decrease in both average debt outstanding and
 interest rates. The 2.79 percent effective annualized interest rate on
 average debt outstanding as of September 30, 2010 was 7 basis points lower
 than the 2.86 percent effective rate for the same period in 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest expense to affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Interest
 expense to affiliates decreased 68 percent or $26 million to $12 million for
 the nine months ended September 30, 2010 as compared to $38 million for the
 same period in 2009, due to a decrease in both average debt outstanding and
 interest rates. The effective annualized interest rate on average debt due to
 affiliates as of September 30, 2010 decreased 18 basis points from 0.50
 percent in 2009 to 0.32 percent in 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Credcos
 effective tax rate for the nine months ended September 30, 2010 and 2009 was
 (6.3) percent and 8.2 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 United
 States. 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.                                                                                                                                                                                                                                                                                                                                                                      

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cardmember Receivables and Cardmember Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | As of
 September 30, 2010 and December 31, 2009, Credco owned $12.7 billion and $9.9
 billion of gross cardmember receivables, respectively. Cardmember receivables
 represent amounts due from charge card customers and are recorded at the time
 they are purchased from the seller. Included in cardmember receivables are
 Credco Receivable Corporations (CRC) purchases of the participation
 interests from American Express Receivables Financing Corporation V LLC (RFC
 V) in conjunction with TRS securitization program. As of September 30, 2010
 and December 31, 2009, CRC owned approximately $4.4 billion and $2.9 billion,
 respectively, of such participation interests.                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Cardmember
 receivables owned as of September 30, 2010 increased approximately $2.8
 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 nine months
 ended September 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
 September 30, 2010 and December 31, 2009, Credco owned gross cardmember loans
 totaling $353 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | The
 following table summarizes selected information related to the cardmember
 receivables portfolio as of and for the nine months ended September 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                                                     |  |      |        |      |   |       |  
|-------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ----- | -
|                                                                     |  |      |        |      |  
|(Millions, except percentages)                                       |  | 2010 |        | 2009 |  
|                                                                     |  |      |        |      |  
|                                                                     |  |      |        |      |   |       |  
|Total gross cardmember receivables                                   |  | $    | 12,689 |      | $ | 9,223 |  
|Loss reserves  cardmember receivables                               |  | $    | 106    |      | $ | 144   |  
|Loss reserves as a % of receivables                                  |  |      | 0.8    | %    |   | 1.6   | %
|Average life of cardmember receivables (in
 days)(a)                 |  |      | 29     |      |   | 30    |  
|                                                                     |  |      |        |      |   |       |  
|U.S. Consumer and Small Business gross
 cardmember receivables       |  | $    | 4,003  |      | $ | 1,894 |  
|30 days past due as a % of total                                     |  |      | 1.5    | %    |   | 1.9   | %
|Average receivables                                                  |  | $    | 3,634  |      | $ | 1,961 |  
|Write-offs, net of recoveries                                        |  | $    | 40     |      | $ | 48    |  
|Net write-off rate(b)                                                |  |      | 1.5    | %    |   | 3.3   | %
|                                                                     |  |      |        |      |   |       |  
|International and Global Commercial gross
 cardmember receivables(c) |  | $    | 8,686  |      | $ | 7,329 |  
|90 days past billing as a % of total(c)                              |  |      | 0.8    | %    |   | 1.8   | %
|Write-offs, net of recoveries(c)                                     |  | $    | 102    |      | $ | 144   |  
|Net loss ratio(c)(d)                                                 |  |      | 0.13   | %    |   | 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 nine months periods indicated.                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (c) | Effective January 1, 2010,
 Credco 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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | Credcos write-offs, net of
 recoveries, are expressed as a percentage of the volume of cardmember
 receivables purchased by Credco in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                         

