UNITED STATES 
SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549

|         
|---------
|         
|FORM 10-K
|         

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

For the fiscal year ended December 31, 2005 
ORo TRANSITION REPORT PURSUANT TO SECTION 13 OR
15 (d) OF 
THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _____ to _____ 
Commission File No. 1-6908

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

|                                                                     |                         |                                            
|-------------------------------------------------------------------- | ----------------------- | -------------------------------------------
|Delaware                                                             |                         | 11-1988350                                 
|(State or
  other jurisdiction of
  incorporation or organization)   |                         | (I.R.S. Employer Identification No.)       
|                                                                     |                         |                                            
|One Christina Centre, 301 North Walnut Street                        |                        
|Suite 1002, Wilmington, Delaware                                     | 19801-2919             
|(Address of
  principal executive offices)                           | (Zip Code)             
|Registrants
  telephone number including area code: (302) 594-3350. |                        
|                                                                     |                        
|Securities registered pursuant to Section 12 (b) of the Act:         |                        
|                                                                     |                        
|Title of each class                                                  |                         | Name of each exchange
  on which registered
|                                                                     |                         |                                            
|Floating
  Rate Medium-Term Notes, Series B                          | New York Stock Exchange
|due December
  15, 2006                                              |                        

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 if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. YesxNoo

Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. YesoNox

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. YesxNoo

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

Indicate by
check mark whether the Registrant is a large accelerated filer, an accelerated
filer or a non-accelerated filer.  See
definition of  accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. Large accelerated filero     
  Accelerated filero     
  Non-accelerated filerx

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Indicate by
check mark whether the Registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act) Yes o
No 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 31, 2006, 1,054,938 shares were
outstanding.

Documents incorporated by reference:  None

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PART I

|        |          
|------- | ---------
|Item 1. | BUSINESS.

Introduction

American Express Credit
Corporation (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. (TRS), a wholly-owned subsidiary of American Express.

Credco is primarily engaged
in the business of financing most non-interest-bearing cardmember receivables
arising from the use of the American Express® card, the American Express® Gold card, Platinum card® and Corporate card issued in the United
States, and in designated currencies outside the United States.  Credco also purchases certain
interest-bearing and discounted revolving loans and extended payment plan receivables
comprised of American Express credit cards, Sign & Travel® and Extended Payment Option receivables and
lines of credit and loans to American Express Bank Ltd. Customers.  American Express cards and American Express
credit cards are collectively referred to herein as the card.

American Express Card Business

American Express cards are
currently issued in over 45 currencies (including cards issued by third-party
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 service
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 is principally determined by the value that is delivered to the service
establishment and generally includes a premium over other card networks.  Value is delivered to the service
establishment through higher spending cardmembers relative to competing card
networks, the volume of spending by all cardmembers, marketing programs and the
insistence of cardmembers to use their cards when enrolled in rewards or other
card loyalty programs.  When
establishing the discount rate, consideration is also given to a number of
other factors, such as industry specific requirements, estimated charge volume
and payment terms.

The charge card, which is
marketed in the United States and many other countries and carries no preset
spending limit, is primarily designed as a method of payment and not as a means
of financing purchases of goods or services.
Charges are approved based on a variety of factors including a
cardmembers account history, credit record and personal resources.  Charge cards generally 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, may be cancelled.
TRS and its licensees also offer a variety of revolving credit cards
marketed in the United States and other countries.  These cards have a range of payment terms, grace periods and rate
and fee structures.

The American Express card
businesses are subject to extensive regulation in the United States, as well as
in foreign jurisdictions.  In the United
States, the business is subject to 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 and the Fair and Accurate Credit Transactions 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
  (TILA) (which, among other things, requires extensive disclosure of the terms
  upon which credit is granted) including the amendments to TILA that were
  adopted through the                                                                                

1

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|  |                                                                                                                                                                          | 
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
|  | enactment of the Fair
  Credit and Charge Card Disclosure Act (which mandates certain disclosures on
  credit and charge card applications);                             | 
|  |                                                                                                                                                                          | 
| | 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 Electronic Funds
  Transfer Act (which regulates disclosures and settlement of transactions for
  electronic funds transfers including those at ATMs).               | 

Certain federal
privacy-related laws and regulations govern the collection and use of customer
information by financial institutions.
Federal legislation also regulates abusive debt collection
practices.  In addition, a number of
states, the European Union and many foreign countries have significant consumer
credit protection, disclosure and privacy-related laws (in certain cases more
stringent than the laws in the U.S.).
The application of bankruptcy and debtor relief laws affect Credco to
the extent that such laws result in amounts owed being classified as delinquent
and/or written-off as uncollectible.
Card issuers and card networks are subject to anti-money laundering and
anti-terrorism legislation, including, in the United States, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001 (USA PATRIOT Act).

General Nature of Credcos Business

Credco generally purchases
certain cardmember receivables and cardmember loans 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 generally purchases
cardmember receivables and loans without recourse.  Amounts resulting from unauthorized charges (for example, those
made with a lost or stolen card) are excluded from the definition of
receivables and loans 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 and interest-bearing cardmember receivables at face amount less a
specified discount, which is determined at the time of purchase based upon the
nature of the receivables.  The discount
rate applicable to purchases of new receivables is negotiated to reflect the
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.

Cardmember loans, which include extended payment plan receivables,
  are primarily funded by subsidiaries of TRS other than Credco, although certain
  cardmember loans are purchased by Credco. These cardmember loans consist of
  certain interest-bearing and discounted extended payment plan receivables comprised
  of American Express credit card, Sign & Travel and Extended Payment Option
  receivables and lines of credit and loans to American Express Bank Ltd. customers.

As part of its receivables
funding activities, Credco regularly reviews funding sources and strategies in
international markets.  During 2004,
Credco began funding cardmember receivables and cardmember loans in Canada
through loans to Amex Bank of Canada, the card issuer and a wholly-owned
subsidiary of TRS, rather than through the purchase of receivables without
recourse.  In Australia, the United
Kingdom and Germany, Credco began funding cardmember receivables and cardmember
loans by acquiring such receivables and loans with recourse from the local card
issuers, which are
wholly-owned subsidiaries of TRS.  These changes in local funding strategies
resulted in Credco recording additional loans with affiliates.

2

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In conjunction with TRS
securitization program, Credco, through its wholly-owned subsidiary, Credco
Receivables Corporation (CRC), purchases participation interests from American
Express Receivables Financing Corporation V LLC (RFC V), which is consolidated
by TRS.  Prior to July 2005, CRC
purchased such interests from American Express Receivables Financing
Corporation LLC (RFC), which was consolidated by TRS and dissolved in the third
quarter of 2005.  The participation
interests purchased after July 2005 represent undivided interests in cardmember
receivables transferred to the American Express Issuance Trust (AEIT) by TRS,
which originated the receivables.  The
interests purchased before July 2005 represented undivided interests in
cardmember receivables transferred to the American Express Master Trust (AEMT)
by TRS which originated the receivables.
AEIT is a non-qualifying special purpose entity that is consolidated by
RFC V.  Prior to dissolution, AEMT was
also a non-qualifying special purpose entity that was consolidated by TRS.

The Card Issuers, as agents
for Credco, perform accounting, clerical and other services necessary to bill
and collect all cardmember receivables and loans 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 Agreement
between TRS and Credco.  The Receivables
Agreements may be terminated at any time by the parties thereto, generally upon
little or no notice.  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 all cardmember receivables and cardmember loans purchased by
Credco, excluding cardmember receivables and cardmember loans sold to
affiliates, during each of the years indicated, together with cardmember
receivables and cardmember loans owned by Credco at the end of such years
(billions):

|     |  |                                                                                        |       |                                                 |   |       |  |          |       |         |   |       |  |   |     |  |   |      | 
|---- |  | -------------------------------------------------------------------------------------- | ----- | ----------------------------------------------- | - | ----- |  | -------- | ----- | ------- | - | ----- |  | - | --- |  | - | ---- | 
|     |  | Volume of
  Gross
  Receivables and Loans Purchased
  For the Years Ended December 31, |       | Receivables
  and Loans Owned
  at December 31, |  
|     |  |                                                                                        |       |                                                 |  
|Year |  | Domestic                                                                               |       | Foreign                                         |   | Total |  | Domestic |       | Foreign |   | Total | 
|     |  |                                                                                        |       |                                                 |   |       |  |          |       |         |   |       | 
|2005 |  | $                                                                                      | 233.0 |                                                 | $ | 26.9  |  | $        | 259.9 |         | $ | 21.9  |  | $ | 3.1 |  | $ | 25.0 | 
|2004 |  |                                                                                        | 188.8 |                                                 |   | 51.3  |  |          | 240.1 |         |   | 19.7  |  |   | 2.8 |  |   | 22.5 | 
|2003 |  |                                                                                        | 153.2 |                                                 |   | 56.1  |  |          | 209.3 |         |   | 17.8  |  |   | 8.4 |  |   | 26.2 | 
|2002 |  |                                                                                        | 137.2 |                                                 |   | 46.9  |  |          | 184.1 |         |   | 15.2  |  |   | 6.8 |  |   | 22.0 | 
|2001 |  |                                                                                        | 159.0 |                                                 |   | 45.1  |  |          | 204.1 |         |   | 17.4  |  |   | 5.6 |  |   | 23.0 | 
|     |  |                                                                                        |       |                                                 |   |       |  |          |       |         |   |       |  |   |     |  |   |      | 

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.

Cardmember Receivables

At December 31, 2005 and
2004, Credco owned $24.4 billion and $21.9 billion, respectively, of cardmember
receivables and participation interests in cardmember receivables, representing
98 percent and 97 percent of the total cardmember receivables and loans owned
at December 31, 2005 and 2004, respectively.
Cardmember receivables represent amounts due from charge card customers
and are recorded at the time that  a
transaction is submitted by the merchant and captured by American Express.  As previously noted, CRC purchases the
participation interests from RFC V in conjunction with TRS securitization program.  During

3

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the period from May 1, 2005 through
December 31, 2005, RFC V participated to CRC undivided interests totaling $8.5 billion.  Prior to
May 2005, CRC purchased such interests from RFC.  At December 31, 2005 and 2004, CRC owned approximately $8.6
billion and $6.3 billion of participation interests purchased from RFC V and
RFC, respectively.

|                                                        |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | - | ---- | ------ | ---- | - | ------ | - | - | ------ | -
|Years ended December 31, (Millions, except percentages) |  | 2005 |        | 2004 |   | 2003   |   | 2002 |        | 2001 |  
|                                                        |  |      |        |      |   |        |   |      |        |      |  
|Total cardmember receivables                            |  | $    | 24,421 |      | $ | 21,888 |   | $    | 21,165 |      | $ | 17,169 |   | $ | 19,121 |  
|90 days past
        due as a % of total                |  |      | 1.7    | %    |   | 2.1    | % |      | 2.2    | %    |   | 2.6    | % |   | 3.6    | %
|Loss reserves                                           |  | $    | 671    |      | $ | 555    |   | $    | 555    |      | $ | 498    |   | $ | 683    |  
|as
        a % of receivables                           |  |      | 2.7    | %    |   | 2.5    | % |      | 2.6    | %    |   | 2.9    | % |   | 3.5    | %
|as
        a % of 90 days past due                      |  |      | 159    | %    |   | 122    | % |      | 121    | %    |   | 112    | % |   | 99     | %
|Write-offs, net of recoveries                           |  | $    | 579    |      | $ | 471    |   | $    | 463    |      | $ | 568    |   | $ | 703    |  
|Net write-off rate (1)                                  |  |      | 0.22   | %    |   | 0.20   | % |      | 0.23   | %    |   | 0.32   | % |   | 0.35   | %
|Average life of cardmember receivables (in days) (2)    |  |      | 32     |      |   | 32     |   |      | 33     |      |   | 34     |   |   | 36     |  
|                                                        |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  

(1) Credcos write-offs, net
of recoveries, expressed as a percentage of the volume of cardmember
receivables purchased by Credco    in
each of the years indicated.

(2) Represents the average life
of cardmember receivables owned by Credco, based upon the ratio of the average
amount of both billed and unbilled receivables owned by Credco at the end of
each month, during the years indicated, to the volume of cardmember receivables
purchased by Credco.

Cardmember Loans

At December 31, 2005 and
2004, Credco owned cardmember loans totaling $0.6 billion, respectively,
representing 2 percent and 3 percent of all interests in cardmember receivables
and loans owned by Credco at December 31, 2005 and 2004, respectively.  These loans consist of certain
interest-bearing and discounted extended payment plan receivables comprised
principally of American Express credit card, Sign & Travel and Extended
Payment Option receivables, and lines of credit and loans to American Express
Bank Ltd. customers.  At December 31,
2005 and 2004, CRC did not own any participation interests in cardmember loans.

|                                                        |  |      |      |      |   |      |   |      |       |      |   |       |   |   |       |  
|------------------------------------------------------- |  | ---- | ---- | ---- | - | ---- | - | ---- | ----- | ---- | - | ----- | - | - | ----- | -
|Years ended December 31, (Millions, except percentages) |  | 2005 |      | 2004 |   | 2003 |   | 2002 |       | 2001 |  
|                                                        |  |      |      |      |   |      |   |      |       |      |  
|Total cardmember loans                                  |  | $    | 569  |      | $ | 622  |   | $    | 5,067 |      | $ | 4,858 |   | $ | 3,927 |  
|Past due cardmember loans as a % of total:              |  |      |      |      |   |      |   |      |       |      |   |       |   |   |       |  
|30-89 days                                              |  |      | 4.9  | %    |   | 6.3  | % |      | 3.2   | %    |   | 4.2   | % |   | 5.2   | %
|90+ days                                                |  |      | 1.4  | %    |   | 1.9  | % |      | 1.5   | %    |   | 1.7   | % |   | 1.6   | %
|Loss reserves                                           |  | $    | 15   |      | $ | 55   |   | $    | 182   |      | $ | 243   |   | $ | 164   |  
|as
        a % of cardmember loans                      |  |      | 2.6  | %    |   | 8.9  | % |      | 3.6   | %    |   | 5.0   | % |   | 4.2   | %
|as
        a % of past due                              |  |      | 41   | %    |   | 108  | % |      | 76    | %    |   | 84    | % |   | 62    | %
|Write-offs, net of
  recoveries                         |  | $    | 21   |      | $ | 183  |   | $    | 310   |      | $ | 330   |   | $ | 165   |  
|Net write-off rate (1)                                  |  |      | 3.57 | %    |   | 4.40 | % |      | 6.07  | %    |   | 7.37  | % |   | 5.31  | %
|                                                        |  |      |      |      |   |      |   |      |       |      |   |       |   |   |       |  

(1) Credcos write-offs, net
of recoveries, expressed as a percentage of the average amount of cardmember
loans owned by Credco at  the beginning
of the year and at the end of each month in each of the years indicated.

The year-over-year decrease
in Credcos owned cardmember loans was primarily driven by Credcos change in
funding strategies during 2004 for cardmember receivables and loans in certain
international markets and the TRS sale of its small business financing unit,
American Express Business Financing (AEBF), in December 2004, which resulted in
the sale by Credco of $1.3 billion of leasing receivables to AEBF at par.

4

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Loans and Deposits with Affiliates

Components of loans and deposits with affiliates at December 31
  were as follows:

|                                         |  |      |       |      |   |       |  |   |       | 
|---------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | ----- | 
|(Millions)                               |  | 2005 |       | 2004 |   | 2003  | 
|                                         |  |      |       |      |   |       | 
|American Express                         |  | $    |      |      | $ |      |  | $ | 850   | 
|TRS Parent                               |  |      | 750   |      |   |      |  |   |      | 
|TRS Subsidiaries:                        |  |      |       |      |   |       |  |   |       | 
|American Express Services Europe Limited |  |      | 2,799 |      |   | 2,930 |  |   |      | 
|American Express Australia Limited       |  |      | 2,489 |      |   | 2,111 |  |   |      | 
|Amex Bank of Canada                      |  |      | 1,797 |      |   | 1,553 |  |   | 359   | 
|American Express International Inc.      |  |      | 419   |      |   | 445   |  |   | 329   | 
|ATM Holdings, Inc.                       |  |      |      |      |   |      |  |   | 385   | 
|                                         |  |      |       |      |   |       |  |   |       | 
|Total                                    |  | $    | 8,254 |      | $ | 7,039 |  | $ | 1,923 | 
|                                         |  |      |       |      |   |       |  |   |       | 

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 U.S. and non-U.S. dollar
medium- and long-term debt as well as through operations.  The weighted average interest rate 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 was:

|     |  |                                    |      |  
|---- |  | ---------------------------------- | ---- | -
|Year |  | Weighted
  Average
  Interest Rate
|     |  |                                   
|2005 |  |                                    | 3.63 | %
|2004 |  |                                    | 2.98 | %
|2003 |  |                                    | 3.46 | %
|2002 |  |                                    | 3.96 | %
|2001 |  |                                    | 5.98 | %

See Notes 4 and 5 to the
Consolidated Financial Statements for additional information about Credcos
debt, including Credcos lines of credit and long-term debt.

