<Page>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    ---------
                                    FORM 10-K
                                    ---------

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                           Commission File No. 1-6908

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

<TABLE>
<S>                                                <C>
         Delaware                                              11-1988350
(State or other jurisdiction of                    (I.R.S. Employer Identification  No.)
incorporation or organization)

One Christina Centre, 301 North Walnut Street                  19801-2919
Suite 1002, Wilmington, Delaware                               (Zip Code)
(Address of principal executive offices)
</TABLE>


Registrant's telephone number including area code: (302) 594-3350.

Securities registered pursuant to Section 12 (b) of the Act:

<TABLE>
<CAPTION>
                                                         Name of each exchange
         Title of each class                              on which registered
----------------------------------------                  -------------------
<S>                                                    <C>
Step-Up Senior Notes due August 10, 2005                New York Stock Exchange
</TABLE>

Securities registered pursuant to Section 12 (g) of the Act: None.

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X  No
                                      ---   ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
                            ---
American Express Company, through a wholly-owned subsidiary, owns all of the
outstanding common stock of the Registrant. Accordingly, there is no market for
the Registrant's common stock. At March 29, 2002, 1,504,938 shares were
outstanding.


                    Documents incorporated by reference: None





<Page>



                                     PART I

Item 1. BUSINESS

Introduction

American Express Credit Corporation (including its subsidiaries, where
appropriate, "Credco") was incorporated in Delaware in 1962 and was acquired by
American Express Company ("American Express") in December 1965. On January 1,
1983, Credco became a wholly-owned subsidiary of American Express Travel Related
Services Company, Inc. (including its subsidiaries, where appropriate, "TRS"), a
wholly-owned subsidiary of American Express.

Credco is primarily engaged in the business of purchasing most charge Cardmember
receivables arising from the use of the American Express'r' Card, including the
American Express'r' Gold Card, Platinum Card'r' and Corporate Card issued in the
United States, and in designated currencies outside the United States. Credco
also purchases certain revolving credit receivables arising from the use of
American Express credit cards (whether branded the "Optima'r' Card" or
otherwise), interest-bearing receivables from extended payment plans such as
Sign & Travel'r' and Extended Payment Option (which provide for extended payment
for certain charges) and interest-bearing equipment financing installment loans
and leases. The American Express Card and American Express credit cards are
collectively referred to herein as the "Card."

American Express Card Business

TRS currently issues the Card in 43 currencies (including cards issued by
banks and other qualified institutions). The Card, which is issued to individual
consumers for their personal account or through a corporate account established
by their employer for its business purposes, permits Cardmembers to charge
purchases of goods or services in the United States and in most countries around
the world at establishments that have agreed to accept the Card. As a merchant
processor, TRS accepts and processes from each participating establishment the
charges arising from Cardmember purchases at a discount that varies with the
type of participating establishment, the charge volume, the timing and method of
payment to the establishment, the method of submission of charges and, in
certain instances, the average charge amount and the amount of information
provided.

The charge card is primarily designed as a method of payment and not as a means
of financing purchases of goods or services and carries no pre-set spending
limit. Charges are approved based on a variety of factors including a
Cardmember's account history, credit record and personal resources. Charge cards
require payment by the Cardmember of the full amount billed each month, and no
finance charges are assessed. Charge card accounts that are past due are
subject, in most cases, to a delinquency assessment and, if not brought to
current status, subject to cancellation. The American Express credit card
comprises a family of revolving credit cards marketed in the United States and
other countries. These cards have a range of different payment terms, grace
periods and rate and fee structures.

The American Express Card and consumer lending businesses are subject to
extensive regulation in the United States under a number of federal laws and
regulations, including the Equal Credit Opportunity Act, which generally
prohibits discrimination in the granting and handling of credit; the Fair Credit
Reporting Act, which, among other things, regulates use by creditors of consumer
credit reports and credit prescreening practices and requires certain
disclosures when an application for credit is rejected; the Truth in Lending
Act, which, among other things, requires extensive disclosure of the terms upon
which credit is granted; the Fair Credit Billing Act, which, among other things,
regulates the manner in which billing inquiries are handled and specifies
certain billing requirements; and the Fair Credit and Charge Card Disclosure
Act, which mandates certain disclosures on credit and charge card applications.
In addition, certain federal privacy-related laws and regulations govern the
collection and use of customer information by financial institutions.

                                       1






<Page>


Federal legislation also regulates abusive debt collection practices. In
addition, a number of states and foreign countries have similar consumer credit
protection, disclosure and privacy-related laws. The application of federal and
state bankruptcy and debtor relief laws affect Credco to the extent that such
laws result in amounts owed by Cardmembers being classified as delinquent and/or
charged off as uncollectible.

General Nature of Credco's Business

Credco purchases certain Cardmember receivables arising from the use of the Card
throughout the world pursuant to agreements (the "Receivables Agreements") with
TRS and certain of its subsidiaries that issue the Card ("Card Issuers"). Net
income primarily depends on the volume of receivables arising from the use of
the Card purchased by Credco, the discount rates applicable thereto, the
relationship of total discount to Credco's interest expense and the
collectibility of the receivables purchased. The average life and collectibility
of accounts receivable generated by the use of the Card are affected by factors
such as general economic conditions, overall levels of consumer debt and the
number of new Cards issued.

Credco purchases Cardmember receivables without recourse. Amounts resulting from
unauthorized charges (for example, those made with a lost or stolen Card) are
excluded from the definition of "receivables" under the Receivables Agreements
and are not eligible for purchase by Credco. If the unauthorized nature of the
charge is discovered after purchase by Credco, the Card Issuer repurchases the
charge from Credco.

Credco generally purchases non-interest-bearing charge Cardmember receivables at
face amount less a specified discount agreed upon from time to time, and
interest-bearing revolving credit Cardmember receivables at face amount. The
Receivables Agreements generally require that non-interest-bearing receivables
be purchased at a discount rate which yields to Credco earnings of at least 1.25
times its fixed charges on an annual basis. The Receivables Agreements also
provide that consideration will be given from time to time to revising the
discount rate applicable to purchases of new receivables to reflect changes in
money market interest rates or significant changes in the collectibility of the
receivables. New groups of Cardmember receivables are generally purchased net of
reserve balances applicable thereto.

Extended payment plan receivables and leases are primarily funded by
subsidiaries of TRS other than Credco, although, certain extended payment plan
receivables are purchased by Credco. At December 31, 2001 and 2000, extended
payment plan receivables owned by Credco totaled $3.9 billion and $2.1 billion,
representing 17.0 percent and 8.7 percent, respectively, of all interests in
receivables owned by Credco. These receivables consist of certain
interest-bearing extended payment plan receivables comprised principally of
American Express credit card, Sign & Travel and Extended Payment Option
receivables, lines of credit to American Express Bank customers and
interest-bearing equipment financing installment loans and leases.

Credco, through a wholly-owned subsidiary, Credco Receivables Corp. ("CRC"),
purchases gross participation interests in the seller's interest in both
non-interest-bearing and interest-bearing Cardmember receivables owned by two
master trusts formed by TRS as part of its asset securitization programs. The
gross participation interests represent undivided interests in the receivables
originated by TRS and by American Express Centurion Bank ("Centurion Bank"), a
wholly-owned subsidiary of TRS. See Note 4 in Notes to Consolidated Financial
Statements appearing herein.

The Card Issuers, at their expense and as agents for Credco, perform accounting,
clerical and other services necessary to bill and collect all Cardmember
receivables owned by Credco. The Receivables Agreements provide that, without
the prior written consent of Credco, the credit standards used to determine
whether a Card is to be issued to an applicant may not be materially reduced and
that the policy as to the cancellation of Cards for credit reasons may not be
materially liberalized.

American Express, as the parent of TRS, has agreed with Credco that it will take
all necessary steps to assure performance of certain TRS obligations under the
Receivables Agreements between TRS and Credco. The

                                       2






<Page>



Receivables Agreements may be terminated at any time by the parties thereto,
generally upon little or no notice. Alternatively, such parties may agree to
reduce the required 1.25 fixed charge coverage ratio, which could result in
lower discount rates and, consequently, lower revenues and net income for
Credco. The obligations of Credco are not guaranteed under the Receivables
Agreements or otherwise by American Express or the Card Issuers.


Volume of Business

The following table shows the volume of Cardmember receivables purchased by
Credco, excluding Cardmember receivables sold to affiliates, during each of the
years indicated, together with receivables owned by Credco at the end of such
years (millions):

<TABLE>
<CAPTION>
                     Volume of Gross Cardmember               Cardmember Receivables Owned
                       Receivables Purchased                        at December 31,

 Year           Domestic      Foreign        Total        Domestic      Foreign        Total
 ----           --------      -------        -----        --------      -------        -----
<S>             <C>           <C>           <C>             <C>           <C>         <C>
 2001           $158,939      $45,132       $204,071        $17,406       $5,642      $23,048
 2000            161,281       44,820        206,101         19,545        5,165       24,710
 1999            131,849       41,822        173,671         18,358        4,967       23,325
 1998            116,957       38,105        155,062         15,096        4,030       19,126
 1997            108,573       37,030        145,603         15,475        4,017       19,492
</TABLE>

The Card business does not experience significant seasonal fluctuation, although
Card billed business tends to be moderately higher in the fourth quarter than in
other quarters.