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| |                                                                                                                                        | 
| | -------------------------------------------------------------------------------------------------------------------------------------- | 
| | Reserves for Cardmember Receivables and Cardmember Loans                                                                              
| |                                                                                                                                       
| | The
 following is an analysis of the reserves for cardmember receivables and
 cardmember loans for the nine months ended September 30:

|                            |  |      |      |      |   |      |  
|--------------------------- |  | ---- | ---- | ---- | - | ---- | -
|                            |  |      |      |      |   |      |  
|(Millions)                  |  | 2010 |      | 2009 |  
|                            |  |      |      |      |  
|                            |  |      |      |      |   |      |  
|Balance,
 January 1         |  | $    | 160  |      | $ | 218  |  
|Provisions
 for losses      |  |      | 85   |      |   | 163  |  
|Accounts
 written-off(a)(b) |  |      | (151 | )    |   | (210 | )
|Other(c)                    |  |      | 22   |      |   | (8   | )
|                            |  |      |      |      |   |      |  
|Balance,
 September 30      |  | $    | 116  |      | $ | 163  |  
|                            |  |      |      |      |   |      |  

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on
 accounts previously written-off of $90 million and $57 million during the
 nine months ended September 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 nine months ended
 September 30, 2010 include net write-offs resulting from this write-off
 methodology change.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Includes $142 million of
 cardmember receivable net write-offs and $9 million of cardmember loan net
 write-offs during the nine months ended September 30, 2010. Includes $192
 million of cardmember receivable net write-offs and $18 million of cardmember
 loan net write-offs during the nine months ended September 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.                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 September 30, 2010 and December 31, 2009 were as
 follows:

|                                           |  |      |        |      |   |        | 
|------------------------------------------ |  | ---- | ------ | ---- | - | ------ | 
|                                           |  |      |        |      |   |        | 
|(Millions)                                 |  | 2010 |        | 2009 |  
|                                           |  |      |        |      |  
|                                           |  |      |        |      |   |        | 
|TRS
 Subsidiaries:                         |  |      |        |      |   |        | 
|American Express Australia Limited         |  | $    | 3,629  |      | $ | 3,687  | 
|Amex Bank of Canada                        |  |      | 2,844  |      |   | 2,728  | 
|American Express Services Europe Limited   |  |      | 2,758  |      |   | 2,710  | 
|American Express International, Inc.       |  |      | 515    |      |   | 221    | 
|American Express Co. (Mexico) S.A. de C.V. |  |      | 464    |      |   | 432    | 
|American Express Bank (Mexico) S.A.        |  |      | 374    |      |   | 349    | 
|                                           |  |      |        |      |   |        | 
|Total                                      |  | $    | 10,584 |      | $ | 10,127 | 
|                                           |  |      |        |      |   |        | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Due to/from Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | As of
 September 30, 2010 and December 31, 2009, amounts due to affiliates were $668
 million and $864 million, respectively. As of September 30, 2010 and December
 31, 2009, amounts due from affiliates were $5.5 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.

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Table of Contents

| |                                                                                                              
| | -------------------------------------------------------------------------------------------------------------
| | Short-term Debt to Affiliates                                                                                
| |                                                                                                              
| | Components
 of short-term debt to affiliates as of September 30, 2010 and December 31,
 2009 were as follows:

