|                                                                    
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|UNITED STATES                                                       
|SECURITIES AND EXCHANGE COMMISSION                                  
|Washington, D.C. 20549                                              
|FORM 10-Q                                                           
|                                                                    
|xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE            
|SECURITIES EXCHANGE ACT OF 1934                                     
|                                                                    
|For the quarterly period ended June 30, 2009                        
|                                                                    
|OR                                                                  
|                                                                    
|oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
|EXCHANGE
 ACT OF 1934                                               
|For the transition period from ____ to ____                         
|                                                                    
|Commission File No. 1-6908                                          
|                                                                    
|AMERICAN
 EXPRESS CREDIT CORPORATION                                
|(Exact name of registrant as specified in its charter)              

|                                                                                     |                                     
|------------------------------------------------------------------------------------ | ------------------------------------
|Delaware                                                                             | 11-1988350                          
|(State or other jurisdiction of                                                      | (I.R.S. Employer Identification No.)
|incorporation or organization)                                                       |                                     
|One Christina Centre, 301 North Walnut Street                                        |                                     
|Suite 1002, Wilmington, Delaware                                                     | 19801-2919                          
|(Address of principal executive offices)                                             | (Zip Code)                          
|Registrants
 telephone number including area code: (302) 594-3350                  
|None                                                                                
|                                                                                    
|(Former
 name, former address and former fiscal year, if changed since last report.)

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

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

xYesoNo

Indicate by a
check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). o
Yes o No

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

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

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

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


|                                         |  |                                 | 
|---------------------------------------- |  | ------------------------------- | 
|Class                                    |  | Outstanding
 at August 12, 2009 | 
|                                         |  |                                 | 
|                                         |  |                                 | 
|Common Stock
 (par value $.10 per share) |  | 1,504,938
 Shares               | 

---



AMERICAN EXPRESS CREDIT CORPORATION

FORM 10-Q

INDEX

|         |                       |                                                                                                              |  |         
|-------- | --------------------- | ------------------------------------------------------------------------------------------------------------ |  | --------
|         |                       |                                                                                                              |  | Page No.
|         |                       |                                                                                                              |  |         
|PART I.  | FINANCIAL INFORMATION |                                                                                                              | 
|         |                       |                                                                                                              |  |         
|         | Item 1.               | Financial Statements                                                                                         |  |         
|         |                       |                                                                                                              |  |         
|         |                       | Consolidated Statements of Income and Retained Earnings  Three and
 six months ended June 30, 2009 and 2008 |  | 3       
|         |                       |                                                                                                              |  |         
|         |                       | Consolidated Balance Sheets  June 30, 2009 and
 December 31, 2008                                           |  | 4       
|         |                       |                                                                                                              |  |         
|         |                       | Consolidated Statements of Cash Flows  Six months ended June 30,
 2009 and 2008                             |  | 5       
|         |                       |                                                                                                              |  |         
|         |                       | Notes to Consolidated Financial Statements                                                                   |  | 6       
|         |                       |                                                                                                              |  |         
|         | Item 2.               | Managements Discussion
 and Analysis of Financial Condition and Results of Operations                       |  | 18      
|         |                       |                                                                                                              |  |         
|         | Item 4.               | Controls and Procedures                                                                                      |  | 29      
|         |                       |                                                                                                              |  |         
|PART II. | OTHER INFORMATION     |                                                                                                             
|         |                       |                                                                                                              |  |         
|         | Item 1A.              | Risk Factors                                                                                                 |  | 30      
|         |                       |                                                                                                              |  |         
|         | Item 6.               | Exhibits                                                                                                     |  | 30      
|         |                       |                                                                                                              |  |         
|         |                       | Signatures                                                                                                   |  | 31      
|         |                       |                                                                                                              |  |         
|         |                       | Exhibit Index                                                                                                |  | E-1     

- 2 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

PART
I. FINANCIAL INFORMATION

Item
1. FINANCIAL
STATEMENTS

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

|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|------------------------------------------------------------------------ |  | ----------------------------- | ----- | --------------------------- | - | ----- | - | ---- | ----- | - | - | ----- | -
|                                                                         |  | Three
 Months Ended
 June 30, |       | Six Months
 Ended
 June 30, |  
|                                                                         |  | 2009                          |       | 2008                        |   | 2009  |   | 2008 |      
|                                                                         |  |                               |       |                             |   |       |   |      |      
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Revenues                                                                 |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|                                                                        
|Discount revenue earned from purchased
 cardmember receivables and loans |  | $                             | 173   |                             | $ | 595   |   | $    | 381   |   | $ | 1,249 |  
|Interest income from affiliates                                          |  |                               | 105   |                             |   | 194   |   |      | 219   |   |   | 382   |  
|Interest income from investments                                         |  |                               | 25    |                             |   | 71    |   |      | 57    |   |   | 143   |  
|Finance revenue                                                          |  |                               | 12    |                             |   | 2     |   |      | 25    |   |   | 17    |  
|Other                                                                    |  |                               | (20   | )                           |   | 3     |   |      | 8     |   |   | 4     |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Total revenues                                                           |  |                               | 295   |                             |   | 865   |   |      | 690   |   |   | 1,795 |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Expenses                                                                 |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Provisions for losses, net of recoveries                                 |  |                               | 59    |                             |   | 108   |   |      | 107   |   |   | 356   |  
|Interest expense                                                         |  |                               | 144   |                             |   | 339   |   |      | 318   |   |   | 716   |  
|Interest expense to affiliates                                           |  |                               | 11    |                             |   | 72    |   |      | 32    |   |   | 155   |  
|Service fees to affiliates                                               |  |                               | 1     |                             |   | 51    |   |      | 1     |   |   | 102   |  
|Other                                                                    |  |                               | 1     |                             |   | 1     |   |      | 1     |   |   | 2     |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Total expenses                                                           |  |                               | 216   |                             |   | 571   |   |      | 459   |   |   | 1,331 |  
|                                                                        
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Pretax income                                                            |  |                               | 79    |                             |   | 294   |   |      | 231   |   |   | 464   |  
|Income tax provision                                                     |  |                               | 11    |                             |   | 41    |   |      | 19    |   |   | 57    |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Net income                                                               |  |                               | 68    |                             |   | 253   |   |      | 212   |   |   | 407   |  
|Retained earnings at beginning of period                                 |  |                               | 3,391 |                             |   | 3,186 |   |      | 3,322 |   |   | 3,157 |  
|Dividends                                                                |  |                               |      |                             |   | (85   | ) |      | (75   | ) |   | (210  | )
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  
|Retained earnings at end of period                                       |  | $                             | 3,459 |                             | $ | 3,354 |   | $    | 3,459 |   | $ | 3,354 |  
|                                                                         |  |                               |       |                             |   |       |   |      |       |   |   |       |  

See Notes to Consolidated Financial
Statements.

- 3 -

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

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

|                                                                                                      |  |                |        |                     |   |        |  
|----------------------------------------------------------------------------------------------------- |  | -------------- | ------ | ------------------- | - | ------ | -
|                                                                                                      |  | June 30,
 2009 |        | December
 31,
 2008 |  
|                                                                                                      |  |                |        |                     |  
|                                                                                                      |  |                |        |                     |   |        |  
|Assets                                                                                                |  |                |        |                     |   |        |  
|                                                                                                      |  |                |        |                     |   |        |  
|Cash and
 cash equivalents                                                                            |  | $              | 5,614  |                     | $ | 8,855  |  
|Cardmember
 receivables, less reserves: 2009, $160; 2008, $204                                        |  |                | 8,878  |                     |   | 10,655 |  
|Cardmember
 loans, less reserves: 2009, $17; 2008, $14                                                |  |                | 444    |                     |   | 484    |  
|Loans to
 affiliates                                                                                  |  |                | 10,013 |                     |   | 11,726 |  
|Investment
 securities                                                                                |  |                | 2,657  |                     |   | 3,084  |  
|Deferred
 charges and other assets                                                                    |  |                | 496    |                     |   | 801    |  
|Due from
 affiliates                                                                                  |  |                | 4,909  |                     |   | 3,660  |  
|                                                                                                      |  |                |        |                     |   |        |  
|Total assets                                                                                          |  | $              | 33,011 |                     | $ | 39,265 |  
|                                                                                                      |  |                |        |                     |   |        |  
|                                                                                                      |  |                |        |                     |   |        |  
|Liabilities and Shareholders Equity                                                                  |  |                |        |                     |   |        |  
|                                                                                                      |  |                |        |                     |   |        |  
|Short-term
 debt                                                                                      |  | $              | 1,428  |                     | $ | 7,367  |  
|Short-term
 debt to affiliates                                                                        |  |                | 9,885  |                     |   | 8,317  |  
|Current
 portion of long-term debt                                                                    |  |                | 4,035  |                     |   | 5,201  |  
|Long-term
 debt                                                                                       |  |                | 13,822 |                     |   | 14,809 |  
|                                                                                                      |  |                |        |                     |   |        |  
|Total debt                                                                                            |  |                | 29,170 |                     |   | 35,694 |  
|Accrued
 interest and other liabilities                                                               |  |                | 417    |                     |   | 473    |  
|                                                                                                      |  |                |        |                     |   |        |  
|Total liabilities                                                                                     |  |                | 29,587 |                     |   | 36,167 |  
|                                                                                                      |  |                |        |                     |   |        |  
|                                                                                                      |  |                |        |                     |   |        |  
|Shareholders Equity                                                                                  |  |                |        |                     |   |        |  
|                                                                                                      |  |                |        |                     |   |        |  
|                                                                                                      |  |                |        |                     |   |        |  
|Common stock, $.10 par value, authorized 3
 million shares; issued and outstanding 1.5 million shares |  |                | 1      |                     |   | 1      |  
|Capital
 surplus                                                                                      |  |                | 161    |                     |   | 161    |  
|Retained
 earnings                                                                                    |  |                | 3,459  |                     |   | 3,322  |  
|Accumulated
 other comprehensive income (loss), net of tax:                                           |  |                |        |                     |   |        |  
|Net unrealized securities gains, net of
 tax: 2009, $(10); 2008, $(15)                                |  |                | 19     |                     |   | 28     |  
|Net unrealized derivatives losses, net of
 tax: 2009, $8; 2008, $19                                   |  |                | (14    | )                   |   | (35    | )
|Foreign currency translation adjustments,
 net of tax: 2009, $2; 2008, $13                            |  |                | (202   | )                   |   | (379   | )
|                                                                                                      |  |                |        |                     |   |        |  
|Total accumulated other comprehensive loss                                                            |  |                | (197   | )                   |   | (386   | )
|                                                                                                      |  |                |        |                     |   |        |  
|Total
 shareholders equity                                                                           |  |                | 3,424  |                     |   | 3,098  |  
|                                                                                                      |  |                |        |                     |   |        |  
|Total liabilities and shareholders
equity                                                            |  | $              | 33,011 |                     | $ | 39,265 |  
|                                                                                                      |  |                |        |                     |   |        |  

See Notes to Consolidated Financial
Statements.

