AMERICAN EXPRESS CO
8-K, 1999-04-26
FINANCE SERVICES
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===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           --------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                           --------------------------

        Date of Report (Date of earliest event reported): April 22, 1999
                           --------------------------



                            AMERICAN EXPRESS COMPANY
             (Exact name of registrant as specified in its charter)

                           --------------------------



          New York                      1-7657                 13-4922250
- -----------------------------  ------------------------    ------------------
(State or other jurisdiction   (Commission File Number)     (I.R.S. Employer
     of incorporation or                                   Identification No.)
        organization)



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


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

               ---------------------------------------------------
          (Former name or former address, if changed since last report)




===============================================================================
<PAGE>

Item 5. Other Events

     On April 22, 1999, the Registrant issued a press release announcing its
first quarter earnings and distributed a 1999 First Quarter Earnings Supplement.
Such press release is filed herein as Exhibit 99.1, and such Earnings Supplement
is filed herein as Exhibit 99.2.

Item 7. Financial Statements, Pro Forma Financial Information And Exhibits

        (c)   Exhibits

        99.1  Press release of American Express Company announcing its 1999
              first quarter earnings, dated April 22, 1999.

        99.2  1999 First Quarter Earnings Supplement of American
              Express Company.

<PAGE>

                                    SIGNATURE




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







                                            AMERICAN EXPRESS COMPANY
                                            (REGISTRANT)



                                            By /s/ Stephen P. Norman
                                               ---------------------
                                            Name:  Stephen P. Norman
                                            Title: Secretary




DATE:   April 23, 1999

<PAGE>


                                  EXHIBIT INDEX


Item No.      Description
- --------      -----------

99.1          Press release of American Express Company announcing its 1999
              first quarter earnings, dated April 22, 1999.

99.2          1999 First Quarter Earnings Supplement of American
              Express Company.




                                                                    EXHIBIT 99.1

     New York, April 22, 1999 -- American Express Company today reported record
first quarter net income of $575 million, up from $460 million in the same
period a year ago. Diluted earnings per share were $1.26 compared with $0.98.
Net revenues totaled $4.5 billion, up 12 percent from $4.0 billion. The
company's return on equity was 25.1 percent. The year-ago results included
several items: a credit loss provision at American Express Bank relating to its
Asia/Pacific portfolio, a gain on the sale of First Data Corporation shares and
a preferred dividend based on Lehman Brothers earnings. Excluding these items,
income increased 11 percent from $520 million and diluted earnings per share
grew 14 percent from $1.11.

     The 1999 first-quarter results reflect strong earnings and revenue growth
at Travel Related Services and American Express Financial Advisors.

     Due to a change in accounting rules, the company is required to capitalize
software costs rather than expensing these costs as they occur. For the first
quarter of 1999, this amounted to a benefit of $59 million (net of
amortization). This benefit was offset by increased investment spending and
therefore had no impact on net income.

     Travel Related Services (TRS) reported record quarterly net income of $363
million, up 15 percent from $315 million in the first quarter a year ago.

     TRS' net revenues increased 11 percent from the prior year, reflecting
higher billed business in the United States and internationally, growth in
cardmember loans and higher travel commissions and fees.

     The improvement in billed business resulted from higher spending per
cardmember, reflecting several factors including the benefits of rewards
programs and expanded merchant coverage. Billed business growth came despite a
general tightening of corporate travel and entertainment expenses, and the
cancellation of 1.6 million U.S. Government cards in the fourth quarter of 1998,
representing approximately $3.5 billion in annualized spending, due to the
company's decision to withdraw from this business. Total cards in force
decreased as a result of this decision. The decrease was partially offset by
substantial growth in cards outside the United States. The increase in travel
commissions and fees was primarily due to acquisitions during the latter part of
1998, which increased revenues and expenses, but did not have a material effect
on earnings. The increase in other revenues resulted principally from
acquisitions of accounting firms and ATM networks.

     The provision for losses on charge cards declined as a result of improved
loss rates. The provision for the lending portfolio rose, primarily reflecting a
higher level of loans outstanding, partly offset by lower loss rates. Human
resources expenses rose, mainly due to acquisitions and increased business
volumes. The increase in other operating expenses resulted in part from the cost
of cardmember loyalty programs, business growth and investment spending.

     American Express Financial Advisors (AEFA) reported record quarterly net
income of $214 million, up 15 percent from $186 million reported a year ago.

     Net revenues and earnings growth benefited from higher fee revenues due to
an increase in managed assets and wider investment margins. The growth in
managed assets reflects positive net sales and market appreciation. AEFA
reported record sales of mutual funds and investment certificates. Sales of life
and other insurance products increased while sales of annuities declined. Human
resources expenses rose, largely reflecting compensation costs associated with
higher sales and asset levels. Other operating expenses rose, primarily due to
costs related to higher business volumes and investments to build the business.

     American Express Bank/Travelers Cheque (AEB/TC) reported quarterly net
income of $41 million compared with a net loss of $83 million a year ago.
Travelers Cheque results were consistent with the prior year.

     The year-ago results included a $138 million ($213 million pretax) credit
loss provision related to AEB's business in the Asia/Pacific region,
particularly Indonesia. Excluding the provision, net income declined reflecting
lower foreign exchange trading revenues, primarily in Asia, and higher operating
expenses due to costs associated with new consumer product introductions.

     Corporate and Other reported net expenses of $43 million, compared with net
income of $42 million a year ago. The current year results include a $39 million
($46 million pretax) preferred stock dividend based on earnings from Lehman
Brothers, which was offset by expenses related to the Year 2000 issue (discussed
in the company's 1998 annual report) and business building initiatives. The
prior year results included income of $78 million ($106 million pretax)
representing a $39 million ($60 million pretax) gain from sales of common stock
of First Data Corporation and an equivalent Lehman Brothers dividend.

     American Express Company (http://www.americanexpress.com), founded in 1850,
is a global travel, financial and network services provider.

<PAGE>


                            American Express Company
                            ------------------------
                                Financial Summary
                                -----------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions)
                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
Net Revenues by Segment (A)
- ---------------------------
<S>                                               <C>        <C>        <C>
 Travel Related Services                          $ 3,421    $ 3,083    11.0%
 American Express Financial Advisors                  885        734    20.6
 American Express Bank/Travelers Cheque               247        257    (4.1)
                                                  -------    -------
                                                    4,553      4,074    11.7
 Corporate and Other,
    including adjustments and eliminations            (42)       (40)   (5.0)
                                                  -------    -------

CONSOLIDATED NET REVENUES (A)                     $ 4,511    $ 4,034    11.8
                                                  =======    =======

Pretax Income by Segment
- ------------------------
 Travel Related Services                          $   554    $   482    15.1
 American Express Financial Advisors                  312        271    14.9
 American Express Bank/Travelers Cheque                12       (174)      #
                                                  -------    -------
                                                      878        579    51.6
 Corporate and Other                                  (87)        35       #
                                                  -------    -------

PRETAX INCOME                                     $   791    $   614    29.0
                                                  =======    =======

Net Income by Segment
- ---------------------
 Travel Related Services                          $   363    $   315    15.1
 American Express Financial Advisors                  214        186    14.9
 American Express Bank/Travelers Cheque                41        (83)      #
                                                  -------    -------
                                                      618        418    47.5
 Corporate and Other                                  (43)        42       #
                                                  -------    -------

NET INCOME                                        $   575    $   460    25.0
                                                  =======    =======
</TABLE>

#    Denotes variance of more than 100%.

(A)  Net revenues are reported net of interest expense, where applicable, and
     American Express Financial Advisors' provision for losses and benefits.




                            American Express Company
                            ------------------------
                          Financial Summary (continued)
                          -----------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
EARNINGS PER SHARE
<S>                                               <C>        <C>        <C>
Basic
- -----
  Earnings Per Common Share                       $  1.28    $  1.00    28.0%
                                                  =======    =======
  Average common shares
    outstanding (millions)                          447.7      460.7    (2.8)
                                                  =======    =======

Diluted
- -------
  Earnings Per Common Share                       $  1.26    $  0.98    28.6
                                                  =======    =======
  Average common shares
    outstanding (millions)                          456.2      469.5    (2.8)
                                                  =======    =======

Cash dividends declared
  per common share                                $ 0.225    $ 0.225      --
                                                  =======    =======
</TABLE>



                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Return on Average Equity*                            25.1%      23.1%     --
Common Shares Outstanding (millions)                450.0      461.9    (2.6)%
Book Value per Common Share:
     Actual                                       $ 21.74    $ 20.41     6.5%
     Pro Forma*                                   $ 20.92    $ 19.19     9.0%
Shareholders' Equity (billions)                   $   9.8    $   9.4     3.8%
</TABLE>

*    Excludes the effect of SFAS No. 115.




                            American Express Company
                            ------------------------
                                Financial Summary
                                -----------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions)
                                                                   Quarter Ended
                                                                     March 31,
                                                                        1999
                                                                   ------------
<S>                                                                   <C>
Net Revenues by Segment (A)
- ---------------------------
     Travel Related Services                                          $ 3,421
     American Express Financial Advisors                                  885
     American Express Bank/Travelers Cheque                               247
                                                                      -------
                                                                        4,553
     Corporate and Other,
        including adjustments and eliminations                            (42)
                                                                      -------

CONSOLIDATED NET REVENUES (A)                                         $ 4,511
                                                                      =======

Pretax Income by Segment
- ------------------------
     Travel Related Services                                          $   554
     American Express Financial Advisors                                  312
     American Express Bank/Travelers Cheque                                12
                                                                      -------
                                                                          878
     Corporate and Other                                                  (87)
                                                                      -------

PRETAX INCOME                                                         $   791
                                                                      =======

Net Income by Segment
- ---------------------
     Travel Related Services                                          $   363
     American Express Financial Advisors                                  214
     American Express Bank/Travelers Cheque                                41
                                                                      -------
                                                                          618
     Corporate and Other                                                  (43)
                                                                      -------

NET INCOME                                                            $   575
                                                                      =======

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   -------------
Net Revenues by Segment (A)
- ---------------------------
<S>                                                                   <C>
     Travel Related Services                                          $ 3,545
     American Express Financial Advisors                                  837
     American Express Bank/Travelers Cheque                               239
                                                                      -------
                                                                        4,621
     Corporate and Other,
        including adjustments and eliminations                            (67)
                                                                      -------

CONSOLIDATED NET REVENUES (A)                                         $ 4,554
                                                                      =======

Pretax Income by Segment
- ------------------------
     Travel Related Services                                          $   483
     American Express Financial Advisors                                  304
     American Express Bank/Travelers Cheque                                 2
                                                                      -------
                                                                          789
     Corporate and Other                                                  (76)
                                                                      -------

PRETAX INCOME                                                         $   713
                                                                      =======

Net Income by Segment
- --------------==-----
     Travel Related Services                                          $   326
     American Express Financial Advisors                                  209
     American Express Bank/Travelers Cheque                                36
                                                                      -------
                                                                          571
     Corporate and Other                                                  (41)
                                                                      -------

NET INCOME                                                            $   530
                                                                      =======
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues by Segment (A)
- ---------------------------
     Travel Related Services                                          $ 3,339
     American Express Financial Advisors                                  802
     American Express Bank/Travelers Cheque                               255
                                                                      -------
                                                                        4,396
     Corporate and Other,
        including adjustments and eliminations                            (54)
                                                                      -------

CONSOLIDATED NET REVENUES (A)                                         $ 4,342
                                                                      =======

Pretax Income by Segment
- ------------------------
     Travel Related Services                                          $   554
     American Express Financial Advisors                                  308
     American Express Bank/Travelers Cheque                                20
                                                                      -------
                                                                          882
     Corporate and Other                                                  (83)
                                                                      -------

PRETAX INCOME                                                         $   799
                                                                      =======

Net Income by Segment
- ---------------------
     Travel Related Services                                          $   362
     American Express Financial Advisors                                  211
     American Express Bank/Travelers Cheque                                43
                                                                      -------
                                                                          616
     Corporate and Other                                                  (42)
                                                                      -------

NET INCOME                                                            $   574
                                                                      =======

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues by Segment (A)
- ---------------------------
     Travel Related Services                                          $ 3,270
     American Express Financial Advisors                                  807
     American Express Bank/Travelers Cheque                               251
                                                                      -------
                                                                        4,328
     Corporate and Other,
        including adjustments and eliminations                            (42)
                                                                      -------

CONSOLIDATED NET REVENUES (A)                                         $ 4,286
                                                                      =======

Pretax Income by Segment
- ------------------------
     Travel Related Services                                          $   546
     American Express Financial Advisors                                  309
     American Express Bank/Travelers Cheque                                23
                                                                      -------
                                                                          878
     Corporate and Other                                                  (78)
                                                                      -------

PRETAX INCOME                                                         $   800
                                                                      =======

Net Income by Segment
- ---------------------
     Travel Related Services                                          $   360
     American Express Financial Advisors                                  212
     American Express Bank/Travelers Cheque                                47
                                                                      -------
                                                                          619
     Corporate and Other                                                  (41)
                                                                      -------

NET INCOME                                                            $   578
                                                                      =======
</TABLE>


<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues by Segment (A)
- --------------------------
     Travel Related Services                                          $ 3,083
     American Express Financial Advisors                                  734
     American Express Bank/Travelers Cheque                               257
                                                                      -------
                                                                        4,074
     Corporate and Other,
        including adjustments and eliminations                            (40)
                                                                      -------

CONSOLIDATED NET REVENUES (A)                                         $ 4,034
                                                                      =======

Pretax Income by Segment
- ------------------------
     Travel Related Services                                          $   482
     American Express Financial Advisors                                  271
     American Express Bank/Travelers Cheque                              (174)
                                                                      -------
                                                                          579
     Corporate and Other                                                   35
                                                                      -------

PRETAX INCOME                                                         $   614
                                                                      =======

Net Income by Segment
- ---------------------
     Travel Related Services                                          $   315
     American Express Financial Advisors                                  186
     American Express Bank/Travelers Cheque                               (83)
                                                                      -------
                                                                          418
     Corporate and Other                                                   42
                                                                      -------

NET INCOME                                                            $   460
                                                                      =======
</TABLE>


(A)  Net revenues are reported net of interest expense, where applicable, and
     American Express Financial Advisors' provision for losses and benefits.




