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

FORM 10-Q

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

For the Quarterly Period Ended ~~June 30, 2018~~March 31, 2019

 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)

200 Vesey Street, New York, New York		10285
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 640-2000

None

(Former name, former address and former fiscal year, if changed since last report.)

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

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

 Yes  No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

 Yes  No

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

Large accelerated filer 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company 
	Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

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

 Yes  No

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
2.375 percent Medium-Term Senior Notes Series F, due May 26, 2020	AXP/20	New York Stock Exchange
0.625 percent Senior Notes, due 2021	AXP/21	New York Stock Exchange

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

Class			Outstanding at ~~August~~May 3, ~~2018~~2019
Common Stock (par value $0.10 per share)			1,504,938 Shares

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AMERICAN EXPRESS CREDIT CORPORATION
FORM 10-Q
INDEX

Part I.	Financial Information			Page No.

		Item 1.	Financial Statements

			Consolidated Statements of Income – three months ended March 31, 2019 and ~~Retained Earnings – Three and Six Months Ended June 30,~~ 2018 ~~and 2017~~	1

			Consolidated Statements of Comprehensive Income – ~~Three~~three months ended March 31, 2019 and ~~Six Months Ended June 30,~~ 2018 ~~and 2017~~	2

			Consolidated Balance Sheets – ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018	3

			Consolidated Statements of Cash Flows – ~~Six Months Ended June 30,~~three months ended March 31, 2019 and 2018 ~~and 2017~~	4

			Consolidated Statements of Shareholder’s Equity – three months ended March 31, 2019 and 2018	5

			Notes to Consolidated Financial Statements	56

		Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)	1715

		Item 4.	Controls and Procedures	2422

Part II.	Other Information

		Item 1A.	Risk Factors	2624

		Item 5.	Other Information	2624

		Item 6.	Exhibits	2624

Signatures				2725

Exhibit Index				E-1

Throughout this report the term “Credco” refers to American Express Credit Corporation and its subsidiaries on a consolidated basis, unless stated or the context implies otherwise.

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

AMERICAN EXPRESS CREDIT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
~~AND RETAINED EARNINGS~~(Unaudited)
~~(Unaudited)~~

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Millions)	2018			2017			2018			2017
Three Months Ended March 31 (Millions)												2019			2018
Revenues
Discount revenue earned from purchased Card Member receivables and loans	$	248		$	174		$	462		$	359
Discount revenue earned from purchased Card Member receivables and Card Member loans												$	303		$	214
Interest income from affiliates and other		90			68			179			123		110			89
Finance revenue		13			11			28			23		19			15
Total revenues		351			253			669			505		432			318
Expenses
Provisions for losses		58			54			122			116		63			64
Interest expense		173			123			304			220		169			131
Interest expense to affiliates		40			13			69			22		104			29
Other, net		(13	)		11			(27	)		29		(23	)		(14	)
Total expenses		258			201			468			387		313			210
Pretax income		93			52			201			118		119			108
Income tax provision (benefit)		5			(5	)		(16	)		2		16			(21	)
Net income		88			57			217			116	$	103		$	129

Retained earnings at beginning of period		2,837			3,370			2,708			3,311
Retained earnings at end of period	$	2,925		$	3,427		$	2,925		$	3,427

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
C~~ONSOLIDATED~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
(Millions)	2018			2017		2018			2017
Three Months Ended March 31 (Millions)											2019		2018
Net income	$	88		$	57	$	217		$	116	$	103	$	129
Other comprehensive (loss) income:
Other comprehensive income:
Foreign currency translation adjustments, net of tax		(21	)		14		(11	)		322		7		10
Other comprehensive (loss) income		(21	)		14		(11	)		322
Other comprehensive income												7		10
Comprehensive income	$	67		$	71	$	206		$	438	$	110	$	139

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
C~~ONSOLIDATED~~CONSOLIDATED BALANCE SHEETS
(Unaudited)

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
C~~ONSOLIDATED~~CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Six Months Ended June 30 (Millions)

Three Months Ended March 31(Millions)

Proceeds from long-term debt to affiliates^(a)

Principal payments of long-term debt to affiliates^(a)

Restricted cash included in Other assets per Consolidated Balance Sheets^(a)

(a)	Pursuant to the revision of the master note arrangement with American Express Company during the fourth quarter of 2018, Credco has changed the classification of the net borrowings from short-term debt to affiliates to long-term debt to affiliates.

(b)	Represents cash ~~placed~~deposited with Amex Bank of Canada relating to the purchase of Card Member receivables and the collateralized loan arrangement for transfer of Card Member loans ~~and the purchase of Card Member receivables.~~.

See Notes to Consolidated Financial Statements.

CONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITY

(Unaudited)

See Notes to Consolidated Financial Statements.

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO C~~ONSOLIDATED~~CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Basis of Presentation

~~American Express Credit Corporation (Credco), 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).

Credco is engaged in the business of financing certain non-interest-earning Card Member receivables arising from the use of the American Express charge cards issued in the United States and in certain countries outside the United States. Credco also finances certain interest-earning revolving loans generated by Card Member spending on American Express credit cards issued in non-U.S. markets.

Credco executes material transactions with its affiliates. The agreements between Credco and its affiliates provide that the parties intend that the transactions thereunder be conducted on an ~~arm’s length~~arm’s-length basis; however, there can be no assurance that the terms of these arrangements are the same as would be negotiated between independent, unrelated parties.

American Express provides Credco with financial support with respect to maintenance of its minimum ~~overall~~required 1.25 fixed charge coverage ratio, which is achieved by charging appropriate discount rates on the purchases of receivables Credco makes from, and the interest rates on the loans Credco provides to, TRS and other American Express subsidiaries. Each monthly period, the discount and interest rates are determined to generate income for Credco that is sufficient to maintain its minimum fixed charge coverage ratio. The revenue earned by Credco from purchasing Card Member receivables and Card Member loans at a discount is reported as discount revenue on the Consolidated Statements of ~~Income and Retained Earnings.~~Income.

The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in Credco’s Annual Report on Form 10-K for the year ended December 31, ~~2017 (Form 10-K).~~2018. If not materially different, certain ~~footnote~~note disclosures included therein have been omitted from ~~this Quarterly Report on Form 10-Q.~~these Consolidated Financial Statements.

The interim consolidated financial information in this report has not been audited. In the opinion of management, all adjustments, which consist of normal recurring adjustments necessary for a fair statement of the interim period consolidated financial information, have been made. Results of operations reported for interim periods are not necessarily indicative of results for the entire year.

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These accounting estimates reflect the best judgment of management, but actual results could differ.

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS

Recently Issued Accounting Standards

In June 2016, the Financial Accounting Standards Board (FASB) issued new accounting guidance for the recognition of credit losses on financial instruments, effective January 1, ~~2020, with early adoption permitted on January 1, 2019.~~2020. The guidance introduces a new credit reserving model known as the Current Expected Credit Loss (CECL) model, which is based on expected losses, and differs significantly from the incurred loss approach used today. The CECL model requires measurement of expected credit losses not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The guidance also requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption. Credco ~~does not intend~~continues to ~~adopt the new standard early and is currently evaluating~~evaluate the impact the new guidance will have on ~~its~~Credco’s financial position and results of ~~operations and cash flows; however, it is expected that the~~operations. The CECL model will alter the assumptions used in estimating credit losses on Card Member receivables and loans, and Credco may ~~result in~~have material ~~increases~~changes to ~~Credco’s~~its credit reserves as the new guidance involves earlier recognition of expected losses for the life of the assets. However, the extent of the impact will depend on the characteristics of Credco’s loan portfolio, macroeconomic conditions and forecasted information at the date of adoption. American Express continues to drive its cross-functional implementation efforts and has ~~established an enterprise-wide, cross-discipline governance structure to implement~~substantially completed development of CECL models. Continuing through 2019, American Express is validating and analyzing model output during CECL parallel runs, and developing the business processes, policies and controls that satisfy the requirements of the new standard, and continue to identify and conclude on key interpretive issues along with evaluating American Express’ existing credit loss forecasting models and processes in relation to the new guidance to determine what modifications may be required.standard.

Recently Adopted Accounting Standards

In February 2018, as a result of the enactment of the Tax Cuts and Jobs Act (the Tax ~~Act)~~Act), the FASB issued new accounting guidance on the reclassification of certain tax effects from accumulated other comprehensive income ~~(loss)~~ (AOCI) to retained earnings. ~~The optional~~Credco adopted the new guidance is effective January 1, 2019 ~~with early adoption permitted. Credco is evaluating whether it will adopt the new guidance along with any impacts on Credco’s financial position, results of operations~~ and ~~cash flows, none of which are expected to be material.~~

~~Recently Adopted Accounting Standards~~

In January 2016, the FASB issued new accounting guidance on the recognition and measurement of financial assets and financial liabilities, which was effective and adopted by Credco as of January 1, 2018. The guidance makes targeted changes to GAAP; specifically to the classification and measurement of equity securities, and to certain disclosure requirements associated with the fair value of financial assets and liabilities. The adoption of the guidance did not have a material impact on Credco’s financial position, results of operations and cash flows. Credco implemented changes to its accounting policies, business processes and internal controls in support ofelect the ~~new guidance. Such changes were not material.~~

In November 2016, the FASB issued new accounting guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents, effective January 1, 2018. The guidance provides specifically that amounts generally described as restricted cash and restricted cash equivalents are to be included with cash and cash equivalents on the statements of cash flows. Credco holds a restricted cash balance such that it becomes a material change to the way balances are presented on the statements of cash flows. Beginning with the quarter ended March 31, 2018, Credco’s consolidated statements of cash flows reflect the adoption of the standard using the full retrospective method, which applies the new standard to each prior reporting period presented.

