10-K

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

FORM 10-K

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

For the fiscal year ended December 31, 2006
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File No. 1-6908

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

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

One Christina Centre, 301 North Walnut Street
Suite 1002, Wilmington, Delaware	19801-2919
(Address of principal executive offices) Registrant’s telephone number including area code: (302) 594-3350.	(Zip Code)

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

	Name of each exchange
Title of each class	on which registered
Floating Rate Medium-Term Notes, Series C	New York Stock Exchange
due June 16, 2011

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.
Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 filer o Accelerated filer o Non-accelerated filer x

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 30, 2007, 1,054,938 shares were outstanding.

Documents incorporated by reference: None

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^®, Corporate card and other American Express' cards 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. (AEB) customers, although cardmember loans are primarily funded by subsidiaries of TRS other than Credco. American Express charge 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 40 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);

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• 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 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 United States). 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 AEB customers.

As part of its receivables funding activities, Credco regularly reviews funding sources and strategies in international markets. Credco funds cardmember receivables and cardmember loans in Canada primarily 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 funds 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 local funding

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strategies result in Credco recording additional loans with affiliates. Beginning in 2007, Credco started a similar funding strategy in Mexico.

Beginning in May 2005, in conjunction with TRS’ securitization program, Credco, through its wholly-owned subsidiary, Credco Receivables Corporation (CRC), purchased participation interests from American Express Receivables Financing Corporation V LLC (RFC V), which is consolidated by TRS. The participation interests purchased represented the undivided interests in cardmember receivables transferred to the American Express Issuance Trust (AEIT) by TRS. TRS and its subsidiaries originated the receivables. AEIT is a non-qualifying special purpose entity that is consolidated by RFC V.

Prior to May 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 interests purchased represented undivided interests in cardmember receivables transferred to the American Express Master Trust (AEMT) by TRS. TRS and its subsidiaries originated the receivables. Prior to dissolution, AEMT was also a non-qualifying special purpose entity that was consolidated by TRS.

A subsidiary of TRS, as agent for Credco, performs 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 notice to Credco, the credit standards used to determine whether a card is to be issued to an applicant may not be materially reduced and that the policy as to the cancellation of cards for credit reasons may not be materially liberalized.

American Express, as the parent of TRS, has agreed with Credco that it will take all necessary steps to assure performance of certain TRS obligations under the Receivables Agreements between TRS and Credco. The 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
2006		$	251.5		$	29.5	$	281.0		$	25.0		$	2.9	$	27.9
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

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, 2006 and 2005, Credco owned $27.6 billion and $24.4 billion, respectively, of cardmember receivables and participation interests in cardmember receivables, representing 99 percent and 98 percent of the total cardmember receivables and loans owned at December 31, 2006 and 2005, respectively. Cardmember receivables represent amounts due from charge card customers and are recorded at the time a

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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 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, 2006 and 2005, CRC owned approximately $8.2 billion and $8.6 billion, respectively, of participation interests purchased from RFC V.

Years ended December 31, (Millions, except percentages)	2006			2005			2004
Total cardmember receivables	$	27,593		$	24,421		$	21,888
90 days past due as a % of total		2.1	%		1.7	%		2.1	%
Loss reserves	$	739		$	671		$	555
as a % of receivables		2.7	%		2.7	%		2.5	%
as a % of 90 days past due		128	%		159	%		122	%
Write-offs, net of recoveries	$	525		$	579		$	471
Net write-off rate (1)		0.19	%		0.22	%		0.20	%
Average life of cardmember receivables (in days) (2)		32			32			32

(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 receivables increased $3.2 billion from December 31, 2005, as a result of higher consumer, small business and corporate cardmember receivables purchased during 2006. The cardmember receivables purchased during 2006 increased approximately 8 percent from the cardmember receivables purchased during 2005, due to overall business growth.

Cardmember Loans

At December 31, 2006 and 2005, Credco owned cardmember loans totaling $0.3 billion and $0.6 billion, respectively, representing 1 percent and 2 percent of the total cardmember receivables and loans owned by Credco at December 31, 2006 and 2005, 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 AEB customers. At December 31, 2006 and 2005, CRC did not own any participation interests in cardmember loans.

Years ended December 31, (Millions, except percentages)	2006			2005			2004
Total cardmember loans	$	356		$	569		$	622
Past due cardmember loans as a % of total:
30-89 days		5.9	%		4.9	%		6.3	%
90+ days		2.1	%		1.4	%		1.9	%
Loss reserves	$	10		$	15		$	55
as a % of cardmember loans		2.8	%		2.6	%		8.9	%
as a % of past due		35	%		41	%		108	%
Write-offs, net of recoveries	$	8		$	21		$	183
Net write-off rate (1)		2.02	%		3.57	%		4.40	%

(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 sale of certain Hong Kong, New Zealand and United States loan portfolios.

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Loans with Affiliates

Credco’s loans with affiliates represent fixed and floating rate interest-bearing intercompany borrowings by other wholly-owned TRS subsidiaries and American Express.

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

(Millions)	2006		2005
TRS Parent	$	531	$	750
TRS Subsidiaries:
American Express Services Europe Limited		3,360		2,799
American Express Australia Limited		3,529		2,489
Amex Bank of Canada		2,166		1,797
American Express International, Inc.		105		419
Total	$	9,691	$	8,254

On February 9, 2007, the loan with TRS Parent of $531 million was repaid.

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 rates on an annual basis of all borrowings, after giving effect to commitment fees under lines of credit and the impact of interest rate swaps, during the following years were:

Year	Weighted Average Interest Rate
2006	4.63	%
2005	3.63	%
2004	2.98	%
2003	3.46	%
2002	3.96	%

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 translation and operations in different geographic regions.

Employees

At December 31, 2006, Credco had 23 employees.

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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 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’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 Credco and the Card Issuers 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 portfolio 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 expense 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 and Qualitative Disclosures about Market Risk for a discussion of the policies and procedures Credco uses to

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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.

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.

Credco’s access to financing may be limited.

In general, the amount, type and cost of Credco’s funding, including financing from other financial institutions and the capital markets, directly impacts its expense in operating its business and therefore can positively or negatively affect Credco’s financial results. A number of factors could make such financing more difficult, more expensive or unavailable on any terms both domestically and internationally (where funding transactions may be on terms more or less favorable than in the United States), including, but not limited to, financial results and losses, specific events that adversely affect Credco’s or the Card Issuer’s reputations, changes in the activities of the Card Issuer’s business partners, disruptions in the capital markets, specific events that adversely impact the financial services industry, counter-party availability, changes affecting Credco’s assets, Credco’s corporate and regulatory structure, interest rate fluctuations, rating agencies’ action, general economic conditions and the legal, regulatory, accounting and tax environments governing Credco’s funding transactions. In addition, Credco’s ability to raise funds is strongly affected by the general state of the United States and world economies, and may become increasingly difficult due to economic or other factors. Also, Credco competes for funding with other financial institutions, some of which are publicly funded. Competition from these institutions may increase Credco’s cost of funds.

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. The heightened legislative and regulatory focus on data security, including requiring consumer notification in the event of a data breach continues. 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 2007 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

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Europe, the European Parliament and Council 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), a wholly-owned subsidiary of Credco, 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 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. We caution you that 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 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.

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Item 1B. 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.

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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 $500 million and $200 million to TRS in 2006 and 2005, respectively. On February 9, 2007, Credco paid a cash dividend of $150 million to TRS. For information about limitations on Credco’s ability to pay dividends, see Note 6 to the Consolidated Financial Statements.

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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)	2006		2005		2004		2003		2002
Income Statement Data
Revenues	$	3,017	$	2,276	$	1,832	$	1,987	$	2,153
Provision for losses, net of recoveries		589		662		628		701		846
Interest expense		1,614		1,141		863		852		916
Income tax provision		95		50		75		135		118
Net income		622		415		234		260		228
Balance Sheet Data
Gross cardmember receivables	$	27,593	$	24,421	$	21,888	$	21,165	$	17,169
Reserve for losses, cardmember receivables		739		671		555		555		498
Gross cardmember loans		356		569		622		5,067		4,858
Reserve for losses, cardmember loans		10		15		55		182		243
Loans with affiliates		9,691		8,254		7,039		1,923		2,047
Total assets		40,966		37,369		36,260		31,949		27,665
Short-term debt		15,469		15,982		13,245		15,718		15,145
Current portion of long-term debt		3,440		2,300		5,734		1,978		5,751
Long-term debt		18,350		14,629		12,880		10,216		2,117
Shareholder’s equity		3,422		3,271		2,993		2,750		2,315
Cash dividends		500		200		125		—		—

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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 losses inherent in Credco’s outstanding portfolio of loans and receivables. 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 (loan balances are written-off when 180 days past due), and average bankruptcy and recovery rates. Also, to a lesser extent, these reserves reflect management’s judgment regarding overall reserve adequacy. Management considers whether to adjust reserves that are calculated by the analytic models based on other factors, such as the level of coverage of past-due accounts, as well as leading economic and market indicators, such as the unemployment rate, the consumer confidence index, the 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, and is generally determined by the number of days past due. In general, receivables and loans in bankruptcy or owed by deceased individuals are written-off upon notification, or 180 days past due for lending products and 360 days past due for charge card products. To the extent historical credit experience is not indicative of future performance, actual loss experience could differ significantly from management’s judgments and expectations, resulting in either higher or lower future provisions for losses, as applicable. As of December 31, 2006, if average write-off rates were five percent higher or lower, the reserve for losses would change by approximately $37 million.

Consolidated Capital Resources and Liquidity

Credco is committed to maintaining cost-effective, well-diversified funding programs to support current and future asset growth in its global businesses. Credco’s funding plan is structured to meet expected and changing business needs to fund asset balances efficiently and cost-effectively. Credco relies on diverse sources, to help ensure the availability of financing in unexpected periods of stress and to manage interest rate exposures. In addition to the funding plan described below, Credco has a contingent funding strategy to allow for the continued funding of business operations through difficult economic, financial market and business conditions when access to regular funding sources could become diminished or interrupted.

Financing Activities

Credco’s funding requirements are met primarily by the sale of commercial paper, the issuance of medium- and long-term notes, borrowings under long-term bank credit facilities in certain international markets and equity capital. 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 2006, Credco had uninterrupted access to the commercial paper and capital markets to fund its business operations.

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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, 2006, Credco had $5.8 billion of commercial paper outstanding. The outstanding amount decreased $1.9 billion or 25 percent from a year ago. Average commercial paper outstanding was $7.8 billion and $8.1 billion in 2006 and 2005, respectively. Credco currently manages the level of short-term debt outstanding such that its total back-up liquidity, including available bank credit facilities and term liquidity portfolio investment securities is not less than 100 percent of net short-term debt. Net short-term debt, which consists of commercial paper and certain other short-term borrowings less cash and cash equivalents, was $5.1 billion at December 31, 2006. Based on the maximum available borrowings under bank credit facilities and term liquidity portfolio investment securities, Credco’s total back-up liquidity coverage of net short-term debt was 212 percent at December 31, 2006.

Medium- and long-term debt is raised through the offering of debt securities in the United States 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.

Credco had the following medium- and long-term debt outstanding at December 31:

(Billions)	2006		2005
Medium-term debt (a)	$	12.4	$	8.6
Long-term debt		9.4		8.3
Total	$	21.8	$	16.9

^(a) A portion of which can be extended by the holders up to an additional five years.

During 2006 and 2005, Credco’s average medium- and long-term debt outstanding was $19.2 billion and $16.5 billion, respectively.

In 2006, United States and international fixed and floating rate medium- and long-term debt in an aggregate principal amount of $8.4 billion with maturities ranging from two to five years was issued.

Credco, TRS, AEOCC, 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 U.S., of debt instruments to be listed on the Luxembourg Stock Exchange. As of December 31, 2006, the maximum aggregate principal amount of debt instruments outstanding at any one time under the program may not exceed $10.0 billion. 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, 2006, $4.5 billion was outstanding under this program, of which $3.2 billion were issued by Credco.

During 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. During 2006, Credco issued and sold approximately $900 million of fixed medium-term notes due between 2008 and 2011 and approximately $400 million floating medium-term notes due 2008. At December 31, 2006, approximately $2.0 billion of debt securities was outstanding under this program.

During the fourth quarter of 2006, Credco established a program for the issuance from time to time, in Australia, of up to approximately $4.6 billion and issued approximately $118 million of fixed rate notes due in 2011 and approximately $236 million of floating rate notes due in 2011. At December 31, 2006,

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approximately $4.3 billion was available for issuance under this program. Proceeds of the notes were used to repay a portion of the Australian credit facility.

Credco also has the ability to issue debt securities under shelf registrations filed with the Securities and Exchange Commission (SEC). During the second quarter of 2006, Credco filed a shelf registration statement with the SEC for an unspecified amount of debt securities to be issued from time to time. At December 31, 2006, Credco had $13.4 billion of debt securities outstanding, issued under SEC registration statements.

Credco continues to issue long-term debt with a wide range of maturities to diversify 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, 2006, 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 actively manages the risk of liquidity and cost of funds resulting from Credco’s financing activities. Management believes a decline in Credco’s long-term credit rating by two levels could result in Credco having to significantly reduce its commercial paper and other short-term borrowings. Remaining borrowing requirements would be addressed through other means such as the issuance of long-term debt and the sale of investment securities or drawing on existing credit lines. This would result in higher interest expense on Credco’s commercial paper and other debt, as well as higher fees related to unused lines of credit. Credco believes a two level downgrade is highly unlikely due to its capital position and growth prospects.

Credco paid cash dividends of $500 million and $200 million to TRS in 2006 and 2005, respectively. On February 9, 2007, Credco paid a cash dividend of $150 million to TRS.

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 event. 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 2006, short-term debt as a percentage of total debt decreased to 42 percent at December 31, 2006, from 49 percent at December 31, 2005.

Credco estimates it will have funding requirements of approximately $3.4 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.

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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 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 prefund 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 was 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. Such sources include but are not limited to its liquidity investment portfolio, committed bank lines, intercompany borrowings and securitization of cardmember receivables and loans through American Express affiliates. Credco estimates that, under a worst case liquidity crisis scenario, it has identified up to $8.3 billion in alternate funding sources available to cover cash needs over the first 60 days after a liquidity crisis has occurred.

Liquidity Investment 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 short-term overnight, highly liquid securities. Credco also maintains a term liquidity portfolio comprised of high credit quality, highly liquid securities. At December 31, 2006, Credco held $3.0 billion of U.S. Treasury and government agency securities in this portfolio. The invested amounts of the term liquidity portfolio provide back-up liquidity, primarily for Credco’s commercial paper program. U.S. Treasury and government agency 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.

Credco entered into securities lending agreements in June 2006 with other financial institutions to enhance investment income. At December 31, 2006, the liquidity investment portfolio included approximately $716 million of investment securities loaned under these agreements. See Note 2 to the Consolidated Financial Statements for further discussion regarding Credco’s securities lending program.

Other Investment Activities

At December 31, 2004, CRC invested $142 million and $56 million in Class B and C Notes, respectively, issued by American Express Credit Account Master Trust, a qualified special purpose entity. During 2005, $37 million of the Class C Notes and $142 million of Class B Notes matured. At December 31, 2005, CRC had approximately $19 million of Class C Notes remaining. During 2006, the remaining $19 million of the Class C Notes matured.

Committed Bank Credit Facilities

Credco maintained committed bank credit facilities with 38 large institutions totaling $10.8 billion (including $1.2 billion available to American Express and the $3.3 billion Australian credit facility) at December 31, 2006. Credco had $2.7 billion outstanding under these facilities, related to the Australian credit facility. These facilities expire as follows (billions): 2009, $3.3; 2010, $4.8; and 2011, $2.7.

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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 1.44, 1.41 and 1.36 in 2006, 2005 and 2004, respectively. The ratio of earnings to fixed charges for American Express for 2006, 2005 and 2004 was 2.80, 2.83 and 3.13, respectively.

Committed 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.

Results of Operations

Pretax income depends primarily on the volume of cardmember receivables and loans purchased, the discount factor used to determine purchase price, the relationship of total discount to Credco’s interest expense and the collectibility of cardmember receivables and loans purchased.

Credco’s consolidated net income rose 50 percent to $622 million for the year ended December 31, 2006, as compared to the year ended December 31, 2005. The year-over-year increase was primarily due to the increase of discount revenue earned on purchased cardmember receivables and loans and the interest income from affiliates, offset by the increase of interest expense to affiliates and others.

Discount Revenue Earned on Purchased Cardmember Receivables and Loans

Discount revenue increased 32 percent or $543 million to $2.2 billion for the year ended December 31, 2006, as compared to the same period in 2005. The year-over-year increase was primarily due to an increase in both volume of receivables purchased and discount rates. Volume of receivables purchased for the year ended December 31, 2006, was 8 percent higher than the same period a year ago primarily due to an increase in cardmember spending. Discount rates, which vary over time due to changes in market interest rates or changes in the collectibility of cardmember receivables, increased an average of approximately 14 basis points compared to the year ended December 31, 2005.