                            American Express Company
                            ------------------------
                          Financial Summary (continued)
                          -----------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                                           $   1.28
                                                                      ========
  Average common shares outstanding (millions)                           447.7
                                                                      ========

Diluted
- -------
  Earnings Per Common Share                                           $   1.26
                                                                      ========
  Average common shares outstanding (millions)                           456.2
                                                                      ========

Cash dividends declared per common share                              $  0.225
                                                                      ========

<CAPTION>
                                                                   Quarter Ended
                                                                    December 31,
                                                                        1998
                                                                   -------------
<S>                                                                   <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                                           $   1.18
                                                                      ========
  Average common shares outstanding (millions)                           448.7
                                                                      ========

Diluted
- -------
  Earnings Per Common Share                                           $   1.16
                                                                      ========
  Average common shares outstanding (millions)                           456.0
                                                                      ========

Cash dividends declared per common share                              $  0.225
                                                                      ========
</TABLE>



<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                                           $   1.27
                                                                      ========
  Average common shares outstanding (millions)                           451.6
                                                                      ========

Diluted
- -------
  Earnings Per Common Share                                           $   1.25
                                                                      ========
  Average common shares outstanding (millions)                           459.6
                                                                      ========

Cash dividends declared per common share                              $  0.225
                                                                      ========

<CAPTION>
                                                                   Quarter Ended
                                                                      June 30,
                                                                        1998
                                                                   -------------
<S>                                                                   <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                                           $   1.27
                                                                      ========
  Average common shares outstanding (millions)                           456.3
                                                                      ========

Diluted
- -------
  Earnings Per Common Share                                           $   1.24
                                                                      ========
  Average common shares outstanding (millions)                           465.3
                                                                      ========

Cash dividends declared per common share                              $  0.225
                                                                      ========
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                      March 31,
                                                                        1998
                                                                   -------------
<S>                                                                   <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                                           $   1.00
                                                                      ========
  Average common shares outstanding (millions)                           460.7
                                                                      ========

Diluted
- -------
  Earnings Per Common Share                                           $   0.98
                                                                      ========
  Average common shares outstanding (millions)                           469.5
                                                                      ========

Cash dividends declared per common share                              $  0.225
                                                                      ========
</TABLE>




                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                      March 31,
                                                                        1999
                                                                   -------------
<S>                                                                  <C>
Return on Average Equity*                                                25.1%
Common Shares Outstanding (millions)                                    450.0
Book Value per Common Share:
     Actual                                                          $  21.74
     Pro Forma*                                                      $  20.92
Shareholders' Equity (billions)                                      $    9.8

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Return on Average Equity*                                                24.0%
Common Shares Outstanding (millions)                                    450.5
Book Value per Common Share:
     Actual                                                          $  21.53
     Pro Forma*                                                      $  20.24
Shareholders' Equity (billions)                                      $    9.7

<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Return on Average Equity*                                                23.9%
Common Shares Outstanding (millions)                                    452.3
Book Value per Common Share:
     Actual                                                          $  20.79
     Pro Forma*                                                      $  19.28
Shareholders' Equity (billions)                                      $    9.4

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Return on Average Equity*                                                23.5%
Common Shares Outstanding (millions)                                    456.8
Book Value per Common Share:
     Actual                                                          $  20.35
     Pro Forma*                                                      $  19.11
Shareholders' Equity (billions)                                      $    9.3

<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Return on Average Equity*                                                23.1%
Common Shares Outstanding (millions)                                    461.9
Book Value per Common Share:
     Actual                                                          $  20.41
     Pro Forma*                                                      $  19.19
Shareholders' Equity (billions)                                      $    9.4
</TABLE>


*    Excludes the effect of SFAS No. 115.


(Preliminary)                Travel Related Services
                             -----------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions)
                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Net Revenues:
     Discount Revenue                             $1,514     $1,429      5.9%
     Net Card Fees                                   403        398      1.4
     Travel Commissions and Fees                     426        351     21.6
     Other Revenues                                  731        588     24.3
     Lending:
          Finance Charge Revenue                     503        478      5.1
          Interest Expense                           156        161     (3.2)
                                                  ------     ------
               Net Finance Charge Revenue            347        317      9.4
                                                  ------     ------
          Total Net Revenues                       3,421      3,083     11.0
                                                  ------     ------
Expenses:
     Marketing and Promotion                         270        244     10.6
     Provision for Losses and Claims:
          Charge Card                                182        218    (16.2)
          Lending                                    235        218      7.7
          Other                                       14         13      7.0
                                                  ------     ------
               Total                                 431        449     (3.9)
                                                  ------     ------
     Charge Card Interest Expense                    183        197     (6.9)
     Net Discount Expense                            143        140      1.9
     Human Resources                                 912        787     15.9
     Other Operating Expenses                        928        784     18.3
                                                  ------     ------
          Total Expenses                           2,867      2,601     10.2
                                                  ------     ------
Pretax Income                                        554        482     15.1
Income Tax Provision                                 191        167     14.9
                                                  ------     ------
Net Income                                        $  363     $  315     15.1
                                                  ======     ======
</TABLE>




(Preliminary)                Travel Related Services
                             -----------------------
                               Statement of Income
                               -------------------
                        (Unaudited, Managed Asset Basis)


<TABLE>
<CAPTION>
(Dollars in millions)
                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Net Revenues:
     Discount Revenue                             $1,514     $1,429      5.9%
     Net Card Fees                                   403        398      1.4
     Travel Commissions and Fees                     426        351     21.6
     Other Revenues                                  639        511     25.0
     Lending:
          Finance Charge Revenue                     652        584     11.7
          Interest Expense                           200        194      3.2
                                                  ------     ------
               Net Finance Charge Revenue            452        390     15.9
                                                  ------     ------
          Total Net Revenues                       3,434      3,079     11.5
                                                  ------     ------
Expenses:
     Marketing and Promotion                         270        244     10.6
     Provision for Losses and Claims:
          Charge Card                                233        273    (14.7)
          Lending                                    282        248     13.7
          Other                                       14         13      7.0
                                                  ------     ------
               Total                                 529        534     (1.0)
                                                  ------     ------
     Charge Card Interest Expense                    241        248     (2.5)
     Human Resources                                 912        787     15.9
     Other Operating Expenses                        928        784     18.3
                                                  ------     ------
          Total Expenses                           2,880      2,597     10.9
                                                  ------     ------
Pretax Income                                        554        482     15.1
Income Tax Provision                                 191        167     14.9
                                                  ------     ------
Net Income                                        $  363     $  315     15.1
                                                  ======     ======
</TABLE>


This Statement of Income is provided on a Managed Asset Basis for analytical
purposes only. It presents the income statement of TRS as if there had been no
securitization transactions.




(Preliminary)                Travel Related Services
                             -----------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
(Amounts in billions, except percentages and where indicated)

                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Total Cards in Force (millions):
     United States                                  27.9       29.5     (5.5)%
     Outside the United States                      15.0       13.8      8.6
                                                  ------     ------
          Total                                     42.9       43.3     (1.0)
                                                  ======     ======
Basic Cards in Force (millions):
     United States                                  21.8       23.3     (6.2)
     Outside the United States                      11.5       10.6      8.0
                                                  ------     ------
          Total                                     33.3       33.9     (1.7)
                                                  ======     ======
Card Billed Business:
     United States                                $ 41.6     $ 38.5      8.2
     Outside the United States                      15.2       14.1      7.2
                                                  ------     ------
          Total                                   $ 56.8     $ 52.6      8.0
                                                  ======     ======

Average Discount Rate*                              2.73%      2.74%      --
Average Basic Cardmember
     Spending (dollars)*                          $1,781     $1,600     11.3
Average Fee per Card (dollars)*                   $   40     $   38      5.3

Travel Sales                                      $  5.3     $  4.3     25.3
Travel Commissions and Fees/Sales**                  8.0%       8.2%      --

Total Debt                                        $ 28.2     $ 24.9     13.0
Shareholder's Equity                              $  5.1     $  4.8      6.6
Return on Average Equity***                         28.4%      25.7%      --
Return on Average Assets***                          3.3%       3.1%      --
</TABLE>

*    Computed excluding Cards issued by strategic alliance partners and
     independent operators as well as business billed on those Cards.

**   Computed from information provided herein.

***  Excluding the effect of SFAS No. 115.



(Preliminary)                Travel Related Services
                             -----------------------
                  Selected Statistical Information (continued)
                  --------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Amounts in billions, except percentages and where indicated)

                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                            $ 23.5     $ 22.0      6.7%
     90 Days Past Due as a % of Total                3.0%       3.4%      --
     Loss Reserves (millions)                     $  876     $  967     (9.4)
          % of Receivables                           3.7%       4.4%      --
          % of 90 Days Past Due                      126%       131%      --
     Net Loss Ratio                                 0.43%      0.47%      --

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                  $ 16.7     $ 14.2     17.9
     Past Due Loans as a % of Total:
          30-89 Days                                 2.1%       2.5%      --
          90+ Days                                   1.0%       1.1%      --
     Loss Reserves (millions):
          Beginning Balance                       $  619     $  589      5.1
               Provision                             244        221     10.4
               Net Charge-Offs/Other                (240)      (219)     9.2
                                                  ------     ------
          Ending Balance                          $  623     $  591      5.5
                                                  ======     ======
          % of Loans                                 3.7%       4.2%      --
          % of Past Due                              121%       117%      --
     Average Loans                                $ 16.7     $ 14.2     17.3
     Net Write-Off Rate                              5.9%       6.3%      --
     Net Interest Yield                              9.4%       9.6%      --
</TABLE>




(Preliminary)                Travel Related Services
                             -----------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions)
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,514
     Net Card Fees                                                       403
     Travel Commissions and Fees                                         426
     Other Revenues                                                      731
     Lending:
          Finance Charge Revenue                                         503
          Interest Expense                                               156
                                                                      ------
               Net Finance Charge Revenue                                347
                                                                      ------
          Total Net Revenues                                           3,421
                                                                      ------
Expenses:
     Marketing and Promotion                                             270
     Provision for Losses and Claims:
          Charge Card                                                    182
          Lending                                                        235
          Other                                                           14
                                                                      ------
               Total                                                     431
                                                                      ------
     Charge Card Interest Expense                                        183
     Net Discount Expense                                                143
     Human Resources                                                     912
     Other Operating Expenses                                            928
                                                                      ------
          Total Expenses                                               2,867
                                                                      ------
Pretax Income                                                            554
Income Tax Provision                                                     191
                                                                      ------
Net Income                                                            $  363
                                                                      ======

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,639
     Net Card Fees                                                       398
     Travel Commissions and Fees                                         452
     Other Revenues                                                      687
     Lending:
          Finance Charge Revenue                                         535
          Interest Expense                                               166
                                                                      ------
               Net Finance Charge Revenue                                369
                                                                      ------
          Total Net Revenues                                           3,545
                                                                      ------
Expenses:
     Marketing and Promotion                                             301
     Provision for Losses and Claims:
          Charge Card                                                    100
          Lending                                                        293
          Other                                                           14
                                                                      ------
               Total                                                     407
                                                                      ------
     Charge Card Interest Expense                                        211
     Net Discount Expense                                                185
     Human Resources                                                     990
     Other Operating Expenses                                            968
                                                                      ------
          Total Expenses                                               3,062
                                                                      ------
Pretax Income                                                            483
Income Tax Provision                                                     157
                                                                      ------
Net Income                                                            $  326
                                                                      ======
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,522
     Net Card Fees                                                       393
     Travel Commissions and Fees                                         441
     Other Revenues                                                      645
     Lending:
          Finance Charge Revenue                                         502
          Interest Expense                                               164
                                                                      ------
               Net Finance Charge Revenue                                338
                                                                      ------
          Total Net Revenues                                           3,339
                                                                      ------
Expenses:
     Marketing and Promotion                                             310
     Provision for Losses and Claims:
          Charge Card                                                    148
          Lending                                                        224
          Other                                                           17
                                                                      ------
               Total                                                     389
                                                                      ------
     Charge Card Interest Expense                                        199
     Net Discount Expense                                                170
     Human Resources                                                     924
     Other Operating Expenses                                            793
                                                                      ------
          Total Expenses                                               2,785
                                                                      ------
Pretax Income                                                            554
Income Tax Provision                                                     192
                                                                      ------
Net Income                                                            $  362
                                                                      ======

