**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****Commission File Nos. 333-121895-02; 333-121895-03****FORM 10-K**   þ **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934****For the fiscal year ended December 31, 2006****OR**   o **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934****For the transition period from                      to                     ****AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION V LLC****As a depositor on behalf of****AMERICAN EXPRESS ISSUANCE TRUST**(Issuing Entity in respect of the Certificates)(Exact name of registrant as specified in its charter)   Delaware 20-2007139(State or other jurisdiction (I.R.S. Employerof incorporation or organization) Identification No.)   200 Vesey Street, New York, New York 10285(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: 212-640-2000Securities registered pursuant to Section 12(b) of the Act: NONESecurities registered pursuant to Section 12(g) of the Act: NONEIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. YES o    NO þIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act. YES o    NO þIndicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days. YES þ    NO oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best of the registrant’sknowledge, in definitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):Large accelerated filer o      Accelerated filer o      Non-accelerated filer þIndicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of theAct). YES o    NO þState the aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, or the average bid andasked price of such common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter: None.DOCUMENTS INCORPORATED BY REFERENCE: NONE  
 

 
INTRODUCTORY NOTEPursuant to a no-action request (no action request of American Express Credit AccountMaster Trust publicly available December 6, 1996), applicable also to this Trust, theregistrant is not required to respond to various items of Form 10-K. Such items aredesignated herein as “Not Applicable”. The registrant is not subject to Regulation ABpromulgated by the Securities and Exchange Commission because the registrant has notissued any securities since September 16, 2005. American Express Travel Related ServicesCompany, Inc. (“TRS”), the servicer of the Trust, is also the servicer of the AmericanExpress Credit Account Master Trust, which has been reporting under Regulation AB in 2006.As required by Item 1122 of Regulation AB with respect to the American Express CreditAccount Master Trust, TRS has prepared an assertion on compliance with applicableRegulation AB criteria and PricewaterhouseCoopers LLP has examined such assertion andissued a report thereon, which have been included in the Form 10-K report for theAmerican Express Credit Account Master Trust. The servicing platform to which suchassertion relates is asset-backed securities transactions involving credit and charge cardreceivables conducted by the American Express Credit Account Master Trust and the AmericanExpress Issuance Trust where the related asset-backed securities were outstanding duringthe Reporting Period of January 1, 2006 through December 31, 2006. A copy of TRS’ reportand PricewaterhouseCoopers LLP’s examination thereon are included in this Report on Form10-K as Exhibit 99.3.PART IItem 1. Business          Not Applicable.Item 1A. Risk Factors          Not Applicable.Item 1B. Unresolved Staff Comments          Not Applicable.Item 2. Properties     The American Express Issuance Trust (the “Trust”), a Delaware statutory trust, wasformed pursuant to a Trust Agreement dated as of May 19, 2005, between AmericanExpress Receivables Financing Corporation V LLC (“RFC V”), as beneficiary andtransferor, and Wilmington Trust Company, as owner trustee. The Trust issues notespursuant to an Indenture dated as of May 19, 2005, between the Trust and The Bank of NewYork, as indenture trustee and as securities intermediary, as supplemented by an indenturesupplement applicable to each series of notes. As of the date hereof, the Trust’sprimary assets are receivables arising in designated consumer and small business chargeaccounts owned by American Express Travel Related Services Company, Inc. (“TRS”),American Express Centurion Bank (“AECB”) and American Express Bank, FSB (“FSB”) (TRS, AECBand FSB are collectively, the “originators”). TRS is the servicer and administrator of theTrust. RFC V is the depositor and transferor to the Trust.     The Trust was formed for the purpose of acquiring and holding the Trust assets andfrom time to time issuing asset-backed notes under the Indenture and one or moresupplements thereto, including issuing and selling notes to investors in underwrittenpublic offerings. Each note is entitled to receive its allocated share of finance chargeand principal collections on the trust assets as the source of interest and principalpayments on such note. Notes issued by the Trust are obligations only of the Trust andnot of TRS, AECB, FSB, RFC V or any other person or entity.
 