Interest Income from Investments

Interest income from investments increased 74 percent or $93 million to $218 million for the year ended December 31, 2006, as compared to the same period in the prior year. The year-over-year increase was due to a higher interest rate environment as well as the replacement of matured U.S. Treasury securities primarily with higher yielding government agency securities. The average rate on the total investment portfolio increased 186 basis points for the year ended December 31, 2006, compared to the year ended December 31, 2005.

Interest Income from Affiliates

Interest income from affiliates increased 32 percent or $127 million to $523 million for the year ended December 31, 2006, as compared to the year ended December 31, 2005. The year-over-year increase was primarily due to an increase in the volume of loans with affiliates. The average rate charged to affiliates during the year ended December 31, 2006, was 49 basis points higher than the average rate charged to affiliates in the same period a year ago, primarily due to the floating rate interest-bearing borrowings with affiliates.

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Provision for Losses, Net of Recoveries

The provision for losses, net of recoveries decreased 11 percent or $73 million for the year ended December 31, 2006, as compared to the year ended December 31, 2005. The year-over-year decrease reflects a lower loss rate and improved results from collection activities.

Interest Expense and Interest Expense to Affiliates

Interest expense and interest expense to affiliates increased 36 percent and 68 percent, respectively, for the year ended December 31, 2006, as compared to the same period a year ago. The increase is primarily due to higher effective cost of funds and higher debt funding levels. The average rate due to affiliates during the year ended December 31, 2006, was 140 basis points higher than the same period a year ago, primarily due to the fact that a high proportion of the interest-bearing borrowings due to affiliates were at floating rate.

The following table summarizes the changes attributable to the increase (decrease) in key revenue and expense accounts:

(Millions)	2006			2005
Discount revenue earned on purchased cardmember receivables and loans:
Volume of receivables purchased	$	139		$	148
Discount rates		404			266
Total	$	543		$	414
Finance charge revenue:
Volume of loans purchased	$	(17	)	$	(292	)
Interest rates		(5	)		22
Total	$	(22	)	$	(270	)
Interest income from investments:
Average investments outstanding	$	(1	)	$	(11	)
Interest rates		94			32
Total	$	93		$	21
Interest income from affiliates:
Average loans with affiliates	$	83		$	164
Interest rates		44			113
Total	$	127		$	277
Provision for losses, net of recoveries:
Volume of receivables purchased	$	67		$	66
Provision rates and volume of recoveries		(140	)		(32	)
Total	$	(73	)	$	34
Interest expense:
Average debt outstanding	$	94		$	58
Interest rates		244			127
Total	$	338		$	185
Interest expense to affiliates:
Average debt outstanding	$	28		$	12
Interest rates		107			81
Total	$	135		$	93

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Income Taxes

Credco’s effective tax rate for the years ended December 31, 2006, 2005 and 2004, was 13.2 percent, 10.8 percent and 24.3 percent, respectively. The effective tax rate was higher in 2006 compared to 2005 primarily as a result of a decrease in the proportion of foreign subsidiary pretax income to total pretax income. The effective tax rate was lower in 2005 as compared to 2004 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.

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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, which are described below are interrelated and management has adopted well defined risk-taking 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. Since such a portfolio consists of millions of borrowers and individual exposures, its risk is substantially reduced through diversification. A loss distribution is characterized by a higher frequency but manageable severity that is more closely linked to general economic and legal conditions than by 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 as investment grade. Additionally, Credco enters into master netting agreements with its counterparties wherever practical.

Market Risk Management Process

Market risk is the risk to earnings or value resulting from movements in market prices. 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 market risk management 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, for that reason, 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 with respect to basis, re-pricing or maturity characteristics. By using derivative

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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, 2006 and 2005, the total notional amount of interest rate swaps was $6 billion and $2 billion, respectively. These derivatives generally qualify for hedge accounting. A portion of these derivatives outstanding as of December 31, 2006 extend to 2015.

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. As of December 31, 2006 and 2005, the total notional amount of foreign exchange derivatives was $125 million and $27 million, respectively. 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 $151 million based on the 2006 year-end positions. This effect, which is calculated using a static asset/liability gapping model, 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 2006 and 2005 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 Management Process

Credco defines operational risk as the risk of not achieving business objectives due to inadequate or failed processes, or information systems, human error or the external environment (e.g., natural disasters) including losses due to failures to comply with laws and regulations. Operational risk is inherent in all business activities and can impact an organization through direct or indirect financial loss, brand 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 has developed a comprehensive program to identify, measure, monitor, and report inherent and emerging operational risks. However, day-to-day management of operational risk lies with Credco. Credco continues to enhance its operational risk management practices on an ongoing basis. The implementation of this operational risk program 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.

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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.

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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, 2006.
	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 as the independent registered public accounting firm for Credco for the year beginning January 1, 2005.
	Audit Fees
	The aggregate fees billed or to be billed by PricewaterhouseCoopers LLP 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 $258,275 and $346,250 for the years ended December 31, 2006 and 2005, respectively.
	Audit-Related Fees
	Credco was not billed by PricewaterhouseCoopers LLP for any fees for audit-related services for 2006 or 2005.
	Tax Fees
	Credco was not billed by PricewaterhouseCoopers LLP for any tax fees for 2006 or 2005.
	All Other Fees
	Credco was not billed by PricewaterhouseCoopers LLP for any other fees for 2006 or 2005.
	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 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.

22

Other Transactions with PricewaterhouseCoopers LLP

American Express has a number of business relationships with individual member firms of the worldwide PricewaterhouseCoopers LLP organization. American Express subsidiaries provide card and travel services to some of these firms and these firms pay fees to American Express subsidiaries. These services are in the normal course of business and American Express provides them pursuant to arrangements that American Express offers to other similar clients.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

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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 30, 2007	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 30, 2007	By	/s/Christopher S. Forno
		Christopher S. Forno President, Chief Executive Officer and Director
DATE: March 30, 2007		/s/Kevin M. Gould
		Kevin M. Gould Vice President and Chief Accounting Officer
DATE: March 30, 2007		/s/David L. Yowan
		David L. Yowan Chief Financial Officer and Director

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

(Item 15 (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 – 24

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

To the Board of Directors of
American Express Credit Corporation

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a) present fairly, in all material respects, the financial position of American Express Credit Corporation and its subsidiaries (the “Company”) at December 31, 2006 and 2005, and the results of their operations and their cash flows for each of the two years ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

New York, New York
March 30, 2007

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of
American Express Credit Corporation

We have audited the accompanying consolidated statements of income, shareholder’s equity and cash flows of American Express Credit Corporation for the year ended December 31, 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of the Company’s operations and its cash flows for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States.

/s/Ernst & Young LLP

New York, New York
March 16, 2005

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AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, (Millions)	2006		2005		2004
Revenues
Discount revenue earned from purchased cardmember receivables and loans	$	2,223	$	1,680	$	1,266
Interest income from affiliates		523		396		119
Interest income from investments		218		125		104
Finance charge revenue		47		69		339
Other		6		6		4
Total revenues		3,017		2,276		1,832
Expenses
Provision for losses, net of recoveries:
2006, $158; 2005, $172; 2004, $187		589		662		628
Interest expense		1,281		943		758
Interest expense to affiliates		333		198		105
Service fees to affiliates		93		2		25
Other		4		6		7
Total expenses		2,300		1,811		1,523
Pretax income		717		465		309
Income tax provision		95		50		75
Net income	$	622	$	415	$	234

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED BALANCE SHEETS

December 31, (Millions, except share data)	2006			2005
Assets
Cash and cash equivalents	$	737		$	1,051
Investment securities		2,299			2,996
Investment securities restricted		716			—
Cardmember receivables, less reserves:
2006, $739; 2005, $671		26,854			23,750
Cardmember loans, less reserves:
2006, $10; 2005, $15		346			554
Loans with affiliates		9,691			8,254
Deferred charges and other assets		316			764
Due from affiliates		7			—
Total assets	$	40,966		$	37,369
Liabilities and Shareholder’s Equity
Short-term debt	$	5,883		$	7,939
Short-term debt with affiliates		9,586			8,043
Long-term debt		21,790			16,929
Total debt		37,259			32,911
Due to affiliates		—			1,021
Accrued interest and other liabilities		285			166
Total liabilities		37,544			34,098
Shareholder’s Equity
Common stock, $.10 par value, authorized 3 million shares; issued and outstanding 1.5 million shares		1			1
Capital surplus		161			161
Retained earnings		3,202			3,080
Accumulated other comprehensive income (loss):
Net unrealized securities gains (losses), net of tax:
2006, $(3); 2005, $8		5			(16	)
Net unrealized derivatives gains, net of tax:
2006, $(5); 2005, $(31)		10			57
Foreign currency translation adjustments		45			(12	)
Other		(2	)		—
Total accumulated other comprehensive income		58			29
Total shareholder’s equity		3,422			3,271
Total liabilities and shareholder’s equity	$	40,966		$	37,369

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, (Millions)	2006			2005			2004
Cash Flows from Operating Activities
Net income	$	622		$	415		$	234
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for losses		747			834			815
Amortization and other		9			14			13
Deferred taxes		(6	)		(3	)		30
Changes in operating assets and liabilities:
Due to affiliates		39			57			11
Other operating assets and liabilities		258			(286	)		(299	)
Net cash provided by operating activities		1,669			1,031			804
Cash Flows from Investing Activities
Net (increase) decrease in cardmember receivables and loans		(3,643	)		(3,410	)		2,780
Purchase of investments		(3,012	)		(792	)		(2,237	)
Maturity of investments		3,019			979			333
Sale of investments		—			—			1,244
Net increase in loans with affiliates		(570	)		(1,524	)		(4,760	)
Net (decrease) increase in due to affiliates		(1,067	)		(185	)		718
Net cash used in investing activities		(5,273	)		(4,932	)		(1,922	)
Cash Flows from Financing Activities
Net increase in short-term debt with affiliates with maturities of ninety days or less		1,542			2,579			309
Net decrease in short-term debt with maturities of ninety days or less		(2,710	)		(12	)		(1,490	)
Issuance of debt		12,208			6,636			9,538
Redemption of debt		(7,250	)		(7,853	)		(4,840	)
Dividends paid		(500	)		(200	)		(125	)
Net cash provided by financing activities		3,290			1,150			3,392
Net (decrease) increase in cash and cash equivalents		(314	)		(2,751	)		2,274
Cash and cash equivalents at beginning of year		1,051			3,802			1,528
Cash and cash equivalents at end of year	$	737		$	1,051		$	3,802

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

Three Years Ended December 31, (Millions)	Total			Common Stock		Capital Surplus		Accumulated Other Comprehensive (Loss) / Income			Retained Earnings
Balances at December 31, 2003	$	2,750		$	1	$	161	$	(168	)	$	2,756
Comprehensive income:
Net income		234										234
Change in net unrealized securities (losses) gains		(36	)						(36	)
Change in net unrealized derivatives losses		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 losses		9							9
Change in net unrealized derivatives gains (losses)		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
Comprehensive income:
Net income		622										622
Change in net unrealized securities gains (losses)		21							21
Change in net unrealized derivatives gains		22							22
Derivatives gains reclassified to earnings		(69	)						(69	)
Foreign currency translation adjustments		57							57
Total comprehensive income		653
Other		(2	)						(2	)
Cash dividends paid		(500	)									(500	)
Balances at December 31, 2006	$	3,422		$	1	$	161	$	58		$	3,202

See Notes to Consolidated Financial Statements.

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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), American Express Capital Australia (AECA), American Express Sterling Funding Limited Partnership, together with its subsidiary (AESLP) and American Express Euro Funding Limited Partnership (AEELP) are wholly-owned subsidiaries of Credco.

Principles of Consolidation

The Consolidated Financial Statements of Credco are prepared in conformity with U.S. generally accepted accounting principles (GAAP). All significant intercompany transactions are eliminated.

Credco consolidates all non-variable interest entities in which Credco holds a greater than 50 percent voting interest. Entities in which Credco’s voting interest exceeds 20 percent but is less than 50 percent 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 an entity by means other than voting rights, in which case the entity is accounted for under the equity method.

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 (revised December 2003), “Consolidation of Variable Interest Entities” (FIN 46(R)). The determination of whether an entity is a VIE is based on the amount and characteristics of the entity’s equity. In general, FIN 46(R) requires an enterprise to consolidate a VIE when it has a variable interest and it is deemed to be the primary beneficiary (meaning that it will absorb a majority of the VIE’s expected losses or receive a majority of the VIE’s expected residual return).

Certain reclassifications of prior period amounts have been made to conform to the current presentation of the Consolidated Financial Statements.

Foreign Currency

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 qualifying 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 currency is the U.S. dollar, are reported net in other revenue or other expense, depending on the nature of the activity, in Credco’s Consolidated Statements of Income. Net foreign currency transaction gains (losses) were immaterial for the years ended 2006, 2005 and 2004.

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Amounts Based on Estimates and Assumptions

Accounting estimates are an integral part of the Consolidated Financial Statements. These estimates are based, in part, on management’s assumptions concerning future events. Among the more significant assumptions are those that relate to reserves for cardmember losses and investment securities valuation. These accounting estimates reflect the best judgment of management, but 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.

Interest Income from Investments

Interest income for Credco’s performing fixed-income securities is accrued as earned using the effective interest method, which adjusts the yield for security premiums and discounts, fees and other payments, so that the related security recognizes a constant rate of return on the outstanding balance throughout its term.

Cash and Cash Equivalents

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

Investment Securities

Investment securities include debt and equity securities classified as Available-for-Sale investment securities that are carried at fair value on the Consolidated Balance Sheets with unrealized gains (losses) recorded in accumulated 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. Gains and losses on these investments are recognized using the specific identification method on a trade date basis. Realized 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. Credco uses quoted market prices to determine fair value. If quoted market prices are not available, Credco estimates fair value using prices of similar assets or the present value of estimated expected future cash flows when similar assets do not exist.

Reserves for Losses – Cardmember Receivables and Loans

Cardmember receivables represent amounts due from American Express charge card customers and are recorded at the time a cardmember enters into a point-of-sale transaction at a service establishment. Cardmember receivable balances are presented on the Consolidated Balance Sheets net of reserves for losses and typically include principal and any related accrued fees. Cardmember loans represent amounts due from customers of American Express’ lending products, and are recorded at the time a cardmember point-of-sale transaction is

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captured. These loans are presented on the Consolidated Balance Sheets 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 & Travel^® and Extended Payment Option. Credco’s policy is to cease accruing for interest receivable once a cardmember loan is greater than 180 days past due. Accruals that cease generally are not resumed.

Credco’s reserves for losses relating to cardmember receivables and loans represent management’s estimate of losses inherent in Credco’s outstanding portfolio of 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 reserve 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 (loan balances are written off when 180 days past due) and average bankruptcy and recovery rates. Management considers whether to adjust the analytic models based on other factors, such as the level of coverage of past-due accounts, as well as leading economic and market indicators, such as the unemployment rate, the consumer confidence index, the 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, receivables in 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 actual loss experience could differ significantly from management’s judgments and expectations, resulting in either higher or lower future provisions for losses, as applicable.

Derivative Financial Instruments and Hedging Activities

All derivatives are recognized at fair value as either assets or liabilities on 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, on a net by counterparty basis where management believes it has the legal right of offset under enforceable netting arrangements. The accounting for the change in the fair value of a derivative financial instrument depends on its intended use and the resulting hedge designation, if any, as discussed below.

Cash flow hedges

A cash flow hedge is a derivative designated to hedge the exposure of variable future cash flows that is attributable to a particular risk associated with an existing recognized asset or liability or a forecasted transaction. 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 Consolidated Statement of Income with the hedged instrument or transaction impact, generally, in interest expense. Any ineffective portion of the gain or loss, as determined by the accounting requirements, 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. If a hedge relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in accumulated other comprehensive income (loss) are recognized into earnings immediately.

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Fair value hedges

A fair value hedge is a derivative designated to hedge the exposure of future changes in the fair value of an asset or liability, or an identified portion thereof that is attributable to a particular risk. 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.

Net investment hedges in foreign operations

A net investment hedge in foreign operations is a derivative used to hedge future changes in currency exposure of a net investment in a foreign operation. For derivative financial instruments that qualify as net investment hedges in foreign operations, the effective portions of the change in fair value of the derivatives are recorded in accumulated other comprehensive income (loss) as part of the cumulative translation adjustment. Any ineffective portions of net investment hedges are recognized in other revenue during the period of change.

Non-designated derivatives

For derivative financial instruments that do not qualify for hedge accounting or are not designated as hedges, changes in fair value are reported in current period earnings generally as a component of other revenue, other operating expenses or interest expense, depending on the type of derivative instrument and the nature of the transaction.

Derivative financial instruments that qualify for hedge accounting

Derivative financial instruments that are entered into for hedging purposes are designated as such when Credco enters into the contract. 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. These assessments usually are made through the application of statistical measures. Credco only applies the “short cut” method of hedge accounting in very limited cases when this method’s requirements are strictly met. Beginning in 2006, Credco discontinued using the “short cut” method on any new transactions. 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

SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of the FASB Statements No. 87, 88, 106, and 132(R)” (SFAS No. 158), requires the funded status of pension and other postretirement plans to be recorded on the balance sheet as of December 31, 2006 with a corresponding offset, net of tax effects, recorded in accumulated other comprehensive income (loss) within shareholder’s equity. Effective for years ending after December 15, 2008, the measurement date for the benefit obligation and plan assets is required to align with a company’s fiscal year end.