|                                             |  |      |       |      |   |       | 
|-------------------------------------------- |  | ---- | ----- | ---- | - | ----- | 
|                                             |  |      |       |      |   |       | 
|(Millions)                                   |  | 2010 |       | 2009 |  
|                                             |  |      |       |      |  
|AE Exposure Management Ltd                   |  | $    | 1,720 |      | $ | 2,087 | 
|American Express                             |  |      | 1,810 |      |   | 948   | 
|American Express Europe Limited              |  |      | 650   |      |   | 150   | 
|American Express Holdings (Netherlands) C.V. |  |      | 295   |      |   | 294   | 
|National Express Company, Inc.               |  |      | 159   |      |   | 142   | 
|American Express Swiss Holdings              |  |      | 173   |      |   | 130   | 
|Other                                        |  |      | 195   |      |   | 142   | 
|                                             |  |      |       |      |   |       | 
|Total                                        |  | $    | 5,002 |      | $ | 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 $42 million and $40
 million for the nine months ended September 30, 2010 and 2009, respectively.
 Correspondingly, discount revenue would have increased by approximately the
 same amounts in these periods.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Capital Resources and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Credcos
 balance sheet management objectives are to maintain:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | A broad,
 deep and diverse set of funding sources to finance its assets and meet
 operating requirements; and                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Liquidity
 programs that enable Credco to satisfy all maturing financing obligations for
 at least a 12-month period should some or all of its funding sources become
 inaccessible.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Funding Strategy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | American Express has in place an enterprise-wide Funding Policy.
     The principal funding objective is to maintain broad and well-diversified
     funding sources to allow American Express, including Credco,  to meet
     its maturing obligations, cost-effectively finance current and future asset
     growth, as well as to maintain a strong liquidity profile. The diversity
     of funding sources by type of debt instrument, by maturity and by investor
     base, among other factors, reduces reliance on any one type of debt, maturity,
     or investor. The mix of Credcos
 funding in any period will seek to achieve cost-efficiency consistent with
 both maintaining diversified sources and achieving its liquidity objectives.
 Credcos funding strategy and activities are integrated into its
 asset-liability management activities.                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Credco, like
 many financial services companies, has historically relied on the debt
 capital markets to fulfill a substantial amount of its funding needs. It has
 a variety of funding sources available to access the debt capital markets,
 including senior unsecured debentures and commercial paper. One of the
 principal tenets of Credcos funding strategy is to issue debt with a wide
 range of maturities to distribute its refinancing requirements across future periods.
 Credco continues to assess its funding needs and investor demand and could
 change the mix of its existing sources as well as add new sources to its
 funding mix. Credcos funding plan is subject to various risks and
 uncertainties, such as the disruption of financial markets, market capacity
 and demand for securities offered by Credco as well as any regulatory changes
 or changes in its long-term or short-term credit ratings. Many of these risks
 and uncertainties are beyond Credcos control.

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credcos
 funding strategy 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 |  | Outlook    
|               |  |                      |  |                     |  |            
|               |  |                      |  |                     |  |            
|DBRS           |  | R-1 (middle)         |  | A (high)            |  | Stable     
|               |  |                      |  |                     |  |            
|Fitch          |  | F1                   |  | A+                  |  | Stable     
|               |  |                      |  |                     |  |            
|Moodys        |  | Prime-1              |  | A2                  |  | Negative(a)
|               |  |                      |  |                     |  |            
|S&P            |  | A-2                  |  | BBB+                |  | Stable     

| |     |                                                                                     
| | --- | ------------------------------------------------------------------------------------
| | (a) | In
 November 2010, Moodys revised its ratings outlook from Stable to
 Negative.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | A downgrade
 in Credcos debt rating could result in higher interest expense on Credcos
 unsecured debt, as well as higher fees related to borrowings under its unused
 lines of credit. In addition to increased funding costs, a decline in credit
 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
 borrowings issued in the future will depend on Credcos funding strategy, its
 needs and market conditions. As of September 30, 2010 and December 31, 2009,
 Credco had $0.9 billion and $1.0 billion of commercial paper outstanding,
 respectively. The average commercial paper outstanding was $0.9 billion and
 $2.0 billion during the nine months ended September 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 September
 30, 2010 and December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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Table of Contents

