EXHIBIT 99.3


                      [LOGO OF AMERICAN EXPRESS COMPANY]






                                     2004
                           Fourth Quarter/Full Year
                             Earnings Supplement







     The enclosed summary should be read in conjunction with the text and
   statistical tables included in American Express Company's (the "Company"
           or "AXP") Fourth Quarter/Full Year 2004 Earnings Release.


     ---------------------------------------------------------------------------
     This summary contains certain forward-looking statements that are subject
     to risks and uncertainties and speak only as of the date on which they
     are made. Important factors that could cause actual results to differ
     materially from these forward-looking statements, including the Company's
     financial and other goals, are set forth on page 27 herein and in the
     Company's 2003 10-K Annual Report, and other reports, on file with the
     Securities and Exchange Commission.
     ---------------------------------------------------------------------------




                           AMERICAN EXPRESS COMPANY
                             FOURTH QUARTER 2004
                                  HIGHLIGHTS

o    Fourth quarter diluted EPS on a net income basis of $0.71 increased 20%
     versus $0.59 last year. Fourth quarter diluted EPS of $0.71 increased 18%
     over last year's diluted EPS of $0.60 before the accounting change. Total
     revenues rose 10%. For the trailing 12 months, ROE was 22%.

- -        4Q '04 included:
         --   A $117MM ($76MM after-tax) net gain in connection with the sale
              of the equipment leasing product line managed within TRS' small
              business financing unit (see discussion below); and,
         --   $102MM ($66MM after-tax) in aggregate restructuring charges (see
              discussion below).

- -        4Q '03 included:
         --   The adoption of FASB Interpretation No. 46, "Consolidation of
              Variable Interest Entities", as revised ("FIN 46"), resulting in
              a below-the-line, non-cash charge of $13MM net of tax, or $0.01
              per share.

o    Compared with the fourth quarter of 2003:

- -        Worldwide billed business increased 17% on continued strong consumer,
         small business and Corporate Services spending growth and over 40%
         growth in global network partner volumes. A comparatively weaker U.S.
         dollar benefited the reported growth rate by 2%.
         --  Worldwide average spending per proprietary basic card in
             force increased 12% versus last year (up 10% adjusted for foreign
             exchange translation);

- -        TRS' worldwide lending balances of $26.9B on an owned basis increased
         4%; on a managed basis, worldwide lending balances of $47.2B were
         also up 4%. Excluding the sale of TRS' equipment leasing product
         line, managed loans increased 8% (see discussion of "managed basis"
         on page 7);

- -        Card credit quality continued to be well-controlled and reserve
         coverage ratios remained strong;

- -        Worldwide cards in force of 65.4MM increased 8%, up 4.9MM from last
         year and 2.1MM during 4Q '04, on continued solid proprietary card
         growth and particularly strong network card growth; and,

- -        AEFA assets owned, managed and administered of $413B were up 13%
         versus last year reflecting market appreciation, favorable foreign
         currency translation impacts and asset inflows.

o    Additional items of note included:

- -        Marketing, promotion, rewards and cardmember services costs increased
         26% versus 4Q '03. Rewards costs increased, reflecting a higher
         redemption rate, strong volume growth and the continued increase in
         cardmember loyalty program participation. Marketing costs rose
         primarily due to costs related to the Company's new global "My Life,
         My Card(SM)" advertising campaign. Improved metric performance during
         the quarter reflected the ongoing benefits of the increased spending
         over the last two years.

- -        The Company's reengineering initiatives delivered in excess of the
         $1B of benefits targeted for this year, including significant
         carry-over benefits from certain initiatives begun in prior periods.
         During the fourth quarter, reengineering initiatives continued to
         provide substantial year-over-year expense comparison benefits. In
         addition, revenue-related reengineering activities are driving a
         significant portion of the total benefits, representing more than 25%
         of the benefits delivered in 4Q `04.

- -        As previously disclosed, the Company decided to expense stock options
         beginning in 1Q '03 and use restricted stock awards in place of stock
         options for middle management. As a result, the 4Q '04 impacts of
         incremental annual option grant expense, increased levels of
         restricted stock awards and other related compensation changes
         contributed to the 17% increase in human resources expense.
         --  Compared with last year, the total employee count of 77,500
             decreased 1%; compared with last quarter, the total employee count
             was down 600 employees or approximately 1%.

- -        On December 1, 2004, the Company completed the sale of American
         Express Business Finance Corporation, the equipment leasing product
         line within TRS' small business financing unit. The sale of this
         portfolio, of approximately $1.5B of loans as of 9/30/04, generated a
         net gain during the quarter of $117MM ($76MM after-tax).

                                     -1-



                           AMERICAN EXPRESS COMPANY
                             FOURTH QUARTER 2004
                             HIGHLIGHTS (Cont'd)


- -        4Q '04 also included aggregate charges of $102MM ($66MM after-tax)
         recorded in connection with various restructuring activities
         undertaken within certain of AXP's business units and staff groups.
         The charge reflects expenses incurred in connection with several
         initiatives relating principally to the restructuring of TRS'
         Business Travel operations, the decision to sell certain of the
         operations of AEB in Bangladesh, Egypt, Luxembourg and Pakistan, and
         the relocation of certain functions within the company's finance
         operations. Once completed, these initiatives are expected to result
         in the elimination of approximately 2,000 positions company-wide and
         to provide annual pre-tax benefits to the Company in excess of $75MM.
         The charge is reflected in the Company's segments as follows: $64MM
         in TRS, $3MM in AEFA and $35MM in AEB.

o      On November 5, pursuant to an agreement announced in January, MBNA
       became the first U.S. bank to issue credit cards accepted on the
       American Express network. This followed a Supreme Court decision in
       October to uphold lower court rulings that Visa and Mastercard
       association bylaws that prevented banks from issuing cards on rival
       networks, were illegal and must be abolished.

o      On November 15, American Express filed a lawsuit against Visa,
       Mastercard and eight major banks that are members of the two card
       associations seeking monetary damages for the business lost as a result
       of the illegal, anticompetitive practices of the card associations,
       which had effectively locked the Company out of the bank-issued card
       business in the United States.

o      As previously announced, at a meeting held on November 22, 2004,
       the Audit Committee of the Board of Directors approved the future
       engagement of PricewaterhouseCoopers LLP as the Company's independent
       registered public accountants ("auditors") for the fiscal year ending
       December 31, 2005 and dismissed the firm of Ernst & Young LLP ("E&Y")
       as auditors for the 2005 fiscal year. This action was the result of
       the Audit Committee's request for proposals from auditing firms for
       the Company's 2005 audit. As disclosed in the 2004 proxy, this request
       for proposals was made in accordance with the Audit Committee's
       charter, which requires a detailed review of the Company's outside
       audit firm at least every ten years. The Audit Committee's decision to
       dismiss E&Y was made after a robust proposal process that included
       three of the four major international accounting firms, including E&Y.
       All of the proposals received by the Company were of high quality. E&Y
       continues as the Company's auditors for the year ended December 31,
       2004.

o      On December 16, the Company entered into an agreement to sell and lease
       back seven real properties located in the U.S. to designated affiliates
       of The Inland Real Estate Group, Inc., enabling the Company to monetize
       the value of the properties and use the proceeds for reinvestment in
       its business.

o      During the quarter, American Express continued to invest in growth
       opportunities through expanded products and services.

- -        At TRS we:
- --           Announced a network agreement with Citibank to issue American
             Express branded credit cards in the U.S. beginning in late 2005;
- --           Launched the first American Express branded credit card in China,
             denominated in both local Chinese currency and U.S. dollars,
             through our network relationship with the Industrial and
             Commercial Bank of China;
- --           Supported the entry of Credomatic, a leader in Central America's
             financial services industry, into the Mexican marketplace with
             the launch of American Express branded credit cards in
             Guadalajara, Mexico, which included a co-branded card with
             Farmacias Guadalajara, one of Mexico's largest drug and
             supermarket retailers;
- --           Announced plans to roll-out, in all 5,300 of CVS' U.S. retail
             locations, point of sale terminals enabled for ExpressPay, a
             contact-less payment device which operates by radio-frequency
             transmission to make everyday purchases quick and easy;
- --           Partnered with Rite-Aid to offer American Express gift cards at
             their 3,400 stores nationwide;
- --           Launched a redesigned Business Travel website, further
             enhancing AXP's focus on delivering savings, service and control
             across 100 percent of a customers' travel expenditures globally;


                                 -2-

                       AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004
                         HIGHLIGHTS (Cont'd)

- --           Announced a strategic agreement with Travelocity to use a private
             label version of Travelocity's online booking engine for flights,
             hotels, car rentals, and last minute travel products for American
             Express' U.S. online consumer travel site;
- --           Launched a new global brand advertising campaign, introducing the
             theme "My Life, My Card(SM)";
- --           Introduced a new groundbreaking online shopping experience with
             the "My Wishlist" promotion in which American Express cardmembers
             vied for the opportunity to purchase premium gift items at
             significantly discounted prices (e.g. a BMW Roadster for $5,000)
             via an online, auction-style website; and,
- --           Welcomed JetBlue Airways into our Membership Rewards(R) Program.
- -        At AEFA we:
- --           Announced the introduction of the American Express Individual
             (k)(R), a 401(k)-based plan designed to provide self-employed
             professionals with added flexibility, investment choices, and
             higher contribution limits to help them save more effectively for
             retirement; and,
- --           Introduced the Charitable Giving Benefit, a new feature of the
             American Express(R) Estate Series variable universal and
             universal life product lines, allowing policyholders, upon death
             of the insured, to give the equivalent of 1% of the policy's
             death benefit, up to a maximum of $100,000, to an accredited
             charitable organization of their choice at no added cost and
             without decreasing the amount of the insurance death benefit paid
             out to beneficiaries.

                                 -3-




                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                                 CONSOLIDATED

(Preliminary)
                        Condensed Statements of Income
                            (Unaudited, GAAP basis)

                                                                          Quarters Ended              Percentage
(millions)                                                                 December 31,                 Inc/(Dec)
                                                                -------------------------------    -------------
                                                                      2004                 2003
                                                                      ----                 ----
                                                                                               
Revenues:
     Discount revenue                                               $2,817               $2,432             16%
     Net investment income                                             826                  786              5
     Management and distribution fees                                  788                  728              8
     Cardmember lending net finance charge revenue                     560                  531              6
     Net card fees                                                     491                  467              5
     Travel commissions and fees                                       484                  445              9
     Other commissions and fees                                        616                  531             16
     Insurance and annuity revenues                                    394                  366              7
     Securitization income, net                                        325                  293             11
     Other                                                             470                  459              3
                                                                    ------               ------
          Total revenues                                             7,771                7,038             10
                                                                    ------               ------
Expenses:
     Human resources                                                 1,971                1,678             17
     Marketing, promotion, rewards and cardmember services           1,472                1,166             26
     Provision for losses and benefits                               1,162                1,164              -
     Interest                                                          238                  205             16
     Other                                                           1,745                1,735              -
                                                                    ------               ------
          Total expenses                                             6,588                5,948             11
                                                                    ------               ------
Pre-tax income before accounting change                              1,183                1,090              9
Income tax provision                                                   287                  314             (9)
                                                                    ------               ------
Income before accounting change                                        896                  776             16
Cumulative effect of accounting change, net of tax                       -                 (13)              #
                                                                    ------               ------
Net income                                                            $896                 $763             17
                                                                    ======               ======

EPS:
Income before accounting change - Basic                              $0.72                $0.61             18
                                                                     ======               =====
Net Income - Basic                                                   $0.72                $0.60             20
                                                                     ======               =====

Income before accounting change - Diluted                            $0.71                $0.60             18
                                                                     ======               =====
Net Income - Diluted                                                 $0.71                $0.59             20
                                                                     ======               =====


Note:  Certain prior period amounts have been reclassified to conform to the
       current year presentation.

# Denotes variance greater than 100%.

o   Net Income:  Increased 17% to a record quarterly level of $896MM.  Income
    before last year's accounting change increased 16%.

- -        4Q '04 included:
- --            A $117MM ($76MM after-tax) net gain at TRS in connection with
              the sale of American Express Business Finance Corporation, the
              equipment leasing product line managed within TRS' small
              business financing unit; and,
- --            $102MM ($66MM after-tax) in aggregate restructuring charges
              (see discussion on page 2).