Foreign Operations

See Notes 1, 7 and 13 to the
Consolidated Financial Statements for information about Credcos foreign
exchange risks and operations in different geographic regions.

Employees

At December 31, 2005, Credco
had 28 employees.

|         |              
|-------- | -------------
|Item 1A. | RISK FACTORS.

This section
highlights specific risks that could affect Credco and its businesses.  You should carefully consider each of the
following risks and all of the other information set forth in this Annual Report
on Form 10-K.  Based on the information
currently known to Credco, we believe that the following information identifies
the most significant risk factors affecting Credco.  However, the risks and uncertainties Credco faces are not limited
to those described below.  Additional
risks and uncertainties not presently known to us

5

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or that we currently believe to be immaterial may also
adversely affect Credcos business.

If any of the following risks and uncertainties
develops into actual events or the circumstances described in the risks and
uncertainties occur, these events or circumstances could have a material
adverse effect on Credcos business, financial condition or results of
operations.  These events could also
have a negative effect on the trading price of Credcos securities.

The risk management policies and procedures of Credco and the
Card Issuers may not be effective.

Credco and the Card Issuers must effectively manage
credit risk related to consumer debt, business loans, merchant bankruptcies and
other credit trends and the rate of bankruptcies, which can affect spending on
Card products, debt payments by individual and corporate customers and
businesses that accept the Card Issuers products.  Credit risk is the risk of loss from obligor or counterparty
default.  Credco and the Card Issuers
are exposed to both consumer credit risk, principally from Cardmember
receivables, and institutional credit risk, primarily through TRSs corporate
card, large establishment services and network services businesses.  While consumer credit risk is more closely
linked to general economic conditions rather than borrower-specific events like
institutional credit risk, both expose the Card Issuers and Credco to the risk
of loss.  Third parties may default on
their obligations to Credco due to bankruptcy, lack of liquidity, operational
failure or other reasons.  Country,
regional and political risks are components of credit risk.  Although Credco and the Card Issuers make
estimates to provide for credit losses in their respective outstanding
portfolios of loans and receivables, these estimates may not be accurate.  In addition, the information that Credco and
the Card Issuers use in managing credit risk may be inaccurate or
incomplete.  Although Credco and the
Card Issuers regularly review their credit exposures to specific clients and
counterparties and to specific industries, countries and regions that they
believe may present credit concerns, default risk may arise from events or
circumstances that are difficult to foresee or detect, such as fraud.  Credco and the Card Issuers may also fail to
receive full information with respect to the credit risks of their customers.

Credco must also effectively manage market risk to
which it is exposed.  Market risk
represents the loss in value of portfolios and financial instruments due to
adverse changes in market variables.
Credco is exposed to market risk from both interest rates from the Card
business and foreign exchange risk from its international operations.  Credco must also accurately estimate the
fair value of the assets in its investment portfolios and, in particular, those
investments that are not readily marketable.

Finally, the Card Issuers must also manage the
operational risks to which they are exposed.
The Card Issuers consider operational risk to be the risk of not
achieving their respective business objectives due to failed processes, people
or information systems, or from the external environment, such as natural
disasters.  Operational risks include
the risk that they may not accurately estimate the provision for the cost of
the Membership Rewards program, as well as the risk that they are unable to
manage a downturn in their respective businesses and/or negative changes in
ratings, which could result in contingent payments under contracts, decreased
liquidity and higher borrowing costs.

Although Credco and the Card Issuers have devoted
significant resources to develop their risk management policies and procedures
and expect to continue to do so in the future, their hedging strategies and
other risk management techniques may not be fully effective in mitigating risk
exposures in all market environments or against all types of risk, including
risks that are unidentified or unanticipated.
See Item 7A Quantitative Disclosures and Qualitative Disclosures about
Market Risk for a discussion of the policies and procedures Credco uses to
identify, monitor and manage risks. Management of credit, market and
operational risk requires, among other things, policies and procedures to
record properly and verify a large number of transactions and events, and these
policies and procedures may not be fully effective.

6

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Credco is exposed to risks associated with
fluctuations in foreign currency exchange rates and foreign exchange controls.

Credco generates a portion of its activities from
outside the United States, including by financing card receivables and loan
receivables denominated in currencies other than the U.S. dollar.  Revenues generated outside the United States
or denominated in currencies other than the U.S. dollar are subject to unpredictable
and indeterminate fluctuations in the values of other currencies relative to
the U.S. dollar.  Credcos  risk management activities provide
protection with respect to adverse changes in the value of only a limited
number of currencies.  Furthermore, Credco
or the Card Issuers may become subject to exchange control regulations that
might restrict or prohibit the conversion of their other revenue currencies
into U.S. dollars.  The occurrence of
any of these factors could decrease revenues received from international
operations and have a material adverse impact on their respective businesses.

Existing and proposed regulation in the areas of
consumer privacy and data use and security could decrease the number of charge
and credit cards issued and could increase costs.

The Card Issuers are
subject to regulations related to privacy and data use and security in
the jurisdictions in which they do business, and they could be negatively
impacted by these regulations.  For
example, in the United States, TRS, American Express Centurion Bank (Centurion
Bank) and American Express Bank, FSB are subject to the Federal Trade
Commissions information safeguards rule under the Gramm-Leach-Bliley Act.  The rule requires that each financial
institution develop, implement and maintain a written, comprehensive
information security program containing safeguards that are appropriate to the
financial institutions size and complexity, the nature and scope of the
financial institutions activities, and the sensitivity of any customer
information at issue.  In 2005, there
was a heightened legislative and regulatory focus on data security, including
requiring consumer notification in the event of a data breach.  In the United States, there are a number of
bills pending in Congress and there have been several congressional hearings to
address these issues.  Congress will
likely consider data security/data breach legislation in 2006 that, if
implemented, could affect the Card Issuers.

In addition, a number of states have enacted security
breach legislation, requiring varying levels of consumer notification in the
event of a security breach, and several other states are considering similar
legislation.  In Europe, the European
Parliament and Council have passed European Directive 95/46/EC on the
protection of individuals with regard to the processing of personal data and on
the free movement of such data (commonly referred to as the Data Protection
Directive), which obligates the controller of an individuals personal data to
take the necessary technical and organizational measures to protect personal
data.  The Data Protection Directive has
been implemented through local laws regulating data protection in European
Union member states to which certain Card Issuers are subject.  Regulation of privacy and data use and
security in these and other jurisdictions may increase costs for issuing charge
and credit cards, which may decrease the number of cards issued.  Any additional regulations in these areas
may also increase costs to comply with such regulations, which could materially
and adversely affect profitability.
Finally, failure to comply with the privacy and data use and security
laws and regulations to which the Card Issuers are subject could result in
fines, sanctions or other penalties, which could materially and adversely
affect their respective results of operations and overall businesses.

Credco and its subsidiaries are dependent on the
Card Issuers that generate receivables.

Credco and its subsidiaries are dependent on the Card
Issuers that generate receivables.
Credco and American Express Overseas Credit Corporation Limited (AEOCC)
are parties to asset sale and purchase agreements relating to the purchase of
receivables from the Card Issuers.
These receivables agreements generally require that non-interest and
interest-bearing receivables be purchased at discount rates that are negotiated
and determined at the time of purchase based upon the nature of the
receivables.  Credco and AEOCC are
dependent upon these contractual arrangements. Lower levels of cardmember
receivables and loans generated by the Card Issuers from which Credco and AEOCC
purchase receivables would result in a

7

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reduction in the level of finance operations and a
reduction in revenues of Credco and AEOCC.
American Express and TRS operations are independently subject to a
variety of risk factors.  The
outstanding debt and other securities of Credco and AEOCC are not obligations
of American Express, TRS or its other subsidiaries.

Forward-looking Statements

Various statements have been made in this Annual
Report on Form 10-K that may constitute forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may also be made in Credcos other reports filed
with 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 above and below, which could cause actual results to
differ materially from such statements.
The words believe, expect, anticipate, optimistic, intend,
plan, aim, will, may, should, could, would,
likely and similar
expressions are intended to identify forward-looking statements.  The risk factors described above and below
are not exclusive.  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:

|  |                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| | credit trends and the rate of bankruptcies, which
  can affect spending on card products and debt payments by individual and
  corporate customers;
|  |                                                                                                                                                    
| | Credcos ability to accurately estimate the
  provision for losses in Credcos outstanding portfolio of cardmember
  receivables and loans;        
|  |                                                                                                                                                    
| | fluctuations in foreign currency exchange rates;                                                                                                   
|  |                                                                                                                                                    
| | negative changes in Credcos credit ratings, which
  could result in decreased liquidity and higher borrowing costs;                               
|  |                                                                                                                                                    
| | the effect of fluctuating interest rates, which
  could affect Credcos borrowing costs; and                                                       
|  |                                                                                                                                                    
| | the impact on American Express
  Companys business resulting from continuing geopolitical uncertainty.                                            

|            |                             
|----------- | ----------------------------
|Item
  1 B. | UNRESOLVED
  STAFF COMMENTS.

None.

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

8

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PART II

|        |                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------
|Item 5. | MARKET FOR REGISTRANTS COMMON EQUITY,
        RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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

Credco paid cash dividends of $200 million and $125
million to TRS in 2005 and 2004, respectively. For information about
limitations on Credcos ability to pay dividends, see Note 6 to the
Consolidated Financial Statements.

9

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|          |                           
|--------- | --------------------------
|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:

|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|------------------------------------------ |  | ---- | ------ | ---- | - | ------ | - | ---- | ------ | ---- | - | ------ | - | - | ------ | -
|(Millions)                                 |  | 2005 |        | 2004 |   | 2003   |   | 2002 |        | 2001 |  
|                                           |  |      |        |      |   |        |   |      |        |      |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Income
  Statement Data                    |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Revenues                                   |  | $    | 2,276  |      | $ | 1,832  |   | $    | 1,987  |      | $ | 2,153  |   | $ | 2,842  |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Provision for losses, net of recoveries    |  |      | 662    |      |   | 628    |   |      | 701    |      |   | 846    |   |   | 937    |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Interest expense                           |  |      | 1,141  |      |   | 863    |   |      | 852    |      |   | 916    |   |   | 1,458  |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Income tax provision                       |  |      | 50     |      |   | 75     |   |      | 135    |      |   | 118    |   |   | 140    |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Net income                                 |  |      | 415    |      |   | 234    |   |      | 260    |      |   | 228    |   |   | 277    |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Balance
  Sheet Data                       |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Gross cardmember receivables               |  | $    | 24,421 |      | $ | 21,888 |   | $    | 21,165 |      | $ | 17,169 |   | $ | 19,121 |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Reserve for losses, cardmember receivables |  |      | (671   | )    |   | (555   | ) |      | (555   | )    |   | (498   | ) |   | (683   | )
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Gross cardmember loans                     |  |      | 569    |      |   | 622    |   |      | 5,067  |      |   | 4,858  |   |   | 3,927  |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Reserve for losses, cardmember loans       |  |      | (15    | )    |   | (55    | ) |      | (182   | )    |   | (243   | ) |   | (164   | )
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Loans and deposits with affiliates         |  |      | 8,254  |      |   | 7,039  |   |      | 1,923  |      |   | 2,047  |   |   | 1,907  |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Total assets                               |  |      | 37,369 |      |   | 36,260 |   |      | 31,949 |      |   | 27,665 |   |   | 26,542 |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Short-term debt                            |  |      | 15,982 |      |   | 13,245 |   |      | 15,718 |      |   | 15,145 |   |   | 20,584 |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Current portion of long-term debt          |  |      | 2,300  |      |   | 5,734  |   |      | 1,978  |      |   | 5,751  |   |   | 800    |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Long-term debt                             |  |      | 14,629 |      |   | 12,880 |   |      | 10,216 |      |   | 2,117  |   |   | 1,030  |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Shareholders equity                       |  |      | 3,271  |      |   | 2,993  |   |      | 2,750  |      |   | 2,315  |   |   | 2,200  |  
|                                           |  |      |        |      |   |        |   |      |        |      |   |        |   |   |        |  
|Cash dividends                             |  |      | 200    |      |   | 125    |   |      |       |      |   |       |   |   |       |  

10

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|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATION.

Critical Accounting Policies

American
Express Credit Corporations (Credco) significant accounting policies are
described in Note 1 to the Consolidated Financial Statements. The following
provides information about critical accounting policies that are important to
the Consolidated Financial Statements and that involve estimates requiring
significant management assumptions and judgments about the effect of matters
that are uncertain. These policies relate to reserves for cardmember losses.

Reserves for cardmember losses

Credcos
reserves for losses relating to cardmember receivables and loans represent
managements estimate of the amount necessary to absorb losses inherent in
Credcos outstanding portfolio of cardmember receivables and loans.
Managements evaluation process requires certain estimates and judgments.
Reserves for these losses are primarily based upon models that analyze several
specific portfolio statistics, including average write-off rates for various
stages of receivable aging (i.e., current, 30 days, 60 days, 90 days) over a
24-month period and average bankruptcy and recovery rates. Also, to a lesser
extent, these reserves reflect managements judgment regarding overall
adequacy. In exercising its judgment to adjust reserves that are calculated by
the analytic model, management considers the level of coverage of past-due
accounts, as well as external indicators, such as leading economic indicators,
unemployment rate, consumer confidence index, purchasing managers index,
bankruptcy filings and the regulatory environment. Management believes the
impact of each of these indicators can change from time to time and thus
reviews these indicators in concert.

Receivables
and loans are written-off when management deems amounts to be uncollectible,
which is generally determined by the numbers of days past due. In general,
bankruptcy and deceased accounts are written-off upon notification, or when 180
days past due for lending products and 360 days past due for charge card
products. For all other accounts, write-off policy is based upon the
delinquency and product. Given both the size and the volatility of write-offs,
management continually monitors evolving trends and adjusts its business
strategy accordingly. 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 provisions for losses, as applicable. As of December 31, 2005,
if average write-off rates were 5 percent higher or lower, the reserve for
losses would change by approximately $34 million.

Liquidity and Capital Resources

Financing Activities

Credcos
assets are financed through a combination of short-term debt, medium-term
notes, long-term senior notes, bank credit facilities and equity capital.
Funding requirements are met primarily by the sale of commercial paper, the
issuance of medium-term notes and borrowings under long-term bank credit
facilities in certain international markets. Credco has readily sold the volume
of commercial paper necessary to meet its funding needs as well as to cover the
daily maturities of commercial paper issued. During 2005, Credco had
uninterrupted access to the commercial paper and capital markets to fund its
business operations.

The commercial
paper market represents the primary source of short-term funding for Credco.
Credcos commercial paper is a widely recognized name among short-term
investors. At
December 31, 2005, Credco had $7.7 billion of commercial paper outstanding. The
outstanding amount increased $0.1 billion or 2 percent from a year ago. Average
commercial paper outstanding was $8.1 billion and $7.6 billion in 2005 and
2004, respectively. Credco currently manages the level of commercial paper
outstanding, net of certain

11

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short-term investments, such
that the ratio of its bank credit facility to total net short-term debt is not
less than 100 percent. Net short-term
debt, which consists mainly of commercial paper less cash and cash equivalents,
was $6.9 billion at December 31,
2005. Based on the maximum available borrowings under bank credit
facilities, Credcos bank line coverage of net short-term debt was 134 percent
at December 31, 2005.

Medium- and
long-term debt is raised through the offering of debt securities in the U.S.
and international capital markets. Medium-term debt is generally defined
as any debt with an original maturity greater than 12 months but less than 36
months. Long-term debt is generally defined as any debt with an original
maturity greater than 36 months. At December 31, 2005 and 2004, Credco had an
aggregate of $8.6 billion and $12.2 billion, respectively, of medium-term debt
outstanding at fixed and floating rates, a portion of which can be extended by
the holders up to an additional three years. Credcos outstanding long-term debt at
December 31, 2005 and 2004 was $8.3 billion and $6.4 billion, respectively.
During 2005 and 2004, Credcos average medium- and long-term debt outstanding
was $16.5 billion and $15.0 billion, respectively.

In 2005, U.S.
and international fixed and floating rate medium- and long-term debt in an
aggregate principal amount of $4.7 billion with maturities ranging from two to
ten years was issued.

These
long-term debt issues have longer average maturities and a wider distribution
along the maturity spectrum as compared to the 2004 long-term funding activity
to reduce and spread out the refinancing requirement in future periods.

Credcos
funding strategy is designed to maintain high and stable debt ratings from the
major credit rating agencies, Moodys, Standard & Poors and Fitch Ratings.
Maintenance of high and stable debt ratings is critical to ensuring Credcos
continuous access to the capital and credit markets. It also enables Credco to
reduce its overall borrowing costs. At December 31, 2005, Credcos debt ratings
were as follows:

|                 |         |                     |                
|---------------- | ------- | ------------------- | ---------------
|                 | Moodys | Standard
  & Poors | Fitch
  Ratings
|                 |         |                     |                
|Short-term       | P-1     | A-1                 | F1             
|Senior unsecured | Aa3     | A+                  | A+             
|                 |         |                     |                

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 Credcos and its
subsidiaries appropriate ratings.