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Table of Contents

AMERICAN
EXPRESS CREDIT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS(Millions)
(Unaudited)

|                                                                                   |  |                             |        |      |   |        |  
|---------------------------------------------------------------------------------- |  | --------------------------- | ------ | ---- | - | ------ | -
|                                                                                   |  | Six Months
 Ended
 June 30, |       
|                                                                                   |  | 2009                        |        | 2008 |  
|                                                                                   |  |                             |        |      |  
|Cash Flows from Operating Activities                                               |  |                             |        |      |   |        |  
|Net income                                                                         |  | $                           | 212    |      | $ | 407    |  
|Adjustments to reconcile net income to net
 cash provided by operating activities: |  |                             |        |      |   |        |  
|Provisions for losses                                                              |  |                             | 146    |      |   | 437    |  
|Amortization and other                                                             |  |                             | 14     |      |   | 6      |  
|Deferred taxes                                                                     |  |                             | 22     |      |   | (23    | )
|Changes in operating assets and
 liabilities:                                      |  |                             |        |      |   |        |  
|Due from affiliates                                                                |  |                             | 170    |      |   | 135    |  
|Other operating assets and liabilities                                             |  |                             | 219    |      |   | 317    |  
|                                                                                   |  |                             |        |      |   |        |  
|Net cash provided by operating activities                                          |  |                             | 783    |      |   | 1,279  |  
|                                                                                   |  |                             |        |      |   |        |  
|Cash Flows from Investing Activities                                               |  |                             |        |      |   |        |  
|Net decrease in cardmember receivables and
 loans                                  |  |                             | 1,603  |      |   | 511    |  
|Purchase of investments                                                            |  |                             |       |      |   | (598   | )
|Maturities of investments                                                          |  |                             | 400    |      |   | 600    |  
|Net decrease (increase) in loans to
 affiliates                                    |  |                             | 2,445  |      |   | (109   | )
|Net (increase) decrease in due from
 affiliates                                    |  |                             | (1,419 | )    |   | 305    |  
|                                                                                   |  |                             |        |      |   |        |  
|Net cash provided by investing activities                                          |  |                             | 3,029  |      |   | 709    |  
|                                                                                   |  |                             |        |      |   |        |  
|Cash Flows from Financing Activities                                               |  |                             |        |      |   |        |  
|Net increase (decrease) in short-term debt
 to affiliates                          |  |                             | 1,569  |      |   | (543   | )
|Net (decrease) increase in short-term debt                                         |  |                             | (5,939 | )    |   | 1,675  |  
|Issuance of debt                                                                   |  |                             |       |      |   | 3,761  |  
|Redemption of long-term debt                                                       |  |                             | (2,608 | )    |   | (4,547 | )
|Dividends paid                                                                     |  |                             | (75    | )    |   | (210   | )
|                                                                                   |  |                             |        |      |   |        |  
|Net cash (used in) provided by financing
 activities                               |  |                             | (7,053 | )    |   | 136    |  
|                                                                                   |  |                             |        |      |   |        |  
|Effect of exchange rate changes on cash and
 cash equivalents                      |  |                             |       |      |   |       |  
|Net (decrease) increase in cash and cash
 equivalents                              |  |                             | (3,241 | )    |   | 2,124  |  
|Cash and cash equivalents at beginning of
 period                                  |  |                             | 8,855  |      |   | 2,925  |  
|                                                                                   |  |                             |        |      |   |        |  
|Cash and cash equivalents at end of period                                         |  | $                           | 5,614  |      | $ | 5,049  |  
|                                                                                   |  |                             |        |      |   |        |  

See Notes to Consolidated Financial
Statements.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Basis of
 Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | American Express Credit
 Corporation, together with its subsidiaries (Credco), is a wholly-owned
 subsidiary of American Express Travel Related Services Company, Inc. (TRS),
 which is a wholly-owned subsidiary of American Express Company (American
 Express).                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying
 Consolidated Financial Statements should be read in conjunction with the
 financial statements in the Annual Report on Form 10-K of Credco for the year
 ended December 31, 2008. Significant accounting policies disclosed therein
 have not changed. Certain prior year amounts have been reclassified to
 conform to the current year presentation of the Consolidated Statements of
 Cash Flows.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The interim financial
 information in this report has not been audited. In the opinion of
 management, all adjustments necessary for a fair statement of the
 consolidated financial position and the consolidated results of operations for
 the interim periods have been made. All adjustments made were of a normal,
 recurring nature. Results of operations reported for interim periods are not
 necessarily indicative of results for the entire year.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Accounting estimates are
 an integral part of the Consolidated Financial Statements. These estimates
 are based, in part, on managements assumptions concerning future events.
 Among the more significant assumptions are those that relate to reserves for
 cardmember losses relating to cardmember receivables and loans, fair value
 measurement, and income taxes. These accounting estimates reflect the best
 judgment of management, but actual results could differ.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recently
 Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Financial Accounting
 Standards Board (FASB) recently issued the following accounting standards,
 which are effective beginning January 1, 2010. Credco is currently assessing
 the impact of these standards.                                                                                                                                                                                                                                                             

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | FASB Statement No. 166,
 Accounting for Transfers of Financial Assets (SFAS No. 166) amends the
 derecognition guidance in FASB Statement 140, Accounting for Transfers and
 Servicing of Financial Assets and Extinguishments of Liabilities to remove
 the concept of a qualifying special purpose entity (QSPE) and to eliminate
 the exception for a QSPE from the consolidation guidance of FASB
 Interpretation 46, Consolidation of Variable Interest Entities (FIN 46(R)).
 SFAS No. 166 also requires enhanced disclosures about continuing involvement,
 retained risks, and the nature and financial effect of restrictions.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  | FASB Statement No. 167,
 Amendments to FASB Interpretation No. 46(R) (SFAS No. 167) amends the
 consolidation guidance that applies to variable interest entities (VIEs) and
 requires an entity to reconsider its previous FIN 46(R) conclusions,
 including (i) whether an entity is a VIE, (ii) whether the enterprise is the
 VIEs primary beneficiary, and (iii) what type of financial statement
 disclosures are required.                                                                                                                                                                                                         

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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

The following is a summary
of investment securities at June 30, 2009 and December 31, 2008:

|                                     |  |               |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|------------------------------------ |  | ------------- | ----- | ------------------------ | - | ------------------------- |  | --------------------- | - | ---- | - | ------------------------ |  | ------------------------- | ----- | --------------------- | - | -- |  | - | - |  | - | ----- | 
|                                     |  |               |       |                          |  
|(Millions)                           |  | June 30, 2009 |       | December 31, 2008        |  
|                                     |  |               |       |                          |  
|                                     |  | 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   |  | $             | 2,628 |                          | $ | 29                        |  | $                     |  |      | $ | 2,657                    |  | $                         | 2,640 |                       | $ | 37 |  | $ |  |  | $ | 2,677 | 
|U.S. Government treasury obligations |  |               |      |                          |   |                          |  |                       |  |      |   |                         |  |                           | 400   |                       |   | 7  |  |   |  |  |   | 407   | 
|                                     |  |               |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 
|Total                                |  | $             | 2,628 |                          | $ | 29                        |  | $                     |  |      | $ | 2,657                    |  | $                         | 3,040 |                       | $ | 44 |  | $ |  |  | $ | 3,084 | 
|                                     |  |               |       |                          |   |                           |  |                       |   |      |   |                          |  |                           |       |                       |   |    |  |   |   |  |   |       | 

All of Credcos investment
securities are classified as available-for-sale. There were no realized gains
or losses on U.S. Government and agency obligations for the six months ended
June 30, 2009.

Fair
Value

The following is a
description of the valuation techniques utilized by Credco to measure the fair
value of its investment securities, including the general classification of
such items pursuant to the fair value hierarchy. These techniques may produce
fair values that may not be indicative of a future sale, or reflective of
future fair values. The use of different techniques to determine the fair value
of these types of investment securities could result in different estimates of
fair value at the reporting date.

 When available, quoted
market prices are used to determine fair value and the investment securities
are classified within Level 1 of the fair value hierarchy. Credco has not
classified any investment securities in Level 1 of the fair value hierarchy.

 When quoted prices in an
active market are not available, the fair market values for Credcos investment
securities are obtained from one pricing service engaged by Credco, and Credco
receives one price for each security. The fair values provided by the pricing
service are estimated by using a pricing model, where the inputs to the model
are based on observable market inputs. The underlying inputs to the valuation
techniques applied by the pricing service are typically benchmark yields,
benchmark security prices, credit spreads, reported trades, broker-dealer
quotes, all with reasonable levels of transparency. The pricing service did not
apply any adjustments to the pricing models used. In addition, Credco did not
apply any adjustments to prices received from the pricing service. Although the
underlying inputs are directly observable from active markets or recent trades
of similar securities in inactive markets, the pricing model used does entail a
certain amount of subjectivity and therefore differing judgments in how the
underlying inputs are modeled could result in different estimates of fair
value. As of June 30, 2009 and December 31, 2008, all of Credcos investment
securities are classified within Level 2 of the fair value hierarchy.

Credco has reaffirmed its
understanding of the valuation techniques used by its pricing services. No
adjustments were deemed necessary to the prices provided by the pricing
services as a result of current market conditions.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

Other-Than-Temporary
Impairment

Credco reviews and evaluates
its investment securities at least quarterly, and more often as market
conditions may require, to identify investment securities that have indications
of other-than-temporary impairment. The determination of other-than-temporary
impairment is a subjective process, requiring the use of judgments and
assumptions. Accordingly, Credco considers several metrics when evaluating
investment securities for other-than-temporary impairment. The key factors
considered include the determination of the extent to which the decline in the
fair value of the security is due to increased default risk for the specific
issuer, or market interest rate risk. With respect to increased default risk,
Credco assesses the collectibility of principal and interest payments by
monitoring issuers credit ratings, related changes to those ratings, specific
credit events associated with the individual issuers as well as the credit
ratings of financial guarantors, where applicable, and the extent to which
amortized cost exceeds fair value and the duration and size of that difference.

With respect to market
interest rate risk, including benchmark interest rates and credit spreads,
Credco assesses whether it has the intent to sell the investment securities,
and whether it is more likely than not that Credco will not be required to sell
the investment securities before recovery of any unrealized losses. As of June
30, 2009 and December 31, 2008, Credco did not hold any investment securities
that were in an unrealized loss position.