- -        4Q '03 included:
- --            The adoption of FIN 46, resulting in a below-the-line, non-cash
              charge of $13MM net of tax, or $0.01 per share.

o    Consolidated Revenues: Revenues increased 10% due to higher discount
     revenues, greater other commissions and fees, greater management and
     distribution fees, higher net investment income, greater travel
     commissions and fees, higher net securitization income, higher cardmember
     lending net finance charge revenue, larger insurance and annuity revenues
     and greater net card fees. Consolidated revenue growth versus last year
     reflected 11% growth at TRS, 9% growth at AEFA, and 1% growth at AEB.
     Translation of foreign currency revenues contributed approximately 2% of
     the 10% revenue growth rate.


                                 -4-



                       AMERICAN EXPRESS COMPANY
                     FOURTH QUARTER 2004 OVERVIEW
                        CONSOLIDATED (Cont'd)

o    Consolidated Expenses: Expenses were up 11%, reflecting higher marketing,
     promotion, rewards and cardmember services expenses, greater human
     resources costs and increased interest expense. Provision for losses and
     benefits and other operating expenses were virtually flat. Consolidated
     expenses reflected increases versus last year of 10% at TRS, 10% at AEFA,
     and 23% at AEB. Translation of foreign currency expenses contributed
     approximately 2% of the 11% expense growth rate.

o    Pre-Tax Margin:  Was 15.2% in 4Q '04 compared with 17.4% in 3Q '04 and
     15.5% in 4Q '03.

o    Effective Tax Rate: Was 24% in 4Q '04 versus 30% in 3Q '04 and 29% in 4Q
     '03. The decrease in the consolidated tax rate for the quarter was
     primarily due to the impact of continuing benefits from the changes in
     international funding strategy at TRS in 2004, favorable tax audit
     experience at both TRS and AEB, and a favorable adjustment to the current
     taxes payable account at AEFA. At TRS, the changes in international
     funding strategy will continue to positively affect our effective tax rate
     going forward, and be offset in part by higher related funding costs.

o    Share Repurchases: During 4Q '04, 15.0MM shares were repurchased. Since
     the inception of repurchase programs in September 1994, 495.5MM shares
     have been acquired under cumulative Board authorizations to repurchase up
     to 570MM shares, including purchases made under agreements with third
     parties.




                                                                                         Millions of Shares
                                                                           ------------------------------------------------
                                                                                                       
     -    AVERAGE SHARES:                                                      4Q `04           3Q `04             4Q `03
                                                                               ------           ------             ------
           Basic                                                                1,242            1,251              1,277
                                                                               ======           ======             ======
           Diluted                                                              1,270            1,275              1,299
                                                                               ======           ======             ======

     -    ACTUAL SHARE ACTIVITY:
           Shares outstanding - beginning of period                             1,255            1,267              1,285
           Repurchase of common shares                                           (15)             (15)                (3)
           Employee benefit plans, compensation and other                           9*               3                  2
                                                                               ------           ------             ------
           Shares outstanding - end of period                                   1,249            1,255              1,284
                                                                               ======           ======             ======



* Includes 9MM net shares issued through employee stock option exercises and
  related activity.


                         CORPORATE AND OTHER


o    The net expense was $57MM in 4Q '04 compared with $65MM in 3Q '04 and
     $54MM in 4Q '03. 4Q '04 continues to reflect corporate investment
     spending on compliance and technology projects.

                                 -5-




                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                            TRAVEL RELATED SERVICES
(Preliminary)
                             STATEMENTS OF INCOME
                            (Unaudited, GAAP basis)

                                                                        Quarters Ended                 Percentage
(millions)                                                               December 31,                    Inc/(Dec)
                                                               ---------------------------------      -------------
                                                                      2004                 2003
                                                                      ----                 ----
                                                                                                 
Net revenues:
   Discount revenue                                                 $2,817               $2,432               16%
   Lending:
     Finance charge revenue                                            716                  654                9
     Interest expense                                                  156                  123               26
                                                                    ------               ------
       Net finance charge revenue                                      560                  531                6
   Net card fees                                                       491                  467                5
   Travel commissions and fees                                         484                  445                9
   Other commissions and fees                                          606                  515               18
   TC investment income                                                 94                   93                1
   Securitization income, net                                          325                  293               11
   Other revenues                                                      411                  435               (6)
                                                                    ------               ------
         Total net revenues                                          5,788                5,211               11
                                                                    ------               ------
Expenses:
   Marketing, promotion, rewards and cardmember services             1,416                1,141               24
   Provision for losses and claims:
     Charge card                                                       240                  227                5
     Lending                                                           296                  330              (10)
     Other                                                              30                   28                6
                                                                    ------               ------
       Total                                                           566                  585               (3)
   Charge card interest expense                                        196                  187                5
   Human resources                                                   1,169                1,003               17
   Other operating expenses:
     Professional services                                             619                  567                9
     Occupancy and equipment                                           366                  371               (1)
     Communications                                                    118                  116                2
     Other                                                             320                  357              (10)
                                                                    ------               ------
       Total                                                         1,423                1,411                1
                                                                    ------               ------
         Total expenses                                              4,770                4,327               10
                                                                    ------               ------
Pre-tax income                                                       1,018                  884               15
Income tax provision                                                   289                  278                4
                                                                    ------               ------
Net income                                                          $  729               $  606               20
                                                                    ======               ======


Note:  Certain prior period amounts have been reclassified to conform to the
        current year presentation.

o    Net Income:  Increased 20%.
- -        4Q '04 included:
- --            A $117MM ($76MM after-tax) net gain in connection with the sale
              of the equipment leasing product line within the small business
              financing unit; and,
- --            $64MM ($42MM after-tax) in aggregate charges relating
              principally to restructuring activities within Business Travel
              operations.
o    Pre-tax Margin:  Was 17.6% in 4Q '04 versus 19.5% in 3Q '04 and 17.0% in
     4Q '03.

o    Effective Tax Rate: Was 28% in 4Q '04 compared with 31% in 3Q '04 and 4Q
     '03. The lower rate was driven primarily by continuing benefits arising
     from the changes in international funding strategy in 2004, as well as
     the favorable impact of certain federal audit adjustments.

o        GAAP Basis Income Statement Items:
- -        Securitization Income, Net: Increased 11%. Securitization income, net
         represents the non-credit provision components of the net gains and
         charges from securitization activities, the amortization and related
         impairment charges, if any, of the related interest-only strip,
         excess spread related to securitized loans, net finance charge
         revenue on retained interests in securitized loans, and servicing
         income, net of related discounts or fees.
         --   During 4Q '04, there was no incremental securitization activity.
              The average balance of cardmember lending securitizations was
              $20.3B in 4Q '04 versus $19.4B in 4Q '03 resulting in an overall
              increase in net securitization income.
- -        Net Finance Charge Revenue:  Increased 6%, reflecting 10% growth in
         the average balance of the owned lending portfolio for the period and
         a lower yield.
- -        The Lending Provision:  Decreased 10% reflecting strong credit quality
         in the owned lending portfolio.
- -        The above GAAP basis items relating to net finance charge revenue and
         lending provision reflect the owned portfolio only. "Owned basis"
         credit quality statistics are available in the Fourth Quarter/Full
         Year 2004 Earnings Release on the TRS Selected Statistical Information
         pages.

                                 -6-

                       AMERICAN EXPRESS COMPANY
                     FOURTH QUARTER 2004 OVERVIEW
                   TRAVEL RELATED SERVICES (Cont'd)

Supplemental Information - Managed Basis: The following supplemental table
includes information on both a GAAP basis and a "managed" basis. The managed
basis presentation assumes there have been no securitization transactions,
i.e., all securitized Cardmember loans and related income effects are
reflected in the Company's balance sheet and income statement, respectively.
The Company presents TRS information on a managed basis because that is the
way the Company's management views and manages the business. Management
believes that a full picture of trends in the Company's Cardmember lending
business can only be derived by evaluating the performance of both securitized
and non-securitized Cardmember loans. Asset securitization is just one of
several ways for the Company to fund Cardmember loans.

Use of a managed basis presentation, including non-securitized and securitized
Cardmember loans, presents a more accurate picture of the key dynamics of the
Cardmember lending business, avoiding distortions due to the mix of funding
sources at any particular point in time. For example, irrespective of the mix,
it is important for management and investors to see metrics, such as changes
in delinquencies and write-off rates, for the entire Cardmember lending
portfolio because it is more representative of the economics of the aggregate
Cardmember relationships and ongoing business performance and trends over
time. It is also important for investors to see the overall growth of
Cardmember loans and related revenue and changes in market share, which are
all significant metrics in evaluating the Company's performance and which can
only be properly assessed when all non-securitized and securitized Cardmember
loans are viewed together on a managed basis.

Management views any net gains from securitizations as discretionary benefits
to be used for card acquisition expenses, which are reflected in both
marketing, promotion, rewards and cardmember services and other operating
expenses. Consequently, the managed basis presentation assumes that gains from
new issuances and charges from the amortization and maturities of outstanding
transactions are offset by impacts to marketing, promotion, rewards and
cardmember services expenses. Accordingly, the incremental benefits, as well
as the impact of the net lending securitization activity, are eliminated. As
there was no 4Q '04 or 4Q '03 securitization activity, no such adjustments are
reflected.



The following table compares and reconciles the GAAP basis TRS income
statements to the managed basis information, where different.


                                                                                      Effect of Securitizations (unaudited)
                                                                            --------------------------------------------------------
 (preliminary, millions)                   GAAP Basis (unaudited)           Securitization Effect            Managed Basis
- ------------------------------------------------------------------------    ---------------------- ---------------------------------
                                                           Percentage                                                     Percentage
Quarters Ended December 31,            2004         2003    Inc/(Dec)         2004       2003        2004        2003      Inc/(Dec)
                                      ----------------------------------    ---------------------- ---------------------------------
                                                                                                     
Net revenues:
  Discount revenue                     $2,817     $2,432           16%
  Lending:
    Finance charge revenue                716        654            9         $621       $532      $1,337      $1,186            13%
    Interest expense                      156        123           26          132         84         288         207            38
                                      ----------------------------------    ---------------------- ---------------------------------
      Net finance charge revenue          560        531            6          489        448       1,049         979             7
  Net card fees                           491        467            5
  Travel commissions and fees             484        445            9
  Other commissions and fees              606        515           18           54         53         660         568            16
  TC investment income                     94         93            1
  Securitization income, net              325        293           11         (325)      (293)          -           -             -
  Other revenues                          411        435           (6)
                                      ----------------------------------    ---------------------- ---------------------------------
        Total net revenues              5,788      5,211           11          218        208       6,006       5,419            11
                                      ----------------------------------    ---------------------- ---------------------------------
Expenses:
 Marketing, promotion, rewards
 and cardmember services                1,416      1,141           24
 Provision for losses and claims:
    Charge card                           240        227            5
    Lending                               296        330          (10)         218        208         514         538            (4)
    Other                                  30         28            6
                                      ----------------------------------    ---------------------- ---------------------------------
      Total                               566        585           (3)         218        208         784         793            (1)
 Charge card interest expense             196        187            5
 Human resources                        1,169      1,003           17
 Other operating expenses:
    Professional Services                 619        567            9
    Occupancy and equipment               366        371           (1)
    Communications                        118        116            2
    Other                                 320        357          (10)
- ------------------------------------------------------------------------
     Total                              1,423      1,411            1
- ------------------------------------------------------------------------    ---------------------- ---------------------------------
        Total expenses                  4,770      4,327           10         $218       $208      $4,988      $4,535            10
- ------------------------------------------------------------------------
Pre-tax income                          1,018        884           15
Income tax provision                      289        278            4
- ------------------------------------------------------------------------
Net income                               $729       $606           20



Note:  Certain prior period amounts have been reclassified to conform to the
       current year presentation.

                                 -7-



                       AMERICAN EXPRESS COMPANY
                     FOURTH QUARTER 2004 OVERVIEW
                   TRAVEL RELATED SERVICES (Cont'd)


The following discussion addresses results on a managed basis.

o    Managed basis net revenue rose 11% from higher discount revenue, greater
     travel and other commissions and fees, higher net finance charge revenue,
     and greater card fees.

o    The 10% higher managed basis expenses reflect substantially higher
     marketing, promotion, rewards and cardmember services costs, greater
     human resources expenses, increased professional services expenses and
     higher interest expenses, partially offset by lower other operating
     expenses and reduced provisions for losses.

o    Discount Revenue: A 17% increase in billed business, partially offset by
     a lower discount rate, yielded a 16% increase in discount revenue.
     - The average discount rate was 2.54% in 4Q '04 versus 2.57% in 3Q '04 and
       2.56% in 4Q `03. The decrease versus last quarter and last year
       primarily reflects changes in the mix of spending between various
       merchant segments due to the cumulative impact of stronger than average
       growth in the lower rate retail and other "everyday spend" merchant
       categories (e.g., supermarkets, discounters, etc).
       -- We believe the AXP value proposition is strong. However, as
          indicated in prior quarters, continued changes in the mix of
          business, volume-related pricing discounts and selective repricing
          initiatives will probably continue to result in some erosion of the
          average rate over time.