Credco, TRS,
AEOCC, a wholly-owned subsidiary of Credco, Centurion Bank, a wholly-owned
subsidiary of TRS and American Express Bank Ltd., a wholly-owned subsidiary of
American Express have established a program 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 this program will not exceed $6.0 billion. In the third
quarter of 2004, Credco issued approximately $2.2 billion of fixed-rate debt
instruments with maturities of three to five years under this program. In the
fourth quarter of 2004, Credco issued approximately $461 million of fixed-rate
debt instruments with a maturity of five years. The proceeds of these issuances
were used for financing operations, including the purchase of receivables and
the repayment of previously issued debt. At December 31, 2005, $3.1 billion was
outstanding under this program, including $500 million issued by TRS.

On October 28, 2005, Credco
received regulatory approval in Canada for a base shelf prospectus for a
medium-term note program providing for the issuance from time to time, in
Canada, of up to approximately $3.0 billion of notes by American Express Canada
Credit Corporation, a wholly-owned subsidiary of Credco, which notes would be
guaranteed by Credco. On November 15, 2005, Credco issued and sold
approximately $430 million Fixed Medium-Term Notes due 2010 and approximately
$260 million Floating Medium-Term

12

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Notes due 2007. At
December 31, 2005, approximately $2.3 billion was available for issuance under
this program.

At December
31, 2004, Credco had the ability to issue approximately $7 billion of debt
securities under shelf registration statements filed with the Securities and
Exchange Commission (SEC). During the fourth quarter ended December 31, 2005,
Credco issued $4 billion Medium-Term Notes. At December 31, 2005, Credco had
the ability to issue approximately $3 billion of debt securities under the
remaining shelf registration statements.

In August
2004, Credco established a new 99.9 percent owned entity, American Express
Capital Australia (AECA). In September 2004, Credco borrowed approximately $1.9
billion to provide an alternate funding source for business in Australia. At
the same time, Credco sold its Australian cardmember loan portfolio, net of
reserves, of $1.0 billion and cardmember receivable portfolio of $1.0 billion
to American Express Australia Limited (AEAL), a wholly-owned subsidiary of TRS
and the issuer of charge and credit cards in Australia. Subsequently, AEAL
transferred with recourse these cardmember receivables and cardmember loans to
AECA and will transfer with recourse new cardmember receivables and cardmember
loans originated by AEAL prospectively to AECA.

Additionally, in October
2004, Credco established two additional 99.9 percent owned entities, American
Express Sterling Funding Limited Partnership (AESLP) and American Express Euro
Funding Limited Partnership (AEELP) in connection with the implementation of
alternate receivable funding strategies in the United Kingdom and Germany.
AESLP in turn established a wholly-owned subsidiary, American Express Funding
(Luxembourg) SARL (SARL). These entities were funded with the proceeds of debt
securities issued by Credco in pounds sterling and euros, in the third and
fourth quarters of 2004, respectively. During the fourth quarter of 2004,
Credco sold its cardmember loan and receivable portfolios in the United Kingdom
and Germany to American Express Services Europe Limited (AESEL), a wholly-owned
subsidiary of TRS. Subsequently,
AESEL transferred with recourse cardmember receivables and cardmember loans of
$2.5 billion and $0.6 billion to SARL and AEELP, respectively.

Credco paid
cash dividends of $200 million and $125 million to TRS in 2005 and 2004,
respectively.

Liquidity

Credco
balances the trade-offs between having too much liquidity, which can be costly
and limit financial flexibility, with having inadequate liquidity,
which may result in financial distress during a liquidity crisis (see
Contingent Liquidity Planning section below). Credco considers various factors
in determining its liquidity needs, such as economic and financial market
conditions, seasonality in business operations, cost and availability of
alternative liquidity sources, and credit rating agency considerations. In 2005, short-term debt as a percentage of
total debt increased to 49 percent at December 31, 2005 from 42 percent at
December 31, 2004.

Credco
estimates it will have funding requirements of approximately $2.3 billion
within the next year related to the maturity of medium- and long-term debt obligations.
Credco believes that its funding plan is adequate to meet these requirements.
In addition, alternative liquidity sources are available, mainly in the form of
the liquidity portfolio, securitization of cardmember receivables and loans
through American Express affiliates, and bank credit facilities, to provide
uninterrupted funding over a twelve-month period should access to unsecured
debt sources become impaired.

Investment Securities Liquidity Portfolio

During the
normal course of business, funding activities may raise more proceeds than are
necessary for immediate funding needs. These amounts are invested principally
in overnight, highly liquid instruments. In addition, in the fourth quarter of
2003, Credco began a program to develop a liquidity portfolio in which

13

---



proceeds
raised from such borrowings are to be invested in high quality and highly
liquid investment securities. At December 31, 2005, Credco held $3.0 billion of
U.S. Treasury securities under this program. The invested amounts of the
liquidity portfolio provide back-up liquidity, primarily for Credcos
commercial paper program. U.S. Treasury securities are the highest credit
quality and most liquid of investment instruments available. Credco can easily
sell these securities or enter into sale/repurchase agreements to immediately
raise cash proceeds to meet liquidity needs.

Other Investment Activities

During June 2004, CRC sold
$1.2 billion of Class C Notes previously issued by the American Express Credit
Account Master Trust, a qualified special purpose entity, to American Express
Receivables Financing Corporation II, a wholly-owned subsidiary of TRS. The
Class C Notes were sold at par and, as such, no gain or loss was recognized in
conjunction with the transaction. During 2005, $38 million of the Class C Notes
matured. At December 31, 2005, CRC has approximately $19 million of Class C
Notes remaining. In prior periods, CRC was also invested in certain Class B
Notes that were issued by AEMT. During 2005, the remaining $142 million of
Class B Notes matured.

Bank Credit Facilities

Credco maintained bank
credit facilities with 43 large institutions totaling $12.6 billion (including
$2.0 billion available to American Express and the $2.4 billion Australian
Credit Facility discussed below) at December 31, 2005. Credco had $0.7 billion
outstanding under the Canadian credit facility at December 31, 2005. Credco has
the right to borrow a maximum of $12.6 billion (including amounts outstanding)
under these facilities, with a commensurate maximum $2.1 billion reduction in
the amount available to American Express. These facilities expire as follows
(billions): 2006, $1.5; 2009, $6.3 and 2010, $4.8.

The availability of the credit lines is subject to compliance
  with certain financial covenants by Credco, including the maintenance of a 1.25
  ratio of earnings to fixed charges. The ratio of earnings to fixed charges for
  Credco was 1.41, 1.36 and 1.46 in 2005, 2004 and 2003, respectively.The
  ratio of earnings to fixed charges for American Express for 2005, 2004 and 2003
  was 2.83, 3.13 and 2.97, respectively.

In the third quarter of 2004, Credco entered into a new 5-year
  multi-bank credit facility in Australia for approximately $2.4 billion and borrowed
  approximately $1.9 billion under this credit facility to provide an alternate
  funding source for business in Australia. At December 31, 2005, $2.3 billion
  under this credit facility was outstanding.

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

Contingent Liquidity Planning

Credco has
developed a contingent funding plan that enables it to meet its daily funding
obligations when access to unsecured funds in the debt capital markets is
impaired or unavailable. This plan is designed to ensure that Credco could
continuously maintain normal business operations for at least a twelve-month
period in which its access to unsecured funds is interrupted. From time to
time, Credco may increase its liquidity portfolio in order to pre-refund
maturing debt obligations when financial market conditions are favorable. These
levels are monitored and adjusted when necessary to maintain short-term
liquidity needs in response to seasonal or changing business conditions.

The funding sources that would
be relied upon depend on the exact nature of such a hypothetical liquidity
crisis; nonetheless, Credcos liquidity sources are designed with the goal of
ensuring there is sufficient cash on hand to fund business operations over a
twelve-month period regardless of whether the liquidity crisis is

14

---



caused by an external, industry or Credco-specific
event. The contingent funding plan also addresses operating flexibilities in
quickly making these funding sources available to meet all financial
obligations. The simulated liquidity crisis is defined as a sudden and
unexpected event that temporarily impairs access to or makes unavailable
funding in the unsecured debt markets. The contingent funding plan includes
access to diverse sources of alternative funding, including but not limited to
its liquidity investment portfolio, securitization of cardmember receivables
and loans through American Express affiliates, bank lines, and intercompany
borrowings. Credco estimates that, under a worst case liquidity crisis
scenario, it has in excess of $13.5 billion in alternate funding sources
available to cover cash needs over the first 60 days after a liquidity crisis
has occurred.

Results of Operations

Pretax income depends
primarily on the volume of cardmember receivables and loans purchased, the
discount rates applicable thereto, the relationship of total discount to
Credcos interest expense and the collectibility of cardmember receivables and
loans purchased. The following table summarizes the changes attributable to the
increase (decrease) in key revenue and expense accounts:

|                                                                       |  |   |      |   |   |      |  
|---------------------------------------------------------------------- |  | - | ---- | - | - | ---- | -
|(Millions)                                                             |  |   | 2005 |   |   | 2004 |  
|                                                                       |  |   |      |   |   |      |  
|Discount revenue earned on purchased cardmember
receivables and loans: |  |   |      |   |   |      |  
|Volume of receivables
purchased                                        |  | $ | 148  |   | $ | 187  |  
|Discount rates                                                         |  |   | 266  |   |   | (320 | )
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | 414  |   | $ | (133 | )
|                                                                       |  |   |      |   |   |      |  
|Finance charge
  revenue:                                              |  |   |      |   |   |      |  
|Volume of loans
  purchased                                            |  | $ | (292 | ) | $ | (97  | )
|Interest rates                                                         |  |   | 22   |   |   | (40  | )
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | (270 | ) | $ | (137 | )
|                                                                       |  |   |      |   |   |      |  
|Interest income
  from investments:                                    |  |   |      |   |   |      |  
|Average
  investments outstanding                                      |  | $ | (11  | ) | $ | 31   |  
|Interest rates                                                         |  |   | 32   |   |   | 4    |  
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | 21   |   | $ | 35   |  
|                                                                       |  |   |      |   |   |      |  
|Interest income
  from affiliates:                                     |  |   |      |   |   |      |  
|Average
  investments outstanding                                      |  | $ | 164  |   | $ | 22   |  
|Interest rates                                                         |  |   | 113  |   |   | 66   |  
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | 277  |   | $ | 88   |  
|                                                                       |  |   |      |   |   |      |  
|Provision for
  losses, net of recoveries:                             |  |   |      |   |   |      |  
|Volume of
  receivables purchased                                      |  | $ | 66   |   | $ | 133  |  
|Provision rates
  and volume of recoveries                             |  |   | (32  | ) |   | (206 | )
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | 34   |   | $ | (73  | )
|                                                                       |  |   |      |   |   |      |  
|Interest
  expense:                                                    |  |   |      |   |   |      |  
|Average debt
  outstanding                                             |  | $ | 58   |   | $ | 159  |  
|Interest rates                                                         |  |   | 127  |   |   | (183 | )
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | 185  |   | $ | (24  | )
|                                                                       |  |   |      |   |   |      |  
|Interest expense
  to affiliates:                                      |  |   |      |   |   |      |  
|Average debt
  outstanding                                             |  | $ | 12   |   | $ | 6    |  
|Interest rates                                                         |  |   | 81   |   |   | 29   |  
|                                                                       |  |   |      |   |   |      |  
|Total                                                                  |  | $ | 93   |   | $ | 35   |  
|                                                                       |  |   |      |   |   |      |  

15

---



Credcos increase in discount revenue earned on
purchased cardmember receivables and loans during 2005 is attributable to
higher discount rates and higher volume of cardmember receivables purchased.
Finance charge revenue in 2005 decreased primarily as a result of lower volume
of average interest-bearing cardmember loans outstanding. Interest income from
investments in 2005 increased primarily due to higher yields, partially offset
by lower average investments outstanding. The increase in interest income from
affiliates is attributable to higher yields and greater average investments
outstanding. Interest expense increased in 2005 as a result of higher interest
rates and higher average debt outstanding. Provision for losses increased
during 2005 reflecting an increase in the volume of cardmember receivables
purchased and costs related to Hurricane Katrina, partially offset by lower
provision rates due to improved credit quality.

Credcos effective tax rate for the years ended
December 31, 2005, 2004 and 2003 was 10.8 percent, 24.3 percent and 34.2
percent, respectively. The effective tax rate was much lower in 2005 as
compared to 2004 and 2003 primarily as a result of ongoing benefits related to
changes in international funding strategy during 2004. The shifts in
international funding strategy, which diversify funding sources and increase
liquidity, are expected also to benefit Credcos effective tax rate and net
income in future periods despite somewhat higher related funding costs.

16

---



Item 7A.           QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Credcos risk management
objective is to monitor and control risk exposures to earn returns commensurate
with the appropriate level of risk assumed. In addition to business risk,
Credco recognizes three fundamental sources of risk: credit risk, market risk
and operational risk. These risks are interrelated, and management has adopted
well defined principles to guide Credcos business strategies and objectives.
Credco views credit risk as a component of driving profitable growth. Market
risk is hedged or managed within established parameters to sustain such
earnings growth, while operational risk arising from Credcos business
activities is carefully monitored to maintain it within acceptable limits.

Credcos risk management
oversight is performed through internal and independent oversight functions.
Risk management governance at Credco begins with the American Express Board
approved risk management policies, objectives and the American Express Board
oversight of risk management parameters. Supporting the American Express Board
in its oversight function are other risk management oversight committees, such
as American Express Treasury Department and other asset and liability management
committees. The American Express Enterprise Risk Management Committee (ERMC)
supplements the risk management capabilities resident within American Express
business segments by routinely reviewing key market, credit, operational and
other risk concentrations across American Express and recommending action where
appropriate. The ERMC recommends risk limits, promotes a rigorous understanding
of risks across American Express, including Credco, and supports management in
making risk-return decisions.

Credit Risk

Credit risk is defined as
the risk of loss from obligor or counterparty default. Credco is exposed to
credit risk through the cardmember receivables and cardmember loans it
purchases generally without recourse, as well as through its participation
interests. As a portfolio consisting of millions of borrowers and individual
exposures, a portfolio effect from diversification is considerable, with a loss
distribution characterized by a higher frequency but manageable severity that
is more closely linked to general economic conditions than to borrower-specific
events. Receivable and loan purchase decisions and the related discount pricing
are impacted by the overall credit risk considerations inherent in the
cardmember receivables and cardmember loans.

Credit risk associated with
Credcos derivatives is limited to the risk that a derivative counterparty will
not perform in accordance with the terms of the contract. To mitigate such
risk, Credcos counterparties are all required to be rated investment grade or
higher. Additionally, Credco enters into master netting agreements with its
counterparties wherever practical.

Market Risk

Market risk represents the
loss in value of portfolios and financial instruments due to adverse changes in
market variables. Credcos market risk consists primarily of interest rate risk
and foreign exchange risk. Market risk exposures are monitored and managed by
various risk committees, American Express Treasury Department as well as by
management. The American Express Board approved policies related to funding,
investments and the use of derivative financial instruments have been
established. With respect to derivative financial instruments, the value of
such instruments is derived from an underlying variable or multiple variables,
including commodity, equity, foreign exchange and interest rate indices or
prices. These instruments enable end users to increase, reduce, or alter
exposure to various market risks and, as such, are an integral component of
Credcos market risk and related asset liability management strategy and
processes. See Note 7 for additional discussion of Credcos derivative
financial instruments.

Interest rate risk is
generated by the funding of cardmember receivables and fixed rate cardmember
loan purchases through longer term variable rate borrowings. Such assets and
liabilities generally do not create naturally offsetting positions as it
relates to basis, re-pricing or maturity characteristics. By using derivative

17

---



financial instruments, such
as interest rate swaps, the interest rate profile can be adjusted to maintain
and manage a desired profile. As of December 31, 2005 and 2004, the total
notional amount of interest rate swaps was $2 billion and $22 billion,
respectively. These derivatives generally qualify for hedge accounting.

In addition, foreign
exchange risk is generated by cross-currency purchased cardmember receivables
and cardmember loans, foreign currency denominated balance sheet exposures and
foreign currency earnings in international units. Credco hedges this market
exposure to the extent it is economically justified through various means
including local market cross-currency funding and the use of derivative
financial instruments, such as foreign exchange forward and cross-currency swap
contracts, which can help lock in Credcos exposure to specific currencies at
a specified rate. As a general matter, virtually all foreign exchange risk is
risk managed to decrease Credcos exposure to currency rate fluctuations. As of
December 31, 2005 and 2004, the total notional amount of foreign exchange
derivatives was $27 million and $29 million. These derivatives generally do not
qualify for hedge accounting.

The following discussion includes sensitivity analysis of interest
  rate and foreign currency risk and estimates 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, including revising the discount rate applicable to purchases
  of new receivables. As a result, actual earnings consequences will differ from
  those quantified. The detrimental effect on Credcos pretax earnings of
  a hypothetical 100 basis point increase in interest rates would be approximately
  $82 million and $65 million, based on 2005 and 2004 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. From a foreign
  exchange risk perspective, based on the year-end 2005 and 2004 foreign exchange
  positions, the effect on Credcos earnings of the hypothetical 10 percent
  strengthening of the U.S. dollar would be immaterial.

