EXHIBIT 99.3


                      [LOGO OF AMERICAN EXPRESS COMPANY]

                                     2006
                                 Third Quarter
                              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") Third Quarter Earnings Release.

     ---------------------------------------------------------------------------
      This presentation 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 pages 55-56 in
      the Company's 2005 Annual Report to Shareholders and in its 2005 Annual
      Report on Form 10-K, and other reports, on file with the Securities and
      Exchange Commission.
     ---------------------------------------------------------------------------






                           AMERICAN EXPRESS COMPANY
                              THIRD QUARTER 2006
                                  HIGHLIGHTS

o    Third quarter diluted EPS from continuing operations of $0.78 increased
     13% versus $0.69 last year. Net revenues rose 12%. For the trailing 12
     months, return on equity (ROE) was 34%.

       - 3Q '06 Income from continuing operations included a $33MM ($24MM
         after-tax) gain on the sales of card-related operations in Malaysia
         and Indonesia as referenced below;

       - 3Q '05 income from continuing operations included:
         -- A $105MM tax benefit from the resolution of a prior year tax item
            related to the sale of AMEX Life in 1995; and
         -- A $49MM ($32MM after-tax) provision to reflect the estimated costs
            related to Hurricane Katrina. $38MM of this provision was
            related to our U.S. consumer and small business activities, $9MM
            was associated with our Corporate Services activities, and $2MM was
            merchant-related.

       - 3Q '06 and 3Q '05 Income from continuing operations also included
         $12MM ($8MM after-tax) and $86MM ($56MM after-tax), respectively, of
         reengineering costs related to restructuring efforts in our business
         travel area in both periods, and within our finance, international
         operations and technology activities in 3Q '05.

       - On September 30, 2005, the Company completed the distribution of all
         of the outstanding shares of Ameriprise Financial, Inc. (formerly
         American Express Financial Advisors) to its shareholders. This
         non-cash distribution was tax-free to the Company's shareholders. In
         addition, during the third quarter of 2005, the Company sold its Tax
         and Business Services ("TBS") business. The operating results and
         assets and liabilities related to businesses spun-off and sold have
         been included in discontinued operations in the consolidated
         financial statements.
           -- 3Q '06 results reflected $11MM of income from discontinued
              operations versus $165MM of income last year. 3Q '06 primarily
              reflects a tax benefit while 3Q '05 primarily reflects income
              related to Ameriprise Financial, Inc. prior to its spin-off.
           -- Including discontinued operations, diluted EPS on a net income
              basis of $0.79 decreased 4%.

o Compared with the third quarter of 2005:

       - Worldwide billed business of $140.3B increased 15% on continued
         strong growth within both the proprietary and network businesses. A
         comparatively weaker U.S. dollar resulted in a 1% benefit in the
         reported worldwide growth rate;

       - Worldwide cards in force of 76.5MM increased 11%, up 7.5MM from last
         year and 2.1MM during 3Q '06, as proprietary and network card growth
         remained particularly strong;

       - Worldwide average spending per proprietary basic card in force
         increased 6% versus last year despite the suppressing effect of
         substantial card additions over the past few years;

       - Worldwide  lending  balances of $38.3B on an owned basis increased 28%;
         on a managed  basis,  worldwide  lending  balances of $58.5B were up
         16%; and

       - Underlying card credit quality continued to be well controlled and
         reserve coverage ratios remained strong.

o Additional items of note included:

       - During the quarter, the Company completed the sale of its
         card-related operations in Malaysia to Maybank and its card-related
         operations in Indonesia to Bank Danamon and signed independent
         operator agreements with these banks. In both Malaysia and Indonesia,
         Maybank and Bank Danamon, respectively, will be the sole issuer and
         manager of the American Express charge card and merchant acquiring
         businesses under the independent operator agreements. These agreements
         allow Maybank and Bank Danamon to issue American Express cards to
         individual and corporate clients. The sales generated a $33MM
         ($24MM after-tax) gain which is reported as a contra-expense in the
         Company's Other Expense line within its continuing operations. The
         gain is fully allocated to the International Card & Global Commercial
         Services ("ICGCS") segment. In addition, as a result of the sale and
         the signing of the independent operator agreements, approximately 200K
         cards in force, and the associated billed business of approximately
         $100MM, was transferred to the Global Network & Merchant Services
         ("GNMS") segment during the quarter.

       - Marketing, promotion, rewards and cardmember services costs increased
         7% versus 3Q '05, reflecting greater rewards costs, partially offset
         by moderately lower marketing and promotion expenses. The higher
         rewards costs continued to reflect volume growth, a higher redemption
         rate, and strong cardmember loyalty program participation. Marketing
         expenses continued to reflect relatively high levels of spending
         related to various business-building initiatives but lower costs
         related to the Company's ongoing global "My Life, My Card (SM)"
         advertising campaign.

       - Total provisions for losses and benefits increased 8% versus 3Q '05,
         reflecting growth in business volumes and the loan portfolio as well
         as higher volume and interest-rate related costs within the
         investment certificates business. These increases more than offset
         the benefit of lower bankruptcy-related charge offs, Katrina-related
         reserves last year, improved collections and strong credit quality in
         the U.S.






                                     -1-

                           AMERICAN EXPRESS COMPANY
                              THIRD QUARTER 2006
                                  HIGHLIGHTS

       - The Company's reengineering initiatives delivered in excess of $600MM
         of additional benefits this quarter, including significant carry-over
         benefits from certain initiatives begun in prior periods.
         Revenue-related reengineering activities are driving a significant
         portion of the total benefits, representing more than 30% of the
         benefits delivered in 3Q '06.

       - The 1% increase in human resources expense in 3Q '06 reflects the
         impact of merit increases and larger benefit and management incentive
         costs, partially offset by a reduced level of employees and lower
         severance-related expenses versus 3Q '05.

         --   Compared with last year, the total employee count of 64,200
              decreased by 1,200 employees or 2%; compared with last quarter,
              the employee count increased 200 or less than 1%.

       - Rising interest rates continued to negatively impact results as
         interest expense rose 36% and international banking-related spreads
         narrowed.

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

     In our proprietary business we:

       - Launched the Bonus Points Mall, which enables Membership Rewards
         enrollees to earn double points for virtually every dollar spent at
         more than 100 top brand name online retailers across 23 retail
         categories, such as apparel, books, electronics, home and sports.

       - Introduced, in conjunction with JetBlue Airways, the JetBlue Business
         Card from American Express, which offers small business owners an
         automatic OPEN Savings(R) discount of 5% on JetBlue flights plus one
         Award Dollar on virtually every purchase and double Awards Dollars on
         select small business purchases, including JetBlue travel, gasoline,
         office supplies, wireless phone charges and car rentals.

       - Announced, in conjunction with JetBlue Airways, a new enhancement for
         JetBlue's TrueBlue(R) members who use the JetBlue Card from American
         Express. Cardmembers can automatically extend the life of their
         TrueBlue points by 12 months each time they purchase as little as
         $200 on their JetBlue Card or by using the JetBlue Card to purchase
         JetBlue travel before current points expire.