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,525
     Net Card Fees                                                       398
     Travel Commissions and Fees                                         403
     Other Revenues                                                      614
     Lending:
          Finance Charge Revenue                                         493
          Interest Expense                                               163
                                                                      ------
               Net Finance Charge Revenue                                330
                                                                      ------
          Total Net Revenues                                           3,270
                                                                      ------
Expenses:
     Marketing and Promotion                                             275
     Provision for Losses and Claims:
          Charge Card                                                    236
          Lending                                                        187
          Other                                                           11
                                                                      ------
               Total                                                     434
                                                                      ------
     Charge Card Interest Expense                                        203
     Net Discount Expense                                                170
     Human Resources                                                     843
     Other Operating Expenses                                            799
                                                                      ------
          Total Expenses                                               2,724
                                                                      ------
Pretax Income                                                            546
Income Tax Provision                                                     186
                                                                      ------
Net Income                                                            $  360
                                                                      ======
</TABLE>



<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,429
     Net Card Fees                                                       398
     Travel Commissions and Fees                                         351
     Other Revenues                                                      588
     Lending:
          Finance Charge Revenue                                         478
          Interest Expense                                               161
                                                                      ------
               Net Finance Charge Revenue                                317
                                                                      ------
          Total Net Revenues                                           3,083
                                                                      ------
Expenses:
     Marketing and Promotion                                             244
     Provision for Losses and Claims:
          Charge Card                                                    218
          Lending                                                        218
          Other                                                           13
                                                                      ------
               Total                                                     449
                                                                      ------
     Charge Card Interest Expense                                        197
     Net Discount Expense                                                140
     Human Resources                                                     787
     Other Operating Expenses                                            784
                                                                      ------
          Total Expenses                                               2,601
                                                                      ------
Pretax Income                                                            482
Income Tax Provision                                                     167
                                                                      ------
Net Income                                                            $  315
                                                                      ======
</TABLE>




(Preliminary)                Travel Related Services
                             -----------------------
                               Statement of Income
                               -------------------
                         (Unaudited, Managed Asset Basis)

<TABLE>
<CAPTION>
(Dollars in millions)

                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,514
     Net Card Fees                                                       403
     Travel Commissions and Fees                                         426
     Other Revenues                                                      639
     Lending:
          Finance Charge Revenue                                         652
          Interest Expense                                               200
                                                                      ------
               Net Finance Charge Revenue                                452
                                                                      ------
          Total Net Revenues                                           3,434
                                                                      ------
Expenses:
     Marketing and Promotion                                             270
     Provision for Losses and Claims:
          Charge Card                                                    233
          Lending                                                        282
          Other                                                           14
                                                                      ------
               Total                                                     529
                                                                      ------
     Charge Card Interest Expense                                        241
     Human Resources                                                     912
     Other Operating Expenses                                            928
                                                                      ------
          Total Expenses                                               2,880
                                                                      ------
Pretax Income                                                            554
Income Tax Provision                                                     191
                                                                      ------
Net Income                                                            $  363
                                                                      ======

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,639
     Net Card Fees                                                       398
     Travel Commissions and Fees                                         452
     Other Revenues                                                      617
     Lending:
          Finance Charge Revenue                                         655
          Interest Expense                                               211
                                                                      ------
               Net Finance Charge Revenue                                444
                                                                      ------
          Total Net Revenues                                           3,550
                                                                      ------
Expenses:
     Marketing and Promotion                                             301
     Provision for Losses and Claims:
          Charge Card                                                    192
          Lending                                                        331
          Other                                                           14
                                                                      ------
               Total                                                     537
                                                                      ------
     Charge Card Interest Expense                                        271
     Human Resources                                                     990
     Other Operating Expenses                                            968
                                                                      ------
          Total Expenses                                               3,067
                                                                      ------
Pretax Income                                                            483
Income Tax Provision                                                     157
                                                                      ------
Net Income                                                            $  326
                                                                      ======
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,522
     Net Card Fees                                                       395
     Travel Commissions and Fees                                         441
     Other Revenues                                                      562
     Lending:
          Finance Charge Revenue                                         636
          Interest Expense                                               209
                                                                      ------
               Net Finance Charge Revenue                                427
                                                                      ------
          Total Net Revenues                                           3,347
                                                                      ------
Expenses:
     Marketing and Promotion                                             310
     Provision for Losses and Claims:
          Charge Card                                                    224
          Lending                                                        263
          Other                                                           17
                                                                      ------
               Total                                                     504
                                                                      ------
     Charge Card Interest Expense                                        262
     Human Resources                                                     924
     Other Operating Expenses                                            793
                                                                      ------
          Total Expenses                                               2,793
                                                                      ------
Pretax Income                                                            554
Income Tax Provision                                                     192
                                                                      ------
Net Income                                                            $  362
                                                                      ======

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,525
     Net Card Fees                                                       393
     Travel Commissions and Fees                                         403
     Other Revenues                                                      536
     Lending:
          Finance Charge Revenue                                         595
          Interest Expense                                               197
                                                                      ------
               Net Finance Charge Revenue                                398
                                                                      ------
          Total Net Revenues                                           3,255
                                                                      ------
Expenses:
     Marketing and Promotion                                             239
     Provision for Losses and Claims:
          Charge Card                                                    307
          Lending                                                        251
          Other                                                           11
                                                                      ------
               Total                                                     569
                                                                      ------
     Charge Card Interest Expense                                        259
     Human Resources                                                     843
     Other Operating Expenses                                            799
                                                                      ------
          Total Expenses                                               2,709
                                                                      ------
Pretax Income                                                            546
Income Tax Provision                                                     186
                                                                      ------
Net Income                                                            $  360
                                                                      ======
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Discount Revenue                                                 $1,429
     Net Card Fees                                                       398
     Travel Commissions and Fees                                         351
     Other Revenues                                                      511
     Lending:
          Finance Charge Revenue                                         584
          Interest Expense                                               194
                                                                      ------
               Net Finance Charge Revenue                                390
                                                                      ------
          Total Net Revenues                                           3,079
                                                                      ------
Expenses:
     Marketing and Promotion                                             244
     Provision for Losses and Claims:
          Charge Card                                                    273
          Lending                                                        248
          Other                                                           13
                                                                      ------
               Total                                                     534
                                                                      ------
     Charge Card Interest Expense                                        248
     Human Resources                                                     787
     Other Operating Expenses                                            784
                                                                      ------
          Total Expenses                                               2,597
                                                                      ------
Pretax Income                                                            482
Income Tax Provision                                                     167
                                                                      ------
Net Income                                                            $  315
                                                                      ======
</TABLE>


This Statement of Income is provided on a Managed Asset Basis for analytical
purposes only. It presents the income statement of TRS as if there had been no
securitization transactions. Under Statement of Financial Accounting Standards
No. 125 (SFAS No. 125), which prescribes the accounting for securitized
receivables, TRS recognized a pretax gain of $36 million ($23 million after-tax)
in the second quarter of 1998 related to the securitization of U.S. receivables.
This gain was invested in additional Marketing and Promotion expenses and had no
material impact on net income or total expenses in the second quarter of 1998.
For purposes of this presentation such gain and a corresponding $36 million
increase in Marketing and Promotion expenses have been eliminated in the second
quarter of 1998.



(Preliminary)                Travel Related Services
                             -----------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
(Amounts in billions, except percentages and where indicated)

                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Total Cards in Force (millions):
     United States                                                         27.9
     Outside the United States                                             15.0
                                                                      ---------
          Total                                                            42.9
                                                                      =========
Basic Cards in Force (millions):
     United States                                                         21.8
     Outside the United States                                             11.5
                                                                      ---------
          Total                                                            33.3
                                                                      =========
Card Billed Business:
     United States                                                    $    41.6
     Outside the United States                                             15.2
                                                                      ---------
          Total                                                       $    56.8
                                                                      =========

Average Discount Rate*                                                     2.73%
Average Basic Cardmember
     Spending (dollars)*                                              $   1,781
Average Fee per Card (dollars)*                                       $      40

Travel Sales                                                          $     5.3
Travel Commissions and Fees/Sales**                                         8.0%

Total Debt                                                            $    28.2
Shareholder's Equity                                                  $     5.1
Return on Average Equity***                                                28.4%
Return on Average Assets***                                                 3.3%

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Total Cards in Force (millions):
     United States                                                         27.8
     Outside the United States                                             14.9
                                                                      ---------
          Total                                                            42.7
                                                                      =========
Basic Cards in Force (millions):
     United States                                                         21.7
     Outside the United States                                             11.5
                                                                      ---------
          Total                                                            33.2
                                                                      =========
Card Billed Business:
     United States                                                    $    44.2
     Outside the United States                                             17.2
                                                                      ---------
          Total                                                       $    61.4
                                                                      =========

Average Discount Rate*                                                     2.72%
Average Basic Cardmember
     Spending (dollars)*                                              $   1,861
Average Fee per Card (dollars)*                                       $      38

Travel Sales                                                          $     5.6
Travel Commissions and Fees/Sales**                                         8.1%

Total Debt                                                            $    28.0
Shareholder's Equity                                                  $     4.9
Return on Average Equity***                                                27.8%
Return on Average Assets***                                                 3.3%
</TABLE>



<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                <C>
Total Cards in Force (millions):
     United States                                                         29.5
     Outside the United States                                             14.6
                                                                      ---------
          Total                                                            44.1
                                                                      =========
Basic Cards in Force (millions):
     United States                                                         23.3
     Outside the United States                                             11.3
                                                                      ---------
          Total                                                            34.6
                                                                      =========
Card Billed Business:
     United States                                                    $    41.5
     Outside the United States                                             15.2
                                                                      ---------
          Total                                                       $    56.7
                                                                      =========

Average Discount Rate*                                                     2.72%
Average Basic Cardmember
     Spending (dollars)*                                              $   1,704
Average Fee per Card (dollars)*                                       $      37

Travel Sales                                                          $     5.1
Travel Commissions and Fees/Sales**                                         8.6%

Total Debt                                                            $    26.9
Shareholder's Equity                                                  $     5.2
Return on Average Equity***                                                27.1%
Return on Average Assets***                                                 3.3%

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
Total Cards in Force (millions):
     United States                                                         29.6
     Outside the United States                                             14.2
                                                                      ---------
          Total                                                            43.8
                                                                      =========
Basic Cards in Force (millions):
     United States                                                         23.3
     Outside the United States                                             11.0
                                                                      ---------
          Total                                                            34.3
                                                                      =========
Card Billed Business:
     United States                                                    $    41.4
     Outside the United States                                             15.4
                                                                      ---------
          Total                                                       $    56.8
                                                                      =========

Average Discount Rate*                                                     2.72%
Average Basic Cardmember
     Spending (dollars)*                                              $   1,717
Average Fee per Card (dollars)*                                       $      38

Travel Sales                                                          $     4.9
Travel Commissions and Fees/Sales**                                         8.2%

Total Debt                                                            $    24.0
Shareholder's Equity                                                  $     5.0
Return on Average Equity***                                                26.5%
Return on Average Assets***                                                 3.2%
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                <C>
Total Cards in Force (millions):
     United States                                                         29.5
     Outside the United States                                             13.8
                                                                      ---------
          Total                                                            43.3
                                                                      =========
Basic Cards in Force (millions):
     United States                                                         23.3
     Outside the United States                                             10.6
                                                                      ---------
          Total                                                            33.9
                                                                      =========
Card Billed Business:
     United States                                                    $    38.5
     Outside the United States                                             14.1
                                                                      ---------
          Total                                                       $    52.6
                                                                      =========

Average Discount Rate*                                                     2.74%
Average Basic Cardmember
     Spending (dollars)*                                              $   1,600
Average Fee per Card (dollars)*                                       $      38

Travel Sales                                                          $     4.3
Travel Commissions and Fees/Sales**                                         8.2%

Total Debt                                                            $    24.9
Shareholder's Equity                                                  $     4.8
Return on Average Equity***                                                25.7%
Return on Average Assets***                                                 3.1%
</TABLE>


*    Computed excluding Cards issued by strategic alliance partners and
     independent operators as well as business billed on those Cards.