Operational Risk

Credco defines operational risk as the risk of not achieving business
  objectives due to failed processes, people or information systems, or from the
  external environment (e.g., natural disasters). The management of operational
  risk is an important priority for Credco. Operational risk can impact an organization
  through direct or indirect financial loss, brand or reputational damage, customer
  dissatisfaction, or legal or regulatory penalties. Credco is committed to improving
  its ability to prioritize and manage operational risk through the delivery of
  a comprehensive operational risk program. American Express Operational
  Risk Committee is developing enterprise-wide guidelines and tools for managing
  operational risk. However, day-to-day management of operational risk lies with
  Credco. Credco continues to enhance its operational risk management practices
  on an ongoing basis. With the finalization of the American Express enterprise-wide
  guidelines and tools, Credco will implement a robust self-assessment methodology
  for managing operational risk. The self-assessment methodology is based on COSO
  (The Committee of Sponsoring Organizations of the Treadway Commission) principles,
  and facilitates compliance with Section 404 of the SarbanesOxley Act.
  The implementation of this methodology is expected to result in improved operational
  risk intelligence and a heightened level of preparedness to deal with operational
  risk events and conditions that may adversely impact Credcos operations.

18

---



|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                              
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------
|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 14 to the Consolidated Financial
  Statements appearing herein.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Item 9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Not
  applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Item 9A. | CONTROLS AND PROCEDURES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Credcos
  management, with the participation of Credcos Chief Executive Officer and
  Chief Financial Officer, has evaluated the effectiveness of Credcos
  disclosure controls and procedures (as such term is defined in Rules
  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
  (the Exchange Act)) as of the end of the period covered by this report.
  Based on such evaluation, Credcos Chief Executive Officer and Chief
  Financial Officer have concluded that, as of the end of such period, Credcos
  disclosure controls and procedures are effective. There have not been any
  changes in Credcos internal control over financial reporting (as such term
  is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
  Credcos fourth fiscal quarter that have materially affected, or are
  reasonably likely to materially affect, Credcos internal control over
  financial reporting.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Item 9B. | OTHER INFORMATION.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | Not
  applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|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 AND
  RELATED STOCKHOLDER MATTERS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

19

---



|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | The Audit
  Committee of the Board of Directors of American Express Company has appointed
  PricewaterhouseCoopers LLP as the independent registered public accounting
  firm to audit the Consolidated Financial Statements of Credco for the year
  ended December 31, 2005.                                                                                                                                                                                                                                                                                          
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | On November 22, 2004, the
  Audit Committee of the Board of Directors of American Express Company
  appointed PricewaterhouseCoopers LLP as the independent registered public
  accounting firm for Credco for the year beginning January 1, 2005 and dismissed
  Ernst & Young LLP for such period.                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Each year the Audit
  Committee reviews the accountants qualifications, performance and
  independence in accordance with regulatory requirements and guidelines. At
  least every ten years, the Audit Committee charter requires a detailed review
  of American Express accounting firm, which would include a comparison of
  resources available in other firms. The Committee conducted such a review in
  2004, resulting in the appointment of PricewaterhouseCoopers LLP.                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Credco did not consult with PricewaterhouseCoopers LLP in respect
        of its Consolidated Financial Statements for the year ended December 31,
        2004 regarding any of the matters or events set forth in Item 304(a)(2)(i)
        and (ii) of Regulation S-K.                                                                                                                                                                                                                                                                                               
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Audit Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | The
  aggregate fees billed or to be billed by PricewaterhouseCoopers LLP and Ernst
  & Young LLP for each of the last two years for professional services
  rendered for the audit of Credcos Consolidated Financial Statements and
  services that were provided in connection with statutory and regulatory
  filings or engagements and other attest services were $346,250 for 2005 by
  PricewaterhouseCoopers LLP and $315,000 for 2004 by Ernst & Young LLP.                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Audit-Related
  Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Credco was
  not billed by PricewaterhouseCoopers LLP or Ernst & Young LLP for any
  fees for audit-related services for 2005 or 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Tax Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Credco was
  not billed by PricewaterhouseCoopers LLP or Ernst & Young LLP for any tax
  fees for 2005 or 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | All Other
  Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Credco was
  not billed by PricewaterhouseCoopers LLP or Ernst & Young LLP for any
  other fees for 2005 or 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Policy on Pre-Approval of Services Provided by Independent Registered
  Public Accountants                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|         | Pursuant to
  the requirements of the Sarbanes-Oxley Act of 2002, the terms of the
  engagement of Credcos independent registered public accountants are subject
  to the specific pre-approval of the Audit Committee of American Express. All
  audit and permitted non-audit services to be performed by Credcos independent
  registered public accountants require pre-approval by the Audit Committee in
  accordance with pre-approval procedures established by the Audit Committee.
  The procedures require all proposed engagements of Credcos independent

20

---



| |                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | registered
  public accountants for services to Credco of any kind to be directed to the
  General Auditor of American Express and then submitted for approval to the
  Audit Committee of American Express prior to the beginning of any services.

21

---



PART IV

|         |                                          |    |                                                            
|-------- | ---------------------------------------- | -- | -----------------------------------------------------------
|Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|         |                                          |    |                                                            
|         | (a)                                      | 1. | Financial
  Statements:                                    
|         |                                          |    | See Index to
  the Financial Statements at page F-1 hereof.
|         |                                          |    |                                                            
|         |                                          | 2. | Financial
  Statement Schedule:                            
|         |                                          |    | See Index to
  the Financial Statements at page F-1 hereof.
|         |                                          |    |                                                            
|         |                                          | 3. | Exhibits:                                                  
|         |                                          |    | See Exhibit
  Index hereof.                                

22

---



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 31,
  2006 | By | /s/Christopher
  S. Forno                        
|                                                                                                                                                                                                               |                  |    |                                                   | 
|                                                                                                                                                                                                               |                  |    | Christopher
  S. Forno                           
|                                                                                                                                                                                                               |                  |    | 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 31,
  2006 | By | /s/Christopher
  S. Forno                        
|                                                                                                                                                                                                               |                  |    |                                                   | 
|                                                                                                                                                                                                               |                  |    | Christopher
  S. Forno                           
|                                                                                                                                                                                                               |                  |    | President,
  Chief Executive Officer and Director
|                                                                                                                                                                                                               |                  |    |                                                  
|DATE:                                                                                                                                                                                                          | March 31,
  2006 |    | /s/Susanne
  L. Miller                           
|                                                                                                                                                                                                               |                  |    |                                                   | 
|                                                                                                                                                                                                               |                  |    | Susanne L.
  Miller                              
|                                                                                                                                                                                                               |                  |    | Vice
  President and Chief Accounting Officer    
|                                                                                                                                                                                                               |                  |    |                                                  
|DATE:                                                                                                                                                                                                          | March 31,
  2006 |    | /s/Paul H.
  Hough                               
|                                                                                                                                                                                                               |                  |    |                                                   | 
|                                                                                                                                                                                                               |                  |    | Paul H.
  Hough                                  
|                                                                                                                                                                                                               |                  |    | Chief
  Financial Officer and Director           
|                                                                                                                                                                                                               |                  |    |                                                  
|DATE:                                                                                                                                                                                                          | March 31,
  2006 |    | /s/David L.
  Yowan                              
|                                                                                                                                                                                                               |                  |    |                                                   | 
|                                                                                                                                                                                                               |                  |    | David L.
  Yowan                                 
|                                                                                                                                                                                                               |                  |    | Vice
  President and Director                    

23

---



AMERICAN EXPRESS CREDIT CORPORATION
INDEX TO FINANCIAL STATEMENTS
COVERED BY REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING
FIRMS

(Item 14 (a))

|                      |                                                                                                                                                                                                                                                                              |  |                
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------
|                      |                                                                                                                                                                                                                                                                              |  | Page Number    
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      |                                                                                                                                                                                                                                                                              |  |                
|Financial Statements: |                                                                                                                                                                                                                                                                              | 
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | Reports of Independent Registered Public Accounting Firms                                                                                                                                                                                                                    |  | F  2 and F  3
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | Consolidated Statements of Income                                                                                                                                                                                                                                            |  | F  4          
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | Consolidated Balance Sheets                                                                                                                                                                                                                                                  |  | F  5          
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | Consolidated Statements of Cash Flows                                                                                                                                                                                                                                        |  | F  6          
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | Consolidated Statements of Shareholders Equity                                                                                                                                                                                                                              |  | F  7          
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | Notes to Consolidated Financial Statements                                                                                                                                                                                                                                   |  | F  8 to F  21
|                      |                                                                                                                                                                                                                                                                              |  |                
|Schedule:             |                                                                                                                                                                                                                                                                              | 
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | II  Valuation and Qualifying Accounts                                                                                                                                                                                                                                       |  | F  22         
|                      |                                                                                                                                                                                                                                                                              |  |                
|                      | 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

---



REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of
American Express Credit Corporation

In our opinion, the consolidated financial statements listed in
  the index appearing under Item 14(a) present fairly, in all material respects,
  the financial position of American Express Credit Corporation and its subsidiaries
  (the Company) at December 31, 2005, and the results of their operations
  and their cash flows for the year ended December 31, 2005 in conformity with
  accounting principles generally accepted in the United States of America. In
  addition, in our opinion, the financial statement schedule listed in the index
  appearing under Item 14(a) presents fairly, in all material respects, the information
  set forth therein when read in conjunction with the related consolidated financial
  statements. These financial statements and financial statement schedule are
  the responsibility of the Companys management. Our responsibility is to
  express an opinion on these financial statements and financial statement schedule
  based on our audit. We conducted our audit of these statements in accordance
  with the standards of the Public Company Accounting Oversight Board (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, assessing the accounting
  principles used and significant estimates made by management, and evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

/s/PricewaterhouseCoopers
LLP

New York, New York
  March 30, 2006

F-2

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Board of Directors of
American Express Credit Corporation

We have audited the accompanying consolidated balance sheet of
  American Express Credit Corporation as of December 31, 2004 and the related
  consolidated statements of income, shareholders equity and cash flows
  for the years ended December 31, 2004 and 2003. 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 the standards of the Public Company Accounting Oversight Board
(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. We were not engaged to perform an audit of American
Express Credit Corporations internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and 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, 2004 and the consolidated results of its
operations and its cash flows for the years ended December 31, 2004 and 2003,
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
March 16, 2005

F-3

---



AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

|                                                                          |  |      |       |      |   |       |  |   |       | 
|------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | ----- | 
|Years Ended December 31, (Millions)                                       |  | 2005 |       | 2004 |   | 2003  | 
|                                                                          |  |      |       |      |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Revenues                                                                  |  |      |       |      |   |       |  |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Discount revenue
  earned from purchased cardmember receivables and loans |  | $    | 1,680 |      | $ | 1,266 |  | $ | 1,399 | 
|Finance charge
  revenue                                                  |  |      | 69    |      |   | 339   |  |   | 476   | 
|Interest income
  from investments                                        |  |      | 125   |      |   | 104   |  |   | 69    | 
|Interest income
  from affiliates                                         |  |      | 396   |      |   | 119   |  |   | 31    | 
|Other                                                                     |  |      | 6     |      |   | 4     |  |   | 12    | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Total revenues                                                            |  |      | 2,276 |      |   | 1,832 |  |   | 1,987 | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Expenses                                                                  |  |      |       |      |   |       |  |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Provision for
  losses, net of recoveries:                                |  |      |       |      |   |       |  |   |       | 
|2005, $172;
  2004, $187; 2003, $204                                      |  |      | 662   |      |   | 628   |  |   | 701   | 
|Interest expense                                                          |  |      | 943   |      |   | 758   |  |   | 782   | 
|Interest expense
  to affiliates                                          |  |      | 198   |      |   | 105   |  |   | 70    | 
|Other                                                                     |  |      | 8     |      |   | 32    |  |   | 39    | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Total expenses                                                            |  |      | 1,811 |      |   | 1,523 |  |   | 1,592 | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Pretax income                                                             |  |      | 465   |      |   | 309   |  |   | 395   | 
|Income tax
  provision                                                    |  |      | 50    |      |   | 75    |  |   | 135   | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|                                                                          |  |      |       |      |   |       |  |   |       | 
|Net income                                                                |  | $    | 415   |      | $ | 234   |  | $ | 260   | 
|                                                                          |  |      |       |      |   |       |  |   |       | 

See Notes to Consolidated Financial Statements.

F-4

---



AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS

|                                                                                                                      |  |      |        |      |   |        |  
|--------------------------------------------------------------------------------------------------------------------- |  | ---- | ------ | ---- | - | ------ | -
|December 31, (Millions, except share
data)                                                                            |  | 2005 |        | 2004 |  
|                                                                                                                      |  |      |        |      |  
|                                                                                                                      |  |      |        |      |   |        |  
|Assets                                                                                                                |  |      |        |      |   |        |  
|                                                                                                                      |  |      |        |      |   |        |  
|Cash and cash
  equivalents                                                                                           |  | $    | 1,051  |      | $ | 3,802  |  
|Investments                                                                                                           |  |      | 2,996  |      |   | 3,183  |  
|Cardmember
  receivables, less reserves:                                                                              |  |      |        |      |   |        |  
|2005, $671;
  2004, $555                                                                                              |  |      | 23,750 |      |   | 21,333 |  
|Cardmember
  loans, less reserves:                                                                                    |  |      |        |      |   |        |  
|2005, $15; 2004,
  $55                                                                                                |  |      | 554    |      |   | 567    |  
|Loans
        and deposits from affiliates                                                                            |  |      | 8,254  |      |   | 7,039  |  
|Deferred charges
  and other assets                                                                                   |  |      | 764    |      |   | 336    |  
|                                                                                                                      |  |      |        |      |   |        |  
|Total assets                                                                                                          |  | $    | 37,369 |      | $ | 36,260 |  
|                                                                                                                      |  |      |        |      |   |        |  
|                                                                                                                      |  |      |        |      |   |        |  
|Liabilities
  and Shareholders Equity                                                                                |  |      |        |      |   |        |  
|                                                                                                                      |  |      |        |      |   |        |  
|Short-term debt                                                                                                       |  | $    | 7,939  |      | $ | 7,780  |  
|Short-term debt
  with affiliates                                                                                     |  |      | 8,043  |      |   | 5,465  |  
|Current portion
  of long-term debt                                                                                   |  |      | 2,300  |      |   | 5,734  |  
|Long-term debt                                                                                                        |  |      | 14,629 |      |   | 12,880 |  
|                                                                                                                      |  |      |        |      |   |        |  
|Total debt                                                                                                            |  |      | 32,911 |      |   | 31,859 |  
|Due to
  affiliates                                                                                                   |  |      | 1,021  |      |   | 1,148  |  
|Accrued interest
  and other liabilities                                                                              |  |      | 166    |      |   | 260    |  
|                                                                                                                      |  |      |        |      |   |        |  
|Total liabilities                                                                                                     |  |      | 34,098 |      |   | 33,267 |  
|                                                                                                                      |  |      |        |      |   |        |  
|                                                                                                                      |  |      |        |      |   |        |  
|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                                                                                                   |  |      | 3,080  |      |   | 2,865  |  
|Accumulated
  other comprehensive income (loss):                                                                      |  |      |        |      |   |        |  
|Net unrealized
  securities (losses), net of tax:                                                                     |  |      |        |      |   |        |  
|2005, $8; 2004,
  $13                                                                                                 |  |      | (16    | )    |   | (25    | )
|Net unrealized
  derivatives gains (losses), net of tax:                                                              |  |      |        |      |   |        |  
|2005,
        $(31); 2004, $6                                                                                         |  |      | 57     |      |   | (11    | )
|Foreign currency
  translation adjustments                                                                            |  |      | (12    | )    |   | 2      |  
|                                                                                                                      |  |      |        |      |   |        |  
|Total accumulated other
  comprehensive income (loss)                                                                 |  |      | 29     |      |   | (34    | )
|                                                                                                                      |  |      |        |      |   |        |  
|Total
  shareholders equity                                                                                          |  |      | 3,271  |      |   | 2,993  |  
|                                                                                                                      |  |      |        |      |   |        |  
|Total
  liabilities and shareholders equity                                                                          |  | $    | 37,369 |      | $ | 36,260 |  
|                                                                                                                      |  |      |        |      |   |        |  

See Notes to Consolidated Financial Statements.