In August 2017, the FASB issued new accounting guidance providing targeted improvements to the accounting for hedging activities, effective January 1, 2019, with early adoption permitted in any interim period or fiscal year before the effective date. The guidance introduces a number of amendments, several of which are optional that are designed to simplify the application of hedge accounting, improve financial statement transparency and more closely align hedge accounting with an entity’s risk management strategies. Effective January 1, 2018, Credco adopted the guidance with no material impact on its financial position, results of operations and cash flows, along with associated changes to its accounting policies, business processes and internal controls in support of the new guidance. Such changes were not material.reclassification.

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~~AMERICAN EXPRESS CREDIT CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

~~Other Information~~

Effective for the second quarter of 2018, American Express realigned its reportable operating segments to reflect the organizational changes announced during the first quarter of 2018 which combined its U.S. and International consumer businesses into a global consumer services organization, among other changes. To enhance the comparability and usefulness of Credco’s financial statements with that of American Express, Credco has also combined its U.S. and International consumer Card Member receivables and loans in Note 2 for the periods presented. This change did not have any impact on Credco’s underlying assumptions or judgments with respect to reserves for losses or credit performance.

2. Card Member Receivables and Card Member Loans

American Express’ charge and lending payment card products result in the generation of Card Member receivables and Card Member loans, respectively.

Card Member receivables as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 consisted of:

Global Consumer Services Group^(a)

Global Commercial Services^(b)

Card Member receivables^(c)

Card Member receivables, net^(d)

Global Consumer Services Group^(a)

Global Commercial Services^(b)

Card Member receivables^(c)

Card Member receivables, net^(d)

(a)	Comprised of U.S. and International Consumer Services.

(b)	Comprised of Corporate and Small Business Services.

(c)	Net of deferred discount revenue totaling ~~$57~~$87 million and ~~$43~~$68 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

(d)	Card Member receivables modified in a troubled debt restructuring (TDR) program were immaterial.

AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Global Consumer Services Group^(a)

Card Member loans, net^(b)

(a)	Comprised of International Consumer Services.

(b)	Card Member loans modified in a TDR program were immaterial.

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~~AMERICAN EXPRESS CREDIT CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

Card Member Receivables and Card Member Loans Aging

Global Corporate Payments^(a)

2017(Millions)
Current
30-59
Days
Past Due

60-89
Days
Past Due

90+ Days
Past Due
Total
Card Member Receivables:
Global Consumer Services Group $ 5,336 $ 18 $ 11 $ 19 $ 5,384
Global Commercial Services
Global Small Business Services 1,397 5 4 6 1,412
Global Corporate Payments^(a)
(b) (b) (b) 112 13,480
Card Member Loans:
Global Consumer Services Group $ 557 $ 1 $ 1 $ 2 $ 561

(a)

For Global Corporate Payments Card Member receivables in Global Commercial Services, delinquency data is tracked based on days past billing status rather than days past due. A Card Member account is considered 90 days past billing if payment has not been received within 90 days of the Card Member’s billing statement date. In addition, if collection procedures are initiated on an account prior to the account becoming 90 days past billing, the associated Card Member receivable balance is classified as 90 days past billing. These amounts are shown above as 90+ Days Past Due for presentation purposes. See also (b).

(b)

Delinquency data for periods other than 9090+ days past billing is not available due to system constraints. Therefore, such data has not been utilized for risk management purposes. The balances that are current to 89 days past due can be derived as the difference between the Total and the 90+ Days Past Due balances.

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Credit Quality Indicators for Card Member Receivables and Card Member Loans

The following tables present the key credit quality indicators as of or for the ~~six~~three months ended ~~June 30:~~March 31:

2018 2017

Net
Write-off
Rate
^(a)
30+ Days
Past Due
as a % of
Total

Net
Write-off
Rate
^(a)
30+ Days
Past Due
as a % of
Total

Card Member Receivables:
Global Consumer Services Group 1.30 % 0.75 % 0.90 % 0.82 %
Global Small Business Services 1.56 % 0.98 % 1.03 % 1.10 %
Card Member Loans:
Global Consumer Services Group 1.06 % 0.69 % 1.28 % 0.85 %

	2019						2018
				30+ Days						30+ Days
	Net			Past Due			Net			Past Due
	Write-off			as a % of			Write-off			as a % of
	Rate		^(a)	Total			Rate		^(a)	Total
Card Member Receivables:
Global Consumer Services Group		1.20	%		0.70	%		1.25	%		1.00	%
Global Small Business Services		1.47	%		1.00	%		1.42	%		1.30	%
Card Member Loans:
Global Consumer Services Group		1.25	%		0.78	%		1.40	%		0.89	%

													2019				2018
													Net Loss		90+ Days		Net Loss		90+ Days
													Ratio as a		Past		Ratio as a		Past
													% of		Billing		% of		Billing
	2018						2017						Charge		as a % of		Charge		as a % of
	Net Loss Ratio as a % of Charge Volume		^(b)	90+ Days Past Billing as a % of Receivables			Net Loss Ratio as a % of Charge Volume		^(b)	90+ Days Past Billing as a % of Receivables			Volume	^(b)	Receivables		Volume	^(b)	Receivables
Card Member Receivables:
Global Corporate Payments		0.07	%		0.81	%		0.08	%		0.84	%	0.06	%	0.63	%	0.07	%	0.86	%

(a)	Represents the amount of Card Member receivables or Card Member loans owned by Credco that are written off, net of recoveries, expressed as a percentage of the average Card Member receivables or Card Member loans balances in each of the periods indicated.

(b)	Represents the amount of Card Member receivables owned by Credco that are written off, net of recoveries, expressed as a percentage of the volume of Card Member receivables purchased by Credco in each of the periods indicated.

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~~AMERICAN EXPRESS CREDIT CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

3. Reserves for Losses

Reserves for losses relating to Card Member receivables and Card Member loans represent management’s best estimate of the probable inherent losses in Credco’s outstanding portfolio of receivables and loans, as of the balance sheet date. Management’s evaluation process requires certain estimates and judgments.

Changes in Card Member Receivables Reserve for Losses

The following table presents changes in the Card Member receivables reserve for losses for the ~~six~~three months ended ~~June 30:~~
March 31:

(Millions)	2019			2018
Balance, January 1	$	167		$	145
Provisions		60			62
Other credits^(a)		9			28
Net write-offs^(b)		(61	)		(56	)
Balance, March 31	$	175		$	179

(Millions) 2018 2017
Balance, January 1 $ 145 $ 110
Provisions 119 113
Other credits^(a)
32 33
Net write-offs^(b)
(119 ) (94 )
Other debits^(c)
(20 ) (16 )
Balance, June 30 $ 157 $ 146

(a)

Primarily reserve balances ~~applicable~~related to new groups of, and participation interests in, Card Member receivables purchased from ~~TRS and certain of its subsidiaries and participation interests from affiliates. New groups of Card Member receivables purchased totaled $5.5~~affiliates, totaling $1.6 billion and ~~$6.0~~$4.3 billion for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively.

(b)	Net of recoveries of ~~$55~~$31 million and ~~$45~~$28 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively.~~

~~(c)~~

Primarily reserve balances related to participation interests in Card Member receivables sold to an affiliate. Participation interests in Card Member receivables sold totaled $3.4 billion and $2.6 billion for the six months ended June 30, 2018 and 2017, respectively.

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Changes in Card Member Loans Reserve for Losses

The following table presents changes in the Card Member loans reserve for losses for the ~~six~~three months ended ~~June 30:~~March 31:

(Millions)	2018			2017			2019			2018
Balance, January 1	$	5		$	5		$	5		$	5
Provisions		3			3			3			2
Net write-offs^(a)		(3	)		(3	)		(2	)		(1	)
Balance, June 30	$	5		$	5
Balance, March 31							$	6		$	6

(a)	Net of recoveries of ~~$1.0~~$0.3 million for ~~each of~~both the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

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~~AMERICAN EXPRESS CREDIT CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

4. Derivatives and Hedging Activities

Credco uses derivative financial instruments ~~(derivatives)~~ to manage exposures to various market risks. These instruments derive their value from an underlying variable or multiple variables, including interest rates and foreign exchange rates, and are carried at fair value on the Consolidated Balance Sheets. 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 management. Credco does not transact in derivatives for trading purposes.

In relation to Credco’s credit risk, ~~under the terms~~certain of ~~the~~Credco’s bilateral derivative agreements ~~it has with its various~~include provisions that allow counterparties ~~Credco is not required~~ to ~~either immediately settle any outstanding liability balances or post collateral upon~~terminate the ~~occurrence~~agreement in the event of a ~~specified~~downgrade of Credco’s debt credit ~~risk-related event.~~rating below investment grade and settle the outstanding net liability position. As of March 31, 2019, these derivatives were not in a material net liability position. Based on Credco’s assessment of the credit risk of its derivative counterparties as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, no credit risk adjustment to the derivative portfolio was required.