**   Computed from information provided herein.

***  Excluding the effect of SFAS No. 115.



(Preliminary)                Travel Related Services
                             -----------------------
                  Selected Statistical Information (continued)
                  --------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Amounts in billions, except percentages and where indicated)

                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                                $   23.5
     90 Days Past Due as a % of Total                                      3.0%
     Loss Reserves (millions)                                         $    876
         %  of Receivables                                                 3.7%
         %  of 90 Days Past Due                                            126%
     Net Loss Ratio                                                       0.43%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                                      $   16.7
     Past Due Loans as a % of Total:
          30-89 Days                                                       2.1%
          90+ Days                                                         1.0%
     Loss Reserves (millions):
          Beginning Balance                                           $    619
               Provision                                                   244
               Net Charge-Offs/Other                                      (240)
                                                                      --------
          Ending Balance                                              $    623
                                                                      ========
         %  of Loans                                                       3.7%
         %  of Past Due                                                    121%
     Average Loans                                                    $   16.7
     Net Write-Off Rate                                                    5.9%
     Net Interest Yield                                                    9.4%

<CAPTION>
                                                                   Quarter Ended
                                                                    December 31,
                                                                        1998
                                                                   -------------
<S>                                                                   <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                                $   24.0
     90 Days Past Due as a % of Total                                      2.7%
     Loss Reserves (millions)                                         $    897
         %  of Receivables                                                 3.7%
         %  of 90 Days Past Due                                            138%
     Net Loss Ratio                                                       0.42%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                                      $   16.7
     Past Due Loans as a % of Total:
          30-89 Days                                                       2.2%
          90+ Days                                                         0.9%
     Loss Reserves (millions):
          Beginning Balance                                           $    579
               Provision                                                   285
               Net Charge-Offs/Other                                      (245)
                                                                      --------
          Ending Balance                                              $    619
                                                                      ========
         %  of Loans                                                       3.7%
         %  of Past Due                                                    120%
     Average Loans                                                    $   15.9
     Net Write-Off Rate                                                    6.2%
     Net Interest Yield                                                    9.5%
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                               $    23.3
     90 Days Past Due as a % of Total                                      2.7%
     Loss Reserves (millions)                                        $     961
         %  of Receivables                                                 4.1%
         %  of 90 Days Past Due                                            151%
     Net Loss Ratio                                                       0.48%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                                     $    15.4
     Past Due Loans as a % of Total:
          30-89 Days                                                       2.2%
          90+ Days                                                         1.0%
     Loss Reserves (millions):
          Beginning Balance                                          $     577
               Provision                                                   236
               Net Charge-Offs/Other                                      (234)
                                                                     ---------
          Ending Balance                                             $     579
                                                                     =========
         %  of Loans                                                       3.8%
         %  of Past Due                                                    118%
     Average Loans                                                   $    15.2
     Net Write-Off Rate                                                    6.4%
     Net Interest Yield                                                    9.6%

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                               $    23.4
     90 Days Past Due as a % of Total                                      3.1%
     Loss Reserves (millions)                                        $   1,015
         %  of Receivables                                                 4.3%
         %  of 90 Days Past Due                                            142%
     Net Loss Ratio                                                       0.46%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                                     $    14.8
     Past Due Loans as a % of Total:
          30-89 Days                                                       2.3%
          90+ Days                                                         1.1%
     Loss Reserves (millions):
          Beginning Balance                                          $     591
               Provision                                                   219
               Net Charge-Offs/Other                                      (233)
                                                                     ---------
          Ending Balance                                             $     577
                                                                     =========
         %  of Loans                                                       3.9%
         %  of Past Due                                                    115%
     Average Loans                                                   $    14.5
     Net Write-Off Rate                                                    6.6%
     Net Interest Yield                                                    9.5%
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Owned and Managed Charge Card
    Receivables:
     Total Receivables                                                $  22.0
     90 Days Past Due as a % of Total                                     3.4%
     Loss Reserves (millions)                                         $   967
         %  of Receivables                                                4.4%
         %  of 90 Days Past Due                                           131%
     Net Loss Ratio                                                      0.47%

Owned and Managed U.S. Cardmember
     Lending:
     Total Loans                                                      $  14.2
     Past Due Loans as a % of Total:
          30-89 Days                                                      2.5%
          90+ Days                                                        1.1%
     Loss Reserves (millions):
          Beginning Balance                                           $   589
               Provision                                                  221
               Net Charge-Offs/Other                                     (219)
                                                                      -------
          Ending Balance                                              $   591
                                                                      =======
         %  of Loans                                                      4.2%
         %  of Past Due                                                   117%
     Average Loans                                                    $  14.2
     Net Write-Off Rate                                                   6.3%
     Net Interest Yield                                                   9.6%
</TABLE>




(Preliminary)          American Express Financial Advisors
                       -----------------------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions)
                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Net Revenues:
     Investment Income                            $  595     $  613     (2.9)%
     Management and Distribution Fees                522        418     25.0
     Other Revenues                                  228        190     19.5
                                                  ------     ------
          Total Revenues                           1,345      1,221     10.1
     Provision for Losses and Benefits:
          Annuities                                  270        297     (9.0)
          Insurance                                  126        117      7.1
          Investment Certificates                     64         73    (12.5)
                                                  ------     ------
               Total                                 460        487     (5.6)
                                                  ------     ------
          Net Revenues                               885        734     20.6
                                                  ------     ------

Expenses:
     Human Resources                                 416        351     18.5
     Other Operating Expenses                        157        112     40.7
                                                  ------     ------
          Total Expenses                             573        463     23.9
                                                  ------     ------
Pretax Income                                        312        271     14.9
Income Tax Provision                                  98         85     14.8
                                                  ------     ------
Net Income                                        $  214     $  186     14.9
                                                  ======     ======
</TABLE>




(Preliminary)          American Express Financial Advisors
                       -----------------------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
(Dollars in millions, except where indicated)

                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Investments (billions)                            $  30.6    $  31.1     (1.6)%
Client Contract Reserves (billions)               $  30.5    $  30.3      0.6
Shareholder's Equity (billions)                   $   4.1    $   3.8      5.5
Return on Average Equity*                            22.6%      22.1%      --

Life Insurance in Force (billions)                $  82.9    $  76.1      9.0
Assets Owned, Managed or
 Administered (billions):
   Assets managed for institutions                $  46.9    $  42.3     10.7
   Assets owned, managed or administered
      for individuals:
        Owned Assets:
             Separate Account Assets                 28.2       26.0      8.6
             Other Owned Assets                      37.4       37.0      1.0
                                                  -------    -------
                  Total Owned Assets                 65.6       63.0      4.1
        Managed Assets                               91.2       80.2     13.8
        Administered Assets                          15.7        9.9     57.8
                                                  -------    -------
             Total                                $ 219.4    $ 195.4     12.2
                                                  =======    =======
Market Appreciation (Depreciation) During
 the Period:
   Owned Assets:
        Separate Account Assets                   $   912    $ 2,610    (65.1)
        Other Owned Assets                        $  (204)   $    18       --
   Total Managed Assets                           $ 2,889    $ 8,844    (67.3)

Sales of Selected Products:
   Mutual Funds                                   $ 6,033    $ 5,095     18.4
   Annuities                                      $   579    $   651    (11.1)
   Investment Certificates                        $   660    $   458     44.2
   Life and Other Insurance Products              $    92    $    83     10.5

Number of Financial Advisors                       10,372      9,838      5.4
Fees From Financial Plans (thousands)             $21,252    $17,521     21.3
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales            66.5%      65.1%      --
</TABLE>


*    Excluding the effect of SFAS No. 115.




(Preliminary)          American Express Financial Advisors
                       -----------------------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions)
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Investment Income                                                $  595
     Management and Distribution Fees                                    522
     Other Revenues                                                      228
                                                                      ------
          Total Revenues                                               1,345
     Provision for Losses and Benefits:
          Annuities                                                      270
          Insurance                                                      126
          Investment Certificates                                         64
                                                                      ------
               Total                                                     460
                                                                      ------
          Net Revenues                                                   885
                                                                      ------

Expenses:
     Human Resources                                                     416
     Other Operating Expenses                                            157
                                                                      ------
          Total Expenses                                                 573
                                                                      ------
Pretax Income                                                            312
Income Tax Provision                                                      98
                                                                      ------
Net Income                                                            $  214
                                                                      ======

<CAPTION>
                                                                   Quarter Ended
                                                                    December 31,
                                                                        1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Investment Income                                                $  647
     Management and Distribution Fees                                    476
     Other Revenues                                                      222
                                                                      ------
          Total Revenues                                               1,345
     Provision for Losses and Benefits:
          Annuities                                                      282
          Insurance                                                      125
          Investment Certificates                                        101
                                                                      ------
               Total                                                     508
                                                                      ------
          Net Revenues                                                   837
                                                                      ------

Expenses:
     Human Resources                                                     407
     Other Operating Expenses                                            126
                                                                      ------
          Total Expenses                                                 533
                                                                      ------
Pretax Income                                                            304
Income Tax Provision                                                      95
                                                                      ------
Net Income                                                            $  209
                                                                      ======
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Investment Income                                                $  573
     Management and Distribution Fees                                    476
     Other Revenues                                                      198
                                                                      ------
          Total Revenues                                               1,247
     Provision for Losses and Benefits:
          Annuities                                                      280
          Insurance                                                      122
          Investment Certificates                                         43
                                                                      ------
               Total                                                     445
                                                                      ------
          Net Revenues                                                   802
                                                                      ------

Expenses:
     Human Resources                                                     384
     Other Operating Expenses                                            110
                                                                      ------
          Total Expenses                                                 494
                                                                      ------
Pretax Income                                                            308
Income Tax Provision                                                      97
                                                                      ------
Net Income                                                            $  211
                                                                      ======

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Investment Income                                                $  603
     Management and Distribution Fees                                    482
     Other Revenues                                                      197
                                                                      ------
          Total Revenues                                               1,282
     Provision for Losses and Benefits:
          Annuities                                                      292
          Insurance                                                      125
          Investment Certificates                                         58
                                                                      ------
               Total                                                     475
                                                                      ------
          Net Revenues                                                   807
                                                                      ------

Expenses:
     Human Resources                                                     388
     Other Operating Expenses                                            110
                                                                      ------
          Total Expenses                                                 498
                                                                      ------
Pretax Income                                                            309
Income Tax Provision                                                      97
                                                                      ------
Net Income                                                            $  212
                                                                      ======
</TABLE>



<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Investment Income                                                $  613
     Management and Distribution Fees                                    418
     Other Revenues                                                      190
                                                                      ------
          Total Revenues                                               1,221
     Provision for Losses and Benefits:
          Annuities                                                      297
          Insurance                                                      117
          Investment Certificates                                         73
                                                                      ------
               Total                                                     487
                                                                      ------
          Net Revenues                                                   734
                                                                      ------

Expenses:
     Human Resources                                                     351
     Other Operating Expenses                                            112
                                                                      ------
          Total Expenses                                                 463
                                                                      ------
Pretax Income                                                            271
Income Tax Provision                                                      85
                                                                      ------
Net Income                                                            $  186
                                                                      ======
</TABLE>




(Preliminary)          American Express Financial Advisors
                       -----------------------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
(Dollars in millions, except where indicated)

                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>

Investments (billions)                                                $    30.6
Client Contract Reserves (billions)                                   $    30.5
Shareholder's Equity (billions)                                       $     4.1
Return on Average Equity*                                                  22.6%

Life Insurance in Force (billions)                                    $    82.9
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                                  $    46.9
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                                     28.2
               Other Owned Assets                                          37.4
                                                                      ---------
                    Total Owned Assets                                     65.6
          Managed Assets                                                   91.2
          Administered Assets                                              15.7
                                                                      ---------
               Total                                                  $   219.4
                                                                      =========
Market Appreciation (Depreciation) During
   the Period:
     Owned Assets:
          Separate Account Assets                                     $     912
          Other Owned Assets                                          $    (204)
     Total Managed Assets                                             $   2,889

Sales of Selected Products:
     Mutual Funds                                                     $   6,033
     Annuities                                                        $     579
     Investment Certificates                                          $     660
     Life and Other Insurance Products                                $      92

Number of Financial Advisors                                             10,372
Fees From Financial Plans (thousands)                                 $  21,252
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales                                  66.5%



<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   ------------
<S>                                                                   <C>
Investments (billions)                                                $    30.9
Client Contract Reserves (billions)                                   $    30.3
Shareholder's Equity (billions)                                       $     4.1
Return on Average Equity*                                                  22.5%

Life Insurance in Force (billions)                                    $    81.1
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                                  $    45.9
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                                     27.3
               Other Owned Assets                                          37.3
                                                                      ---------
                    Total Owned Assets                                     64.6
          Managed Assets                                                   87.9
          Administered Assets                                              14.0
                                                                      ---------
               Total                                                  $   212.4
                                                                      =========
Market Appreciation (Depreciation) During
   the Period:
     Owned Assets:
          Separate Account Assets                                     $   4,288
          Other Owned Assets                                          $    (243)
     Total Managed Assets                                             $  14,493

Sales of Selected Products:
     Mutual Funds                                                     $   4,936
     Annuities                                                        $     557
     Investment Certificates                                          $     575
     Life and Other Insurance Products                                $     100

Number of Financial Advisors                                             10,350
Fees From Financial Plans (thousands)                                 $  18,359
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales                                  66.8%
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>

Investments (billions)                                               $    30.8
Client Contract Reserves (billions)                                  $    30.2
Shareholder's Equity (billions)                                      $     4.1
Return on Average Equity*                                                 22.4%

Life Insurance in Force (billions)                                   $    79.2
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                                 $    40.5
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                                    23.0
               Other Owned Assets                                         37.0
                                                                     ---------
                    Total Owned Assets                                    60.0
          Managed Assets                                                  76.8
          Administered Assets                                             11.2
                                                                     ---------
               Total                                                 $   188.5
                                                                     =========
Market Appreciation (Depreciation) During
   the Period:
     Owned Assets:
          Separate Account Assets                                    $  (3,712)
          Other Owned Assets                                         $      91
     Total Managed Assets                                            $ (10,595)