TRS' asset securitization programs disclosed above have reduced the volume of
domestic Cardmember receivables purchased and the amount owned by Credco.

The average life of Cardmember receivables owned by Credco for each of the five
years ended December 31 (based upon the ratio of the average amount of both
billed and unbilled receivables owned by Credco at the end of each month during
the years indicated to the volume of Cardmember receivables purchased by Credco)
were:

<TABLE>
<CAPTION>
                       Average Life of Cardmember
       Year               Receivables (in days)
       ----               ---------------------
<S>                                <C>
       2001                        41
       2000                        41
       1999                        42
       1998                        43
       1997                        43
</TABLE>

The following table shows the aging of billed, non-interest-bearing charge
Cardmember receivables:

<TABLE>
<CAPTION>
                                       December 31,
                                  2001              2000
     -------------------------------------------------------
<S>                                <C>            <C>
     Current                       86.8%          84.3%
     30 to 59 days                  7.9           10.9
     60 to 89 days                  1.7            2.1
     90 days and over               3.6            2.7
</TABLE>




                                       3




<PAGE>

Loss Experience

Credco generally writes off against its reserve for doubtful accounts the total
balance in an account for which any portion remains unpaid twelve months from
the date of original billing for non-interest-bearing Charge Card receivables
and after six contractual payments are past due for interest-bearing revolving
credit receivables. Accounts are written off earlier if deemed uncollectible.

The following table sets forth Credco's write-offs, net of recoveries, expressed
in millions and as a percentage of the volume of Cardmember receivables
purchased by Credco in each of the years indicated:

<TABLE>
<CAPTION>
                                     2001      2000      1999       1998       1997
                                     ----      ----      ----       ----       ----
<S>                                  <C>      <C>        <C>        <C>        <C>
Write-offs, net of recoveries        $867     $654       $616       $647       $615

% of net Cardmember
    receivables purchased            .42%     .32%       .35%       .42%       .42%
</TABLE>

Sources of Funds

Credco's business is financed by short-term borrowings consisting
principally of commercial paper, borrowings under bank lines of credit and
issuances of medium- and long-term debt, as well as through operations. The
weighted average interest cost on an annual basis of all borrowings, after
giving effect to commitment fees under lines of credit and the impact of
interest rate swaps, during the following years were:

<TABLE>
<CAPTION>
                                          Weighted Average
                           Year             Interest Cost
                           ----             -------------
                           <S>                 <C>
                           2001                5.98%
                           2000                6.04
                           1999                5.16
                           1998                5.66
                           1997                5.66
</TABLE>

From time to time, American Express and certain of its subsidiaries
purchase Credco's commercial paper at prevailing rates, enter into variable
rate note agreements at interest rates generally above the 13-week treasury
bill rate and provide lines of credit. The largest amount of borrowings
from American Express or its subsidiaries at any month end during the five
years ended December 31, 2001 was $6.4 billion. At December 31, 2001, the
amount borrowed was $3.1 billion. See Notes 5 and 6 in Notes to
Consolidated Financial Statements appearing herein for information about
Credco's debt, including Credco's lines of credit from various banks and
long-term debt.

Foreign Operations

See Notes 2, 8 and 11 in Notes to Consolidated Financial Statements
appearing herein for information about Credco's foreign exchange risks and
operations in different geographical regions.

Employees

At December 31, 2001, Credco had 27 employees.




                                       4







<Page>



Item 2. PROPERTIES.

Credco neither owns nor leases any material physical properties.

Item 3. LEGAL PROCEEDINGS.

There are no material pending legal proceedings to which Credco or its
subsidiaries is a party or of which any of their property is the subject.
Credco knows of no such proceedings being contemplated by government
authorities or other parties.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Omitted pursuant to General Instruction I(2)(c) to Form 10-K.

                                PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

American Express, through a wholly-owned subsidiary, TRS, owns all of the
outstanding common stock of Credco. Therefore, there is no market for
Credco's common stock.

For information about limitations on Credco's ability to pay dividends, see
Note 7 in Notes to Consolidated Financial Statements appearing herein.






                                       5






<Page>




Item 6. SELECTED FINANCIAL DATA.

The following summary of certain consolidated financial information of
Credco was derived from audited financial statements for the five years
ended December 31:

<TABLE>
<CAPTION>
($ in millions)                         2001        2000         1999         1998         1997
                                        ----        ----         ----         ----         ----
<S>                                     <C>         <C>          <C>          <C>         <C>
Income Statement Data

Revenues                                2,842       2,601        2,168        2,214       2,064

Interest expense                        1,458       1,459        1,130        1,190       1,125

Provision for doubtful
  accounts, net of recoveries             937         689          672          632         584

Income tax provision                      140         150          120          128         114

Net income                                277         286          223          237         212

Balance Sheet Data

Accounts receivable                    23,048      24,710       23,325       19,126      19,492

Reserve for credit losses                (847)       (739)        (684)        (597)       (633)

Total assets                           26,542      28,326       26,726       23,535      22,936

Short-term debt                        20,584      22,972       20,231       17,528      16,582

Current portion of
  long-term debt                          800         550          550          353           4

Long-term debt                          1,030       1,811        2,575        3,053       3,264

Shareholder's equity                    2,200       2,152        2,061        1,994       1,907

Cash dividends                             --         200          150          150         150
</TABLE>








                                       6






<Page>




Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Certain Critical Accounting Policies

In December 2001, the Securities and Exchange Commission issued a financial
reporting release, FR-60, "Cautionary Advice Regarding Disclosure About Critical
Accounting Policies." In this connection, the following information has been
provided about certain critical accounting policies that are important to the
Consolidated Financial Statements and that entail, to a significant extent, the
use of estimates, assumptions and the application of management's judgment.
These policies relate to reserves for Cardmember credit losses and the
recognition of impairment within the investment portfolio.

o     Provision for credit losses related to Cardmember loans and receivables is
      one of the largest operating expenses of Credco. Reserves for these credit
      losses are primarily based upon statistically driven models derived from
      historical experience, as well as management judgment as to the economic
      and business environment. In determining the reserves, management
      evaluates both internal credit metrics, such as migration analysis,
      write-off rates, recovery rates and net write-off coverage, as well as
      external economic data, such as unemployment, bankruptcy filings and
      consumer confidence, among other indicators that may impact the
      portfolios. To the extent historical credit experience is not indicative
      of future performance or other assumptions used by management do not
      prevail, loss experience could differ significantly, resulting in either
      higher or lower future provision for losses, as applicable.

o     Generally, investment securities are carried at fair value on the balance
      sheet. Gains and losses are recognized in the results of operations upon
      disposition of the securities. In addition, losses are also recognized
      when management determines that a decline in value is not temporary, which
      requires judgment regarding the amount and timing of recovery. Typically,
      Credco defines an event of impairment for debt securities as issuer
      default or bankruptcy. Fair value is generally based on quoted market
      prices.

Liquidity and Capital Resources

Credco's portfolio consists of Charge Card receivables and loans purchased
without recourse from Card Issuers throughout the world and participation
interests purchased without recourse in the seller's interest in both
non-interest-bearing and interest-bearing Cardmember receivables. These
participation interests are owned by two master trusts formed by TRS as part of
its asset securitization programs. At December 31, 2001 and 2000, respectively,
Credco owned $19.1 billion and $22.6 billion of Charge Card receivables and
participation in Charge Card receivables, representing 83.0 percent and 91.3
percent, respectively, of the total receivables owned. Revolving credit
receivables, representing 17.0 percent and 8.7 percent of the total receivables
owned, were $3.9 billion and $2.1 billion at December 31, 2001 and 2000,
respectively.

Credco's assets are financed through a combination of short-term debt, long-term
senior notes, equity capital and retained earnings. Daily funding requirements
are met primarily by the sale of commercial paper. 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. The average amount of
commercial paper outstanding was $18.6 billion for 2001 and $18.5 billion for
2000.

An alternate source of borrowing consists of committed credit line facilities.
The aggregate commitment of these facilities is generally maintained at 50
percent of short-term debt, net of short-term investments and cash equivalents.
Committed credit line facilities at December 31, 2001 and 2000 totaled $10.4
billion and $9.7 billion, respectively. In addition, Credco, through its
wholly-owned subsidiary, American Express




                                       7







<Page>


Overseas Credit Corporation Limited ("AEOCC"), had short-term borrowings under
uncommitted lines of credit totaling $68 million and $84 million at December 31,
2001 and 2000, respectively.

The availability of credit lines is subject to Credco's maintenance of a 1.25
ratio of combined earnings and fixed charges to fixed charges. For the year
ended December 31, 2001, this ratio was 1.29. Additionally, Credco's credit
ratings are critical to maintaining its short-term funding sources and
containing related interest costs. Rating agencies review factors such as
capital adequacy with a view towards maintaining certain levels of capital,
liquidity, business volumes, asset quality and economic market trends, among
others, in assessing American Express' and its subsidiaries' appropriate
ratings. Subsequent to the terrorist attacks of September 11th, American
Express' A+ and its subsidiaries' (including Credco's) credit ratings were
affirmed by Standard & Poor's and Fitch, two credit rating agencies. At the same
time, however, each agency revised its respective rating outlook on American
Express and its subsidiaries from stable to negative in light of the ensuing
weak climate for business and consumer travel and spending and weaker capital
markets. In their statements, the rating agencies indicated that while American
Express has significant financial resources to address short-term business
volume disruptions, if business volumes remained depressed for an extended
period, its credit ratings would be under pressure.