                                                                             Quarters Ended                 Percentage
                                                                              December 31,                   Inc/(Dec)
                                                                   -----------------------------------     --------------
                                                                           2004              2003
                                                                         ------            ------
                                                                                                         
      Card billed business (billions):
           United States                                                  $83.4             $72.3                   15%
           Outside the United States                                       32.1              26.2                   23
                                                                         ------            ------
           Total                                                         $115.5             $98.5                   17
                                                                         ======             =====
      Cards in force (millions):
           United States                                                   39.9              36.4                    9
           Outside the United States                                       25.5              24.1                    6
                                                                         ------            ------
           Total                                                           65.4              60.5                    8
                                                                         ======            ======
      Basic cards in force (millions):
           United States                                                   30.6              27.7                   10
           Outside the United States                                       21.0              19.9                    5
                                                                         ------            ------
           Total                                                           51.6              47.6                    8
                                                                         ======            ======
      Spending per basic card in force (dollars): (a)
           United States                                                 $2,860            $2,633                    9
           Outside the United States                                     $2,003            $1,668                   20
           Total                                                         $2,589            $2,314                   12


      (a) Proprietary card activity only.

- -   Billed Business: The 17% increase in worldwide billed business  reflected
    a 12% increase in spending per proprietary basic card and 8% growth in
    cards in force.
- --  U.S. billed business was up 15% reflecting growth of 15% within our
    consumer card business, a 20% increase in small business spending and 10%
    improvement in Corporate Services volumes.
        - Spending per proprietary basic card in force increased 9%.
- --  U.S. non-T&E-related volume categories (which represented approximately 70%
    of 4Q `04 U.S. billed business) grew 18%, while T&E volumes rose 9%.
- --  U.S. airline-related volume, which represented approximately 9% of total
    U.S. volumes during the quarter, rose 3% as transaction volume growth was
    suppressed by a lower average airline charge.
- --  Excluding the impact of foreign exchange translation:
        - Worldwide billed business and spending per proprietary basic card in
          force increased 15% and 10%, respectively.
        - Total billed business outside the U.S. was up 15% reflecting
          double-digit growth across all regions.
        - Within our proprietary business, billed business outside the U.S.
          reflected 12% growth in consumer and small business spending and a
          15% increase in Corporate Services volumes.
        - Spending per proprietary basic card in force outside the U.S.
          rose 12%.
- --  Global Network Services volumes rose in excess of 40% on
    continued strong growth in non-U.S. partner volume and the
    addition of MBNA-related volumes in the U.S.
- --  Worldwide airline volumes, which represented approximately 11%
    of total volumes during the quarter, increased 11% on 14% growth
    in transaction volume, partially offset by a decrease in the
    average airline charge of 3%.

                                 -8-



                       AMERICAN EXPRESS COMPANY
                     FOURTH QUARTER 2004 OVERVIEW
                   TRAVEL RELATED SERVICES (Cont'd)

o    Discount Revenue (cont'd):
     -   Cards in force: Rose 8% worldwide versus last year on continued
         strong card acquisitions, an improved average customer retention
         level within our proprietary issuing business, and strong growth in
         network cards, particularly in the U.S.
         -- U.S. cards in force rose 1.9MM during the quarter, including the
            new MBNA portfolio.
         -- Outside the United States, 200K cards in force
            were added during the quarter.

o    Net Card Fees: Rose 5% due to higher cards in force. The average annual
     fee per proprietary card in force was $35 in 4Q '04 and 4Q '03 versus $34
     in 3Q `04.

o    Net Finance Charge Revenue:  Increased 7% as 7% growth in average
     worldwide lending balances was partially offset by a decline in the
     portfolio yield.
     -   The yield on the worldwide portfolio was 8.5% in 4Q '04 versus 8.6%
         in 3Q '04 and 8.7% in 4Q '03. The decrease versus last year and last
         quarter reflects higher funding costs and lower revolve rates.

o    Travel Commissions and Fees: Increased 9% on a 14% increase in travel
     sales, which was partially offset by lower transaction fees as a greater
     proportion of bookings were made on-line.

o    Other Commissions and Fees: Increased 16% on greater volume-related
     foreign exchange conversion fees, higher card-related fees and
     assessments, and larger network partner-related fees.

o    TC Investment Income: Increased 1% on higher average investments and a
     lower investment yield. TC sales increased 5% versus last year.

o    Other Revenues: Decreased 6% as higher publishing revenues, larger
     insurance premiums and greater merchant-related revenues were more than
     offset by lower interest income on investment and liquidity pools held
     within card funding vehicles, as well as lower ATM revenues resulting
     from the 3Q `04 sale of the remaining portion of the ATM business.

o    Marketing, Promotion, Rewards and Cardmember Services Expenses: Increased
     24%, reflecting both greater rewards costs and higher marketing and
     promotion expenses. The growth in rewards costs is attributable to a
     higher redemption rate, strong volume growth and the continued increase
     in cardmember loyalty program participation. The increase in marketing
     and promotion expenses is primarily due to the Company's new global brand
     advertising campaign and our continued focus on business-building
     initiatives.

o    Charge Card Interest Expense:  Rose 5% due to greater average receivable
     balances and a higher effective cost of funds.

o    Human Resources Expense: Increased 17% due to $46MM of severance-related
     restructuring costs, merit increases, greater management incentive
     expenses and larger employee benefit costs.
     -  The employee count at 12/04 of 65,200 was down 600 versus 12/03
        and down 500 versus 9/04.

o    Professional Services Expenses:  Rose 9% primarily due to increased
     technology costs related to higher business and service-related volumes.

o    Other Operating Expenses: Decreased 10% as the $117MM net gain on the
     sale of the equipment leasing product line within the small business
     financing unit was partially offset by higher taxes other than income
     taxes and $18MM in restructuring costs.

                                 -9-



                       AMERICAN EXPRESS COMPANY
                     FOURTH QUARTER 2004 OVERVIEW
                   TRAVEL RELATED SERVICES (Cont'd)

o    Credit Quality:

     - Overall credit quality continued to perform exceptionally well.

     -   The provision for losses on charge card products increased 5%, as
         higher volumes were partially offset by a lower provision rate.

     -   The lending provision for losses was down 4% versus last year, despite
         growth in loans outstanding, due to well-controlled credit.

     -   Reserve coverage ratios, which are well in excess of 100% of past
         due balances, remained strong.

     -   Worldwide Charge Card: *

         --   The net loss ratio declined versus last year and last quarter,
              and remained near historically low levels; the past due rate
              improved versus last year and was flat versus last quarter.

 


                                                                    12/04            9/04             12/03
                                                              ------------    ------------     -------------
                                                                                         
              Net loss ratio as a % of charge volume                0.25%           0.26%             0.27%
              90 days past due as a % of receivables                 1.8%            1.8%              1.9%


         --   Reserve coverage of past due accounts remained strong, despite a
              decline in the reserve balance due to the sustained improvement
              in credit quality.


                                                                    12/04            9/04             12/03
                                                              ------------    ------------     -------------
                                                                                           
              Total Receivables (B)                                 $31.1           $28.6             $28.4
              Reserves (MM)                                          $806            $847              $916
              % of receivables                                       2.6%            3.0%              3.2%
              % of 90 day past due accounts                          146%            160%              171%

     -   Worldwide Lending: **

         --   The write-off rate improved versus last year and held steady
              versus last quarter. Past due rates declined versus both last
              quarter and last year.


                                                                    12/04            9/04             12/03
                                                              ------------    ------------     -------------
                                                                                           
              Net write-off rate                                     4.1%            4.1%              4.8%
              30 days past due as a % of loans                       2.4%            2.5%              2.7%



         --   Coverage of past due accounts was maintained at a high level
              despite a decline in the reserve balance.


                                                                     12/04           9/04             12/03
                                                              ------------    ------------     -------------
                                                                                         
              Total Loans (B)                                       $47.2           $45.6             $45.3
              Reserves (MM)                                        $1,475          $1,537            $1,541
              % of total loans                                        3.1%           3.4%              3.4%
              % of 30 day past due accounts                           129%           132%              127%



*    There are no off-balance sheet Charge Card securitizations. Therefore,
     "Owned basis" and "Managed basis" credit quality statistics for the
     Charge Card portfolio are the same.

**   As previously described, this information is presented on a "Managed
     basis". "Owned basis" credit quality statistics are available in the
     Fourth Quarter/Full Year 2004 Earnings Release on the TRS Selected
     Statistical Information pages. Credit trends are generally consistent
     under both reporting methods.

                                 -10-





                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                      AMERICAN EXPRESS FINANCIAL ADVISORS

(Preliminary)
                             Statements of Income
                            (Unaudited, GAAP basis)

(millions)
                                                                               Quarters Ended               Percentage
                                                                               December 31,                   Inc/(Dec)
                                                                       -----------------------------     -------------
                                                                            2004               2003
                                                                           -----              -----
                                                                                                    
Revenues:
     Net investment income                                                  $635               $599               6%
     Investment management and service fees                                  463                415              11
     Distribution fees                                                       327                314               4
     Variable life insurance and variable annuity charges*                   113                107               7
     Life and health insurance premiums                                       91                 94              (3)
     Property-casualty insurance premiums                                    114                100              15
     Other                                                                   113                 81              36
                                                                           -----              -----
           Total revenues                                                  1,856              1,710               9
                                                                           -----              -----
Expenses:
     Provision for losses and benefits:
        Interest credited on annuities and universal life-type
           contracts                                                         286                306              (7)
        Benefits on insurance and annuities                                  124                113              10
        Interest credited on investment certificates                          86                 55              54
        Losses and expenses on property-casualty insurance                    89                 81              11
                                                                           -----              -----
           Total                                                             585                555               6
     Human resources - Field                                                 339                295              15
     Human resources - Non-Field                                             253                206              22
     Amortization of deferred acquisition costs                              116                102              14
     Other operating expenses                                                315                304               4
                                                                           -----              -----
           Total expenses                                                  1,608              1,462              10
                                                                           -----              -----
Pre-tax income before accounting change                                      248                248               -
Income tax provision                                                          30                 53             (43)
                                                                           -----              -----
Income before accounting change                                              218                195              12
Cumulative effect of accounting change, net of tax                             -                (13)              -
                                                                           -----              -----
Net income                                                                  $218               $182              20
                                                                           =====              =====


Note: Certain prior period amounts have been reclassified to conform to
      the current year presentation.

* Includes variable universal life and universal life insurance charges.

# Denotes variance greater than 100%.

o  Net Income: Increased 20%; 12% before last year's accounting change. Pre-tax
   income was flat.
   - 4Q '04 included:
      -- $8MM of net investment gains versus $5MM of net gains last year; and
      -- A substantially lower tax rate versus last year.

o        Revenues:  Increased 9% due to:
- -        Increased net investment income;
- -        Higher investment management and services fees;
- -        Increased distribution fees;
- -        Greater property-casualty insurance premiums;
- -        Greater variable life insurance and variable annuity charges; and,
- -        Growth in other revenues, primarily driven by higher planning and
         advice services fees.

o        Pre-tax Margin:  Was 13.4% in 4Q '04 compared with 15.0% in 3Q '04 and
         14.5% in 4Q '03.

o        Effective Tax Rate:  Was 12% in 4Q '04 versus 28% in 3Q '04 and 21%
         in 4Q '03.
- -        The 4Q '04 effective tax rate was driven by a $33MM favorable
         adjustment to the current taxes payable account.
- -        In 4Q '03, the effective tax rate reflected a $12MM reduction in tax
         expense resulting from adjustments related to the finalization of the
         2002 tax return filed during 3Q '03 and the publication of favorable
         technical guidance in 3Q '03 related to the taxation of dividend
         income.



                                 -11-



                       AMERICAN EXPRESS COMPANY
                     FOURTH QUARTER 2004 OVERVIEW
             AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o    Supplemental Information - Net Revenues: In the following table, the
     Company presents AEFA's aggregate revenues on a basis that is net of
     provisions for losses and benefits because the Company manages the AEFA
     business and evaluates its financial performance, where appropriate, in
     terms of the "spread" on its products. An important part of AEFA's
     business is margin-related, particularly the insurance, annuity and
     certificate businesses.