 
     Pursuant to the Indenture, each month the servicer prepares a monthly reportcontaining information regarding the Trust’s notes and the Trust’s assets for the relateddue period and payment dates for the notes. The servicer has prepared a report that setsforth, with respect to certain of the items reported on in the monthly reports, theaggregate amount of such items for the period December 25, 2005 through December 24, 2006,or, as applicable, the amount of such items as of December 24, 2006, the last day ofthe last monthly period in 2006. This aggregated information is filed as Exhibit99.4.Item 3. Legal Proceedings     American Express Company and its affiliates (collectively, “American Express”), including theservicer and the originators, are, from time to time, subject to various pending or threatenedlegal proceedings arising out of their card origination, servicing and merchant network servicesactivities. The potential effect of these lawsuits on the notes issued by the Trust cannot bepredicted at this time.     American Express has been named in a number of purported class actions in which the plaintiffsallege an unlawful antitrust tying arrangement between American Express’ charge cards, on the onehand, and its credit cards and debit cards, on the other, in violation of various state and federallaws. The plaintiffs in these actions seek injunctive relief and an unspecified amount of damages.American Express filed a motion to dismiss all of the actions that were filed prior to April 30,2004 pending in the Southern District of New York and, with respect to one case pending inCalifornia, to stay the action pending resolution of the motion to dismiss. On July 1, 2005, theCourt denied American Express’ motion to dismiss. The California case remains stayed. On March 16,2006, the Court granted American Express’ motion to compel arbitration of the claims of thosemerchants whose card acceptance agreement contains an arbitration clause. That decision has beenappealed. New claims have now been filed against American Express challenging contract provisionsthat prohibit merchants from attempting to switch cardmembers to other forms of payment and thatprohibit merchants from discriminating against the American Express Card by placing restrictions oncard use (such as surcharging) that are not placed on cards issued by competitors. These new claimsare pending in the Southern District of New York and are subject to the March 16 arbitrationruling.Item 4. Submission of Matters to a Vote of Security Holders     None.PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchasers of Equity Securities (a) The Registrant has no voting stock or class of common stockoutstanding as of the date of this report. To the Registrant’s knowledge,there is no established public trading market for the notes. Each class ofthe Trust’s notes that is publicly offered in the United States isrepresented by one or more notes registered in the name of Cede & Co., thenominee of The Depository Trust Company (“DTC”), a “clearing agency”registered pursuant to the provisions of Section 17A of the SecuritiesExchange Act of 1934, as amended.  (b) Not Applicable.  (c) Not Applicable.Item 6. Selected Financial Data     Not Applicable.Item 7. Management’s Discussion and Analysis of Financial Condition and Results
 

 
     of Operation     Not Applicable.Item 7A. Quantitative and Qualitative Disclosure About Market Risk     Not Applicable.Item 8. Financial Statements and Supplementary Data     Not Applicable.Item 9. Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure     None.Item 9A. Controls and Procedures     Not Applicable.Item 9B. Other Information     None.PART IIIItem 10.Directors, Executive Officers and Corporate Governance     Not Applicable.Item 11. Executive Compensation     Not Applicable.Item 12. Security Ownership of Certain Beneficial Owners and Management     (a) Each class of the Trust’s notes that is publicly offered in the UnitedStates is represented by one or more notes registered in the name of Cede & Co., thenominee of DTC. Cede & Co. holds the notes on behalf of brokers, dealers, banks and otherdirect participants in the DTC system. DTC participants may own notes for their ownaccount or hold them for the accounts of their customers. As of February 26, 2007, thefollowing direct DTC participants held positions in the notes equal to or exceeding 5%of the total principal amount of the notes of each class of each series outstandingon that date. Information on DTC participants’ held positions is provided by DTC.               Principal      Amount Percent  Name of Notes of ClassSERIES2005-1 CLASS AFLOATINGRATE ASSETBACKEDNOTES: Bank of New York $164,600,000   29.4%             Northern Trust $115,450,000   20.6%             Citibank $65,000,000   11.6%             Goldman Sachs $50,000,000   8.9%             LaSalle Bank $33,370,000   5.9%             Mellon Trust $29,500,000   5.2%
 

 
               Principal      Amount Percent  Name of Notes of ClassSERIES2005-1 CLASS BFLOATINGRATE ASSETBACKEDNOTES: Bank of New York $12,000,000   100%           SERIES2005-2 CLASS AFLOATINGRATE ASSETBACKEDNOTES: Bank of New York $235,000,000   42.1%             SEI Private Bank $150,000,000   26.8%             US Bank, NA $65,000,000   11.6%             LaSalle Bank $50,000,000   8.9%             State Street Bank & Trust Co. $50,000,000   8.9%           SERIES2005-2 CLASS BFLOATINGRATEASSET BACKEDNOTES: CGM/Salomon Brothers $12,000,000   100% The address of each of the above participants is:(a) c/o The Depository Trust Company