During 2001, 2000 and 1999, Credco's average long-term debt outstanding was $2.2
billion, $2.7 billion and $3.1 billion, respectively. At December 31, 2001,
Credco had approximately $2.4 billion of medium- and long-term debt and warrants
available for issuance under shelf registrations filed with the Securities and
Exchange Commission ("SEC"). At March 25, 2002, Credco had $8 billion of debt
securities and warrants available for issuance under such shelf registrations.
In addition, Credco, TRS, AEOCC, Centurion Bank and American Express Bank Ltd.
(a wholly-owned indirect subsidiary of American Express) have established
programs for the issuance, outside the United States, of debt instruments to be
listed on the Luxembourg Stock Exchange. The maximum aggregate principal amount
of debt instruments outstanding at any one time under the program will not
exceed $6.0 billion. At December 31, 2001, this program had the ability to issue
$4.7 billion of debt.

Credco paid dividends of $200 million to TRS in December 2000. No dividends were
paid to TRS in 2001.

In 2000, Credco called $150 million 1.125% Cash Exchangeable Notes due 2003.
These notes were exchangeable for an amount in cash which was linked to the
price of the common shares of American Express. Credco had entered into
agreements to fully hedge its obligations. Accordingly, the related hedging
agreements were called at the same time.

In early 2002, Credco issued an aggregate of $2.0 billion of medium-term notes
at fixed and floating rates with maturities of one to three years. As of March
25, 2002, Credco had $8 billion of debt securities and warrants to purchase debt
securities available for issuance under a shelf registration statement filed
with the SEC.

In 2001, the American Express Credit Account Master Trust (the "Master Trust")
securitized $4.3 billion of loans through the public issuances of two classes of
investor certificates and privately placed collateral interests in the assets of
the Master Trust. At the time of these issuances, CRC sold $32.5 million of
gross seller's interest ($31.7 million, net of reserves) to American Express
Receivables Financing Corporation II ("RFCII"), a wholly-owned subsidiary of
TRS. In addition, CRC purchased, as an investment, $406 million of Class C
Certificates issued by the Master Trust collateralized by the revolving credit
receivables held by the Master Trust.

In February 2002, the Master Trust securitized an additional $920 million of
loans. At the time of this issuance, CRC sold $3.1 million of gross seller's
interest ($3.0 million, net of reserves) to RFCII. In addition, at the time of
this issuance, CRC purchased, as an investment, $87.4 million of Class C
Certificates collateralized by the revolving credit receivables held by the
Master Trust.



                                       8






<Page>



In 2001, the American Express Master Trust (the "Trust") securitized $750
million of Charge Card receivables. At the time of this issuance, CRC sold $829
million of seller's interest ($793 million, net of reserves) to American Express
Receivables Financing Corporation ("RFC"). In addition, at the time of the
issuance, CRC purchased, as an investment, $60.8 million in Class B Certificates
collateralized by the receivables held by the Trust. Additionally, in 2001, $300
million Class A Fixed Rate Account Receivable Trust Certificates and $300
million Class A Floating Rate Accounts Receivable Trust Certificates matured
from the Charge Card securitization portfolio which increased the participation
interest owned by CRC. CRC owns a participation interest in the seller's
interest in charge Cardmember receivables that have been conveyed to the Trust.
In addition, $41.7 million of Class B Certificates owned by CRC matured in 2001.

In January 2002, the Trust securitized an additional $750 million of Charge Card
receivables. At the time of this issuance, CRC sold $829 million of seller's
interest ($797 million, net of reserves) to RFC. In addition, at the time of the
issuance, CRC purchased, as an investment, $60.8 million in Class B Certificates
collateralized by the receivables held by the Trust.

Results of Operations

Credco purchases Cardmember receivables without recourse from TRS.
Non-interest-bearing charge Cardmember receivables are purchased at face amount
less a specified discount agreed upon from time to time, and interest-bearing
revolving credit Cardmember receivables are generally purchased at face amount.
Non-interest-bearing receivables are purchased under Receivables Agreements that
generally provide that the discount rate shall not be lower than a rate that
yields earnings of at least 1.25 times fixed charges on an annual basis. The
ratio of earnings to fixed charges was 1.29, 1.30 and 1.30 in 2001, 2000 and
1999, respectively. The ratio of earnings to fixed charges for American Express,
the parent of TRS, for the years ended December 31, 2001, 2000 and 1999 was
1.52, 2.25 and 2.48, respectively. The Receivables Agreements also provide that
consideration will be given from time to time to revising the discount rate
applicable to purchases of new receivables to reflect changes in money market
interest rates or significant changes in the collectibility of the receivables.
Pretax income depends primarily on the volume of Cardmember receivables
purchased, the discount rates applicable thereto, the relationship of total
discount to Credco's interest expense and the collectibility of receivables
purchased. The average life of Cardmember receivables was 41 days for the years
ended December 31, 2001 and 2000, and 42 days for the year ended December 31,
1999.

Credco's increase in revenues during 2001 is primarily attributable to higher
discount rates. Interest income in 2001 decreased as a result of lower interest
rates. Interest expense is essentially unchanged from the prior year. Provision
for doubtful accounts increased in 2001 reflecting an increase in provision
rates.






                                       9





<Page>



The following is a further analysis of the increase (decrease) in key revenue
and expense accounts (millions):

<TABLE>
<CAPTION>
                                                                   2001           2000          1999
  ----------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>         <C>
  Revenue earned from purchased accounts receivable-changes
    attributable to:
       Volume of receivables purchased                            $ (39)        $  364      $    230
       Discount and interest rates                                  340             50          (222)
  -----------------------------------------------------------------------------------------------------
          Total                                                   $ 301         $  414      $      8
  -----------------------------------------------------------------------------------------------------
  Interest income from affiliates-changes attributable to:
       Volume of average investments outstanding                  $  21         $  (43)     $    (54)
       Interest rates                                               (42)            26            (6)
  -----------------------------------------------------------------------------------------------------
          Total                                                   $ (21)        $  (17)     $    (60)
  -----------------------------------------------------------------------------------------------------
  Interest income from investments-changes attributable to:
       Volume of average investments outstanding                  $  15         $    2      $     13
       Interest rates                                               (58)            33            (6)
  -----------------------------------------------------------------------------------------------------
          Total                                                   $ (43)        $   35      $      7
  -----------------------------------------------------------------------------------------------------
  Interest expense affiliates-changes attributable to:
       Volume of average debt outstanding                         $  36         $   32      $     (9)
       Interest rates                                               (95)            42           (10)
  -----------------------------------------------------------------------------------------------------
          Total                                                   $ (59)        $   74      $    (19)
  -----------------------------------------------------------------------------------------------------
  Interest expense other-changes attributable to:
       Volume of average debt outstanding                         $ (20)        $   84      $     59
       Interest rates                                                78            171          (100)
  -----------------------------------------------------------------------------------------------------
          Total                                                   $  58         $  255      $    (41)
  -----------------------------------------------------------------------------------------------------
  Provision for doubtful accounts-changes attributable to:
       Volume of receivables purchased                            $  (8)        $  157      $     95
       Provision rates and volume of recoveries                     256           (140)          (55)
  -----------------------------------------------------------------------------------------------------
          Total                                                   $ 248         $   17      $     40
  -----------------------------------------------------------------------------------------------------
</TABLE>






                                       10






<Page>



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credco's objective is to monitor and control risk exposures to earn returns
commensurate with the level of risk assumed. American Express management
establishes and oversees implementation of Board-approved policies covering its
funding, investments and use of derivative financial instruments. American
Express' treasury department, along with various asset and liability committees
in the businesses, is responsible for managing financial market risk exposures
within the context of Board-approved policies. See Note 8 in Notes to
Consolidated Financial Statements appearing herein for a discussion of Credco's
use of derivatives.

In the second half of 2001, American Express established the Corporate Risk
Management Committee ("CRMC") to supplement the risk management capabilities
resident within its business segments by routinely reviewing key market, credit
and other risk concentrations across American Express and recommending
corrective action where appropriate. The CRMC promotes a rigorous understanding
of risks across American Express and supports senior management in making
risk-return decisions.

Credco management believes a decline in its long-term credit rating by two
levels could result in its having to significantly reduce its commercial paper
and other short-term borrowings and replacing them, in part, by taking down
existing credit lines. Remaining borrowing requirements would be addressed
through other means such as additional securitizations. This would result in
higher interest expense on Credco's commercial paper and other debt, as well as
higher fees related to unused lines of credit. American Express believes a two
level downgrade is unlikely due to its capital position and growth prospects.

The following sections include sensitivity analyses of two different types of
market risk and estimate the effects of hypothetical sudden and sustained
changes in the applicable market conditions on the ensuing year's earnings,
based on year-end positions. The market changes, assumed to occur as of
year-end, are a 100 basis point increase in market interest rates and a 10
percent strengthening of the U.S. dollar versus all other currencies.
Computations of the prospective effects of hypothetical interest rate and
foreign exchange rate changes are based on numerous assumptions, including
relative levels of market interest rates and foreign exchange rates, as well as
the levels of assets and liabilities. The hypothetical changes and assumptions
will be different from what actually occurs in the future. Furthermore, the
computations do not incorporate actions that management could take if the
hypothetical market changes actually occur. As a result, actual earnings
consequences will differ from those quantified below.