A majority of Credco’s derivative assets and liabilities as of March 31, 2019 and December 31, 2018 are subject to master netting agreements with its derivative counterparties. Credco has no derivative amounts subject to enforceable master netting arrangements that are not offset on the Consolidated Balance Sheets.

The following table summarizes the total fair value, excluding interest accruals, of derivative assets and liabilities as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:

	Other Assets						Other Liabilities
	Fair Value						Fair Value
(Millions)	2019			2018			2019			2018
Derivatives designated as hedging instruments:
Fair value hedges - Interest rate contracts^(a)(b)	$	―		$	―		$	6		$	―
Net investment hedges - Foreign exchange contracts		19			57			40			10
Total derivatives designated as hedging instruments		19			57			46			10
Derivatives not designated as hedging instruments:
Foreign exchange contracts		30			220			114			6
Total derivatives, gross		49			277			160			16
Less: Derivative asset and derivative liability netting^(c)		(27	)		(11	)		(27	)		(11	)
Total derivatives, net	$	22		$	266		$	133		$	5

   Other Assets Other Liabilities
   Fair Value Fair Value
(Millions) 2018 2017 2018 2017
Derivatives designated as hedging instruments:
Fair value hedges - Interest rate contracts^(a)
$ ― $ ― $ 1 $ ―
Net investment hedges - Foreign exchange contracts 129 54 7 38
Total derivatives designated as hedging instruments 129 54 8 38
Derivatives not designated as hedging instruments:
Foreign exchange contracts 65 9 14 57
Total derivatives, gross 194 63 22 95
Less: Cash collateral netting^(b)
― ― ― ―
          Derivative asset and derivative liability netting^(c)
(10 ) (26 ) (10 ) (26 )
Total derivatives, net $ 184 $ 37 $ 12 $ 69

(a)	For Credco’s centrally cleared derivatives, variation margin payments are legally characterized as settlement payments as opposed to collateral. ~~Accordingly, the amounts disclosed for centrally cleared derivatives are based on gross assets and gross liabilities, net of variation margin.~~

(b)

Credco posted ~~$81~~$44 million and ~~$115~~$55 million as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, as initial margin on its centrally cleared interest rate swaps; such amounts are recorded within Other assets on Credco’s Consolidated Balance Sheets and are not netted against the derivative balances.

(c)	Represents the amount of netting of derivative assets and derivative liabilities executed with the same ~~counterparty~~counterparties under an enforceable master netting arrangement.

A majority of Credco’s derivative assets and liabilities as of June 30, 2018 and December 31, 2017 are subject to master netting agreements with its derivative counterparties. Credco has no derivative amounts subject to enforceable master netting arrangements that are not offset on the Consolidated Balance Sheets.

1110

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Fair Value Hedges

Credco is exposed to interest rate risk associated with its fixed-rate long-term debt obligations. At the time of issuance, certain fixed-rate debt obligations are designated in fair value hedging relationships using interest rate swaps to economically convert the fixed interest rate to a floating interest rate. Credco has ~~$15.3~~$12.5 billion and ~~$16.2~~$13.8 billion of its fixed-rate debt obligations designated in fair value hedging relationships as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

The following table ~~represents~~presents the gains and losses recognized in Interest expense associated with the fair value hedges of Credco’s fixed-rate long-term debt:

	Gains (losses)												Gains (losses)
	Three Months Ended						Six Months Ended						Three Months Ended
	June 30,						June 30,						March 31,
(Millions)	2018			2017			2018			2017			2019		2018
	Interest Expense^(a)			Other Expenses			Interest Expense^(a)			Other Expenses
Fixed-rate long-term debt	$	12		$	(37	)	$	127		$	(8	)	$	(67)	$	115
Derivatives designated as hedging instruments		(20	)		20			(115	)		(30	)		65		(95	)
Total	$	(8	)	$	(17	)	$	12		$	(38	)	$	(2)	$	20

~~(a)~~

Credco adopted new accounting guidance providing targeted improvements to the accounting for hedging activities effective January 1, 2018. In compliance with the standard, amounts previously recorded in Other expenses have been prospectively recorded in Interest expense. Refer to Note 1 for additional information.

The carrying values of the hedged liabilities, recorded within Long-term debt on the Consolidated Balance Sheets, were ~~$15.0~~$12.4 billion and ~~$16.0~~$13.5 billion as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, including offsetting amounts of ~~$282~~$116 million and ~~$155~~$184 million for the respective periods, related to the cumulative amount of fair value hedging adjustments.

Credco recognized a net increase of ~~$19~~$32 million and ~~a net reduction of $17~~$4 million in ~~interest~~Interest expense on long-term debt for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and a net increase of $23 million and a net reduction of $39 million for the six months ended June 30, 2018 and 2017,~~ respectively, primarily related to the net settlements (interest accruals) on Credco’s interest rate derivatives designated as fair value hedges.

Net Investment Hedges

Credco had notional amounts of approximately $2.9 billion of foreign currency derivatives designated as net investment hedges as of both March 31, 2019 and December 31, 2018. The gain or loss on net investment hedges, net of taxes, recorded in AOCI as part of the cumulative translation adjustment, ~~was a gain~~were losses of ~~$105~~$57 million and ~~a loss of $40~~$43 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively and a gain of $62 million and a loss of $168 million for the six months ended June 30, 2018 and 2017,~~ respectively. No amounts associated with net investment hedges were reclassified from AOCI into income for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~

2018.

Derivatives Not Designated as Hedges

The changes in the fair value of derivatives that are not designated as hedges are intended to offset the related foreign exchange gains or losses of the underlying foreign currency exposures. The changes in the fair value of the derivatives and the related underlying foreign currency exposures resulted in net gains of ~~$15~~$23 million and $6$15 million for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and net gains of $30 million and $10 million for the six months ended June 30, 2018 and 2017,~~ respectively, and are recognized in Other expenses.

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

5. Fair Values

Financial Assets and Financial Liabilities Carried at Fair Value

The following table summarizes Credco’s financial assets and financial liabilities measured at fair value on a recurring basis, categorized by GAAP’s fair value hierarchy as Level 2, as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:

(Millions) 2018 2017
Assets:
Derivatives^(a)
$ 194 $ 63
Total assets 194 63
Liabilities:
Derivatives^(a)
22 95
Total liabilities $ 22 $ 95

(Millions)	2019		2018
Assets:
Derivatives, gross^(a)	$	49	$	277
Total assets		49		277
Liabilities:
Derivatives, gross^(a)		160		16
Total liabilities	$	160	$	16

(a)	Refer to Note 4 for the fair values of derivative assets and liabilities, on a further disaggregated basis.

Financial Assets and Financial Liabilities Carried at Other Than Fair Value

The following table summarizes the estimated fair value for Credco’s financial assets and financial liabilities that are measured at amortized cost, and not required to be carried at fair value on a recurring basis, as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018. The fair values of these financial instruments are estimates based upon the market conditions and perceived risks as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018, and require management judgment. These figures may not be indicative of future fair values, nor can ~~Credco’s~~the fair value of Credco be estimated by aggregating the amounts presented.

Carrying Corresponding Fair Value Amount
2018 (Billions)
Value Total Level 1 Level 2 Level 3
Financial Assets:
Financial assets for which carrying values equal or approximate fair value
Cash and cash equivalents ^(a)
$ 0.2 $ 0.2 $ 0.2 $ ― $ ―
Other financial assets ^(b)
22.9 22.9 0.1 22.8 ―
Financial assets carried at other than fair value
Card Member loans, net 0.6 0.6 ― ― 0.6
Loans to affiliates and other 13.4 13.3 ― 8.4 4.9
Financial Liabilities:
Financial liabilities for which carrying values equal or approximate fair value 10.5 10.5 ― 10.5 ―
Financial liabilities carried at other than fair value
Long-term debt 23.6 23.7 ― 23.7 ―
Long-term debt with affiliates $ 0.3 $ 0.3 $ ― $ 0.3 $ ―

	Carrying		Corresponding Fair Value Amount
2019 (Billions)	Value		Total		Level 1		Level 2		Level 3
Financial Assets:
Financial assets for which carrying values
equal or approximate fair value
Cash and cash equivalents^(a)	$	0.1	$	0.1	$	0.1	$	―	$	―
Other financial assets^(b)		26.0		26.0		0.1		25.9		―
Financial assets carried at other than fair value
Card Member loans, net		0.6		0.6		―		―		0.6
Loans to affiliates and other		14.2		14.3		―		7.6		6.7
Financial Liabilities:
Financial liabilities for which carrying values equal
or approximate fair value		8.9		8.9		―		8.9		―
Financial liabilities carried at other than fair value
Long-term debt		18.3		18.5		―		18.5		―
Long-term debt to affiliates	$	10.6	$	10.6	$	―	$	10.6	$	―

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Carrying		Corresponding Fair Value Amount								Carrying		Corresponding Fair Value Amount
2017 (Billions)	Value		Total		Level 1		Level 2		Level 3
2018 (Billions)											Value		Total		Level 1		Level 2		Level 3
Financial Assets:
Financial assets for which carrying values equal or approximate fair value
Financial assets for which carrying values
equal or approximate fair value
Cash and cash equivalents ^(a)	$	0.2	$	0.2	$	0.2	$	―	$	―	$	0.1	$	0.1	$	0.1	$	―	$	―
Other financial assets ^(b)		20.6		20.6		0.1		20.5		―		24.9		24.9		0.1		24.8		―
Financial assets carried at other than fair value
Card Member loans, net		0.6		0.6		―		―		0.6		0.6		0.6		―		―		0.6
Loans to affiliates and other		14.5		14.4		―		10.0		4.4		14.1		14.1		―		7.4		6.7
Financial Liabilities:
Financial liabilities for which carrying values equal or approximate fair value		8.6		8.6		―		8.6		―
Financial liabilities for which carrying values equal
or approximate fair value												9.0		9.0		―		9.0		―
Financial liabilities carried at other than fair value
Long-term debt		24.2		24.5		―		24.5		―		20.4		20.5		―		20.5		―
Long-term debt with affiliates	$	0.3	$	0.3	$	―	$	0.3	$	―
Long-term debt to affiliates											$	7.5	$	7.3	$	―	$	7.3	$	―

(a)	Amounts reflect interest-bearing deposits.