Supplemental
Information

Contractual maturities of
investment securities classified as available-for-sale as of June 30, 2009 are
as follows:

|                                       |  |      |       |                       |   |       | 
|-------------------------------------- |  | ---- | ----- | --------------------- | - | ----- | 
|                                       |  |      |       |                       |   |       | 
|(Millions)                             |  | Cost |       | Estimated
 Fair Value |  
|                                       |  |      |       |                       |  
|                                       |  |      |       |                       |  
|Due within one year                    |  | $    | 778   |                       | $ | 783   | 
|Due after one year through
 five years |  |      | 1,850 |                       |   | 1,874 | 
|                                       |  |      |       |                       |   |       | 
|Total                                  |  | $    | 2,628 |                       | $ | 2,657 | 
|                                       |  |      |       |                       |   |       | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Fair
 Values of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | FASB Statement No. 107,
 Disclosures About Fair Value of Financial Instruments (SFAS No. 107), as
 amended by FASB Staff position No. 107-1 and APB 28-1 Interim Disclosures
 About Fair Value of Financial Instruments, requires the disclosure of the
 estimated fair value of financial instruments. A financial instrument is
 defined as cash, evidence of an ownership in an entity, or a contract between
 two entities to deliver cash or another financial instrument or to exchange
 other financial instruments. The disclosure requirements of SFAS No. 107
 exclude leases, equity method investments, affiliate investments, pension and
 benefit obligations, insurance contracts, and all non-financial instruments.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The following table
 discloses fair value information for Credcos financial assets and financial
 liabilities, included in the scope of SFAS No. 107, as amended, as of the
 dates presented:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                        |  |                 |  |                   |  |                 |  |            | 
| | ---------------------------------------------------------------------- |  | --------------- |  | ----------------- |  | --------------- |  | ---------- | 
| | (Billions)                                                             |  | June 30, 2009   |  | December 31, 2008 | 
| |                                                                        |  |                 |  |                   | 
| |                                                                        |  | Carrying
 Value |  | Fair Value        |  | Carrying
 Value |  | Fair Value | 
| |                                                                        |  |                 |  |                   |  |                 |  |            | 
| | Financial
 Instrument Assets:                                          |  |                 |  |                   |  |                 |  |            | 
| | Assets for which carrying values equal or
 approximate fair value      |  | $  23           |  | $  23             |  | $  27           |  | $  27      | 
| | Loans to affiliates                                                    |  | $  10           |  | $  10             |  | $  12           |  | $  12      | 
| | Financial
 Instrument Liabilities:                                     |  |                 |  |                   |  |                 |  |            | 
| | Liabilities for which carrying values equal or
 approximate fair value |  | $  11           |  | $  11             |  | $  16           |  | $  16      | 
| | Long-term debt                                                         |  | $  18           |  | $  17             |  | $  20           |  | $  18      | 
| |                                                                        |  |                 |  |                   |  |                 |  |            | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The fair values of these
 financial instruments are estimates based upon market conditions and
 perceived risks as of June 30, 2009 and December 31, 2008, and require
 management judgment. These figures may not be indicative of their future fair
 values. The fair value of Credco cannot be estimated by aggregating the
 amounts presented.                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | The following methods were used to determine estimated
 fair values:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Financial Assets for Which Carrying Values Equal or
 Approximate Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Financial assets for which
 carrying values equal or approximate fair values include cash and cash
 equivalents, cardmember receivables, accrued interest, and certain other
 assets. For these assets, the carrying values approximate fair value because
 they are short-term in duration or variable rate in nature.                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | In addition, the following
 financial assets are carried at fair value:                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Investment
 Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | Investment securities are
 recorded at fair value on the Consolidated Balance Sheets with unrealized
 gains and losses recorded in accumulated other comprehensive (loss) income.
 Gains and losses are recognized in the Consolidated Statements of Income upon
 disposition of the securities or when management determines that a decline in
 value below amortized cost is other-than-temporary. Refer to Note 2 for
 additional information regarding investment securities, including the
 valuation methodologies used to calculate fair value.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Derivative
 Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | Derivative financial
 instruments are recorded at fair value on the Consolidated Balance Sheets,
 with gains and losses recognized in the Consolidated Statements of Income or
 Consolidated Balance Sheets (accumulated other comprehensive (loss) income)
 based upon the nature of the derivative. Refer to Note 5 for additional information
 regarding derivative financial instruments, including the valuation
 methodologies used to calculate fair value.                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Financial Liabilities for Which Carrying Values Equal or
 Approximate Fair Value                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Financial liabilities for
 which carrying values equal or approximate fair values include short-term
 debt, short-term debt to affiliates, current portion of long-term debt,
 accrued interest, and certain other liabilities. For these liabilities, the
 carrying values approximate fair value because these are short-term in
 duration, variable rate in nature, or have no defined maturity.                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Financial Liabilities Carried at Other Than Fair Value                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                     
|   | Long-Term
 Debt                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                     
|   | Long-term debt is recorded
 at historical issuance cost on the Consolidated Balance Sheets. Fair value is
 estimated using either quoted market prices or discounted cash flows based on
 Credcos current borrowing rates for similar types of borrowing. For
 variable-rate long-term debt that reprices within one year, fair value
 approximates carrying value.
|   |                                                                                                                                                                                                                                                                                                                                                                     
|4. | Comprehensive
 Income                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                     
|   | The components of
 comprehensive income, net of related tax, were as follows:                                                                                                                                                                                                                                                                                       

| |                                                                                      |  |                              |     |                            |   |      |   |      |     |   |   |     |  
| | ------------------------------------------------------------------------------------ |  | ---------------------------- | --- | -------------------------- | - | ---- | - | ---- | --- | - | - | --- | -
| | (Millions)                                                                           |  | Three Months Ended
 June 30, |     | Six Months Ended
 June 30, |  
| |                                                                                      |  |                              |     |                            |  
| |                                                                                      |  | 2009                         |     | 2008                       |   | 2009 |   | 2008 |    
| |                                                                                      |  |                              |     |                            |   |      |   |      |    
| | Net income                                                                           |  | $                            | 68  |                            | $ | 253  |   | $    | 212 |   | $ | 407 |  
| | Other comprehensive income
 (loss):                                                  |  |                              |     |                            |   |      |   |      |     |   |   |     |  
| | Net unrealized securities (losses) gains                                             |  |                              | (2  | )                          |   | (24  | ) |      | (9  | ) |   | 2   |  
| | Net unrealized derivatives gains (losses)                                            |  |                              | 8   |                            |   | 39   |   |      | 21  |   |   | (7  | )
| | Foreign currency translation adjustments                                             |  |                              | 190 |                            |   | 21   |   |      | 177 |   |   | 54  |  
| |                                                                                      |  |                              |     |                            |   |      |   |      |     |   |   |     |  
| | Total                                                                                |  | $                            | 264 |                            | $ | 289  |   | $    | 401 |   | $ | 456 |  
| |                                                                                      |  |                              |     |                            |   |      |   |      |     |   |   |     |  
| |                                                                                      |  |                              |     |                            |   |      |   |      |     |   |   |     |  
| | See the Consolidated
 Balance Sheets for Credcos net comprehensive income position.

|   |                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | Derivatives
 and Hedging Activities                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                             
|   | Credco uses derivative
 financial instruments to manage exposure to various market risks. Market risk
 is the risk to earnings or value resulting from, for example, movements in
 interest rates, foreign exchange rates, or equity market prices. Credcos
 market risk exposures primarily arise through:

| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | Interest rate risk
 associated with the cost of financing its receivables and loans; and                                 
| |   |                                                                                                                          
| |  | Foreign exchange risk
 within its international operations and from foreign currency denominated
 assets and liabilities.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | General principles and the
 overall framework for managing market risk across Credco are defined in the
 Market Risk Policy approved by the American Express Enterprise-wide Risk
 Management Committee (ERMC). Market risk is centrally managed by the Market
 Risk Committee, chaired by the Chief Market Risk Officer of American Express
 Company. Within each business, market risk exposures are monitored and
 managed by various asset/liability committees, guided by Board-approved
 policies covering derivative financial instruments, funding, and investments.                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Derivative financial
 instruments derive their value from an underlying variable or multiple
 variables, including interest rates, foreign exchange rates, and equity
 indices or prices. These instruments can increase, reduce or otherwise alter
 exposure to various market risks and, for that reason, are an integral
 component of Credcos market risk and related asset/liability management
 strategy and processes. Credco uses derivatives to manage these exposures
 that arise within its business operations, but does not engage in derivative
 financial instruments for trading purposes.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | For the receivables Credco
 owns related to charge card and fixed rate lending products, interest rate
 exposure is managed by shifting the mix of funding toward fixed rate debt and
 by using derivative instruments, with an emphasis on interest rate swaps, which
 effectively fix interest expense for the length of the swap. Credco may
 change the amount hedged and the hedge percentage may change based on changes
 in business volumes and mix, among other factors. Credco regularly reviews
 its strategy and may modify it.                                                                

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Foreign exchange risk is
 generated by foreign currency denominated balance sheet exposures,
 translation exposure of foreign operations, and foreign currency earnings in
 international units. Credcos foreign exchange risk is managed primarily by
 entering into agreements to buy and sell currencies on a spot basis or by
 hedging this market exposure to the extent it is economically justified
 through various means, including the use of derivative financial instruments
 such as foreign exchange forwards and cross-currency swap contracts, which
 can help lock in the value of Credcos exposure to specific currencies.                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Fair
 Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The fair value of Credcos
 derivatives is estimated by using pricing models that do not contain a high
 level of subjectivity as the valuation techniques used do not require
 significant judgment and inputs to those models are readily observable from
 actively quoted markets. The valuation models used by Credco are consistently
 applied and reflect the contractual terms of the derivatives, including the
 period of maturity, and market-based parameters such as interest rates,
 foreign exchange rates, equity indices or prices, and volatility.                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Credit valuation
 adjustments are necessary when the market parameters (for example, a
 benchmark curve) used to value derivatives is not indicative of the credit
 quality of Credco or its counterparties. Credco considers the counterparty
 credit risk by applying an observable forecasted default rate to the current
 exposure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Credco manages derivative
 counterparty credit risk by considering the current exposure, which is the
 replacement cost of contracts on the measurement date, as well as estimating
 the maximum potential value of the contracts over the next twelve months,
 considering such factors as the volatility of the underlying or reference
 index. To mitigate derivative credit risk, counterparties are required to be
 pre-approved and rated as investment grade. Counterparty risk exposures are
 monitored by American Express Institutional Risk Management Committee
 (IRMC). The IRMC formally reviews large institutional exposures to ensure
 compliance with American Express Companys ERMC guidelines and procedures and
 determines the risk mitigation actions, when necessary. Additionally, Credco
 may, on occasion, enter into master netting agreements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | As of June 30, 2009 and
 December 31, 2008, the credit and nonperformance risks associated with
 Credcos derivative counterparties were not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

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

| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | --------------------------------------------------------- |  | -------------- | --- | ----------------- | - | --------- |  | -------------- | --- |  | - | --- | 
| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | (Millions)                                                |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Location                                                  |  | Other assets   |     | Other liabilities |  
| |                                                           |  |                |     |                   |  
| |                                                           |  | Fair Value (a) |     | Fair Value (a)    |  
| |                                                           |  |                |     |                   |  
| |                                                           |  | June 2009      |     | December
 2008    |   | June 2009 |  | December
 2008 |    
| |                                                           |  |                |     |                   |   |           |  |                |    
| | Derivatives
 designated as hedging instruments            |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Interest rate
 contracts                                  |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Fair value hedges                                         |  | $              | 294 |                   | $ | 431       |  | $              |    |  | $ |    | 
|
| | Cash flow hedges                                          |  |                |    |                   |   |          |  |                | 22  |  |   | 54  | 
| | Foreign exchange
 contracts                               |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Net investment hedges                                     |  |                | 2   |                   |   | 39        |  |                | 37  |  |   | 22  | 
| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Total derivatives
 designated as hedging
 instruments     |  | $              | 296 |                   | $ | 470       |  | $              | 59  |  | $ | 76  | 
| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Derivatives not
 designated as hedging
 instruments       |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Interest rate
 contracts                                  |  | $              |    |                   | $ |          |  | $              | 4   |  | $ | 5   | 
| | Foreign exchange
 contracts                               |  |                | 85  |                   |   | 75        |  |                | 56  |  |   | 39  | 
| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Total derivatives
 not designated as hedging
 instruments |  |                | 85  |                   |   | 75        |  |                | 60  |  |   | 44  | 
| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 
| | Total derivatives (b)                                     |  | $              | 381 |                   | $ | 545       |  | $              | 119 |  | $ | 120 | 
| |                                                           |  |                |     |                   |   |           |  |                |     |  |   |     | 

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The fair values of Credcos derivative instruments
 are classified within Level 2 of the fair value hierarchy.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Financial Interpretation No. 39, Offsetting of
 Amounts Related to Certain Contracts (FIN 39), permits the netting of
 derivative assets and derivative liabilities when a legally enforceable
 master netting agreement exists between Credco and its derivative
 counterparty. At June 30, 2009 and December 31, 2008, $36 million and $8
 million, respectively, of derivative assets and liabilities have been offset
 and represents the impact of legally enforceable master netting agreements
 that provide for the net settlement of all contracts in accordance with FIN
 39.