Sales of Selected Products:
     Mutual Funds                                                    $   5,262
     Annuities                                                       $     648
     Investment Certificates                                         $     560
     Life and Other Insurance Products                               $     102

Number of Financial Advisors                                            10,060
Fees From Financial Plans (thousands)                                $  15,595
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales                                 65.4%


<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                  <C>
Investments (billions)                                               $    31.0
Client Contract Reserves (billions)                                  $    30.2
Shareholder's Equity (billions)                                      $     4.0
Return on Average Equity*                                                 22.3%

Life Insurance in Force (billions)                                   $    77.8
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                                 $    44.0
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                                    26.6
               Other Owned Assets                                         37.2
                                                                     ---------
                    Total Owned Assets                                    63.8
          Managed Assets                                                  83.0
          Administered Assets                                             11.2
                                                                     ---------
               Total                                                 $   202.0
                                                                     =========
Market Appreciation (Depreciation) During
   the Period:
     Owned Assets:
          Separate Account Assets                                    $     361
          Other Owned Assets                                         $      24
     Total Managed Assets                                            $   1,045

Sales of Selected Products:
     Mutual Funds                                                    $   5,474
     Annuities                                                       $     702
     Investment Certificates                                         $     383
     Life and Other Insurance Products                               $     104

Number of Financial Advisors                                             9,869
Fees From Financial Plans (thousands)                                $  20,891
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales                                 64.7%
</TABLE>


<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Investments (billions)                                                $    31.1
Client Contract Reserves (billions)                                   $    30.3
Shareholder's Equity (billions)                                       $     3.8
Return on Average Equity*                                                  22.1%

Life Insurance in Force (billions)                                    $    76.1
Assets Owned, Managed or
   Administered (billions):
     Assets managed for institutions                                  $    42.3
     Assets owned, managed or administered
        for individuals:
          Owned Assets:
               Separate Account Assets                                     26.0
               Other Owned Assets                                          37.0
                                                                      ---------
                    Total Owned Assets                                     63.0
          Managed Assets                                                   80.2
          Administered Assets                                               9.9
                                                                      ---------
               Total                                                  $   195.4
                                                                      =========
Market Appreciation (Depreciation) During
   the Period:
     Owned Assets:
          Separate Account Assets                                     $   2,610
          Other Owned Assets                                          $      18
     Total Managed Assets                                             $   8,844

Sales of Selected Products:
     Mutual Funds                                                     $   5,095
     Annuities                                                        $     651
     Investment Certificates                                          $     458
     Life and Other Insurance Products                                $      83

Number of Financial Advisors                                              9,838
Fees From Financial Plans (thousands)                                 $  17,521
Product Sales Generated from Financial
     Plans as a Percentage of Total Sales                                  65.1%
</TABLE>


*    Excluding the effect of SFAS No. 115.




(Preliminary)        American Express Bank/Travelers Cheque
                     --------------------------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)



<TABLE>
<CAPTION>
(Dollars in millions)

                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Net Revenues:
     Interest Income                              $ 193      $ 210       (8.0)%
     Interest Expense                               119        139      (13.9)
                                                  -----      -----
          Net Interest Income                        74         71        3.6
     TC Investment Income                            79         80       (1.0)
     Foreign Exchange Income                         18         48      (61.9)
     Commissions, Fees and Other Revenue             76         58       30.7
                                                  -----      -----
          Total Net Revenues                        247        257       (4.1)
                                                  -----      -----

Expenses:
     Human Resources                                 82         74       10.5
     Other Operating Expenses                       136        124        9.5
     Provision for Losses                            17        233      (92.8)
                                                  -----      -----
          Total Expenses                            235        431      (45.6)
                                                  -----      -----
Pretax Income/(Loss)                                 12       (174)        #
Income Tax Benefit                                  (29)       (91)     (68.6)
                                                  -----      -----
Net Income/(Loss)                                 $  41      $ (83)        #
                                                  =====      =====
</TABLE>

#    Denotes variance of more than 100%.




(Preliminary)        American Express Bank/Travelers Cheque
                     --------------------------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)



<TABLE>
<CAPTION>
(Dollars in billions, except where indicated)

                                                    Quarter Ended
                                                       March 31,
                                                  ------------------  Percentage
                                                    1999       1998   Inc/(Dec)
                                                  -------    -------  ----------
<S>                                               <C>        <C>        <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)             $1,148     $1,119       2.6%
Return on Average Common Equity *                   19.7%      12.5%       --
Return on Average Assets *                          0.90%      0.61%       --
American Express Bank:
     Total Loans                                  $  5.3     $  6.0     (12.2)
     Total Nonperforming Loans (millions)         $  209     $  149      39.9
     Other Nonperforming Assets (millions)        $   64     $  102     (37.6)
     Reserve for Credit Losses (millions)**       $  261     $  359     (27.1)
     Loan Loss Reserves as a % of Total Loans        4.1%       4.9%       --
     Deposits                                     $  7.9     $  8.3      (5.7)
     Assets Managed / Administered ***            $  6.3     $  5.1      22.3
     Assets of Non-Consolidated Joint
          Ventures                                $  2.6     $  2.6       1.9
     Risk-Based Capital Ratios:
          Tier 1                                     9.8%       9.0%       --
          Total                                     12.1%      12.2%       --
          Leverage Ratio                             5.4%       5.1%       --
Travelers Cheque:
     Sales                                        $  4.6     $  4.8      (4.2)
     Average Outstanding                          $  5.8     $  5.7       3.3
     Average Investments                          $  5.6     $  5.4       2.1
     Tax equivalent yield                            8.9%       9.2%       --
</TABLE>


*    Excludes the effect of SFAS No. 115 for all periods presented.

**   Allocation:

     Loans                                   $218     $294
     Other Assets, primarily derivatives       41       59
     Other Liabilities                          2        6
                                             ----     ----
     Total Credit Loss Reserves              $261     $359
                                             ====     ====

***  Includes assets managed by American Express Financial Advisors.




(Preliminary)        American Express Bank/Travelers Cheque
                     --------------------------------------
                               Statement of Income
                               -------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
(Dollars in millions)

                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Interest Income                                                  $ 193
     Interest Expense                                                   119
                                                                      -----
          Net Interest Income                                            74
     TC Investment Income                                                79
     Foreign Exchange Income                                             18
     Commissions, Fees and Other Revenue                                 76
                                                                      -----
          Total Net Revenues                                            247
                                                                      -----

Expenses:
     Human Resources                                                     82
     Other Operating Expenses                                           136
     Provision for Losses                                                17
                                                                      -----
          Total Expenses                                                235
                                                                      -----
Pretax Income/(Loss)                                                     12
Income Tax Benefit                                                      (29)
                                                                      -----
Net Income/(Loss)                                                     $  41
                                                                      =====

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Interest Income                                                  $ 210
     Interest Expense                                                   136
                                                                      -----
          Net Interest Income                                            74
     TC Investment Income                                                82
     Foreign Exchange Income                                             32
     Commissions, Fees and Other Revenue                                 51
                                                                      -----
          Total Net Revenues                                            239
                                                                      -----

Expenses:
     Human Resources                                                     86
     Other Operating Expenses                                           136
     Provision for Losses                                                15
                                                                      -----
          Total Expenses                                                237
                                                                      -----
Pretax Income/(Loss)                                                      2
Income Tax Benefit                                                      (34)
                                                                      -----
Net Income/(Loss)                                                     $  36
                                                                      =====
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Interest Income                                                  $ 217
     Interest Expense                                                   143
                                                                      -----
          Net Interest Income                                            74
     TC Investment Income                                                88
     Foreign Exchange Income                                             30
     Commissions, Fees and Other Revenue                                 63
                                                                      -----
          Total Net Revenues                                            255
                                                                      -----

Expenses:
     Human Resources                                                     83
     Other Operating Expenses                                           140
     Provision for Losses                                                12
                                                                      -----
          Total Expenses                                                235
                                                                      -----
Pretax Income/(Loss)                                                     20
Income Tax Benefit                                                      (23)
                                                                      -----
Net Income/(Loss)                                                     $  43
                                                                      =====

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Interest Income                                                  $ 218
     Interest Expense                                                   147
                                                                      -----
          Net Interest Income                                            71
     TC Investment Income                                                80
     Foreign Exchange Income                                             35
     Commissions, Fees and Other Revenue                                 65
                                                                      -----
          Total Net Revenues                                            251
                                                                      -----

Expenses:
     Human Resources                                                     79
     Other Operating Expenses                                           136
     Provision for Losses                                                13
                                                                      -----
          Total Expenses                                                228
                                                                      -----
Pretax Income/(Loss)                                                     23
Income Tax Benefit                                                      (24)
                                                                      -----
Net Income/(Loss)                                                     $  47
                                                                      =====
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Net Revenues:
     Interest Income                                                  $ 210
     Interest Expense                                                   139
                                                                      -----
          Net Interest Income                                            71
     TC Investment Income                                                80
     Foreign Exchange Income                                             48
     Commissions, Fees and Other Revenue                                 58
                                                                      -----
          Total Net Revenues                                            257
                                                                      -----

Expenses:
     Human Resources                                                     74
     Other Operating Expenses                                           124
     Provision for Losses                                               233
                                                                      -----
          Total Expenses                                                431
                                                                      -----
Pretax Income/(Loss)                                                   (174)
Income Tax Benefit                                                      (91)
                                                                      -----
Net Income/(Loss)                                                     $ (83)
                                                                      =====
</TABLE>





(Preliminary)        American Express Bank/Travelers Cheque
                     --------------------------------------
                        Selected Statistical Information
                        --------------------------------
                                   (Unaudited)


<TABLE>
<CAPTION>
(Dollars in billions, except where indicated)

                                                                   Quarter Ended
                                                                     March 31,
                                                                       1999
                                                                   -------------
<S>                                                                   <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                                 $   1,148
Return on Average Common Equity *                                          19.7%
Return on Average Assets *                                                 0.90%
American Express Bank:
     Total Loans                                                      $     5.3
     Total Nonperforming Loans (millions)                             $     209
     Other Nonperforming Assets (millions)                            $      64
     Reserve for Credit Losses (millions)**                           $     261
     Loan Loss Reserves as a % of Total Loans                               4.1%
     Deposits                                                         $     7.9
     Assets Managed / Administered ***                                $     6.3
     Assets of Non-Consolidated Joint
          Ventures                                                    $     2.6
     Risk-Based Capital Ratios:****
          Tier 1                                                            9.8%
          Total                                                            12.1%
          Leverage Ratio                                                    5.4%
Travelers Cheque:
     Sales                                                            $     4.6
     Average Outstanding                                              $     5.8
     Average Investments                                              $     5.6
     Tax equivalent yield                                                   8.9%

<CAPTION>
                                                                   Quarter Ended
                                                                   December 31,
                                                                       1998
                                                                   ------------
<S>                                                                   <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                                 $   1,197
Return on Average Common Equity *                                           4.9%
Return on Average Assets *                                                 0.23%
American Express Bank:
     Total Loans                                                      $     5.6
     Total Nonperforming Loans (millions)                             $     180
     Other Nonperforming Assets (millions)                            $      63
     Reserve for Credit Losses (millions)**                           $     259
     Loan Loss Reserves as a % of Total Loans                               3.8%
     Deposits                                                         $     8.3
     Assets Managed / Administered ***                                $     6.2
     Assets of Non-Consolidated Joint
          Ventures                                                    $     2.6
     Risk-Based Capital Ratios:****
          Tier 1                                                            9.8%
          Total                                                            12.6%
          Leverage Ratio                                                    5.5%
Travelers Cheque:
     Sales                                                            $     5.0
     Average Outstanding                                              $     5.9
     Average Investments                                              $     5.8
     Tax equivalent yield                                                   8.8%
</TABLE>





<TABLE>
<CAPTION>

                                                                   Quarter Ended
                                                                   September 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                                 $   1,210
Return on Average Common Equity *                                           8.1%
Return on Average Assets *                                                 0.39%
American Express Bank:
     Total Loans                                                      $     6.1
     Total Nonperforming Loans (millions)                             $     239
     Other Nonperforming Assets (millions)                            $      92
     Reserve for Credit Losses (millions)**                           $     348
     Loan Loss Reserves as a % of Total Loans                               4.6%
     Deposits                                                         $     8.7
     Assets Managed / Administered ***                                $     5.7
     Assets of Non-Consolidated Joint
          Ventures                                                    $     2.4
     Risk-Based Capital Ratios:****
          Tier 1                                                            9.4%
          Total                                                            12.2%
          Leverage Ratio                                                    5.6%
Travelers Cheque:
     Sales                                                            $     7.8
     Average Outstanding                                              $     6.4
     Average Investments                                              $     6.1
     Tax equivalent yield                                                   8.8%

<CAPTION>
                                                                   Quarter Ended
                                                                     June 30,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                                 $   1,135
Return on Average Common Equity *                                          10.4%
Return on Average Assets *                                                 0.50%
American Express Bank:
     Total Loans                                                      $     6.1
     Total Nonperforming Loans (millions)                             $     205
     Other Nonperforming Assets (millions)                            $      73
     Reserve for Credit Losses (millions)**                           $     350
     Loan Loss Reserves as a % of Total Loans                               4.3%
     Deposits                                                         $     8.1
     Assets Managed / Administered ***                                $     5.6
     Assets of Non-Consolidated Joint
          Ventures                                                    $     2.7
     Risk-Based Capital Ratios:****
          Tier 1                                                            9.2%
          Total                                                            12.2%
          Leverage Ratio                                                    5.6%
Travelers Cheque:
     Sales                                                            $     6.4
     Average Outstanding                                              $     6.0
     Average Investments                                              $     5.7
     Tax equivalent yield                                                   9.0%
</TABLE>




<TABLE>
<CAPTION>
                                                                   Quarter Ended
                                                                     March 31,
                                                                       1998
                                                                   -------------
<S>                                                                   <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                                 $   1,119
Return on Average Common Equity *                                          12.5%
Return on Average Assets *                                                 0.61%
American Express Bank:
     Total Loans                                                      $     6.0
     Total Nonperforming Loans (millions)                             $     149
     Other Nonperforming Assets (millions)                            $     102
     Reserve for Credit Losses (millions)**                           $     359
     Loan Loss Reserves as a % of Total Loans                               4.9%
     Deposits                                                         $     8.3
     Assets Managed / Administered ***                                $     5.1
     Assets of Non-Consolidated Joint
          Ventures                                                    $     2.6
     Risk-Based Capital Ratios:****
          Tier 1                                                            9.0%
          Total                                                            12.2%
          Leverage Ratio                                                    5.1%
Travelers Cheque:
     Sales                                                            $     4.8
     Average Outstanding                                              $     5.7
     Average Investments                                              $     5.4
     Tax equivalent yield                                                   9.2%
</TABLE>


*    Excludes the effect of SFAS No. 115 for all periods presented.