(b)	Level 1 amounts reflect interest-bearing restricted cash and Level 2 amounts primarily reflect Card Member receivables.

Nonrecurring Fair Value Measurements

During the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and during the year ended December 31, ~~2017,~~2018, Credco did not have any assets that were measured at fair value due to impairment on a nonrecurring basis.

~~6. Variable Interest Entity~~

Credco established a Variable Interest Entity, American Express Canada Credit Corporation (AECCC), primarily to issue notes in Canada under a medium-term note program and lend the proceeds to affiliates. The notes issued under the medium-term note program are fully guaranteed by Credco. Credco is considered the primary beneficiary of the entity and owns all of the outstanding voting interests and, therefore, consolidates the entity.

As of June 30, 2018 and December 31, 2017, total assets of AECCC were $8 million and $466 million, respectively, and total liabilities were nil and $457 million, respectively, none of which were eliminated in consolidation. In March 2018, the funds lent by AECCC were repaid by the affiliates and used to satisfy the scheduled maturity of notes issued under the medium-term note program.

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~~AMERICAN EXPRESS CREDIT CORPORATION~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~

7.6. Changes in Accumulated Other Comprehensive Income

AOCI is comprised of items that have not been recognized in earnings but may be recognized in earnings in the future when certain events occur. Changes in Foreign Currency Translation Adjustments for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ were as follows:

Three Months Ended June 30, 2018 (Millions), net of tax

Foreign
Currency
Translation
Adjustments

Balances as of March 31, 2018 $ (988 )
Net translation loss of investments in foreign operations (126 )
Net gains related to hedges of investment in foreign operations 105
Net change in accumulated other comprehensive loss (21 )
Balances as of June 30, 2018 $ (1,009 )

	Foreign Currency
	Translation
	Adjustments
2019 (Millions), net of tax	Gains (Losses)
Balances as of December 31, 2018	$	(1,060	)
Net translation gain of investments in foreign operations		64
Net losses related to hedges of investment in foreign operations		(57	)
Net change in accumulated other comprehensive loss		7
Balances as of March 31, 2019	$	(1,053	)



	Foreign Currency
	Translation
	Adjustments
2018 (Millions), net of tax	Gains (Losses)
Balances as of December 31, 2017	$	(998	)
Net translation gain of investments in foreign operations		53
Net losses related to hedges of investments in foreign operations		(43	)
Net change in accumulated other comprehensive loss		10
Balances as of March 31, 2018	$	(988	)

Six Months Ended June 30, 2018 (Millions), net of tax

Foreign
Currency
Translation
Adjustments

Balances as of December 31, 2017 $ (998 )
Net translation loss of investments in foreign operations (73 )
Net gains related to hedges of investment in foreign operations 62
Net change in accumulated other comprehensive loss (11 )
Balances as of June 30, 2018 $ (1,009 )

Three Months Ended June 30, 2017 (Millions), net of tax

Foreign
Currency
Translation
Adjustments

Balances as of March 31, 2017 $ (955 )
Net translation gain of investments in foreign operations 54
Net losses related to hedges of investment in foreign operations (40 )
Net change in accumulated other comprehensive loss 14
Balances as of June 30, 2017 $ (941 )

Six Months Ended June 30, 2017 (Millions), net of tax

Foreign
Currency
Translation
Adjustments

Balances as of December 31, 2016 $ (1,263 )
Net translation gain of investments in foreign operations^(a)
490
Net losses related to hedges of investment in foreign operations (168 )
Net change in accumulated other comprehensive loss 322
Balances as of June 30, 2017 $ (941 )

~~(a)~~

~~Includes $289 million of tax benefits recognized in the six months ended June 30, 2017.~~

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AMERICAN EXPRESS CREDIT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

The following table shows the tax impact for the three ~~and six~~ months ended ~~June 30~~March 31 for the changes in Foreign Currency Translation Adjustments presented above:

Tax (benefit) expense
Three Months Ended Six Months Ended
June 30, June 30,
(Millions) 2018 2017 2018 2017
Foreign currency translation adjustments ^(a)
$ (23 ) $ (3 ) $ (31 ) $ (245 )
Net investment hedges 33 (24 ) 19 (100 )
Total tax impact $ 10 $ (27 ) $ (12 ) $ (345 )

~~(a)~~

~~Includes $289 million of tax benefits recognized in the six months ended June 30, 2017.~~

No amounts were reclassified out of AOCI into the Consolidated Statements of Income ~~and Retained Earnings~~ for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

8.7. Income Taxes

The results of operations of Credco are included in the consolidated U.S. federal income tax return of American Express. Under an agreement with American Express, provision for income taxes is recognized on a separate company basis. If benefits for net operating losses, future tax deductions and foreign tax credits cannot be recognized on a separate company basis, such benefits are then recognized based upon a share, derived by formula, of those deductions and credits that are recognizable on an American Express consolidated reporting basis.

The effective tax rate was ~~5.4~~13.4 percent and ~~(9.6)~~(19.4) percent for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and (8.0) percent and 1.7 percent for the six months ended June 30, 2018 and 2017,~~ respectively. The changes in tax rates for both periods primarily reflect a reduction in the U.S. statutory corporate income tax rate from 35 percent to 21 percent effective January 1, 2018, as a result of the Tax Act. The tax rate for the ~~six~~three months ended ~~June 30,~~March 31, 2018 includes a $24 million discrete tax benefit related to the Tax Act that reduced the reported effective tax rate by 11.9 percent and is related to a revision to the provisional tax charge recorded in 2017 as a result of the Tax Act. The revision to the provisional tax charge results from additional analysis of the foreign withholding tax consequences of future cash dividends paid from non-U.S. subsidiaries. Credco is still analyzing the impacts of the Tax Act; therefore, the 2017 tax charge continues to be provisional.22.2 percent.

The tax rate in each of the periods reflects the geographic mix of expenses in the United States that generates a tax benefit at the U.S. statutory rate and foreign earnings taxed at lower rates, and the favorable impact of the tax benefit related to Credco’s ongoing funding activities outside the United States. Credco’s provision for income taxes for interim financial periods is not based on an estimated annual effective rate due to volatility in certain components of revenues and expenses that prevents Credco from projecting a reliable estimate of full year pretax income. A discrete calculation of the provision for income taxes is recorded for each interim period.

~~American Express~~Credco is under continuous examination by the Internal Revenue Service (IRS) and tax authorities in other countries and states in which ~~American Express~~it has significant business operations. The tax years under examination and open for examination vary by jurisdiction. ~~American Express is currently under examination with the IRS~~In 2018, Credco settled its U.S. federal income tax audits for tax years ~~2008~~2008-2014, and the statute of limitations for these years remain open through ~~2014.~~2019. Tax years from 2015 onwards are open for examination by the IRS.

Credco believes it is reasonably possible that its unrecognized tax benefits could decrease by an immaterial amount within the next 12 months, principally as a result of potential resolutions of prior years’ tax items with various taxing authorities. The prior years’ tax items include unrecognized tax benefits relating to the attribution of taxable income to a particular jurisdiction or jurisdictions. The resolution of such items would not have a material impact on Credco’s effective tax rate.

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~~Item 2.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

Overview

Credco is engaged in the business of financing certain non-interest-earning Card Member receivables arising from the use of the American Expresscharge cards issued in the United States and in certain countries outside the United States. Credco also finances certain interest-earning revolving loans generated by Card Member spending on American Express credit cards issued in non-U.S. markets.

Certain of the statements in this Form 10-Q report are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to the “Cautionary Note Regarding Forward-Looking Statements” section.

Business Overview

Management’s discussion of the results of Credco is in the context of the wider business environment for American Express.

American Express’ results for the ~~second~~first quarter reflect ~~strong performance that continues the momentum from the beginning of~~a solid start to the year, ~~as it progresses against~~with broad based billings and revenue growth across its ~~four strategic imperatives – strengthening~~businesses and geographies. American Express continued to invest in new services and Card Member benefits, new card acquisitions and expanding its ~~leadership position with premium consumers, extending its strong position in the commercial payments space, strengthening its global, integrated~~merchant network, and ~~making~~ it returned a significant amount of capital to its shareholders through share repurchases and dividends.