F-5

---



AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | ---- | - | ------ | - | - | ------ | -
|Years Ended December 31, (Millions)                                                                                        |  | 2005 |         | 2004 |   | 2003   |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Cash
  Flows from Operating Activities                                                                                     |  |      |         |      |   |        |   |   |        |  
|Net income                                                                                                                 |  | $    | 415     |      | $ | 234    |   | $ | 260    |  
|Adjustments to
  reconcile net income to net cash provided by operating activities:                                        |  |      |         |      |   |        |   |   |        |  
|Provision for
  losses                                                                                                     |  |      | 662     |      |   | 628    |   |   | 701    |  
|Amortization and
  other                                                                                                   |  |      | 14      |      |   | 13     |   |   |       |  
|Changes in
  operating assets and liabilities:                                                                             |  |      |         |      |   |        |   |   |        |  
|Deferred tax
  assets                                                                                                      |  |      | (3      | )    |   | 30     |   |   | (3     | )
|Due to
  affiliates                                                                                                        |  |      | 57      |      |   | 11     |   |   | 16     |  
|Other operating
  assets and liabilities                                                                                   |  |      | (286    | )    |   | (299   | ) |   | 182    |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Net cash
  provided by operating activities                                                                                |  |      | 859     |      |   | 617    |   |   | 1,156  |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Cash
  Flows from Investing Activities                                                                                     |  |      |         |      |   |        |   |   |        |  
|(Increase)
  decrease in cardmember receivables and loans                                                                  |  |      | (2,421  | )    |   | 1,150  |   |   | (3,166 | )
|Recoveries of
  cardmember receivables and loans previously written off                                                    |  |      | 172     |      |   | 187    |   |   | 204    |  
|Purchase
        of participation interest in sellers interest in cardmember receivables
        and loans from affiliate |  |      | (10,092 | )    |   | (1,121 | ) |   | (2,051 | )
|Sale of
  participation interest in sellers interest in cardmember receivables and loans
  to affiliate                   |  |      | 7,293   |      |   |       |   |   | 106    |  
|Sale of net
  cardmember receivables and loans to affiliate                                                                |  |      | 8,281   |      |   | 3,128  |   |   | 460    |  
|Purchase of net
  cardmember receivables and loans from affiliate                                                          |  |      | (6,471  | )    |   | (377   | ) |   | (462   | )
|Purchase of
  investments                                                                                                  |  |      | (792    | )    |   | (2,237 | ) |   | (888   | )
|Maturity of
  investments                                                                                                  |  |      | 979     |      |   | 333    |   |   | 230    |  
|Sale of
  investments                                                                                                      |  |      |        |      |   | 1,244  |   |   |       |  
|Loans and
  deposits due from affiliates                                                                                   |  |      | (1,524  | )    |   | (4,760 | ) |   | 123    |  
|(Decrease)
  increase due to affiliates                                                                                    |  |      | (185    | )    |   | 718    |   |   | (1,015 | )
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Net cash used in
  investing activities                                                                                    |  |      | (4,760  | )    |   | (1,735 | ) |   | (6,459 | )
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Cash
  Flows from Financing Activities                                                                                     |  |      |         |      |   |        |   |   |        |  
|Net increase in
  short-term debt with affiliates with maturities of ninety days or less                                   |  |      | 2,579   |      |   | 309    |   |   | 1,376  |  
|Net decrease in
  short-term debt  other with maturities of ninety days or less                                           |  |      | (12     | )    |   | (1,490 | ) |   | (559   | )
|Issuance of debt                                                                                                           |  |      | 6,636   |      |   | 9,538  |   |   | 13,560 |  
|Redemption of
  debt                                                                                                       |  |      | (7,853  | )    |   | (4,840 | ) |   | (9,470 | )
|Dividends paid                                                                                                             |  |      | (200    | )    |   | (125   | ) |   |       |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Net cash
  provided by financing activities                                                                                |  |      | 1,150   |      |   | 3,392  |   |   | 4,907  |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Net (decrease)
  increase in cash and cash equivalents                                                                     |  |      | (2,751  | )    |   | 2,274  |   |   | (396   | )
|Cash and cash
  equivalents at beginning of year                                                                           |  |      | 3,802   |      |   | 1,528  |   |   | 1,924  |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  
|Cash and cash
  equivalents at end of year                                                                                 |  | $    | 1,051   |      | $ | 3,802  |   | $ | 1,528  |  
|                                                                                                                           |  |      |         |      |   |        |   |   |        |  

See Notes to Consolidated Financial Statements.

F-6

---



AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|--------------------------------------------- |  | ----- | ----- | -------------- | - | ----------------- |  | --------------------------------------------------- | --- | ------------------- | - | ---- | - | - | ----- | -
|Three Years Ended December 31, (Millions)     |  | Total |       | Common
  Stock |   | Capital
  Surplus |  | Accumulated
  Other
  Comprehensive
  Income/(Loss) |     | Retained
  Earnings |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |  
|Balances
  at December 31, 2002               |  | $     | 2,315 |                | $ | 1                 |  | $                                                   | 161 |                     | $ | (343 | ) | $ | 2,496 |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Comprehensive
  income:                       |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Net income                                    |  |       | 260   |                |   |                   |  |                                                     |     |                     |   |      |   |   | 260   |  
|Change in net
  unrealized securities gains   |  |       | 22    |                |   |                   |  |                                                     |     |                     |   | 22   |   |   |       |  
|Change in net
  unrealized derivatives losses |  |       | (147  | )              |   |                   |  |                                                     |     |                     |   | (147 | ) |   |       |  
|Derivatives
  losses reclassified to earnings |  |       | 300   |                |   |                   |  |                                                     |     |                     |   | 300  |   |   |       |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Total
  comprehensive income                  |  |       | 435   |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Balances
  at December 31, 2003               |  |       | 2,750 |                |   | 1                 |  |                                                     | 161 |                     |   | (168 | ) |   | 2,756 |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Comprehensive
  income:                       |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Net income                                    |  |       | 234   |                |   |                   |  |                                                     |     |                     |   |      |   |   | 234   |  
|Change in net
  unrealized securities losses  |  |       | (36   | )              |   |                   |  |                                                     |     |                     |   | (36  | ) |   |       |  
|Change in net
  unrealized derivatives gains  |  |       | 26    |                |   |                   |  |                                                     |     |                     |   | 26   |   |   |       |  
|Derivatives
  losses reclassified to earnings |  |       | 142   |                |   |                   |  |                                                     |     |                     |   | 142  |   |   |       |  
|Foreign currency
  translation adjustments    |  |       | 2     |                |   |                   |  |                                                     |     |                     |   | 2    |   |   |       |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Total
  comprehensive income                  |  |       | 368   |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Cash dividends
  paid                         |  |       | (125  | )              |   |                   |  |                                                     |     |                     |   |      |   |   | (125  | )
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Balances
  at December 31, 2004               |  |       | 2,993 |                |   | 1                 |  |                                                     | 161 |                     |   | (34  | ) |   | 2,865 |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Comprehensive
  income:                       |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Net income                                    |  |       | 415   |                |   |                   |  |                                                     |     |                     |   |      |   |   | 415   |  
|Change in net
  unrealized securities gains   |  |       | 9     |                |   |                   |  |                                                     |     |                     |   | 9    |   |   |       |  
|Change in net
  unrealized derivatives gains  |  |       | 60    |                |   |                   |  |                                                     |     |                     |   | 60   |   |   |       |  
|Derivatives
  losses reclassified to earnings |  |       | 8     |                |   |                   |  |                                                     |     |                     |   | 8    |   |   |       |  
|Foreign currency
  translation adjustments    |  |       | (14   | )              |   |                   |  |                                                     |     |                     |   | (14  | ) |   |       |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Total
  comprehensive income                  |  |       | 478   |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Cash dividends
  paid                         |  |       | (200  | )              |   |                   |  |                                                     |     |                     |   |      |   |   | (200  | )
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  
|Balances
  at December 31, 2005               |  | $     | 3,271 |                | $ | 1                 |  | $                                                   | 161 |                     | $ | 29   |   | $ | 3,080 |  
|                                              |  |       |       |                |   |                   |  |                                                     |     |                     |   |      |   |   |       |  

See Notes to Consolidated Financial Statements.

F-7

---



AMERICAN
EXPRESS CREDIT CORPORATION 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




Note 1 Summary of Significant Accounting
Policies


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 Corporation (CRC),
Credco Finance, Inc. together with its subsidiaries (CFI), American Express
Canada Credit Corporation (AECCC) and American Express Canada Finance Limited
(AECFL), are wholly-owned subsidiaries of Credco.

In August
2004, Credco purchased a 99.9 percent ownership interest in American Express
Capital Australia (AECA), with the remaining 0.1 percent interest held by
American Express International, Inc. (AEII), a wholly-owned subsidiary of
American Express Limited (AEL), which is a wholly-owned subsidiary of TRS. AECA
was established as part of a change in local funding strategy for business in
Australia.

In October
2004, Credco established two additional 99.9 percent owned entities, American
Express Sterling Funding Limited Partnership (AESLP) and American Express Euro
Funding Limited Partnership (AEELP) in connection with the implementation of
alternate receivable funding strategies in the United Kingdom and Germany.
AESLP in turn established a wholly-owned subsidiary, American Express Funding
(Luxembourg) SARL (SARL). The remaining 0.1 percent interests in AESLP and
AEELP are held by AEII.

Principles of Consolidation

Credco
consolidates all non-variable interest entities in which it holds a greater
than 50 percent voting interest. Entities in which Credco holds a greater than
20 percent but less than 50 percent voting interest are accounted for under the
equity method. All other investments are accounted for under the cost method
unless Credco determines that it exercises significant influence over the
entity by means other than voting rights, in which case these entities are
either accounted for under the equity method or are consolidated, as
appropriate.

Credco also
consolidates all Variable Interest Entities (VIEs) for which it is considered
to be the primary beneficiary pursuant to Financial Accounting Standards Board
(FASB) Interpretation No. 46, Consolidation of Variable Interest Entities, as
revised (FIN 46). The determination as to whether an entity is a VIE is based
on the amount and characteristics of the entitys equity. In general, FIN 46
requires a VIE to be consolidated when an enterprise has a variable interest
for which it is deemed to be the primary beneficiary, which means that it will
absorb a majority of the VIEs expected losses or receive a majority of the
VIEs expected residual return.

All
significant intercompany transactions are eliminated. Certain reclassifications
of prior period amounts have been made to conform to the current presentation.

Foreign Currency Translation

Assets and
liabilities denominated in foreign currencies are translated into U.S. dollars
based upon exchange rates prevailing at the end of each year. The resulting
translation adjustments, along with any related hedge and tax effects, are
included in accumulated other comprehensive income (loss), a component of
shareholders equity. Revenues and expenses are translated at the average month
end exchange rates during the year. Gains and losses related to non-functional
currency transactions, including non-U.S. operations where the functional

F-8

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currency is
the U.S. dollar, are reported net in other revenue in Credcos Consolidated
Statements of Income. Net foreign currency transaction (losses) gains were
immaterial for the years ended 2005, 2004 and 2003.

Amounts Based on Estimates and Assumptions

Accounting
estimates are an integral part of the Consolidated Financial Statements. In
part, they are based upon assumptions concerning future events. Among the more
significant assumptions are those that relate to reserves for cardmember losses
and investment securities valuation. These accounting estimates reflect the
best judgment of management and actual results could differ.

Discount Revenue

Credco earns
discount revenue from purchasing cardmember receivables and loans. The discount
is deferred and recognized as revenue ratably over the period that the
receivables are estimated to be outstanding. Estimates are based on the recent
historical average life of cardmember receivables.

Finance Charge Revenue

Cardmember
lending finance charges are assessed using the average daily balance method for
receivables owned and are recognized based upon the principal amount
outstanding in accordance with the terms of the applicable account agreement
until the outstanding balance is paid or written-off.

Cash and Cash Equivalents

Credco has
defined cash and cash equivalents to include time deposits and other highly
liquid investments with original maturities of 90 days or less.

Investments

Available-for-Sale investment securities are carried at fair value
  on the balance sheet with unrealized gains (losses) recorded in other comprehensive
  income (loss), net of income tax provisions (benefits). Gains and losses are
  recognized in the Consolidated Statements of Income in other revenue upon disposition
  of the securities. Losses are also recognized when management determines that
  a decline in value is other-than-temporary, which requires judgment regarding
  the amount and timing of recovery. Indicators of other-than-temporary impairment
  for debt securities include issuer downgrade, default or bankruptcy. Credco
  also considers the extent to which cost exceeds fair value, the duration and
  size of that gap and managements judgment about the issuers current
  and prospective financial condition. The fair value of the investment portfolio
  is primarily based on quoted market prices.

Reserves for Losses  Cardmember Receivables
and Loans

Cardmember
receivables represent amounts due from American Express charge card customers
and are recorded at the time that a cardmember enters into a point-of-sale
transaction at a service establishment. Cardmember receivable balances are
presented on the balance sheet net of reserves for losses and typically include
principal and any related fees. Cardmember loans represent
amounts due from customers of American Express lending products and are
recorded at the time that a cardmember point-of-sale transaction is captured.
These loans are presented on the balance sheet net of reserves for cardmember
losses and include accrued interest receivable and fees as of the balance sheet
date. Additionally, cardmember loans include balances with extended payment
terms on certain charge card products, such as Sign and Travel and Extended Payment
Option. Credcos policy is to cease accruing for interest receivable once a
related cardmember loan is greater than 180 days past due. Accruals that cease
generally are not resumed.

F-9

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Credcos reserves for losses relating to cardmember receivables
  and loans represent managements estimate of the amount necessary to absorb
  losses inherent in Credcos outstanding portfolio of cardmember receivables
  and loans. Managements evaluation process requires certain estimates and
  judgments. Reserves for these losses are primarily based upon models that analyze
  specific portfolio statistics and also reflect, to a lesser extent, managements
  judgment regarding overall adequacy. The analytic models take into account several
  factors, including average write-off rates for various stages of receivable
  aging (i.e., current, 30 days, 60 days, 90 days) over a 24-month period and
  average bankruptcy and recovery rates. In exercising its judgment to adjust
  reserves that are calculated by the analytic model, management considers the
  level of coverage of past-due accounts, as well as external indicators, such
  as leading economic indicators, unemployment rate, consumer confidence index,
  purchasing managers index, bankruptcy filings and the legal and regulatory
  environment.

Receivables
and loans are written-off when management deems amounts to be uncollectible,
which is generally determined by the numbers of days past due. In general,
bankruptcy and deceased accounts are written-off upon notification, or when 180
days past due for lending products and 360 days past due for charge card
products. For all other accounts, write-off policy is based upon the
delinquency and product. Given both the size and the volatility of write-offs,
management continually monitors evolving trends and adjusts its business
strategy accordingly. 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 provisions for losses, as applicable.

Derivative Financial Instruments and Hedging
Activities

Statement of Financial Accounting Standards (SFAS) No. 133, Accounting
  for Derivative Instruments and Hedging Activities, (SFAS No. 133), as
  amended, establishes accounting and reporting requirements for derivative financial
  instruments, including hedging activities. SFAS No. 133 requires that all derivatives
  are recognized on balance sheet at fair value as either assets or liabilities
  in Credcos Consolidated Balance Sheets. The fair value of Credcos
  derivative financial instruments are determined using either market quotes or
  valuation models that are based upon the net present value of estimated future
  cash flows and incorporate current market data inputs. Credco reports its derivative
  assets and liabilities in other assets and other liabilities, respectively.
  The accounting for the change in the fair value of a derivative instrument depends
  on its intended use and the resulting hedge designation, if any.

Cash flow hedges

For derivative
financial instruments that qualify as cash flow hedges, the effective portions
of the gain or loss on the derivatives are recorded in accumulated other
comprehensive income (loss) and reclassified into earnings when the hedged item
or transactions impact earnings. The amount that is reclassified into earnings
is presented in the income statement with the hedged instrument or transaction
impact, generally, in interest expense. Any ineffective portion of the gain or
loss is reported as a component of other revenue. If a hedge is de-designated
or terminated prior to maturity, the amount previously recorded in accumulated
other comprehensive income (loss) is recognized into earnings over the period
that the hedged item impacts earnings. For any hedge relationships that are
discontinued because the forecasted transaction is not expected to occur
according to the original strategy, any related amounts previously recorded in
accumulated other comprehensive income (loss) are recognized into earnings
immediately.

Fair value hedges

For derivative
financial instruments that qualify as fair value hedges, changes in the fair
value of the derivatives as well as of the corresponding hedged assets,
liabilities or firm commitments are recorded in earnings as a component of
other revenue. If a fair value hedge is de-designated or terminated prior to
maturity, previous adjustments to the carrying value of the hedged item are
recognized into earnings to match the earnings pattern of the hedged item.

F-10

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Non-designated derivative financial instruments

For derivative
financial instruments that do not qualify for hedge accounting or are not
designated under SFAS No. 133 as hedges, changes in fair value are reported in
current period earnings generally as a component of other revenue, interest
expense or other operating expenses.

Derivative financial instruments that qualify
for hedge accounting

Derivative
financial instruments that are entered into for hedging purposes are designated
as such at the time that Credco enters into the contract. As required by SFAS
No. 133, for all derivative financial instruments that are designated for
hedging activities, Credco formally documents all of the hedging relationships
between the hedge instruments and the hedged items at the inception of the
relationships. Management also formally documents its risk management
objectives and strategies for entering into the hedge transactions. Credco
formally assesses, at inception and on a quarterly basis, whether derivatives designated
as hedges are highly effective in offsetting the fair value or cash flows of
hedged items. Such assessments are usually made through the application of
statistical measures. Credco only applies the short cut method of hedge
accounting in very limited cases when such requirements are strictly met. In
accordance with its risk management policies, Credco generally structures its
hedges with very similar terms to the hedged items. Therefore, when applying
the accounting requirements, Credco generally recognizes insignificant amounts
of ineffectiveness through earnings. If it is determined that a derivative is
not highly effective as a hedge, Credco will discontinue the application of
hedge accounting.