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

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

| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 September 30, 2010 and
 December 31, 2009:                                                                                                                        

|                            |  |      |      |      |   |      | 
|--------------------------- |  | ---- | ---- | ---- | - | ---- | 
|                            |  |      |      |      |   |      | 
|(Billions)                  |  | 2010 |      | 2009 |  
|                            |  |      |      |      |  
|Long-term
 debt outstanding |  | $    | 21.0 |      | $ | 19.5 | 
|Average
 long-term debt     |  | $    | 18.7 |      | $ | 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 third quarter of 2010, Credco issued $2.0 billion of
 senior unsecured debt with a maturity of five years and a coupon of 2.75
 percent from its SEC shelf registration statement. As of September 30, 2010
 and December 31, 2009, Credco had $12.3 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 prospectus for this program
 expired on July 28, 2010 and is expected to be renewed in 2010. It is
 anticipated that the program will allow for a maximum aggregate principal
 amount of debt instruments outstanding at any one time of $50 billion. During
 2010, no notes were issued under this program. As of September 30, 2010, $2.6
 billion was outstanding under this program, of which $2.1 billion was issued
 by Credco.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Credco has
 also established a program in Australia for the issuance of debt securities
 of up to approximately $5.8 billion. During the nine months ended September
 30, 2010, no notes were issued under this program. As of September 30, 2010
 and December 31, 2009, approximately $5.3 billion and $4.6 billion of notes
 were available for issuance under this program and $433 million and $806
 million of notes was outstanding, respectively.                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | As of
 September 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                                                                                                                                                                                                                                                                                                                            

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | this shelf registration are guaranteed by Credco. During the
 nine months ended September 30, 2010, no notes were issued under this
 program. As of September 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. At September 30, 2010, management believes Credco is in compliance
 with all restrictive covenants contained in its debt agreements. During the
 nine months ended September 30, 2010, Credco paid $187 million cash dividends
 to TRS. Additionally, Credco paid cash dividends of $73 million to TRS on November
 10, 2010. There are no significant covenant restrictions on the ability of
 Credco to obtain funds from its subsidiaries by dividend or loan. Additionally,
 there are no limitations on the amount of debt that can be issued by Credco,
 provided it maintains the minimum required fixed charge coverage ratio of 1.25.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | General principles and the overall framework
       for managing liquidity risk across American Express on an enterprise-wide
    basis, are set out in American Express Liquidity Risk Policy. The liquidity objective is to maintain access to a diverse set of on and off
 balance sheet sources of liquidity, such that American Express and its subsidiaries, including Credco, can continuously meet
 expected financing obligations and business requirements, even in the event
 they are unable to raise new funds under their regular funding programs.                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credco
 manages this objective by regularly accessing capital through its various
 funding programs, as well as by maintaining a variety of contingent sources
 of cash and financing, such as access to securitizations of cardmember
 receivables through sales of receivables to TRS for securitization by RFC V
 and AEIT, as well as committed bank facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credco incurs and accepts liquidity risk arising in the normal course of its activities. The liquidity risks that American Express, including Credco, is exposed to can arise from a variety of sources, and thus the enterprise-wide liquidity management strategy includes a variety of parameters, assessments and guidelines, including but not limited to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |  | Maintaining a diversified set of funding sources (refer to Funding Strategy section for more detail);
| | - | -----------------------------------------------------------------------------------------------------

| |  | Maintaining unencumbered liquid assets and off-balance sheet liquidity sources; and
| | - | -----------------------------------------------------------------------------------

| |  | Projecting cash inflows and outflows from a variety of sources and under a variety of scenarios.
| | - | ------------------------------------------------------------------------------------------------

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Credcos
 current liquidity target is to maintain adequate liquidity in the form of
 cash and readily-marketable securities that are easily convertible into cash,
 as well as access to additional liquidity through intercompany borrowing
 arrangements, to satisfy all maturing funding obligations for a period of 12
 months, while continuing to maintain access to significant additional
 contingency liquidity sources. At September 30, 2010, Credco has $3.2 billion
 of unsecured long-term debt that will mature within 12 months.                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Cash and Readily-Marketable Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | As of
 September 30, 2010, Credco had cash and cash equivalents of approximately $8
 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 United States 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 September 30,
 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