American Express ~~an essential part~~continues to see attractive growth opportunities across its businesses and plans to invest to take advantage of ~~its customers’ digital lives.~~

them in order to drive revenue growth over the moderate to long term. While American Express continues to see some headwinds in the environment, including from ~~a rising interest rate environment,~~ regulation in countries around the world and intense competition, it remains focused on delivering differentiated value to its merchants, ~~customers~~Card Members and business partners ~~while~~and delivering appropriate returns to its shareholders.

Effective for the second quarter of 2018, American Express realigned its reportable operating segments to reflect the organizational changes announced during the first quarter of 2018 which combined its U.S. and International consumer businesses into a global consumer services organization, among other changes. To enhance the comparability and usefulness of Credco’s financial statements with that of American Express, Credco has also combined its U.S. and International consumer Card Member receivables and loans in Note 2 to the Consolidated Financial Statements for the periods presented. This change did not have any impact on Credco’s underlying assumptions or judgments with respect to reserves for losses or credit performance.

Results of Operations for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Net income depends largely on the volume of Card Member receivables and Card Member loans purchased, the discount rate used to determine purchase price, interest earned, interest expense, collectability of purchased Card Member receivables and Card Member loans, and income taxes.

Credco’s consolidated net income ~~increased~~decreased by ~~$101~~$26 million to ~~$217~~$103 million, as compared to net income of ~~$116~~$129 million for the same period in ~~2017.~~2018. The year-over-year ~~increase~~decrease in net income is primarily driven by ~~an increase~~the discrete tax benefit of $24 million related to the Tax Cuts and Jobs Act (the Tax Act) recorded in ~~discount revenue earned from Card Member receivables and loans and higher interest income from affiliates and other, partially offset by higher interest expense.~~

~~Table~~the first quarter of ~~Contents~~

2018.

Table 1: Total Revenues Summary

Six Months Ended June 30, Change
(Millions, except percentages) 2018 2017 2018 vs. 2017
Discount revenue earned from purchased Card Member receivables and loans $ 462 $ 359 $ 103 29 %
Interest income from affiliates and other 179 123 56 46
Finance revenue 28 23 5 22
Total revenues $ 669 $ 505 $ 164 32 %

Three Months Ended March 31,					Change
(Millions, except percentages)	2019		2018		2019 vs. 2018
Discount revenue earned from purchased Card Member receivables and Card Member loans	$	303	$	214	$	89	42	%
Interest income from affiliates and other		110		89		21	24
Finance revenue		19		15		4	27
Total revenues	$	432	$	318	$	114	36	%

Total revenues

Discount revenue increased, due to higher discount ~~rate~~rates and higher volumes of receivables purchased.

Interest income increased, primarily due to higher interest ~~rates and higher average loan balances.~~rates.

Finance revenue increased, primarily due to higher average outstanding Card Member loan balances.

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Table 2: Total Expense Summary

Six Months Ended June 30, Change
(Millions, except percentages) 2018 2017 2018 vs. 2017
Provisions for losses $ 122 $ 116 $ 6 5 %
Interest expense 304 220 84 38
Interest expense to affiliates 69 22 47 #
Other, net (27 ) 29 (56 ) #
Total expenses $ 468 $ 387 $ 81 21 %

Three Months Ended March 31,							Change
(Millions, except percentages)	2019			2018			2019 vs. 2018
Provisions for losses	$	63		$	64		$	(1	)	(2	)%
Interest expense		169			131			38		29
Interest expense to affiliates		104			29			75		#
Other, net		(23	)		(14	)		(9	)	64
Total expenses	$	313		$	210		$	103		49	%

# Denotes a variance greater than 100 percent

Total expenses

~~Provisions for losses increased, primarily due to higher write-offs.~~

Interest expense increased, primarily due to higher LIBOR rates ~~partially offset by~~and a fair value hedge ineffectiveness ~~gains previously reported~~loss during the quarter ended March 31, 2019 as compared to a fair value hedge ineffectiveness gain in ~~Other expense.~~the prior period.

Interest expense to affiliates increased, primarily due to ~~higher LIBOR rates and~~an increase in average debt ~~balances.~~balances and higher interest rates.

Other expenses decreased, primarily driven by ~~a fair value hedge ineffectiveness loss of $38 million in the prior period, now reported in Interest expense and~~ higher forward point ~~gains of $20 million.~~gains.

Income taxes

The effective tax rates were ~~5.4~~13.4 percent and ~~(9.6)~~(19.4) percent for the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017, respectively, and (8.0) percent and 1.7 percent for the six months ended June 30, 2018 and 2017,~~ respectively. The changes in tax rates for both periods primarily reflect a reduction in the U.S. statutory corporate income tax rate from 35 percent to 21 percent effective January 1, 2018, as a result of the Tax Cuts and Jobs Act (the Tax Act). The tax rate for the ~~six~~three month period ended ~~June 30,~~March 31, 2018 includes a $24 million discrete tax benefit related to ~~a revision to~~ the ~~provisional tax charge recorded in 2017.~~Tax Act. Refer to Note 87 to the Consolidated Financial Statements for additional information.

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Card Member Receivables and Card Member Loans

The net volume of Card Member receivables and Card Member loans purchased during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ was approximately ~~$142~~$78 billion and ~~$126~~$74 billion, respectively.

As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, Credco owned ~~$22.8~~$26.0 billion and ~~$20.3~~$24.6 billion, respectively, of gross Card Member receivables. Card Member receivables represent amounts due on American Express charge card products and are recorded at the time they are purchased from the seller. Included in Card Member receivables are Credco Receivables Corporation’s (CRC) purchases of participation interests from RFC VIII in conjunction with TRS’ securitization program. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, CRC owned approximately ~~$4.8~~$7.5 billion and ~~$4.1~~$6.7 billion, respectively, of such participation interests.

As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, Credco owned gross Card Member loans totaling ~~$581~~$643 million and ~~$561~~$641 million, respectively. These loans generally represent revolving amounts due on American Express lending card products.

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The following table summarizes selected information related to the Card Member receivables portfolio as of ~~June 30:~~March 31:

Table 3: Selected Information Related to Card Member Receivables

(Millions, except percentages and where indicated) 2018 2017
Total gross Card Member receivables ^(a)
$ 22,792 $ 21,876
Loss reserves ― Card Member receivables ^(a)
$ 157 $ 146
Loss reserves as a % of receivables 0.7 % 0.7 %
Average life of Card Member receivables (# in days) ^(b)
29 29

(Millions, except percentages and where indicated)	2019			2018
Total gross Card Member receivables^(a)	$	26,007		$	24,864
Loss reserves ― Card Member receivables^(a)	$	175		$	179
Loss reserves as a % of receivables		0.7	%		0.7	%
Average life of Card Member receivables (# in days)^(b)		29			28

(a)	Refer to Notes 2 and 3 to the Consolidated Financial Statements for further discussion.

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

Loans to Affiliates and Other

Credco’s loans to affiliates and other represent floating-rate interest-bearing borrowings by wholly owned subsidiaries of TRS and the joint ventures that issue American Express cards in certain countries. The components of loans to affiliates and other as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were as follows:

Table 4: Loans to Affiliates and Other

(Millions) 2018 2017
American Express Limited $ 3,847 $ 3,847
American Express Services Europe Limited 2,826 2,747
American Express Australia Limited 1,734 1,616
American Express International, Inc. 1,222 1,180
Amex Bank of Canada 1,141 1,737
Amex Global Holdings C.V. 888 888
American Express Company (Mexico) S.A. de C.V. 829 812
American Express International, Inc.– Branch – Singapore 344 124
American Express Bank (Mexico) S.A. 337 325
Alpha Card S.C.R.L./C.V.B.A 117 138
American Express International (NZ), Inc. 74 80
American Express Saudi Arabia (C) JSC 28 34
Amex Funding Management (Europe) Limited 15 38
American Express Company ― 961
Total^(a)
$ 13,402 $ 14,527

(Millions)	2019		2018
American Express Limited	$	3,847	$	3,847
American Express Services Europe Limited		3,551		3,552
American Express Australia Limited		1,888		1,839
Amex Bank of Canada		1,302		1,334
American Express International, Inc.		1,255		1,243
Amex Global Holdings C.V.		888		888
American Express Company (Mexico) S.A. de C.V.		496		463
American Express International, Inc.– Branch – Singapore		379		383
American Express Bank (Mexico) S.A.		376		348
Alpha Card S.C.R.L./C.V.B.A		107		114
American Express Saudi Arabia (C) JSC		74		53
American Express International (NZ), Inc.		72		72
Total^(a)	$	14,235	$	14,136

(a)	As of ~~June 30, 2018~~both March 31, 2019 and December 31, ~~2017,~~2018, approximately ~~$5.4~~$7.2 billion ~~and $5.0 billion, respectively,~~ were collateralized by the underlying Card Member receivables and Card Member loans transferred with recourse.

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Due from/to Affiliates

As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, amounts due from affiliates were ~~$17~~$19 million and ~~$189~~$210 million, respectively. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, amounts due to affiliates were ~~$2.9~~$3.0 billion and ~~$2.0~~$2.9 billion, respectively. These amounts relate primarily to timing differences from the purchase of Card Member receivables, net of remittances from TRS and its subsidiaries, as well as from operating activities. As of both ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, due to affiliates also includes an amount pertaining to tax liability on account of the Tax Act.