Credco participates in a multi-employer plan and recognizes the cost of pension expense based on contributions into the plan.

As Credco participates in a multi-employer plan, the adoption of the provisions included in SFAS No. 158 did not have a material impact on Credco’s Consolidated Financial Statements.

SFAS No. 156, “Accounting for Servicing of Financial Assets – an amendment of FASB Statement No. 140” (SFAS No. 156), requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. Subsequent accounting may be elected under either the amortization

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method, which systematically amortizes the servicing asset or liability to income, or the fair value measurement method, which remeasures the servicing asset or liability at fair value with the changes recorded in income. Election of the fair value method is made on a class-by-class basis for each separately recognized servicing asset and liability. SFAS No. 156 applies to all financial instruments acquired or issued after December 31, 2006. Credco does not expect any impact to its Consolidated Financial Statements.

SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statement No. 133 and 140” (SFAS No. 155), ends the temporary exemption of beneficial interests in securitized assets from the bifurcation requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 155 permits fair value remeasurement of any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No. 155 applies to all financial instruments acquired or issued after December 31, 2006. Credco does not expect any impact to its Consolidated Financial Statements.

The FASB has recently issued the following accounting standards, which are effective after December 31, 2006. Credco is currently evaluating the impact of these recently issued accounting standards on Credco’s Consolidated Financial Statements:

• FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48), is an interpretation that clarifies the accounting for tax positions accounted for under FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of benefits associated with tax positions taken or expected to be taken in a tax return. For any amount of those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities based on the technical merits of the position. The amount of benefit recognized is based on the Company’s assertion of the most likely outcome resulting from an examination. FIN 48 is applicable to all tax positions as of January 1, 2007. The initial effect of adoption will be reflected in first quarter 2007 as a cumulative effect adjustment to income taxes payable (in other liabilities) and retained earnings. Credco expects that the cumulative effect of the adoption of FIN 48 will result in an immaterial reduction to total shareholder’s equity. Subsequent to the adoption of FIN 48, all increases and decreases in Credco’s estimated recognizable tax benefits will be recorded as a benefit/provision for income taxes.

• SFAS No. 157, “Fair Value Measurements” (SFAS No. 157), establishes a framework for measuring fair value and applies broadly to financial and non-financial assets and liabilities measured at fair value under existing authoritative accounting pronouncements. SFAS No. 157 establishes a fair value hierarchy that prioritizes inputs to valuation techniques used for financial instruments without active markets, and for non-financial assets and liabilities. SFAS No. 157 also expands disclosure requirements regarding methods used to measure fair value and the effects on earnings. SFAS No. 157 is effective as of the first quarter of 2008.

• SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statements No. 115” (SFAS No. 159), provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159 is effective as of the first quarter of 2008.

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Note 2 Investment Securities

The following is a summary of investment securities classified as Available-for-Sale at December 31:

	2006									2005
(Millions)	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
American Express Credit Account Master Trust Class C Notes	$	—	$	—	$	—		$	—	$	19	$	—	$	—		$	19
U.S. Treasury and government agency securities		2,294		7		(2	)		2,299		3,001		—		(24	)		2,977
U.S. Treasury and government agency securities – restricted (a)		714		2		—			716		—		—		—			—
Total	$	3,008	$	9	$	(2	)	$	3,015	$	3,020	$	—	$	(24	)	$	2,996

^(a) U.S. Treasury and government agency securities - restricted at December 31, 2006, represented $716 million of securities loaned out on an overnight basis to financial institutions under the securities lending program described on page F-15. At December 31, 2005, there were no securities loaned out.

The following tables provide information about Available-for-Sale investment securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2006 and 2005:

As of December 31, 2006 (Millions)	Less than 12 months					12 months or more				Total
Description of Securities	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury and government agency securities	$	1,006	$	(2	)	$	—	$	—	$	1,006	$	(2	)
Total	$	1,006	$	(2	)	$	—	$	—	$	1,006	$	(2	)

During 2006 U.S. Treasury and government agency securities - restricted were in an insignificant continuous unrealized loss position of less than twelve months.

As of December 31, 2005 (Millions)	Less than 12 months				12 months or more					Total
Description of Securities	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. Treasury and government agency securities	$	397	$	—	$	2,183	$	(24	)	$	2,580	$	(24	)
Total	$	397	$	—	$	2,183	$	(24	)	$	2,580	$	(24	)

Credco reviews and evaluates investment securities on a quarterly basis to identify investment securities that have indications of possible other-than-temporary impairments. Accordingly, Credco considers the extent to which amortized cost exceeds fair value and the duration and size of that difference. A key metric in performing this evaluation is the ratio of fair value to amortized cost.

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The following table summarizes the unrealized losses of temporary impairments by ratio of fair value to amortized cost as of December 31, 2006:

(Millions, except number of securities)	Less than 12 months							12 months or more						Total
Ratio of Fair Value to Amortized Cost	Number of Securities		Fair Value		Gross Unrealized Losses			Number of Securities		Fair Value		Gross Unrealized Losses		Number of Securities		Fair Value		Gross Unrealized Losses
95%–100%		3	$	1,006	$	(2	)		—	$	—	$	—		3	$	1,006	$	(2	)
Total		3	$	1,006	$	(2	)		—	$	—	$	—		3	$	1,006	$	(2	)

Credco has the ability and the intent to hold these securities for a time sufficient to recover the unrealized losses and expects that contractual principal and interest will be received on these securities.

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

The following table presents the components of the change in other comprehensive income (loss) for the years ended December 31:

(Millions, net of tax)	2006		2005			2004
Unrealized gains (losses)	$	5	$	(16	)	$	(25	)
Reclassification for realized losses (gains)		16		25			(11	)
Net unrealized securities gains (losses) in other comprehensive income (loss)	$	21	$	9		$	(36	)

The following is a distribution of Available-for-Sale investment securities by maturity as of December 31, 2006:

(Millions)	Cost		Fair Value
Due after 1 year through 5 years	$	3,008	$	3,015
Total	$	3,008	$	3,015

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

(Millions)	2006		2005
Purchases	$	3,012	$	792
Sales	$	—	$	—
Maturities	$	3,019	$	979

During 2006, $19 million of Class C Notes and $3.0 billion of U.S. Treasury securities matured, respectively.

In conjunction with its liquidity investment portfolio, Credco entered into securities lending agreements in June 2006 with other financial institutions. Under these agreements, certain investment securities are loaned on an overnight basis to financial institutions and are secured by collateral equal to at least 102 percent of the fair market value of the investment securities lent. Collateral received by Credco can be in the form of cash or

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marketable U.S. Treasury or government agency securities. Credco may only retain or sell these securities in the event of a borrower default. Credco’s loaned investment securities are considered restricted and pledged assets and, therefore, have been reclassified as investment securities restricted on the Consolidated Balance Sheet. The marketable securities received as collateral are not recorded in its Consolidated Balance Sheet, as Credco is not permitted to sell or repledge these securities absent a borrower default. Fees received from the securities lending transactions are recorded as interest income from investments. At December 31, 2006, approximately $716 million of investment securities were loaned under these agreements.

Note 3 Cardmember Receivables and Loans

At December 31, 2006 and 2005, Credco owned $27.6 billion and $24.4 billion, respectively, of cardmember receivables and participation interests in cardmember receivables. For the years ended December 31, 2006 and 2005, Credco purchased $279.9 billion and $258.7 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 without recourse by CRC 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 and its subsidiaries. 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 American Express Master Trust (AEMT) by TRS, which together with its subsidiaries originated the receivables. 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, 2006 and 2005, CRC owned approximately $8.2 billion and $8.6 billion, respectively, of participation interests purchased from RFC V.

At December 31, 2006 and 2005, Credco owned cardmember loans totaling $0.3 billion and $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 American Express Bank Ltd. customers. For the years ended December 31, 2006 and 2005, Credco purchased $1.1 billion and $1.2 billion, respectively, of cardmember loans. At December 31, 2006, CRC did not own any participation interests in cardmember loans.

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

Years Ended December 31, (Millions)	2006			2005			2004
Reserve for losses:
Balance at beginning of year	$	686		$	610		$	737
Additions:
Provision for losses charged to income (1)		747			834			815
Other credits (2)		11			552			53
Deductions:
Accounts written-off		690			772			841
Other charges (3)		5			538			154
Balance at end of year	$	749		$	686		$	610
Reserve for losses as a percentage of gross cardmember receivables and loans owned at year-end		2.66	%		2.73	%		2.70	%

(1)	Does not include recoveries on accounts previously written-off of $158 million, $172 million and $187 million in 2006, 2005 and 2004, 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, 2006 and 2005, Credco had loans to affiliates outstanding of $9.7 billion and $8.3 billion. Such amounts represent intercompany borrowings by other wholly-owned TRS subsidiaries and American Express. Of the $9.7 billion outstanding as of December 31, 2006, $6.9 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, at December 31, was as follows:

(Millions)	2006											2005
	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
Commercial paper	$	5,782	$	—		5.23	%		—		—	$	7,742	$	—		4.19	%		—		—
Other notes payable		101		—		5.18	%		—		—		197		—		4.40	%		—		—
Total	$	5,883	$	—		5.23	%					$	7,939	$	—		4.20	%

^(a) For floating rate debt issuances, the stated and effective interest rates were based on the respective rates at December 31, 2006 and 2005. These rates are not an indication of future interest rates.

As of December 31, 2006, there were no derivative financial instruments outstanding designated as hedges of the outstanding commercial paper. Credco has designated the interest rate risk associated with cash flows of future commercial paper issuances as part of its ongoing hedging program. The notional amount as of December 31, 2006, of such designated derivative financial instruments was $1.0 billion, reflecting the hedge of future cash flows of anticipated issuances in 2007 through 2008. See Note 7 for additional discussion of Credco’s cash flow hedging strategies.

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At December 31, 2006 and 2005, short-term debt with affiliates was $9.6 billion and $8.0 billion, respectively.

Credco has various facilities available to obtain short-term funding, including the issuance of commercial paper and agreements with banks. At December 31, 2006, there were no short-term borrowings under uncommitted lines of credit. At December 31, 2005, Credco, through AEOCC, had short-term borrowings under uncommitted lines of credit totaling $41 million. Unused lines of credit available to support commercial paper borrowings were approximately $8.1 billion and $9.3 billion at December 31, 2006 and 2005, respectively. Credco pays fees to the financial institutions that provide these credit line facilities.

Credco paid $615 million, $494 million and $480 million of interest on short-term debt obligations in 2006, 2005 and 2004, respectively.

Note 5 Long-Term Debt

Credco’s long-term debt outstanding, defined as debt with original maturities of one year or greater, at December 31 was as follows:

(Millions)	2006									2005
	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 2007-2017 (b)	$	19,037	$	4,161	5.10	%	5.10	%	2008 -2015	$	13,600	$	6,350	4.48	%	2.99	%	2006-2015
Borrowings under Bank Credit Facilities due 2009		2,753		916	6.69	%	6.49	%	2007-2010		3,329		2,023	5.25	%	5.52	%	2006-2010
Total	$	21,790	$	5,077	5.30	%				$	16,929	$	8,373	4.64	%

(a)	For floating rate debt issuances, the stated and effective interest rates were based on the respective rates at December 31, 2006 and 2005. These rates are not indicative 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, 2011, respectively.

The above table includes the current portion of long-term debt of $3.4 billion and $2.3 billion at December 31, 2006 and 2005, respectively. Aggregate annual maturities of long-term debt are as follows (billions): 2007, $3.4; 2008, $7.3; 2009, $7.2; 2010, $2.0; 2011, $1.5 and thereafter, $0.4.

As of December 31, 2006, 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 $40 million, reflecting the hedge of future cash flows of anticipated issuances in 2008 through 2010. See Note 7 for additional discussion of Credco’s cash flow hedging strategies.

Credco paid interest on long-term debt obligations of $930 million, $603 million and $319 million in 2006, 2005 and 2004, respectively.

Other financial institutions have committed to extend lines of credit to Credco of $10.8 billion and $12.6 billion at December 31, 2006 and 2005, respectively. Of these amounts, $8.1 billion and $9.3 billion remained available for use as of December 31, 2006 and 2005, 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.

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Note 7 Derivatives and Hedging Activities

Credco uses derivative financial instruments to manage exposure to various market risks. The value of derivative instruments is derived from an underlying variable or multiple variables, including commodity, equity, foreign exchange and interest rate indices or prices. 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 that risk, Credco’s counterparties are all required to be pre-approved and rated as investment grade or higher. Additionally, Credco enters into master netting agreements with its counterparties wherever practical.

The following table summarizes the total fair value, excluding accruals, of derivative product assets and liabilities at December 31:

(Millions)	2006				2005
	Assets		Liabilities		Assets		Liabilities
Cash flow hedges	$	26.9	$	11.1	$	91.2	$	2.2
Fair value hedges		—		3.8		4.3		—
Derivatives not designated as hedges		1.5		14.0		15.1		5.3
Total fair value, excluding accruals	$	28.4	$	28.9	$	110.6	$	7.5

The following table summarizes the income effects of derivatives for the years ended December 31:

(Millions)	2006			2005			2004
Cash flow hedges (a):
Ineffective net (losses) gains	$	(0.7	)	$	0.8		$	0.7
Gains on forecasted transactions no longer probable to occur	$	—		$	—		$	16
Reclassification of realized gains (losses) from other comprehensive income (loss), net of tax of $37, $(4), and $(76),    respectively	$	69		$	(8	)	$	(142	)

^(a) There were no (losses) gains due to exclusion from the assessment of hedge effectiveness for 2006, 2005 and 2004.

For fair value hedges, there were no gains or losses on derivative transactions or portions thereof that were excluded from the assessment of hedge effectiveness and no hedge ineffectiveness was recognized for the years ended December 31, 2006, 2005 and 2004.

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The following table summarizes the net change in accumulated other comprehensive income (loss) of derivatives for the years ended December 31:

(Millions)	2006			2005		2004
Cash flow hedges:
Unrealized gains, net of tax of $12, $32 and $14, respectively	$	22		$	60	$	26
Reclassification for realized (gains) losses, net of tax of $(37), $4 and $76, respectively		(69	)		8		142
Net change in accumulated other comprehensive income (loss)	$	(47	)	$	68	$	168
Net investment hedges:
Net losses related to hedges in cumulative translation adjustment	$	(15	)	$	—	$	—
Net change in accumulated other comprehensive income (loss)	$	(15	)	$	—	$	—

Cash Flow Hedges

A cash flow hedge is a derivative designated to hedge the exposure of variable future cash flows that is attributable to a particular risk associated with an existing recognized asset or liability or a forecasted transaction. Credco uses interest rate products (primarily interest rate swaps) to manage funding costs and interest rate risk. These swaps are used to achieve a targeted mix of fixed and floating rate funding, as well as to protect Credco from interest rate risk by hedging 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.

As of December 31, 2006 and 2005, net unrealized derivatives gains, net of tax, reflected in accumulated other comprehensive income were $10 million and $57 million, respectively.

At December 31, 2006, Credo expects to reclassify $10 million of net pretax gains on derivative instruments from accumulated other comprehensive income (loss) to earnings during the next twelve months. 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 income (loss) into earnings may be accelerated and all future market value fluctuations of the derivative will be reflected in earnings.

Currently, the longest period of time over which Credco is hedging exposure to variability in future cash flows is approximately four years, which is related to long-term debt.

Fair Value Hedges

A fair value hedge is a derivative designated to hedge the exposure of future changes in the fair value of an asset or a liability, or an identified portion thereof that is attributable to a particular risk. Credco is exposed to interest rate risk associated with fixed-rate debt and, from time to time, uses interest rate swaps to convert certain fixed-rate debt to floating-rate.

Net Investment Hedges

A net investment hedge in a foreign operation is a derivative used to hedge future changes in currency exposure of a net investment in a foreign operation. Credco designates foreign currency derivatives, primarily forward agreements, as hedges of net investments in certain foreign operations. These derivatives reduce exposure to changes in currency exchange rates on Credco’s investments in non-U.S. subsidiaries.

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Derivatives not Designated as Hedges

Credco has economic hedges that either do not qualify or are not designated for hedge accounting treatment. Foreign currency transactions and non-U.S. dollar cash flow exposures are economically hedged, where practical, through foreign currency contracts, primarily forward contracts, foreign currency options and cross-currency swaps, and generally mature within one year. Foreign currency contracts involve the purchase and sale of a designated currency at an agreed upon rate for settlement on a specified date. The following table provides the total fair value, excluding accruals, of these derivative products assets and liabilities as of December 31:

(Millions)	2006				2005
	Assets		Liabilities		Assets		Liabilities
Foreign currency transactions	$	1.5	$	10.1	$	5.5	$	2.1
Interest rate swaps		—		3.9		9.6		3.2
Total fair value, excluding accruals	$	1.5	$	14.0	$	15.1	$	5.3

Note 8 Variable Interest Entities

During the second quarter of 2004, Credco established a variable interest entity (American Express Canada Credit Corporation) 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, 2006 and 2005 were $2.2 billion and $1.8 billion, respectively. Total liabilities as of December 31, 2006 and 2005 were $2.0 billion and $1.7 billion, respectively. Credco has no significant interest in a VIE for which it is not considered the primary beneficiary.