Recently Issued Accounting Standards

On March 17, 2006, the FASB issued SFAS No. 156, Accounting
  for Servicing of Financial Assets, (SFAS No. 156). This Statement simplifies
  the accounting for servicing assets and liabilities and is effective January
  1, 2007. Credco is currently evaluating the impact of SFAS No. 156 on Credcos
  Consolidated Financial Statements.

In February 2006, the FASB issued SFAS No. 155, Accounting
  for Certain Hybrid Financial Instrumentsan amendment of FASB Statements
  No. 133 and 140, (SFAS No. 155). This Statement resolves issues addressed
  in Statement 133 Implementation Issue No. D1, Application of Statement
  133 to Beneficial Interests in Securitized Financial Assets and is effective
  January 1, 2007. Credco is currently evaluating the impact of SFAS No. 155 on
  Credcos Consolidated Financial Statements.

On November 3,
2005, the FASB issued FSP FAS 115-1, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments. Credco believes its
current procedures are consistent with the requirements of FSP FAS 115-1.

Effective July 1, 2005, Credcos parent, American Express,
  adopted SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123(R)),
  using the modified prospective application. SFAS No. 123(R) requires entities
  to measure and recognize the cost of employee services received in exchange
  for an award of equity instruments based on the grant-date fair value of the
  award and applies to (i) new awards, (ii) awards modified, repurchased, or cancelled
  after the adoption date and (iii) any outstanding awards accounted for under
  Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
  Issued to Employees, for which all requisite service has not yet been
  rendered. The adoption of SFAS No. 123(R) did not have a material impact on
  Credcos Consolidated Financial Statements.

In December 2004, the FASB issued FASB Staff Position FSP FAS
  109-2, Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
  Provision within the American Jobs Creation Act of 2004 (the Act), which
  would allow additional time beyond the financial reporting period of enactment
  to evaluate the effect of the Act on Credcos plan for reinvestment or
  repatriation of foreign earnings for purposes of calculating the income tax
  provision. Credco did not repatriate any foreign earnings as a result of the
  Act.

F-11

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Note 2 Investments

Investments classified as Available-for-Sale at December 31 are
  distributed by type as presented below:

|                                                           |  |      |       |                              |   |                               |  |              |     |      |   |                              |  |                               |       |               |   |   |  |   |     |   |   |       | 
|---------------------------------------------------------- |  | ---- | ----- | ---------------------------- | - | ----------------------------- |  | ------------ | --- | ---- | - | ---------------------------- |  | ----------------------------- | ----- | ------------- | - | - |  | - | --- | - | - | ----- | 
|                                                           |  | 2005 |       | 2004                         |  
|                                                           |  |      |       |                              |  
|(Millions)                                                 |  | Cost |       | Gross 
  Unrealized 
  Gains |   | Gross 
  Unrealized 
  Losses |  | Fair
  Value |     | Cost |   | Gross 
  Unrealized 
  Gains |  | Gross 
  Unrealized 
  Losses |       | Fair 
  Value |  
|                                                           |  |      |       |                              |   |                               |  |              |     |      |   |                              |  |                               |       |               |   |   |  |   |     |   |   |       | 
|American Express Master Trust Class B
Notes                |  | $    |      |                              | $ |                              |  | $            |    |      | $ |                             |  | $                             | 142   |               | $ |  |  | $ |    |   | $ | 142   | 
|American Express Credit Account Master Trust Class
C Notes |  |      | 19    |                              |   |                              |  |              |    |      |   | 19                           |  |                               | 56    |               |   |  |  |   |    |   |   | 56    | 
|U.S. Treasury Securities                                   |  |      | 3,001 |                              |   |                              |  |              | (24 | )    |   | 2,977                        |  |                               | 3,023 |               |   |  |  |   | (38 | ) |   | 2,985 | 
|                                                           |  |      |       |                              |   |                               |  |              |     |      |   |                              |  |                               |       |               |   |   |  |   |     |   |   |       | 
|Total                                                      |  | $    | 3,020 |                              | $ |                              |  | $            | (24 | )    | $ | 2,996                        |  | $                             | 3,221 |               | $ |  |  | $ | (38 | ) | $ | 3,183 | 
|                                                           |  |      |       |                              |   |                               |  |              |     |      |   |                              |  |                               |       |               |   |   |  |   |     |   |   |       | 

The majority
of Credcos U.S. Treasury securities have been in a continuous unrealized loss
position over a period of twelve months as of December 31, 2005. As part of its
ongoing monitoring process, management has determined that all of the gross
unrealized losses on the securities are attributable to changes in interest
rates. Additionally, Credco has the ability and intent to hold these securities
for a time sufficient to recover its amortized cost and has, therefore,
concluded that none of these securities is other-than-temporarily impaired at
December 31, 2005.

The change in net unrealized securities gains (losses) recognized
  in other comprehensive income includes two components: (i) unrealized gains
  (losses) that arose from changes in market value of securities that were held
  during the period and (ii) gains (losses) that were previously unrealized, but
  have been recognized in current period net income due to sales of Available-for-Sale
  securities (reclassification for realized (gains) losses). The following table
  presents the components of the change in other comprehensive income for the
  years ended December 31:

|                                                                         |  |      |   |      |   |      |  |   |     |   |  |  |   |    |  | 
|------------------------------------------------------------------------ |  | ---- | - | ---- | - | ---- |  | - | --- | - |  |  | - | -- |  | 
|(Millions, net of taxes)                                                 |  | 2005 |   | 2004 |   | 2003 | 
|                                                                         |  |      |   |      |   |      | 
|Unrealized (losses) gains                                                |  |      | $ | (16  | ) |      |  | $ | (25 | ) |  |  | $ | 11 |  | 
|Reclassification
        for realized (gains) losses                     |  |      |   | 25   |   |      |  |   | (11 | ) |  |  |   | 11 |  | 
|                                                                         |  |      |   |      |   |      |  |   |     |   |  |  |   |    |  | 
|Net unrealized securities gains (losses) in
  other comprehensive income |  |      | $ | 9    |   |      |  | $ | (36 | ) |  |  | $ | 22 |  | 
|                                                                         |  |      |   |      |   |      |  |   |     |   |  |  |   |    |  | 

The following is a distribution of Available-for-Sale investments
  by maturity as of December 31, 2005:

|                                                             |  |      |   |            |  |  |  |   |       |  | 
|------------------------------------------------------------ |  | ---- | - | ---------- |  |  |  | - | ----- |  | 
|(Millions)                                                   |  | Cost |   | Fair Value | 
|                                                             |  |      |   |            | 
|Due within 1 year                                            |  |      | $ | 3,001      |  |  |  | $ | 2,977 |  | 
|American Express Credit Account Master
  Trust Class C Notes |  |      |   | 19         |  |  |  |   | 19    |  | 
|                                                             |  |      |   |            |  |  |  |   |       |  | 
|Total                                                        |  |      | $ | 3,020      |  |  |  | $ | 2,996 |  | 
|                                                             |  |      |   |            |  |  |  |   |       |  | 

The expected
payments on the Class C Notes may not coincide with the contractual maturities.
As such, these securities were not included in the maturities distribution.

F-12

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The table below includes purchases, sales and maturities of Available-for-Sale
  investments for the years ended December 31:

|           |  |      |     |      |   |       | 
|---------- |  | ---- | --- | ---- | - | ----- | 
|(Millions) |  | 2005 |     | 2004 |  
|           |  |      |     |      |  
|Purchases  |  | $    | 792 |      | $ | 2,237 | 
|Sales      |  | $    |    |      | $ | 1,244 | 
|Maturities |  | $    | 979 |      | $ | 333   | 
|           |  |      |     |      |   |       | 

During 2005, Credco purchased $792 million of U.S. Treasury securities.
  In June 2004, CRC sold $1.2 billion of Class C Notes previously issued by the
  American Express Credit Account Master Trust, a qualified special purpose entity,
  to American Express Receivables Financing Corporation II, a wholly-owned subsidiary
  of TRS. The Class C Notes were sold at par and, as such, no gain or loss was
  recognized in conjunction with the transaction. In 2005, $38 million of the
  Class C Notes matured. In prior periods, CRC was also invested in certain Class
  B Notes that have been issued by AEMT, a non-qualifying special purpose entity
  that is consolidated by TRS. During 2005, the remaining $142 million of Class
  B Notes matured.

Note 3 Cardmember Receivables and Loans

At December 31, 2005 and 2004, Credco owned $24.4 billion and
  $21.9 billion, respectively, of cardmember receivables and participation interests
  in cardmember receivables, representing approximately 98 percent and 97 percent,
  respectively, of the total cardmember receivables and cardmember loans owned.
  For the years ended December 31, 2005 and 2004, Credco purchased $258.7 billion
  and $231.6 billion, respectively, of cardmember receivables. Participation interests
  in cardmember receivables represent undivided interests in the cash flows of
  the non-interest-bearing cardmember receivables and are purchased by CRC without
  recourse from American Express Receivables Financing Corporation V LLC (RFC
  V). During May 2005, TRS established the American Express Issuance Trust (AEIT),
  which is used to securitize cardmember receivables originated by TRS. AEIT is
  a non-qualifying special purpose entity that is consolidated by RFC V. RFC V,
  in turn, is consolidated by TRS. Beginning in May 2005, CRC purchased participation
  interests held by AEIT from RFC V. Prior to May 2005, CRC purchased participation
  interests without recourse from American Express Receivables Financing Corporation
  (RFC). These participation interests represented undivided interests in cardmember
  receivables transferred to AEMT by TRS, which originated the receivables. As
  discussed in Note 2, AEMT was a non-qualifying special purpose entity that was
  consolidated by TRS. AEMT was dissolved during the third quarter of 2005. At
  December 31, 2005 and 2004, CRC owned approximately $8.6 billion and $6.3 billion
  of participation interests purchased from RFC V and RFC, respectively.

At December 31, 2005 and 2004, Credco owned cardmember loans totaling
  $0.6 billion, respectively, including certain interest-bearing and discounted
  extended payment plan receivables comprised principally of American Express
  credit card, Sign & Travel and Extended Payment Option receivables and lines
  of credit and loans to AEB customers, representing approximately 2 percent and
  3 percent, respectively, of the total cardmember receivables and cardmember
  loans owned. For the years ended December 31, 2005 and 2004, Credco purchased
  $1.2 billion and $8.6 billion, respectively, of cardmember loans. At December
  31, 2005, CRC did not own any participation interests in cardmember loans. In
  December 2004, TRS sold the leasing product line in its small business financing
  unit, American Express Business Finance Corporation (AEBF). In conjunction with
  the TRS leasing product line sale, Credco sold $1.3 billion of leasing receivables
  to AEBF at par.

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The following
table presents the changes in the reserves for losses related to cardmember
receivables and loans:

|                                                                                                 |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|------------------------------------------------------------------------------------------------ |  | ---- | - | ---- | - | ---- |  | - | ---- | - |  |  | - | ---- | - | 
|Years
  Ended December 31, (Millions)                                                            |  | 2005 |   | 2004 |   | 2003 | 
|                                                                                                 |  |      |   |      |   |      | 
|Reserve for losses:                                                                              |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|Balance at beginning of year                                                                     |  |      | $ | 610  |   |      |  | $ | 737  |   |  |  | $ | 741  |   | 
|Additions:                                                                                       |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|Provision for losses charged to income
(1)                                                       |  |      |   | 834  |   |      |  |   | 815  |   |  |  |   | 905  |   | 
|Other credits (2)                                                                                |  |      |   | 552  |   |      |  |   | 53   |   |  |  |   | 134  |   | 
|Deductions:                                                                                      |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|Accounts written-off                                                                             |  |      |   | 772  |   |      |  |   | 841  |   |  |  |   | 976  |   | 
|Other charges (3)                                                                                |  |      |   | 538  |   |      |  |   | 154  |   |  |  |   | 67   |   | 
|                                                                                                 |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|                                                                                                 |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|Balance at end of year                                                                           |  |      | $ | 686  |   |      |  | $ | 610  |   |  |  | $ | 737  |   | 
|                                                                                                 |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|                                                                                                 |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 
|Reserve for losses as a percentage of gross
  cardmember receivables and loans owned at year-end |  |      |   | 2.73 | % |      |  |   | 2.70 | % |  |  |   | 2.80 | % | 
|                                                                                                 |  |      |   |      |   |      |  |   |      |   |  |  |   |      |   | 

|    |                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Before recoveries on
  accounts previously written-off of $172 million, $187 million and $204
  million in 2005, 2004 and 2003, respectively.                                                
|    |                                                                                                                                                                                              
|(2) | Reserve balances applicable
  to new groups of cardmember receivables and loans purchased from TRS and
  certain of its subsidiaries and participation interests purchased from
  affiliates.
|    |                                                                                                                                                                                              
|(3) | Primarily relates to
  reserve balances applicable to certain groups of cardmember receivables and
  loans and participation interests sold to affiliates.                                   

At December
31, 2005 and 2004, Credco had loans to affiliates outstanding of $8.3 billion
and $7.0 billion. Such amounts represent intercompany borrowings by other
wholly-owned TRS subsidiaries and American Express. Of the $8.3 billion
outstanding as of December 31, 2005, $5.3 billion is collateralized by third
party assets owned by American Express or TRS and its subsidiaries. Loss
reserves related to these amounts are established on a specific identification
basis. See Note 9 for further discussion regarding loans to affiliates.

Note 4 Short-Term Debt

Credcos
short-term debt outstanding, defined as debt with original maturities of less
than one year, consists of commercial paper and other notes payable. Short-term
debt at December 31 was as follows:

|                    |  |                    |   |                              |  |                                        |  |                                                         |   |                     |  |                    |      |                              |  |                                        |  |                                                         |  |                     |  |  |   |  |  |  |   |       |  |  |  |   |     |  |  |  |      |   |  |  |      |   |  |  |      |  | 
|------------------- |  | ------------------ | - | ---------------------------- |  | -------------------------------------- |  | ------------------------------------------------------- | - | ------------------- |  | ------------------ | ---- | ---------------------------- |  | -------------------------------------- |  | ------------------------------------------------------- |  | ------------------- |  |  | - |  |  |  | - | ----- |  |  |  | - | --- |  |  |  | ---- | - |  |  | ---- | - |  |  | ---- |  | 
|(Millions)          |  | 2005               |   | 2004                         | 
|                    |  |                    |   |                              | 
|                    |  | OutstandingBalance |   | Notional
  Amount
  of Swaps |  | Year-End
  Stated
  Rate on
  Debt (a) |  | Year-End
  Effective
  Interest
  Rate with
  Swaps (a) |   | Maturity
  of Swaps |  | OutstandingBalance |      | Notional
  Amount
  of Swaps |  | Year-End
  Stated
  Rate on
  Debt (a) |  | Year-End
  Effective
  Interest
  Rate with
  Swaps (a) |  | Maturity
  of Swaps | 
|                    |  |                    |   |                              |  |                                        |  |                                                         |   |                     |  |                    |      |                              |  |                                        |  |                                                         |  |                     | 
|Commercial paper    |  |                    | $ | 7,742                        |  |                                        |  | $                                                       |  |                     |  |                    | 4.19 | %                            |  |                                        |  |                                                        |  |                     |  |  |  |  |  |  | $ | 7,604 |  |  |  | $ | 363 |  |  |  | 2.17 | % |  |  | 2.16 | % |  |  | 2005 |  | 
|Other notes payable |  |                    |   | 197                          |  |                                        |  |                                                         |  |                     |  |                    | 4.40 | %                            |  |                                        |  |                                                        |  |                     |  |  |  |  |  |  |   | 176   |  |  |  |   |    |  |  |  | 2.65 | % |  |  |     |   |  |  |     |  | 
|                    |  |                    |   |                              |  |                                        |  |                                                         |   |                     |  |                    |      |                              |  |                                        |  |                                                         |  |                     |  |  |   |  |  |  |   |       |  |  |  |   |     |  |  |  |      |   |  |  |      |   |  |  |      |  | 
|Total               |  |                    | $ | 7,939                        |  |                                        |  | $                                                       |  |                     |  |                    | 4.20 | %                            |  |                                        |  |                                                         |  |                     |  |  |   |  |  |  | $ | 7,780 |  |  |  | $ | 363 |  |  |  | 2.18 | % |  |  |      |   |  |  |      |  | 
|                    |  |                    |   |                              |  |                                        |  |                                                         |   |                     |  |                    |      |                              |  |                                        |  |                                                         |  |                     |  |  |   |  |  |  |   |       |  |  |  |   |     |  |  |  |      |   |  |  |      |   |  |  |      |  | 

|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | For floating rate debt
  issuances, the stated and effective interest rates were based on the
  respective rates at December 31, 2005 and 2004; these rates are not an
  indication of future interest rates.