       - Announced a significant expansion of our OPEN Savings program with
         the launch of airline partners Delta Airlines and JetBlue Airways.
         OPEN Savings gives small business owners automatic savings virtually
         every time they use their American Express Business Card to make
         purchases at any OPEN Savings partners. Small business owners using
         any American Express Business Card receive an automatic 3% discount
         on the total cost of Delta and JetBlue flights. In addition,
         Cardmembers who purchase flights on these airlines, using their
         respective Delta SkyMiles, SkyPoints Delta Business Card or JetBlue
         Business Card, will receive an additional 2% discount off of the
         total cost of the flights.

       - Began to pilot Card acceptance for condominium down-payments. The
         Moinan Group, one of the country's largest, privately held real
         estate firms with a broad portfolio of office, residential, retail
         and hotel properties throughout the U.S. and abroad, was the first
         merchant to roll out the new program. In 2003, the Moinan Group began
         accepting the Card for rent payments across its luxury rental
         portfolio.

       - Announced, in conjunction with Guaranty Bank, a co-branded American
         Express Preferred Rewards Gold Card, to be offered to Guaranty Bank
         customers at more than 150 Guaranty locations throughout Texas
         and California.

       - Kicked-off "Membership Changes Everything (SM)," a five week series
         of free activities in the New York City area for Cardmembers
         who carry American Express-issued Cards. The activities, which
         included free, special access to some of the best music, sports,
         theater, film and dining that New York has to offer, were
         designed to celebrate and illustrate the benefits and services that
         accompany Card membership.

       - Announced the addition of three travel agencies to the American
         Express Travel U.S. Representative Network: Fugazy International
         Travel of Boca Raton, Florida; Hewins Travel of Portland, Maine; and
         Passageways Travel of Traverse City, Michigan. The three travel
         agencies join the network of top agencies in more than 2,200 locations
         worldwide, providing a wide range of travel and financial services to
         travelers and American Express Cardmembers.

     In our Global Network Services business we:

         Launched, in conjunction with Virgin Atlantic and MBNA Europe Bank,
         the Virgin Atlantic American Express(R) Credit Card, which includes
         the benefit of earning up to 4 miles, within Virgin Atlantic's
         award-winning loyalty program, Flying Club, for every 1 GBP spent on
         the Card.

         Launched, in conjunction with the Industrial and Commercial Bank of
         China (ICBC) and PetroChina Company Limited, the ICBC China Petrol
         American Express Card. This is the first American Express branded,
         co-brand card launched in China. The Cards, both standard and gold
         versions, offer attractive automobile-related benefits and are dual
         currency cards, denominated in both the Renminbi and the US dollar.





                                      -2-

                           AMERICAN EXPRESS COMPANY
                              THIRD QUARTER 2006
                                  HIGHLIGHTS

       - Announced, in conjunction with Banco Bradesco, a new partnership with
         the Paulista Medical Association (APM) to offer exclusively the
         Business APM American Express Card to its 30,000 members, consisting
         of small businesses and independent professionals, in the Brazilian
         market.

       - Launched a co-brand card in partnership with Samsung Card and Korean
         Air, representing AXP's first airline co-brand card in the market.

       - Launched, in conjunction with Nedbank and South African Airways
         (SAA), the SAA Voyager Credit Card, offering a spectrum of added
         benefits to SAA passengers and Voyager frequent flyer program
         members, including accelerated ways of earning frequent flyer miles.


                                     -3-



                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                                 CONSOLIDATED


(Preliminary)
                             Statements of Income
                                 (GAAP basis)
(millions)
                                                                              Quarters Ended          Percentage
                                                                              September 30,            Inc/(Dec)
                                                                        --------------------------    ---------------

                                                                           2006           2005
                                                                           ----           ----
                                                                                              
         Net Revenues:
            Discount revenue                                              $3,259           $2,894         13%
            Cardmember lending finance charge revenue, net of interest       912              648         41
            Net card fees                                                    462              511        (10)
            Travel commissions and fees                                      427              421          1
            Other commissions and fees                                       620              598          4
            Securitization income, net                                       384              353          9
            Other investment and interest income, net of interest            264              246          7
            Other                                                            431              357         21
                                                                           -----            -----
                  Total                                                    6,759            6,028         12
                                                                           -----            -----

         Expenses:
            Marketing, promotion, rewards and cardmember services          1,589            1,492          7
            Human resources                                                1,213            1,197          1
            Provisions for losses and benefits:
                Charge card                                                  257              299        (14)
                Cardmember lending                                           412              364         13
                Investment certificates and other                            129               76         70
                                                                           -----            -----
                  Total                                                      798              739          8
            Professional services                                            684              563         21
            Occupancy and equipment                                          375              346          8
            Interest                                                         324              238         36
            Communications                                                   107              112         (4)
            Other                                                            331              261         27
                                                                           -----            -----
                  Total                                                    5,421            4,948         10
                                                                           -----            -----

         Pretax income from continuing operations                          1,338            1,080         24
         Income tax provision                                                382              215         78
                                                                           -----            -----
         Income from continuing operations                                   956              865         11
         Income from discontinued operations, net of tax                      11              165        (93)
                                                                           -----            -----
         Net income                                                         $967           $1,030         (6)
                                                                           =====            =====

         EPS-Basic
             Income from continuing operations                             $0.79            $0.70         13
                                                                           =====            =====
             Income from discontinued operations                           $0.01            $0.14        (93)
                                                                           =====            =====
             Net Income                                                    $0.80            $0.84         (5)
                                                                           =====            =====

         EPS-Diluted
             Income from continuing operations                             $0.78            $0.69         13
                                                                           =====            =====
             Income from discontinued operations                           $0.01            $0.13        (92)
                                                                           =====            =====
             Net Income                                                    $0.79            $0.82         (4)
                                                                           =====            =====


          Note: Amounts herein reflect certain reclassifications as noted in the
          Company's Form 8-K, filed with the SEC, dated April 5, 2006.

       - 3Q '06 Income from continuing operations included a $33MM ($24MM
         after-tax) gain on the sales of card-related operations in Malaysia and
         Indonesia.

       - 3Q '05 income from continuing operations included:
         -- A $105MM tax benefit from the resolution of a prior year tax item
            related to the sale of AMEX Life in 1995; and
         -- A $49MM ($32MM after-tax) provision to reflect the estimated costs
            related to Hurricane Katrina.

       - 3Q '06 and 3Q '05 Income from continuing operations also included
         $12MM ($8MM after-tax) and $86MM ($56MM after-tax), respectively, of
         reengineering costs related to restructuring efforts in our business
         travel area in both periods and within our finance, international
         operations, and technology activities in 3Q '05.




                                     -4-



                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                                 CONSOLIDATED

o    Net Income including discontinued operations decreased 6% to $967MM.
       - The 3Q '06 income from discontinued operations was $11MM after-tax
         versus $165MM after-tax last year.

o    SHARE REPURCHASES: During 3Q '06, 16MM shares were repurchased versus
     23MM shares in 2Q '06 and 8MM shares in 3Q '05. We repurchased a higher
     level of shares during 3Q '06 versus 3Q '05 after activity was reduced
     last year due to the impact of the September 30, 2005 spin-off of
     Ameriprise. Since the inception of repurchase programs in December 1994,
     587MM shares have been acquired under cumulative Board authorizations to
     repurchase up to 770MM shares, including purchases made under agreements
     with third parties.