Note 9 Transactions with Affiliates

In 2006, 2005 and 2004, Credco purchased cardmember receivables and loans without recourse from TRS and certain of its subsidiaries totaling approximately $281.0 billion, $259.9 billion and $240.1 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, CRC held American Express Credit Account Master Trust Class C Notes with a fair value of $19 million. During 2006, the remaining Class C Notes matured.

At December 31, 2006 and 2005, CRC owned approximately $8.2 billion and $8.6 billion, respectively, of participation interests purchased from RFC V, representing approximately 29 percent and 34 percent of Credco’s total cardmember receivables and loans, respectively. At December 31, 2006 and 2005, there was no participation interest in cardmember loans owned by CRC.

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

December 31, (Millions)	2006		2005		2004
Cash and cash equivalents	$	5	$	7	$	8
Maximum month-end level of cash and cash equivalents during the year		145		10		11
Loans with affiliates		9,691		8,254		7,039
Maximum month-end level of loans with affiliates during the year		9,691		8,254		7,039
Short-term debt with affiliates		9,586		8,043		5,465
Maximum month-end level of borrowings during the year		9,719		8,145		8,170
Interest income		523		396		119
Other income		6		6		4
Interest expense		333		198		105
Service fees		93		2		25

Credco’s loans with affiliates represent fixed and floating rate interest-bearing intercompany borrowings by other wholly-owned TRS subsidiaries and American Express. Of the $9.7 billion outstanding as of December 31, 2006, $6.9 billion is due to the transfer of cardmember receivables and cardmember loans with recourse and is collateralized by third-party assets owned by American Express or TRS and its subsidiaries.

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

(Millions)	2006		2005
TRS Parent	$	531	$	750
TRS Subsidiaries:
American Express Services Europe Limited		3,360		2,799
American Express Australia Limited		3,529		2,489
Amex Bank of Canada		2,166		1,797
American Express International, Inc.		105		419
Total	$	9,691	$	8,254

On February 9, 2007, the loan with TRS Parent of $531 million was repaid.

The above transactions were based on negotiated pricing between Credco and its related parties and this pricing is intended to approximate market terms, even though comparable market pricing for unrelated parties may not be readily available in all circumstances.

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Note 10 Fair Values of Financial Instruments

The following table discloses fair value information of Credco’s financial assets and liabilities as of December 31:

(Billions)	2006				2005
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial Assets:
Assets for which carrying values equal or approximate fair value	$	31	$	31	$	29	$	29
Loans with affiliates	$	10	$	10	$	8	$	8
Financial Liabilities:
Liabilities for which carrying values equal or approximate fair value	$	16	$	16	$	17	$	17
Long-term debt	$	22	$	22	$	17	$	17

The fair values of these financial instruments are estimates based upon market conditions and perceived risks as of December 31, 2006 and 2005 and require management judgment. These figures may not be indicative of their future fair values. The fair value of Credco, therefore, cannot be estimated by aggregating the amounts presented. The following methods were used to determine fair values. Financial assets and liabilities for which carrying values equal or approximate fair values include cash and cash equivalents, cardmember receivables, cardmember loans, loans with affiliates, short-term debt and floating rate long-term debt, the carrying value approximates fair value because these are short-term in duration, variable rate in nature or recorded at fair value on the Consolidated Balance Sheets. Generally, investment securities are carried at fair value on the Consolidated Balance Sheets and gains and losses are recognized in the Consolidated Statements of Income upon disposition of the securities or when management determines that a decline in value is other-than-temporary. Derivative financial instruments are also carried at fair value on the Consolidated Balance Sheets, with gains and losses recognized in the Consolidated Statements of Income or Consolidated Balance Sheets based upon the nature of the derivative. For floating rate long-term debt that reprices within one year, fair value approximates carrying value. For other long-term debt fair value is estimated using either quoted market prices or discounted cash flows based on Credco’s current borrowing rates for similar types of borrowing.

Note 11 Significant Credit Concentrations

Credit concentrations arise when customers operate in similar industries, economic sectors or geographic regions. Credco’s customers operate in diverse industries, economic sectors and geographic regions. Therefore, management does not expect any material adverse consequences to Credco’s financial position, results of operations or cash flows 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.

American Express is under continuous examination by the Internal Revenue Service (IRS) and tax authorities in other countries and states in which American Express has significant business operations. The tax years under examination vary by jurisdiction. The examination currently being conducted by the IRS covers 1997-2004. Due to the inherent complexities of the business and given Credco is subject to taxation in a substantial number of jurisdictions, Credco is required to make certain judgments and estimates. Credco routinely assesses the

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likelihood of additional assessments in each of the taxing jurisdictions, and has established tax reserves that Credco believes to be adequate. Once established, reserves are adjusted if more accurate information is available, or a change in circumstance or an event occurs necessitating a change to the reserves.

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

(Millions)	2006			2005			2004
Current income tax provision:
U.S. federal	$	94		$	34		$	39
Non-U.S.		7			19			6
Total current provision		101			53			45
Deferred income tax (benefit) provision:
U.S. federal		(6	)		(3	)		30
Total deferred (benefit) provision		(6	)		(3	)		30
Total income tax provision	$	95		$	50		$	75

A reconciliation of the U.S. federal statutory rate of 35 percent to Credco’s effective income tax rate for 2006, 2005 and 2004 was as follows:

	2006			2005			2004
Combined tax at U.S. statutory rate		35.0	%		35.0	%		35.0	%
Changes in taxes resulting from:
Non-U.S. income taxes at rates other than U.S. statutory rate		(21.8	)		(24.2	)		(10.7	)
Effective tax rates		13.2	%		10.8	%		24.3	%

Accumulated earnings of certain non-U.S. subsidiaries, which totaled approximately $889 million at December 31, 2006, are intended to be permanently reinvested outside the United States. Accordingly, federal taxes, which would have aggregated approximately $300 million, have not been provided on those earnings.

Credco records a deferred income tax (benefit) provision when there are 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 are reflected in the following table:

(Millions)	2006		2005
Deferred tax assets:
Reserves not yet deducted for tax purposes	$	241	$	236
Net unrealized securities losses		—		8
Net unrealized pension and other postretirement benefit costs		1		—
Total deferred tax assets		242		244
Deferred tax liabilities:
Net unrealized derivative gains		5		31
Net unrealized securities gains		3		—
Other		8		8
Total deferred tax liabilities		16		39
Net deferred tax assets	$	226	$	205

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In 2006 and 2005, due to affiliates included current federal taxes payable to TRS of $24 million and $54 million, respectively.

Income taxes paid by Credco during 2006, including taxes paid to TRS, was $139 million. Income taxes refunded to Credco during 2005, including taxes refunded by TRS, was $12 million. Income taxes paid by Credco during 2004, including taxes paid to TRS, was $79 million. These amounts 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 (benefit) provision amounts:

(Millions)	2006			2005		2004
Net unrealized securities gains (losses)	$	11		$	5	$	(19	)
Net unrealized derivative (losses) gains		(26	)		37		90
Net unrealized pension and other postretirement benefit costs		1			—		—
Income tax (benefit) provision	$	(14	)	$	42	$	71

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 Credco’s revenues and pretax income in different geographic regions:

(Millions)	2006		2005		2004
Revenues
United States	$	2,140	$	1,561	$	1,196
International		877		715		636
Consolidated		3,017		2,276		1,832
Pretax income
United States		607		353		223
International		110		112		86
Consolidated	$	717	$	465	$	309

Note 14 Quarterly Financial Data (Unaudited)

	2006								2005
Quarters Ended, (Millions)	12/31		9/30		6/30		3/31		12/31		9/30		6/30		3/31
Revenues	$	866	$	818	$	689	$	644	$	659	$	547	$	575	$	495
Pretax income		193		181		199		144		119		103		139		104
Net income		169		160		167		126		124		92		104		95

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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)	Registrant’s Debt Securities Indenture dated as of June 1, 2006	Incorporated by reference to Exhibit 4(a) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(c)	Form of Supplemental Indenture providing for an additional Trustee	Incorporated by reference to Exhibit 4(b) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(d)	Form of Note with optional redemption provisions	Incorporated by reference to Exhibit 4(c) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).

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4(e)	Form of Note with optional redemption and sinking fund provisions	Incorporated by reference to Exhibit 4(d) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(f)	Form of Original Issue Discount Note with optional redemption provisions	Incorporated by reference to Exhibit 4(e) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(g)	Form of Zero Coupon Note with optional redemption provisions	Incorporated by reference to Exhibit 4(f) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(h)	Form of Variable Rate Note with optional redemption and repayment provisions	Incorporated by reference to Exhibit 4(g) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(i)	Form of Extendible Note with optional redemption and repayment provisions	Incorporated by reference to Exhibit 4(h) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(j)	Form of Fixed Rate Medium-Term Note	Incorporated by reference to Exhibit 4(i) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(k)	Form of Floating Rate Medium-Term Note	Incorporated by reference to Exhibit 4(j) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).

E-2

4(l)	Form of Warrant Agreement	Incorporated by reference to Exhibit 4(k) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(m)	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(n)	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(o)	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(p)	Form of Senior Floating Rate Note Extendible Liquidity Securities® (EXLs®)	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(q)	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(r)	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.
4(s)	Form of extendible monthly securities	Incorporated by reference to Exhibit 4(n) to Registrant’s Current Report on Form 8-K (Commission File No. 1-6908) dated June 22, 2006.

E-3

4(t)	Form of Permanent Global Registered Fixed Rate Medium-Term Senior Note, Series C	Incorporated by reference to Exhibit 4(l) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(u)	Form of Permanent Global Registered Floating Rate Medium-Term Senior Note, Series C	Incorporated by reference to Exhibit 4(m) to Registrant’s Registration Statement on Form S-3 dated June 8, 2006 (File No. 333-134864).
4(v)	Conditions of Medium-Term Notes to be issued outside the United States under the Registrant’s Australian Debt Issuance Program	Electronically filed herewith.
4(w)	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.
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.
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.

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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 David L. Yowan, Chief Financial Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended	Electronically filed herewith.
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 David L. Yowan, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Electronically filed herewith.

E-5

EX-4.(V)

EXHIBIT 4.(v)

MTN Conditions

The following are the MTN Conditions which, as supplemented, amended, modified or replaced in relation to any MTN by any relevant Supplement, apply to each Series of MTNs constituted by the Note Deed Poll described below. References below to the “Supplement” are references to any Supplement applicable to the relevant Tranche of MTNs but do not limit the provisions which may be supplemented, amended, modified or replaced by a relevant Supplement in relation to that particular Tranche of MTNs.

Each Holder and any person claiming through or under a Holder is deemed to have notice of, and is bound by, these Conditions, the Note Deed Poll, the Information Memorandum, the applicable Agency Agreement and any applicable Supplement.

Copies of the above documents (to the extent they relate to a Tranche of MTNs) will be available for inspection by Holders of any MTN of such Tranche during normal business hours at the respective offices of the Issuer and the Registrar.

Definitions and interpretation provisions are set out in Condition 1 (“Interpretation”). All capitalised terms that are not defined in these Conditions will have the meanings given to them in the applicable Supplement. References in these conditions to “MTNs” are to the MTNs of one specific Series only, not to all MTNs that may be issued under the Programme.

Part 1 Introduction

1	Interpretation
(a)	Definitions
	In these Conditions the following expressions have the following meanings:
	Additional Amount means an additional amount payable by the Issuer under Condition 13 (“Taxation”).
	Agency Agreement means:
	(a)	the Australian Registry Services Agreement;
	(b)	the New Zealand Registry Services Agreement; or
	(c)	any other agency agreement entered into by the Issuer in relation to an issue of MTNs.
	Agent means:
	(a)	in the case of an issue of Australian Domestic MTNs, the Australian Registrar;
	(b)	in the case of an issue of New Zealand Domestic MTNs, the New Zealand Registrar;
	(c)	the Calculation Agent; and
	(d)	such other person appointed by the Issuer in relation to any MTNs from time to time.
	Amortised Face Amount means, in relation to an MTN, an amount equal to the sum of:
	(a)	the issue price specified in the Supplement; and

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(b)	the amount resulting from the application of the amortisation yield specified in the Supplement (compounded annually) to the issue price (as specified in the Supplement) from (and including) the Issue Date specified in the Supplement to (but excluding) the date fixed for redemption or (as the case may be) the date the MTN becomes due and repayable.
If the calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year must be made on the basis of the Day Count Fraction specified in the Supplement. Austraclear means Austraclear Limited (ABN 94 002 060 773). Austraclear New Zealand Regulations means the regulations known as the “Austraclear New Zealand System Rules” established by the Reserve Bank of New Zealand to govern the use of the Austraclear New Zealand System. Austraclear New Zealand System means the system operated by the Reserve Bank of New Zealand in New Zealand for holding securities and electronic recording and settling of transactions in those securities between members of that system. Austraclear Regulations means the regulations known as the “Austraclear System Regulations” established by Austraclear to govern the use of the Austraclear System. Austraclear System means the system operated by Austraclear in Australia for holding securities and electronic recording and settling of transactions in those securities between members of the system. Australian Domestic MTN means an MTN issued in the Australian domestic markets and specified as such in the applicable Supplement. Australian Registrar means, in relation to Australian Domestic MTNs, Austraclear Services Limited (ABN 33 051 775 556) or such other person appointed by the Issuer pursuant to the Australian Registry Services Agreement to maintain a Register in relation to Australian Domestic MTNs and perform such payment and other duties as specified in that agreement. Australian Registry Services Agreement means the agreement titled “Agency and Registry Services Agreement” dated on or about the date of this agreement between the Issuer and the Australian Registrar. Australian Tax Act means the Income Tax Assessment Act of 1936 of Australia and, where applicable, the Income Tax Assessment Act 1997 of Australia. Business Day means a day on which banks are open for general banking business in:
(a)	for Australian Domestic MTNs, Sydney, Australia;
(b)	for New Zealand Domestic MTNs, Auckland and Wellington, New Zealand,
and in each (if any) Relevant Financial Centre specified in the Supplement (not being a Saturday, Sunday or public holiday in that place) and, if an MTN is to be issued or paid on that day, a day on which each Clearing System is operating. Business Day Convention means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the following conventions, where specified in the Supplement in relation to any date applicable to any MTN, have the following meanings:
(a)	“Floating Rate Convention” means that the date is postponed to the next following day which is a Business Day unless that day falls in the next calendar month, in which event:

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	(i)	that date is brought forward to the first preceding day that is a Business Day; and
	(ii)	each subsequent Interest Payment Date is the last Business Day in the month which falls the number of months or other period specified as the Interest Period in the Supplement after the preceding applicable Interest Payment Date occurred;
(b)	“Following Business Day Convention” means that the date is postponed to the first following day that is a Business Day;
(c)	“Modified Following Business Day Convention or Modified Business Day Convention” means that the date is postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date is brought forward to the first preceding day that is a Business Day;
(d)	“Preceding Business Day Convention” means that the date is brought forward to the first preceding day that is a Business Day; and
(e)	“No Adjustment” means that the relevant date must not be adjusted in accordance with any Business Day Convention.
If no convention is specified in the Supplement, the Following Business Day Convention applies. Different conventions may be specified in relation to, or apply to, different dates. Calculation Agent means the Registrar or any other person specified in the Supplement as the party responsible for calculating the Interest Rate and other amounts required to be calculated under these Conditions. Clearing System means:
(a)	the Austraclear System;
(b)	the Austraclear New Zealand System; or
(c)	any other clearing system specified in the Supplement.
Corporations Act means the Corporations Act 2001 of Australia. Custodian means New Zealand Central Securities Depositary Limited or any other entity appointed from time to time by the Operator, under the Austraclear New Zealand Regulations, as custodian trustee to hold securities on the Austraclear New Zealand System. Day Count Fraction means, in respect of the calculation of interest for any period of time (“Calculation Period”), the day count fraction specified in the Supplement and:
(a)	if “Actual/Actual (ICMA)”is so specified, means:
	(i)	where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods normally ending in any year; and
	(ii)	where the Calculation Period is longer than one Regular Period, the sum of:

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		(I)	the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
		(II)	the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods normally ending in any year;
(b)	if “Actual/365” or “Actual/Actual (ISDA) ”is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of:
	(i)	the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366; and
	(ii)	the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
(c)	if “Actual/365 (Fixed) ”is so specified, means the actual number of days in the Calculation Period divided by 365;
(d)	if “Actual/360” is so specified, means the actual number of days in the Calculation Period divided by 360;
(e)	if “30/360” is so specified, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with twelve 30-day months unless:
	(i)	the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day is not considered to be shortened to a 30-day month; or
	(ii)	the last day of the Calculation Period is the last day of the month of February, in which case the month of February is not considered to be lengthened to a 30-day month);
(f)	if “30E/360 ” or“Eurobond Basis” is so specified means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with twelve 30-day months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of a Calculation Period ending on the Maturity Date, the Maturity Date is the last day of the month of February, in which case the month of February is not considered to be lengthened to a 30-day month);
(g)	if “RBA Bond Basis” or “Australian Bond Basis” is so specified, means one divided by the number of Interest Payment Dates in a year; and
(h)	any other day count fraction specified in the Supplement.
Debt means all obligations that in accordance with generally accepted accounting principles would be included in determining the total liabilities of an entity and all obligations guaranteeing the debt of any third person. Denomination means the notional face value of an MTN specified in the Supplement. Event of Default means an event so described in Condition 15 (“Events of Default”).