As of December
31, 2005, there were no derivative financial instruments outstanding designated
as hedges of the existing commercial paper outstanding. Credco has designated
the interest rate risk associated with cash flows of future commercial paper
issuances as part of its on-going hedging program. The notional amount as of
December 31, 2005, of such designated derivative financial instruments was $1.8
billion, reflecting the hedge of future cash flows of anticipated issuances in
2006 through 2008. See Note 7 for additional discussion of Credcos cash flow
hedging strategies.

At December
31, 2005 and 2004, short-term debt with affiliates was $8.0 billion and $5.5
billion, respectively.

F-14

---



Credco has
various facilities available to obtain short-term funding, including the
issuance of commercial paper and agreements with banks. At December 31, 2005
and 2004, Credco, through AEOCC, had short-term borrowings under uncommitted
lines of credit totaling $41 million and $26 million, respectively. Unused
lines of credit available to support commercial paper borrowings were
approximately $9.3 billion and $9.1 billion at December 31, 2005 and 2004,
respectively. Credco pays fees to the financial institutions that provide these
credit line facilities. The fair value of the unused lines of credit was not
significant at December 31, 2005 and 2004.

Credco paid
$494 million, $480 million and $764 million of interest on short-term debt
obligations in 2005, 2004 and 2003, respectively.

Note 5 Long-Term Debt

|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       |      |  |      |   |  |      |   |  |             
|------------------------------------------------------------------------ |  | --------------------- | ------ | -------------------------- | - | ------------------------------------ |  | ------------------------------------------------------- | ---- | ------------------------- |  | --------------------- | - | ---------------------------- | --------- | -------------------------------------- | - | ----------------------------------------------------- |  | ------------------- | ----- | ---- |  | ---- | - |  | ---- | - |  | ------------
|(Millions)                                                               |  |                       |        |                            |   |                                      |  | 2005                                                    |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       | 2004 |  |      |   |  |      |  
|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                    
|                                                                         |  | Outstanding
  Balance |        | Notional
  Amount of Swaps |   | Year-End
  Stated Rate on
  Debt (a) |  | Year-End
  Effective
  Interest
  Rate with
  Swaps (a) |      | Maturity
        of Swaps |  | Outstanding
  Balance |   | Notional
  Amount
  of Swaps |           | Year-End
  Stated
  Rate on
  Debt (a) |   | Year-End
  Effective
  Interest Rate with
  Swaps (a) |  | Maturity
  of Swaps
|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       |      |  |      |   |  |      |   |  |             
|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       |      |  |      |   |  |      |   |  |             
|Fixed and Floating Rate
  Senior and Medium-Term Notes due 2005-2015 (b) |  | $                     | 13,600 |                            | $ | 6,350                                |  |                                                         | 4.48 | %                         |  | 2.99                  | % |                              | 2006-2015 |                                        | $ | 14,931                                                |  | $                   | 8,350 |      |  | 3.09 | % |  | 2.85 | % |  | 2005-
  2006
|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       |      |  |      |   |  |      |   |  |             
|Borrowings under Bank
  Credit Facilities due 2009                       |  |                       | 3,329  |                            |   | 2,023                                |  |                                                         | 5.25 | %                         |  | 5.52                  | % |                              | 2006-2010 |                                        |   | 3,683                                                 |  |                     | 785   |      |  | 4.54 | % |  | 4.80 | % |  | 2005-
  2010
|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       |      |  |      |   |  |      |   |  |             
|Total                                                                    |  | $                     | 16,929 |                            | $ | 8,373                                |  |                                                         | 4.64 | %                         |  |                       |   |                              |           |                                        | $ | 18,614                                                |  | $                   | 9,135 |      |  | 3.38 | % |  |      |   |  |             
|                                                                         |  |                       |        |                            |   |                                      |  |                                                         |      |                           |  |                       |   |                              |           |                                        |   |                                                       |  |                     |       |      |  |      |   |  |      |   |  |             

|    |                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | For floating
  rate debt issuances, the stated and effective interest rates were based on
  the respective rates at December 31, 2005 and 2004; these rates are not an
  indication of future interest rates.
|(b) | These
  balances include $2 billion and $1 billion notes which are subject to
  extension by the holders through March 5, 2008 and June 20, 2008,
  respectively.                                            

The above
table includes the current portion of long-term debt of $2.3 billion and $5.7
billion at December 31, 2005 and 2004, respectively. Aggregate annual
maturities of long-term debt are as follows (billions): 2006, $2.3; 2007, $6.3;
2008, $1.0; 2009, $4.9 and thereafter, $2.4.

As of December 31,
  2005, in addition to the hedges of existing long-term debt, Credco has designated
  the interest rate risk associated with cash flows related to future long-term
  debt issuances as part of its hedging program. The notional amount of such designated
  derivative financial instruments was $4.7 billion, reflecting the hedge of future
  cash flows of anticipated issuances in 2006 through 2008. See Note 7 for additional
  discussion of Credcos cash flow hedging strategies.

Credco paid
interest on long-term debt obligations of $603 million, $319 million and $170
million in 2005, 2004 and 2003, respectively.

Other
financial institutions have committed to extend lines of credit to Credco of
$12.6 billion and $12.7 billion at December 31, 2005 and 2004, respectively. Of
these amounts, $9.3 billion and $9.1 billion remain available for use as of
December 31, 2005 and 2004, respectively.

Note 6 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.

F-15

---



Note 7 Derivatives
and Hedging Activities

Derivative financial
  instruments enable the end users to manage exposure to credit or various market
  risks. The value of such instruments is derived from an underlying variable
  or multiple variables, including commodity, equity, foreign exchange and interest
  rate indices or prices. Credco enters into various derivative financial instruments
  as part of its ongoing risk management activities. Credco does not engage in
  any trading activities. Credit risk associated with Credcos derivatives
  is limited to the risk that a derivative counterparty will not perform in accordance
  with the terms of the contract. To mitigate such risk, Credcos counterparties
  are all required to be rated investment grade or higher. Additionally, Credco
  enters into master netting agreements with its counterparties wherever practical.
  As of December 31, 2005, the total net fair value, excluding accruals, of derivative
  product assets was $110.6 million and derivative product liabilities was $7.5
  million, respectively. The total notional amount of derivatives at December
  31, 2005 was $27.4 billion. The following summarizes Credcos use of derivative
  financial instruments:

Cash Flow Hedges

Credco uses interest
  rate products, primarily interest rate swaps, to manage funding costs and interest
  rate risk. Credco uses these derivatives to achieve a targeted mix of fixed
  and floating rate funding, as well as to protect Credco from the interest rate
  risk through hedging of its existing long-term debt, the rollover of short-term
  borrowings (primarily commercial paper), and the anticipated forecasted issuance
  of additional funding. See Notes 4 and 5 for additional discussion of the cash
  flow hedging strategies related to short- and long-term debt.

During 2005, 2004 and
  2003, Credco recognized the following impacts in other comprehensive (loss)
  income related to its cash flow hedging activity.

|                                                                                     |  |      |    |      |   |      |  |   |      |  
|------------------------------------------------------------------------------------ |  | ---- | -- | ---- | - | ---- |  | - | ---- | -
|(Millions)                                                                           |  | 2005 |    | 2004 |   | 2003 | 
|                                                                                     |  |      |    |      |   |      | 
|Unrealized gains (losses) net of tax of $32, $14 and $(79), respectively             |  | $    | 60 |      | $ | 26   |  | $ | (147 | )
|Reclassification for
  realized losses, net of tax of $4, $76 and $161, respectively |  |      | 8  |      |   | 142  |  |   | 300  |  
|                                                                                     |  |      |    |      |   |      |  |   |      |  
|Net unrealized derivative
  gains                                                    |  | $    | 68 |      | $ | 168  |  | $ | 153  |  
|                                                                                     |  |      |    |      |   |      |  |   |      |  

In the event that cash flow hedge accounting is no longer applied (i.e.
Credco de-designates a derivative as hedge, a hedge is no longer considered to
be highly effective, or the forecasted transaction being hedged is no longer
probable of occurring), the reclassification from accumulated other
comprehensive (loss) income into earnings may be accelerated and all future
market value fluctuations of the derivative will be reflected in earnings.

During
2005 and 2004, Credco recognized the following impacts in other revenue related
to these activities. Credco recognized no impact in 2003.

|                                                                               |  |      |     |      |   |     | 
|------------------------------------------------------------------------------ |  | ---- | --- | ---- | - | --- | 
|(Millions)                                                                     |  | 2005 |     | 2004 |  
|                                                                               |  |      |     |      |  
|Cash
  flow hedge ineffective net gains                                        |  | $    | 0.8 |      | $ | 0.7 | 
|Cash
  flow hedge gains on forecasted transactions no longer probable to occur |  | $    |    |      | $ | 16  | 
|                                                                               |  |      |     |      |   |     | 

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 five years and relates to funding of foreign currency denominated
receivables. For 2005, 2004 and 2003, there were no gains or losses on
derivative transactions or portions thereof that were excluded from the
assessment of hedge effectiveness. The total
fair value, excluding accruals, of derivative product assets and liabilities
designated as cash flow hedges was $91 million and $2 million, respectively, as
of December 31, 2005 and $48 million and $64 million, respectively, as of
December 31, 2004.

F-16

---



Fair Value Hedges

Credco is
exposed to interest rate risk associated with fixed rate debt and, from time to
time, uses interest rate swaps to convert certain fixed rate debt to floating
rate. For 2005, 2004 and 2003, there were no gains or losses on derivative
transactions or portions thereof that were excluded from the assessment of
hedge effectiveness. No hedge ineffectiveness was recognized for the years
ended December 31, 2005, 2004 and 2003. The total fair value,
excluding accruals, of derivative product assets designated as fair value
hedges was $4 million as of December 31, 2005 and 2004.

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. Accordingly, the derivatives are
marked to market and the gain or loss is included in earnings. Such contracts
primarily relate to foreign currency transaction exposures that are
economically hedged, where practical, through the use of 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. The
total fair value, excluding accruals, of these derivative product assets and liabilities
was $15 million and $5 million, respectively, as of December 31, 2005 and $0.6
million and $63 million, respectively, as of December 31, 2004.

Note 8 Variable
Interest Entities

During the
second quarter of 2004, Credco established a VIE used primarily to loan funds
to affiliates, which are funded by third party borrowings. Credco is considered
the primary beneficiary of the entity and, therefore, consolidates the entity.
Total assets as of December 31, 2005 were $1.8 billion. Credco has no significant
interest in a VIE for which it is not considered the primary beneficiary.

Note 9 Transactions
with Affiliates

In 2005, 2004
and 2003, Credco purchased cardmember receivables and loans without recourse
from TRS and certain of its subsidiaries totaling approximately $260 billion,
$240 billion and $209 billion, respectively. 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, 2005 and 2004, CRC held American Express Credit Account Master Trust Class
C Notes with a fair value of $19 million and $56 million, respectively. At
December 31, 2004, CRC held AEMT Class B Notes with a fair value of $142
million. At December 31, 2005, no AEMT Class B Notes remain outstanding.

At December
31, 2005, CRC owned approximately $8.6 billion of participation interests
purchased from RFC V representing approximately 34 percent of Credcos total
cardmember receivables and cardmember loans. As of December 31, 2004, CRC owned
$6.3 billion of participation interests purchased from RFC representing
approximately 28 percent of Credcos total cardmember receivables and
cardmember loans. At
December 31, 2005 and 2004, there was no participation interest in cardmember
loans owned by CRC.

F-17

---



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

|                                                                                      |  |      |       |      |   |       |  |   |       | 
|------------------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | ----- | 
|December
  31, (Millions)                                                             |  | 2005 |       | 2004 |   | 2003  | 
|                                                                                      |  |      |       |      |   |       | 
|Cash and
  cash equivalents                                                           |  | $    | 7     |      | $ | 8     |  | $ | 4     | 
|Maximum
  month-end level of cash and cash equivalents during the year                |  |      | 10    |      |   | 11    |  |   | 8     | 
|Loans and
  deposits with affiliates                                                  |  |      | 8,254 |      |   | 7,039 |  |   | 1,923 | 
|Maximum month-end level of loans and deposits with affiliates
        during the year |  |      | 8,254 |      |   | 7,039 |  |   | 1,923 | 
|Short- and
  long-term debt with affiliates                                           |  |      | 8,043 |      |   | 5,465 |  |   | 6,793 | 
|Maximum
  month-end level of borrowings during the year                               |  |      | 8,145 |      |   | 8,170 |  |   | 7,404 | 
|Interest
  income                                                                     |  |      | 396   |      |   | 119   |  |   | 31    | 
|Other income                                                                          |  |      | 6     |      |   | 4     |  |   | 12    | 
|Interest
  expense                                                                    |  |      | 198   |      |   | 105   |  |   | 70    | 
|                                                                                      |  |      |       |      |   |       |  |   |       | 

In June 2004, Credco began
funding cardmember receivables and cardmember loans in Canada through loans to
Amex Bank of Canada, the card issuer and a wholly-owned subsidiary of TRS,
rather than through the purchase of receivables without recourse. Credco funded
these loans to Amex Bank of Canada by borrowing, through a newly established
wholly-owned subsidiary, approximately $1.5 billion from a group of banks under
a five year committed credit facility.

In August 2004, Credco
  established a new 99.9 percent owned entity, American Express Capital Australia
  (AECA). In September 2004, Credco borrowed approximately $1.9 billion to provide
  an alternate funding source for business in Australia. At the same time, Credco
  sold its Australian cardmember loan portfolio, net of reserves, of $1.0 billion
  and cardmember receivable portfolio of $1.0 billion to American Express Australia
  Limited (AEAL), a wholly-owned subsidiary of TRS and the issuer of charge and
  credit cards in Australia. Subsequently, AEAL transferred with recourse these
  cardmember receivables and cardmember loans to AECA and will transfer with recourse
  new cardmember receivables and cardmember loans originated by AEAL in the future
  to AECA. The transfer of cardmember receivables and cardmember loans with recourse
  to AECA resulted in Credco recording a loan with affiliate of $2.5 billion and
  $2.1 billion in its Consolidated Balance Sheets at December 31, 2005 and 2004,
  respectively.

Additionally, in October
  2004, Credco established two additional 99.9 percent owned entities, American
  Express Sterling Funding Limited Partnership (AESLP) and American Express Euro
  Funding Limited Partnership (AEELP), in connection with the implementation of
  alternate receivable funding strategies in the United Kingdom and Germany. AESLP
  in turn established a wholly-owned subsidiary, American Express Funding (Luxembourg)
  SARL (SARL). These entities were funded with the proceeds of debt securities
  issued by Credco in pounds sterling and euros, in the third and fourth quarters
  of 2004, respectively. During the fourth quarter of 2004, Credco sold its cardmember
  loan and receivable portfolios in the United Kingdom and Germany to American
  Express Services Europe Limited (AESEL), a wholly-owned subsidiary of TRS. Subsequently,
  AESEL transferred with recourse cardmember receivables and cardmember loans
  of $2.5 billion and $0.6 billion to SARL and AEELP, respectively. These transfers
  of cardmember receivables and cardmember loans with recourse resulted in Credco
  recording additional loans with affiliates of $2.8 billion and $2.9 billion
  in its Consolidated Balance Sheets at December 31, 2005 and 2004, respectively.

F-18

---



Components of loans
  and deposits with affiliates at December 31 were as follows:

|                                             |  |      |       |      |   |       |  |   |       | 
|-------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | ----- | 
|(Millions)                                   |  | 2005 |       | 2004 |   | 2003  | 
|                                             |  |      |       |      |   |       | 
|American
  Express                           |  | $    |      |      | $ |      |  | $ | 850   | 
|TRS Parent                                   |  |      | 750   |      |   |      |  |   |      | 
|TRS
  Subsidiaries:                          |  |      |       |      |   |       |  |   |       | 
|American
  Express Services Europe Limited   |  |      | 2,799 |      |   | 2,930 |  |   |      | 
|American
  Express Australia Limited         |  |      | 2,489 |      |   | 2,111 |  |   |      | 
|Amex Bank of
  Canada                        |  |      | 1,797 |      |   | 1,553 |  |   | 359   | 
|American
        Express International, Inc. |  |      | 419   |      |   | 445   |  |   | 329   | 
|ATM
  Holdings, Inc.                         |  |      |      |      |   |      |  |   | 385   | 
|                                             |  |      |       |      |   |       |  |   |       | 
|Total                                        |  | $    | 8,254 |      | $ | 7,039 |  | $ | 1,923 | 
|                                             |  |      |       |      |   |       |  |   |       | 

Note 10 Fair Values of Financial
Instruments

At December 31, 2005
  and 2004, the estimated fair value for cash and cash equivalents, cardmember
  receivables, cardmember loans, loans and deposits with affiliates, short-term
  debt and floating rate long-term debt, approximate their carrying amounts due
  to the short-term nature or variable interest terms inherent in the financial
  instruments. Derivative product assets and liabilities and investments are recorded
  in the Consolidated Balance Sheets at their estimated fair values. The estimated
  fair value of the fixed rate long-term debt is determined using quoted market
  prices or discounted cash flow analyses. The aggregate fair value of total long-term
  debt, including the current amount outstanding, was $17.1 billion and $18.8
  billion at December 31, 2005 and 2004, respectively. Fair value amounts represent
  an estimate of value at a point in time. Significant assumptions regarding economic
  conditions and risk characteristics associated with the particular financial
  instruments and other factors were used for purposes of this disclosure. These
  assumptions are subjective in nature and involve a matter of judgment. Changes
  in the assumptions could have a material impact on the fair value amounts estimated.