     One of the drivers for the AEFA business is the return on invested cash,
     primarily generated by sales of insurance, annuities and investment
     certificates, less provisions for losses and benefits on these products.
     These investments tend to be interest rate sensitive. Thus, GAAP revenues
     tend to be higher in periods of rising interest rates and lower in times
     of decreasing interest rates. The same relationship is true of provisions
     for losses and benefits, only it is more accentuated period-to-period
     because rates credited to customers' accounts generally reset at shorter
     intervals than the yield on underlying investments. The Company presents
     this portion of the AEFA business on a net basis to eliminate potentially
     less informative comparisons of period-to-period changes in revenue and
     provisions for losses and benefits in light of the impact of these
     changes in interest rates.




                                                                           Quarters ended               Percentage
     (millions)                                                               December 31,                Inc/(Dec)
                                                                    -----------------------------     ---------------
                                                                            2004            2003
                                                                          ------          ------
                                                                                                    
     Total GAAP Revenues                                                  $1,856          $1,710                 9%
     Less: Total provision for losses and benefits                           585             555                 6
                                                                          ------          ------
     Total Net Revenues                                                   $1,271          $1,155                10
                                                                          ======          ======


     Note:  Certain prior period amounts have been reclassified to conform to
            the current year presentation.

- -        Spreads within the annuity products were up versus last year and last
         quarter. Insurance spreads were down versus last year, but up versus
         last quarter. Certificates spreads were down versus last year and
         last quarter.
- -        On a net revenue basis,  the pre-tax margin was 19.6% in 4Q '04
         versus 21.5% in 3Q '04 and 21.4% in 4Q '03.


o        ASSETS OWNED, MANAGED AND ADMINISTERED:
                                                                                                        Percentage
     (billions)                                                              December 31,                Inc/(Dec)
                                                                    -----------------------------     ---------------
                                                                            2004            2003
                                                                          ------          ------
                                                                                                   
     Assets owned (excluding separate accounts)                            $61.2           $53.8                14%
     Separate account assets                                                35.9            30.8                17
     Assets managed                                                        256.8           226.6                13
     Assets administered                                                    58.8            54.1                 9
                                                                          ------          ------
            Total                                                         $412.7          $365.3                13
                                                                          ======          ======


o        Asset Quality:
         - Overall, credit quality continued to improve as default rates have
           stabilized below long-term averages.
         - Non-performing assets relative to invested assets (excluding
           short-term cash positions and including the impact of FIN 46) were
           0.02% and were more than 7x covered by reserves, including those
           related to the impairment of securities.
         - High-yield investments (excluding unrealized
           appreciation/depreciation and the impact of FIN 46) totaled $2.9B,
           or 7% of the total investment portfolio at 12/04, 9/04 and 12/03.
           -- Excluding unrealized appreciation/depreciation, but including the
              impact of FIN 46, high-yield investments totaled $3.1B, or 7% of
              the total investment portfolio at 12/04 and 9/04 versus 8% at
              12/03.
         - The SFAS No. 115 related mark-to-market adjustment (including the
           impact of FIN 46 and reported in assets pre-tax) was appreciation of
           $0.8B at 12/04 versus $0.9B at 9/04 and 12/03.
         - As part of AEFA's decision to continue to improve its investment
           portfolio risk profile AEFA began to liquidate the last two remaining
           Structured Loan Trusts, which were consolidated upon adopting FIN 46.
           This resulted in a 4Q '04 charge of $4MM included in gross investment
           losses within net investment income.

o        Product Sales:
     -   Total gross cash sales from all products were up 12% versus 4Q '03.
         Branded advisor-generated sales increased 8% on both a cash basis and
         on the internally used "gross dealer concession" (GDC) basis, a
         commonly used financial services industry measure of the sales
         production of the advisor channel.
     -   Total mutual fund cash sales decreased 5% as proprietary sales
         declined, while non-proprietary sales rose versus last year. A
         significant portion of non-proprietary sales continued to occur in
         "wrap" accounts (which are included in assets managed).
     -   Total annuity cash sales increased 9% as an increase in variable
         product sales was partially offset by a decrease in fixed product
         sales.


                                 -12-


                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                 AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

- -        Total certificate cash sales increased 70% due to higher sales of
         certificates sold to clients outside the U.S. through the joint
         venture between AEFA and AEB, and stronger advisor-sales levels, in
         part as a result of a marketing promotion for certificates.
- -        Total cash sales of insurance products rose 8%, primarily reflecting
         higher property-casualty insurance sales, in part due to sales
         through Costco, and higher life insurance sales through the advisor
         channel.
- -        Total institutional cash sales increased 88%, reflecting strong
         growth at Threadneedle, as well as relatively lower pension
         contributions during 4Q `03.
- -        Total other cash sales increased 10% reflecting relatively lower
         401(k) activity in 4Q '03, the effect of which was partially offset
         by lower limited partnership product sales in 4Q '04.
- -        Advisor product sales (GDC basis) generated through financial planning
         and advice services were 76% of total sales in 4Q '04 versus 75% in
         both 3Q '04 and 4Q `03.

o    Net Investment Income: Increased 6% versus last year reflecting higher
     levels of invested assets. 4Q '04 included $8MM of net investment gains
     ($19MM of gross gains partially offset by $11MM of gross losses) versus
     $5MM of net gains in 4Q `03.
- -        Average invested assets of $46.6B (including unrealized
         appreciation/depreciation and the impacts of FIN 46) rose 5% versus
         $44.5B in 4Q '03, reflecting the cumulative benefit of sales of the
         underlying fixed rate products over the past two years, partially
         offset by lower unrealized appreciation versus last year.
- -        The average yield on invested assets (excluding realized and
         unrealized appreciation/depreciation and including the impacts of FIN
         46) was 5.2% in 4Q '04 versus 5.3% in 4Q `03.

o    Investment Management and Service Fees: Increased 11% due to higher
     average assets under management, reflecting improved equity market
     valuations and net inflows.



- - ASSETS MANAGED:
                                                                                                            Percentage
       (billions)                                                                December 31,                Inc/(Dec)
                                                                       -------------------------------    ---------------
                                                                               2004              2003
                                                                             ------            ------
                                                                                                        
       Assets managed for individuals                                        $117.5            $110.2                7%
       Assets managed for institutions                                        139.3             116.4               20
       Separate account assets                                                 35.9              30.8               17
                                                                             ------            ------
              Total                                                          $292.7            $257.4               14
                                                                             ======            ======


         --   The increase in managed assets since 12/03 resulted from market
              appreciation and foreign currency translation of $26.6B and net
              inflows of $8.7B.

         --   The $24.3B increase in managed assets during 4Q `04 reflects net
              inflows of $3.4B and market appreciation and foreign currency
              translation of $20.9B.

o    Distribution Fees: Increased 4% on greater mutual fund fees, in
     particular wrap account fees, partially offset by lower limited
     partnership and brokerage-related fees.

o    Variable Life Insurance and Variable Annuity Charges:  Increased 7% due to
     higher insurance in force.

o    Life and Health Insurance Premiums: Declined 3% due to decreases in
     long-term care policies in force resulting from our de-emphasizing this
     business, partially offset by increases in life and disability insurance
     policies in force.

o    Property-Casualty Insurance Premiums:  Increased 15% due to higher
     policies in force.

o    Other Revenues: Were up 36% primarily due to growth in financial planning
     and advice services fees of $18MM. During 4Q '03, financial planning and
     advice services fees reflected the negative impact of a change in timing
     of fee recognition, which deferred revenues and a comparable amount of
     human resources expenses. The number of financial plans sold rose 15%
     compared to 4Q `03.

                                     -13-



                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                 AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o        Provisions for Losses and Benefits:
- -        Interest Credited on Annuities and Universal Life-type Contracts:
         Decreased 7% due to lower interest crediting rates, partially offset
         by higher life insurance in force levels and annuity accumulation
         values.
- -        Benefits on Insurance and Annuities: Increased 10% due to higher life
         and disability insurance in force levels and higher annuity levels,
         partially offset by lower long-term care in force levels.
- -        Interest Credited on Investment Certificates:  Rose 54% on higher
         average reserves and higher interest crediting rates.
- -        Losses and Expenses on Property-Casualty Insurance:  Grew 11% as a
         result of higher average policies in force.

o        Human Resources Expense - Field:  Increased 15% reflecting increased
         production, higher assets per advisor and growth in the advisor force.
- -        Total Advisor Force:  Grew to 12,344 at 12/04, up 223 advisors or 2%
         versus 12/03 and up 273 advisors versus 9/04.
         -- Veteran advisor retention rates remain strong.
         -- Total production and advisor productivity were up versus last year.
- -        The total number of clients was flat versus last year as we
         successfully focused on high value client acquisition activities and
         purged inactive accounts during 3Q `04. Client acquisitions rose 9%
         in the quarter and accounts per client were up 2%. Client retention
         was 94%.

o    Human Resources Expense - Non-field: Increased 22% reflecting higher
     management incentive costs and merit increases. The average number of
     non-field employees was relatively unchanged versus 4Q `03.

o    Amortization of Deferred Acquisition Costs: Increased 14% due to higher
     deferred costs and less favorable impacts arising from near term mean
     reversion rate changes.

o    Other Operating Expenses: Increased 4% from 4Q '03 as well-controlled
     operating costs were partially offset by a substantial increase in
     advertising and promotion costs and higher costs related to industry
     regulatory and legal matters.



                                     -14-





                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                             AMERICAN EXPRESS BANK
(Preliminary)
                             Statements of Income
                                  (Unaudited)

 (millions)                                                          Quarters Ended                    Percentage
                                                                     December 31,                       Inc/(Dec)
                                                           ----------------------------------      ---------------
                                                                 2004                   2003
                                                                 ----                   ----
                                                                                                  
Net revenues:
    Interest income                                              $145                   $139                 5%
    Interest expense                                               67                     57                16
                                                                 ----                   ----
       Net interest income                                         78                     82                (3)
    Commissions and fees                                           74                     68                 7
    Foreign exchange income and other revenues                     55                     55                 -
                                                                 ----                   ----
       Total net revenues                                         207                    205                 1
                                                                 ----                   ----
Expenses:
    Human resources                                                81                     75                 8
    Other operating expenses                                       76                     67                13
    Provision for losses                                            8                     21              (60)
    Restructuring charges                                          35                      -                 #
                                                                 ----                   ----
       Total expenses                                             200                    163                23
                                                                 ----                   ----
Pre-tax income                                                      7                     42              (84)
Income tax provision                                                1                     13              (93)
                                                                 ----                   ----
Net income                                                         $6                    $29              (79)
                                                                 ====                   ====


# Denotes variance greater than 100%.

o        Net Income:  Decreased 79% due to the $35MM ($22MM after-tax)
         restructuring charge in the quarter.

o        Net Revenues:  Rose 1%.
         - Net interest income decreased 3% primarily due to lower spreads in
           the investment portfolio and lower levels of Consumer Financial
           Services ("CFS", formerly referred to as Personal Financial Services)
           loans, reflecting AEB's prior decision to temporarily curtail loan
           origination in Hong Kong; and,
         - Commissions and fees increased 7% due to higher volumes in the
           Financial Institutions Group ("FIG") and Private Banking.

o    Human Resources Expense: Was up 8% reflecting merit increases and
     continued investment in core businesses, partially offset by the benefits
     of reengineering initiatives.

o    Other Operating Expenses: Increased 13% reflecting higher technology and
     business volume-related expenses partially offset by the benefits of
     reengineering initiatives.

o    Provision for Losses: Decreased 60% due to lower CFS loan volumes and
     reduced bankruptcy related write-offs in the consumer lending portfolio
     in Hong Kong.

o    Restructuring Charges: Totaling $35MM ($22MM after-tax) were recorded in
     the quarter, reflecting:
     - $31MM of expense related to employee severance obligations and other
       costs related to the early termination of certain real estate property
       leases pursuant to management's decision to exit businesses in
       Bangladesh, Egypt and Pakistan; and,
     - $4MM of expense pursuant to the sale of the Private Banking business
       in Luxembourg.

o    Pre-Tax Margin:  Was 20.3% before restructuring charges (3.4% after
     charges) in 4Q '04 versus 23.9% in 3Q '04 and 20.5% in 4Q '03.

o    Effective Tax Rate: Was 14% in 4Q '04 versus 35% in 3Q '04 and 31% in 4Q
     '03. The reduced tax rate for the quarter was driven by the impact of
     recurring non-taxable items on the Bank's lower level of pre-tax income,
     plus a favorable state tax adjustment arising from the conclusion of an
     outstanding tax audit.