                                                                                    Millions of Shares
                                                                        --------------------------------------------
     -    AVERAGE SHARES:                                                 3Q '06          2Q '06          3Q '05
                                                                          ------          ------          ------
                                                                                                
           Basic                                                           1,202           1,217           1,229
                                                                           =====           =====           =====
           Diluted                                                         1,227           1,242           1,254
                                                                           =====           =====           =====
     -    ACTUAL SHARE ACTIVITY:
           Shares outstanding - beginning of period                        1,216           1,233           1,240
           Repurchase of common shares                                       (16)            (23)             (8)
           Employee benefit plans, compensation and other                      4               6               7
                                                                           -----           -----           -----
           Shares outstanding - end of period                              1,204           1,216           1,239
                                                                           =====           =====           =====



o    CAPITAL RETURNED TO SHAREHOLDERS: Including share repurchases and
     dividends, during 3Q '06 and the nine months to date, we returned 81% and
     97%, respectively, of capital generated to shareholders. On a cumulative
     basis, since 1994, we have returned 68% of capital generated.

o    CONSOLIDATED NET REVENUES: Consolidated net revenues increased 12%,
     reflecting increases versus last year of 16% within U.S. Card Services
     ("USCS"), 3% within ICGCS and 15% within GNMS. Net revenues increased due
     to higher discount revenues, increased cardmember lending finance charge
     revenue, net of interest, greater other revenues, increased
     securitization income, net, higher other investment and interest income,
     net of interest, higher other commissions and fees and greater travel
     commissions and fees, partially offset by lower net card fees.
     Translation of foreign currency had a minimal impact on the net revenue
     growth rate. A reclassification of certain card acquisition-related
     costs, as described within the net card fees discussion on page 7,
     suppressed consolidated net revenue growth by approximately 1%.

o    CONSOLIDATED EXPENSES: Consolidated expenses increased 10%, reflecting
     increases versus last year of 13% within USCS, 6% in ICGCS, and 1% within
     GNMS. Expense growth reflected higher professional services expenses,
     greater marketing, promotion, rewards and cardmember services costs,
     increased interest expense, greater other operating expense, higher
     provisions for losses and benefits, increased occupancy and equipment
     costs and greater human resources expenses, partially offset by lower
     communication expenses. Translation of foreign currency had a minimal
     impact on the expense growth rate.

o    PRE-TAX MARGIN: Was 19.8% in 3Q '06 compared with 21.1% in 2Q '06 and 17.9%
     in 3Q '05.

o    EFFECTIVE TAX RATE: Was 29% in 3Q '06 versus 33% in 2Q '06 and 20% in 3Q
     '05. The lower tax rate in 3Q '05 reflected the $105MM benefit related to
     the resolution of a prior year tax item. The 3Q '06 rate reflects the
     favorable impacts of a net interest receivable from the IRS, finalization
     of the 2005 U.S. Federal tax return and an adjustment of 2006 estimated
     state taxes.


























                                     -5-




                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                                 CONSOLIDATED

o    DISCOUNT REVENUE: A 15% increase in billed business, partially offset by
     a lower average discount rate, yielded a 13% increase in discount
     revenue.
     - The average discount rate* was 2.57% in 3Q '06 and in 2Q '06
       versus 2.58% in 3Q '05.
       --As indicated in prior quarters, selective repricing initiatives,
         continued changes in the mix of business and volume-related pricing
         discounts will likely continue to result in some erosion of the
         average discount rate over time.



                                                                     Quarters Ended            Percentage
                                                                      September 30,            Inc/(Dec)
                                                             ------------------------------    -------------
                                                                2006              2005
                                                               ------            ------
                                                                                         
       Card billed business* (billions):
         United States                                         $101.7             $89.6             14%
         Outside the United States                               38.6              32.1             20
                                                               ------            ------
         Total                                                 $140.3            $121.7             15
                                                               ======            ======
       Cards in force (millions):
         United States                                           46.8              42.0             11
         Outside the United States                               29.7              27.0             10
                                                               ------            ------
         Total                                                   76.5              69.0             11
                                                               ======            ======

       Basic cards in force (millions):
         United States                                           36.0              31.9             13
         Outside the United States                               25.2              22.4             13
                                                               ------            ------
         Total                                                   61.2              54.3             13
                                                               ======            ======
       Average basic cardmember spending**
         United States                                         $3,040            $2,927              4
         Outside the United States                             $2,142            $1,924             11
         Total                                                 $2,770            $2,610              6


        * For additional information about billed business and discount rate
          calculations, please refer to the Third Quarter 2006 Earnings
          Release, American Express Company Selected Statistical Information
          pages.
       ** Proprietary card activity only.

- -        WORLDWIDE BILLED BUSINESS: The 15% increase in worldwide billed
         business reflected a 12% increase in USCS, a 14% increase in ICGCS,
         and a 62% increase in GNS partner volume. Worldwide average spend per
         proprietary basic card grew by 6% and total cards in force grew by
         11%.
         --  U.S. billed business was up 14% reflecting growth of 11% within
             our consumer card business, a 15% increase in small business
             spending and a 14% improvement in Corporate Services volumes.
             - Spending per proprietary basic card in force increased 4%.
             - U.S. non-T&E-related volume categories (which represented
               approximately 68% of 3Q '06 U.S. billed business) grew 15%,
               while T&E volumes rose 11%.
             - U.S. airline-related volume, which represented approximately 10%
               of total U.S. volumes during the quarter, increased 11% due to a
               2% increase in transactions and a 9% higher average airline
               charge.
         --  Adjusting for the impact of foreign exchange translation:
             - Worldwide billed business and spending per proprietary basic card
               in force increased 14% and 5%, respectively.
             - Total billed business outside the U.S. rose 17%, reflecting
               solid double-digit proprietary growth in all regions except for
               Latin America. Excluding the impact of the sale in Brazil, Latin
               America also exhibited double-digit proprietary growth.
             - Within our proprietary business, billed business outside the
               U.S. reflected 9% growth in consumer and small business spending,
               as well as 14% growth in Corporate Services volumes.
             - Spending per proprietary basic card in force outside the U.S.
               rose 8%.
             - Worldwide airline volumes, which represented approximately
               12% of total volumes during the quarter, increased 11% on 2%
               growth in transactions and a 9% increase in the average
               airline charge.

- -        CARDS IN FORCE: Rose 11% worldwide due to an increase of 8% in USCS,
         a flat card level in ICGCS and a 46% increase in GNS. Continued
         robust card acquisitions within both the proprietary and GNS
         activities, as well as continued solid average customer retention
         levels, drove these results. In addition, the sale of our card
         activities in Brazil last quarter, and Malaysia and Indonesia this
         quarter, resulted in the transfer of 1.5MM cards from ICGCS to GNMS,
         suppressing ICGCS', and increasing GNMS', respective growth rates.

         - 1.4MM and 700K cards were added during the quarter in the U.S. and
           the non-U.S. businesses, respectively.

                                     -6-

                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                                 CONSOLIDATED

o    CARDMEMBER LENDING FINANCE CHARGE REVENUE, NET OF INTEREST: Increased 41%
     on 33% growth in average worldwide lending balances on an owned basis and
     a higher portfolio yield.