Credco's hedging policies are established, maintained and monitored by the
American Express treasury department. Credco generally manages its exposures
along product lines. A variety of interest rate and foreign exchange hedging
strategies are employed to manage interest rate and foreign currency risks.

Credco funds its Charge Card receivables and Cardmember loans using on-balance
sheet funding sources such as long- and short-term debt, medium-term notes and
commercial paper and other debt. For Credco's Charge Card and fixed rate lending
receivables, interest rate exposure is managed through the issuance of long- and
short-term debt and the use of interest rate swaps and, to a lesser extent,
caps. During 2001, Credco continued its strategy by augmenting its portfolio of
interest rate swaps that convert a majority of its domestic funding from
floating rate to fixed rate. Credco regularly reviews its strategy and may
modify it. For the majority of Credco's Cardmember loans, which are linked to a
floating rate base and generally reprice each month, Credco uses floating rate
funding.

The detrimental effect on Credco's pretax earnings of a hypothetical 100 basis
point increase in interest rates would be approximately $40 million and $79
million, based on 2001 and 2000 year-end positions, respectively. This effect is
primarily a function of the extent of variable rate funding of Charge Card and
fixed rate lending products, to the degree that interest rate exposure is not
managed by derivative financial instruments. With respect to the managed portion
of that interest rate exposure, a substantial amount of the $226 million of
Credco's net after-tax unrealized losses recorded in other comprehensive income
on the consolidated balance sheet at December 31, 2001 represents the fair value
of the related derivative financial



                                       11






<Page>



instruments. These losses will be recognized in earnings during the terms of
those derivative contracts at the same time that Credco realizes the benefits of
lower market rates of interest on its funding of Charge Card and fixed rate
lending products.

Credco's foreign exchange risk arising from cross-currency charges and balance
sheet exposures is managed primarily by entering into agreements to buy and sell
currencies on a spot or forward basis.

Based on the year-end 2001 and 2000 foreign exchange positions, the effect on
Credco's earnings of the hypothetical 10 percent strengthening of the U.S.
dollar would be immaterial.

At December 31, 2001 Credco owned $31 million net, of U.S. Dollar denominated
receivables that it had purchased from the TRS Argentine Card company. At year
end, the Argentine government mandated the conversion of dollar denominated
assets into pesos and simultaneously devalued the peso. This development has
created a foreign exchange transaction exposure that previously did not exist
with respect to Credco's receivables portfolio. The devaluation has been given
effect in the financial statements as of December 31, 2001 by recording a loss
of $11 million pretax ($7 million after tax) in the Consolidated Statements of
Income. Credco is taking steps to manage this risk to the extent practicable and
efficient.

Forward-looking Statements

Various forward-looking statements have been made in this Form 10-K Annual
Report. Forward-looking statements may also be made in Credco's other reports
filed with 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", "should", "could" and similar expressions are
intended to identify 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
publicly 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:

      o     credit trends and the rate of bankruptcies, which can affect
            spending on card products and debt payments by individual and
            corporate customers;

      o     fluctuations in foreign currency exchange rates;

      o     negative changes in Credco's credit ratings, which could result in
            decreased liquidity and higher borrowing costs; and

      o     the effect of fluctuating interest rates, which could affect
            Credco's borrowing costs.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               1.     Financial Statements.

                      See Index to Financial Statements at page F-1 hereof.

               2.     Supplementary Financial Information.

                      Selected quarterly financial data. See Note 12 in Notes to
                      Consolidated Financial Statements appearing herein.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        None.



                                       12







<Page>



                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Omitted pursuant to General Instruction I(2) (c) to Form 10-K.

Item 11. EXECUTIVE COMPENSATION

         Omitted pursuant to General Instruction I(2) (c) to Form 10-K.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Omitted pursuant to General Instruction I(2) (c) to Form 10-K.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Omitted pursuant to General Instruction I(2) (c) to Form 10-K.








                                       13




<PAGE>



                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
         FORM 8-K

         (a)      1.       Financial Statements:
                           See Index to Financial Statements at page F-1 hereof.

                  2.       Financial Statement Schedule:
                           See Index to Financial Statements at page F-1 hereof.

                  3.       Exhibits:
                           See Exhibit Index hereof.

         (b)      Reports on Form 8-K:

                  Form 8-K dated December 21, 2001, Item 7, filing Credco's
                  Form of Agency Agreement, dated as of December 21, 2001,
                  between Credco and the Agents named therein and the forms of
                  Permanent Global Notes.

                  Form 8-K dated January 11, 2002, Item 5, reporting a press
                  release issued by American Express including information about
                  the current business status of TRS, the parent of Credco.

                  Form 8-K dated March 19, 2002, Item 5, reporting Credco's
                  expected net income for the year ended December 31, 2001 and
                  other financial data.




                                       14





<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:  March 29, 2002            By  /s/Walker C. Tompkins, Jr.
                                     -------------------------------
                                     Walker C. Tompkins, Jr.
                                     President and Chief Executive Officer


Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities on the dates indicated.


DATE:  March 29, 2002            By  /s/Walker C. Tompkins, Jr.
                                     ------------------------------------
                                     Walker C. Tompkins, Jr.
                                     President, Chief Executive Officer
                                     and Director


DATE:  March 29, 2002                /s/Erich Komdat
                                     ------------------------------------
                                     Erich Komdat
                                     Vice President and Chief Accounting Officer


DATE:  March 29, 2002                /s/Kim D. Rosenberg
                                     ------------------------------------
                                     Kim D. Rosenberg
                                     Chairman of the Board
                                     and Director (Principal Financial Officer)


DATE:  March 29, 2002                /s/Jay B. Stevelman
                                     ------------------------------------
                                     Jay B. Stevelman
                                     Vice President and Director





                                       15





<PAGE>


                       AMERICAN EXPRESS CREDIT CORPORATION
                          INDEX TO FINANCIAL STATEMENTS
                    COVERED BY REPORT OF INDEPENDENT AUDITORS

                                  (Item 14 (a))


<TABLE>
<CAPTION>

                                                                                        Page Number
                                                                                 ---------------------------
<S>                                                                              <C>
     Financial Statements:

         Report of independent auditors                                                    F-2

         Consolidated statements of income for each of the
         three years ended December 31, 2001, 2000 and 1999                                F-3

         Consolidated balance sheets at December 31,
         2001 and 2000                                                                     F-4

         Consolidated statements of cash flows for each of
         the three years ended December 31, 2001, 2000 and 1999                            F-5

         Consolidated statements of shareholder's equity for each
         of the three years ended December 31, 2001, 2000 and 1999                         F-6

         Notes to consolidated financial statements                                     F-7 to F-15


     Schedule:

         II - Valuation and qualifying accounts for each of
             the three years ended December 31, 2001, 2000 and 1999                        F-16
</TABLE>

         All other schedules are omitted since the required information is not
         present or not present in amounts sufficient to require submission of
         the schedule, or because the information required is included in the
         consolidated financial statements or notes thereto.



                                      F-1





<PAGE>

                          REPORT OF INDEPENDENT AUDITORS


The Board of Directors
American Express Credit Corporation

We have audited the accompanying consolidated balance sheets of American Express
Credit Corporation as of December 31, 2001 and 2000, and the related
consolidated statements of income, shareholder's equity and cash flows for each
of the three years in the period ended December 31, 2001. Our audits also
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the responsibility of the management
of American Express Credit Corporation. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of American Express
Credit Corporation at December 31, 2001 and 2000, and the consolidated results
of its operations and its cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.


/s/ Ernst & Young LLP


New York, New York
January 28, 2002



                                      F-2





<PAGE>



                       AMERICAN EXPRESS CREDIT CORPORATION
                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

     Years Ended December 31, (Millions)                        2001             2000            1999
     -------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>            <C>
          Revenues

     Revenue earned from purchased
       accounts receivable                                      $2,616          $2,315         $1,901
     Interest income from investments                              135             178            143
     Interest income from affiliates                                82             103            120
     Other                                                           9               5              4

     -------------------------------------------------------------------------------------------------------
              Total                                              2,842           2,601          2,168
     -------------------------------------------------------------------------------------------------------

          Expenses

     Interest expense - other                                    1,298           1,240            985
     Provision for doubtful accounts, net
       of recoveries of $193, $178 and $172                        937             689            672
     Interest expense - affiliates                                 160             219            145
     Other                                                          30              17             23

     -------------------------------------------------------------------------------------------------------
              Total                                              2,425           2,165          1,825
     -------------------------------------------------------------------------------------------------------

     Pretax income                                                 417             436            343
     Income tax provision                                          140             150            120

     -------------------------------------------------------------------------------------------------------
     Net income                                                 $  277          $  286         $  223
     -------------------------------------------------------------------------------------------------------
</TABLE>
     See notes to consolidated financial statements.