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Fair
 Value Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | A fair value hedge is a
 derivative designated to hedge the exposure of future changes in the fair
 value of an asset or a liability, or an identified portion thereof that is
 attributable to a particular risk. Credco is exposed to interest rate risk
 associated with its fixed rate long term debt. Credco enters into interest
 rate swaps to convert certain fixed rate long-term debt to floating rate debt
 at the time of issuance. As of June 30, 2009, Credco hedged $4.8 billion of
 its fixed rate debt to floating rate debt using interest rate swaps.                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | To the extent the fair
 value hedge is effective, the gain or loss on the hedging instrument offsets
 the gain or loss on the hedged item attributable to the hedged risk. Any
 difference between the changes in the fair value of the derivative and the
 hedged item is referred to as hedge ineffectiveness. Hedge ineffectiveness
 may be caused by differences between the debts interest coupon and the
 benchmark rate, which is in turn primarily due to credit spreads at inception
 of the hedging relationship, which is not reflected in the valuation of the
 interest rate swap. Furthermore, hedge ineffectiveness may be caused by
 changes in the relationship between 3-month LIBOR and 1-month LIBOR rates, as
 these so-called basis spreads may impact the valuation of the interest rate
 swaps without causing an offsetting impact in the value of the hedged debt.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The following tables
 summarize the impact of fair value hedges on the consolidated financial
 statements for the three and six months ended June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | For the
 three months ended June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |    |      |   |     |   |  |   |   | 
|------------------------ |  | ------------------------------- |  | ----------------------------- | --- | -------- | - | ------------------------------- | - | -------------------------------------------- |  | ---- | -- | ---- | - | -- | ---- | - | --- | - |  | - | - | 
|Statement of Income     
|                        
|                         |  | Derivative contract gain/(loss) |  | Hedged item gain/(loss)       |     |          |   |                                 |   |                                              |  |     
|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |    |      |   |     |   |  |   |   | 
|Derivative
 relationship |  | Location                        |  | Amountrecognized,
 net of tax |     | Location |   | Amount
 recognized,
 net of tax |   | Ineffective net
 gains (losses), net
 of tax | 
|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              | 
|(Millions)               |  |                                 |  | 2009                          |     | 2008     |   |                                 |   | 2009                                         |  | 2008 |    | 2009 |   |    | 2008 |  
|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |    |      |  
|Fair value hedges:       |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |    |      |   |     |   |  |   |   | 
|Interest rate contracts  |  | Other revenues                  |  | $                             | (92 | )        | $ | (29                             | ) | Other revenues                               |  | $    | 79 |      | $ | 29 |      | $ | (13 | ) |  | $ |  | 

For the six months
ended June 30:

|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |   |      |   |   |  |  |   |   | 
|------------------------ |  | ------------------------------- |  | ----------------------------- | --- | -------- | - | ------------------------------- | - | -------------------------------------------- |  | ---- | -- | ---- | - | - | ---- | - | - |  |  | - | - | 
|Statement of Income     
|                        
|                         |  | Derivative contract gain/(loss) |  | Hedged item gain/(loss)       |     |          |   |                                 |   |                                              |  |     
|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |   |      |   |   |  |  |   |   | 
|Derivative
 relationship |  | Location                        |  | Amountrecognized,
 net of tax |     | Location |   | Amount
 recognized,
 net of tax |   | Ineffective net
 gains (losses), net
 of tax | 
|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              | 
|(Millions)               |  |                                 |  | 2009                          |     | 2008     |   |                                 |   | 2009                                         |  | 2008 |    | 2009 |   |   | 2008 |  
|                         |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |   |      |  
|Fair
 value hedges:      |  |                                 |  |                               |     |          |   |                                 |   |                                              |  |      |    |      |   |   |      |   |   |  |  |   |   | 
|Interest rate contracts  |  | Other revenues                  |  | $                             | (89 | )        | $ | (7                              | ) | Other revenues                               |  | $    | 93 |      | $ | 7 |      | $ | 4 |  |  | $ |  | 

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AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash Flow Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | A cash flow hedge is a
 derivative designated to hedge the exposure of variable future cash flows
 attributable to a particular risk of an existing recognized asset or
 liability, or a forecasted transaction. Credco hedges existing long-term
 variable-rate debt, the rollover of short-term borrowings and the anticipated
 forecasted issuance of additional funding through the use of derivative
 instruments, primarily interest rate swaps. These derivative instruments
 effectively convert floating rate debt to a fixed rate debt for the duration
 of the swap. As of June 30, 2009, Credco hedged $1.1 billion of its floating
 rate debt to fixed rate debt using interest rate swaps.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For derivative financial
 instruments that qualify as cash flow hedges, the effective portions of the
 gain or loss on the derivatives are recorded in accumulated other
 comprehensive (loss) income and reclassified into earnings when the hedged
 cash flows are recognized into earnings. The amount that is reclassified into
 earnings is presented in the Consolidated Statements of Income with the
 hedged instrument or transaction impact, primarily in interest expense. Any
 ineffective portion of the gain or loss, as determined by the accounting
 requirements, is reported as a component of other revenues.                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In the normal course of
 business, as the hedged cash flows are recognized into earnings, Credco
 expects to reclassify $18 million of net pretax losses on derivative
 instruments from accumulated other comprehensive (loss) income to earnings
 during the next 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Net
 Investment Hedges                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | A net investment hedge is
 used to hedge future changes in currency exposure of a net investment in a
 foreign operation. Credco designates foreign currency derivatives, primarily
 forward agreements, as hedges of net investments in certain foreign
 operations. These derivatives reduce exposure to changes in currency exchange
 rates on Credcos investments in non-U.S. subsidiaries.                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For derivative financial
 instruments that qualify as net investment hedges, the effective portions of
 the change in fair value of the derivatives are recorded in accumulated other
 comprehensive (loss) income as part of the cumulative translation adjustment.
 Any ineffective portions of net investment hedges are recognized in other
 revenues during the period of change.                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The following table
 summarizes the impact of cash flow hedges and net investment hedges on the
 consolidated financial statements for the three and six months ended June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

For the
three months ended June 30:

|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|--------------------------------- |  | ------------------------------------------------------ | --- | -------------------------------------------------- | - | --------------------------------- | - | ---------------------------------- |  | ------ | --- | - | - | ---- | - | -------------- |  | - | - |  | - | - | 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |    
|(Millions)                        |  | Derivative impact on OCI gain (loss), net of
      tax |     | Derivative ineffectiveness gain (loss), net of tax |  
|                                  |  |                                                        |     |                                                    |  
|                                  |  | Recognized in
 Other
 Comprehensive
 Income            |     | Location Reclassified into
 Income                 |   | Amount
 Reclassified into
 Income |   | Location Reclassified into
 Income |  | Amount |    
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |    
|Derivative
 relationship          |  | 2009                                                   |     | 2008                                               |   |                                   |   | 2009                               |  | 2008   |     |   |   | 2009 |   | 2008           | 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                | 
|Cash flow hedges:                 |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Interest rate contracts           |  | $                                                      | (3  | )                                                  | $ | 23                                |   | Interest expense                   |  | $      | (12 | ) | $ | (17  | ) | Other revenues |  | $ | 1 |  | $ |  | 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Net investment hedges:            |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Foreign exchange contracts        |  | $                                                      | (88 | )                                                  | $ | (40                               | ) | Other revenues                     |  | $      |    |   | $ |     |   | Other revenues |  | $ |  |  | $ |  | 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |    
|                                 
|For the six months ended June 30:
|                                 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |    
|(Millions)                        |  | Derivative impact on OCI gain (loss), net of tax       |     | Derivative ineffectiveness gain (loss), net of tax |  
|                                  |  |                                                        |     |                                                    |  
|                                  |  | Recognized in
 Other
 Comprehensive
 Income            |     | Location Reclassified into
 Income                 |   | Amount
 Reclassified into
 Income |   | Location Reclassified into
 Income |  | Amount |    
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |    
|Derivative
 relationship          |  | 2009                                                   |     | 2008                                               |   |                                   |   | 2009                               |  | 2008   |     |   |   | 2009 |   | 2008           | 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                | 
|Cash flow hedges:                 |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Interest rate contracts           |  | $                                                      | (8  | )                                                  | $ | (37                               | ) | Interest expense                   |  | $      | (29 | ) | $ | (30  | ) | Other revenues |  | $ |  |  | $ |  | 
|Net investment hedges:            |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |     |   |   |      |   |                |  |   |   |  |   |   | 
|Foreign exchange contracts        |  | $                                                      | (68 | )                                                  | $ | (66                               | ) | Other revenues                     |  | $      |    |   | $ |     |   | Other revenues |  | $ |  |  | $ |  | 
|                                  |  |                                                        |     |                                                    |   |                                   |   |                                    |  |        |    

| |                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Derivatives
 Not Designated as Hedges                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                            
| | Credco has derivatives
 that act as economic hedges and are not designated for hedge accounting
 treatment. Foreign currency transactions and non-U.S. dollar cash flow
 exposures from time to time may be partially or fully economically