       - Annualized net finance charge revenue as a percentage of average
         loans in the worldwide owned portfolio was 9.6% in 3Q '06 and 2Q '06
         versus 9.2% in 3Q '05. The increase versus last year reflects a lower
         proportion of the U.S. portfolio on promotional rates and increased
         finance charge rates, which were partially offset by rising funding
         costs.
       - Cardmember lending finance charge revenue is net of related interest of
         $327MM and $224MM in 3Q '06 and 3Q '05, respectively.

o    NET CARD FEES: Declined 10%, as the benefit of card growth was offset by
     a slightly lower average card fee and the reclassification of certain
     card acquisition-related costs, beginning prospectively July 1, 2006,
     from other operating expense to a reduction in net card fees. This
     reclassification had no effect on net income and is not included in the
     average fee per card calculation. The average annual fee per card in
     force was $34 in 3Q '06 and 2Q '06, versus $35 in 3Q '05.

o    TRAVEL COMMISSIONS AND FEES: Increased 1% reflecting a 6% increase in
     travel sales, a  moderately reduced level of transactions and lower average
     transaction fees, due in part to the ongoing transition to online booking.

o    OTHER COMMISSIONS AND FEES: Increased 4% on higher card-related assessment
     and conversion revenues.

o    SECURITIZATION INCOME, NET: Increased 9% as a higher portfolio yield and a
     decrease in portfolio write-offs were partially offset by greater interest
     expense, due to a higher coupon rate paid to certificate holders, and a
     lower average securitization balance. Securitization income, net represents
     the non-credit provision components of the gains from securitization
     activities within the USCS segment, 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.

    - COMPONENTS OF SECURITIZATION INCOME, NET:


                                                        Quarters Ended       Percentage
                                                         September 30,        Inc/(Dec)
                                                    ------------------------ -------------
                                                        2006      2005
                                                        ----      ----
                                                                     
      (millions)
            Excess spread*                              $279      $227          23%
            Servicing fees                               100       108          (7)
            Gains on sales from securitizations**          5        18         (72)
                                                        ----      ----
            Total securitization income                 $384      $353           9
                                                        ====      ====


        * Excess spread is the net positive cash flow from interest and fee
          collections allocated to the investor's interests after deducting the
          interest paid on investor certificates, credit losses, contractual
          servicing fees and other expenses.
       ** Excludes $13MM and $15MM in 2006 and $66MM and $64MM in 2005 of
          impact from cardmember loan sales and maturities, respectively,
          reflected in credit provision.

    - During 3Q '06 and 3Q '05, net securitization gains, including the
      credit provision impacts from new issuances and maturities, reflected
      an increase in pretax income of $3MM ($2MM after-tax) and $20MM
      ($13MM after-tax), respectively. The average balance of Cardmember
      lending securitizations was $20.0B in 3Q '06, compared with $21.3B in
      3Q '05.

o    OTHER INVESTMENT AND INTEREST INCOME, NET OF INTEREST: Increased 7% due
     to higher interest rates on a greater level of short-term investments.

     - Other investment and interest income is net of related interest of $110MM
       and $83MM in 3Q '06 and 3Q '05, respectively.

o   OTHER REVENUES: Increased 21% primarily due to fees associated with
    transition services agreements with Ameriprise Financial, Inc. as well as
    higher network partner-related fees.

o   MARKETING, PROMOTION, REWARDS AND CARDMEMBER SERVICES EXPENSES: Increased
    7%, reflecting the greater rewards costs and moderately lower marketing
    and promotion expenses previously discussed.

o   HUMAN RESOURCES EXPENSE: Increased 1% due to merit increases and larger
    benefit and management incentive costs, partially offset by lower
    severance costs and a lower level of employees.

o   PROVISIONS FOR LOSSES AND BENEFITS: Increased 8% as the lending and
    investment certificate and other provisions growth of 13% and 70%,
    respectively, was partially offset by a 14% decline in the charge card
    provision. The increase in the lending provision was driven by increased
    loan volumes globally, partially offset by the favorable impact of lower
    bankruptcy-related charge offs and strong credit quality in the U.S. The
    investment certificate and other provision rose due to higher interest
    rates on larger investment certificate balances. The charge provision
    decline of 14% reflects the lower loss rate, Katrina-related reserves last
    year and improved results from collection activities.



                                     -7-

                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                                 CONSOLIDATED

Overall credit quality continued to perform well. Reserve coverage ratios
remained strong.

- - WORLDWIDE CHARGE CARD:*
  -- The loss ratio increased versus last quarter, but declined from last year.
     Past due rates rose versus last year, but remained flat versus last
     quarter.



                                                          9/06        6/06       9/05
                                                       ----------   --------   --------
                                                                     
              Net loss ratio as a % of charge volume      0.26%       0.24%      0.27%
              90 days past due as a % of receivables       1.8%        1.8%       1.7%

                                                          9/06       6/06        9/05
                                                       ----------   --------   --------
              Total Receivables (billions)               $35.0       $34.7      $31.9
              Reserves (millions)                         $947        $948       $909
              % of receivables                             2.7%        2.7%       2.9%
              % of 90 day past due accounts                149%        150%       173%



- - WORLDWIDE LENDING:**
  -- The write-off rate declined versus last year, but remained flat versus last
     quarter. Past due levels rose versus last year and last quarter.


                                                          9/06        6/06       9/05
                                                       ----------   --------   --------
                                                                     
              Net write-off rate                           3.8%        3.8%       4.0%
              30 days past due as a % of loans             2.8%        2.7%       2.5%

                                                          9/06        6/06       9/05
                                                       ----------   --------   --------
              Total Loans (billions)                     $38.3       $36.3      $29.9
              Reserves (millions)                       $1,126      $1,086       $952
              % of total loans                             2.9%        3.0%       3.2%
              % of 30 days past due accounts               106%        113%       128%


         *  There are no off-balance sheet Charge Card securitizations.
            Therefore, all credit quality statistics for the Charge Card
            portfolio are on an "Owned Basis".

         ** All lending statistics are presented here on a GAAP or "Owned
            Basis". "Managed Basis" credit quality statistics are available
            in the Third Quarter 2006 Earnings Release on the Consolidated
            Selected Statistical Information pages. Credit trends are
            generally consistent under both reporting methods.

o PROFESSIONAL SERVICES EXPENSE: Rose 21% reflecting higher technology
  service fees, greater business and service-related volumes, and increased
  credit and collection costs.

o OCCUPANCY AND EQUIPMENT EXPENSE: Rose 8% due to costs associated with higher
  business and service-related volumes.

o INTEREST EXPENSE: Rose 36% due to a higher effective cost of funds and
  greater receivable balances.

o COMMUNICATIONS EXPENSE: Declined 4%.

o OTHER EXPENSE: Increased 27% versus a relatively low expense level last year,
  partially due to increased volume and technology related costs, which offset
  the reclassification of certain card acquisition-related costs, described in
  net card fees above, and the gain on the sales of operations in Malaysia and
  Indonesia.