                                      F-3





<PAGE>


                       AMERICAN EXPRESS CREDIT CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

     December 31, (Millions, except share data)                   2001                       2000
     ------------------------------------------------------------------------------------------------------
<S>                                                           <C>                     <C>
          Assets

     Cash and cash equivalents                                 $   408                    $ 1,008
     Investments                                                 1,428                      1,266
     Accounts receivable, less credit reserves:
          2001, $847; 2000, $739                                22,201                     23,971
     Loans and deposits with affiliates                          1,907                      1,742
     Deferred charges and other assets                             598                        339
     ------------------------------------------------------------------------------------------------------
     Total assets                                              $26,542                    $28,326
     ------------------------------------------------------------------------------------------------------

          Liabilities and shareholder's equity

     Short-term debt - other                                   $18,370                    $20,687
     Short-term debt with affiliates                             2,214                      2,285
     Current portion of long-term debt                             800                        550
     Long-term debt with affiliate                                 910                        910
     Long-term debt - other                                        120                        901
                                                               -------                    -------
     Total debt                                                 22,414                     25,333
     Due to affiliates                                           1,425                        726
     Accrued interest and other liabilities                        503                        115
     ------------------------------------------------------------------------------------------------------
          Total liabilities                                     24,342                     26,174
     ------------------------------------------------------------------------------------------------------

          Shareholder's equity

     Common stock-authorized 3 million
         shares of $.10 par value; issued
         and outstanding 1.5 million shares                          1                          1
     Capital surplus                                               161                        161
     Retained earnings                                           2,268                      1,991
     Other comprehensive loss, net of tax:
         Net unrealized securities losses                           (4)                        (1)
         Net unrealized derivatives losses                        (226)                         -
     ------------------------------------------------------------------------------------------------------
     Accumulated other comprehensive loss                         (230)                        (1)
     ------------------------------------------------------------------------------------------------------
          Total shareholder's equity                             2,200                      2,152
     ------------------------------------------------------------------------------------------------------
     Total liabilities and shareholder's equity                $26,542                    $28,326
     ------------------------------------------------------------------------------------------------------
</TABLE>
     See notes to consolidated financial statements.



                                      F-4





<PAGE>



                       AMERICAN EXPRESS CREDIT CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

Years Ended December 31, (Millions)                                  2001               2000              1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                <C>               <C>
Cash Flows from Operating Activities
Net Income                                                        $   277            $   286           $   223
Adjustments to reconcile net income to net cash
    provided by operating activities:
       Provision for losses and benefits                              937                689               672
       Amortization and other                                          (4)                 1                 1
       Changes in operating assets and liabilities:
          Deferred tax assets                                        (183)               (27)              (17)
          Interest receivable and other operating assets               61                385               (20)
          Due to affiliates                                           316                (29)              (15)
          Accrued interest and other liabilities                      112               (169)               83
---------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                           1,516              1,136               927
---------------------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Accounts receivable                                                   177             (1,971)           (4,976)
Recoveries of accounts receivable previously written off              193                178               172
Purchase of participation interest in seller's interest in
    accounts receivable from an affiliate                          (1,062)              (778)             (959)
Sale of participation interest in seller's interest in accounts
    receivable to an affiliate                                        825                181               247
Sale of net accounts receivable to an affiliate                       700                153               586
Purchase of investments                                              (467)              (370)             (641)
Maturity of investments                                                54                 55                36
Sale of investments                                                   249                  4                 2
Loans and deposits due from affiliates                               (165)              (281)            1,892
Due to affiliates                                                     383               (283)              962
---------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) investing activities                   887             (3,112)           (2,679)
---------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net (decrease) increase in short-term debt with affiliates
    with maturities of ninety days or less                            (71)               791               233
Net (decrease) increase in short-term debt - other with
    maturities of ninety days or less                              (3,515)             4,137               350
Issuance of debt                                                    7,629              4,296            10,426
Redemption of debt                                                 (7,046)            (7,142)           (8,653)
Dividend paid to TRS                                                    -               (200)             (150)
---------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities                (3,003)             1,882             2,206
---------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                 (600)               (94)              454
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of year                      1,008              1,102               648
---------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                          $   408            $ 1,008           $ 1,102
---------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.




                                      F-5





<PAGE>

                       AMERICAN EXPRESS CREDIT CORPORATION
                 CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>


                                                                                               Accumulated
                                                                                                  Other
                                                                         Common   Capital     Comprehensive   Retained
Three Years Ended December 31, (Millions)                   Total        Stock    Surplus     (Loss)/Income   Earnings
--------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>       <C>           <C>           <C>
Balances at December 31, 1998                               $1,994          $1      $161           $   -         $1,832
--------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
      Net income                                               223                                                  223
      Change in net unrealized securities losses                (6)                                   (6)
                                                            -------
      Total comprehensive income                               217
  Dividend to TRS                                             (150)                                                (150)
--------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 1999                                2,061           1       161              (6)         1,905
--------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
      Net income                                               286                                                  286
      Change in net unrealized securities losses                 5                                     5
                                                            ------
      Total comprehensive income                               291
  Dividend to TRS                                             (200)                                                (200)
--------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 2000                                2,152           1       161              (1)         1,991
--------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
      Net income                                               277                                                  277
      Change in net unrealized securities losses                (3)                                   (3)
      Cumulative effect of adopting SFAS No. 133               (59)                                  (59)
      Change in net unrealized derivatives losses             (456)                                 (456)
      Derivatives losses reclassified to earnings              289                                   289
                                                            -------
      Total comprehensive income                                48
--------------------------------------------------------------------------------------------------------------------------
Balances at December 31, 2001                               $2,200          $1      $161           $(230)        $2,268
--------------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.


                                      F-6






<Page>


                       AMERICAN EXPRESS CREDIT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

--------------------------------------------------------------------------------
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"). American Express Overseas
Credit Corporation Limited together with its subsidiaries ("AEOCC"), Credco
Receivables Corp. ("CRC") and Credco Finance, Inc. together with its
subsidiaries ("CFI"), are wholly-owned subsidiaries of Credco.

2.  Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Credco and its subsidiaries. All significant intercompany transactions are
eliminated. Certain prior year amounts have been reclassified to conform to
the current year presentation.

Amounts Based on Estimates and Assumptions

Accounting estimates are an integral part of the consolidated financial
statements. In part they are based on assumptions concerning future events.
Among the more significant are those which relate to reserves for
Cardmember credit losses and recognition of other than temporary impairment
within the investment portfolio (see Note 3). These reflect the best
judgment of management and actual results could differ.

Revenue Earned from Purchased Accounts Receivable

A portion of discount revenue earned on purchases of non-interest-bearing
Cardmember receivables equal to the provision for doubtful accounts is
recognized as revenue at the time of purchase; the remaining portion is
deferred and recorded as revenue ratably over the period that the
receivables are outstanding.

Finance charge income on interest-bearing extended payment plan receivables
is recognized as it is earned. Credco ceases accruing this income after six
contractual payments are past due, or earlier, if deemed uncollectible.
Accruals that cease generally are not resumed.

Reserves for Credit Losses

Reserves for credit losses related to Cardmember receivables and loans are
primarily based upon statistically driven models derived from historical
experience, as well as management judgment as to the business and economic
environment. In determining the reserves, management evaluates both
internal credit metrics, such as migration analysis, write-off rates,
recovery rates and net write-off coverage, as well as external economic
data, such as unemployment, bankruptcy filings and consumer confidence,
among other indicators that may impact the portfolios.

Credco generally writes off against its reserve for credit losses the total
balance in an account for which any portion remains unpaid twelve months
from the date of original billing for non-interest-bearing Cardmember
receivables and after six contractual payments are past due for
interest-bearing Cardmember receivables. Accounts are written off earlier
if deemed uncollectible.

                                      F-7





<Page>




Cash and Cash Equivalents

Credco has defined cash and cash equivalents as cash and short-term investments
with original maturities of ninety days or less.

Fair Values of Financial Instruments

The fair values of financial instruments are estimates based upon current market
conditions and perceived risks at December 31, 2001 and 2000 and require varying
degrees of management judgment. The fair values of the financial instruments
presented may not be indicative of their future fair values.

The fair values of investments and long-term debt are included in the related
footnotes. For all other financial instruments, the carrying amounts in the
consolidated balance sheets approximate the fair values.

Interest Rate Transactions

Credco uses interest rate products, principally swaps, primarily to manage
funding costs related to its Charge Card receivables and Cardmember loans. For
its Charge Card and fixed rate lending products, Credco uses interest rate swaps
and, to a lesser extent, caps to achieve a mix of fixed and floating rate
funding. For the majority of its Cardmember loans, which are linked to a
floating rate base and generally reprice each month, Credco uses floating rate
funding. These interest rate products which modify the terms of an underlying
debt obligation are accounted for by recording interest expense using the
revised interest rate with any fees or other payments amortized as yield
adjustments. It is Credco's normal practice not to terminate, sell or dispose of
interest rate products or the underlying debt to which the products are
designated prior to maturity. In the event Credco terminates, sells or disposes
of an interest rate product prior to maturity, the gain or loss would be
deferred and recognized as an adjustment of yield over the remaining life of the
underlying debt.

Foreign Currency

Foreign currency assets and liabilities are translated into their U.S. dollar
equivalents based on rates of exchange prevailing at the end of each year.
Revenue and expense accounts are translated at exchange rates prevailing during
the year. Credco enters into various foreign exchange contracts as a means of
managing foreign exchange exposure.

Recently Adopted Accounting Standards

Effective January 1, 2001, Credco adopted Statement of Financial Accounting
Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," which requires that an entity recognize all derivatives as either
assets or liabilities on the balance sheet and measure those instruments at fair
value. Changes in the fair value of a derivative are recorded in earnings or
directly to equity, depending on the instrument's designated use. The adoption
of SFAS No. 133 resulted in a cumulative after-tax reduction to other
comprehensive income of $59 million. See Note 8 for further discussion of
Credco's derivatives and hedging activities.