Note 11 Significant
Credit Concentrations

A credit concentration may
exist if customers are involved in similar industries, economic sectors and
geographic regions. Credcos customers operate in diverse economic sectors and
geographic regions. Therefore, management does not expect any material adverse
consequences to Credcos financial position to result from these types of
credit concentrations.

Note 12 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 separate
  company basis. If income tax benefits for net operating losses, future tax deductions
  and foreign tax credits cannot be recognized on a separate company basis, such
  benefits are then recognized based upon a share, derived by formula, of those
  deductions and credits that are recognizable on a TRS consolidated reporting
  basis.

F-19

---



The components
of income tax provision included in Credcos Consolidated Statements of Income
were as follows:

|                                         |  |      |    |      |   |      |  |   |     |  
|---------------------------------------- |  | ---- | -- | ---- | - | ---- |  | - | --- | -
|(Millions)                               |  | 2005 |    | 2004 |   | 2003 | 
|                                         |  |      |    |      |   |      | 
|Current income tax provision:            |  |      |    |      |   |      |  |   |     |  
|U.S. federal                             |  | $    | 34 |      | $ | 39   |  | $ | 135 |  
|Foreign                                  |  |      | 19 |      |   | 6    |  |   | 3   |  
|                                         |  |      |    |      |   |      |  |   |     |  
|Total current provision                  |  | $    | 53 |      | $ | 45   |  | $ | 138 |  
|                                         |  |      |    |      |   |      |  |   |     |  
|Deferred income tax (benefit) provision: |  |      |    |      |   |      |  |   |     |  
|U.S. federal                             |  | $    | (3 | )    | $ | 30   |  | $ | (3  | )
|                                         |  |      |    |      |   |      |  |   |     |  
|Total deferred (benefit) provision       |  | $    | (3 | )    | $ | 30   |  | $ | (3  | )
|                                         |  |      |    |      |   |      |  |   |     |  
|Total income tax provision               |  | $    | 50 |      | $ | 75   |  | $ | 135 |  
|                                         |  |      |    |      |   |      |  |   |     |  

A reconciliation of the U.S. federal statutory income
  tax rate of 35 percent to Credcos effective income tax rates for 2005,
  2004 and 2003 was as follows:

|                                         |  |      |       |      |  |       |   |  |      |  
|---------------------------------------- |  | ---- | ----- | ---- |  | ----- | - |  | ---- | -
|                                         |  | 2005 |       | 2004 |  | 2003  |  
|                                         |  |      |       |      |  |       |  
|Combined tax at U.S. statutory rate      |  |      | 35.0  | %    |  | 35.0  | % |  | 35.0 | %
|Changes in taxes resulting from          |  |      |       |      |  |       |   |  |      |  
|Foreign income taxes at rates other than |  |      |       |      |  |       |   |  |      |  
|U.S. statutory rate                      |  |      | (24.2 | )    |  | (10.7 | ) |  | (0.8 | )
|                                         |  |      |       |      |  |       |   |  |      |  
|Effective tax rates                      |  |      | 10.8  | %    |  | 24.3  | % |  | 34.2 | %
|                                         |  |      |       |      |  |       |   |  |      |  

Accumulated
earnings of certain foreign subsidiaries, which totaled $497 million at
December 31, 2005, are intended to be permanently reinvested outside the United
States. Accordingly, federal taxes, which would have aggregated approximately
$140 million, have not been provided on those earnings.

Deferred
income tax provision (benefit) results from differences between assets and
liabilities measured for financial reporting and for income tax return
purposes. The significant components of deferred tax assets and liabilities at
December 31, 2005 and 2004 are reflected in the following table:

|                                           |  |      |     |      |   |     | 
|------------------------------------------ |  | ---- | --- | ---- | - | --- | 
|(Millions)                                 |  | 2005 |     | 2004 |  
|                                           |  |      |     |      |  
|Deferred tax assets:                       |  |      |     |      |   |     | 
|Reserves not yet deducted for tax
purposes |  | $    | 236 |      | $ | 226 | 
|Net unrealized derivative losses           |  |      |    |      |   | 6   | 
|Net unrealized securities losses           |  |      | 8   |      |   | 13  | 
|                                           |  |      |     |      |   |     | 
|Total deferred tax assets                  |  | $    | 244 |      | $ | 245 | 
|                                           |  |      |     |      |   |     | 
|Deferred tax liabilities:                  |  |      |     |      |   |     | 
|Net unrealized derivative gains            |  | $    | 31  |      | $ |    | 
|Other                                      |  |      | 8   |      |   | 1   | 
|                                           |  |      |     |      |   |     | 
|Total deferred tax liabilities             |  | $    | 39  |      | $ | 1   | 
|                                           |  |      |     |      |   |     | 
|Net deferred tax assets                    |  | $    | 205 |      | $ | 244 | 
|                                           |  |      |     |      |   |     | 

F-20

---



In 2005 and
2004, due to affiliates included current federal taxes payable to TRS of $54
million and $2 million, respectively.

Net income
taxes refunded to Credco during 2005, including taxes refunded by TRS, was $12
million and net income taxes paid by Credco during 2004 and 2003, including
taxes paid to TRS, were $79 million and $183 million, respectively, and include
estimated tax payments and cash settlements relating to prior tax years.

Comprehensive
income in the Consolidated Statements of Shareholders Equity is presented net
of the following income tax provision (benefit) amounts:

|                                         |  |      |    |      |   |      |   |   |    | 
|---------------------------------------- |  | ---- | -- | ---- | - | ---- | - | - | -- | 
|(Millions)                               |  | 2005 |    | 2004 |   | 2003 |  
|                                         |  |      |    |      |   |      |  
|Net unrealized securities gains (losses) |  | $    | 5  |      | $ | (19  | ) | $ | 12 | 
|Net unrealized derivative gains          |  |      | 37 |      |   | 90   |   |   | 83 | 
|                                         |  |      |    |      |   |      |   |   |    | 
|Net income tax provision                 |  | $    | 42 |      | $ | 71   |   | $ | 95 | 
|                                         |  |      |    |      |   |      |   |   |    | 

Note 13 Geographic
Segments

Credco is
principally engaged in the business of purchasing and financing cardmember
receivables and loans 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)    |  | 2005 |       | 2004 |   | 2003  | 
|              |  |      |       |      |   |       | 
|Revenues      |  |      |       |      |   |       |  |   |       | 
|United States |  | $    | 1,561 |      | $ | 1,196 |  | $ | 1,408 | 
|International |  |      | 715   |      |   | 636   |  |   | 579   | 
|              |  |      |       |      |   |       |  |   |       | 
|Consolidated  |  | $    | 2,276 |      | $ | 1,832 |  | $ | 1,987 | 
|              |  |      |       |      |   |       |  |   |       | 
|Pretax income |  |      |       |      |   |       |  |   |       | 
|United States |  | $    | 353   |      | $ | 223   |  | $ | 313   | 
|International |  |      | 112   |      |   | 86    |  |   | 82    | 
|              |  |      |       |      |   |       |  |   |       | 
|Consolidated  |  | $    | 465   |      | $ | 309   |  | $ | 395   | 
|              |  |      |       |      |   |       |  |   |       | 

Note 14 Quarterly
Financial Data (Unaudited)

|                           |  |      |       |      |   |      |  |   |      |  |   |      |  |   |       |  |   |      |  |   |      |  |   |      | 
|-------------------------- |  | ---- | ----- | ---- | - | ---- |  | - | ---- |  | - | ---- |  | - | ----- |  | - | ---- |  | - | ---- |  | - | ---- | 
|                           |  | 2005 |       | 2004 |  
|                           |  |      |       |      |  
|Quarters Ended, (Millions) |  |      | 12/31 |      |   | 9/30 |  |   | 6/30 |  |   | 3/31 |  |   | 12/31 |  |   | 9/30 |  |   | 6/30 |  |   | 3/31 | 
|                           |  |      |       |      |   |      |  |   |      |  |   |      |  |   |       |  |   |      |  |   |      |  |   |      | 
|Revenues                   |  | $    | 661   |      | $ | 547  |  | $ | 575  |  | $ | 495  |  | $ | 449   |  | $ | 477  |  | $ | 472  |  | $ | 434  | 
|Pretax income              |  |      | 119   |      |   | 103  |  |   | 139  |  |   | 104  |  |   | 30    |  |   | 93   |  |   | 99   |  |   | 87   | 
|Net income                 |  |      | 124   |      |   | 92   |  |   | 104  |  |   | 95   |  |   | 46    |  |   | 65   |  |   | 66   |  |   | 57   | 
|                           |  |      |       |      |   |      |  |   |      |  |   |      |  |   |       |  |   |      |  |   |      |  |   |      | 

F-21

---



AMERICAN
EXPRESS CREDIT CORPORATION
SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

|                                                                                                 |  |      |      |      |   |      |   |   |      |  
|------------------------------------------------------------------------------------------------ |  | ---- | ---- | ---- | - | ---- | - | - | ---- | -
|Years Ended December 31, (Millions)                                                              |  | 2005 |      | 2004 |   | 2003 |  
|                                                                                                 |  |      |      |      |   |      |  
|Reserve for losses:                                                                              |  |      |      |      |   |      |   |   |      |  
|Balance at beginning of year                                                                     |  | $    | 610  |      | $ | 737  |   | $ | 741  |  
|Additions:                                                                                       |  |      |      |      |   |      |   |   |      |  
|Provision for losses charged to income
(1)                                                       |  |      | 834  |      |   | 815  |   |   | 905  |  
|Other credits (2)                                                                                |  |      | 552  |      |   | 53   |   |   | 134  |  
|Deductions:                                                                                      |  |      |      |      |   |      |   |   |      |  
|Accounts written-off                                                                             |  |      | 772  |      |   | 841  |   |   | 976  |  
|Other charges (3)                                                                                |  |      | 538  |      |   | 154  |   |   | 67   |  
|                                                                                                 |  |      |      |      |   |      |   |   |      |  
|Balance at end of year                                                                           |  | $    | 686  |      | $ | 610  |   | $ | 737  |  
|                                                                                                 |  |      |      |      |   |      |   |   |      |  
|Reserve for losses as a percentage of gross
  cardmember receivables and loans owned at year-end |  |      | 2.73 | %    |   | 2.70 | % |   | 2.80 | %
|                                                                                                 |  |      |      |      |   |      |   |   |      |  

|    |                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Before
  recoveries on accounts previously written-off of $172 million, $187 million
  and $204 million in 2005, 2004 and 2003, respectively.                                                
|    |                                                                                                                                                                                              
|(2) | Reserve
  balances applicable to new groups of cardmember receivables and loans
  purchased from TRS and certain of its subsidiaries and participation
  interests purchased from affiliates.
|    |                                                                                                                                                                                              
|(3) | Primarily
  relates to reserve balances applicable to certain groups of cardmember
  receivables and loans and participation interests sold to affiliates.                                   

F-22

---



EXHIBIT
INDEX

Pursuant
to Item 601 of Regulation S-K

|            |  |                                                                          |  |                                                                                                                                                            
|----------- |  | ------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                              |  |                                                                                                                                                            
|            |  |                                                                          |  |                                                                                                                                                            
|3(a)        |  | Registrants Certificate of Incorporation, as
  amended                  |  | Incorporated by reference to 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 of
  November 24, 1980     |  | Incorporated by reference to 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 as of
  September 1, 1987   |  | Incorporated by reference to 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 provisions                         |  | Incorporated by reference to 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
  sinking fund provisions |  | Incorporated by reference to Exhibit 4(u) to
  Registrants Registration Statement on Form S-3 dated September 2, 1987 (File
  No. 33-16874).              

E-1

---



|     |  |                                                                                |  |                                                                                                                                               
|---- |  | ------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|4(d) |  | Form of Original Issue Discount Note with optional
  redemption provisions     |  | Incorporated by reference to 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 redemption
  provisions                 |  | Incorporated by reference to 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 redemption
  and repayment provisions |  | Incorporated by reference to 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 redemption and
  repayment provisions    |  | Incorporated by reference to 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).

E-2

---



|     |  |                                                                                   |  |                                                                                                                                                            
|---- |  | --------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|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
  issued outside the United States |  | Incorporated by reference to 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 Medium-Term
  Senior Note, Series B           |  | Incorporated by reference to Exhibit 4(s) to
  Registrants Current Report on Form 8-K (Commission File No. 1-6908) dated
  December 21, 2001.             
|     |  |                                                                                   |  |                                                                                                                                                            
|4(n) |  | Form of Permanent Global Floating Rate Medium-Term
  Senior Note, Series B        |  | Incorporated by reference to Exhibit 4(t) to
  Registrants Current Report on Form 8-K (Commission File No. 1-6908) dated
  December 21, 2001.             
|     |  |                                                                                   |  |                                                                                                                                                            
|4(o) |  | Form of Senior Floating Rate Note Extendible
  Liquidity Securitiesâ
  (EXLsâ)    |  | Incorporated by reference to Exhibit 4(u) to
  Registrants Current Report on Form 8-K (Commission File No. 1-6908) dated
  February 6, 2003.              
|     |  |                                                                                   |  |                                                                                                                                                            
|4(p) |  | Form of Global Fixed Rate Note                                                    |  | Incorporated by reference to Exhibit 4(v) to
  Registrants Current Report on Form 8-K (Commission File No. 1-6908) dated
  May 14, 2003.                  
|     |  |                                                                                   |  |                                                                                                                                                            
|4(q) |  | Form of Global LIBOR Floating Rate Note                                           |  | Incorporated by reference to Exhibit 4(w) to
  Registrants Current Report on Form 8-K (Commission File No. 1-6908) dated
  May 14, 2003.                  

E-3

---



|      |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4(r)  |  | 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 percent of the total
        assets of the Registrant. |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|10(a) |  | Receivables Agreement dated as of January 1, 1983
  between the Registrant and American Express Travel Related Services Company,
  Inc.                                                                                                                                                                                                                |  | Incorporated by reference to Exhibit 10(b) to
  Registrants Annual Report on Form 10-K (Commission File No. 1-6908) for the
  year ended December 31, 1987.                                                                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|10(b) |  | Participation Agreement dated as of August 3, 1992
  between American Express Receivables Financing Corporation and Credco
  Receivables Corp.                                                                                                                                                                                                         |  | Incorporated by reference to Exhibit 10(c) to
  Registrants Annual Report 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 Fixed
  Charges of American Express Credit Corporation                                                                                                                                                                                                                                                  |  | Electronically filed herewith.                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|12.2  |  | Computation in Support of Ratio of Earnings to Fixed
  Charges of American Express Company                                                                                                                                                                                                                                                             |  | Electronically filed herewith.                                                                                                                                                                                                                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                                                                                                                                            
|16    |  | Letter from Ernst & Young LLP regarding change
  in certifying accountant                                                                                                                                                                                                                                                                              |  | Incorporated by reference to Exhibit 16.1 of
  Credcos Current Report on Form 8-K (Commission File No. 1-6908) dated
  November 22, 2004 (as amended by Credcos Current Report on Form 8-K/A
  (Commission File No. 1-6908) dated November 22, 2004 (filed December 8, 2004)
  and Credcos Current Report on Form 8-K/A (Commission File No. 1-6908) dated
  November 22, 2004 (filed March 31, 2005.)).

E-4

---



|     |  |                                                                                                                                                                              |  |                               
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------
|23.1 |  | Consent of PricewaterhouseCoopers LLP Independent
  Registered Public Accounting Firm                                                                                        |  | Electronically filed herewith.
|     |  |                                                                                                                                                                              |  |                               
|23.2 |  | Consent of Ernst & Young LLP
  Independent Registered Public Accounting Firm                                                                                                 |  | Electronically filed herewith.
|     |  |                                                                                                                                                                              |  |                               
|31.1 |  | Certification of Christopher S. Forno, Chief
  Executive Officer, pursuant to Rule 13a-14(a) promulgated under the
  Securities Exchange Act of 1934, as amended             |  | Electronically filed herewith.
|     |  |                                                                                                                                                                              |  |                               
|31.2 |  | Certification of Paul H. Hough, Chief Financial
  Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange
  Act of 1934, as amended                    |  | Electronically filed herewith.
|     |  |                                                                                                                                                                              |  |                               
|32.1 |  | Certification of Christopher S. Forno, Chief
  Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
  Section 906 of the Sarbanes-Oxley Act of 2002 |  | Electronically filed herewith.
|     |  |                                                                                                                                                                              |  |                               
|32.2 |  | Certification of Paul H. Hough, Chief Financial
  Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
  906 of the Sarbanes-Oxley Act of 2002        |  | Electronically filed herewith.

E-5

---