                                     -8-


                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                                 CONSOLIDATED

Supplemental Information - Tangible Common Equity and Total Adjusted Assets

During the third quarter of 2006, the Company issued $750MM of 6.80%
Subordinated Debentures due 2036 ("Subordinated Debentures"), which are
automatically extendable until 2066 unless certain events occur prior to that
date. In connection with the Subordinated Debentures, the Company has
undertaken to disclose on a quarterly basis the amount of its "tangible common
equity" and "total adjusted assets". The Company's consolidated tangible
common equity amount as of the end of any fiscal quarter means the total
shareholders' equity, excluding preferred stock, of the Company as reflected
on its consolidated balance sheet prepared in accordance with GAAP as of such
fiscal quarter end minus (i) intangible assets and goodwill and (ii) deferred
acquisition costs, as determined in accordance with GAAP and reflected in such
consolidated balance sheet. The Company calculates total adjusted assets as of
the end of any fiscal quarter as the sum of (i) total consolidated assets as
reflected on the Company's balance sheet minus (ii) non-securitized Cardmember
lending receivables (without deduction for reserves), which are set forth on
the Company's balance sheet, plus (iii) managed (i.e., securitized and
non-securitized) worldwide Cardmember lending receivables as reported by the
Company for such fiscal quarter. As of September 30, 2006, the Company's
tangible common equity was $9B and its total adjusted assets were $141B. As of
September 30, 2006, the consolidated assets, as reflected on the Company's
balance sheet, were $121B.

                              CORPORATE & OTHER

Net expense was $52MM in 3Q '06 compared with net expense of $69MM in 2Q '06
and net income of $32MM in 3Q '05. 3Q '05 included the $105MM tax benefit
previously discussed, $51MM ($33MM after-tax) of reengineering costs and $3MM
after-tax of Ameriprise spin-off related expenses.



                                     -9-



                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                              U.S. CARD SERVICES

                        Condensed Statements of Income
                                 (GAAP Basis)


(Preliminary)

                                                                   Quarters Ended     Percentage
(millions)                                                          September 30,      Inc/(Dec)
                                                             -----------------------  -----------
                                                                 2006       2005
                                                                 ----       ----
                                                                          
Net Revenues:
   Discount revenue, net card fees and other                   $2,482     $2,233         11%
   Cardmember Lending:
     Finance charge revenue                                       928        614         51
     Interest expense                                             260        156         67
                                                               ------     ------
       Net finance charge revenue                                 668        458         46
    Securitization income, net                                    384        353          9
                                                               ------     ------
            Total                                               3,534      3,044         16
                                                               ------     ------
Expenses:
   Marketing, promotion, rewards and cardmember
   services                                                     1,127      1,003         12
   Provision for losses                                           446        458         (3)
   Human resources and other operating expenses                 1,142        950         20
                                                               ------     ------
            Total                                               2,715      2,411         13
                                                               ------     ------
Pretax segment income                                             819        633         29
Income tax provision                                              239        190         26
                                                               ------     ------
Segment income                                                  $ 580      $ 443         31
                                                               ======     ======




                                              Quarters Ended                  Percentage
Statistical Information                        September 30,                    Inc/(Dec)
- -----------------------               ---------------------------------    ------------------
                                          2006                2005
                                          ----                ----
                                                                         
Card billed business (billions)          $83.4                $74.2                  12%
Total cards in force (millions)           39.9                 36.9                   8
Basic cards in force (millions)           29.5                 27.2                   8

Average basic cardmember spending*      $2,852               $2,765                   3
Segment capital (billions)                $4.9                 $4.9                   -
                                                                                      -
Return on segment capital**               44.0%                39.7%


 *Proprietary cards only.
**Computed on a trailing 12-month basis using segment income and equity
  capital allocated to segments based upon specific business operational
  needs, risk measures and regulatory capital requirements.

       - Billed Business: The 12% increase in USCS billed business reflected a
         3% increase in spending per proprietary basic card and 8% growth in
         cards in force.
         -- Within the U.S. consumer business, billed business grew 11%; small
            business volumes rose 15%.

- - CARDS IN FORCE: Increased by 3.0MM, or 8%, versus last year on continued
  strong card acquisition activity and retention levels.


P&L DISCUSSION:

o NET INCOME: Increased 31% as net revenues increased 16% and expenses
  increased 13%.
     -   PRE-TAX MARGIN: Was 23.2% in 3Q '06 versus 26.4% in 2Q '06 and 20.8%
         in 3Q '05.

     -   EFFECTIVE TAX RATE: Was 29% in 3Q '06 compared to 33% in 2Q '06 and
         30% in 3Q '05. The lower tax rate in 3Q'06 reflects the favorable
         impacts of a net interest receivable from the IRS, finalization of
         the 2005 U.S. Federal tax return and an adjustment of 2006 estimated
         state taxes.

                                     -10-

                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                              U.S. CARD SERVICES


o    DISCOUNT REVENUE, NET CARD FEES AND OTHER REVENUES: Increased 11%, largely
     due to higher billed business volumes.

o    NET FINANCE CHARGE REVENUE: Increased 46% on 37% growth in average lending
     balances and a higher net portfolio yield.

     - Annualized net finance charge revenue as a percentage of average loans
       was 9.2% in 3Q '06 versus 9.1% in 2Q '06 and 8.7% in 3Q '05.

o    SECURITIZATION INCOME, NET: Increased 9% as a higher portfolio yield and
     a decrease in portfolio write-offs were partially offset by greater
     interest expense, due to a higher coupon rate paid to certificate
     holders, and a lower average securitization balance.

o    MARKETING, PROMOTION, REWARDS AND CARDMEMBER SERVICES EXPENSES: Rose 12%
     due to higher volume-related rewards costs and increased marketing and
     promotion costs due to the continuation of business-building activities.

o    PROVISION FOR LOSSES: Declined 3% reflecting a lower level of
     bankruptcy-related charge offs, Katrina-related reserves last year,
     improved collections, and continued strong credit quality. These benefits
     were partially offset by the impact of strong volume and loan growth.

     - CHARGE CARD: *
       -- The loss ratio rate increased from both last year and last quarter.
          The past due rate increased versus last year, but remained flat
          versus last quarter.


                                                   9/06               6/06            9/05
                                               --------------    ---------------    ------------
                                                                            
    Total Receivables (billions)                   $18.2              $18.5            $16.8
    Net loss ratio as a % of charge volume          0.33%              0.28%            0.30%
    90 days past due as a % of total                 2.3%               2.3%             2.0%


    - CARDMEMBER LENDING: **
      -- The write-off rate declined versus last year, but rose versus
         last quarter, reflecting the effect of last year's bankruptcy
         legislation. The past due rate increased versus last quarter and
         last year.



                                                     9/06             6/06               9/05
                                                  ----------      ------------       -----------
                                                                           
    Total Loans (billions)                          $29.3            $27.6             $22.4
    Net write-off rate                                3.1%             2.9%              3.6%
    30 days past due as a % of loans                  2.7%             2.5%              2.4%


  * There are no off-balance sheet Charge Card securitizations.
    Therefore, all credit quality statistics for the Charge Card
    portfolio are on an "Owned Basis".
 ** Owned basis. See page 13 for "Managed Basis" Cardmember lending
    information.

o    HUMAN RESOURCES AND OTHER OPERATING EXPENSES: Increased 20% due to higher
     interest expense, greater professional services expenses related to
     credit and collection activities and higher technology service fees,
     increased human resources expenses and generally higher volume-related
     costs.