3.  Investments

At December 31, 2001 and 2000, Credco held American Express Master Trust Class B
Certificates with an amortized cost of $213 million and $194 million,
respectively. These securities were classified as Held-to-Maturity and stated at
amortized cost at December 31, 2000. Pursuant to the adoption of SFAS No. 133,
as amended, Credco elected to reclassify its Held-to-Maturity investments to
Available-for-Sale as of January 1, 2001. The fair value of these securities at
December 31, 2001 and 2000 was $219 million and $196 million, respectively.

                                      F-8





<Page>


Available-for-Sale securities are stated at fair value, with the unrealized
gains and losses included in shareholder's equity. The Available-for-Sale
classification does not mean that Credco necessarily expects to sell these
securities. They are available to meet possible liquidity needs should there be
significant changes in market interest rates, customer demand or funding sources
and terms. In addition to the American Express Master Trust Class B Certificates
previously mentioned, Credco held American Express Credit Account Master Trust
Class C Certificates that were classified as Available-for-Sale at December 31,
2001 and 2000. The fair value of these securities was $1,209 million and $815
million at December 31, 2001 and 2000, respectively. In addition, at December
31, 2000, Credco had a portfolio of corporate and government securities that was
managed by American Express Financial Advisors, Inc., a wholly-owned indirect
subsidiary of American Express. The fair value of these Available-for-Sale
securities at December 31, 2000 was $257 million. These investments were sold in
2001.

The change in net unrealized securities gains (losses) recognized in other
comprehensive loss includes two components: (1) unrealized gains (losses) that
arose from changes in market value of securities that were held during the
period (holding gains (losses)), and (2) gains (losses) that were previously
unrealized, but have been recognized in current period net income due to sales
of Available-for-Sale securities (reclassification to realized gains (losses)).
This reclassification has no effect on total comprehensive income (loss) or
shareholder's equity. The components of other comprehensive loss (net of tax)
were ($4.2 million) and $4.8 million in holding (losses) gains, for the years
ended December 31, 2001 and 2000, respectively, and $0.8 million in realized
losses at both December 31, 2001 and 2000.

4.  Accounts Receivable

At December 31, 2001 and 2000, respectively, Credco owned $19.1 billion and
$22.6 billion of Charge Card receivables and participation in Charge Card
receivables, representing 83.0 percent and 91.3 percent, respectively, of the
total receivables owned. In connection with TRS' securitization program for U.S.
charge Cardmember receivables, CRC purchases from American Express Receivables
Financing Corporation ("RFC"), a wholly-owned subsidiary of TRS, a participation
interest in RFC's seller's interest in the receivables owned by the American
Express Master Trust (the "Trust"), which was formed in 1992 to securitize U.S.
charge Cardmember receivables. The gross participation interests represent
undivided interests in the receivables conveyed to the Trust by RFC.

In 2001, the Trust securitized $750 million of Charge Card receivables. At the
time of this issuance,CRC sold $829 million of seller's interest ($793 million,
net of reserves) to RFC. In addition, at the time of the issuance, CRC
purchased, as an investment, $60.8 million in Class B Certificates
collateralized by the receivables held by the Trust. Additionally, in 2001,
$300 million Class A Fixed Rate Account Receivable Trust Certificates and $300
million Class A Floating Rate Accounts Receivable Trust Certificates matured
from the Charge Card securitization portfolio which increased the participation
interest owned by CRC. CRC owns a participation interest in the seller's
interest in charge Cardmember receivables that have been conveyed to the Trust.
In addition, $41.7 million of Class B Certificates owned by CRC matured in 2001.
At December 31, 2001 and 2000, CRC owned approximately $3.8 billion and $4.3
billion, respectively, of participation interests in receivables conveyed to the
Trust, representing 16.6 percent and 17.4 percent, respectively, of its total
accounts receivable.

In January 2002, the Trust securitized an additional $750 million of Charge Card
receivables. At the time of this issuance, CRC sold $829 million of seller's
interest ($797 million, net of reserves) to RFC. In addition, at the time of the
issuance, CRC purchased, as an investment, $60.8 million in Class B Certificates
collateralized by the receivables held by the Trust.

At December 31, 2001 and 2000, Credco owned extended payment plan receivables
totaling $3.9 billion and $2.1 billion, respectively, including revolving credit
loans purchased directly from American Express Centurion Bank ("Centurion
Bank"), a wholly-owned subsidiary of TRS, representing 17.0 percent and 8.7

                                      F-9




<Page>


percent, respectively, of its total interests in accounts receivable. The
extended payment plan receivables owned at December 31, 2001 and 2000 include
$212 million and $277 million, respectively, of participation interest owned by
CRC. This represents a participation interest in the seller's interest in
revolving credit receivables that have been conveyed to the American Express
Credit Account Master Trust (the "Master Trust"), formed in 1996 to securitize
revolving credit loans. In 2001 and 2000, the Master Trust securitized $4.3
billion and $4.0 billion, respectively, of loans through the public issuances of
two classes of investor certificates and privately placed collateral interests
in the assets of the Master Trust. At the time of these issuances, CRC sold
$32.5 million of gross seller's interest ($31.7 million, net of reserves) to
American Express Receivables Financing Corporation II ("RFCII"), a wholly-owned
subsidiary of TRS. In addition, in 2001, CRC purchased, as an investment, $406
million of Class C Certificates issued by the Master Trust, collateralized by
the revolving credit receivables held by the Master Trust.

In February 2002, the Master Trust securitized an additional $920 million of
loans. At the time of this issuance, CRC sold $3.1 million of gross seller's
interest ($3.0 million, net of reserves) to RFCII. In addition, at the time of
this issuance, CRC purchased, as an investment, $87.4 million of Class C
Certificates, collateralized by the revolving credit receivables held by the
Master Trust.

5.  Short-term Debt

<TABLE>
<CAPTION>
December 31, (Millions)                                             2001                    2000
-------------------------------------------------------------------------------------------------------
<S>                                                           <C>                     <C>
Commercial paper                                              $   17,955              $   20,286
Borrowings from affiliates                                         2,214                   2,285
Borrowings under lines of credit                                      68                      84
Borrowing agreements with bank trust
  departments and others                                             347                     317
-------------------------------------------------------------------------------------------------------
Total short-term debt                                         $   20,584              $   22,972
-------------------------------------------------------------------------------------------------------
</TABLE>

Credco has various facilities available to obtain short-term credit, including
the issuance of commercial paper and agreements with banks.

Credco had committed credit line facilities totaling $10.4 billion and $9.7
billion at December 31, 2001 and 2000, respectively. Credco pays fees to the
financial institutions that provide these credit line facilities. The fair value
of the unused lines of credit is not significant at December 31, 2001 and 2000.

At December 31, 2001 and 2000, Credco, through AEOCC, had short-term borrowings
under uncommitted lines of credit totaling $68 million and $84 million,
respectively.

Credco's annual weighted average short-term interest rate was 6.14 percent, 5.97
percent and 5.12 percent for the years ended December 31, 2001, 2000, and 1999,
respectively. These rates include the cost of maintaining credit line facilities
for the periods and the impact of interest rate swaps. At December 31, 2001,
$14.9 billion of short-term debt outstanding was modified by interest rate
swaps, resulting in a year-end weighted average effective interest rate of 5.88
percent.

Credco paid $1.3 billion, $1.3 billion and $962 million of interest on
short-term debt obligations in 2001, 2000 and 1999, respectively.

                                      F-10





<Page>



6.  Long-term Debt

<TABLE>
<CAPTION>
December 31, (Millions)                                          2001
------------------------------------------------------------------------------------------------------
                                  Outstanding        Notional    Year-End      Year-End       Maturity
                                     Balance          Amount      Stated       Effective        of
                                                       of          Rate        Interest        Swaps
                                                      Swaps         on           Rate
                                                                   Debt          with
                                                                  (a,b)         Swaps
                                                                                (a,b)
------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>             <C>          <C>          <C>
Senior notes due 2001 and 2005       $  100          $  100        7.45%          2.21%         2005
Variable rate debt with
American Express due 2004               910              --        1.83%            --            --
Medium-term fixed rate note             400             400        6.50%          2.08%         2002
due 2002
Medium-term variable rate               400             400        2.28%          2.22%         2002
note due 2002
Swiss franc notes due                     1              --        5.13%            --            --
2002-2003
Fair value adjustment                    19              --         --              --            --
------------------------------------------------------------------------------------------------------
Total                                $1,830          $  900
------------------------------------------------------------------------------------------------------

<CAPTION>

                                                                 2000
------------------------------------------------------------------------------------------------------
                                  Outstanding        Notional    Year-End      Year-End       Maturity
                                     Balance          Amount      Stated       Effective        of
                                                       of          Rate        Interest        Swaps
                                                      Swaps         on           Rate
                                                                   Debt          with
                                                                  (a,b)         Swaps
                                                                                (a,b)
------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>             <C>          <C>         <C>
Senior notes due 2001 and 2005       $  650          $  350        6.57%          7.44%     2001 & 2005
Variable rate debt with
American Express due 2004               910              --        6.45%            --            --
Medium-term fixed rate note             400             400        6.50%          6.83%         2002
due 2002
Medium-term variable rate               400             400        6.81%          6.90%         2002
note due 2002
Swiss franc notes due                     1              --        5.13%            --            --
2002-2003
Fair value adjustment                    --              --          --             --            --
------------------------------------------------------------------------------------------------------
Total                                $2,361          $1,150
------------------------------------------------------------------------------------------------------
</TABLE>

(a)  For floating rate debt issuances, the stated and effective interest rates
     were based on the respective rates at December 31, 2001 and 2000; these
     rates are not an indication of future interest rates.