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Extraordinary Resolution has the meaning given in the Meetings Provisions. Fixed Rate MTN means an MTN on which interest is calculated at a fixed rate payable in arrears on a fixed date or fixed dates in each year and on redemption or on any other dates as specified in the Supplement. Floating Rate MTN means an MTN on which interest is calculated at a floating rate payable 1, 2, 3, 6, or 12 monthly or in respect of any other period or on any date specified in the Supplement. Governmental Agency means any government or any governmental, semi-governmental, administrative, fiscal or judicial body, department, commission, authority, tribunal, agency or entity. It also includes a self-regulatory organisation established under statute or a stock exchange. Holder means, in respect of an MTN, the person whose name is entered in the Register as the holder of that MTN. For the avoidance of doubt, where an MTN is held in a Clearing System, references to a Holder include the operator of that system or a nominee for that operator or a common depository for one or more Clearing Systems (in each case acting in accordance with the rules and regulations of the Clearing System or Systems). Index Linked MTN means an MTN in respect of which the amount payable in respect of interest is calculated by reference to an index or a formula or both as specified in the Supplement. Information Memorandum in respect of an MTN means the information memorandum, disclosure document (as defined in the Corporations Act) or other offering document referred to in the Supplement. Instalment Amounts has the meaning given in the Supplement. Instalment MTN means an MTN which is redeemable in one or more instalments, as specified in the Supplement. Interest Commencement Date means, for an MTN, the Issue Date of the MTN or any other date so specified in the Supplement. Interest Determination Date has the meaning given in the Supplement. Interest Payment Date means each date so specified in, or determined in accordance with, the Supplement. Interest Period means each period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next Interest Payment Date. However:
(a)	the first Interest Period commences on (and includes) the Interest Commencement Date; and
(b)	the final Interest Period ends on (but excludes) the Maturity Date.
Interest Rate means, for an MTN, the interest rate (expressed as a percentage per annum) payable in respect of that MTN specified in the Supplement or calculated or determined in accordance with these Conditions and the Supplement. ISDA Definitions means the 2000 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. (as supplemented, amended and updated as at the Issue Date of the first Series or Tranche of the MTNs of the Series).

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Issue Date means the date on which an MTN is, or is to be issued, as specified in, or determined in accordance with, the Supplement.

Issuer means American Express Credit Corporation.

Issuer's Borrowing Base means the sum of:

(a)	the outstanding Debt owed by the Issuer to American Express Company, or a Subsidiary of American Express Company, that has been subordinated to the MTNs; plus
(b)	at any date, the aggregate stated value of all classes of the Issuer's capital stock plus the aggregate amount of the consolidated surplus, whether capital, earned or other, of the Issuer and its consolidated Subsidiaries, calculated in accordance with generally accepted accounting principles;

Margin means the margin specified in, or determined in accordance with, the Supplement.

Maturity Date means, the date so specified in, or determined in accordance with, the Supplement.

Meetings Provisions means the provisions relating to meetings of Holders set out in the schedule to the Note Deed Poll.

MTN means amedium term debt obligation issued or to be issued by the Issuer which is constituted by, and owing under the Note Deed Poll, the details of which are recorded in, and evidenced by, entry in, the Register.

New Zealand Domestic MTN means an MTN issued in the New Zealand domestic markets and specified as such in the applicable Supplement.

New Zealand Registrar means, in relation to New Zealand Domestic MTNs, Computershare Investor Services Limited or such other person appointed by the Issuer pursuant to the New Zealand Registry Services Agreement to maintain a Register in relation to New Zealand Domestic MTNs and perform such payment and other duties as specified in that agreement.

New Zealand Registry Services Agreement means the agreement titled “Registrar and Paying Agency Agreement” dated on or about the date of this agreement between the Issuer and the New Zealand Registrar.

Note Deed Poll means the deed so entitled dated 15 November 2006 and executed by the Issuer.

Offshore Associate means an associate (as defined in section 128F of the Australian Tax Act) of the Issuer that either:

(a)	a non-resident of Australia which does not acquire the MTNs in carrying on a business at or through a permanent establishment in Australia; or
(b)	a resident of Australia that acquires the MTNs in carrying on a business at or through a permanent establishment outside Australia.

Operator means the Reserve Bank of New Zealand or its successor or replacement from time to time in its capacity as operator of the Austraclear New Zealand System.

Ordinary Resolution has the meaning given in the Meetings Provisions.

Partly Paid MTN means an MTN in relation to which the initial subscription moneys are payable to the Issuer in two or more instalments.

Process Agent means Emesco Agents Pty Ltd (ABN 38 000 405 265).

Record Date means:

         

(a)	for Australian Domestic MTNs, the close of business in the place where the Register is maintained on the eighth calendar day before the payment date;
(b)	for New Zealand Domestic MTNs, the close of business in the place where the Register is maintained on the tenth calendar day before the payment date; or
(c)	any other date so specified in the Supplement.
Redemption Amount means:
(a)	for an MTN (other than a Zero Coupon MTN or a Structured MTN), the outstanding principal amount as at the date of redemption;
(b)	for a Zero Coupon MTN, the Amortised Face Amount calculated as at the date of redemption; and

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(c)	for a Structured MTN, the amount determined by the Calculation Agent in the manner specified in the Supplement,
and also includes any final instalment and any other amount in the nature of a redemption amount specified in, or determined in accordance with, the Supplement or these Conditions. Reference Banks means the institutions so described in the Supplement or, if none, four major banks selected by the Calculation Agent in the market that is most closely connected with the Reference Rate. Reference Rate has the meaning given in the Supplement. Register means any register, including any branch register, of MTNs established and maintained by or on behalf of the Issuer in which is entered the names and addresses of Holders whose MTNs are carried on that register, the amount of MTNs held by each Holder and the Tranche, Series and date of issue and transfer of those MTNs, and any other particulars which the Issuer sees fit. Registrar means:
(a)	for Australian Domestic MTNs, the Australian Registrar;
(b)	for New Zealand Domestic MTNs, the New Zealand Registrar; and
(c)	any other party expressed to be the registrar in respect of any Tranche of MTNs in an Agency Agreement.
Regular Period means:
(a)	in the case of MTNs where interest is scheduled to be paid only by means of regular payments, each Interest Period;
(b)	in the case of MTNs where, apart from the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Interest Payment Date falls; and
(c)	in the case of MTNs where, apart from one Interest Period other than the first Interest Period, interest is scheduled to be paid only by means of regular payments, each period from and including a Regular Date falling in any year to but excluding the next Regular Date, where "Regular Date" means the day and month (but not the year) on which any Interest Payment Date falls other than the Interest Payment Date falling at the end of the irregular Interest Period.
Relevant Financial Centre has the meaning given in the Supplement. Relevant Indebtedness means any present or future indebtedness of the Issuer or a Subsidiary of the Issuer or any other person or entity in the form of, or represented by, bonds, notes, debentures, loan stock or other securities. Relevant Screen Page means:
(a)	the page, section or other part of a particular information service (including the Reuters Monitor Money Rates Service and the Dow Jones Telerate Service) specified as the Relevant Screen Page in the Supplement; or
(b)	any other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the person

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	providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate.
Relevant Time has the meaning given in the Supplement. Security Interest means any mortgage, pledge, lien or charge or any security or preferential interest or arrangement of any kind or any other right of, or arrangement with, any creditor to have its claims satisfied in priority to other creditors with, or from the proceeds of, any asset. Without limitation, it includes security by way of deposit of moneys or other property and title retention other than in the ordinary course of day-to-day trading, but does not include:
(i)	any lien arising by operation of law in the ordinary course of business;
(ii)	any charge or lien in favour of a Governmental Agency arising by operation of law;
(iii)	deposits of money or property in the ordinary course of business by way of security for the performance of statutory obligations, where there is no default in respect of the secured obligations.
(iv)	liens for taxes, assessments or governmental charges that are not at the time due or that are payable without penalty or as to which the Issuer or any of its Subsidiaries has not yet been officially assessed or notified or that are being contested in good faith by appropriate proceedings;
(v)	any security interest incidental to the conduct of business or the ownership of properties or assets that were not incurred in connection with the issuance or assumption of Debt, and that do not in the aggregate materially detract from the value of any properties or assets or materially impair their use in the operation of business;
(vi)	liens on deposits of money in connection with the provision of financial accomodation to any person in the ordinary course of business;
(vii)	any security interest on properties or assets of a Subsidiary of the Issuer to secure obligations of such Subsidiary to the Issuer or to one or more of the Issuer's Subsidiaries;
(viii)	any security interest existing on any tangible property of any corporation at the time it becomes a Subsidiary of the Issuer, or existing prior to the time of acquisition upon any tangible property acquired through purchase, merger or consolidation or otherwise, whether or not assumed or placed upon tangible property being constructed or acquired to secure all or a portion of the purhcase price thereof; or
(ix)	any extension, renewal or replacement, in whole or in part, of any mortgage, pledge, encumbrance, security interest or charge referred to in the foregoing clauses (i) to (viii) inclusive.
Security Record:
(a)	for Australian Domestic MTNs, has the meaning given to it in the Austraclear Regulations; and
(b)	for New Zealand Domestic MTNs, has the meaning given to the term “Security Account” in the Austraclear New Zealand Regulations.
Series means an issue of MTNs made up of one or more Tranches all of which form a single Series and are issued on the same Conditions except that the Issue Date and Interest Commencement Date may be different in respect of different Tranches of a Series. Specified Office means the office specified in the Information Memorandum or any other address notified to Holders from time to time. Structured MTN means:
(a)	an Index Linked MTN; or
(b)	an Instalment MTN.
Subsidiary of an entity means any corporation, partnership or other entity of which the first entity owns or controls, directly or indirectly more than 50% of the outstanding Voting Stock. Supplement means, in respect of a Tranche of MTNs, the pricing or other supplement in relation to such MTNs which may be in the form, or substantially in the form, set out in the Information Memorandum. Taxes means taxes, levies, imposts, charges and duties (including stamp and transaction duties) imposed by any authority together with any related interest, penalties, fines and expenses in connection with them except if imposed on, or calculated having regard to, the net income of a Holder. Tranche means an issue of MTNs specified as such in any applicable Supplement issued on the same Issue Date and on the same Conditions. United States means the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

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	United States Alien means any person who is, for United States federal income tax purposes, as to the United States:
	(a)	a foreign corporation;
	(b)	a foreign partnership any member of which is, as to the United States, a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust;
	(c)	a non-resident alien individual; or
	(d)	a non-resident alien fiduciary of a foreign estate or trust.
	Voting Stock shall mean stock or other interests evidencing ownership in a corporation, partnership or other entity which ordinarily has voting power for the election of directors, or other persons performing equivalent functions, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.
	Zero Coupon MTN means an MTN which does not carry entitlement to periodic payment of interest before the redemption date of the MTN and which is issued at a discount to its principal amount.
(b)	References to certain general terms
	Unless the contrary intention appears, a reference in these Conditions to:
	(i)	a group of persons is a reference to any two or more of them jointly and to each of them individually;
	(ii)	a document (including these Conditions) includes any variation or replacement of it;
	(iii)	law means common law, principles of equity and laws made by any parliament (and laws made by parliament include and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);
	(iv)	a directive means a treaty, an official directive, request, regulation, guideline or policy (whether or not having the force of law) with which responsible participants in the relevant market generally comply;
	(v)	Australian dollars or A$ is a reference to the lawful currency of Australia;
	(vi)	New Zealand dollars or NZ$ is a reference to the lawful currency of New Zealand;
	(vii)	a time of day is a reference to Sydney time;
	(viii)	the word “person” includes an individual, a firm, a body corporate, an unincorporated association and an authority;
	(ix)	a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
	(x)	an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
	(xi)	anything (including any amount) is a reference to the whole and each part of it;
	(xii)	the words “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and

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	(xiii)	a reference to an accounting term is to be interpreted in accordance with generally accepted principals in the United States applicable at the time.
(c)	References to particular terms
	Unless the contrary intention appears, in these Conditions:
	(i)	a reference to the Issuer, the Registrar, the Calculation Agent or another Agent is a reference to the person so specified in the Supplement;
	(ii)	a reference to the Agency Agreement is a reference to the Agency Agreement applicable to the MTNs of the relevant Series;
	(iii)	a reference to an MTN is a reference to an MTN of a particular Series issued by the Issuer specified in the Supplement;
	(iv)	a reference to a Holder is a reference to the holder of MTNs of a particular Series;
	(v)	if the MTNs are Zero Coupon MTNs or Structured MTNs which do not bear interest, references to interest are not applicable;
	(vi)	a reference to a particular date is a reference to that date adjusted in accordance with the applicable Business Day Convention; and
	(vii)	a reference to a Tranche is a reference to a Tranche of a particular Series.
(d)	References to principal and interest
	Unless the contrary intention appears, in these Conditions:
	(i)	any reference to “principal” is taken to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 13 (“Taxation”), all Instalment Amounts, any premium payable in respect of an MTN, and any other amount in the nature of principal payable in respect of the MTNs under these Conditions;
	(ii)	the principal amount of an MTN issued at a discount is to be taken as at any time to equal the lesser of:
		(i)	its Denomination; and
		(ii)	if specified in the Supplement, its Amortised Face Amount at that time;
	(iii)	the principal amount of an MTN which is to vary by reference to a schedule or formula (where such determination has been previously made in accordance with these Conditions) is to be taken as at any time to equal its varied amount;
	(iv)	the principal amount of a Partly Paid MTN is to be taken to equal its paid up principal amount;
	(v)	the principal amount of an Instalment MTN at any time is to be taken to be its Denomination less the total instalments repaid to the extent that such instalments relate to a repayment of principal;
	(vi)	any reference to “interest” is taken to include all interest payable and all other amounts in the nature of interest payable in respect of the MTNs under these Conditions; and
	(vii)	any reference to “interest” is taken to include any additional amounts in respect of interest which may be payable under Condition 13 (“Taxation”).

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(e)	Number
	The singular includes the plural and vice versa.
(f)	Headings
	Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of these Conditions.
(g)	Terms defined in Supplement
	Terms which are defined in any applicable Supplement as having a defined meaning have the same meaning when used in these Conditions but if any applicable Supplement gives no meaning or specifies that the definition is “Not Applicable”, then that definition is not applicable to the MTNs.
2	Introduction
(a)	Programme
	MTNs are issued under a debt issuance programme established by the Issuer.
(b)	Supplement
	MTNs are issued in Series. A Series may comprise one or more Tranches having one or more Issue Dates and on conditions otherwise identical (other than in respect of the first payment of interest). A Tranche is the subject of a Supplement which supplements, amends or replaces these Conditions. If there is any inconsistency between these Conditions and any applicable Supplement, that Supplement prevails.
	Copies of any applicable Supplement are available for inspection or on request by a Holder or prospective Holder during normal business hours at the Specified Office of the Issuer or the Registrar.
(c)	Types of MTNs
	An MTN may be:
	(i)	a Fixed Rate MTN; or
	(ii)	a Floating Rate MTN; or
	(iii)	a Zero Coupon MTN; or
	(iv)	a Structured MTN (being either an Index Linked MTN or an Instalment MTN),
		or a combination of the above (or any other type of debt obligation including a certificate of deposit), as specified in the relevant Supplement.
(d)	Denomination
	MTNs are issued in a single Denomination of A$10,000 unless otherwise specified in the relevant Supplement.
(e)	Currency
	MTNs are denominated in the currency specified in the relevant Supplement.

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(f)	Clearing Systems
	MTNs may be held in a Clearing System, in which case the rights of a person holding an interest in the MTNs lodged in the Clearing System are subject to the rules and regulations of the Clearing System.
(g)	Issue restrictions and tenor
	Unless otherwise specified in any relevant Supplement, MTNs may only be issued if:
	(i)	in the case of:
		(i)	Australian Domestic MTNs, the aggregate consideration payable to the Issuer by the relevant Holder is at least A$500,000 (or its equivalent in other currencies) (disregarding moneys lent by the Issuer or its associates to the Holder) or, if the offer or invitation for the issue of the MTNs otherwise does not require disclosure to investors under Part 6D.2 of the Corporations Act 2001 of Australia;
		(ii)	New Zealand Domestic MTNs, the aggregate consideration payable to the Issuer by the relevant Holder is not less than NZ$500,000 (disregarding any amount lent by the offeror, the Issuer or any associated person of the offeror or Issuer) or the New Zealand Domestic MTNs are issued to persons whose principal business is the investment of money or who in the course of and for the purposes of their business, habitually invest money within the meaning of the Securities Act 1978 of New Zealand; and
	(ii)	the issue complies with all other applicable laws.
Part 2 The MTNs
3	Form
(a)	Constitution under Note Deed Poll
	MTNs are debt obligations of the Issuer constituted by, and owing under, the Note Deed Poll.
(b)	Form
	MTNs are issued in registered form by entry in the Register.
(c)	No certificates
	No certificates will be issued to Holders unless the Issuer determines that certificates should be available or are required by any applicable law.
(d)	Status
	MTNs constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer.
(e)	Ranking
	MTNs rank equally among themselves and at least equally with all other unsubordinated and unsecured obligations of the Issuer except for liabilities mandatorily preferred by law.