                                     -11-

                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                              U.S. CARD SERVICES
MANAGED BASIS

For U.S. Card Services, the managed basis presentation reflects an increase to
interest income recorded to enable management to evaluate tax exempt
investments on a basis consistent with taxable investment securities. On a
GAAP basis, interest income associated with tax exempt investments is recorded
based on amounts earned. Accordingly, information presented on a managed basis
assumes that tax exempt securities earned income at rates as if the securities
produced taxable income with a corresponding increase in the provision for
income taxes.

The managed basis presentation also assumes that there have been no off
balance sheet securitization transactions, i.e., all securitized cardmember
loans and related income effects are reflected as if they were in the
Company's balance sheets and income statements, respectively. For the managed
basis presentation, revenue and expenses related to securitized cardmember
loans are reflected in net card fees and other, net finance charge revenue, and
credit provision. On a managed basis, there is no securitization income, net,
as the managed basis presentation assumes no securitization transactions have
occurred.

The Company presents U.S. Card Services 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. Management also believes
that use of a managed basis presentation presents a more accurate picture of
the key dynamics of the cardmember lending business. Irrespective of the on
and off balance sheet funding mix, it is important for management and
investors to see metrics for the entire cardmember lending portfolio because
they are 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 in order to evaluate market share. These metrics are
significant in evaluating the Company's performance and can only be properly
assessed when all non-securitized and securitized cardmember loans are viewed
together on a managed basis. The Company does not currently securitize
international loans.

On a GAAP basis, revenue and expenses from securitized cardmember loans are
reflected in the Company's income statements in securitization income, net,
fees and commissions, and credit provision for cardmember lending. At the time
of a securitization transaction, the securitized cardmember loans are removed
from the Company's balance sheet, and the resulting gain on sale is reflected
in securitization income, net, as well as an impact to credit provision
(credit reserves are no longer recorded for the cardmember loans once sold).
Over the life of a securitization transaction, the Company recognizes
servicing fees and other net revenues (referred to as "excess spread") related
to the interests sold to investors (i.e. the investors' interests). These
amounts are reflected in securitization income, net and fees and commissions.
The Company also recognizes net finance charge revenue over the life of the
securitization transaction related to the interest it retains (i.e. the
seller's interest). At the maturity of a securitization transaction,
cardmember loans on the balance sheet increase, and the impact of the
incremental required loss reserves is recorded in credit provision.

In aggregate, over the life of a securitization transaction, the pre-tax
income impact to the Company is the same whether or not the Company had
securitized cardmember loans or funded these loans through other financing
activities (assuming the same financing costs). The income statement
classifications, however, of specific items will differ.

The following information reconciles the GAAP basis presentation for certain
USCS income statement line items to the managed basis presentation, where
different:


                                                              Quarters Ended         Percentage
                                                               September 30,         Inc/(Dec)
                                                      --------------------------   ---------------
   (millions)                                             2006          2005
                                                          ----          ----

                                                                           
   o DISCOUNT REVENUE, NET CARD FEES AND OTHER:
     - Reported for the period (GAAP)                    $2,482        $2,233           11%
     - Securitization adjustments                            51            53
     - Tax adjustments                                       55            56
                                                         ------        ------
     - Managed discount revenue, net card
       fees and other                                    $2,588        $2,342           11
                                                         ======        ======

   o NET FINANCE CHARGE REVENUE:
     - Reported for the period  (GAAP)                    $ 668          $458           46
     - Securitization adjustments                           475           512
                                                         ------        ------
     - Managed finance charge revenue                    $1,143        $  970           18
                                                         ======        ======

   o SECURITIZATION INCOME, NET:
     - Reported for the period (GAAP)                     $ 384          $353            9
     - Securitization adjustments                          (384)         (353)
                                                         ------        ------

     - Managed securitization income, net                   $ -           $ -            -
                                                         ======        ======

   o PROVISION FOR LOSSES:
     - Reported for the period (GAAP)                     $ 446         $ 458           (3)
     - Securitization adjustments                           144           215
                                                         ------        ------
     - Managed provision for losses                       $ 590         $ 673          (12)
                                                         ======        ======


                                     -12-


                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                              U.S. CARD SERVICES


MANAGED P&L DISCUSSION

o DISCOUNT REVENUE, NET CARD FEES AND OTHER REVENUES: Increased 11%, largely
  due to higher billed business volumes.

o NET FINANCE CHARGE REVENUE: Increased 18% on 15% growth in average lending
  balances and a higher net portfolio yield.

  - Annualized net finance charge revenue as a percentage of average loans was
    9.3% in 3Q '06 versus 9.2% in 2Q '06 and 3Q '05.

o PROVISION FOR LOSSES: Declined 12% reflecting a lower level of
  bankruptcy-related charge offs, Katrina-related reserves last year,
  improved collections, and continued strong credit quality. These benefits
  were partially offset by the impact of strong volume and loan growth.


  - CARDMEMBER LENDING: *
  -- The write-off rate declined versus last year, but rose versus
     last quarter, reflecting the effect of last year's bankruptcy
     legislation. The past due rate increased versus last quarter and
     last year.



                                          9/06             6/06               9/05
                                        ----------      ------------       -----------
                                                                  
   Total Loans (billions)                 $49.5            $47.8             $43.0
   Net write-off rate                       3.0%             2.9%              3.8%
   30 days past due as a % of loans         2.6%             2.4%              2.4%


   * Managed basis.  There are no off-balance sheet Charge Card securitizations.
     Therefore, all credit quality statistics for the Charge Card portfolio are
     on an "Owned Basis" as presented on page 11.

                                     -13-


                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                INTERNATIONAL CARD & GLOBAL COMMERCIAL SERVICES

                        Condensed Statements of Income
                                 (GAAP Basis)



(Preliminary)
                                                                      Quarters Ended                Percentage
                                                                      September 30,                  Inc/(Dec)
                                                             -------------------------------    -----------------
(millions)                                                           2006            2005
                                                                     ----            ----

                                                                                             
Net Revenues:
   Discount revenue, net card fees and other                       $2,086          $2,041                2%
   Cardmember Lending:
     Finance charge revenue                                           310             259               20
     Interest expense                                                 109              88               24
                                                                   ------          ------
       Net finance charge revenue                                     201             171               18
                                                                   ------          ------
         Total                                                      2,287           2,212                3
                                                                   ------          ------
Expenses:
   Marketing, promotion, rewards and cardmember services              330             310                6
   Provision for losses and benefits                                  329             270               22
   Human resources and other operating expenses                     1,347           1,315                2
                                                                   ------          ------
         Total                                                      2,006           1,895                6
                                                                   ------          ------
Pretax segment income                                                 281             317              (11)
Income tax provision                                                   65              68               (4)
                                                                   ------          ------
Segment income                                                       $216            $249              (13)
                                                                   ======          ======





STATISTICAL INFORMATION                                               Quarters Ended                  Percentage
                                                                      September 30,                   Inc/(Dec)
                                                            -----------------------------------    -----------------

                                                                 2006                 2005
                                                                 ----                 ----
                                                                                                
Card billed business (billions)                                 $47.5                 $41.8                 14%
Total cards in force (millions)                                  22.1                  22.2                  -
Basic cards in force (millions)                                  17.7                  17.6                  1
Average basic cardmember spending*                             $2,642                $2,384                 11
Segment capital (billions)                                       $4.4                  $3.8                 16
Return on segment capital**                                      21.2%                 22.3%                 -


 *Proprietary cards only.
**Computed on a trailing 12-month basis using segment income and equity
  capital allocated to segments based upon specific business operational needs,
  risk measures and regulatory capital requirements.