**   Allocation:

<TABLE>
<CAPTION>
                                            Quarter Ended
                                            -------------
                                   3/31  12/31   9/30   6/30   3/31
                                   1999   1998   1998   1998   1998
                                   ----  -----   ----   ----   ----
<S>                               <C>    <C>    <C>    <C>    <C>
     Loans                        $ 218  $ 214  $ 279  $ 265  $ 294
     Other Assets, primarily
        derivatives                  41     43     66     84     59
     Other Liabilities                2      2      3      1      6
                                  -----  -----  -----  -----  -----
     Total Credit Loss Reserves   $ 261  $ 259  $ 348  $ 350  $ 359
                                  =====  =====  =====  =====  =====
</TABLE>

***  Includes assets managed by American Express Financial Advisors.

**** March 31, 1998 amounts are proforma reflecting regulatory capital actions
     taken in April 1998.



                              American Express Bank
                              ---------------------
                         Exposures By Country and Region
                         -------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
($ in billions)
                                       Net
                                    Guarantees
                           FX and      and               3/31/99      12/31/98
                           Deriva-   Contin-              Total        Total
 Country           Loans    tives     gents     Other*   Exposure**   Exposure**
 -------           -----   -------  ----------  -----    --------     --------
<S>                <C>      <C>      <C>        <C>       <C>           <C>
Hong Kong          $ 0.8    $  --    $  --      $ 0.1     $ 1.0         $ 1.1
Indonesia            0.2       --       --        0.1       0.4           0.4
Singapore            0.3       --      0.1        0.1       0.5           0.6
Korea                0.1       --      0.1        0.2       0.4           0.3
Taiwan               0.3       --      0.1        0.1       0.6           0.5
China                 --       --       --         --        --            --
Japan                 --       --       --        0.1       0.1           0.1
Thailand              --       --       --         --        --            --
Other                0.1       --       --        0.1       0.1           0.1
                   -----    -----    -----      -----     -----         -----
 Total Asia/
   Pacific
   Region**          1.9      0.1      0.3        0.8       3.1           3.2
                   -----    -----    -----      -----     -----         -----

Chile                0.2       --       --        0.1       0.4           0.4
Brazil               0.3       --       --        0.1       0.4           0.4
Mexico               0.1       --       --         --       0.1           0.1
Peru                 0.1       --       --         --       0.1           0.1
Argentina            0.1       --       --         --       0.1           0.1
Other                0.1       --      0.1        0.2       0.4           0.4
                   -----    -----    -----      -----     -----         -----
 Total Latin
   America**         0.9       --      0.2        0.4       1.4           1.4
                   -----    -----    -----      -----     -----         -----

India                0.3       --       --        0.4       0.8           0.8
Pakistan             0.1       --       --        0.1       0.2           0.2
Other                0.1       --       --        0.1       0.2           0.2
                   -----    -----    -----      -----     -----         -----
 Total
   Subcontinent**    0.5       --      0.1        0.6       1.2           1.2
                   -----    -----    -----      -----     -----         -----

Egypt                0.5       --       --        0.2       0.6           0.7
Other                0.2       --      0.1         --       0.3           0.3
                   -----    -----    -----      -----     -----         -----
  Total Middle
    East &
    Africa**         0.7       --      0.1        0.2       0.9           1.0
                   -----    -----    -----      -----     -----         -----

  Total Europe***    1.0      0.1      1.1        2.0       4.3           4.4

  Total North
    America**        0.2      0.1      0.1        1.5       1.8           1.9
                   -----    -----    -----      -----     -----         -----

Total Worldwide**  $ 5.3    $ 0.3    $ 1.8      $ 5.5     $12.8         $13.2
                   =====    =====    =====      =====     =====         =====
</TABLE>

*    Includes cash, placements and securities.

**   Individual items may not add to totals due to rounding.

***  Total exposures at 3/31/99 and 12/31/98 includes $20 million of exposures
     to Russia.

Note: Includes cross-border and local exposure and does not net local funding or
      liabilities against any local exposure.





                       [LOGO OF AMERICAN EXPRESS COMPANY]

                                      1999
                                  FIRST 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") First
Quarter 1999 Earnings Release.

- --------------------------------------------------------------------------------
This summary contains certain forward-looking statements, each indicated by an
asterisk (*), which 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 32-34 of the
Company's 1998 10-K Annual Report on file with the Securities and Exchange
Commission.
- --------------------------------------------------------------------------------


<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                               FIRST QUARTER 1999
                               ------------------
                                   HIGHLIGHTS
                                   ----------

o    1Q `99 diluted EPS growth of 14%, excluding last year's significant items,
     the net revenue increase of 12% (10% on a gross revenue basis), and ROE of
     25% met or exceeded our financial targets.

     -    Last year's results exclude the $213MM ($138MM after-tax) provision
          for credit losses related to exposures in the Asia/Pacific region,
          principally in Indonesia, the gain of $46MM ($39MM after-tax) from a
          Lehman Brothers preferred stock dividend based on its earnings and the
          $60MM ($39MM after-tax) gain from sales of First Data Corporation
          (FDC) common shares.

          --   Including these three items diluted EPS rose by 29%.

o    Solid performance was recorded in a number of key areas. Compared with the
     first quarter of 1998:

     -    Worldwide billed business rose 8% despite the loss of $3.5B of annual
          charge volume associated with the U.S. government account, which was
          cancelled effective 11/30/98, continued weakness in certain
          international economies and general tightening by corporations of T&E
          expenditures;

     -    Worldwide lending balances of $18.3B were up 19%;

     -    Cards in force outside the U.S. grew 9%; and

     -    AEFA assets owned, managed and administered of $219B were 12% higher.

o    A number of new products and services were offered and agreements reached.

     -    Several card products were announced or introduced:

          --   The Corporate Purchasing Card in Puerto Rico;

          --   The American Express-BankBoston Personal, Gold and Credit Cards
               in Argentina;

          --   A co-branded credit card with Suncorp Metway in Australia;

          --   The Yucho Saison American Express Card, which Credit Saison is
               co-branding with the Ministry of Posts and Telecommunications, in
               Japan; and

          --   An affinity card with the World Wide Fund for Nature, the first
               of 25 signed affinity card agreements in Australia.

     -    We acquired the non-attest assets of two prominent Boston CPA firms.

     -    AEFA launched a new business in Japan.

     -    Small Business Services completed its acquisition of Rockford
          Industries, which finances and leases equipment.

     -    A marketing alliance was formed with IBM to provide small business
          customers automatic discounts of up to 10% on a broad range of IBM
          products.

     -    We acquired Golden Bear Travel Agency, a leading cruise oriented
          agency.

     -    AEFA announced a strategic relationship with Goldman Sachs that will
          include offering its mutual funds through our advisors.

     -    We signed agreements with three business-to-business e-commerce sites,
          MarketSite.net, Ariba, and Concur, to accept AXP Purchasing Cards.

     -    AEFA began to roll out to participants a 401(K) web site that provides
          online access to view account information and perform transactions.

o    Further progress was made in the first quarter in broadening relationships
     with existing AXP customers:

     -    Spending and lending balances per cardmember increased;

     -    Approximately 30% of new AEFA clients were from the cardmember base;
          and

     -    AEFA manufactured certificates sold by AEB to its international
          clients continued to grow well.


                                       1
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                                  CONSOLIDATED
                                  ------------
<TABLE>
<CAPTION>
(millions, except per share amounts)                                     Quarter Ended             Percentage
                                                                           March 31,               Inc/(Dec)
                                                                    ----------------------         ----------
                                                                     1999           1998
                                                                     ----           ----
<S>                                                                 <C>            <C>                <C>
Consolidated revenues:
- ----------------------
      Gross                                                         $ 4,971        $ 4,521              10%
                                                                    =======        =======
      Net                                                           $ 4,511        $ 4,034              12%
                                                                    =======        =======

Net income:
- -----------

       Before Significant Items                                     $   575        $   520              11%

       AEB provision for Asian credit losses                           --             (138)           --

       FDC gain                                                        --               39            --

       Lehman earnings dividend                                        --               39            --
                                                                    -------        -------

       Consolidated                                                 $   575        $   460              25%
                                                                    =======        =======


EPS:
- ----
       Basic   - Before Significant Items                           $  1.28        $  1.13              13%
                                                                    =======        =======
               - Consolidated                                       $  1.28        $  1.00              28%
                                                                    =======        =======

       Diluted - Before Significant Items                           $  1.26        $  1.11              14%
                                                                    =======        =======
               - Consolidated                                       $  1.26        $  0.98              29%
                                                                    =======        =======
</TABLE>

o    CONSOLIDATED REVENUES: Growth reflects the benefits of strong card
     spending, larger loan balances, higher managed assets, greater insurance
     premiums and acquisitions.

o    CONSOLIDATED EXPENSES: Increased due to higher human resource and operating
     expenses, reflecting acquisitions which increased revenues and expenses but
     did not have a material impact on earnings.

     -    In 1Q `99, due to a change in accounting rules, the Company was
          required to capitalize software costs (net of amortization) of $59MM,
          principally in TRS and AEFA, which would have been expensed under our
          previous policy. This reduction in cost was offset by higher
          investment spending and therefore had no effect on net income.

o    SHARE REPURCHASES: 99.6MM shares have been acquired since the inception of
     repurchase programs in September, 1994.

<TABLE>
<CAPTION>
                                                                       Millions of Shares
                                                               -----------------------------------
 -    Average shares:                                          1Q `99        4Q `98         1Q `98
      ---------------                                          -----         -----          ------
<S>                                                            <C>           <C>            <C>
      Basic                                                    447.7         448.7          460.7
                                                               =====         =====          =====
      Diluted                                                  456.2         456.0          469.5
                                                               =====         =====          =====

 -   Actual shares:
     --------------

      Shares outstanding - beginning of period                 450.5         452.3          466.4
      Repurchase of common shares                               (2.6)         (2.5)          (5.5)
      Rockford acquisition                                       0.5          --             --
      Employee benefit plans, compensation
        and other                                                1.6           0.7            1.0
                                                               -----         -----          -----
      Shares outstanding - end of period                       450.0         450.5          461.9
                                                               =====         =====          =====
</TABLE>


                               CORPORATE AND OTHER
                               -------------------

o    The 1Q `99 net expense was $43MM compared with $42MM of net income in 1Q
     `98.

     -   1Q `99 includes a $46MM ($39MM after-tax) Lehman Brothers preferred
         dividend based on its earnings which was offset by costs associated
         with Y2K related expenditures and various business building
         initiatives.

     -   1Q `98 also includes a $46MM ($39MM after-tax) Lehman Brothers
         preferred dividend and a $60MM ($39MM after-tax) gain on the sales of
         FDC common shares. Excluding these items, Corporate and Other had a net
         operating expense of $36MM in 1Q `98.