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | hedged through foreign
 currency contracts, primarily forward contracts and cross-currency swaps.
 These hedges generally mature within one year. Foreign currency contracts
 involve the purchase and sale of a designated currency at an agreed upon rate
 for settlement on a specified date. The changes in the fair value of the
 derivative instrument effectively offset the related foreign exchange gains
 or losses on the underlying balance sheet exposures.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For derivative financial
 instruments that are not designated as hedges, changes in fair value are
 reported in current period earnings.                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | The following table
 summarizes the impact of derivatives not designated as hedges on the
 consolidated financial statements for the three and six months ended June 30:                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | For the
 three months ended June 30:                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                                      |  |                                                                                          |  |                              |      |  |   |      | 
|------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | ---------------------------- | ---- |  | - | ---- | 
|Derivative
 Relationship              |  | Income Statement classification of gain (loss) on
  derivatives not designated as hedges |  | Amount recognized net of tax |     
|                                      |  |                                                                                          |  |                              |     
|(Millions)                            |  |                                                                                          |  |                              | 2009 |  |   | 2008 | 
|                                      |  |                                                                                          |  |                              |      |  |   |      | 
|Derivatives not designated
 as hedges |  |                                                                                          |  |                              |      |  |   |      | 
|Interest rate contracts               |  | Other revenues                                                                           |  | $                            |     |  | $ | 1    | 
|Foreign exchange contracts            |  | Other revenues                                                                           |  |                              | 28   |  |   | 4    | 
|                                      |  | Interest expense                                                                         |  |                              | 6    |  |   | 1    | 
|                                      |  |                                                                                          |  |                              |      |  |   |      | 
|Total                                 |  |                                                                                          |  | $                            | 34   |  | $ | 6    | 
|                                      |  |                                                                                          |  |                              |      |  |   |      | 

For the six months ended June 30:

|                                      |  |                                                                                         |  |                              |      |  |   |      | 
|------------------------------------- |  | --------------------------------------------------------------------------------------- |  | ---------------------------- | ---- |  | - | ---- | 
|Derivative
 Relationship              |  | Income Statement classification of gain (loss)
 on derivatives not designated as hedges |  | Amount recognized net of tax |     
|                                      |  |                                                                                         |  |                              |     
|(Millions)                            |  |                                                                                         |  |                              | 2009 |  |   | 2008 | 
|                                      |  |                                                                                         |  |                              |      |  |   |      | 
|Derivatives not designated
 as hedges |  |                                                                                         |  |                              |      |  |   |      | 
|Interest rate contracts               |  | Other revenues                                                                          |  | $                            |     |  | $ | 1    | 
|Foreign exchange contracts            |  | Other revenues                                                                          |  |                              | 7    |  |   | 15   | 
|                                      |  | Interest expense                                                                        |  |                              | 8    |  |   | 3    | 
|                                      |  |                                                                                         |  |                              |      |  |   |      | 
|Total                                 |  |                                                                                         |  | $                            | 15   |  | $ | 19   | 
|                                      |  |                                                                                         |  |                              |      |  |   |      | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Income
 Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The results of operations
 of Credco are included in the consolidated U.S. federal income tax return of
 American Express. Under an agreement with TRS, provision for income taxes is
 recognized on a separate company basis. If benefits for net operating losses,
 future tax deductions and foreign tax credits cannot be recognized on a
 separate company basis, such benefits are then recognized based upon a share,
 derived by formula, of those deductions and credits that are recognizable on
 a TRS consolidated reporting basis.                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | American Express is under
 continuous examination by the Internal Revenue Service (IRS) and tax
 authorities in other countries and states in which American Express has
 significant business operations. The tax years under examination and open for
 examination vary by jurisdiction. In June 2008, the IRS completed its field
 examination of American Express federal tax returns for the years 1997
 through 2002. In July 2009, the IRS completed its field examination of
 American Express federal tax returns for the years 2003 and 2004. However,
 all of these years continue to remain open as a consequence of certain issues
 under appeal.

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Credco had approximately
 $105 million and $63 million of unrecognized tax benefits at June 30, 2009
 and December 31, 2008, respectively. The change is primarily due to an
 increase in unrecognized tax benefits relating to the attribution of taxable
 income to a particular jurisdiction or jurisdictions. Included in the $105
 million and $63 million of unrecognized tax benefits at June 30, 2009 and
 December 31, 2008, respectively, are corresponding benefits of approximately
 $87 million and $53 million that, if recognized, would favorably affect the
 tax rate in a future period. These benefits primarily relate to Credcos
 gross permanent benefits and corresponding foreign tax credits and federal
 tax effects. Credco had approximately $23 million and $15 million accrued for
 the payment of interest and penalties at June 30, 2009 and December 31, 2008,
 respectively. For the three and six months ended June 30, 2009, Credco
 recognized a net charge of approximately $8 million of interest and
 penalties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Credco routinely assesses
 the likelihood of additional assessments in each of the taxing jurisdictions
 and has established a liability for unrecognized tax benefits that Credcos
 management believes to be adequate. Once established, unrecognized tax
 benefits are adjusted if more accurate information is available, or a change
 in circumstance, or an event occurs necessitating a change to the liability.
 It is reasonably possible that the unrecognized tax benefits may
 significantly increase or decrease within the next twelve months. Due to the
 inherent complexities and the number of tax years currently under
 examination, it is not possible to quantify the impact such changes may have
 on the effective tax rate and net income.                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Credcos effective tax
 rate was 14 percent and 8 percent for the three and six months ended June 30,
 2009, compared with 8 percent for the full year 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7. | Subsequent
 Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Credco has performed an
 evaluation of subsequent events through August 12, 2009, which is the date
 the financial statements were issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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Table of Contents

AMERICAN EXPRESS CREDIT CORPORATION

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

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | American
 Express Credit Corporation, together with its subsidiaries (Credco), is a
 wholly-owned subsidiary of American Express Travel Related Services Company,
 Inc. (TRS), a wholly-owned subsidiary of American Express Company (American
 Express). Credco is engaged in the business of financing non-interest-bearing
 cardmember receivables arising from the use of the American Expressâ
 Card, the American Expressâ Gold Card,
 Platinum Cardâ, Corporate
 Card, and other American Express Cards issued in the United States and in
 designated currencies outside the United States. Credco also finances certain
 interest-bearing and discounted revolving loans mainly comprised of American
 Express credit cards issued in non-U.S. markets, although interest-bearing
 and revolving loans are primarily funded by subsidiaries of TRS other than
 Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Current Economic Environment/Outlook                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credco continues
 to remain cautious about the business environment. During the second quarter
 of 2009, cardmember spending remained under pressure within all of American
 Expresss business. While the year-over-year spending decline was fairly
 consistent through the first five months of the year, the decline has
 moderated slightly in June and July, and will likely moderate further as
 compared to last years results. Despite the moderation of the decline,
 however, it is likely that Credco will continue to experience a reduction in
 the financing of cardmember receivables and loans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | In October
 2008, American Express moved to increase its flexibility in funding U.S.
 consumer and small business charge card receivables by amending the
 receivables purchase agreements between Credco and each of American Express
 Centurion Bank (Centurion Bank) and American Express Bank, FSB (FSB)
 (together, the Banks). The previous agreements called for the Banks, which
 issue American Express U.S. consumer and small business charge cards, to
 sell all unsecuritized receivables related to spending on those cards to
 Credco. The amended agreements give the Banks the flexibility to continue to
 sell the receivables to Credco or to retain the receivables and fund them
 from their own sources. These amendments will allow American Express to
 shift, from time-to-time, the funding of those receivables from Credco to the
 Banks. Credco, which raises funds for the purpose of buying receivables
 through the sale of commercial paper, as well as through the issuance of
 medium- and long-term debt securities, can transfer proceeds of its funding
 activities in excess of its needs broadly to other subsidiaries of American
 Express, including to the Banks. The new arrangements between Credco and the
 Banks will have no impact on Credcos funding of U.S. corporate charge card
 receivables and charge card receivables outside the United States.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Results of Operations for the six months ended June 30, 2009 and 2008                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Pretax
 income depends primarily on the volume of cardmember receivables and loans
 purchased, the discount factor used to determine purchase price, the
 relationship of the total discount to Credcos interest expense, and the
 collectibility of cardmember receivables and loans purchased.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credcos consolidated
 net income decreased 48 percent to $212 million for the six months ended June
 30, 2009, as compared to the six months ended June 30, 2008. The
 year-over-year decrease was primarily due to a decrease in discount revenue
 earned from a smaller base of purchased cardmember receivables and loans,
 interest income earned on loans to affiliates, and interest income from
 investments, partially offset by a decrease in interest expense and
 provisions for losses, net of recoveries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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AMERICAN EXPRESS CREDIT CORPORATION

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

| |                                                                         |  |   |      |  
| | ----------------------------------------------------------------------- |  | - | ---- | -
| | Discount revenue earned on purchased
 cardmember receivables and loans: |  |   |      |  
| | Volume of receivables and loans purchased                               |  | $ | (756 | )
| | Discount rates                                                          |  |   | (112 | )
| |                                                                         |  |   |      |  
| | Total                                                                   |  | $ | (868 | )
| |                                                                         |  |   |      |  
| |                                                                         |  |   |      |  
| | Interest income from affiliates:                                        |  |   |      |  
| | Average loans to affiliates                                             |  | $ | (41  | )
| | Interest rates                                                          |  |   | (122 | )
| |                                                                         |  |   |      |  
| | Total                                                                   |  | $ | (163 | )
| |                                                                         |  |   |      |  
| |                                                                         |  |   |      |  
| | Interest income from investments:                                       |  |   |      |  
| | Average investments outstanding                                         |  | $ | 55   |  
| | Interest rates                                                          |  |   | (141 | )
| |                                                                         |  |   |      |  
| | Total                                                                   |  | $ | (86  | )
| |                                                                         |  |   |      |  
| |                                                                         |  |   |      |  
| | Provisions for losses, net of recoveries:                               |  |   |      |  
| | Volume of receivables purchased                                         |  | $ | (262 | )
| | Provisions rates and volume of recoveries                               |  |   | 13   |  
| |                                                                         |  |   |      |  
| | Total                                                                   |  | $ | (249 | )
| |                                                                         |  |   |      |  
| |                                                                         |  |   |      |  
| | Interest expense:                                                       |  |   |      |  
| | Average debt outstanding                                                |  | $ | (267 | )
| | Interest rates                                                          |  |   | (131 | )
| |                                                                         |  |   |      |  
| | Total                                                                   |  | $ | (398 | )
| |                                                                         |  |   |      |  
| | Interest expense to affiliates:                                         |  |   |      |  
| | Average debt outstanding                                                |  | $ | 9    |  
| | Interest rates                                                          |  |   | (132 | )
| |                                                                         |  |   |      |  
| | Total                                                                   |  | $ | (123 | )
| |                                                                         |  |   |      |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Discount Revenue Earned on Purchased
 Cardmember Receivables and Loans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Discount
 revenue decreased 69 percent or $868 million to $381 million for the six
 months ended June 30, 2009, as compared to the six months ended June 30,
 2008, due to a decrease in both the volume of receivables purchased and
 discount rates. Volume of receivables and loans purchased for the six months
 ended June 30, 2009, was 60 percent lower than the same period a year ago,
 primarily due to the amendment of the receivables purchase agreements between
 Credco and each of Centurion Bank and FSB. Purchased volume does not include
 those cardmember receivables transferred with recourse to Credco and
 cardmember receivables and loans funded by loans to affiliates. Discount
 rates, which vary over time due to changes in market interest rates or
 changes in the collectibility of cardmember receivables, decreased an average
 of approximately 21 basis points compared to the six months ended June 30,
 2008.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Interest Income from Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Interest
 income from affiliates decreased 43 percent or $163 million to $219 million
 for the six months ended June 30, 2009, as compared to the six months ended
 June 30, 2008. The year-over-year decrease is due to a decrease in both the
 interest rates charged to affiliates and, to a lesser extent, the volume of
 loans to affiliates. The average volume of loans to affiliates decreased
 primarily due to the impact of foreign exchange rates and, to a lesser
 extent, to the amendment of the funding structure with respect to Germany.
 The average interest rate charged to affiliates                                                                                                                                                                                                                                                                                                                                           