       - BILLED BUSINESS: The 14% increase in billed business reflects an 11%
         increase in spending per proprietary basic card and 7% growth in
         cards in force excluding the transfer of cards in Brazil, Malaysia and
         Indonesia discussed below.
         --  Excluding the impact of the Brazil, Malaysia and Indonesia sales,
             billed business grew approximately 17% and all of AXP's major
             geographic regions experienced double digit growth.
         --  Adjusting for the impacts of foreign exchange translation,
             billed business and spending per proprietary basic card in force
             increased 12% and 9%, respectively.
              - International consumer and small business spending rose 9%;
                global corporate spending rose 14%.

       - CARDS IN FORCE: Was flat versus last year. Excluding the impact of
         the 1.3MM proprietary cards in Brazil and 0.2MM proprietary cards in
         Indonesia and Malaysia transferred to GNS in 2Q '06 and 3Q '06,
         respectively, cards in force rose 7%.

P&L DISCUSSION

o NET INCOME:  Decreased 13% versus last year as revenues rose 3% and expenses
  increased by 6%.

       - 3Q '06 included the $33MM ($24MM after-tax) gain on the sale of
         card-related operations in Malaysia and Indonesia and $10MM ($7MM
         after-tax) of reengineering costs primarily within the Corporate
         Travel business.

       - 3Q '05 included $30MM ($19MM after-tax) of reengineering costs,
         related principally to ongoing restructuring activities in the
         Corporate Travel business, international operations and American
         Express Bank.

                                     -14-

                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                INTERNATIONAL CARD & GLOBAL COMMERCIAL SERVICES


     - PRE-TAX MARGIN: Was 12.3% in 3Q '06, versus 12.0% in 2Q '06 and 14.3% in
       3Q '05.

     - EFFECTIVE TAX RATE: Was 23% in 3Q '06 and in 2Q '06 compared to 21% in
       3Q '05.

o    DISCOUNT REVENUE, NET CARD FEES AND OTHER REVENUES: The increase of 2%
     versus 3Q '05 reflects the higher level of card spending, which was
     offset by a decrease in net card fees due to the reclassification of
     certain card acquisition-related costs referenced previously. Growth was
     also suppressed by relatively flat travel commissions and fees and
     international banking revenues, increased incentives for corporate clients
     associated with growth in corporate volumes, and the impact of the sales
     of card-related operations in Brazil, Malaysia and Indonesia.

o    NET FINANCE CHARGE REVENUE: Increased 18% as 22% growth in average lending
     balances was partially offset by a lower net yield.

     - Annualized net finance charge revenue as a percent of average loans was
       8.9% in 3Q '06 versus 9.1% in 2Q '06 and 9.3% in 3Q '05.

o    MARKETING, PROMOTION, REWARDS AND CARDMEMBER SERVICES EXPENSES: Increased
     6%, reflecting greater volume-related rewards costs, partially offset by
     a moderate reduction in marketing and promotion costs.

o    PROVISION FOR LOSSES AND BENEFITS: Increased 22% principally due to
     higher interest rates on investment certificate balances and strong
     volume and loan growth.

     - CHARGE CARD: *
       --  The loss ratio decreased versus last year, but remained flat
           compared with last quarter, while past due amounts increased
           versus last year and remained flat versus last quarter.


                                                              9/06              6/06            9/05
                                                          ------------      -----------     -----------
                                                                               
           Total Receivables (billions)                      $16.4             $15.8          $15.2
           Net loss ratio as a % of charge volume             0.18%             0.18%          0.24%
           90 days past due as a % of total                    1.3%              1.3%           1.2%


- - CARDMEMBER LENDING:*
      -- Past due and write-off rates rose versus last year, but decreased
         versus last quarter.


                                                  9/06            6/06            9/05
                                               ------------      -----------     -----------
                                                                       
           Cardmember Loans (billions)             $9.0            $8.7            $7.5
           Net write-off rate                       5.9%            6.4%            5.0%
           30 days past due as a % of loans         3.1%            3.2%            2.8%


             *There are no off-balance sheet Charge Card and currently
              no off-balance sheet international lending securitizations.
              Therefore, all credit quality statistics for the Charge Card and
              international lending portfolio are on an "Owned Basis".

o    HUMAN RESOURCES AND OTHER OPERATING EXPENSES: Increased 2% as higher
     interest, human resources, and professional services expenses were offset
     by the previously discussed reclassification of certain card
     acquisition-related costs and the $33MM gain associated with the sales of
     card operations in Malaysia and
     Indonesia.


                                     -15-


                           AMERICAN EXPRESS COMPANY
                          THIRD QUARTER 2006 OVERVIEW
                      GLOBAL NETWORK & MERCHANT SERVICES

                        Condensed Statements of Income
                                 (GAAP Basis)



(Preliminary)
                                                           Quarters Ended             Percentage
                                                           September 30,               Inc/(Dec)
                                                     ----------------------------    --------------
(millions)                                               2006            2005
                                                         ----            ----
                                                                               
  NET REVENUES:
     Discount revenue, fees and other                     $798           $693             15%
                                                          ----           ----
  Expenses:
     Marketing and promotion                               118            167            (29)
     Provision for losses                                   19             19              -
     Human resources and other operating expenses          347            293             18
                                                          ----           ----
       Total                                               484            479              1
                                                          ----           ----
  Pretax segment income                                    314            214             47
  Income tax provision                                     102             73             40
                                                          ----           ----
  Segment income                                          $212           $141             50
                                                          ====           ====



  STATISTICAL INFORMATION                                  Quarters Ended              Percentage
                                                           September 30,                Inc/(Dec)
                                                     -----------------------------    -------------
                                                           2006          2005
                                                           ----          ----
                                                                                
  Global card billed business*(billions)                 $140.3         $121.7            15%
  Segment capital (millions)                             $1,262         $1,227             3

  Return on segment capital**                              57.9%          49.4%            -

  Global Network Services:***
  Card billed business (billions)                          $9.7           $6.0            62
  Total cards in force (millions)                          14.5            9.9            46


  * Includes activities related to proprietary cards (including cash advances),
    cards issued under network partnerships, and certain insurance fees charged
    on proprietary cards.
 ** Computed on a trailing 12-month basis using segment income and equity
    capital allocated to segments based upon specific business operational
    needs, risk measures and regulatory capital requirements.
*** 3Q'06 Card billed business and total cards in force include $1.2B of
    billed business associated with the transfer of 1.3MM proprietary cards in
    Brazil in 2Q '06 and 0.2MM proprietary cards in Malaysia and Indonesia
    during 3Q '06, from ICGCS to GNS.

P&L DISCUSSION

o    NET INCOME:  Increased 50% on 15% revenue growth and a 1% increase in
     expenses.