                                        2
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                             TRAVEL RELATED SERVICES
                             -----------------------

(preliminary)
                               STATEMENT OF INCOME
                               -------------------
                        (UNAUDITED, MANAGED ASSET BASIS)
<TABLE>
<CAPTION>
                                                             Quarter Ended                      Percentage
(millions)                                                     March 31,                        Inc/(Dec)
                                                       --------------------------              -----------
                                                        1999                1998
                                                        ----                ----
<S>                                                    <C>                 <C>                    <C>
Net revenues:
     Discount revenue                                  $1,514              $1,429                   6%
     Net card fees                                        403                 398                   1
     Travel commissions and fees                          426                 351                  22
     Other revenues                                       639                 511                  25
     Lending:
          Finance charge revenue                          652                 584                  12
          Interest expense                                200                 194                   3
                                                       ------              ------
               Net finance charge revenue                 452                 390                  16
                                                       ------              ------
          Total net revenues                            3,434               3,079                  12
                                                       ------              ------
Expenses:
     Marketing and promotion                              270                 244                  11
     Provision for losses and claims:
          Charge card                                     233                 273                 (15)
          Lending                                         282                 248                  14
          Other                                            14                  13                   7
                                                       ------              ------
               Total                                      529                 534                  (1)
                                                       ------              ------
     Charge card interest expense                         241                 248                  (2)
     Human resources                                      912                 787                  16
     Other operating expenses                             928                 784                  18
                                                       ------              ------
          Total expenses                                2,880               2,597                  11
                                                       ------              ------
Pretax income                                             554                 482                  15
Income tax provision                                      191                 167                  15
                                                       ------              ------
Net income                                             $  363              $  315                  15
                                                       ======              ======
</TABLE>


o    Revenues benefited from higher worldwide billed business, growth in
     cardmember loans outstanding and travel, Tax and Business Services (TBS)
     and ATM acquisitions.

o    The higher expenses reflect increased human resource and operating costs,
     primarily due to acquisitions, and larger marketing and promotion
     expenditures. Overall expense growth was mitigated by slightly lower
     provisions for credit losses and interest costs.

o    The pre-tax margin was 16.1% versus 15.7% last year.

o    The effective tax rate was 35% in 1Q `99 and 1Q `98 compared with 33% in 4Q
     `98.


                                       3
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                        TRAVEL RELATED SERVICES (Cont'd)
                        --------------------------------

o    DISCOUNT REVENUE: Higher billed business and a slightly lower discount rate
     resulted in a 6% increase in discount revenue.

     -    The average discount rate of 2.73% in 1Q `99 was down 1BP versus 1Q
          `98 but up 1BP from 4Q `98.

          --   Merchant pressure on discount rates is always present, but we
               believe the AXP value proposition is strong. However, changes in
               the mix of business (e.g., growing acceptance at supermarkets,
               discounters and colleges), the continued shift to electronic data
               capture, volume related pricing discounts, and selective
               repricing initiatives will probably result in some rate erosion
               over time.*

<TABLE>
<CAPTION>
                                                                    Quarter Ended                 Percentage
                                                                      March 31,                    Inc/(Dec)
                                                             ----------------------------         ----------
                                                               1999                1998
                                                               ----                ----
<S>                                                          <C>                 <C>                 <C>
Card billed business (billions):
     United States                                           $   41.6            $   38.5              8%
     Outside the United States                                   15.2                14.1              7
                                                             --------            --------
     Total                                                   $   56.8            $   52.6              8
                                                             ========            ========

Cards in force (millions):
     United States                                               27.9                29.5             (5)%
     Outside the United States                                   15.0                13.8              9
                                                             --------            --------
     Total                                                       42.9                43.3             (1)
                                                             ========            ========

Basic cards in force (millions):
     United States                                               21.8                23.3             (6)%
     Outside the United States                                   11.5                10.6              8
                                                             --------            --------
     Total                                                       33.3                33.9             (2)
                                                             ========            ========

Spending per basic card in force (dollars) (a):
     United States                                           $  1,915            $  1,653             16%
     Outside the United States                               $  1,472            $  1,468            --
     Total                                                   $  1,781            $  1,600             11
</TABLE>

     (a)  Proprietary card activity only.

     -    BILLED BUSINESS: Higher spending per basic cardmember worldwide (due
          in part to increased merchant coverage and the benefits of rewards
          programs) more than offset the effect of the loss of $3.5B of annual
          charge volume associated with the U.S. government account, cancelled
          effective 11/30/98, and resulted in an 8% increase in billed business.

          --   U.S. spending per basic card in force increased 16% reflecting
               strong growth in the consumer and small business areas and
               significantly higher corporate spending, principally due to the
               U.S. government account cancellation. Overall, corporate spending
               continued to be somewhat tempered by tighter policies regarding
               T&E expenditures.

          --   U.S. billed business grew 11% excluding the U.S. government
               account.

          --   Excluding foreign exchange translation:

               -    Total billed business outside the U.S. rose approximately 7%
                    on strong double digit growth in Canada, high single digit
                    improvement in the Asia/Pacific region, and a decline in
                    Latin America. As in the U.S., European growth was
                    negatively impacted by tighter corporate policies regarding
                    T&E expenditures.

               -    Spending per proprietary basic card in force outside the
                    U.S. was flat reflecting recent card launches and economic
                    weakness in a number of markets.

          --   Network partnership volumes sustained their strong growth trend.

          --   The retail category continues to contribute strongly to worldwide
               business growth.

          --   The average airline charge was flat; transaction volume decreased
               modestly.

     -    CARDS IN FORCE expansion outside the U.S. was strong at 9%, as
          proprietary card increases continued and a substantial number of new
          network cards were added over the past year. The decline in the U.S.
          reflects:

          --   The cancellation of 1.6MM U.S. government cards, effective
               11/30/98. Excluding this, U.S. cards in force and basic cards in
               force were flat;

          --   The cancellation during 1997 and 1998 of certain poorly
               performing credit card accounts in conjunction with profitability
               reviews; and

          --   Reduced U.S. consumer card acquisition activities in 1998 due to
               our shift in strategy to expand existing relationships.


                                       4
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                        TRAVEL RELATED SERVICES (Cont'd)
                        --------------------------------


o    NET CARD FEES: Were flat versus last year as growth in small business
     offset a decline in U.S. consumer charge cards in force. The average fee
     per card in force was $40 in 1Q `99 versus $38 in 1Q and 4Q '98, mostly due
     to the cancellation of the U.S. government cards.

o    TRAVEL COMMISSIONS AND FEES: Were up 22% on 25% growth in travel sales
     driven by recent acquisitions. The declining revenue earned per dollar of
     sales (8.0% in 1Q `99 versus 8.2% in 1Q `98) reflects continued efforts by
     airlines to reduce distribution costs and by corporate clients to contain
     travel and entertainment expenses.

o    OTHER REVENUES: Increased 25% principally reflecting higher lending
     assessments and fees and the TBS and ATM acquisitions.

o    NET FINANCE CHARGE REVENUE: Rose 16% on 19% growth in worldwide lending
     balances and lower net interest yields.

     -    The yield on the U.S. portfolio declined to 9.4% in 1Q `99 versus 9.6%
          in 1Q `98 and 9.5% in 4Q `98 as a higher proportion of the portfolio
          was on introductory-rates.

     -    The variance in the gross revenue and interest expense growth rates of
          12% and 3%, respectively, reflects the relative effect of three 25BP
          interest rate cuts subsequent to 1Q `98.

o    MARKETING AND PROMOTION EXPENSES: Increased 11% on greater acquisition
     activity levels both domestically and outside the U.S.

o    CHARGE CARD INTEREST EXPENSE: Declined 2% as higher billed business volumes
     versus last year were more than offset by a lower worldwide cost of funds.

o    HUMAN RESOURCE EXPENSES: Increased 16% versus last year as a result of a
     higher average number of employees, merit increases and greater contract
     programmer costs for technology related projects.

     -    The employee count at 3/99 of 70,700 was up approximately 9,600 versus
          last year and 1,000 versus 4Q `98 primarily due to the effect of
          travel and TBS acquisitions, and increased business volumes.

o    OTHER OPERATING EXPENSES: Higher costs related to business growth,
     cardmember loyalty programs, acquisitions, professional fees for the
     outsourcing of certain collection activities and consultant fees were
     partially offset by the benefits of ongoing cost containment efforts.


                                       5
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                        TRAVEL RELATED SERVICES (Cont'd)
                        --------------------------------

o    CREDIT QUALITY:
     --------------

     -    Charge card credit quality was stable; lending credit indicators
          improved in the quarter.

     -    The provision for losses for charge card products was 15% below last
          year as a lower provision rate, reflecting the continuation of
          historically good credit indicators, more than offset higher volumes.

     -    The lending provision for losses rose 14% versus 1Q `98 on 19% growth
          in outstanding loans and improved credit quality.

     -    Reserve coverage ratios at more than 100% of past due balances, were
          strong both absolutely and compared with key industry competitors.

     -    WORLDWIDE CHARGE CARD:

          --   Write-off rates improved versus 1Q `98 and were stable versus 4Q
               `98. Past due rates were down from last year but up versus 4Q `98
               reflecting the normal decline in receivable balances from the
               seasonally high 4Q level created by holiday spending.
<TABLE>
<CAPTION>
                                                              3/99     12/98      3/98
                                                             -----     -----      ----
<S>                                                          <C>       <C>        <C>
             Loss ratio, net of recoveries                   0.43%     0.42%      0.47%
             90 days past due as a % of receivables           3.0%      2.7%       3.4%

          --   Reserve coverage of past due accounts remained strong despite a
               decline in the reserve balance.

<CAPTION>
                                                              3/99     12/98      3/98
                                                             -----     -----      ----
<S>                                                          <C>       <C>        <C>
             Reserves (MM)                                   $876      $897       $967
             % of receivables                                 3.7%      3.7%       4.4%
             % of past due accounts                           126%      138%       131%

     -    U.S. LENDING:

          --   The write-off and past due rates improved.

<CAPTION>
                                                              3/99     12/98      3/98
                                                             -----     -----      ----
<S>                                                          <C>       <C>        <C>
             Write-off rate, net of recoveries                5.9%     6.2%        6.3%
             30 days past due as a % of loans                 3.1%     3.1%        3.6%

          --   Cardmember lending reserves were up versus both 1Q `98 and 4Q
               `98; coverage of past due accounts increased somewhat.

<CAPTION>
                                                              3/99     12/98      3/98
                                                             -----     -----      ----
<S>                                                          <C>       <C>        <C>
             Reserves (MM)                                   $623      $619       $591
             % of total loans                                 3.7%      3.7%       4.2%
             % of past due accounts                           121%      120%       117%
</TABLE>  


                                       6
<PAGE>


                                                                   7
                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                       AMERICAN EXPRESS FINANCIAL ADVISORS
                       -----------------------------------

(preliminary)                     STATEMENT OF INCOME
                                  -------------------
                                     (UNAUDITED)
(millions)
<TABLE>
<CAPTION>
                                                           Quarter Ended               Percentage
                                                              March 31,                  Inc/(Dec)
                                                    ---------------------------         ----------
                                                     1999                 1998
                                                     ----                 ----
<S>                                                 <C>                  <C>                <C>
Revenues:
     Investment income                              $  595               $  613             (3)%
     Management and distribution fees                  522                  418             25
     Other revenues                                    228                  190             20
                                                    ------               ------
          Total revenues                             1,345                1,221             10
     Provision for losses and benefits:
          Annuities                                    270                  297             (9)
          Insurance                                    126                  117              7
          Investment certificates                       64                   73            (13)
                                                    ------               ------
               Total                                   460                  487             (6)
                                                    ------               ------
          Total net revenues                           885                  734             21
                                                    ------               ------
Expenses:
     Human resources                                   416                  351             19
     Other operating expenses                          157                  112             41
                                                    ------               ------
          Total expenses                               573                  463             24
                                                    ------               ------
Pretax income                                          312                  271             15
Income tax provision                                    98                   85             15
                                                    ------               ------
Net income                                          $  214               $  186             15
                                                    ======               ======
</TABLE>


o    Net revenue growth of 21% resulted from:

     -    Increased management fees from larger managed asset levels;

     -    Greater distribution fees from mutual fund sales, asset levels and the
          acquisition of Securities America;

     -    Higher Other Revenues related to insurance premiums and financial
          planning fees; and

     -    Improved spreads on annuity, insurance and certificate products.

o    Margins declined due to the effect of investment spending on items such as
     the development of the future advisor platform infrastructure, the
     evolution of our online transaction and third party distribution
     capabilities, and expansion in Japan.

o    The effective tax rate was 31%, even with last quarter and last year.

o    ASSETS OWNED, MANAGED AND ADMINISTERED:
<TABLE>
<CAPTION>
                                                                                               Percentage
     (billions)                                                       March 31,                 Inc/(Dec)
                                                                --------------------           ----------
                                                                  1999         1998
                                                                  ----         ----
<S>                                                              <C>           <C>               <C>
     Assets owned (excluding separate accounts)                  $37.4         $37.0              1%
     Separate account assets                                      28.2          26.0              9
     Assets managed                                              138.1         122.5             13
     Assets administered                                          15.7           9.9             58
                                                                ------        ------
                    Total                                       $219.4        $195.4             12
                                                                ======        ======
</TABLE>

o    INVESTMENT INCOME:

     -    Gross investment income declined 3% on a lower average yield on
          invested assets and a reduced impact from the value of options hedging
          outstanding stock market certificates.

     -    Average invested assets of $31.0B were up 1% versus $30.7B in 1Q `98.

     -    The average yield was 7.6% versus 7.8% in 1Q `98.

     -    Insurance, annuity and certificate spreads were up versus last year
          and flat versus last quarter.