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | during the
 six months ended June 30, 2009, was 115 basis points lower than the average
 interest rate charged to affiliates in the same six month period a year ago.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest Income from Investments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest income from
 investments decreased 60 percent or $86 million to $57 million for the six
 months ended June 30, 2009, as compared to the six months ended June 30,
 2008. The year-over-year decrease is due to the decrease of the average
 interest rate on the total investment portfolio of approximately 113 basis
 points for the six months ended June 30, 2009, as compared to the same six
 month period a year ago, as well as the maturity of $400 million of U.S.
 Treasury securities in 2009.                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Provisions for Losses, Net of Recoveries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The provisions for losses,
 net of recoveries, decreased 70 percent or $249 million to $107 million for
 the six months ended June 30, 2009, as compared to the six months ended June
 30, 2008. The year-over-year decrease primarily reflects a reduction in the
 volume of receivables purchased, due to the amendment of the receivables
 purchase agreements with the Banks previously discussed.                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest Expense and Interest Expense to
 Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Interest
 expense and interest expense to affiliates decreased 56 percent and 79
 percent, respectively, for the six months ended June 30, 2009, as compared to
 the same period a year ago. Interest expense decreased due to lower interest
 rates and lower average debt outstanding. Interest expense to affiliates
 decreased due to lower interest rates, partially offset by an increase in
 average debt outstanding. The average interest rate on debt outstanding
 during the six months ended June 30, 2009, was 61 basis points lower than the
 same period a year ago. The average rate due to affiliates during the six
 months ended June 30, 2009, was 125 basis points lower than the same period a
 year ago.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Service Fees to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Service fees
 to affiliates decreased to $1 million for the six months ended June 30, 2009,
 as compared to $102 million for the six months ended June 30, 2008, due to a
 decrease in servicing provided under service level agreements with affiliates
 as a result of the previously discussed amendment of the receivables purchase
 agreements with the Banks.                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Credcos
 effective tax rate was 8 percent and 12 percent for the six months ended June
 30, 2009, and 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Cardmember Receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | At June 30,
 2009, and December 31, 2008, Credco owned $9.0 billion and $10.9 billion of
 cardmember receivables, respectively. Cardmember receivables represent
 amounts due from charge card customers and are recorded at the time they are
 purchased from the seller. Included in cardmember receivables are Credco
 Receivables Corporation (CRC)s purchases of the participation interests from
 American Express Receivables Financing Corporation V LLC (RFC V) in
 conjunction with TRS securitization program. At June 30, 2009, and December
 31, 2008, CRC owned approximately $2.0 billion and $2.4 billion,
 respectively, of participation interests purchased from RFC V.                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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AMERICAN EXPRESS CREDIT CORPORATION

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

| |                                                                |  |                |       |                    |   |                |   |   |        |  
| | -------------------------------------------------------------- |  | -------------- | ----- | ------------------ | - | -------------- | - | - | ------ | -
| | As of and
 for six months ended (Millions, except percentages) |  | June 30,
 2009 |       | December 31,
 2008 |   | June 30,
 2008 |  
| |                                                                |  |                |       |                    |   |                |  
| | Total cardmember receivables                                   |  | $              | 9,038 |                    | $ | 10,859         |   | $ | 25,296 |  
| | Loss reserves                                                  |  | $              | 160   |                    | $ | 204            |   | $ | 771    |  
| | as a % of receivables (a)                                      |  |                | 1.8   | %                  |   | 1.9            | % |   | 3.0    | %
| | Average life of cardmember receivables (in
 days) (b)          |  |                | 30    |                    |   | 32             |   |   | 33     |  
| |                                                                |  |                |       |                    |   |                |   |   |        |  
| | Cardmember receivables  180 day write-off (a)                 |  | $              | 1,997 |                    | $ | 2,444          |   |   | N/A    |  
| | 30 days past due as a % of total                               |  |                | 2.1   | %                  |   | 2.6            | % |   | N/A    |  
| | Average receivables                                            |  | $              | 1,981 |                    | $ | 11,413         |   |   | N/A    |  
| | Write-offs, net of recoveries                                  |  | $              | 36    |                    | $ | 493            |   |   | N/A    |  
| | Net write-off rate (a)                                         |  |                | 3.7   | %                  |   | 11.7           | % |   | N/A    |  
| |                                                                |  |                |       |                    |   |                |   |   |        |  
| | Cardmember receivables  360 day write-off                     |  | $              | 7,041 |                    | $ | 8,415          |   | $ | 25,296 |  
| | 90 days past due as a % of total                               |  |                | 2.1   | %                  |   | 2.8            | % |   | 3.9    | %
| | Write-offs, net of recoveries                                  |  | $              | 94    |                    | $ | 77             |   | $ | 364    |  
| | Net write-off rate (c)                                         |  |                | 0.21  | %                  |   | 0.13           | % |   | 0.26   | %
| |                                                                |  |                |       |                    |   |                |   |   |        |  

| |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                                                                                                                          | In the fourth quarter of
 2008, American Express revised the time period in which past due cardmember
 receivables for its U.S. Card Services segment are written off to 180 days
 past due, consistent with applicable bank regulatory guidance. Previously,
 receivables were written off when 360 days past due. Credcos receivables
 subject to 180 day write-off and the related net write-off rate, which
 reflects write-offs, net of recoveries expressed as a percentage of the
 average amount of cardmember receivables owned by Credco at the beginning of
 the year and at the end of each month in each of the periods indicated, are
 reflected above.
| |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b)                                                                                                                                                                                                                                                                                                                                          | Represents the average life
 of cardmember receivables owned by Credco, based upon the ratio of the
 average amount of both billed and unbilled receivables owned by Credco at the
 end of each month, during the periods indicated, to the volume of cardmember
 receivables purchased by Credco.                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c)                                                                                                                                                                                                                                                                                                                                          | Credcos write-offs, net of
 recoveries, expressed as a percentage of the volume of cardmember receivables
 purchased by Credco in each of the periods indicated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | Cardmember
 receivables owned at June 30, 2009, decreased approximately $1.8 billion from
 December 31, 2008, as a result of a reduction in cardmember receivables
 purchased due to the expected seasonal changes in cardmember spending, and,
    to a lesser extent, the wind down of receivables purchased from Amex Bank
    of Canada.

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AMERICAN EXPRESS CREDIT CORPORATION

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

| |                               |  |                |      |                |   |      |  
| | ----------------------------- |  | -------------- | ---- | -------------- | - | ---- | -
| | Six months
 ended (Millions)  |  | June 30,
 2009 |      | June 30,
 2008 |  
| |                               |  |                |      |                |  
| | Balance,
 beginning of period |  | $              | 218  |                | $ | 841  |  
| | Provisions
 for losses (a)    |  |                | 107  |                |   | 356  |  
| | Accounts
 written-off (a)     |  |                | (138 | )              |   | (370 | )
| | Other                         |  |                | (10  | )              |   | (45  | )
| |                               |  |                |      |                |   |      |  
| | Balance, end
 of period       |  | $              | 177  |                | $ | 782  |  
| |                               |  |                |      |                |   |      |  

| |     |                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Includes recoveries on
 accounts previously written-off of $39 million and $81 million during the six
 months ended June 30, 2009 and 2008, respectively.

| |                                                    
| | ---------------------------------------------------
| | Loans to Affiliates                                
| |                                                    
| | Components
 of loans to affiliates were as follows:

| |                                             |  |               |        |                    |   |                |  |   |        | 
| | ------------------------------------------- |  | ------------- | ------ | ------------------ | - | -------------- |  | - | ------ | 
| | (Millions)                                  |  | June 30, 2009 |        | December 31,
 2008 |   | June 30,
 2008 | 
| |                                             |  |               |        |                    |   |                | 
| | TRS
 Subsidiaries:                          |  |               |        |                    |   |                |  |   |        | 
| | American Express Australia Limited          |  | $             | 3,381  |                    | $ | 3,204          |  | $ | 4,184  | 
| | American Express Services Europe Limited    |  |               | 2,699  |                    |   | 2,388          |  |   | 3,108  | 
| | Amex Bank of Canada                         |  |               | 2,403  |                    |   | 2,257          |  |   | 2,649  | 
| | American
 Express Centurion Bank (a)        |  |               |       |                    |   | 2,225          |  |   |       | 
| | American
 Express International, Inc.       |  |               | 785    |                    |   | 943            |  |   | 860    | 
| | American
 Express Co. (Mexico) S.A. de C.V. |  |               | 412    |                    |   | 392            |  |   | 489    | 
| | American
 Express Bank (Mexico) S.A.        |  |               | 333    |                    |   | 317            |  |   | 350    | 
| |                                             |  |               |        |                    |   |                |  |   |        | 
| | Total (b)                                   |  | $             | 10,013 |                    | $ | 11,726         |  | $ | 11,640 | 
| |                                             |  |               |        |                    |   |                |  |   |        | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | During 2008, Credco loaned
 $2.2 billion to Centurion Bank as a consequence of the previously discussed
 amendment of the receivables purchase agreements. In February 2009, Centurion
 Bank repaid $2.2 billion to Credco.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Of the approximately $10.0
 billion outstanding of loans to affiliates, approximately $6.5 billion are
 collateralized by the underlying cardmember receivables transferred with
 recourse.                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            
| | In July 2009, American Express
 International, Inc. repaid $323 million of its outstanding loan amount to
 Credco.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            
| | Investment Portfolio                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            
| | Credcos
 investment portfolio primarily supports its contingent liquidity strategy by
 investing mainly in U.S. Government and agency obligations. Credcos
 objective is to manage the type and mix of assets as well as their maturity
 profile in order to ensure the cash and liquidity needs can be met without
 relying on the sale of investments prior to maturity. As a result, Credco
 generally holds its investments to maturity. Credco nonetheless seeks to
 invest in portfolios of securities with sufficient liquidity that could be
 accessed prior to maturity should changes in cash needs occur.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            
| | All of
 Credcos investments are classified as available-for-sale. Credco reviews its
 investments at least quarterly and more often as market conditions may
 require to evaluate their fair values and to identify investments that have
 indications of other-than-temporary impairments. The determination of
 other-than-temporary impairments for available-for-sale securities is a
 subjective process, requiring the use of various assumptions and application
 of judgment.                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                            