                                     -15-



                           AMERICAN EXPRESS COMPANY
                         FOURTH QUARTER 2004 OVERVIEW
                        AMERICAN EXPRESS BANK (Cont'd)

o        AEB remained "well-capitalized".


                                  12/04         9/04           12/03        Well-Capitalized
                                ----------    ----------     ----------    --------------------
                                                                    
     Tier 1                       11.0%         10.8%          11.4%              6.0%
     Total                        10.1%         10.6%          11.3%             10.0%
     Leverage Ratio                5.8%          5.7%           5.5%              5.0%


o        Assets Managed and Administered:
     -   For the twelve months ended 12/04 and during 4Q `04, growth in
         managed and administered assets of $3.0B and $1.6B, respectively,
         reflected net asset inflows, market appreciation and a positive
         foreign currency translation impact.

o        Loans:
     -   AEB's loans outstanding were $6.9B at 12/04 versus $6.4B at 9/04 and
         $6.5B at 12/03.
         -- CFS loans were $1.4B at 12/04 versus $1.3B at 9/04
            and $1.4B at 12/03.
         -- Non-CFS loans were $5.5B at 12/04 versus $5.1B at 9/04 and 12/03.
         -- % of Total loans:


                                                                       12/04          9/04            12/03
                                                                     -------        ------        ---------
                                                                                           
              Private Banking loans                                     48%            45%             45%
              Consumer loans                                            22%            23%             23%
              Financial Institution loans                               29%            31%             29%
              Corporate Banking loans                                    1%             1%              3%


     -   In addition to the loan portfolio, there are other banking
         activities, such as forward contracts, various credit-related
         commitments and market placements, which added approximately $7.2B to
         the credit exposures at 12/04 versus $7.5B at 9/04 and $7.6B at
         12/03. Of the $7.2B of additional exposures at 12/04, $4.7B were cash
         and securities related balances.

o        Asset Quality:
- -        Non-CFS loans*:
           -- Total non-performing loans were $37MM at 12/04, compared to
              $32MM at 9/04 and $78MM at 12/03. The decrease from 12/03
              reflects loan payments and write-offs, partially offset by net
              downgrades.
           -- The loss reserve for non-CFS loans was $58MM at 12/04, compared
              with $57MM at 9/04 and $59MM at 12/03, or 156%, 180% and 75% of
              non-performing loans, respectively.

- -        CFS loans*:

           -- The write-off and past due rates improved versus last quarter
              and last year.


                                                                    12/04            9/04             12/03
                                                              -----------     -----------      ------------
                                                                                          
              Net write-off rate                                     3.0%            3.6%              6.6%
              30+ days past due as a % of loans                      4.5%            5.1%              6.6%


           --   Coverage of past due accounts was  maintained  despite a
                decline in the reserve  balance  versus last year.


                                                                     12/04           9/04             12/03
                                                              ------------    ------------     -------------
                                                                                          
              Reserves (MM)                                            $37            $39               $54
              % of total CFS loans                                    2.7%           2.9%              4.0%
              % of 30+ day past due accounts                           61%            57%               60%




- - Other non-performing assets were $1MM at 12/04 and 9/04 versus $15MM at
  12/03.


*          For non-performing loan definitions and write-off policies, please
           refer to AEB's Selected Statistical Information pages within the
           Fourth Quarter/Full Year 2004 Earnings Release.

                                     -16-




                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2004 OVERVIEW
                                 CONSOLIDATED
(Preliminary)
                        Condensed Statements of Income
                            (Unaudited, GAAP basis)

                                                                                 Years Ended               Percentage
(millions)                                                                       December 31,               Inc/(Dec)
                                                                       --------------------------------    ------------
                                                                             2004                 2003
                                                                         --------              -------
Revenues:
                                                                                                        
     Discount revenue                                                     $10,249               $8,781            17%
     Net investment income                                                  3,118                3,063             2
     Management and distribution fees                                       3,023                2,420            25
     Cardmember lending net finance charge revenue                          2,224                2,042             9
     Net card fees                                                          1,909                1,835             4
     Travel commissions and fees                                            1,795                1,507            19
     Other commissions and fees                                             2,284                1,960            17
     Insurance and annuity revenues                                         1,525                1,366            12
     Securitization income, net                                             1,132                1,105             2
     Other                                                                  1,856                1,757             6
                                                                         --------              -------
          Total revenues                                                   29,115               25,836            13
                                                                         --------              -------
Expenses:
    Human resources                                                         7,359                6,303            17
    Marketing, promotion, rewards and cardmember services                   5,083                3,901            30
    Provision for losses and benefits                                       4,318                4,429            (2)
    Interest                                                                  867                  905            (4)
    Other                                                                   6,537                6,051             8
                                                                         --------              -------
          Total expenses                                                   24,164               21,589            12
                                                                         --------              -------
Pre-tax income before accounting change                                     4,951                4,247            17
Income tax provision                                                        1,435                1,247            15
                                                                         --------              -------
Income before accounting change                                             3,516                3,000            17
Cumulative effect of accounting change, net of tax                           (71)                 (13)             #
                                                                         --------              -------
Net income                                                                 $3,445               $2,987            15
                                                                         ========              =======

EPS:
      Income before accounting change - Basic                               $2.79                $2.34            19
                                                                         ========              =======
      Net Income - Basic                                                    $2.74                $2.33            18
                                                                         ========              =======

      Income before accounting change - Diluted                             $2.74                $2.31            19
                                                                         ========              =======
      Net Income - Diluted                                                  $2.68                $2.30            17
                                                                         ========              =======


Note:  Certain prior period amounts have been reclassified to conform to the
       current year presentation.

# Denotes variance greater than 100%.

o Income before the accounting changes increased 17% and net income increased
  15% versus last year.
  - 2004 results include:
    -- The $117MM ($76MM after-tax) net gain during 4Q '04 in connection with
       the sale of TRS's equipment leasing product line within its small
       business financing unit;
    -- $102MM ($66MM after-tax) in aggregate restructuring charges recorded
       during 4Q '04;
    -- A charge within TRS during 3Q `04 of $115MM as a result of the
       reconciliation of prior year's securitization-related lending
       receivables;
    -- A benefit within TRS during 3Q '04 of $60MM reflecting a reduction in
       merchant-related reserves;
    -- A net benefit of $24MM ($15MM after-tax) resulting from Deferred
       Acquisition Costs ("DAC") adjustments arising from AEFA's annual third
       quarter review of underlying DAC assumptions and dynamics;
    -- $11MM of net investment gains at AEFA versus $20MM of net investment
       losses in 2003;
    -- Higher expenses related to securities industry regulatory and legal
       matters at AEFA;
    -- The adoption of the American Institute of Certified Public Accountants
       Statement of Position 03-1 ("SOP 03-1") resulting in a below-the-line,
       non-cash charge at AEFA of $109MM ($71MM after-tax) or $0.06 per diluted
       share; and,
    -- A 1Q '04 DAC valuation benefit at AEFA of $66MM ($43MM after-tax)
       reflecting the lengthening of amortization periods for certain
       insurance and annuity products in connection with the adoption of
       SOP 03-1.
  - 2003 results reflect:
    --   A net benefit of $2MM ($1MM after-tax) at AEFA resulting from
         DAC-related adjustments arising from the annual third quarter
         review of underlying DAC assumptions and dynamics;
    --   A net benefit of $2MM ($1MM after-tax) at AEB representing adjustments
         to the 2002 restructuring charge for severance and other costs; and,
    --   The adoption of FIN 46, resulting in a below-the-line, non-cash charge
         of $13MM net of tax, or $0.01 per share.

                                     -17-



                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                            CONSOLIDATED (Cont'd)

o    Consolidated Revenues: Revenues increased 13% due to greater discount
     revenues, higher management and distribution fees, increased travel and
     other commissions and fees, higher lending net finance charge revenue,
     larger insurance and annuity revenues, and greater other revenues. The
     Threadneedle and Rosenbluth acquisitions added 2% to consolidated revenue
     growth; the effect on net income was not material. Consolidated revenue
     growth versus last year reflected 12% growth at TRS, 15% growth at AEFA,
     and 3% growth at AEB. Translation of foreign currency revenues
     contributed approximately 2% of the 13% revenue growth rate.

o    Consolidated Expenses: Expenses were up 12%, reflecting higher marketing,
     promotion, rewards and cardmember services expense, greater human
     resources costs and increased other operating expenses. These increases
     were partially offset by a lower provision for losses and lower funding
     costs. Consolidated expenses reflected increases versus last year of 12%
     at TRS, 13% at AEFA and 4% at AEB. Translation of foreign currency
     expenses contributed approximately 2% of the 12% expense growth rate.

o    The pre-tax margin was 17.0% in 2004 versus 16.4% in 2003.

o    The effective tax rate was 29% in 2004 and in 2003.

o


o    Average Shares:
                                                                                 Millions of Shares
                                                                           -------------------------------
                                                                                  2004              2003
                                                                                 -----             -----
                                                                                         
        Basic                                                                    1,259             1,284
                                                                                 =====             =====
        Diluted                                                                  1,285             1,298
                                                                                 =====             =====

o    Actual Share Activity:

        Shares outstanding - beginning of period                                 1,284             1,305
        Repurchase of common shares                                               (69)               (21)
        Prepayments - 3rd party share purchase agreements                            -               (15)
        Employee benefit plans, compensation and other                             34*                15
                                                                                 -----             -----
        Shares outstanding - end of period                                       1,249             1,284
                                                                                 =====             =====


       *Includes 30MM net shares issued in connection with employee stock
        option exercises and related activity.


                             CORPORATE AND OTHER

o    The net expense was $238MM in 2004 compared with $214MM in 2003. The
     increase versus last year reflects higher corporate investment spending
     on compliance and technology projects, partially offset by an $18MM
     benefit from the final settlement of a Federal tax audit.

                                     -18-




                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2004 OVERVIEW
                            TRAVEL RELATED SERVICES

(Preliminary)
                             Statements of Income
                            (Unaudited, GAAP basis)

                                                                               Years Ended                   Percentage
(millions)                                                                     December 31,                    Inc/(Dec)
                                                                     ---------------------------------      -------------
                                                                            2004                 2003
                                                                         -------              -------
                                                                                                      
Net revenues:
     Discount revenue                                                    $10,249               $8,781               17%
     Lending:
       Finance charge revenue                                              2,795                2,525               11
       Interest expense                                                      571                  483               18
                                                                         -------              -------
         Net finance charge revenue                                        2,224                2,042                9
     Net card fees                                                         1,909                1,835                4
     Travel commissions and fees                                           1,795                1,507               19
     Other commissions and fees                                            2,230                1,901               17
     TC investment income                                                    378                  367                3
     Securitization income, net                                            1,132                1,105                2
     Other revenues                                                        1,661                1,651                1
                                                                         -------              -------
         Total net revenues                                               21,578               19,189               12
                                                                         -------              -------
Expenses:
     Marketing, promotion, rewards and cardmember services                 4,944                3,814               30
     Provision for losses and claims:
       Charge card                                                           833                  853              (2)
       Lending                                                             1,130                1,218              (7)
       Other                                                                 176                  127               38
                                                                         -------              -------
         Total                                                             2,139                2,198              (3)
     Charge card interest expense                                            713                  786              (9)
     Human resources                                                       4,389                3,822               15
     Other operating expenses:
       Professional services                                               2,101                1,958                7
       Occupancy and equipment                                             1,300                1,199                8
       Communications                                                        465                  452                3
       Other                                                               1,410                1,389                1
                                                                         -------              -------
         Total                                                             5,276                4,998                6
                                                                         -------              -------
           Total expenses                                                 17,461               15,618               12
                                                                         -------              -------
Pre-tax income                                                             4,117                3,571               15
Income tax provision                                                     1,265                  1,141               11
                                                                         -------              -------
Net income                                                                $2,852               $2,430               17
                                                                         =======              =======


Note:  Certain prior period amounts have been reclassified to conform to the
       current year presentation.

o    Net Income:  Increased 17%.
- -        2004 results include:
- --            The $117MM ($76MM after-tax) net gain during 4Q '04 from the
              sale of the equipment leasing product line managed within the
              small business financing unit;
- --            $64MM ($42MM after-tax) in aggregate charges in 4Q '04 relating
              principally to restructuring activities within Business Travel
              operations;
- --            A $115MM 3Q '04 charge resulting from the reconciliation of
              prior year's securitization-related lending receivable accounts;
- --            A $60MM benefit during 3Q '04 reflecting a reduction in
              merchant-related reserves; and,
- --            Cardmember lending securitization net gains of $26MM versus
              net gains of $124MM in 2003.

o    Pre-tax Margin:  Was 19.1% in 2004 versus 18.6% in 2003.

o    Effective Tax Rate: Was 31% in 2004 versus 32% in 2003. The effective
     rate was lower than in 2003 primarily as a result of one time and ongoing
     benefits related to the changes in international funding strategy in
     2004, favorable variances between estimates of foreign tax expense and
     returns actually filed, and favorable tax audit experience.

o    GAAP Basis Income Statement Items:
- -        Securitization income, Net: Increased 2% as the increase in the
         average balance securitized was partially offset by lower
         securitization net gains.
         --   During 2004 and 2003, TRS' results included Cardmember lending
              securitization net gains of $26MM ($17MM after-tax) and $124MM
              ($81MM after-tax), respectively. The average balance of
              Cardmember lending securitizations was $19.4B in 2004, compared
              with $18.8B in 2003.
- -        Net Finance Charge Revenue: Increased 9%, reflecting 15% growth in
         the average balance of the owned lending portfolio, partially offset
         by a lower yield.
- -        Lending Provision: Decreased 7% reflecting strong credit quality in
         the owned lending portfolio.
- -        The above GAAP basis items relating to net finance charge revenue and
         lending provision reflect the owned portfolio only. "Owned basis"
         credit quality statistics are available in the Fourth Quarter/Full
         Year 2004 Earnings Release on the TRS Selected Statistical
         Information pages.