|            |  |                   |     |        |   |       |     |   |     | 
|----------- |  | ----------------- | --- | ------ | - | ----- | --- | - | --- | 
|            |  |                   |     |        |   |       |    
|(Billions)  |  | American
 Express |     | Credco |   | Total |    
|            |  |                   |     |        |   |       |    
|Committed   |  | $                 | 0.8 |        | $ | 8.8   | (a) | $ | 9.6 | 
|            |  |                   |     |        |   |       |     |   |     | 
|Outstanding |  | $                 |    |        | $ | 3.9   |     | $ | 3.9 | 
|            |  |                   |     |        |   |       |     |   |     | 

|    |                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Credco has the right to
 borrow a maximum amount of $9.6 billion with a commensurate maximum $0.8
 billion reduction in the amount available to American Express.

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Credco allowed
certain credit facilities totaling approximately $1.9 billion to expire on July
30, 2010. Credcos remaining committed bank credit facilities expire as
follows:

|           |  |   |     | 
|---------- |  | - | --- | 
|           |  |   |     | 
|(Billions) |  |   |     | 
|           |  |   |     | 
|2011       |  | $ | 2.7 | 
|2012       |  |   | 6.9 | 
|           |  |   |     | 
|Total      |  | $ | 9.6 | 
|           |  |   |     | 

The
availability of the credit lines is subject to Credcos compliance with certain
financial covenants that require maintenance of a 1.25 ratio of earnings to
fixed charges. The ratio of earnings to fixed charges for Credco was 1.59 for
the nine months ended September 30, 2010. The ratio of earnings to fixed
charges for American Express for the nine months ended September 30, 2010 was
3.39.

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

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

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Forward-Looking Statements

Various
statements have been made in this Quarterly Report on Third 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;                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | the
 effectiveness of Credcos risk management policies and procedures, including
 Credcos ability to accurately estimate the provisions for losses in Credcos
 outstanding portfolio of cardmember receivables and loans;                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | fluctuations
 in foreign currency exchange rates;                                                                                                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | negative
 changes in Credcos credit ratings, which could result in decreased liquidity
 and higher borrowing costs;                                                                                                                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | changes in
 laws or government regulations affecting American Express business,
 including the potential impact of regulations adopted by federal bank
 regulators relating to certain credit and charge card practices, the impact
 of the CARD Act, and the impact of the Reform Act, which is subject to
 further extensive rulemaking, the implications of which are not fully known
 at this time;
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | the effect
 of fluctuating interest rates, which could affect Credcos borrowing costs;                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | the impact
 on American Express business resulting from continuing geopolitical
 uncertainty;                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | the impact
 on American Express business that could result from litigation such as class
 actions or proceedings brought by governmental and regulatory agencies
 (including the lawsuit filed against American Express by the U.S. Department
 of Justice and certain state attorneys general);                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                         
| | Credcos
 ability to satisfy its liquidity needs and execute on its funding plans,
 which will depend on, among other things, Credcos future business growth,
 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; 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.