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4	Restrictions on the Issuer
(a)	Negative pledge
	So long as any of the MTNs remain outstanding, the Issuer will not, and will ensure that none of its Subsidiaries will, create or permit to subsist any Security Interest upon the whole or any part of its present or future assets or revenues as security for any Relevant Indebtedness or any guarantee given in respect of any Relevant Indebtedness unless: (i) in the case of the creation of the Security Interest, prior to or simultaneously therewith, and in any other case, promptly, the Issuer either:
	(a)	grants or procures to be granted a Security Interest or Security Interests securing its obligations under the MTNs, equally and rateably in all respects so as to rank pari passu with the applicable Relevant Indebtedness or guarantee; or
	(b)	grants or procures to be granted such other Security Interest or Security Interests in respect of its obligations under the MTNs, as shall be approved by an Extraordinary Resolution of the Holders, or
	(c)	the aggregate amount of the secured Relevant Indebtedness of the Issuer and its Subsidiaries does not exceed 10% of the Issuers Borrowing Base.
(b)	Consolidation and merger
	The Issuer may, without the consent of the Holders consolidate with or merge into any other company, or sell, lease or convey all or substantially all of its assets to any company organised and existing under the laws of the United States of America, provided that:
	(A)	the company formed by or resulting from any such consolidation or merger or that has received such assets expressly assumes (in place of the Issuer) payment and delivery of all amounts payable (including Additional Amounts) and deliverable in respect of the MTNs and the performance and observance of these Conditions; and
	(B)	immediately after such consolidation or merger or receiving such assets, the Issuer and the successor company are not in default under these Conditions.
5	Title and transfer of MTNs
(a)	Title
	Title to MTNs passes when details of the transfer are entered in the Register.
(b)	Effect of entries in Register
	Each entry in the Register in respect of an MTN constitutes:
	(i)	an unconditional and irrevocable undertaking by the Issuer to the Holder to pay principal and (if applicable) interest and any other amount in accordance with these Conditions; and
	(ii)	an entitlement to the other benefits given to Holders under these Conditions in respect of the relevant MTN.
(c)	Register conclusive as to ownership
	Entries in the Register in relation to an MTN constitute conclusive evidence that the person so entered is the absolute owner of the MTN subject to correction for fraud or error.
(d)	Non-recognition of interests
	Except as required by law, the Issuer and the Registrar must treat the person whose name is entered in the Register as the holder of an MTN as the absolute owner of that MTN. This

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	Condition applies whether or not an MTN is overdue and despite any notice of ownership, trust or interest in the MTN.
(e)	Joint holders
	Where two or more persons are entered in the Register as the joint holders of an MTN then they are taken to hold the MTN as joint tenants with rights of survivorship, but the Registrar is not bound to register more than four persons as joint holders of an MTN.
(f)	Transfers in whole
	MTNs may be transferred in whole but not in part.
(g)	Compliance with laws
	MTNs may only be transferred if:
	(i)	in the case of Australian Domestic MTNs:
		(i)	the offer or invitation giving rise to the transfer does not constitute an offer or invitation for which disclosure is required to be made to investors under Part 6D.2 of the Corporations Act; and
		(ii)	the transfer complies with any applicable law or directive of the jurisdiction where the transfer takes place; and
	(ii)	in the case of New Zealand Domestic MTNs, the offer or invitation giving rise to the transfer does not require a registered prospectus under the Securities Act 1978 of New Zealand and the transfer, and the offer or invitation giving rise to the transfer, and complies with all other applicable laws and directives of New Zealand and the jurisdiction where the transfer takes place.
(h)	Transfer procedures
	Interests in MTNs held in a Clearing System are transferable only in accordance with the rules and regulations of that Clearing System.
	In particular, where the Custodian is the Holder and the MTN is lodged in the Austraclear New Zealand System, the Operator may, in its absolute discretion and, to the extent not prohibited by the Austraclear New Zealand Regulations, instruct the New Zealand Registrar to transfer the MTN to the person in whose Security Record that MTN is recorded without any consent or action of such transferee and, as a consequence, remove that MTN from the Austraclear New Zealand System.
	Application for the transfer of MTNs not held in a Clearing System must be made by the lodgment of a transfer form with the Registrar at its Specified Office. Transfer forms must be in the form available from the Registrar. Each transfer form must be:
	(a)	duly completed;
	(b)	accompanied by any evidence the Registrar may require to establish that the transfer form has been duly executed; and
	(c)	signed by, or on behalf of, both the transferor and the transferee.
		Transfers are registered without charge provided all applicable Taxes have been paid.
(i)	Effect of transfer
	Upon registration and entry of the transferee in the Register the transferor ceases to be entitled to future benefits under these Conditions in respect of the transferred MTNs and the

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	transferee becomes so entitled in accordance with Condition 5.2 (“Effect of entries in Register”).
(j)	[CHESS]
	[MTNs listed on the Australian Stock Exchange Limited (ABN 98 008 624 691) will not be transferred through, or registered on, the Clearing House Electronic Subregister System operated by the Australian Stock Exchange and will not be “Approved Financial Products” (as defined for the purposes of that system).]
5.11	Austraclear or Custodian as Holder
	If Austraclear or the Custodian is recorded in the Register as the Holder, each person in whose Security Record an MTN is recorded is taken to acknowledge in favour of the Issuer, the Registrar and the relevant Holder (and, if the Holder is the Custodian, the Operator) that:
	(i)	the Registrar’s decision to act as the Registrar of that MTN is not a recommendation or endorsement by the Registrar or the relevant Holder (or, if the Holder is the Custodian, the Operator) in relation to that MTN, but only indicates that the Registrar considers that the holding of the MTN is compatible with the performance by it of its obligations as Registrar under an Agency Agreement; and
	(ii)	the relevant Holder does not rely on any fact, matter or circumstance contrary to paragraph (a).
Part 3 Interest
6	Fixed Rate MTNs
	This Condition 6 (“Fixed Rate MTNs”) applies to the MTNs only if the Supplement states that it applies.
(a)	Interest on Fixed Rate MTNs
	Each Fixed Rate MTN bears interest on its outstanding principal amount from (and including) its Interest Commencement Date to (but excluding) its Maturity Date at the Interest Rate. Interest is payable in arrear on each Interest Payment Date.
(b)	Fixed Coupon Amount
	Unless otherwise specified in the Supplement, the amount of interest payable on each Interest Payment Date in respect of the preceding Interest Period is the Fixed Coupon Amount specified in the Supplement.
(c)	Calculation of interest payable
	The amount of interest payable in respect of a Fixed Rate MTN for any period for which a Fixed Coupon Amount is not specified in the Supplement is calculated by multiplying the Interest Rate for that period, the outstanding principal amount of the Fixed Rate MTN and the applicable Day Count Fraction.
7	Floating Rate MTNs
	This Condition 7 (“Floating Rate MTNs”) applies to the MTNs only if the Supplement states that it applies.

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(a)	Interest on Floating Rate MTNs
	Each Floating Rate MTN bears interest on its outstanding principal amount from (and including) its Interest Commencement Date to (but excluding) its Maturity Date at the Interest Rate.
	Interest is payable in arrears:
	(i)	on each Interest Payment Date; or
	(ii)	if no Interest Payment Date is specified in the Supplement, each date which falls the number of months or other period specified as the Specified Period in the Supplement after the preceding Interest Payment Date (or in the case of the first Interest Payment Date, after the Interest Commencement Date).
(b)	Interest Rate determination
	The Interest Rate payable in respect of a Floating Rate MTN must be determined by the Calculation Agent in accordance with these Conditions.
(c)	Fallback Interest Rate
	Unless otherwise specified in the Supplement, if, in respect of an Interest Period, the Calculation Agent is unable to determine a rate in accordance with Condition 7.2 (“Interest Rate determination”), the Interest Rate for the Interest Period is the Interest Rate applicable to the Floating Rate MTNs during the immediately preceding Interest Period.
(d)	ISDA Determination
	If ISDA Determination is specified in the Supplement as the manner in which the Interest Rate is to be determined, the Interest Rate applicable to the Floating Rate MTNs for each Interest Period is the sum of the Margin and the ISDA Rate.
	In this Condition:
	(i)	“ISDA Rate” means for an Interest Period, a rate equal to the Floating Rate that would be determined by the Calculation Agent under a Swap Transaction if the Calculation Agent for the Floating Rate MTNs were acting as Calculation Agent for that Swap Transaction under the terms of an agreement incorporating the ISDA
		Definitions and under which:
		(A)	the Floating Rate Option, the Designated Maturity and the Reset Date are as specified in the Supplement; and
		(B)	the Period End Dates are each Interest Payment Date, the Spread is the Margin and the Floating Rate Day Count Fraction is the Day Count Fraction; and
	(ii)	“Swap Transaction”, “Floating Rate”, “Calculation Agent” (except references to “Calculation Agent for the Floating Rate MTNs”), “Floating Rate Option”, “Designated Maturity”, “Reset Date”, “Period End Date”, “Spread” and “Floating Rate Day Count Fraction” have the meanings given to those terms in the ISDA Definitions
		.
(e)	Screen Rate Determination
	If Screen Rate Determination is specified in the Supplement as the manner in which the Interest Rate is to be determined, the Interest Rate applicable to the Floating Rate MTNs for each Interest Period is the sum of the Margin and the Screen Rate.

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	In this Condition, “Screen Rate” means, for an Interest Period, the quotation offered for the Reference Rate appearing on the Relevant Screen Page at the Relevant Time on the Interest Determination Date. However:
	(i)	if there is more than one offered quotation displayed on the Relevant Screen Page at the Relevant Time on the Interest Determination Date, the “Screen Rate” means the rate calculated by the Calculation Agent as the average of the offered quotations. If there are more than five offered quotations, the Calculation Agent must exclude the highest and lowest quotations (or in the case of equality, one of the highest and one of the lowest quotations) from its calculation;
	(ii)	if an offered quotation is not displayed by the Relevant Time on the Interest Determination Date or if it is displayed but the Calculation Agent determines that there is an obvious error in that rate, the “Screen Rate” means:
		(A)	the rate the Calculation Agent calculates as the average mean of the Reference Rates that each Reference Bank quoted to the leading banks in the Relevant Financial Centre specified in the Supplement at the Relevant Time on the Interest Determination Date; or
		(B)	where the Calculation Agent is unable to calculate a rate under paragraph (i) because it is unable to obtain at least two quotes, the rate the Calculation Agent calculates as the average of the rates (being the nearest equivalent to the Reference Rate) quoted by two or more banks chosen by the Calculation Agent in the Relevant Financial Centre at approximately the Relevant Time on the Interest Determination Date for a period equivalent to the Interest Period to leading banks carrying on business in the Relevant Financial Centre in good faith; or
	(iii)	if the Supplement specifies an alternative method for the determination of the Screen Rate Determination, then that alternative method applies.
(f)	Bank Bill Rate Determination
	If Bank Bill Rate Determination is specified in the Supplement as the manner in which the Interest Rate is to be determined, the Interest Rate applicable to the Floating Rate MTNs for each Interest Period is the sum of the Margin and the Bank Bill Rate.
	In this Condition:
	(i)	Bank Bill Rate means, for an Interest Period:
		(A)	In the case of Australian Domestic Notes, the average mid rate for Bills having a tenor closest to the Interest Period as displayed on the “BBSW” page of the Reuters Monitor System on the first day of that Interest Period; and
		(B)	In the case of New Zealand Domestic MTNs, the average mid rate for Bills having a tenor closest to the Interest Period as displayed on the "BKBM" page of the Reuters Monitor System on the first day of the Interest Period.
		However, if the average mid rate is not displayed by 10:30 am on that day (or, in the case of New Zealand Domestic Notes, as close as reasonably practicable to 10.45 am (New Zealand time) on that day), or if it is displayed but the Calculation Agent determines that there is an obvious error in that rate, Bank Bill Rate means the rate determined by the Calculation Agent in good faith at approximately 10:30 am on that day (or, in the case of New Zealand Domestic Notes, as close as reasonably practicable to 10.45 am (New Zealand time) on that day), having regard, to the extent possible, to the mid rate of the rates otherwise bid and offered for bank accepted Bills of that tenor at or around that time; and
	(ii)	Bill has the meaning it has in the Bills of Exchange Act 1909 of Australia and a reference to the acceptance of a Bill is to be interpreted in accordance with that Act.

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(g)	Interpolation
	If the Supplement states that "Linear Interpolation" applies to an Interest Period, the Interest Rate for that Interest Period is determined through the use of straight line interpolation by reference to two ISDA Rates, Screen Rates, Bank Bill Rates or other floating rates specified in the Supplement.
	The first rate must be determined as if the Interest Period were the period of time for which rates are available next shorter than the length of the Interest Period (or any alternative Interest Period specified in the Supplement).
	The second rate must be determined as if the Interest Period were the period of time for which rates are available next longer than the length of the Interest Period (or any alternative Interest Period specified in the Supplement).
8	Structured MTNs
	This Condition 8 (“Structured MTNs”) applies to the MTNs only if the Supplement states that it applies.
(a)	Interest on Structured MTNs
	Each interest bearing Structured MTN bears interest on its outstanding principal amount from (and including) its Interest Commencement Date to (but excluding) its Maturity Date at the Interest Rate.
	Interest is payable in arrears:
	(i)	on each Interest Payment Date; or
	(ii)	if no Interest Payment Date is specified in the Supplement, each date which falls the number of months or other period specified as the Specified Period in the Supplement after the preceding Interest Payment Date (or in the case of the first Interest Payment Date, after the Interest Commencement Date).
(b)	Interest Rate
	The Interest Rate payable in respect of an interest bearing Structured MTN must be determined in the manner specified in the Supplement.
9	General provisions applicable to interest
(a)	Maximum or Minimum Interest Rate
	If the Supplement specifies a Maximum Interest Rate or Minimum Interest Rate for any Interest Period, then the Interest Rate for the Interest Period must not be greater than the maximum, or be less than the minimum, so specified.
(b)	Calculation of Interest Rate and interest payable
	The Calculation Agent must, as soon as practicable after determining the Interest Rate in relation to each Interest Period for each Floating Rate MTN and interest bearing Structured MTN, calculate the amount of interest payable for the Interest Period in respect of the outstanding principal amount of that MTN.
	Unless otherwise specified in the Supplement, the amount of interest payable is calculated by multiplying the product of the Interest Rate for the Interest Period and the outstanding principal amount of the MTN by the applicable Day Count Fraction.

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	The rate determined by the Calculation Agent must be expressed as a percentage rate per annum.
(c)	Calculation of other amounts
	If the Supplement specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent must, as soon as practicable after the time at which that amount is to be determined, calculate the amount in the manner specified in the Supplement.
(d)	Notification of Interest Rate, interest payable and other items
	The Calculation Agent must notify the Issuer, the Registrar, the Holders, each other Agent and any stock exchange or other relevant authority on which the MTNs are listed of:
	(i)	each Interest Rate, the amount of interest payable and each other amount, item or date calculated or determined by it together with the Interest Payment Date; and
	(ii)	any amendment to any amount, item or date referred to in paragraph (a) arising from any extension or reduction in any Interest Period or calculation period.
	The Calculation Agent must give notice under this Condition as soon as practicable after it makes its determination. However, it must give notice of each Interest Rate, the amount of interest payable and each Interest Payment Date by the fourth day of the Interest Period.
	The Calculation Agent may amend its determination of any amount, item or date (or make appropriate alternative arrangements by way of adjustment) as a result of the extension or reduction of the Interest Period or calculation period without prior notice but must notify the Issuer, the Registrar, the Holders, each other Agent and each stock exchange or other relevant authority on which the MTNs are listed after doing so.
(e)	Determination final
	The determination by the Calculation Agent of all amounts, rates and dates falling to be determined by it under these Conditions is, in the absence of manifest error, final and binding on the Issuer, the Registrar, each Holder and each other Agent.
(f)	Rounding
	For the purposes of any calculations required under these Conditions (unless otherwise specified in the Supplement):
	(i)	all percentages resulting from the calculations must be rounded, if necessary, to the nearest ten-thousandth of a percentage point (with 0.00005 per cent. being rounded up to 0.0001 per cent.);
	(ii)	all figures must be rounded to four decimal places (with halves being rounded up); and
	(iii)	all amounts that are due and payable must be rounded (with halves being rounded up) to:
		(A)	in the case of Australian dollars or euro, one cent; and
		(B)	in the case of any other currency, the lowest amount of that currency available as legal tender in the country of that currency.