                                     -19-



                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                       TRAVEL RELATED SERVICES (Cont'd)

Supplemental Information - Managed Basis: The following supplemental table
includes information on both a GAAP basis and a "managed" basis. The managed
basis presentation assumes there have been no securitization transactions,
i.e., all securitized Cardmember loans and related income effects are
reflected in the Company's balance sheet and income statement, respectively.
The Company presents TRS information on a managed basis because that is the
way the Company's management views and manages the business. Management
believes that a full picture of trends in the Company's Cardmember lending
business can only be derived by evaluating the performance of both securitized
and non-securitized Cardmember loans. Asset securitization is just one of
several ways for the Company to fund Cardmember loans.

Use of a managed basis presentation, including non-securitized and securitized
Cardmember loans, presents a more accurate picture of the key dynamics of the
Cardmember lending business, avoiding distortions due to the mix of funding
sources at any particular point in time. For example, irrespective of the mix,
it is important for management and investors to see metrics, such as changes
in delinquencies and write-off rates, for the entire Cardmember lending
portfolio because it is more representative of the economics of the aggregate
Cardmember relationships and ongoing business performance and trends over
time. It is also important for investors to see the overall growth of
Cardmember loans and related revenue and changes in market share, which are
all significant metrics in evaluating the Company's performance and which can
only be properly assessed when all non-securitized and securitized Cardmember
loans are viewed together on a managed basis.

Management views any net gains from securitizations as discretionary benefits
to be used for card acquisition expenses, which are reflected in both
marketing, promotion, rewards and cardmember services and other operating
expenses. Consequently, the managed basis presentation for the years ended
December 31, 2004 and 2003 assumes that gains from new issuances and charges
from the amortization and maturities of outstanding transactions are offset by
higher marketing, promotion, rewards and cardmember services expenses of $16MM
and $74MM, respectively, and other operating expense of $10MM and $50MM,
respectively. Accordingly, the incremental expenses, as well as the gains,
have been eliminated.




The following table compares and reconciles the GAAP basis TRS income
statements to the managed basis information, where different.

                                                                                       Effect of Securitizations (unaudited)
                                                                         ----------------------------------------------------------

      (preliminary, millions)           GAAP Basis (unaudited)           Securitization Effect             Managed Basis
- ---------------------------------------------------------------------    ----------------------------------------------------------
                                                          Percentage                                                    Percentage
      Years Ended December 31,         2004       2003      Inc/(Dec)        2004      2003         2004        2003      Inc/(Dec)
- ---------------------------------------------------------------------    ----------------------------------------------------------
                                                                                                     
Net revenues:
  Discount revenue                  $10,249     $8,781          17%
  Lending:
    Finance charge revenue            2,795      2,525          11         $2,222    $2,172        $5,017     $4,697            7%
    Interest expense                    571        483          18            384       317           955        800           19
- ---------------------------------------------------------------------    ----------------------------------------------------------
      Net finance charge revenue      2,224      2,042           9          1,838     1,855         4,062      3,897            4
  Net card fees                       1,909      1,835           4
  Travel commissions and fees         1,795      1,507          19
  Other commissions and fees          2,230      1,901          17            210       193         2,440      2,094           16
  TC investment income                  378        367           3
  Securitization income, net          1,132      1,105           2        (1,132)   (1,105)             -          -
  Other                               1,661      1,651           1
- ---------------------------------------------------------------------    ----------------------------------------------------------
        Total net revenues           21,578     19,189          12            916       943        22,494     20,132           12
- ---------------------------------------------------------------------    ----------------------------------------------------------
Expenses:
  Marketing, promotion, rewards
    and cardmember services           4,944      3,814          30           (16)      (74)         4,928      3,740           32
  Provision for losses and claims:
    Charge card                         833        853         (2)
    Lending                           1,130      1,218         (7)            942     1,067         2,072      2,285          (9)
    Other                               176        127          38
- ---------------------------------------------------------------------    ----------------------------------------------------------
      Total                           2,139      2,198         (3)            942     1,067         3,081      3,265          (6)
  Charge card interest expense          713        786         (9)
  Human resources                     4,389      3,822          15
  Other operating expenses:
   Professional services              2,101      1,958           7
   Occupancy and equipment            1,300      1,199           8
   Communications                       465        452           3
   Other                              1,410      1,389           1           (10)      (50)         1,400      1,339            4
- ---------------------------------------------------------------------    ----------------------------------------------------------
        Total                         5,276      4,998           6           (10)      (50)         5,266      4,948            6
- ---------------------------------------------------------------------    ----------------------------------------------------------
Total Expenses                       17,461     15,618          12           $916      $943       $18,377    $16,561           11
- ---------------------------------------------------------------------    ----------------------------------------------------------
Pre-tax income                        4,117      3,571          15
Income tax provision                  1,265      1,141          11
- ---------------------------------------------------------------------
Net income                           $2,852     $2,430          17
- ---------------------------------------------------------------------



                                     -20-



                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                       TRAVEL RELATED SERVICES (Cont'd)


The following discussion addresses results on a managed basis.

o    Managed basis net revenue rose 12% reflecting higher discount revenue,
     greater other and travel commissions and fees, larger finance charge
     revenue, and increased card fees.

o    The 11% higher managed basis expenses reflect greater marketing,
     promotion, rewards and cardmember services costs, higher human resources
     expenses and increased operating expenses, partially offset by reduced
     provisions for losses and lower interest costs.

o    Discount Revenue: An 18% increase in billed business partially offset by
     a lower discount rate yielded a 17% increase in discount revenue.
- -        The average discount rate was 2.56% in 2004 versus 2.59% in 2003. The
         decrease versus last year primarily reflects changes in the mix of
         spending between various merchant segments due to the cumulative
         impact of stronger than average growth in the lower rate retail and
         other "everyday spend" merchant categories (e.g., supermarkets,
         discounters, etc.)




                                                                             Years Ended                    Percentage
                                                                             December 31,                     Inc/(Dec)
                                                                   --------------------------------        --------------
                                                                           2004               2003
                                                                         ------             ------
                                                                                                       
      Card billed business (billions):
           United States                                                 $304.8             $262.1                  16%
           Outside the United States                                      111.3               90.1                  24
                                                                         ------             ------
           Total                                                         $416.1             $352.2                  18
                                                                         ======             ======

      Spending per basic card in force (dollars) (a):
           United States                                                $10,686             $9,608                  11
           Outside the United States                                     $6,913             $5,827                  19
           Total                                                         $9,460             $8,367                  13


      (a) Proprietary card activity only.

     -   Billed Business: The 18% increase in worldwide billed business
         resulted from a 13% increase in spending per proprietary basic card
         and 8% growth in cards in force.
         -- U.S. billed business was up 16% reflecting growth of 16% within
            the consumer card business, a 20% increase in small business
            activity and a 12% improvement in Corporate Services volume.
            - Spending per proprietary basic card in force increased 11%.
         -- U.S. non-T&E-related volume categories (which represented
            approximately 67% of 2004 U.S. billed business) grew 19%, while
            T&E volumes rose 11%.
         -- U.S. airline-related volume, which represented approximately 11%
            of total U.S. volumes during the year, rose 9% due to increased
            transaction volume, partially offset by lower ticket prices.
         -- Excluding the impact of foreign exchange translation:
            - Worldwide billed business and spending per proprietary basic
              card in force increased 16% and 11%, respectively.
            - Total billed business outside the U.S. was up 15% reflecting
              double-digit improvement across all regions.
            - Within our proprietary business, billed business outside the
              U.S. reflected growth in consumer and small business spending of
              13%, while Corporate Services volumes improved 15%.
            - Spending per proprietary basic card in force outside the U.S.
              grew 10%.
         -- Global Network Services volume rose in excess of 30%.
         -- Worldwide airline volumes, which represented approximately 12%
            of total volumes during the year, increased 14% on 15% growth in
            transaction volume, partially offset by a 1% decrease in the
            average airline charge.

o    Net Card Fees: Rose 4% due to higher cards in force. The average annual
     fee per proprietary card in force was $34 in 2004 versus $35 in 2003.

o    Net Finance Charge Revenue: Rose 4% on 9% growth in average worldwide
     lending balances, partially offset by a decline in the portfolio yield.
     - The yield on the portfolio was 8.6% in 2004 compared with 9.1% in 2003.
       The decrease versus last year reflects a higher proportion of the U.S.
       portfolio on introductory rates, lower revolve rates, better credit
       performance and rising funding costs.

                                     -21-



                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                       TRAVEL RELATED SERVICES (Cont'd)

o    Travel Commissions and Fees: Increased 19% on a 25% increase in travel
     sales, partially offset by lower transaction fees related to growing
     on-line transaction activity. Excluding the Rosenbluth acquisition,
     travel sales for the full year were up 15%.

o    Other Commissions and Fees: Increased 16% on greater foreign exchange
     conversion fees and higher card-related assessments and network
     partner-related fees.

o    TC Investment Income:  Increased 3% due to higher average investments.
     TC sales grew 3% versus last year.

o    Other Revenues: Increased slightly as larger insurance premiums and
     greater merchant-related and publishing revenues were offset by lower
     interest income on investment and liquidity pools held within card
     funding vehicles and lower ATM revenues due to our exit of this business.

o    Marketing, Promotion, Rewards and Cardmember Services Expenses: Increased
     32%, reflecting both higher rewards costs and greater marketing and
     promotion expenses. Rewards costs grew on a higher redemption rate,
     strong volume growth and greater cardmember loyalty program
     participation. Marketing costs rose as we continued to focus on
     business-building initiatives and launched a new global card advertising
     campaign.

o    Other Provisions for Losses and Claims: Increased 38% primarily due to
     the reconciliation in the third quarter of securitization-related lending
     receivable accounts, which resulted in a charge of $115MM (net of $32MM
     of reserves previously provided) for balances accumulated over the prior
     five year period as a result of a computational error. The amount of the
     error was immaterial to any of the quarters in which it occurred. In
     addition, in the third quarter the merchant-related reserves were reduced
     by approximately $60MM to reflect modifications in certain merchant
     agreements to mitigate loss exposure, as well as on-going favorable
     credit experience with merchants.

o    Charge Card Interest Expense: Was down 9% due to a lower effective cost
     of funds, partially offset by higher average receivable balances.

o    Human Resources Expense: Increased 15% on $46MM of severance-related
     restructuring costs, merit increases, higher employee benefits, greater
     management incentive costs and the impact of the Rosenbluth acquisition.

o    Professional Services Expense:  Increased 7% due to higher business
     volume-related technology outsourcing costs.

o    Occupancy and Equipment: Rose 8% on an increase in outsourced data
     processing services and an increase in depreciation of data processing
     equipment.

o    Other Operating Expenses: Increased 4% as the $117MM net gain in
     connection with the sale of the equipment leasing product line was more
     than offset by higher taxes other than income taxes, $18MM of 4Q `04
     restructuring costs, and the Rosenbluth acquisition.

o    Credit Quality:
     -   Overall credit quality performed exceptionally well throughout 2004.