Restricted Cash with Affiliates

As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the amount of interest-bearing restricted cash was $95 million and ~~$100~~$93 million, respectively, which represents cash ~~placed~~deposited with Amex Bank of Canada relating to the purchase of Card Member receivables and the collateralized loan arrangement for transfer of Card Member ~~loans and the purchase of Card Member receivables.~~loans. It ~~has been~~is included under “Other assets” on the Consolidated Balance Sheets.

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Short-term Debt to Affiliates

Short-term debt to affiliates consists primarily of interest-bearing master notes ~~repayable~~payable on demand. ~~Credco does not expect any changes to its short-term funding strategies with affiliates.~~ Components of short-term debt to affiliates as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were as follows:

Table 5: Short-term Debt to Affiliates

(Millions) 2018 2017
AE Exposure Management Limited $ 4,823 $ 4,548
American Express Company 2,016 ―
American Express Europe LLC 587 765
American Express Swiss Holdings GmbH 499 444
American Express Holdings Netherlands CV 192 192
Accertify, Inc. 54 48
Total $ 8,171 $ 5,997

(Millions)	2019		2018
AE Exposure Management Limited	$	5,272	$	5,122
American Express Europe LLC		816		517
American Express Holdings Netherlands CV		192		192
Accertify, Inc.		72		68
Total	$	6,352	$	5,899

Long-term Debt to Affiliates

Long-term debt to affiliates ~~represents an unsecured amount due~~consists primarily of master note agreements with original contractual maturity dates of one year or greater and are not payable on demand. Components of long-term debt to ~~LB Luxembourg Two S.a.r.l amounting to $265 million and $270 million~~affiliates as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017, respectively,~~2018 were as follows:

Table 6: Long-term Debt to Affiliates

(Millions)	2019		2018
American Express Company^(a)	$	10,273	$	7,240
Amex Funding Management (Europe) Limited^(b)		308		283
Total	$	10,581	$	7,523

(a) Amounts payable by ~~December 2020.~~November 2023.

(b) Amounts payable by September 2021.

Service Fees to Affiliates

Credco’s affiliates do not explicitly charge Credco a service fee for the servicing of receivables purchased. Instead Credco receives a lower discount rate on the receivables purchased than would be the case if servicing fees were charged. If a servicing fee had been charged by these affiliates from which Credco purchases receivables, fees to affiliates for servicing receivables would have been approximately ~~$130~~$69 millionand ~~$117~~$63 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Correspondingly, discount revenue would have increased by approximately the same amounts in these periods.

2018

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CONSOLIDATED CAPITAL RESOURCES AND LIQUIDITY

Credco’s balance sheet management objectives are to maintain:

· ●	A broad, deep and diverse set of funding sources to finance its assets and meet operating requirements; and

·●

Liquidity programs that enable Credco to continuously meet expected future financing obligations and business requirements for at least a twelve-month period, ~~even~~ in the event it is unable to continue to raise new funds under its traditional funding programs during a substantial weakening in economic conditions.

Funding Strategy

American Express has in place an enterprise-wide funding policy. The principal funding objective is to maintain broad and well-diversified funding sources to allow American Express, including Credco, to meet its maturing obligations, cost-effectively finance current and future asset growth in its global businesses as well as to maintain a strong liquidity profile.

Credco has historically relied on intercompany borrowings and the debt capital markets to fulfill a substantial amount of its funding needs. It has a variety of funding sources available to access the debt capital markets, including senior unsecured debentures and commercial paper. One of the principal tenets of Credco’s ~~funding~~ strategy is to issue debt with a wide range of maturities to distribute its refinancing requirements across future periods. Credco continues to assess its funding needs and investor demand and could change the mix of its existing sources as well as add new sources to its funding mix. Credco’s funding plan is subject to various risks and uncertainties, such as the disruption of financial markets or reductions in market capacity and demand for securities offered by Credco as well as any regulatory changes or changes in its long-term or short-term credit ratings. Many of these risks and uncertainties are beyond Credco’s control.

Credco’s funding strategy is designed, among other things, to maintain appropriate and stable unsecured debt ratings from the major credit rating agencies: ~~Dominion Bond Rating Services (DBRS),~~ Fitch Ratings (Fitch), Moody’s Investor Services (Moody’s) and Standard & Poor’s (S&P). Such ratings help support Credco’s access to cost-effective unsecured funding as part of its overall funding strategy.

Table 6:7: Unsecured Debt Ratings

Credit Agency	Short-Term Ratings	Long-Term Ratings	Outlook
~~DBRS~~	~~R-1 (middle)~~	~~A (high)~~	~~Stable~~
Fitch	F1	A	Stable

Moody’s	~~Prime 1~~Prime-1	A2	Stable

S&P	A-2	A-	Stable

Downgrades in the ratings of Credco’s unsecured debt could result in higher funding costs, as well as higher fees related to borrowings under its unused lines of credit. Declines in credit ratings could also reduce Credco’s borrowing capacity in the unsecured term debt and commercial paper markets. The overall level of the funding provided by Credco to other American Express affiliates is impacted by a variety of factors, among them Credco’s ratings. To the extent that Credco is subject to a higher cost of funds, whether due to an adverse ratings action or otherwise, the affiliates could continue to use, or could increase their use of, alternative sources of funding for their receivables that offer better pricing.

Short-term Funding Programs

Short-term borrowings, such as commercial paper, is defined as debt with original contractual maturity of twelve months or less. Credco’s issuance and sale of commercial paper is primarily utilized for working capital needs. The amount of short-term borrowings issued in the future will depend on Credco’s funding strategy, its needs and market conditions. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, Credco had nil and ~~$1.2~~$0.8 billion, respectively, of commercial paper outstanding. The average commercial paper outstanding was ~~$0.4~~$0.33 billion and ~~$1.1~~$0.23 billion for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and the year ended December 31, ~~2017,~~2018, respectively.

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Long-term Debt Programs

During ~~2018,~~the three months ended March 31, 2019, Credco ~~has~~did not ~~issued~~issue any unsecured debt securities. Long-term debt is raised through the offering of debt securities both in and outside the United States. Long-term debt is generally defined as any debt with an original contractual maturity greater than twelve months. Credco had the following long-term debt outstanding as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:

Table 7:8: Long-Term Debt Outstanding

(Billions) 2018 2017
Long-term debt outstanding^(a)
$ 23.6 $ 24.2
Average long-term debt^(b)
$ 24.2 $ 24.3

(Billions)	2019		2018
Long-term debt outstanding^(a)	$	18.3	$	20.4
Average long-term debt^(b)	$	20.3	$	22.8

(a)

The outstanding balances include (i) unamortized discount, ~~premium and fees,~~ (ii) the impact of movements in exchange rates on foreign currency denominated debt and (iii) the impact of fair value hedge accounting on certain fixed-rate notes that have been swapped to floating rate through the use of interest rate swaps.

(b)	Average long-term debt outstanding during the ~~six and twelve~~three months ended ~~June 30, 2018~~March 31, 2019 and the year ended December 31, ~~2017,~~2018, respectively.

Credco has the ability to issue debt securities under the shelf ~~registrations~~registration statement filed with the Securities and Exchange Commission (SEC). The latest shelf registration statement filed with the SEC is for an unspecified amount of debt securities. As of ~~both June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, Credco had ~~$23.9~~$18.4 billion and $20.7 billion of debt securities outstanding, respectively, issued under the SEC registration statement. Credco may redeem from time to time certain debt securities within 31 days prior to the original contractual maturity dates in accordance with the optional redemption provisions of those debt securities.

Credco has also established a program in Australia for the issuance of debt securities of up to approximately ~~$4.4~~$4.3 billion (AUD $6 billion). During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, no notes were issued under this program. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the entire amount of approximately ~~$4.4~~$4.3 billion and ~~$4.7~~$4.2 billion, respectively, of notes was available for issuance under this program and there were no outstanding notes as of such dates.

Credco also established a medium-term note program in Canada provided for the issuance of notes by American Express Canada Credit Corporation (AECCC), an indirect wholly owned subsidiary of Credco. As of June 30, 2018 and December 31, 2017, AECCC had nil and $0.5 billion, respectively, of medium-term notes outstanding under this program. AECCC’s financial results are included in the consolidated financial results of Credco.

The covenants of debt instruments issued by Credco impose the requirement that Credco maintain a minimum consolidated net worth of $50 million, which limits the amount of dividends Credco can pay to its parent. During the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ Credco did not pay any cash dividends to TRS. When considering the amount of dividends it pays, Credco takes into account the amount of capital required to maintain capital strength, support business growth and meet the expectations of debt investors. To the extent excess capital is available, it may be distributed to TRS, Credco’s parent company, via dividends. There are no significant restrictions on the ability of Credco to obtain funds from its subsidiaries by dividend or loan. Additionally, there are no limitations on the amount of debt that can be issued by Credco, provided it maintains the minimum required fixed charge coverage ratio of 1.25. As of ~~June 30, 2018,~~March 31, 2019, Credco was in compliance with all restrictive covenants contained in its debt agreements.