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Part 4 Redemption and purchase
10	Redemption
(a)	Scheduled redemption
	Each MTN is redeemable by the Issuer on the Maturity Date at its Redemption Amount unless:
	(i)	the MTN has been previously redeemed;
	(ii)	the MTN has been purchased and cancelled;
	(iii)	the Supplement states that the MTN has no fixed maturity date; or
	(iv)	its maturity is varied pursuant to any Issuer’s or Holder’s option in accordance with Conditions 10.5 (“Early redemption at option of the Holders (Holder put)”) or 11.6 (“Early redemption at option of the Issuer (Issuer call)”).
(b)	Partly Paid MTNs
	Each Partly Paid MTN is redeemable on the Maturity Date in accordance with the Supplement.
(c)	Instalment MTNs
	Each Instalment MTN is partially redeemable in the Instalment Amounts and on the Instalment Dates specified in the Supplement. The principal amount of each Instalment MTN is reduced by the Instalment Amount with effect from the related Instalment Date.
(d)	Early redemption for taxation reasons
	The Issuer may redeem all (but not some) of the MTNs of a Series in whole, but not in part, at any time before their Maturity Date at the Redemption Amount and any interest accrued on the Redemption Amount to (but excluding) the redemption date and any Additional Amounts if:
	(i)	the Issuer is required under Condition 13 (“Taxation”) to pay an Additional Amount in respect of an MTN; or
	(ii)	any action has been taken by any taxing authority of, or any action has been brought in a court of competent jurisdiction in, the United States, whether or not such action was taken or brought with respect to the Issuer, or any change, amendment, application or interpretation shall be officially proposed on or after the Issue Date, which, in any such case, in the written opinion of independent legal counsel of recognised standing results in a substantial probability that the Issuer will be required to pay Additional Amounts on the MTNs as described under Condition 13 (“Taxation”).
	However, the Issuer may only do so if:
	(A)	the Issuer has given at least 30 days’ (and no more than 60 days’) (or any other period specified in the Supplement) notice to the Registrar, the Holders, each other Agent and any stock exchange or other relevant authority on which the MTNs are listed; and
	(B)	before the Issuer gives the notice under paragraph (a), the Registrar has received:
		(I)	a certificate signed by two directors of the Issuer that the Issuer would be required under Condition 13 (“Taxation”) to pay an Additional Amount in respect of the MTNs; and
		(II)	(if applicable) an opinion of independent legal advisers of recognised standing; and

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	(C)	in the case of Fixed Rate MTNs, no notice of redemption is given earlier than 90 days before the earliest date on which the Issuer would be obliged to pay Additional Amounts; and
	(D)	in the case of Floating Rate MTNs and Structured MTNs bearing a floating rate of interest:
		(I)	the proposed redemption date is an Interest Payment Date; and
		(II)	no notice of redemption is given earlier than 60 days before the Interest Payment Date occurring immediately before the earliest date on which the Issuer would be obliged to pay Additional Amounts.
(e)	Early redemption at the option of Holders (Holder put)
	If the Supplement states that a Holder may require the Issuer to redeem all or some of the MTNs of a Series held by that Holder before their Maturity Date, the Issuer must redeem the MTNs specified by the Holder at the Redemption Amount and any interest accrued on the Redemption Amount to (but excluding) the redemption date if the following conditions are satisfied:
	(i)	the amount of MTNs to be redeemed is a multiple of their Denomination;
	(ii)	the Holder has given at least 30 days’ (and no more than 60 days’) (or any other period specified in the Supplement) notice, to the Issuer and the Registrar by delivering to the Specified Office of the Registrar during normal business hours a completed and signed redemption notice in the form obtainable from the Specified Office of the Registrar together with any evidence the Registrar may require to establish title of the Holder to the MTN; and
	(iii)	the notice referred to in paragraph (b) specifies an account in the country of the currency in which the MTN is denominated to which the payment should be made or an address to where a cheque for payment should be sent; and
	(iv)	the redemption date is an Early Redemption Date (Put) specified in the Supplement; and
	(v)	any other condition specified in the Supplement is satisfied.
		A Holder cannot require the Issuer to redeem any MTN under this Condition 10.5 if the Issuer has given notice that it will redeem that MTN under Condition 10.4 (“Early redemption for taxation reasons”) or Condition 10.6 (“Early redemption at the option of the Issuer (Issuer call)”).
(f)	Early redemption at the option of the Issuer (Issuer call)
	If the Supplement states that the Issuer may redeem all or some of the MTNs of a Series before their Maturity Date under this Condition, the Issuer may redeem such MTNs at the Redemption Amount and any interest accrued on the Redemption Amount to (but excluding) the redemption date.
	However, the Issuer may only do so if:
	(i)	the amount of MTNs to be redeemed is, or is a multiple of, their Denomination;
	(ii)	the Issuer has given at least 30 days’ (and no more than 60 days’) (or any other period specified in the Supplement) notice to the Registrar, the Holders, each other Agent and any stock exchange or other relevant authority on which the MTNs are listed; and

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	(iii)	the proposed redemption date is an Early Redemption Date (Call) specified in the Supplement; and
	(iv)	any other condition specified in the Supplement is satisfied.
(g)	Partial redemptions
	If only some of the MTNs are to be redeemed under Condition 10.6 (“Early redemption at the option of the Issuer (Issuer call)”), the MTNs to be redeemed must be specified in the notice and selected:
	(i)	in a fair and reasonable manner; and
	(ii)	in compliance with any applicable law, directive or requirement of any stock exchange or other relevant authority on which the MTNs are listed.
(h)	Effect of notice of redemption
	Any notice of redemption given under this Condition 10 (“Redemption”) is irrevocable.
(i)	Late payment
	If an amount is not paid under this Condition 10 (“Redemption”) when due, then:
	(i)	for an MTN (other than a Zero Coupon MTN or a Structured MTN), interest continues to accrue on the unpaid amount (both before and after any demand or judgment) at the default rate specified in the Supplement (or, if no default rate is specified, the last applicable Interest Rate) until the date on which payment is made to the Holder;
	(ii)	for a Zero Coupon MTN, the obligation to pay the amount is replaced by an obligation to pay the Amortised Face Amount recalculated as at the date on which payment is made to the Holder; and
	(iii)	for a Structured MTN as specified in the Supplement:
		(I)	interest continues to accrue at the default rate specified in the Supplement (or, if no default rate is specified, the last applicable Interest Rate) until the date on which payment is made to the Holder; or
		(II)	the obligation to pay the amount is replaced by an obligation to pay an amount determined in the manner specified in the Supplement.
(j)	Purchase
	The Issuer and any of its Related Entities may at any time purchase MTNs in the open market or otherwise and at any price. If purchases are made by tender, tenders must be available to all Holders alike. MTNs purchased under this Condition 10.10 may be held, resold or cancelled at the discretion of the purchaser and (if the MTNs are to be cancelled, the Issuer), subject to compliance with any applicable law or requirement of any stock exchange or other relevant authority on which the MTNs are listed.
Part 5 Payments
11	General provisions
(a)	Summary of payment provisions
	Payments in respect of MTNs must be made in accordance with this Condition 11 and with Condition 12 (“Payments”).

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(b)	Payments subject to law
	All payments are subject to applicable law, but without prejudice to the provisions of Condition 13 (“Taxation”).
(c)	Payments on business days
	If a payment is due on a day which is not a Business Day then the due date for payment is adjusted in accordance with the applicable Business Day Convention.
	The Holder is not entitled to any additional payment in respect of that delay.
(d)	Impositions of exchange controls
	If the Issuer reasonably determines that a payment on the MTNs cannot be made in Australian dollars due to restrictions imposed by the government of the Commonwealth of Australia or any agency or instrumentality thereof or any monetary authority in the Commonwealth of Australia, such payment will be made outside Australia in U. S. dollars by a cheque drawn on, or by credit or transfer to an account maintained by the holder with a bank located outside Australia. The Issuer shall give prompt notice to the holders of the MTNs if such a determination is made. The amount of U. S. dollars to be paid with respect to any such payment shall be the amount of U. S. dollars that could be purchased by the Issuer with the amount of Australian dollars payable on the date the payment is due, at the rate for sale in financial transactions of U. S. dollars (for delivery in Sydney two Business Days later) quoted by such bank at 10:00 a. m. local time in Sydney on the second Business Day prior to the date the payment is due.
(e)	Currency indemnity
	The Issuer waives any right it has in any jurisdiction to pay an amount other than in the currency in which it is due. However, if a Holder receives an amount in a currency other than that in which it is due:
	(i)	it may convert the amount received into the due currency (even though it may be necessary to convert through a third currency to do so) on the day and at such rates (including spot rate, same day value rate or value tomorrow rate) as it reasonably considers appropriate. It may deduct its usual costs in connection with the conversion; and
	(ii)	the Issuer satisfies its obligation to pay in the due currency only to the extent of the amount of the due currency obtained by the Holder from the conversion referred to in Condition 11.5(a) after deducting the costs of the conversion.
12	Payments
(a)	Payment of principal
	Payments of principal and any final Instalment Amount in respect of an MTN will be made to each person registered at the opening of business on the payment date as the holder of an MTN.
(b)	Payment of interest
	Payments of interest and Instalment Amounts (other than the final Instalment Amount) in respect of an MTN will be made to each person registered at the close of business on the Record Date as the holder of that MTN.

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(c)	Payments to accounts
	Payments in respect of MTNs will be made:
	(i)	if the MTNs are held in the Austraclear System, by crediting on the payment date, the amount due to:
		(A)	the account of Austraclear (as the Holder) in the country of the currency in which the MTN is denominated previously notified to the Issuer and the Registrar; or
		(B)	if requested by Austraclear, the accounts of the persons in whose Security Record (as defined in the Austraclear Regulations) an MTN is recorded in the country of the currency in which the MTN is denominated as previously notified by Austraclear to the Issuer and the Registrar in accordance with Austraclear Regulations;
	(ii)	if the MTNs are held in the Austraclear New Zealand System, by crediting on the Payment Date, the amount due to:
		(ii)	the account of the Custodian (as the Holder) in the country of the currency in which the MTN is denominated previously notified to the Issuer and the Registrar; or
		(iii)	if requested by the Custodian, the accounts of the persons in whose Security Record an MTN is recorded in the country of the currency in which the MTN is denominated as previously notified by the Custodian to the Issuer and the Registrar in accordance with the Austraclear New Zealand Regulations; and
	(iii)	if the MTNs are not held in a Clearing System, by crediting on the payment date, the amount then due under each MTN to an account in the country of the currency in which the MTN is denominated previously notified by the Holder to the Issuer and the Registrar.
(d)	Payments by cheque
	If the Holder has not notified the Registrar of an account to which payments to it must be made by the close of business on the Record Date, payments in respect of the MTN will be made by cheque sent by prepaid post on the Business Day immediately before the payment date, at the risk of the registered Holder, to the Holder (or to the first named joint holder of the MTN) at its address appearing in the Register at the close of business on the Record Date. Cheques sent to the nominated address of a Holder are taken to have been received by the Holder on the payment date and, no further amount is payable by the Issuer in respect of the MTNs as a result of the Holder not receiving payment on the due date.
13	Taxation
	All payments of principal and interest on the MTNs will be made without deduction or withholding for or on account of any present or future tax, assessment or other governmental charge, of whatever nature, imposed or levied by or within the United States or Australia or by or within any political subdivision or taxing authority thereof or therein, except as required by law. The Issuer will, subject to certain limitations and exceptions set forth below, pay to a Holder who is a United States Alien (as the case may be) such additional amounts (“Additional Amounts”) as may be necessary so that every net payment by the Issuer or any of its Agents of principal or interest with respect to the MTNs after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon such Holder (or as a result of such payment) by or within the United States or Australia (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such MTNs to be then due and payable. However, the Issuer will not be required to make any payment of Additional Amounts for or on account of:

24

	(i)	any tax, assessment or other governmental charge which would not have been so imposed but for:
		(A)	the existence of any present or former connection between such holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder, if such holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such holder (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been present therein, being or having been a citizen or resident thereof, being or having been engaged in a trade or business therein or having or having had a permanent establishment therein;
		(B)	the failure of such holder to comply with any certification, identification or information reporting requirements under the income tax laws and regulations of the United States, without regard to any tax treaty, or any political subdivision or taxing authority thereof or therein to establish entitlement to an exemption from withholding as a United States Alien; or
		(C)	the claim for payment in relation to an MTN being made on a date more than 10 days after the date on which such payment is due or is duly provided for, whichever occurs later;
	(ii)	a holder who would have been able to avoid such withholding or deduction by satisfying any statutory or procedural requirements including, without limitation, the provision of information;
	(iii)	any estate, inheritance, gift, sales, transfer, personal property, or any similar tax, assessment or governmental charge;
	(iv)	any tax, assessment or other governmental charge which is payable other than by withholding from payments of principal of or interest on such MTN;
	(v)	any tax, assessment or other governmental charge imposed by reason of such holder's past or present status as a personal holding company, private foundation or other tax exempt organisation, passive foreign investment company, foreign personal holding company bank or controlled foreign corporation with respect to the United States or as a corporation that accumulates earnings to avoid United States federal income tax;
	(vi)	any tax, assessment or other governmental charge imposed by reason of such holder's past or present status as the actual or constructive owner of 10% or more of the total combined voting power of all classes of stock of the Issuer entitled to vote; or
	(vii)	to, or to a third party on behalf of, a Holder who is liable to such Taxes in respect of such MTN by reason of the person having some connection with a Relevant Tax Jurisdiction other than the mere holding of such MTN or receipt of payment in respect of the MTN provided that a Holder shall not be regarded as having a connection with Australia for the reason that the Holder is a resident of Australia within the meaning of the Australian Tax Act where, and to the extent that, such taxes are payable by reason of section 128B(2A) of the Australian Tax Act;
	(viii)	to, or to a third party on behalf of, a Holder who could lawfully avoid (but has not so avoided) such Taxes by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or similar case for exemption to any tax authority;
	(ix)	to, or to a third party on behalf of, a Holder who is an Offshore Associate of the Issuer and not acting in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered scheme within the meaning of the Corporations Act;
	(x)	to, or to a third party on behalf of an Australian resident Holder or a non-resident Holder carrying on business in Australia at or through a permanent establishment of the non-resident in Australia. If the Holder has not supplied an appropriate tax file number, an Australian business number or other exemption details;
	(xi)	in such other circumstances as may be specified in the Supplement; or
	(xii)	any combination of paragraphs (a) to (k) above,
	nor shall Additional Amounts be paid with respect to a payment of principal of or interest on any MTN to a holder that is not the beneficial owner of such MTN to the extent that the beneficial owner thereof would not have been entitled to the payment of such Additional Amounts had such beneficial owner been the holder of such MTN.
14	Time limit for claims
	A claim against the Issuer for a payment under an MTN is void unless made within:
	(i)	in the case of principal, 10 years; and
	(ii)	in the case of interest and other amounts, 5 years, from the date on which payment first becomes due.

25

Part 6 Events of Default
15	Events of Default
(a)	Events of Default
	An Event of Default in relation to a Series of MTNs means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law, pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
	(i)	Non-payment: default in the payment of any interest upon any MTN of that Series when it becomes due and payable, and continuance of such default for a period of 30 days; or default in the payment of the principal of or any premium on any MTN of that Series at its Maturity Date, and continuance of such default for a period of five days;
	(ii)	Breach of other obligations: the Issuer does not perform or comply with any one or more of its other obligations in the MTNs (other than an obligation a default in whose performance or whose breach is elsewhere in these Conditions specifically dealt with or which has expressly been included in these Conditions solely for the benefit of a Series of MTNs other than that Series) which default is incapable of remedy or is not remedied within 60 days after a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder shall have been given to the Issuer by the Registrar, or to the Issuer and the Registrar by a Holder at its Specified Office by registered or certified mail;
	(iii)	Cross default: default in respect of any other indebtedness for borrowed money of the Issuer or its Subsidiary in excess of US$50,000,000 that has become or has been declared due and payable prior to maturity, which default has continued for 15 days after the Issuer or the Issuer on behalf of the Subsidiaries, has received notice from a Holder requiring such default to be remedied;
	(iv)	Ownership: the failure at any time of American Express Company or any successor corporation:
		(A)	to own, directly or through one or more wholly-owned Subsidiaries, 100% of the Voting Stock of the Issuer; and
		(B)	if the Issuer has outstanding any shares of capital stock, other than Voting Stock, to own, directly or through one or more wholly-owned Subsidiaries, shares representing at least 80% of the Voting Stock of the Issuer;
	(v)	Breach of Condition 4: the failure of the Issuer to observe and perform the covenants contained in Condition 4 (“Restriction on the Issuer”);
	(vi)	Insolvency: the entry by a court having jurisdiction in the premises of:
		(A)	a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganisation or other similar law; or
		(B)	a decree or order adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganisation, arrangement, adjustment or composition of or in respect of the Issuer under any applicable United States federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its

26

			affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or
	(vii)	Winding up:
		(A)	the commencement by the Issuer of a voluntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganisation or other similar law, or of any other case or proceeding to be adjudicated a bankrupt or insolvent; or
		(B)	the consent by the Issuer to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable United States federal or state bankruptcy, insolvency, reorganisation or other similar law, or to the commencement of any bankruptcy or insolvency case or proceeding against it; or
		(C)	the filing by the Issuer of a petition or answer or consent seeking reorganisation or relief under any applicable United States federal or state law, or the consent by the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or of any substantial part of its property; or
		(D)	the making by the Issuer of an assignment for the benefit of creditors; or
		(E)	the admission by the Issuer in writing of its inability to pay its debts generally as they become due; or
		(F)	the taking of corporate action by the Issuer in furtherance of any action in (i) to (v) above.
(b)	Consequences of an Event of Default
	If an Event of Default occurs and continues unremedied in relation to the MTNs, then a Holder may declare by notice to the Issuer (with a copy to the Registrar) that each MTN held by it is to be redeemed at its Redemption Amount (together with any accrued interest) in which case those amounts become immediately due and payable.
(c)	Rectification
	The Holder’s right to declare the MTNs of any Series due and payable terminates if the situation giving cause to it has been cured before such right is exercised, or the Holders waive the Event of Default by Extraordinary Resolution.
(d)	Notification
	If an Event of Default occurs, the Issuer must promptly after becoming aware of it notify the Registrar of the occurrence of the Event of Default (specifying details of it) and use its reasonable endeavours to ensure that the Registrar promptly notifies Holders, each other Agent and any stock exchange or other relevant authority on which the MTNs are listed of the occurrence of the Event of Default.