     - PRE-TAX MARGIN:  Was 39.3% in 3Q '06 versus 39.9% in 2Q '06 and 30.9% in
       3Q '05.

     - EFFECTIVE TAX RATE:  Was 32% in 3Q '06 versus 37% in 2Q '06 and 34% in
       3Q '05.

o    DISCOUNT REVENUE, FEES AND OTHER REVENUE: Increased 15% reflecting growth
     in network-related discount revenues generated from the 15% increase in
     global card billed business, as well as higher network partner-related
     fees.

o    MARKETING AND PROMOTION EXPENSES: Decreased 29%, reflecting a reduction
     in brand-related advertising costs versus last year when the "My Life, My
     Card (SM)" campaign was in a particularly active phase.

o    HUMAN RESOURCES AND OTHER OPERATING EXPENSES: Increased 18% reflecting
     higher business volumes, and greater salary, benefit and management
     incentive costs, partially offset by a larger interest expense credit
     related to internal transfer pricing which recognizes the merchant
     services' accounts payable-related funding benefit.

                                     -16-

               INFORMATION RELATED TO FORWARD LOOKING STATEMENTS

         THIS DOCUMENT 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 FOLLOWING: THE COMPANY'S ABILITY TO GENERATE SUFFICIENT NET INCOME TO
ACHIEVE A RETURN ON EQUITY ON A GAAP BASIS OF 28 PERCENT TO 30 PERCENT; THE
COMPANY'S ABILITY TO GROW ITS BUSINESS AND MEET OR EXCEED ITS RETURN ON
SHAREHOLDERS' EQUITY TARGET BY REINVESTING APPROXIMATELY 35 PERCENT OF
ANNUALLY-GENERATED CAPITAL, AND RETURNING APPROXIMATELY 65 PERCENT 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; CONSUMER AND BUSINESS SPENDING ON THE COMPANY'S
CREDIT AND CHARGE CARD PRODUCTS AND TRAVELERS CHEQUES AND OTHER PREPAID
PRODUCTS AND GROWTH IN CARD LENDING BALANCES, WHICH DEPEND IN PART ON THE
ABILITY TO ISSUE NEW AND ENHANCED CARD AND PREPAID PRODUCTS, SERVICES AND
REWARDS PROGRAMS, AND INCREASE REVENUES FROM SUCH PRODUCTS, ATTRACT NEW
CARDMEMBERS, REDUCE CARDMEMBER ATTRITION, CAPTURE A GREATER SHARE OF EXISTING
CARDMEMBERS' SPENDING, SUSTAIN PREMIUM DISCOUNT RATES ON ITS CARD PRODUCTS IN
LIGHT OF REGULATORY AND MARKET PRESSURES, INCREASE MERCHANT COVERAGE, RETAIN
CARDMEMBERS AFTER LOW INTRODUCTORY LENDING RATES HAVE EXPIRED, AND EXPAND THE
GLOBAL NETWORK SERVICES BUSINESS; THE COMPANY'S ABILITY TO INTRODUCE NEW
PRODUCTS, REWARD PROGRAM ENHANCEMENTS AND SERVICE ENHANCEMENTS ON A TIMELY
BASIS DURING 2006; THE SUCCESS OF THE GLOBAL NETWORK SERVICES BUSINESS IN
PARTNERING WITH BANKS IN THE UNITED STATES, WHICH WILL DEPEND IN PART ON THE
EXTENT TO WHICH SUCH BUSINESS FURTHER ENHANCES THE COMPANY'S BRAND, ALLOWS THE
COMPANY TO LEVERAGE ITS SIGNIFICANT PROCESSING SCALE, EXPANDS MERCHANT
COVERAGE OF THE NETWORK, PROVIDES GLOBAL NETWORK SERVICES' BANK PARTNERS IN
THE UNITED STATES THE BENEFITS OF GREATER CARDMEMBER LOYALTY AND HIGHER SPEND
PER CUSTOMER, AND MERCHANT BENEFITS SUCH AS GREATER TRANSACTION VOLUME AND
ADDITIONAL HIGHER SPENDING CUSTOMERS; FLUCTUATIONS IN INTEREST RATES, WHICH
IMPACT THE COMPANY'S BORROWING COSTS AND RETURN ON LENDING PRODUCTS; THE
CONTINUATION OF FAVORABLE TRENDS, INCLUDING INCREASED TRAVEL AND ENTERTAINMENT
SPENDING, AND THE OVERALL LEVEL OF CONSUMER CONFIDENCE; THE COSTS AND
INTEGRATION OF ACQUISITIONS; THE SUCCESS, TIMELINESS AND FINANCIAL IMPACT
(INCLUDING COSTS, COST SAVINGS AND OTHER BENEFITS INCLUDING INCREASED
REVENUES), AND BENEFICIAL EFFECT ON THE COMPANY'S OPERATING EXPENSE TO REVENUE
RATIO, BOTH IN THE SHORT-TERM AND OVER TIME, 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 COMPANY'S ABILITY TO REINVEST THE BENEFITS ARISING FROM SUCH REENGINEERING
ACTIONS IN ITS BUSINESSES; THE ABILITY TO CONTROL AND MANAGE OPERATING,
INFRASTRUCTURE, ADVERTISING AND PROMOTION EXPENSES AS BUSINESS EXPANDS OR
CHANGES, INCLUDING THE ABILITY TO ACCURATELY ESTIMATE THE PROVISION FOR THE
COST OF THE MEMBERSHIP REWARDS PROGRAM; THE COMPANY'S ABILITY TO MANAGE CREDIT
RISK RELATED TO CONSUMER DEBT, BUSINESS LOANS, MERCHANT BANKRUPTCIES AND OTHER
CREDIT TRENDS AND THE RATE OF BANKRUPTCIES, WHICH CAN AFFECT SPENDING ON CARD
PRODUCTS, DEBT PAYMENTS BY INDIVIDUAL AND CORPORATE CUSTOMERS AND BUSINESSES
THAT ACCEPT THE 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 THE COMPANY'S 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; 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; 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; RISKS ASSOCIATED WITH THE
COMPANY'S AGREEMENTS WITH DELTA AIR LINES TO PREPAY $300 MILLION FOR THE
FUTURE PURCHASES OF DELTA SKYMILES REWARDS POINTS; FLUCTUATIONS IN FOREIGN
CURRENCY EXCHANGE RATES; ACCURACY OF ESTIMATES FOR THE FAIR VALUE OF THE
ASSETS IN THE COMPANY'S INVESTMENT PORTFOLIO AND, IN PARTICULAR, THOSE
INVESTMENTS THAT ARE NOT READILY MARKETABLE, INCLUDING THE VALUATION OF THE
INTEREST-ONLY STRIP RELATING TO THE COMPANY'S LENDING SECURITIZATIONS; 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; 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; CHANGES IN LAWS OR GOVERNMENT REGULATIONS; OUTCOMES AND
COSTS ASSOCIATED WITH LITIGATION AND COMPLIANCE AND REGULATORY MATTERS; AND
COMPETITIVE PRESSURES IN ALL OF THE COMPANY'S MAJOR BUSINESSES. 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, 2005, AND
ITS OTHER REPORTS FILED WITH THE SEC.








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