Liquidity Management

~~American Express, including Credco, incurs liquidity risk that arises in the course of its activities.~~ The liquidity objective of American Express and its subsidiaries, including Credco, is to maintain access to a diverse set of ~~on- and~~on-and off-balance sheet liquidity ~~sources. American Express~~sources and ~~its subsidiaries, including Credco,~~ seek to maintain liquidity sources in amounts sufficient to meet their expected future financial obligations and business requirements for liquidity for a period of at least twelve months in the event they are unable to raise new funds under their regular funding programs during a substantial weakening in economic conditions. ~~General principles and the overall framework for managing liquidity risk across American Express on an enterprise-wide basis are set out in American Express’ Liquidity Risk Policy.~~

~~Table of Contents~~

~~The liquidity risk exposure could arise from a wide variety of scenarios.~~ The liquidity management strategy ~~thus~~ includes a number of elements, including, but not limited to:

·●	Maintaining diversified funding sources;

·●	Maintaining unencumbered liquid assets and off-balance sheet liquidity sources;

·●	Projecting cash inflows and outflows under a variety of economic and market scenarios;

·●	Establishing clear objectives for liquidity risk management, including compliance with regulatory requirements; and

·●	Incorporating liquidity risk management as appropriate into American Express’ capital adequacy framework.

Credco regularly accesses liquidity through its various funding programs, and maintains a variety of contingent sources of cash and financing, such as access to securitizations of Card Member receivables through sales of receivables to TRS for securitization by RFC VIII and the American Express Issuance Trust II, as well as a committed bank facility.

As of ~~June 30, 2018,~~March 31, 2019, Credco had cash and cash equivalents of ~~approximately $0.2 billion.~~$65 million. In addition to its actual holdings of cash and cash equivalents, Credco maintains access to additional liquidity, in the form of cash and cash equivalents held by certain affiliates, through intercompany loan agreements.

Committed Bank Credit Facility

Credco maintained a U.S. ~~dollar denominated~~dollar-denominated committed syndicated bank credit facility as of ~~June 30, 2018~~March 31, 2019 of $3.5 billion, ~~which expires on~~with a maturity date of October 16, 2020. As of ~~June 30, 2018,~~March 31, 2019, no amounts were drawn on this facility. The capacity of the facility mainly served to further enhance Credco’s contingent funding resources. The availability of this facility is subject to Credco’s compliance with certain financial covenants that require maintenance of a 1.25 ~~ratio of earnings to~~minimum required fixed ~~charges.~~charge coverage ratio. The ~~ratio of earnings to~~ fixed ~~charges~~charge coverage ratio for Credco was ~~1.54~~1.44 and 1.49 for the ~~six~~three months ended ~~June 30, 2018. The ratio of earnings to combined fixed charges~~March 31, 2019 and ~~preferred stock dividends for American Express for the six months~~year ended ~~June 30,~~December 31, 2018, ~~was 3.99.~~respectively.

The committed syndicated bank credit facility does not contain a material adverse change clause, which might otherwise preclude borrowing under the credit facility, nor is it dependent on Credco’s credit rating.

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~~ITEM 4.~~

ITEM 4. CONTROLS AND PROCEDURES

Credco’s management, with the participation of Credco’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Credco’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, Credco’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, Credco’s disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in Credco’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to Credco’s management, including Credco’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There have not been any changes in Credco’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during Credco’s fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, Credco’s internal control over financial reporting.

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Cautionary Note Regarding Forward-Looking Statements

Various statements have been made in this Quarterly Report on this ~~Second~~First Quarter ~~2018~~2019 Form 10-Q that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in Credco’s other reports filed with or furnished to the Securities and Exchange Commission (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 that could cause actual results to differ materially from such statements. The words “believe,” “expect,” ~~“estimate,”~~ “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements. Credco cautions you that the risk factors described in Credco’s Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (the ~~2017~~2018 Form 10-K) and other factors described below are not exclusive. There may also be other risks that Credco is unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Credco undertakes no obligation to update or revise any forward-looking statements.

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

·	credit trends, which will depend in part on the economic environment, including, among other things, the housing market and the rates of bankruptcies, which can affect spending on card products and debt payments by individual and corporate customers;

·	the effectiveness of Credco’s risk management policies and procedures, including Credco’s ability to accurately estimate the provisions for losses in Credco’s outstanding portfolio of Card Member receivables and Card Member loans, and operational risk;

·	fluctuations in foreign currency exchange rates;

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

·	changes in laws or government regulations affecting American Express’ business, including the potential impact of regulations adopted by regulators relating to certain credit and charge card practices;

·	the effect of fluctuating interest rates, which could affect Credco’s borrowing costs and have an adverse effect on the market price of notes issued by Credco;

·	the impact on American Express’ business resulting from continuing geopolitical uncertainty;

·	the impact on American Express’ business of changes in the substantial and increasing worldwide competition in the payments industry;

the impact on American Express’ business resulting from a failure in or breach of operational or security systems, processes or infrastructure, or those of third parties, including as a result of ~~cyber attacks,~~cyberattacks, which could compromise the confidentiality, integrity, privacy and/or security of data, disrupt operations, reduce the use and acceptance of American Express cards and lead to regulatory scrutiny, litigation, remediation and response costs, and reputational harm;

·	the impact on American Express’ business that could result from litigation such as class actions or proceedings brought by governmental and regulatory agencies;

Credco’s ability to satisfy its liquidity needs and execute on its funding plans, which will depend on, among other things, Credco’s future business growth, the impact of global economic, political and other events on market capacity, Credco’s credit ratings, demand for securities offered by Credco, performance by Credco’s counterparties under its bank credit facilities and other lending facilities, and regulatory changes; and

Credco’s tax rate remaining in line with current expectations, which could be impacted by, among other things, ~~changes in interpretations and assumptions Credco has made and actions Credco may take as a result of the Tax Act,~~ Credco’s geographic mix of income, further changes in tax laws and regulation, unfavorable tax audits and other unanticipated tax items; and the impact of accounting ~~changes; and~~

the implementation of legislation and additional guidance or context from the Internal Revenue Service, the U.S. Treasury Department, state and foreign taxing authorities, the Financial Accounting Standards Board or others regarding the Tax Act, and any future changes or amendments to that legislation.changes.

PART II. OTHER INFORMATION

~~PART II.~~

~~OTHER INFORMATION~~

~~ITEM 1A.~~

ITEM 1A. RISK FACTORS

For a discussion of Credco’s risk factors, see Part I, Item 1A. “Risk Factors” of the ~~2017~~2018 Form 10-K. There are no material changes from the risk factors set forth in the ~~2017~~2018 Form 10-K. However, the risks and uncertainties that Credco faces are not limited to those set forth in the ~~2017~~2018 Form 10-K. Additional risks and uncertainties not presently known to Credco or that it currently believes to be immaterial may also adversely affect Credco’s business.

~~ITEM 5.~~

ITEM 5. OTHER INFORMATION

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Exchange Act, an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted outside the United States by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.

American Express Global Business Travel (GBT) and certain entities that may be considered affiliates of GBT have informed American Express that during the quarter ended ~~June 30, 2018,~~March 31, 2019, approximately 45four visas were obtained from Iranian embassies and consulates around the world in connection with certain travel arrangements on behalf of ~~clients, and reservations were booked at one hotel that may be owned, directly or indirectly, or may otherwise be affiliated with, the Government of Iran.~~clients. GBT had negligible gross revenues and net profits attributable to these transactions and intends to continue to engage in these activities on a limited basis so long as such activities are permitted under U.S. law.

~~ITEM 6.~~

ITEM 6. EXHIBITS

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

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SIGNATURES

~~SIGNATURES~~

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

AMERICAN EXPRESS CREDIT CORPORATION
(Registrant)

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EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

Exhibit No.	Description	How Filed
~~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 Combined Fixed Charges and Preferred Stock Dividends of American Express Company.~~	~~Electronically filed herewith.~~

31.1	Certification of David L. Yowan, 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 Anderson Y. Lee, 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 David L. Yowan, 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 Anderson Y. Lee, 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.

101.INS	XBRL Instance Document	Electronically filed herewith.

101.SCH	XBRL Taxonomy Extension Schema Document	Electronically filed herewith.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	Electronically filed herewith.

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	Electronically filed herewith.

101.LAB	XBRL Taxonomy Extension Label Linkbase Document	Electronically filed herewith.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	Electronically filed herewith.