                                       7
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                  AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)
                  --------------------------------------------

o    ASSET QUALITY remains strong.

     -    Non-performing assets relative to invested assets were only 0.1% and
          were 221% covered by reserves.

     -    The SFAS 115 related mark-to-market appreciation on the portfolio
          (reported in assets pre-tax) was $178MM at 3/99 versus $510MM at 3/98
          and $382MM at 12/98.

     -    Unrealized appreciation on securities held to maturity was $448MM
          compared with $641MM at 3/98 and $750MM at 12/98.

o    MANAGEMENT AND DISTRIBUTION FEES: The increase of 25% was due to higher
     average assets under management, distribution fees from greater mutual fund
     sales and asset levels, service fees received from Securities America
     planners and higher brokerage fees from substantially increased retail
     trading activities.

     -  ASSETS MANAGED:
<TABLE>
<CAPTION>
                                                                         Percentage
       (billions)                                       March 31,         Inc/(Dec)
                                                   -------------------   ----------
                                                    1999         1998
                                                   ------       ------      
<S>                                                <C>          <C>          <C>
Assets managed for individuals                     $ 91.2       $ 80.2       14%
Assets managed for institutions                      46.9         42.3       11
Separate account assets                              28.2         26.0        9
                                                   ------       ------       --
               Total                               $166.3       $148.5       12
                                                   ======       ======       ==
</TABLE>

          --   The growth in managed assets since 1Q `98 resulted from $9.7B of
               market appreciation and $8.1B of net new money.

               -    During 1Q `99, market appreciation was $3.8B and $1.4B of
                    net new managed assets were added.

o    PRODUCT SALES:

     -    Total advisor cash sales from all products were strong, up 18% over 1Q
          `98.

     -   Mutual fund sales increased 18%, with high double digit growth in bond
         and money market fund sales, and high single digit growth in equity
         funds. All load categories (front-, rear- and no-load) showed double
         digit improvement.

          --   Redemption rates continued to be approximately 50% of the
               industry level.

               -    Annuity sales were down 11%, as variable annuity sales fell
                    modestly and fixed annuity sales continued to be depressed
                    by low interest rates; sales of insurance products increased
                    11%.

               -    Certificate sales increased 44% from last year reflecting
                    the rapid growth of certificates sold to clients outside the
                    U.S. through a joint venture between AEFA and AEB.

               -    Product sales generated through plans were 67% of total
                    sales in 1Q `99, versus 65% last year.

o    OTHER REVENUES: Were up 20% as a result of higher life insurance premiums
     and financial planning fees.

     -    Financial Planning fees of $21.3MM rose 21% versus 1Q `98.

o    PROVISIONS FOR LOSSES AND BENEFITS: Lower annuity product provisions
     resulted from both a smaller fixed annuity inforce level and a reduced
     accrual rate. Insurance provisions increased reflecting a larger inforce
     level and higher claims in the life insurance business lines. Certificate
     provisions decreased from a lower accrual rate and a reduced impact versus
     last year from appreciation in the S&P 500, which more than offset a higher
     inforce level.


                                       8
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                  AMERICAN EXPRESS FINANCIAL ADVISORS (Cont'd)
                  --------------------------------------------



o    HUMAN RESOURCES: Expenses were up 19% because of larger field force
     compensation-related expenses due to growth in sales and asset levels, as
     well as higher home office expenses reflecting the Securities America
     acquisition, growth in the client services organization and increased
     contract programmer costs for technology-related initiatives.

     -    Beginning in the first quarter of 1999, we have reported contract
          programmer costs, which AEFA traditionally included in "Other
          Operating Expenses", in "Human Resources Expense" for consistency with
          our other business unit reporting. Prior year amounts have been
          reclassified to reflect this change.


     -    BRANDED ADVISOR FORCE: 9,220 at 3/99; +487 advisors, or 6%, versus
          3/98, but down 25 advisors versus 12/98, consistent with typical first
          quarter seasonal trends.

          --   We continue to be optimistic about advisors in the pipeline as
               applicant activity remained strong.*

          --   The veteran advisor retention rates remain at record levels.

          --   Advisor productivity increased.

          --   The number of clients and accounts per client were up 6% and 2%,
               respectively, versus 1Q `98. Client retention continued in excess
               of 95%.


     -    TOTAL ADVISOR FORCE: 10,372 at 3/99; +534 advisors, or 5%, versus
          3/98, and up 22 advisors versus 12/98.

          --   Securities America advisors increased by 47 in the quarter as
               concerted recruitment efforts showed benefits.

o    OTHER OPERATING EXPENSES: The 41% increase reflects costs related to higher
     business volumes, the Securities America acquisition, the new advisor
     platforms, expansion into Japan, the evolution of our online transaction
     and third party distribution capabilities, and greater rent and equipment
     support costs for new advisors.


                                       9
<PAGE>



                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                     AMERICAN EXPRESS BANK/TRAVELERS CHEQUE
                     --------------------------------------

(preliminary)                  STATEMENT OF INCOME
                                   (unaudited)
<TABLE>
<CAPTION>
(millions)                                             Quarter Ended     Percentage
                                                         March 31,       Inc/(Dec)
                                                     ----------------    ----------

                                                     1999       1998
                                                     -----     ------
<S>                                                  <C>       <C>          <C>
Net revenues:
     Interest income                                 $ 193     $ 210        (8)%
     Interest expense                                  119       139       (14)
                                                     -----     -----
           Net interest income                          74        71         4

     TC investment income                               79        80        (1)

     Foreign exchange income                            18        48       (62)

     Commissions, fees and other revenues               76        58        31
                                                     -----     -----
          Total net revenues                           247       257        (4)
                                                     -----     -----
Expenses:
     Human resources                                    82        74        11

     Other operating expenses                          136       124        10
     Provision for losses                               17       233       (93)
                                                     -----     -----

          Total expenses                               235       431       (46)
                                                     -----     -----
Pretax income                                           12      (174)      N/A

Income tax benefit                                     (29)      (91)      (69)
                                                     -----     -----

Net income                                           $  41     $ (83)      N/A
                                                     =====     =====
</TABLE>


N/A - not applicable.

o    Revenues declined 4% as lower foreign exchange income more than offset
     higher commissions, fees and other revenues. AEB's two individual oriented
     businesses, Private Banking and Personal Financial Services ("PFS"), both
     continued to improve in the quarter as assets managed, deposits and loans
     all grew.

     -    Net interest income at AEB was up 4% versus last year as the effects
          of a lower loan portfolio and higher non-performing loans in Asia were
          more than offset by a reduction in funding costs.

     -    TC investment income decreased slightly due to lower yields on higher
          average investments.

     -    Foreign exchange income declined substantially as more stable currency
          markets significantly reduced spreads, particularly in the Far East,
          and client trading volumes declined.

     -    Commissions, fees and other revenues increased reflecting higher
          Private Banking fees and losses last year within Indonesian security
          positions.

o    Human resources expense rose 11% due to growth in PFS business activities
     and the addition of Private Banking relationship managers. Other operating
     expenses increased 10% as a result of higher advertising and promotion
     costs related to PFS activities and the launch of WorldExpress funds.

o    The provision for losses decreased due to the $213MM 1Q `98 provision
     related to exposures in the Asia/Pacific region, principally in Indonesia.

o    AEB remained "well capitalized".
<TABLE>
<CAPTION>
                           3/99        12/98       3/98   Well-Capitalized
                           -----       -----       ----   ----------------
<S>                        <C>         <C>         <C>         <C>
Tier 1                      9.8%        9.8%        9.0%        6.0%
Total                      12.1%       12.6%       12.2%       10.0%
Leverage Ratio              5.4%        5.5%        5.1%        5.0%
</TABLE>


                                       10
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                 AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (CONT'D)
                 -----------------------------------------------

o    EXPOSURES

     -    AEB's loans outstanding declined to $5.3B at 3/99 versus $5.6B at
          12/98 and $6.0B at 3/98. The reduction since 3/98 resulted from a
          $1.0B decrease in corporate and correspondent bank loans and a $320MM
          increase in consumer and private banking loans, largely in the
          Asia/Pacific region. Since 12/98, corporate and correspondent bank
          loans were $360MM lower and consumer and private banking loans were up
          $40MM despite the sale of approximately $30MM of Hong Kong consumer
          loans during the quarter.

     -    In addition to the loan portfolio, there are other banking activities,
          such as forward contracts, various contingencies and market
          placements, which added approximately $7.6B to the credit exposures at
          3/99 and 12/98 compared with $7.4B at 3/98.

<TABLE>
<CAPTION>
                                                                          3/31/99
                                                 --------------------------------------------------------------
                                                                            Net
                                                                         Guarantees                                12/31/98
                                                              FX and        and                       Total         Total
       Country                                   Loans     Derivatives   Contingents    Other(1)    Exposure(2)   Exposure(2)
       -------                                   -----     -----------   -----------    -----       --------      -----------

<S>                                              <C>          <C>          <C>          <C>          <C>           <C>
Hong Kong                                        $0.8          --            --         $0.1         $ 1.0         $ 1.1
Indonesia                                         0.2          --            --          0.1           0.4           0.4
Singapore                                         0.3          --          $0.1          0.1           0.5           0.6
Korea                                             0.1          --           0.1          0.2           0.4           0.3
Taiwan                                            0.3          --           0.1          0.1           0.6           0.5
China                                              --          --            --           --            --            --
Japan                                              --          --            --          0.1           0.1           0.1
Thailand                                           --          --            --           --            --            --
Other                                             0.1          --            --          0.1           0.1           0.1
                                                 ----        ----          ----         ----         -----         -----
  Total Asia/Pacific Region (2)                   1.9        $0.1           0.3          0.8           3.1           3.2
                                                 ----        ----          ----         ----         -----         -----
                                                                       
Chile                                             0.2          --            --          0.1           0.4           0.4
Brazil                                            0.3          --            --          0.1           0.4           0.4
Mexico                                            0.1          --            --           --           0.1           0.1
Peru                                              0.1          --            --           --           0.1           0.1
Argentina                                         0.1          --            --           --           0.1           0.1
Other                                             0.1          --           0.1          0.2           0.4           0.4
                                                 ----        ----          ----         ----         -----         -----
    Total Latin America (2)                       0.9          --           0.2          0.4           1.4           1.4
                                                 ----        ----          ----         ----         -----         -----
India                                             0.3          --            --          0.4           0.8           0.8
Pakistan                                          0.1          --            --          0.1           0.2           0.2
Other                                             0.1          --            --          0.1           0.2           0.2
                                                 ----        ----          ----         ----         -----         -----
    Total Sub Continent (2)                       0.5          --           0.1          0.6           1.2           1.2
                                                 ----        ----          ----         ----         -----         -----
                                                                       
Egypt                                             0.5          --            --          0.2           0.6           0.7
Other                                             0.2          --            --          0.1           0.3           0.3
                                                 ----        ----          ----         ----         -----         -----
    Total Middle East and Africa (2)              0.7          --           0.1          0.2           0.9           1.0
                                                                       
    Total Europe (3)                              1.0         0.1           1.1          2.0           4.3           4.4
                                                                       
    Total North America (2)                       0.2         0.1           0.1          1.5           1.8           1.9
                                                 ----        ----          ----         ----         -----         -----
Total Worldwide (2)                              $5.3        $0.3          $1.8         $5.5         $12.8         $13.2
                                                 ====        ====          ====         ====         =====         =====
</TABLE>                                                              

(1)  Includes cash, placements and securities.
(2)  Individual items may not add to totals due to rounding.
(3)  Includes $20MM of exposure to Russia at 3/99 and 12/98.

     Note: Includes cross-border and local exposure and does not net local
           funding or liabilities against any local exposure.


                                       11
<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                           FIRST QUARTER 1999 OVERVIEW
                           ---------------------------
                 AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (CONT'D)
                 -----------------------------------------------


o    Total non-performing loans for AEB rose to $209MM from $149MM at 3/98 and
     $180MM at 12/98. The increase versus last year and last quarter primarily
     reflects the expected deterioration in Indonesia. No material write-offs
     were recorded in 1Q `99.

o    Other non-performing assets at AEB of $64MM at 3/99, primarily foreign
     exchange and derivatives contracts, decreased from $102MM at 3/98 and were
     flat with last quarter. The decline versus last year reflects write-offs
     related to Indonesia in 4Q `98, as anticipated within the 1Q `98 provision.

o    AEB's total reserves at 3/99 were $261MM compared with $359MM at 3/98 and
     $259MM at 12/98 and are allocated as follows:
<TABLE>
<CAPTION>
     (millions)                                       3/99       12/98     3/98
                                                      ----       -----     -----
<S>                                                   <C>        <C>        <C>
Loans                                                 $218       $214       $294
Other Assets, primarily derivatives                     41         43         59
Other Liabilities                                        2          2          6
                                                      ----       ----       ----
     Total                                            $261       $259       $359
                                                      ====       ====       ====
</TABLE>


o    Management formally reviews the loan portfolio and evaluates credit risk
     throughout the year. This evaluation takes into consideration the financial
     condition of the borrowers, fair market value of collateral, status of
     delinquencies, historical loss experience, industry trends, and the impact
     of current economic conditions. As of March 31, 1999 management believes
     the loss reserve is appropriate.


                                       12


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