     -   The provision for losses on charge card products decreased 2% on
         improved past due and loss levels. The net loss ratio decreased to
         0.26% in 2004 from 0.28% in 2003. *

     -   The lending provision for losses was down 9% versus last year,
         despite growth in outstanding loans and increased reserve coverage
         levels of past due accounts, due to exceptionally well-controlled
         credit.
         The net write-off rate for 2004 was 4.3% versus 5.2% for 2003. **

- -----------------
     *   There are no off-balance sheet Charge Card securitizations.
         Therefore, "Owned basis" and "Managed basis" credit quality
         statistics for the Charge Card portfolio are the same.

     **  As previously described, this information is presented on a "Managed
         basis". "Owned basis" credit quality statistics are available in the
         Fourth Quarter/Full Year Earnings Release on the TRS Selected
         Statistical Information page. Credit trends are generally consistent
         under both reporting methods.

                                     -22-




                           AMERICAN EXPRESS COMPANY
                            FULL YEAR 2004 OVERVIEW
                      AMERICAN EXPRESS FINANCIAL ADVISORS
(Preliminary)
                             Statements of Income
                            (Unaudited, GAAP basis)

(millions)
                                                                               Years Ended                  Percentage
                                                                               December 31,                  Inc/(Dec)
                                                                       -----------------------------     -------------
                                                                            2004               2003
                                                                         -------            -------
                                                                                                       
Revenues:
     Net Investment income                                                $2,375             $2,279               4%
     Investment management and service fees                                1,732              1,336              30
     Distribution fees                                                     1,298              1,092              19
     Variable life insurance and variable annuity charges*                   444                424               5
     Life and health insurance premiums                                      356                351               1
     Property-casualty insurance premiums                                    422                326              30
     Other                                                                   408                334              22
                                                                         -------            -------
           Total revenues                                                  7,035              6,142              15
                                                                         -------            -------
Expenses:
     Provision for losses and benefits:
        Interest credited on annuities and universal life-type
           contracts                                                       1,128              1,224             (8)
        Benefits on insurance and annuities                                  459                440               5
        Interest credited on investment certificates                         224                201              11
        Losses and expenses on property-casualty insurance                   327                257              27
                                                                         -------            -------
           Total                                                           2,138              2,122               1
     Human resources - Field                                               1,332              1,067              25
     Human resources - Non-Field                                             919                729              26
     Amortization of deferred acquisition costs                              405                476            (15)
     Other operating expenses                                              1,155                889              30
                                                                         -------            -------
           Total expenses                                                  5,949              5,283              13
                                                                         -------            -------
Pre-tax income before accounting change                                    1,086                859              26
Income tax provision                                                         280                177              59
                                                                         -------            -------
Income before accounting change                                              806                682              18
Cumulative effect of accounting change, net of tax                          (71)               (13)               #
                                                                         -------            -------
Net income                                                                  $735               $669              10
                                                                         =======            =======


Note: Certain prior period amounts have been reclassified to conform to the
      current year presentation.

* Includes variable universal life and universal life insurance charges.

# Denotes variance greater than 100%.

o   Net Income:  Increased 10%.  Income before the accounting changes
    increased 18%.  Pre-tax income rose 26%.
    - 2004 included:
      --      A below-the-line, non-cash charge of $109MM ($71MM after-tax) in
              1Q `04 resulting from the adoption of SOP 03-1;
      --      A 1Q `04 DAC valuation benefit of $66MM ($43MM after-tax)
              reflecting the lengthening of amortization periods for certain
              insurance and annuity products in conjunction with the adoption
              of SOP 03-1 and a 3Q '04 net benefit of $24MM ($15MM after-tax)
              resulting from DAC-related adjustments arising from AEFA's
              annual third-quarter review of underlying DAC assumptions and
              dynamics;
      --      $11MM of net investment gains versus $20MM of net investment
              losses in 2003;
      --      The impact of the 9/30/03 Threadneedle acquisition, which
              contributed approximately 5% to revenue growth for the year and
              a modest benefit to net income; and,
      --      Higher expenses related to various securities industry regulatory
              and legal matters.

    - 2003 included:
      --      A net benefit of $2MM ($1MM after-tax) resulting from
              DAC-related adjustments arising from the annual third quarter
              review of underlying DAC assumptions and dynamics; and,
      --      The adoption of FIN 46, resulting in a below-the-line, non-cash
              charge of $13MM net of tax.

o   Total Revenues: Increased 15% due to larger investment management and
    service fees, greater distribution fees, larger net investment income,
    greater property-casualty insurance premiums and higher other revenues.
    The full year impact of the 9/30/03 Threadneedle acquisition contributed
    approximately 5% to revenue growth.


                                     -23-



                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                 AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o    Pre-tax Margin:  Was 15.4% in 2004 versus 14.0% in 2003.

o    Effective Tax Rate: Increased to 26% in 2004 versus 21% in 2003. The rate
     rose due to the impact of higher pre-tax income compared to
     tax-advantaged items, reduced low income housing credits and elimination
     of significant one-time adjustments related to dividend received
     deductions booked in 2003. These were partially offset by the favorable
     impact of the adjustment to the current taxes payable account booked in
     4Q '04.

o    Supplemental Information - Net Revenues: In the following table, the
     Company presents AEFA's aggregate revenues on a basis that is net of
     provisions for losses and benefits because the Company manages the AEFA
     business and evaluates its financial performance, where appropriate, in
     terms of the "spread" on its products. An important part of AEFA's
     business is margin-related, particularly the insurance, annuity and
     certificate businesses.

     One of the drivers for the AEFA business is the return on invested cash,
     primarily generated by sales of insurance, annuities and investment
     certificates, less provisions for losses and benefits on these products.
     These investments tend to be interest rate sensitive. Thus, GAAP revenues
     tend to be higher in periods of rising interest rates and lower in times
     of decreasing interest rates. The same relationship is true of provisions
     for losses and benefits, only it is more accentuated period-to-period
     because rates credited to customers' accounts generally reset at shorter
     intervals than the yield on underlying investments. The Company presents
     this portion of the AEFA business on a net basis to eliminate potentially
     less informative comparisons of period-to-period changes in revenue and
     provisions for losses and benefits in light of the impact of these
     changes in interest rates.



                                                                      Years ended                        Percentage
     (millions)                                                       December 31,                         Inc/(Dec)
                                                            ---------------------------------          ---------------
                                                                  2004                  2003
                                                                ------                ------
                                                                                                     
     Total GAAP Revenues                                        $7,035                $6,142                    15%
     Less: Total provision for losses and benefits               2,138                 2,122                     1
                                                                ------                ------
     Net Revenues                                               $4,897                $4,020                    22
                                                                ======                ======


      Note: Certain prior period amounts have been reclassified to conform to
            the current year presentation.

- -        Spreads within the insurance and annuity products were up versus last
         year, while certificate spreads were down.
- -        On a net revenue basis, the pre-tax margin was 22% in 2004 versus 21%
         in 2003.

o    Product Sales:
- -        Total gross cash sales from all products were up 17% versus 2003.
         Branded advisor-generated sales increased 11% on a cash basis and
         increased 14% on a GDC basis.
- -        Total mutual fund cash sales increased 15% on a rise in
         non-proprietary sales and the benefits of the full year impact of the
         9/30/03 Threadneedle acquisition. A significant portion of
         non-proprietary sales continued to occur in "wrap" accounts (which
         are included in assets managed).
- -        Total annuity cash sales declined 6% as a decrease in fixed annuity
         sales was partially offset by higher variable product sales.
- -        Total cash sales of insurance products rose 19% reflecting higher
         sales of life insurance products through the advisor channel and
         strong property-casualty insurance sales, due in part to sales
         through Costco.
- -        Total certificate cash sales increased 25% reflecting greater sales
         of certificates sold to clients outside the U.S., through the joint
         venture between AEFA and AEB, and sold to clients in the U.S. through
         the advisor channel.
- -        Total institutional cash sales increased over 100%, benefiting from
         the full year impact of the 9/30/03 Threadneedle acquisition.
- -        Total other cash sales decreased 22% due to lower 401(k)
         activity levels.
- -        Advisor product sales (GDC basis) generated through financial planning
         and advice services were 75% of total sales in 2004 and 2003.

                                     -24-



                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                 AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)

o    Net Investment Income: Increased 4% on generally higher invested assets
     and $11MM of net investments gains this year versus $20MM of net
     investment losses in 2003. In 2004, $100MM of gross investment gains were
     largely offset by $89MM of gross investment losses.
     -   Average invested assets of $45.3B (including unrealized
         appreciation/depreciation and the impacts of FIN 46) rose 3% versus
         $44.0B in 2003.
     -   The average yield on invested assets (excluding realized and
         unrealized appreciation/depreciation and including the impacts of FIN
         46) remained flat at 5.2% in 2004.

o    Investment Management and Service Fees: Increased 30% on a higher average
     managed asset level and the full year benefit of the 9/30/03 Threadneedle
     acquisition.

o    Distribution Fees: Increased 19% on increased mutual fund fees, resulting
     primarily from increased sales of wrap accounts and increased retail and
     institutional brokerage fees.

o    Variable Life Insurance and Variable Annuity Charges:  Increased 5% due to
     higher insurance in force.

o    Life and Health Insurance Premiums: Grew 1% due to increases in the
     average number of life and disability policies in force, partially offset
     by decreases in average long-term care policies in force, resulting from
     our de-emphasizing this business.

o    Property-Casualty Insurance Premiums: Increased 30% due to an increase in
     the average number of policies in force. Property-casualty insurance sold
     through Costco accounted for a significant proportion of policies in
     force at 12/31/04.

o    Other Revenues: Were up 22% on higher fees earned on non-proprietary
     funds and greater financial planning and advice services fees, which grew
     15% versus 2003.

o        Provisions for Losses and Benefits:
- -        Interest Credited on Annuities and Universal Life-type Contracts:
         Decreased 8% due to lower interest crediting rates, which were
         partially offset by higher in-force levels.
- -        Benefits on Insurance and Annuities: Grew 5%, due to growth in
         annuity levels and growth in life and health insurance policies in
         force, partially offset by declines in long-term care policies in
         force.
- -        Interest Credited on Investment Certificates: Increased 11% due to
         higher average certificate reserves.
- -        Losses and Expenses on Property-Casualty Insurance: Increased 27%
         due to increased average property and casualty policies in force.

o    Human Resources Expense - Field: Grew 25% versus 2003 due to increased
     advisor production, lower deferrable costs resulting from the mix in
     product sales, and the full year impact of the 9/30/03 Threadneedle
     acquisition.

o    Human Resources Expense - Non-Field: Grew 26%, reflecting the impact of
     the Threadneedle acquisition, increased salaries and benefits, and higher
     management incentive costs for employees. Within the home office, the
     average number of employees was up 7% due to the Threadneedle
     acquisition, although flat excluding the acquisition's impact.

o    Amortization of Deferred Acquisition Costs: Decreased 15% primarily due
     to the 1Q `04 valuation benefit of $66MM that occurred in conjunction
     with the adoption of SOP 03-1.

o    Other Operating Expenses: Increased 30% versus last year reflecting
     higher costs related to various securities industry regulatory and legal
     matters, higher advertising and promotion expenses, and the full-year
     impact of the 9/30/03 Threadneedle acquisition.