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

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|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 its Quarterly Report on
 Form 10-Q for the quarterly period ended June 30, 2010 (the 2010 Form
 10-Q), and should be read in conjunction with the discussion of risk factors
 set forth in such sections. Based on the information currently known to
 Credco, it believes the matters discussed below, together with the risk
 factors set forth in the 2009 Form 10-K and 2010 Form 10-Q, 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 and 2010 Form 10-Q. 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | Ongoing legal proceedings regarding American Express Companys
 anti-steering and surcharging policies could require changes to those
 policies that could result in a material loss of revenue or increased
 expenses, substantial monetary judgments and/or damage to American Express
 global reputation and brand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | On October
 4, 2010, the U.S. Department of Justice (DOJ), along with the Attorneys
 General from Connecticut, Iowa, Maryland, Michigan, Missouri, Ohio and Texas,
 filed a complaint in the U.S. District Court for the Eastern District of New
 York, against American Express Company, MasterCard International Incorporated
 and Visa, Inc., alleging a violation of Section 1 of the Sherman Antitrust
 Act. The complaint alleges that the defendants policies prohibiting
 merchants from steering a customer to use another networks card, another
 type of card or another method of payment (anti-steering and non-discrimination
 rules) violate the antitrust laws. The complaint alleges that the defendants
 participate in two distinct markets, a General Purpose Card network services
 market, and a General Purpose Card network services market for merchants in
 travel and entertainment (T&E) businesses. The complaint contends that
 each of the defendants has market power in the alleged two markets. The
 complaint seeks a judgment permanently enjoining the defendants from
 enforcing their anti-steering and non-discrimination rules. The complaint
 does not seek monetary damages. Concurrent with the filing of the complaint,
 the plaintiffs and Visa and MasterCard announced they had reached an
 agreement settling the complaint against them by agreeing to modifications in
 their rules prohibiting merchants that accept their cards from steering
 customers to use another networks card, another type of card or another
 method of payment.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | An adverse
 outcome in any of these proceedings against American Express Company could
 materially and adversely impact the profitability of American Express
 Company, require it to change its policies in a way that could expose
 American Express Companys card products to steering or other forms of
 discrimination at the point of sale, result in the imposition of substantial
 monetary damages and/or damage American Express Companys global reputation
 and brand. Even if American Express Company were not required to change its
 policies, changes in policies agreed to by Visa and MasterCard pursuant to
 their settlement agreement with the DOJ and state attorneys general, or other
 changes to their policies or practices as a result of the proceedings brought
 by merchants against them, could subject American Express Company to market
 pressures that force it to make certain changes to its own policies and
 practices, which could materially and adversely impact American Express
 Companys profitability and affect Credcos business of funding American
 Express Company card receivables and revolving loans.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|ITEM 6.  | EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         | The exhibits
 required to be filed with this report are listed on page E-1 hereof, under
 Exhibit Index, which is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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Table of Contents

SIGNATURES

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

|                                                  |  |    |                                              | 
|------------------------------------------------- |  | -- | -------------------------------------------- | 
|AMERICAN EXPRESS CREDIT CORPORATION
 (Registrant)
|                                                  |  |    |                                              | 
|Date:
 November 10, 2010                          |  | By | /s/ David L.
 Yowan                          | 
|                                                  |  |    |                                              | 
|                                                  |  |    | David L.
 Yowan                             
|                                                  |  |    | Chief Executive
 Officer                    
|                                                  |  |    |                                              | 
|Date:
 November 10, 2010                          |  | By | /s/ Kimberly
 R. Scardino                    | 
|                                                  |  |    |                                              | 
|                                                  |  |    | Kimberly R.
 Scardino                       
|                                                  |  |    | Vice
 President and Chief Accounting Officer

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EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |                                                                                                                                                                        |  |                                
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------
|             |                                                                                                                                                                        |  |                                
|Exhibit 12.1 | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Credit
 Corporation.                                                                 |  | Electronically
 filed herewith.
|             |                                                                                                                                                                        |  |                                
|Exhibit 12.2 | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Company.                                                                             |  | Electronically
 filed herewith.
|             |                                                                                                                                                                        |  |                                
|Exhibit 31.1 | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.              |  | Electronically
 filed herewith.
|             |                                                                                                                                                                        |  |                                
|Exhibit 31.2 | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.             |  | Electronically
 filed herewith.
|             |                                                                                                                                                                        |  |                                
|Exhibit 32.1 | Certification
 of David L. Yowan, Chief Executive Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  |  | Electronically
 filed herewith.
|             |                                                                                                                                                                        |  |                                
|Exhibit 32.2 | Certification
 of Anderson Y. Lee, Chief Financial Officer, pursuant to 18 U.S.C. Section
 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  | Electronically
 filed herewith.

E-1

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