27

Part 7 General
16	Agents
(a)	Role of Agents
	In acting under an Agency Agreement, each Agent acts solely as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any Holder, except that any funds held by the Agent for payment of principal or of interest on, or Additional Amounts with respect to, any MTN shall be held in trust by it and applied as set forth herein, but need not be segregated from other funds held by it, except as required by law. For a description of the duties and the immunities and rights of an Agent under the relevant Agency Agreement, reference is made to the relevant Agency Agreement, and the obligations of the Agent to the Holders are subject to such immunities and rights.
(b)	Appointment and replacement of Agents
	Each initial Agent for a Series of MTNs is specified in the Supplement. Subject to Condition 16.4 (“Required Agents”), the Issuer reserves the right at any time to vary or terminate the appointment of any Agent and to appoint a successor.
(c)	Change of Agent
	Notice of any change of an Agent or its Specified Offices must promptly be given to the Holders by the Issuer or the Agent on its behalf.
(d)	Required Agents
	The Issuer must:
	(i)	at all times maintain a Registrar; and
	(ii)	if a Calculation Agent is specified in the Supplement, at all times maintain a Calculation Agent.
17	Meetings of Holders
	The Meetings Provisions contain provisions (which have effect as if incorporated in these Conditions) for convening meetings of the Holders of any Series to consider any matter affecting their interests, including any variation of these Conditions by Extraordinary Resolution.
18	Variation
(a)	Variation with consent
	Unless Condition 18.2 (“Variation without consent”) applies, any Condition may be varied by the Holders by Extraordinary Resolution in accordance with the Meetings Provisions.
(b)	Variation without consent
	Any Condition may be amended by the Issuer without the consent of the Holders if the amendment:
	(i)	is of a formal, minor or technical nature;
	(ii)	is made to correct a manifest error;

28

	(iii)	is made to cure any ambiguity or correct or supplement any defective or inconsistent provision and, in the reasonable opinion of the Issuer, is not materially prejudicial to the interests of the Holders; or
	(iv)	only applies to MTNs issued by it after the date of amendment.
19	Further issues
	The Issuer may from time to time, without the consent of the Holders, issue further Tranches of MTNs having the same Conditions as the MTNs of any Series in all respects (or in all respects except for the first payment of interest) so as to form a single series with the MTNs of that Series.
20	Notices
(a)	Notices to Holders
	All notices and other communications to Holders must be in writing and must be left at the address of or sent by prepaid post (airmail, if appropriate) to the address of the Holder (as shown in the Register at the close of business on the day which is 3 Business Days before the date of the notice or communication).
	They may also be:
	(i)	given by an advertisement published in the Australian Financial Review or The Australian; or
	(ii)	if the Supplement specifies an additional or alternate newspaper, given by an advertisement published in that newspaper.
(b)	Notices to the Issuer and the Agents
	All notices and other communications to the Issuer or an Agent must be in writing and may be left at the address of, or sent by prepaid post (airmail, if appropriate) to, the Specified Office of the Issuer or the Agent.
(c)	When effective
	All notices and communications provided pursuant to clause 21.1 and 21.2 take effect from the time they are received unless a later time is specified in them.
(d)	Deemed receipt - publication in newspaper
	If published in a newspaper, they are taken to be received on the first date that publication has been made in all the required newspapers.
(e)	Deemed receipt - postal
	If sent by post, they are taken to be received five days after posting.
21	Governing law
(a)	Governing law
	The MTNs are governed by the law in force in New South Wales.

29

(b)	Jurisdiction
	The Issuer submits, and each Holder is taken to have submitted, to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them. The Issuer waives any right it has to object to an action being brought in those courts including by claiming that the action has been brought in an inconvenient forum or that those courts do not have jurisdiction.
(c)	Serving documents
	Without preventing any other method of service, any document in any action may be served on the Issuer or a Holder by being delivered to, or left at, their registered office or principal place of business .
(d)	Process agent
	The Issuer appoints Emesco Agents Pty Ltd (ABN 38 000 405 265) currently of Level 19, Aurora Place, 88 Phillip Street, Sydney NSW 2000 Australia to receive any document referred to in clause 22.3 (“Serving documents”). If for any reason that person ceases to be able to act as such, the Issuer must immediately appoint another person with an office located in the Commonwealth of Australia to receive any such document and promptly notify the Holders of such appointment.

30

Form of Supplement

The Supplement that will be issued in respect of each Tranche of Notes will be substantially in the form set out below.

Series No.:	[•]
Tranche No.:	[•]

AMERICAN EXPRESS CREDIT CORPORATION
(incorporated in the State of Delaware, the United States of America)
(registered in Australia as a foreign company
under the Corporations Act 2001 of Australia with ABN 99 110 265 088)

A$6,000,000,000

Australian Debt Issuance Programme

Issue of

[Aggregate Principal Amount of Series/Tranche]
[Title of Notes] (“Notes”)

The date of this Supplement is [•].

This Supplement (as referred to in the Information Memorandum dated [•] 2006 (“Information Memorandum”) in relation to the above Programme) relates to the Tranche of Notes referred to above. It is supplementary to, and should be read in conjunction with the Information Memorandum and the Note Deed Poll executed by the Issuer dated [•] (“Note Deed Poll”).

This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes or the distribution of this Supplement in any jurisdiction where such action is required.

Terms used but not otherwise defined in this Supplement have the meaning given in the Conditions. A reference to a “Condition” in this Supplement is a reference to the corresponding Condition as set out in the Information Memorandum.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act''). Notes may not be offered, sold or delivered within the United States or to or for the account of U.S. persons unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and applicable U.S. tax law requirements are satisfied. For a description of certain restrictions on offers and sales of Notes and on distribution of this Supplement and the Information Memorandum, see the section entitled "Selling Restrictions'' in the Information Memorandum.

The Notes are not guaranteed by the Commonwealth of Australia.

31

The particulars to be specified in relation to the Tranche of Notes referred to above are as follows:

1	Issuer	: American Express Credit Corporation
2	Type of Notes	: [Fixed Rate / Floating Rate / Zero Coupon /
		Index Linked / Instalment / other]
		[Australian Domestic MTN / New Zealand
		Domestic MTN]
3	If to form a single Series with an	: [Specify]
	existing Series, specify the existing
	Series and the date on which all
	Notes of the Series are
	consolidated, if not the Issue Date
4	Method of distribution	: [Private / Syndicated Issue]
5	Lead Manager	: [Name(s)]
6	Purchasing Dealer[s]	: [Name]
7	Principal Amount of	: [Specify]
	[Series/Tranche]
8	Issue Date	: [Specify]
9	Issue Price	: [Specify]
10	Net proceeds	: [Specify]
11	Currency and denomination	: [Specify currency and amount]
12	Maturity Date	: [Specify] [In the case of an amortising Notes,
		insert the date on which the last instalment of
		principal is payable].
13	Status of the Notes:	The Notes constitute unsecured and
		unsubordinated obligations of the Issuer.
14	If the Notes are Fixed Rate Notes	: Condition 6 applies: [Yes / No]
	Fixed Coupon Amount	: [Specify]
	Interest Rate	: [Specify]
	Interest Commencement Date, if not	: [Specify]
	Issue Date
	Interest Payment Dates	: [Specify]
	Business Day Convention	: [Following Business Day Convention /
		Preceding Business Day Convention / No
		Adjustment / other]

32

	Day Count Fraction	: [Specify]
15	If the Notes are Floating Rate Notes	: Condition 7 applies: [Yes / No]
	Interest Commencement Date, if not	: [Specify / Not applicable]
	Issue Date
	Interest Rate	: [Specify method of calculation]
	Interest Payment Dates	: [Specify dates or the Specified Period]
	Business Day Convention	: [Floating Rate Convention (specify interest
		period) / Following Business Day Convention /
		Modified Following Business Day Convention /
		Preceding Business Day Convention / No
		Adjustment / other]
	Margin	: [Specify] (state if positive or negative)
	Day Count Fraction	: [Specify]
	Fallback Interest Rate	: [Specify / Not applicable]
	Interest Rate Determination	: [ISDA Determination / Screen Rate
		Determination / Bank Bill Rate Determination]
	[If ISDA Determination applies,
	specify]
	Floating Rate Option	: [Specify]
	Designated Maturity	: [Specify]
	Reset Date	: [Specify]
	[If Screen Rate Determination applies,
	specify]
	Relevant Screen Page	: [Specify]
	Relevant Time	: [Specify]
	Reference Rate	: [Specify]
	Reference Banks	: [Specify]
	Interest Determination Date	: [Specify]
	[If Bank Bill Rate Determination
	applies, specify]
	Bank Bill Rate	: [Yes / No] [Set out any variation to the
		Conditions]
16	Relevant Financial Centre	: [Applicable (specify) / Not applicable]
17	Linear Interpolation	: [Applicable / Not applicable] [If applicable,
		provide details]

33

18	If Notes are Structured Notes	: Condition 8 applies: [Yes / No]
		[Specify full interest determination provisions,
		including Interest Commencement Date, rate or
		calculation basis for interest or actual amounts
		of interest payable, amount and dates for
		payment, minimum / maximum rates / late
		payment default]
		[Specify any relevant investment risks]
19	Amortisation Yield	: [Specify] [In the case of Zero Coupon Notes,
		specify the Reference Price]
20	If Notes are Instalment Notes	: [Specify details of Instalments including
		Instalment Amount and Instalment Dates]
21	If Notes are Partly Paid Notes	: [Specify details]
22	Business Day Convention	: [Specify]
23	Redemption Amount	: [Specify any variations to the Redemption
		Amount as defined in the Conditions]
24	Early Redemption Amount (Tax)
	If Early Redemption Amount (Tax)	: [Specify]
	is not the Redemption Amount plus
	interest accrued on each Note to
	(but excluding) the redemption date
	insert amount or full calculation
	provisions
25	Early Redemption Amount (Default)	: [Specify]
	If Early Redemption Amount
	(Default) is not the Redemption
	Amount plus interest accrued on
	each Note to (but excluding) the
	redemption date insert amount or
	full calculation provisions
26	[Events of Default]	: [Specify any additional (or modifications to)
		Events of Default]
27	[Additional or alternate	: [Specify any additional or alternate newspapers
	newspapers]	for the purposes of Condition 20.1(b)]
28	[Taxation]	: [Specify any additional circumstances in which
		an exception to the gross up obligation are to
		apply pursuant to Condition 13]
29	Other relevant terms and	: [Specify any Conditions to be altered, varied,
	conditions	deleted otherwise than as provided above and
		also any additional Conditions to be included]

34

30	Registrar	: [Name and address]
		[If required, specify details of Agency
		Agreement]
		[If required, specify any other Agents]
31	[Calculation Agent]	: [Name and address]
		[If required, specify details of Agency
		Agreement]
32	Clearing System(s)	: [Austraclear / Specify others]
33	ISIN	: [Specify]
34	[Common Code]	: [Specify]
35	[Selling restrictions]	: [Specify any variation to the selling restrictions]
36	Listing	: [Unlisted / Specify]
37	[Investment risks]	[Specify any relevant investment risks]
38	[Other amendments]	: [Specify]
39	Australian interest withholding tax	: [The [Notes] satisfy the public offer test as the
		issue resulted from the [Notes] being offered for
		issue to at least 10 persons each of whom
		was carrying on a business of providing finance,
		or investing or dealing in securities, in the course
		of operating in financial markets and was not
		known, or suspected, by the Dealer to be an
		associate (as defined in section (8F(9)) of any
		of the above persons as a result of the IM
		being publicly available in capital markets.]

CONFIRMED

For and on behalf of
American Express Credit Corporation

By:

Name:

Title:

Date:

35

EX-12.1

EXHIBIT 12.1
AMERICAN EXPRESS CREDIT CORPORATION
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)

	Years Ended December 31,
	2006		2005		2004		2003		2002
Earnings:
Net income	$	622	$	415	$	234	$	260	$	228
Income tax provision		95		50		75		135		118
Interest expense		1,614		1,141		863		852		916
Total earnings (a)	$	2,331	$	1,606	$	1,172	$	1,247	$	1,262
Fixed charges - interest expense (b)	$	1,614	$	1,141	$	863	$	852	$	916
Ratio of earnings to fixed charges (a/b)		1.44		1.41		1.36		1.46		1.38

EX-12.2

EXHIBIT 12.2
AMERICAN EXPRESS COMPANY
COMPUTATION IN SUPPORT OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in millions)

	Years Ended December 31,
	2006		2005		2004		2003		2002
Earnings:
Pretax income from continuing operations	$	5,328	$	4,248	$	3,831	$	3,415	$	3,021
Interest expense		2,880		2,168		1,659		1,606		1,832
Other adjustments		139		150		151		154		174
Total earnings (a)	$	8,347	$	6,566	$	5,641	$	5,175	$	5,027
Fixed charges:
Interest expense	$	2,880	$	2,168	$	1,659	$	1,606	$	1,832
Other adjustments		106		151		145		139		151
Total fixed charges (b)	$	2,986	$	2,319	$	1,804	$	1,745	$	1,983
Ratio of earnings to fixed charges (a/b)		2.80		2.83		3.13		2.97		2.54

Included in interest expense in the above computation is interest expense related to the international banking operations of American Express Company (American Express) and Travel Related Services’ cardmember lending activities, which is netted against other investment income, net of interest and cardmember lending net finance charge revenue, net of interest, respectively, in the Consolidated Statements of Income.

For purposes of the “earnings” computation, other adjustments include adding the amortization of capitalized interest, the net loss of affiliates accounted for under the equity method whose debt is not guaranteed by American Express, the minority interest in the earnings of majority-owned subsidiaries with fixed charges, and the interest component of rental expense and subtracting undistributed net income of affiliates accounted for under the equity method.

For purposes of the “fixed charges” computation, other adjustments include capitalized interest costs and the interest component of rental expense.

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-3 (Registration Statement Nos. 33-62797, 333-38199, 333-84320, 333-102373, 333-134864) of American Express Credit Corporation of our report dated March 30, 2007 with respect to the consolidated financial statements of American Express Credit Corporation included in this Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ PricewaterhouseCoopers LLP

New York, New York
March 30, 2007

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on Form S-3 (Registration Statement Nos. 33-62797, 333-38199, 333-84320, 333-102373, 333-134864) of American Express Credit Corporation and in the related Prospectuses of our report dated March 16, 2005 with respect to the consolidated financial statements and schedule of American Express Credit Corporation included in this Annual Report on Form 10-K for the year ended December 31, 2006.

/s/ Ernst & Young LLP

New York, New York
March 30, 2007

EX-31.1

EXHIBIT 31.1
CERTIFICATION

I, Christopher S. Forno, certify that:

1. I have reviewed this annual report on Form 10-K of American Express Credit Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2007	/s/Christopher S. Forno
	Christopher S. Forno
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2
CERTIFICATION

I, David L. Yowan, certify that:

1. I have reviewed this annual report on Form 10-K of American Express Credit Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2007	/s/David L. Yowan
	David L. Yowan
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of American Express Credit Corporation (the “Company”) for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christopher S. Forno, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Christopher S. Forno
Name:	Christopher S. Forno
Title:	Chief Executive Officer
Date:	March 30, 2007

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-K or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.1 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of American Express Credit Corporation (the “Company”) for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David L. Yowan, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/David L. Yowan
Name:	David L. Yowan
Title:	Chief Financial Officer
Date:	March 30, 2007

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and is not being “filed” as part of the Form 10-K or as a separate disclosure document for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section. This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that this Exhibit 32.2 is expressly and specifically incorporated by reference in any such filing.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.