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Government
Sponsored Enterprises                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | At June 30, 2009, Credco
 owned approximately $2.7 billion of senior unsecured debentures issued by
 Government Sponsored Enterprises (GSEs): Fannie Mae and Freddie Mac. On
 September 7, 2008, the Federal Housing Finance Agency (FHFA) announced the
 decision to place Fannie Mae and Freddie Mac into a conservatorship
 controlled by the FHFA. These actions were designed to protect the senior and
 subordinated debt and the mortgage-backed securities of the GSEs. The total
 net unrealized gains on these securities were approximately $29 million at
 June 30, 2009.                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Money
Market Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Credco owned a $500
 million investment in the Reserve Primary Fund (the Fund), a money market
 fund. The net asset value of the Fund fell below $1 per share in September
 2008, at which time Credco recorded a loss of $15 million related to this
 investment. Credco has received approximately $449 million from the Fund
 since it filed a redemption order with Reserve, the Fund sponsor, in
 September 2008, which includes $22 million received on April 17, 2009. The
 remaining amount due from the Fund is recorded in deferred charges and other
 assets on Credcos Consolidated Balance Sheets. The timing of receipt of the
 remaining proceeds cannot be determined at this time.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | With the exception of its
 exposure to the Fund, Credco did not experience any defaults or events of
 default, or determine it would not receive timely contractual payments of
 interest and repayment of principal, on any of its holdings in its investment
 portfolios.                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Due from
 Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | At June 30, 2009, and
 December 31, 2008, due from affiliates was $4.9 billion and $3.7 billion,
 respectively. These amounts relate primarily to timing differences between
 the purchase of cardmember receivables and remittances from TRS on cardmember
 receivables purchased by Credco, which are net settled in the subsequent
 month in the normal course of business.                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Short-term
 Debt to Affiliates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Components of short-term
 debt to affiliates were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

|                                             |  |                |       |                    |   |                |  |   |       | 
|-------------------------------------------- |  | -------------- | ----- | ------------------ | - | -------------- |  | - | ----- | 
|(Millions)                                   |  | June 30,
 2009 |       | December 31,
 2008 |   | June 30,
 2008 | 
|                                             |  |                |       |                    |   |                | 
|American Express                             |  | $              | 6,890 |                    | $ | 3,579          |  | $ | 2,712 | 
|AE Exposure Management Ltd.                  |  |                | 1,052 |                    |   | 2,356          |  |   | 2,354 | 
|TRS                                          |  |                | 1,018 |                    |   | 1,483          |  |   | 406   | 
|American Express Holdings (Netherlands) C.V. |  |                | 419   |                    |   | 417            |  |   | 384   | 
|American Express Europe Limited              |  |                | 175   |                    |   | 175            |  |   |      | 
|National Express Company, Inc.               |  |                | 133   |                    |   | 91             |  |   | 2,094 | 
|American Express Publishing Corp.            |  |                | 46    |                    |   | 84             |  |   | 53    | 
|Other                                        |  |                | 152   |                    |   | 132            |  |   | 136   | 
|                                             |  |                |       |                    |   |                |  |   |       | 
|Total                                        |  | $              | 9,885 |                    | $ | 8,317          |  | $ | 8,139 | 
|                                             |  |                |       |                    |   |                |  |   |       | 

| |                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Short-term debt to
 affiliates consists primarily of master note agreements for which there is no
 stated term.                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                          
| | Consolidated
 Capital Resources and Liquidity                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                          
| | Credcos balance sheet
 management objectives are to maintain a broad, deep, and diverse set of
 funding sources to finance its assets and meet operating requirements and
 liquidity programs that enable Credco to meet its obligations for at least a
 12 month period should some or all of its funding sources become
 inaccessible.
| |                                                                                                                                                                                                                                                                                                                                          

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Funding
 Strategy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credco seeks to maintain
 broad and well-diversified funding sources to allow it to meet its maturing
 obligations and cost-effectively finance current and future asset growth as
 well as to maintain a strong liquidity profile. Diversity of funding sources
 by type of debt instrument, by maturity and by investor base, among other
 factors, provides additional insulation from the impact of disruptions in any
 one type of debt, maturity, or investor. The mix of Credcos funding in any
 period will seek to achieve cost-efficiency while both maintaining
 diversified sources and achieving its liquidity objectives. Credcos funding
 strategy and activities are integrated into its asset-liability management
 activities.                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credco, like many
 financial services companies, has historically relied on the debt capital
 markets to fulfill a substantial amount of its funding needs. It has a
 variety of funding sources available to access the debt capital markets,
 including commercial paper and senior unsecured debentures. Conditions in the
 debt capital markets have generally been very strained since September 2008,
 although they have recovered somewhat in the second quarter of 2009. 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 in future periods. Credco continues to assess its funding needs
 and investor demand and could change the mix of its existing sources as well
 as seek to add new sources to its funding mix. Credcos funding plan is
 subject to various risks and uncertainties, such as disruption of financial
 markets, market capacity, and demand for securities offered by Credco as well
 as any regulatory changes. Many of these risks and uncertainties are beyond
 Credcos control.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credcos current funding
 strategy for 2009 is to raise funds to maintain sufficient cash and
 readily-marketable securities that are easily convertible to cash in order
 to, at a minimum, meet seasonal and other working capital needs for the next
 12 months. Working capital needs include maturing debt obligations, both long
 and short term, changes in receivables and other asset balances, as well as
 operating requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Credcos liquidity and
 funding strategy is designed to maintain appropriate and stable debt ratings
 from the major credit rating agencies, Standard & Poors (S&P),
 Moodys Investor Services (Moodys), Dominion Bond Rating Service (DBRS), and
 Fitch Ratings (Fitch). However, Credco is not immune to the impact on
 corporate ratings arising from the uncertainty in financial markets and the
 weakening economic environment. The most recent updates that the rating
 agencies have provided on Credcos ratings are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|               |  |                  |  |                       |  |                      |  |          |  |                                             
|-------------- |  | ---------------- |  | --------------------- |  | -------------------- |  | -------- |  | --------------------------------------------
|               |  |                  |  |                       |  |                      |  |          |  |                                             
|Credit
 Agency |  | Date of
 Notice  |  | Short-
 Term
 ratings |  | Long-
 Term
 ratings |  | Outlook  |  | Nature of ratings update                    
|               |  |                  |  |                       |  |                      |  |          |  |                                             
|               |  |                  |  |                       |  |                      |  |          |  |                                             
|Fitch          |  | April
 16,
 2009 |  | F1                    |  | A+                   |  | Negative |  | Outlook changed from
 Stable to Negative
|               |  |                  |  |                       |  |                      |  |          |  |                                             
|S&P            |  | July
 24,
 2009  |  | A-2                   |  | BBB+                 |  | Negative |  | Previous ratings
 reaffirmed                
|               |  |                  |  |                       |  |                      |  |          |  |                                             
|DBRS           |  | July
 24,
 2009  |  | R-1
 (middle)         |  | A
 (high)            |  | Negative |  | Previous ratings
 reaffirmed                
|               |  |                  |  |                       |  |                      |  |          |  |                                             
|Moodys        |  | July
 27,
 2009  |  | Prime-1               |  | A2                   |  | Stable   |  | Previous ratings
 reaffirmed                
|               |  |                  |  |                       |  |                      |  |          |  |                                             

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

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Short-term
 Funding Programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Credcos short-term
 funding requirements have historically been met primarily by the sale of
 commercial paper. Credcos commercial paper is a widely recognized name in
 the money markets and is supported by a diverse base among short-term
 investors. Credco has readily sold the volume of commercial paper necessary
 to meet its funding needs as well as to cover the daily maturities of
 commercial paper issued. During the first half of 2009 and all of 2008,
 Credco had continuous access to the commercial paper markets. Its commercial
 paper issuances after mid-September 2008 were issued at shorter weighted
 average maturities than Credcos historical trend, consistent with the
 changes in issuance maturities occurring across the overall commercial paper
 market, as reported by the Federal Reserve. During this period, Credco has
 significantly reduced its reliance on the commercial paper market.                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | On October 7, 2008, the
 Federal Reserve Board established the Commercial Paper Funding Facility
 (CPFF). The CPFF provides three-month liquidity to U.S. issuers of commercial
 paper through a special purpose vehicle (SPV), which purchases three month
 unsecured and asset-backed commercial paper directly from eligible issuers
 using financing provided by the Federal Reserve Bank of New York. Credco is
 eligible to have up to $14.7 billion of commercial paper outstanding with the
 SPV at any one time. Credco continues to be eligible to participate in the
 CPFF based on its current short-term ratings assigned by Moodys and Fitch. The
 commercial paper must be rated at least A1/P1/F1 by two or more major
 nationally recognized statistical rating organizations to qualify for
 participation in the CPFF. The CPFF is currently set to expire at February 1,
 2010. At June 30, 2009, Credco had no commercial paper outstanding with the
 CPFF.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Based on the maximum
 available borrowings under committed third party bank credit facilities and
 term liquidity portfolio investment securities, Credcos total back-up
 liquidity coverage of net short-term borrowings was in excess of 100 percent
 at June 30, 2009 and December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Long-term
 Funding Programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Long-term debt is raised
 through the offering of debt securities in the United States and
 international capital markets. Long-term debt is generally defined as any
 debt with an original maturity greater than 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Credco had the following
 long-term debt outstanding:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|                           |  |                               |      |                                |   |      | 
|-------------------------- |  | ----------------------------- | ---- | ------------------------------ | - | ---- | 
|(Billions)                 |  | Quarter ended
 June 30,
 2009 |      | Year ended
 December 31,
 2008 |  
|                           |  |                               |      |                                |  
|                          
|Long-term debt outstanding |  | $                             | 17.9 |                                | $ | 20.0 | 
|Average long-term debt     |  | $                             | 18.7 |                                | $ | 21.2 | 
|                           |  |                               |      |                                |   |      | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Credco also has the
 ability to issue debt securities under shelf registrations filed with the
 Securities and Exchange Commission (SEC). The shelf registration statement
 filed with the SEC is for an unspecified amount of debt securities to be
 issued from time to time. During the six months ended June 30, 2009, Credco
 did not issue any debt securities from its U.S. shelf registration. At June
 30, 2009, Credco had $10.6 billion of debt securities outstanding issued
 under the SEC registration statements.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Credco, in conjunction
 with certain subsidiaries of American Express, has established a program for
 the issuance of debt instruments outside the United States to be listed on
 the Luxembourg Stock Exchange. The maximum aggregate principal amount of debt
 instruments outstanding at any one time under the program cannot exceed $50.0
 billion. At June 30, 2009, $3.0 billion was outstanding under this program,
 of which $2.5 billion was issued by Credco.                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | Credco established a
 program in Australia for the issuance of debt securities from time to time of
 up to approximately $4.8 billion. During the six months ended June 30, 2009,
 no notes were issued under this program. At June 30, 2009, approximately $4.1
 billion was available for issuance under this program.                                                                                                                                                                                                        