	E-1

	June 30,			December 31,			March 31,			December 31,
(Millions, except share data)	2018			2017			2019			2018
Assets
Cash and cash equivalents	$	185		$	196		$	65			$	102
Card Member receivables, less reserves: 2018, $157; 2017, $145		22,635			20,131
Card Member loans, less reserves: 2018, $5; 2017, $5		576			556
Card Member receivables, less reserves: 2019, $175; 2018, $167								25,832				24,429
Card Member loans, less reserves: 2019, $6; 2018, $5								637				636
Loans to affiliates and other		13,402			14,527			14,235				14,136
Due from affiliates		17			189			19				210
Other assets		421			290			274				529
Total assets	$	37,236		$	35,889		$	41,062			$	40,042
Liabilities and Shareholder’s Equity
Liabilities
Short-term debt	$	113		$	1,308		$	93			$	826
Short-term debt to affiliates		8,171			5,997			6,352				5,899
Long-term debt		23,564			24,153			18,259				20,447
Long-term debt to affiliates		265			270			10,581				7,523
Total debt		32,113			31,728			35,285				34,695
Due to affiliates		2,852			1,988			3,059				2,869
Accrued interest and other liabilities		194			302			412				282
Total liabilities	$	35,159		$	34,018		$	38,756			$	37,846
Shareholder’s Equity
Common stock, $0.10 par value, authorized 3 million shares; issued and outstanding 1.5 million shares		―			―
Common stock, $0.10 par value, authorized 3 million shares; issued
and outstanding 1.5 million shares as of March 31, 2019 and December 31, 2018								―				―
Additional paid-in capital		161			161			161				161
Retained earnings		2,925			2,708			3,198				3,095
Accumulated other comprehensive loss
Foreign currency translation adjustments, net of tax of: 2018, $5; 2017, $17		(1,009	)		(998	)
Foreign currency translation adjustments, net of tax of: 2019, $19; 2018, $34								(1,053	)			(1,060	)
Total accumulated other comprehensive loss		(1,009	)		(998	)		(1,053	)			(1,060	)
Total shareholder’s equity		2,077			1,871			2,306				2,196
Total liabilities and shareholder’s equity	$	37,236		$	35,889		$	41,062			$	40,042

Six Months Ended June 30 (Millions)	2018			2017
Three Months Ended March 31(Millions)												2019			2018
Cash Flows from Operating Activities
Net income	$	217		$	116							$	103		$	129
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provisions for losses		122			116								63			64
Amortization of underwriting expense		13			13								6			7
Deferred taxes		(24	)		(51	)							(3	)		(42	)
Changes in operating assets and liabilities:
Interest, taxes and other amounts due to/from affiliates		(114	)		256								18			23
Other operating assets and liabilities		(41	)		12								153			(290	)
Net cash provided by operating activities		173			462
Net cash provided by (used in) operating activities													340			(109	)
Cash Flows from Investing Activities
Net increase in Card Member receivables and loans		(2,805	)		(3,529	)
Net increase in Card Member receivables and Card Member loans													(1,396	)		(4,527	)
Net decrease in loans to affiliates and other		930			968								130			1,365
Net increase (decrease) in due to/from affiliates		1,160			(756	)
Net increase in due to/from affiliates													358			1,083
Net cash used in investing activities		(715	)		(3,317	)							(908	)		(2,079	)
Cash Flows from Financing Activities
Net decrease in short-term debt		(1,195	)		(1,995	)							(733	)		(1,166	)
Net increase in short-term debt to affiliates(a)		2,174			380								453			3,796
Proceeds from long-term debt		―			8,443
Principal payments of long-term debt		(447	)		(3,900	)							(2,250	)		(447	)
Proceeds from long-term debt to affiliates^(a)													8,379			―
Principal payments of long-term debt to affiliates^(a)													(5,318	)		―
Net cash provided by financing activities		532			2,928								531			2,183
Effect of foreign currency exchange rates on cash and cash equivalents		(6	)		29
Net (decrease) increase in cash, cash equivalents and restricted cash		(16	)		102
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash													2			(1	)
Net decrease in cash, cash equivalents and restricted cash													(35	)		(6	)
Cash, cash equivalents and restricted cash at beginning of period		296			1,211								195			296
Cash, cash equivalents and restricted cash at end of period	$	280		$	1,313							$	160		$	290

Supplemental cash flow information

Cash, cash equivalents and restricted cash reconciliation								Mar-19		Dec-18		Mar-18			Dec-17
Cash and cash equivalents per Consolidated Balance Sheets							$	65	$	102	$		191	$		196
Restricted cash included in Other assets per Consolidated Balance Sheets^(b)								95		93			99			100
Total cash, cash equivalents and restricted cash							$	160	$	195	$		290	$		296

Supplementary cash flow information
		Jun-18		Dec-17	Jun-17		Dec-16
Cash and cash equivalents per Consolidated Balance Sheets	$	185	$	196	$	1,313	$	1,211
Restricted cash included in Other assets per Consolidated Balance Sheets^(a)		95		100		―		―
Total cash, cash equivalents and restricted cash	$	280	$	296	$	1,313	$	1,211

								Accumulated
						Additional		Other
Three months ended March 31, 2019			Common			Paid-in		Comprehensive				Retained
(Millions)	Total			Stock		Capital		Loss			Earnings
Balances as of December 31, 2018	$	2,196		$	―	$	161	$	(1,060	)		$	3,095
Net income		103			―		―		―				103
Other comprehensive income		7			―		―		7				―
Balances as of March 31, 2019	$	2,306		$	―	$	161	$	(1,053	)		$	3,198

								Accumulated
						Additional		Other
Three months ended March 31, 2018			Common			Paid-in		Comprehensive				Retained
(Millions)	Total			Stock		Capital		Loss			Earnings
Balances as of December 31, 2017	$	1,871		$	―	$	161	$	(998	)		$	2,708
Net income		129			―		―		―				129
Other comprehensive income		10			―		―		10				―
Balances as of March 31, 2018	$	2,010		$	―	$	161	$	(988	)		$	2,837

														30-59		60-89
													Days		Days		90+ Days
2019(Millions)											Current		Past Due		Past Due		Past Due		Total
Card Member Receivables:
Global Consumer Services Group											$	8,840	$	23	$	13	$	26	$	8,902
Global Commercial Services
Global Small Business Services												1,981		8		4		8		2,001
Global Corporate Payments^(a)											(b)		(b)		(b)			95		15,104
Card Member Loans:
Global Consumer Services Group											$	638	$	2	$	1	$	2	$	643

														30-59		60-89
													Days		Days		90+ Days
2018(Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total		Current		Past Due		Past Due		Past Due		Total
Card Member Receivables:
Global Consumer Services Group	$	6,380	$	16	$	9	$	23	$	6,428	$	8,432	$	17	$	12	$	24	$	8,485
Global Commercial Services
Global Small Business Services		1,617		6		3		7		1,633		1,787		7		4		7		1,805
Global Corporate Payments^(a)	(b)		(b)		(b)			119		14,731	(b)		(b)		(b)			103		14,306
Card Member Loans:
Global Consumer Services Group	$	577	$	1	$	1	$	2	$	581	$	636	$	2	$	1	$	2	$	641

2017(Millions)	Current		30-59 Days Past Due		60-89 Days Past Due		90+ Days Past Due		Total
Card Member Receivables:
Global Consumer Services Group	$	5,336	$	18	$	11	$	19	$	5,384
Global Commercial Services
Global Small Business Services		1,397		5		4		6		1,412
Global Corporate Payments^(a)	(b)		(b)		(b)			112		13,480
Card Member Loans:
Global Consumer Services Group	$	557	$	1	$	1	$	2	$	561

	2018						2017
	Net Write-off Rate		^(a)	30+ Days Past Due as a % of Total			Net Write-off Rate		^(a)	30+ Days Past Due as a % of Total
Card Member Receivables:
Global Consumer Services Group		1.30	%		0.75	%		0.90	%		0.82	%
Global Small Business Services		1.56	%		0.98	%		1.03	%		1.10	%
Card Member Loans:
Global Consumer Services Group		1.06	%		0.69	%		1.28	%		0.85	%

Three Months Ended June 30, 2018 (Millions), net of tax	Foreign Currency Translation Adjustments
Balances as of March 31, 2018	$	(988	)
Net translation loss of investments in foreign operations		(126	)
Net gains related to hedges of investment in foreign operations		105
Net change in accumulated other comprehensive loss		(21	)
Balances as of June 30, 2018	$	(1,009	)

Three Months Ended June 30, 2017 (Millions), net of tax	Foreign Currency Translation Adjustments
Balances as of March 31, 2017	$	(955	)
Net translation gain of investments in foreign operations		54
Net losses related to hedges of investment in foreign operations		(40	)
Net change in accumulated other comprehensive loss		14
Balances as of June 30, 2017	$	(941	)

Six Months Ended June 30, 2017 (Millions), net of tax	Foreign Currency Translation Adjustments
Balances as of December 31, 2016	$	(1,263	)
Net translation gain of investments in foreign operations^(a)		490
Net losses related to hedges of investment in foreign operations		(168	)
Net change in accumulated other comprehensive loss		322
Balances as of June 30, 2017	$	(941	)

	Tax (benefit) expense
	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Millions)	2018			2017			2018			2017
Foreign currency translation adjustments ^(a)	$	(23	)	$	(3	)	$	(31	)	$	(245	)
Net investment hedges		33			(24	)		19			(100	)
Total tax impact	$	10		$	(27	)	$	(12	)	$	(345	)

Six Months Ended June 30,					Change
(Millions, except percentages)	2018		2017		2018 vs. 2017
Discount revenue earned from purchased Card Member receivables and loans	$	462	$	359	$	103	29	%
Interest income from affiliates and other		179		123		56	46
Finance revenue		28		23		5	22
Total revenues	$	669	$	505	$	164	32	%



Date: ~~August~~May 3, ~~2018~~2019	By	/s/ David L. Yowan
		David L. Yowan
		Chief Executive Officer

Date: ~~August~~May 3, ~~2018~~2019	By	/s/ Leah A. Schweller
		Leah A. Schweller
		Chief Accounting Officer