(b)  Weighted average rates were determined where appropriate.

The above table includes the current portion of long-term debt of $800
million and $550 million at December 31, 2001 and 2000, respectively.

In 2000, Credco called $150 million 1.125% Cash Exchangeable Notes due
2003. These notes were exchangeable for an amount in cash which was linked
to the price of the common shares of American Express. Credco had entered
into agreements to fully hedge its obligations. Accordingly, the related
hedging agreements were called at the same time.

The book value of variable rate long-term debt that reprices within a year
approximates fair value. The fair value of other long-term debt is based on
quoted market price or discounted cash flow. The aggregate fair value of
long-term debt, including the current portion outstanding, was $1.8 billion
and $2.4 billion, at December 31, 2001 and 2000, respectively.

Credco paid interest on long-term debt obligations of $119 million, $186
million and $175 million in 2001, 2000 and 1999, respectively.

Aggregate annual maturities of long-term debt for the five years ending
December 31, 2006 are as follows (millions): 2002, $800; 2003, $1; 2004,
$910; 2005, $100 and 2006, $0.

7.  Restrictions as to Dividends and Limitations on Indebtedness

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 limitations on
the amount of debt that can be issued by Credco.

8.  Derivatives and Hedging Activities

As prescribed by SFAS No. 133, derivative instruments that are designated
and qualify as hedging instruments are further classified as either a cash
flow hedge, a fair value hedge, or a hedge of a net investment in a foreign
operation, based upon the exposure being hedged.

                                      F-11




<Page>


For derivative instruments that are designated and qualify as a cash flow
hedge, the portion of the gain or loss on the derivative instrument
effective at offsetting changes in the hedged item is reported as a
component of other comprehensive income (loss) and reclassified into
earnings when the hedged transaction affects earnings. Any ineffective
portion of the gain or loss on the derivative instrument is recognized
currently in earnings. For derivative instruments that are designated and
qualify as a fair value hedge, the gain or loss on the derivative
instrument as well as the offsetting loss or gain on the hedged item
attributable to the hedged risk are recognized in current earnings during
the period of the change in fair values. For derivative instruments that
are designated and qualify as a hedge of a net investment in a foreign
operation, the effective portion of the gain or loss on the derivative is
reported in other comprehensive income (loss) as part of the cumulative
translation adjustment. For derivative instruments not designated as
hedging instruments, the gain or loss is recognized currently in earnings.

Cash Flow Hedges

Credco uses interest rate products, primarily swaps, to manage funding
costs related to its Charge Card business. For its Charge Card products,
Credco uses interest rate swaps to achieve a targeted mix of fixed and
floating rate funding. These interest rate swaps are used to protect Credco
from the interest rate risk that arises from short-term funding.

At December 31, 2001, Credco expects to reclassify $144 million of net
pretax losses on derivative instruments from accumulated other
comprehensive income (loss) to earnings during the next twelve months.

Currently, the longest period of time over which Credco is hedging exposure to
the variability in future cash flows for forecasted transactions, excluding
those forecasted transactions related to the payment of variable interest on
existing financial instruments, is 5 years and relates to funding of foreign
currency denominated receivables.

Fair Value Hedges

Credco uses interest rate swaps to hedge its fixed rate debt and firm
commitments to transfer, at a fixed rate, receivables to trusts established in
connection with its asset securitizations.

During 2001, the amount Credco recognized primarily related to the time
value element of its fair value hedging instruments was immaterial.

Derivatives not Designated as Hedges Under SFAS No. 133

Credco has economic hedges that either do not qualify or are not designated
for hedge accounting treatment under SFAS No. 133. For the year ended
December 31, 2001, the net effect on earnings of accounting for the net
changes in fair value of the following undesignated derivatives under SFAS
No. 133 compared with prior rules was immaterial.

o   Foreign currency transaction exposures are economically hedged, where
    practical, through foreign currency contracts. Foreign currency
    contracts involve the purchase and sale of a designated currency at an
    agreed upon rate for settlement on a specified date. Such foreign
    currency forward contracts entered into by Credco generally mature
    within one year.

See Notes 5 and 6 for further information regarding Credco's use of
interest rate products related to short- and long-term debt obligations.


                                      F-12




<Page>


9.  Transactions with Affiliates

In 2001, 2000 and 1999, Credco purchased Cardmember receivables without
recourse from TRS and certain of its subsidiaries totaling approximately
$204 billion, $206 billion and $174 billion, respectively.

Agreements for the purchase of non-interest-bearing receivables generally
require that Credco purchase such receivables at discount rates which yield
to Credco earnings of not less than 1.25 times its fixed charges on an
annual basis.

The agreements require TRS and other Card Issuers, at their expense, to
perform accounting, clerical and other services necessary to bill and
collect all Cardmember receivables owned by Credco. Since settlements under
the agreements occur monthly, an amount due from, or payable to, such
affiliates may arise at the end of each month.

At December 31, 2001 and 2000, CRC held American Express Master Trust Class B
Certificates with a fair value of $219 million and $196 million, respectively,
and American Express Credit Account Master Trust Class C Certificates with a
fair value of $1,209 million and $815 million, respectively.

At December 31, 2001 and 2000, CRC owned approximately $3.8 billion and
$4.3 billion, respectively, of participation interests in receivables
conveyed to the Trust, representing 16.6 percent and 17.4 percent,
respectively, of Credco's total accounts receivable.

In 2001, $300 million Class A Fixed Rate Account Receivable Trust
Certificates and $300 million Class A Floating Rate Accounts Receivable
Trust Certificates matured from the Charge Card securitization portfolio
which increased the participation interest owned by CRC. CRC owns a
participation interest in the seller's interest in charge Cardmember
receivables that have been conveyed to the Trust.

The extended payment plan receivables owned at December 31, 2001 and 2000
include $212 million and $277 million, respectively, of participation
interest owned by CRC. This represents a participation interest in the
seller's interest in revolving credit receivables that have been conveyed
to the Master Trust.

Other transactions with American Express and its subsidiaries for the years
ended December 31 were as follows:

<TABLE>
<CAPTION>
December 31, (Millions)                                                  2001          2000         1999
------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>           <C>
Cash and cash equivalents at December 31                            $       4     $       3   $         5
Maximum month-end level of cash and cash
  equivalents during the year                                              10            11             7
Other loans and deposits to affiliates at December 31                   1,907         1,742         1,461
Maximum month-end level of loans and deposits to
  affiliates during the year                                            1,907         1,742         3,433
Borrowings at December 31                                               3,124         3,195         2,404
Maximum month-end level of borrowings during the year                   6,436         4,840         4,725
Interest income                                                            82           103           120
Other income                                                                9             5             4
Interest expense                                                          160           219           145
------------------------------------------------------------------------------------------------------------
</TABLE>

At December 31, 2001, 2000 and 1999, Credco held variable rate loans to
American Express due in 2004 of $850 million. Additionally, Credco had $468
million, $448 million and $605 million of loans to American Express ATM
Holdings, Inc., a wholly-owned subsidiary of TRS, at December 31, 2001,
2000 and 1999, respectively. At both December 31, 2001 and 2000, CFI had $330
million of loans to Amex Bank of Canada, a wholly-owned subsidiary of TRS.



                                      F-13




<Page>


10.  Income Taxes

The taxable income of Credco is included in the consolidated U.S. federal
income tax return of American Express. Under an agreement with TRS, taxes
are recognized on a stand-alone basis. If benefits for all future tax
deductions, foreign tax credits and net operating losses cannot be
recognized on a stand-alone 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.

The provisions for income taxes were as follows (millions):

<TABLE>
<CAPTION>
                                                            2001             2000             1999
------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>             <C>
Federal                                                  $  128            $  140          $  110
Foreign                                                      12                10              10
------------------------------------------------------------------------------------------------------
  Total                                                  $  140            $  150          $  120
------------------------------------------------------------------------------------------------------
</TABLE>

Deferred income tax assets and liabilities result from the recognition of
temporary differences. Temporary differences are differences between the
tax bases of assets and liabilities and their reported amounts in the
financial statements that will result in differences between income for tax
purposes and income for financial statement purposes in future years. The
current and deferred components of the provision (benefit) for income taxes
were as follows (millions):

<TABLE>
<CAPTION>
                                                           2001              2000              1999
------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>              <C>
Current                                                 $    200          $    179         $    134
Deferred                                                     (60)              (29)             (14)
------------------------------------------------------------------------------------------------------
   Total income tax provision                           $    140          $    150         $    120
------------------------------------------------------------------------------------------------------
</TABLE>

Credco's deferred tax assets were $428 million and $245 million as of
December 31, 2001 and 2000, respectively. These amounts were included in
other assets. Credco's deferred tax liabilities were not material as of
December 31, 2001 and 2000.

Deferred tax assets for 2001 and 2000 consist primarily of reserve for loan
losses of $305 million and $245 million, respectively, and deferred taxes
related to SFAS No. 133 of $121 million for 2001. At December 31, 2001 and
2000, no valuation allowances were required.