                                     -25-


                           AMERICAN EXPRESS COMPANY
                           FULL YEAR 2004 OVERVIEW
                            AMERICAN EXPRESS BANK




(Preliminary)
                             STATEMENTS OF INCOME
                                  (Unaudited)

(millions)                                                            Years Ended                    Percentage
                                                                      December 31,                     Inc/(Dec)
                                                            ---------------------------------      ---------------
                                                               2004                     2003
                                                              -----                   ------
                                                                                                
Net revenues:
    Interest income                                            $542                     $575                 (6)%
    Interest expense                                            227                      226                  -
                                                              -----                   ------
       Net interest income                                      315                      349                (10)
    Commissions and fees                                        283                      238                 19
    Foreign exchange income and other revenues                  227                      214                  6
                                                              -----                   ------
       Total net revenues                                       825                      801                  3
                                                              -----                   ------
Expenses:
    Human resources                                             298                      271                 10
    Other operating expenses                                    300                      279                  8
    Provision for losses                                         37                      102                (64)
    Restructuring charges                                        44                      (2)                  #
                                                              -----                   ------
       Total expenses                                           679                       50                  4
                                                              -----                   ------
Pre-tax income                                                  146                      151                 (3)
Income tax provision                                             50                       49                  3
                                                              -----                   ------
Net income                                                      $96                     $102                 (6)
                                                              =====                   ======


# Denotes variance greater than 100%.

o    Net Income:  Decreased 6%.
- -        2004 includes $44MM ($29MM after-tax) of restructuring charges
         incurred in connection with the decision to sell certain AEB
         operations in Bangladesh, Egypt, Luxembourg and Pakistan.
- -        2003 includes a net pre-tax benefit of $2MM ($1MM after-tax)
         reflecting an adjustment to the 2002 restructuring charge for
         severance and other costs.

o    Net Revenues:  Increased 3%.
- -        Net interest income declined 10% primarily due to lower levels of CFS
         loans, reflecting the Bank's decision to temporarily curtail loan
         origination in Hong Kong, and lower spreads in the investment
         portfolio. These negative effects were partially offset by strong
         growth in Private Banking loans.
- -        Commissions and fees were up 19% due to higher volumes in FIG and
         Private Banking, partially offset by lower volumes in CFS.
- -        Foreign exchange income and other revenues increased 6% due to higher
         Private Banking client activity.

o    Human Resource Expense: Increased 10% reflecting merit increases and
     higher management incentive costs, partially offset by the benefits of
     reengineering initiatives.

o    Other Operating Expenses: Increased 8% due to higher technology and
     business volume-related expenses, partially offset by a gain on the sale
     of securities received from a settlement with a FIG client, and the
     benefits of reengineering initiatives.

o    Provision for Losses: Decreased 64% due to lower CFS loan volumes and an
     improvement in bankruptcy-related write-offs in the consumer lending
     portfolio in Hong Kong.

o    Pre-Tax Margin:  Before restructuring charges, was 23.0% (17.7% after
     charges) in 2004 versus 18.6% (18.9% after charges) in 2003.

o    Effective Tax Rate:  Was 34% in 2004 versus 32% in 2003.



                                     -26-




              INFORMATION RELATING TO FORWARD LOOKING STATEMENTS


         THIS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT
TO RISKS AND UNCERTAINTIES. THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE,"
"OPTIMISTIC," "INTEND," "PLAN," "AIM," "WILL," "MAY," "SHOULD," "COULD,"
"WOULD," "LIKELY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. 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. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED
TO: THE COMPANY'S ABILITY TO IMPROVE ITS OPERATING EXPENSE TO REVENUE RATIO
BOTH IN THE SHORT-TERM AND OVER TIME, WHICH WILL DEPEND IN PART ON THE
EFFECTIVENESS OF REENGINEERING AND OTHER COST-CONTROL INITIATIVES, AS WELL AS
FACTORS IMPACTING THE COMPANY'S REVENUES; THE COMPANY'S ABILITY TO COST
EFFECTIVELY MANAGE AND EXPAND CARDMEMBER BENEFITS, INCLUDING CONTAINING THE
GROWTH OF ITS MARKETING, PROMOTION, REWARDS AND CARDMEMBER SERVICES EXPENSES;
THE COMPANY'S ABILITY TO ACCURATELY ESTIMATE THE PROVISION FOR THE COST OF THE
MEMBERSHIP REWARDS PROGRAM; THE COMPANY'S ABILITY TO GROW ITS BUSINESS AND
MEET OR EXCEED ITS RETURN ON SHAREHOLDERS' EQUITY TARGET BY REINVESTING
APPROXIMATELY 35% OF ANNUALLY-GENERATED CAPITAL, AND RETURNING APPROXIMATELY
65% OF SUCH CAPITAL TO SHAREHOLDERS, OVER TIME, WHICH WILL DEPEND ON THE
COMPANY'S ABILITY TO MANAGE ITS CAPITAL NEEDS AND THE EFFECT OF BUSINESS MIX,
ACQUISITIONS AND RATING AGENCY REQUIREMENTS; THE ABILITY OF THE COMPANY TO
GENERATE SUFFICIENT REVENUES FOR EXPANDED INVESTMENT SPENDING AND TO ACTUALLY
SPEND SUCH FUNDS TO THE EXTENT AVAILABLE, AND THE ABILITY TO CAPITALIZE ON
SUCH INVESTMENTS TO IMPROVE BUSINESS METRICS; CREDIT RISK RELATED TO CONSUMER
DEBT, BUSINESS LOANS, MERCHANT BANKRUPTCIES AND OTHER CREDIT EXPOSURES BOTH IN
THE U.S. AND INTERNATIONALLY; VOLATILITY IN THE VALUATION ASSUMPTIONS FOR THE
INTEREST-ONLY (I/O) STRIP RELATING TO TRS' LENDING SECURITIZATIONS;
FLUCTUATION IN THE EQUITY AND FIXED INCOME MARKETS, WHICH CAN AFFECT THE
AMOUNT AND TYPES OF INVESTMENT PRODUCTS SOLD BY AEFA, THE MARKET VALUE OF ITS
MANAGED ASSETS, AND MANAGEMENT, DISTRIBUTION AND OTHER FEES RECEIVED BASED ON
THE VALUE OF THOSE ASSETS; AEFA'S ABILITY TO RECOVER DEFERRED ACQUISITION
COSTS (DAC), AS WELL AS THE TIMING OF SUCH DAC AMORTIZATION, IN CONNECTION
WITH THE SALE OF ANNUITY, INSURANCE AND CERTAIN MUTUAL FUND PRODUCTS; CHANGES
IN ASSUMPTIONS RELATING TO DAC, WHICH COULD IMPACT THE AMOUNT OF DAC
AMORTIZATION; THE ABILITY TO IMPROVE INVESTMENT PERFORMANCE IN AEFA'S
BUSINESSES, INCLUDING ATTRACTING AND RETAINING HIGH-QUALITY PERSONNEL; THE
SUCCESS, TIMELINESS AND FINANCIAL IMPACT, INCLUDING COSTS, COST SAVINGS AND
OTHER BENEFITS INCLUDING INCREASED REVENUES, OF REENGINEERING INITIATIVES
BEING IMPLEMENTED OR CONSIDERED BY THE COMPANY, INCLUDING COST MANAGEMENT,
STRUCTURAL AND STRATEGIC MEASURES SUCH AS VENDOR, PROCESS, FACILITIES AND
OPERATIONS CONSOLIDATION, OUTSOURCING (INCLUDING, AMONG OTHERS, TECHNOLOGIES
OPERATIONS), RELOCATING CERTAIN FUNCTIONS TO LOWER-COST OVERSEAS LOCATIONS,
MOVING INTERNAL AND EXTERNAL FUNCTIONS TO THE INTERNET TO SAVE COSTS, AND
PLANNED STAFF REDUCTIONS RELATING TO CERTAIN OF SUCH REENGINEERING ACTIONS;
THE ABILITY TO CONTROL AND MANAGE OPERATING, INFRASTRUCTURE, ADVERTISING AND
PROMOTION AND OTHER EXPENSES AS BUSINESS EXPANDS OR CHANGES, INCLUDING
BALANCING THE NEED FOR LONGER-TERM INVESTMENT SPENDING; THE POTENTIAL NEGATIVE
EFFECT ON THE COMPANY'S BUSINESSES AND INFRASTRUCTURE, INCLUDING INFORMATION
TECHNOLOGY, OF TERRORIST ATTACKS, DISASTERS OR OTHER CATASTROPHIC EVENTS IN
THE FUTURE; THE IMPACT ON THE COMPANY'S BUSINESSES RESULTING FROM CONTINUING
GEOPOLITICAL UNCERTAINTY; THE OVERALL LEVEL OF CONSUMER CONFIDENCE; CONSUMER
AND BUSINESS SPENDING ON THE COMPANY'S TRAVEL RELATED SERVICES PRODUCTS,
PARTICULARLY CREDIT AND CHARGE CARDS AND GROWTH IN CARD LENDING BALANCES,
WHICH DEPEND IN PART ON THE ABILITY TO ISSUE NEW AND ENHANCED CARD PRODUCTS
AND INCREASE REVENUES FROM SUCH PRODUCTS, ATTRACT NEW CARDHOLDERS, CAPTURE A
GREATER SHARE OF EXISTING CARDHOLDERS' SPENDING, SUSTAIN PREMIUM DISCOUNT
RATES ON ITS CARD PRODUCTS IN LIGHT OF MARKET PRESSURES, INCREASE MERCHANT
COVERAGE, RETAIN CARDMEMBERS AFTER LOW INTRODUCTORY LENDING RATES HAVE
EXPIRED, AND EXPAND THE GLOBAL NETWORK SERVICES BUSINESS; THE TRIGGERING OF
OBLIGATIONS TO MAKE PAYMENTS TO CERTAIN CO-BRAND PARTNERS, MERCHANTS, VENDORS
AND CUSTOMERS UNDER CONTRACTUAL ARRANGEMENTS WITH SUCH PARTIES UNDER CERTAIN
CIRCUMSTANCES; AEFA'S ABILITY TO DEVELOP AND ROLL OUT NEW AND ATTRACTIVE
PRODUCTS TO CLIENTS IN A TIMELY MANNER AND EFFECTIVELY MANAGE THE ECONOMICS IN
SELLING A GROWING VOLUME OF NON-PROPRIETARY MUTUAL FUNDS AND OTHER RETAIL
FINANCIAL PRODUCTS TO CLIENTS; SUCCESSFULLY CROSS-SELLING FINANCIAL, TRAVEL,
CARD AND OTHER PRODUCTS AND SERVICES TO THE COMPANY'S CUSTOMER BASE, BOTH IN
THE UNITED STATES AND INTERNATIONALLY; A DOWNTURN IN THE COMPANY'S BUSINESSES
AND/OR NEGATIVE CHANGES IN THE COMPANY'S AND ITS SUBSIDIARIES' CREDIT RATINGS,
WHICH COULD RESULT IN CONTINGENT PAYMENTS UNDER CONTRACTS, DECREASED LIQUIDITY
AND HIGHER BORROWING COSTS; FLUCTUATIONS IN INTEREST RATES, WHICH IMPACT THE
COMPANY'S BORROWING COSTS, RETURN ON LENDING PRODUCTS AND SPREADS IN THE
INSURANCE, ANNUITY AND INVESTMENT CERTIFICATE BUSINESSES; CREDIT TRENDS AND
THE RATE OF BANKRUPTCIES, WHICH CAN AFFECT SPENDING ON CARD PRODUCTS, DEBT
PAYMENTS BY INDIVIDUAL AND CORPORATE CUSTOMERS AND BUSINESSES THAT ACCEPT THE
COMPANY'S CARD PRODUCTS AND RETURNS ON THE COMPANY'S INVESTMENT PORTFOLIOS;
BANKRUPTCIES, RESTRUCTURINGS OR SIMILAR EVENTS AFFECTING THE AIRLINE OR ANY
OTHER INDUSTRY REPRESENTING A SIGNIFICANT PORTION OF TRS' BILLED BUSINESS,
INCLUDING ANY POTENTIAL NEGATIVE EFFECT ON PARTICULAR CARD PRODUCTS AND
SERVICES AND BILLED BUSINESS GENERALLY THAT COULD RESULT FROM THE ACTUAL OR
PERCEIVED WEAKNESS OF KEY BUSINESS PARTNERS IN SUCH INDUSTRIES; RISKS
ASSOCIATED WITH THE COMPANY'S AGREEMENTS WITH DELTA AIR LINES TO PREPAY $500
MILLION FOR THE FUTURE PURCHASES OF DELTA SKYMILES REWARDS POINTS AND TO LOAN
UP TO $100 MILLION TO DELTA; FLUCTUATIONS IN FOREIGN CURRENCY EXCHANGE RATES;
POLITICAL OR ECONOMIC INSTABILITY IN CERTAIN REGIONS OR COUNTRIES, WHICH COULD
AFFECT LENDING AND OTHER COMMERCIAL ACTIVITIES, AMONG OTHER BUSINESSES, OR
RESTRICTIONS ON CONVERTIBILITY OF CERTAIN CURRENCIES; DEFICIENCIES AND
INADEQUACIES IN THE COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING, WHICH
COULD RESULT IN INACCURATE OR INCOMPLETE FINANCIAL STATEMENTS AND PUBLIC
DISCLOSURES; CHANGES IN LAWS OR GOVERNMENT REGULATIONS, INCLUDING CHANGES IN
TAX LAWS OR REGULATIONS THAT COULD RESULT IN THE ELIMINATION OF CERTAIN TAX
BENEFITS; THE COSTS AND INTEGRATION OF ACQUISITIONS; AND OUTCOMES AND COSTS
ASSOCIATED WITH LITIGATION AND COMPLIANCE AND REGULATORY MATTERS. A FURTHER
DESCRIPTION OF THESE AND OTHER RISKS AND UNCERTAINTIES CAN BE FOUND IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003, AND
ITS OTHER REPORTS FILED WITH THE SEC.

                                     -27-