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | During the first quarter
 of 2008, a new shelf prospectus was filed and became effective in Canada for
 a medium-term note program providing for the issuance from time to time, in
 Canada, of up to approximately $3.0 billion of notes by American Express
 Canada Credit Corporation (Cancredco), an indirect wholly-owned subsidiary of
 Credco. All notes issued under this shelf registration will be guaranteed by
 Credco. During the six months ended June 30, 2009, no notes were issued under
 this program. The financial results of Cancredco are included in the
 consolidated financial results of Credco.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The most restrictive limitation
 on dividends imposed by the debt instruments issued by Credco is the
 requirement that Credco maintain a minimum consolidated net worth of $50
 million. There are no significant restrictions on the ability of Credco to
 obtain funds from its subsidiaries by dividend or loan. Additionally, there
 are no limitations on the amount of debt that can be issued by Credco.                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credco paid cash dividends
 of $75 million to TRS during the six months ended June 30, 2009.
 Additionally, Credco paid cash dividends of $125 million to TRS on August 10,
 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Liquidity
 Strategy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Credco seeks to ensure
 that it has adequate liquidity in the form of cash and readily-marketable
 securities easily convertible into cash, as well as access to cash and cash
 equivalents, to continuously meet its business needs, sustain operations, and
 satisfy its obligations for a period of at least 12 months without access to
 the unsecured debt capital markets. This objective is managed by accessing
 capital to finance business growth through a broad and diverse set of funding
 programs, and maintaining a variety of contingent sources of cash and
 financing.                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | As a result of Credcos
 funding activities during 2008, Credco raised funds that substantially
 exceeded its 2008 and 2009 funding needs. The excess was invested with the
 purpose of increasing the amount of cash and readily-marketable securities
 Credco holds. The availability of these funds raised in 2008 meant that
 Credco had no requirement to access the term debt markets in the first half
 of 2009.                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | The upcoming approximate
 maturities of Credcos long-term debt are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                   |  |                 |     | 
|------------------ |  | --------------- | --- | 
|                   |  |                 |    
|(Billions)         |  | Debt Maturities |    
|                   |  |                 |    
|Quarter Ending:    |  |                 |     | 
|                   |  |                 |     | 
|                   |  |                 |     | 
|September 30, 2009 |  | $               | 1.5 | 
|December 31, 2009  |  |                 | 1.1 | 
|March 31, 2010     |  |                 |    | 
|June 30, 2010      |  |                 | 1.4 | 
|                   |  |                 |     | 
|Total              |  | $               | 4.0 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The amount of cash and
 readily-marketable securities Credco expects to maintain will be
 substantially greater than its historical levels of holdings. Credco expects
 to incur higher net interest cost of carry on these amounts, which will be
 dependent on the amount Credco actually maintains, as well as the difference
 between its cost of funding these amounts and their investment yields.                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Cash and
 Readily-Marketable Securities                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | At June 30, 2009, Credco
 had cash and cash equivalents of approximately $5.6 billion as well as $2.7
 billion of longer-term readily-marketable securities. These investments are
 limited to high credit quality, highly liquid short-term instruments, as well
 as longer term, highly liquid instruments, such as U.S. Government Sponsored
 Enterprises obligations. These instruments are managed to either mature
 prior to the maturity of borrowings that

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AMERICAN EXPRESS CREDIT CORPORATION

| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | will occur within the next
 12 months, or are sufficiently liquid that Credco can sell them or enter into
 sale/repurchase agreements to immediately raise cash proceeds to meet
 liquidity needs.
| |                                                                                                                                                                                                   
| | Committed
 Bank Credit Facilities                                                                                                                                                                 
| |                                                                                                                                                                                                   
| | Credco maintained
 committed bank credit facilities at June 30, 2009, as follows:                                                                                                                 

|              |  |       |      |                   |   |        |  |   |     |    
|------------- |  | ----- | ---- | ----------------- | - | ------ |  | - | --- | ---
|(Billions)    |  | Total |      | American
 Express |   | Credco | 
|              |  |       |      |                   |   |        | 
|Committed (a) |  | $     | 10.8 |                   | $ | 1.3    |  | $ | 9.5 | (b)
|Outstanding   |  | $     | 2.9  |                   | $ |       |  | $ | 2.9 |    
|              |  |       |      |                   |   |        |  |   |     |    

|    |                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Included is $2.9 billion
 outstanding related to the Australian facility.                                                                                         
|   
|(b) | Credco has the right to
 borrow a maximum amount of $10.8 billion with a commensurate maximum $1.3
 billion reduction in the amount available to American Express.

| |                                                              
| | -------------------------------------------------------------
| | Credcos committed bank
 credit facilities expire as follows:

|           |  |   |      | 
|---------- |  | - | ---- | 
|(Billions) |  |   |      | 
|           |  |   |      | 
|2010       |  | $ | 1.9  | 
|2011       |  |   | 2.7  | 
|2012       |  |   | 6.2  | 
|           |  |   |      | 
|Total      |  | $ | 10.8 | 
|           |  |   |      | 

The availability of the
credit lines is subject to Credcos compliance with certain financial covenants
that require maintenance of a 1.25 ratio of combined earnings and fixed charges
to fixed charges. The ratio of earnings to fixed charges for Credco was 1.66
for the six months ended June 30, 2009. The ratio of earnings to fixed charges
for American Express for the six months ended June 30, 2009 was 1.84.

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

In consideration of all its
funding sources, Credco believes that it has the liquidity to satisfy all
maturing obligations and fund normal business operations for at least a
12-month period from June 30, 2009.

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AMERICAN EXPRESS CREDIT CORPORATION

Forward-Looking Statements

Various
statements have been made in this Quarterly Report on Form 10-Q that may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements may also
be made in Credcos other reports filed with or furnished to the SEC and in
other documents. In addition, from time to time, Credco, through its
management, may make oral forward-looking statements. Forward-looking statements
are subject to risks and uncertainties, including those identified below, which
could cause actual results to differ materially from such statements. The words
believe, expect, anticipate, optimistic, intend, plan,
aim,
will, may, should, could, would, likely and similar
expressions are
intended to identify forward-looking statements. Credco cautions you that the
risk factors described below are not exclusive. There may also be other risks
that Credco is unable to predict at this time that may cause actual results to
differ materially from those in forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date on which they are made. Credco undertakes no
obligation to update or revise any forward-looking statements.

Factors that
could cause actual results to differ materially from Credcos forward-looking
statements include, but are not limited to:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | credit
 trends, which will depend in part on the economic environment, including,
 among other things, the housing market and the rates of bankruptcies, which
 can affect spending on card products and debt payments by individual and
 business customers;                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos
 ability to accurately estimate the provisions for losses in Credcos
 outstanding portfolio of cardmember receivables and loans;                                                                                                                                                                                                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | fluctuations
 in foreign currency exchange rates;                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | negative
 changes in Credcos credit ratings, which could result in decreased liquidity
 and higher borrowing costs;                                                                                                                                                                                                                                                                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | changes in
 laws or government regulations affecting American Express business,
 including the potential impact of the Credit Card Accountability
 Responsibility and Disclosure Act of 2009 and regulations adopted by federal
 bank regulators relating to certain credit and charge card practices;                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | the effect
 of fluctuating interest rates, which could affect Credcos borrowing costs;                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | the impact
 on American Express business resulting from continuing geopolitical uncertainty;                                                                                                                                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to satisfy its
 liquidity needs and execute on its funding plans, which will depend on, among
 other things, Credcos future business growth, its credit ratings, market
 capacity and demand for securities offered by Credco, performance by Credcos
 counterparties under its bank credit facilities and other lending facilities,
 and regulatory changes, including adoption of changes to the policies, rules
 and regulations of the Board of Governors of the Federal Reserve System;
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to meet the
 criteria for participation in certain liquidity facilities and other funding
 programs, including the Commercial Paper Funding Facility being made
 available through the Federal Reserve Bank of New York, or through other governmental
 entities; and                                                                                                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | Credcos ability to access in a
 timely manner its remaining investment in the Reserve Primary Fund.                                                                                                                                                                                                                                                                                                                                                                                                           

OTHER
REPORTING MATTERS

Accounting Developments

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

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AMERICAN EXPRESS CREDIT CORPORATION

Item 4. CONTROLS AND
PROCEDURES

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

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AMERICAN EXPRESS CREDIT CORPORATION

PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

| |                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For a
 discussion of Credcos risk factors, see Part I, Item 1A. Risk Factors of
 our Annual Report on Form 10-K for the year ended December 31, 2008. There
 are no material changes from the risk factors set forth in such Annual Report
 on Form 10-K.

Item 6. EXHIBITS

| |                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------
| | The exhibits
 required to be filed with this report are listed on page E-1 hereof, under
 Exhibit Index, which is incorporated herein by reference.

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AMERICAN EXPRESS CREDIT CORPORATION

SIGNATURES

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

AMERICAN EXPRESS CREDIT CORPORATION(Registrant)

|                           |  |    |                                              | 
|-------------------------- |  | -- | -------------------------------------------- | 
|DATE:     August
 12, 2009 |  | By | /s/
 Christopher S. Forno                    | 
|                           |  |    |                                              | 
|                           |  |    | Christopher
 S. Forno                        | 
|                           |  |    | President
 and Chief Executive Officer       | 
|                           |  |    |                                              | 
|DATE:     August
 12, 2009 |  | By | /s/ Lawrence
 A. Belmonte                    | 
|                           |  |    |                                              | 
|                           |  |    | Lawrence A.
 Belmonte                        | 
|                           |  |    | Vice
 President and Chief Accounting Officer | 

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AMERICAN EXPRESS CREDIT CORPORATION

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

|             |  |                                                                                                                                                                              |             |                                                                                                                                                |  |  |           | 
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|             |  |                                                                                                                                                                              | Description |                                                                                                                                                |  |  | How Filed | 
|             |  |                                                                                                                                                                              |             |                                                                                                                                                |  |  |           | 
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 4(a) |  | Form of Permanent Global Registered Fixed-Rate Medium-Term Senior Note, Series D                                                                                             |             | Incorporated by reference to Exhibit
        4(i) to Registrants Registration Statement on Form S-3
dated June 16, 2009 (File No. 333-160018)
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 4(b) |  | Form of Permanent Global Registered Floating Rate Medium-Term Senior Note, Series D                                                                                          |             | Incorporated by reference to Exhibit 4(j) to Registrants Registration Statement on Form S-3
dated June 16, 2009 (File No. 333-160018)        
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 4(c) |  | Form of Medium-Term Note - Master Note relating to the Companys InterNotes® program                                                                                         |             | Incorporated by reference to Exhibit 4(l) to Registrants Registration Statement on Form S-3
dated June 16, 2009 (File No. 333-160018)        
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 12.1 |  | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Credit
 Corporation.                                                                       |             | Electronically
 filed herewith.                                                                                                               
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 12.2 |  | Computation
 in Support of Ratio of Earnings to Fixed Charges of American Express Company.                                                                                   |             | Electronically
 filed herewith.                                                                                                               
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 31.1 |  | Certification
 of Christopher S. Forno, Chief Executive Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.              |             | Electronically
 filed herewith.                                                                                                               
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 31.2 |  | Certification
 of David L. Yowan, Chief Financial Officer, pursuant to Rule 13a-14(a)
 promulgated under the Securities Exchange Act of 1934, as amended.                    |             | Electronically
 filed herewith.                                                                                                               
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 32.1 |  | Certification
 of Christopher S. Forno, Chief Executive Officer, pursuant to 18 U.S.C.
 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002. |             | Electronically
 filed herewith.                                                                                                               
|             |  |                                                                                                                                                                              |             |                                                                                                                                               
|Exhibit 32.2 |  | Certification
 of David L. Yowan, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.        |             | Electronically
 filed herewith.                                                                                                               

E-1

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