Included in due to affiliates is the current federal tax payable to TRS of
$15 million and current federal tax receivable from TRS of $16 million at
December 31, 2001 and 2000, respectively.

In 2001, 2000 and 1999, total net income taxes paid, including taxes paid
to TRS, were $166 million, $198 million and $159 million, respectively.
These amounts include estimated tax payments and cash settlements relating
to prior tax years.

The principal reasons that the aggregate income tax provision is different
from that computed by using the U.S. statutory rate of 35 percent is as
follows:

<TABLE>
<CAPTION>
         ------------------------------------------------------------------------------------------------------
                                                                                      2001            2000
         ------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
         Statutory rate                                                                 35%             35%
         Foreign operations                                                             (1)             (1)
         ------------------------------------------------------------------------------------------------------
           Total                                                                        34%             34%
         ------------------------------------------------------------------------------------------------------
</TABLE>

The U.S. statutory tax rate and effective tax rate for 1999 was
approximately 35%.

The items comprising Comprehensive Income in the Consolidated Statements of
Shareholder's Equity are presented net of income tax (benefit) provision. The
changes in net unrealized securities are presented net of



                                      F-14




<Page>


tax (benefit) provision of ($2) million for 2001 and $3 million for 2000. The
changes related to cash flow hedges are presented net of tax benefit of $121
million for 2001.

11.  Geographic Segments

Credco is principally engaged in the business of purchasing Cardmember
receivables arising from the use of the American Express Card in the United
States and foreign locations. The following presents information about
operations in different geographic areas (millions):

<TABLE>
<CAPTION>
                                                           2001             2000              1999
---------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>              <C>
Revenues
  United States                                        $   2,353         $   2,165        $   1,811
  International                                              489               436              357
---------------------------------------------------------------------------------------------------------
  Consolidated                                         $   2,842         $   2,601        $   2,168
---------------------------------------------------------------------------------------------------------
Pretax income
  United States                                        $     357         $     367        $     295
  International                                               60                69               48
---------------------------------------------------------------------------------------------------------
  Consolidated                                         $     417         $     436        $     343
---------------------------------------------------------------------------------------------------------
</TABLE>

12.  Quarterly Financial Data (Unaudited)

<TABLE>
<CAPTION>
                                                  2001                                         2000
----------------------------------------------------------------------------------------------------------------------
Quarters Ended, (Millions)     12/31       9/30        6/30        3/31      12/31       9/30       6/30       3/31
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>        <C>          <C>        <C>        <C>        <C>        <C>
Revenues                         $  696     $  703     $  730       $  713     $  686     $  616     $  690     $  609
Pretax income                        63        114        124          116        126         85        118        107
Net income                           42         75         83           77         83         57         76         70
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      F-15




<Page>




                       AMERICAN EXPRESS CREDIT CORPORATION
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


<TABLE>
<CAPTION>
Years Ended December 31, (Millions)                            2001            2000           1999
-------------------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>             <C>
Reserve for credit losses:
Balance at beginning of year                                $   739        $   684         $   597
Additions:
  Provision for credit losses
     charged to income (1)                                    1,130            867             844
  Other credits (2)                                             124             63              71
Deductions:
  Accounts written off                                        1,061            832             788
  Other charges (3)                                              85             43              40
                                                            -------        -------         -------

Balance at end of year                                      $   847        $   739         $   684
                                                            =======        =======         =======

Reserve for credit losses as a percentage
  of gross Cardmember receivables owned at
  year-end                                                     3.65%          2.96%           2.91%
                                                            =======        =======         =======
</TABLE>


(1) Before recoveries on accounts previously written off of $193 million,
    $178 million and $172 million in 2001, 2000 and 1999, respectively.

(2) Reserve balances applicable to new groups of Cardmember receivables
    purchased from TRS and certain of its subsidiaries and participation
    interests purchased from affiliates.

(3) Primarily relates to reserve balances applicable to certain groups of
    Cardmember receivables and participation interests sold to affiliates.


                                      F-16




<Page>


                                  EXHIBIT INDEX

                     Pursuant to Item 601 of Regulation S-K

<TABLE>
<CAPTION>
   Exhibit No.                    Description

<S>                         <C>                                               <C>
     3 (a)                   Registrant's Certificate of Incorporation,       Incorporated by reference to
                             as amended                                       Exhibit 3(a) to Registrant's
                                                                              Registration
                                                                              Statement on Form S-1
                                                                              dated February 25, 1972
                                                                              (File No. 2-43170).

     3 (b)                   Registrant's By-Laws, amended and restated as    Incorporated by reference to
                             of November 24, 1980                             Exhibit 3 (b) to
                                                                              Registrant's Annual Report
                                                                              on Form 10-K (Commission
                                                                              File No. 1-6908) for the
                                                                              year ended December 31, 1985.

     4 (a)                   Registrant's Debt Securities Indenture dated     Incorporated by reference to
                             as of September 1, 1987                          Exhibit 4 (s) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No. 33-16874).

     4 (b)                   Form of Note with optional redemption            Incorporated by reference to
                             provisions                                       Exhibit 4 (t) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987 (File No.
                                                                              33-16874).

     4 (c)                   Form of Debenture with optional redemption and   Incorporated by reference to
                             sinking fund provisions                          Exhibit 4 (u) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No. 33-16874).
</TABLE>

                                       E-1



<Page>


<TABLE>
<S>                          <C>                                              <C>
     4 (d)                   Form of Original Issue Discount Note with        Incorporated by reference to
                             optional redemption provision                    Exhibit 4 (v) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987 (File No.
                                                                              33-16874).


     4(e)                    Form of Zero Coupon Note with optional           Incorporated by reference to
                             redemption provisions                            Exhibit 4 (w) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987 (File No.
                                                                              33-16874).

     4 (f)                   Form of Variable Rate Note with optional         Incorporated by reference to
                             redemption and repayment provisions              Exhibit 4 (x) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987 (File No.
                                                                              33-16874).

     4 (g)                   Form of Extendible Note with optional            Incorporated by reference to
                             redemption and repayment provisions              Exhibit 4 (y) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No. 33-16874).

     4 (h)                   Form of Fixed Rate Medium-Term Note              Incorporated by reference to
                                                                              Exhibit 4 (z) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No.  33-16874).

     4 (i)                   Form of Floating Rate Medium-Term Note           Incorporated by reference to
                                                                              Exhibit 4 (aa) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No.  33-16874).
</TABLE>


                                       E-2





<Page>


<TABLE>
<S>                          <C>                                              <C>
     4 (j)                   Form of Warrant Agreement                        Incorporated by reference to
                                                                              Exhibit 4 (bb) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No. 33-16874).

     4 (k)                   Form of Supplemental Indenture                   Incorporated by reference to
                                                                              Exhibit 4 (cc) to
                                                                              Registrant's Registration
                                                                              Statement on Form S-3 dated
                                                                              September 2, 1987
                                                                              (File No. 33-16874).

     4 (l)                   Terms and conditions of debt instruments to be   Incorporated by reference to
                             issued outside the U.S.                          Exhibit 4(l) to Registrant's
                                                                              Annual Report on Form 10-K
                                                                              (Commission File No. 1-6908)
                                                                              for the year ended December
                                                                              31, 1997.

     4 (m)                   Form of Permanent Global Fixed Rate              Incorporated by reference to
                             Medium-Term Senior Note, Series B                Exhibit 4(s) to Registrant's
                                                                              Current Report on Form 8-K
                                                                              dated December 21, 2001.

     4 (n)                   Form of Permanent Global Floating Rate           Incorporated by reference to
                             Medium-Term Senior Note, Series B                Exhibit 4(t) to Registrant's
                                                                              Current Report on Form 8-K
                                                                              dated December 21, 2001.
     4 (o)                   The Registrant hereby agrees to furnish the
                             Commission, upon request, with copies of the
                             instruments defining the rights of holders of
                             each issue of long-term debt of the Registrant
                             for which the total amount of securities
                             authorized thereunder does not exceed 10% of
                             the total assets of the Registrant

     10 (a)                  Receivables Agreement dated as of January 1,     Incorporated by reference to
                             1983 between the Registrant and American         Exhibit 10 (b) to
                             Express Travel Related Services Company, Inc.    Registrant's Annual Report
                                                                              on Form 10-K (Commission
                                                                              File No. 1-6908) for the
                                                                              year ended December 31, 1987.
</TABLE>

                                       E-3






<Page>


<TABLE>
<S>                          <C>                                              <C>
     10 (b)                  Participation Agreement dated as of August 3,    Incorporated by reference to
                             1992 between American Express Receivables        Exhibit 10(c) to
                             Financing Corporation and Credco Receivables     Registrant's Annual Report
                             Corp.                                            on Form 10-K (Commission
                                                                              File No. 1-6908) for the
                                                                              year ended December 31, 1992.

     12.1                    Computation in Support of Ratio of Earnings to   Electronically filed
                             Fixed Charges of American Express Credit         herewith.
                             Corporation

     12.2                    Computation in Support of Ratio of Earnings to   Electronically filed
                             Fixed Charges of American Express Company        herewith.

     23                      Consent of Independent Auditors                  Electronically filed
                                                                              herewith.
</TABLE>



                       STATEMENT OF DIFFERENCES

The registered trademark symbol shall be expressed as........................'r'

                                       E-4