AMERICAN EXPRESS CO
8-K, 1999-10-26
FINANCE SERVICES
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<PAGE>

  ===========================================================================



                       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): October 25, 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 October 25, 1999, the Registrant issued a press release announcing its
third quarter earnings and distributed a 1999 Third 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
              third quarter earnings, dated October 25, 1999.

        99.2  1999 Third 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/ Daniel T. Henry
                                               ---------------------
                                            Name:  Daniel T. Henry
                                            Title: Senior Vice President
                                                   and Comptroller (Chief
                                                   Accounting Officer)



DATE:   October 26, 1999

<PAGE>

                        EXHIBIT INDEX


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

99.1          Press release of American Express Company announcing its 1999
              third quarter earnings, dated October 25, 1999.

99.2          1999 Third Quarter Earnings Supplement of American
              Express Company.





                                                               EXHIBIT 99.1


NEW YORK -- October 25, 1999 -- American Express Company today
reported record quarterly net income of $648 million, up from $574 million
in the same period a year ago. Diluted earnings per share rose 14 percent
to $1.42 compared with $1.25. Net revenues totaled $4.9 billion, up 12
percent from $4.3 billion. The Company's return on equity was 25.3 percent.

These results met American Express' long-term targets of 12-15 percent
earnings per share growth, at least 8 percent growth in revenues and a
return on equity of 18-20 percent.

The 1999 third-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 to expense them as they occur.  For the third quarter
of 1999, this amounted to a pre-tax benefit of $68 million (net of
amortization).  As previously announced, the benefit was offset by increased
investment spending and therefore had no material impact on net income.

TRAVEL RELATED SERVICES (TRS) reported record quarterly net income of $413
million, up 14 percent from $362 million in the third quarter a year ago.

TRS' net revenues increased 12 percent from the prior year, reflecting higher
billed business in the United States and internationally as well as strong
growth in Cardmember loans. The improvement in billed business resulted from
higher spending per Cardmember, which was based on several factors, including
the benefits of rewards programs and expanded merchant coverage.  This growth
came despite the Company's decision last year to withdraw from the U.S.
Government card business, which represented approximately $3.5 billion in
annualized spending and 1.6 million cards.  Excluding the loss of the Government
card business, total cards in force rose 2.3 million or 5 percent from a year
ago, with about 900,000 added in the third quarter.   Other revenues also
increased, resulting principally from a higher level of securitized receivables,
acquisitions and fee income.

The provision for losses on the charge card portfolio rose as a result of
higher volume, partly offset by a continued improvement in credit
quality. The provision for losses on the lending portfolio declined as a
result of securitizing a portion of the portfolio and lower loss rates,
which more than offset the impact of higher loan volumes. Human resources
expenses rose as a result of increased business volumes and acquisitions.
Other operating expenses increased due in part to the cost of Cardmember
loyalty programs, business growth and investment spending.

The securitization of credit card receivables produced a gain of $55 million
($36 million after-tax). This gain, and the previously mentioned benefit
from software capitalization, were offset by higher spending on marketing
and promotion related to card acquisition, Internet activities and other
business building initiatives. These items had no material impact on net
income or total expenses.

AMERICAN EXPRESS FINANCIAL ADVISORS (AEFA) reported record third quarter
net income of $240 million, up 14 percent from $211 million reported a year
ago.

Net revenues and earnings growth benefited from higher fee revenues due to an
increase in managed assets, reflecting positive net sales and market
appreciation over the past twelve months, as well as wider investment margins.
AEFA reported strong increases in sales of investment certificates, annuities
and life and other insurance products, as well as continued growth in sales of
mutual funds. Human resources expenses rose, largely because of compensation
costs associated with higher sales and asset levels.  Other operating expenses
rose primarily from costs related to higher business volumes and investments to
build the business.

AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (AEB/TC) reported quarterly net income
of $38 million compared with $43 million a year ago.  Travelers Cheque results
were in line with the prior year.

Net income declined as a result of lower foreign exchange trading revenues,
primarily in Asia, and higher operating expenses due to costs associated
with expanding the consumer business in new markets and realigning business
activities in certain countries.

CORPORATE AND OTHER reported net expenses of $43 million, compared with $42
million a year ago.

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



<PAGE>
<TABLE>
<CAPTION>
                          American Express Company
                          ------------------------
                             Financial Summary
                             -----------------
                                (Unaudited)


(Dollars in millions)
                                      Quarter Ended
                                       September 30,
                                      --------------    Percentage
                                      1999       1998   Inc/(Dec)
                                      ----       ----   --------
<S>                                 <C>        <C>         <C>
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services           $3,737     $3,339      11.9 %
  American Express Financial
    Advisors                           936        802      16.7
  American Express Bank/
    Travelers Cheque                   261        255       2.5
                                     -----      -----
                                     4,934      4,396      12.2
   Corporate and Other,
     including adjustments
      and eliminations                 (55)       (54)     (1.1)
                                     -----      -----

CONSOLIDATED NET REVENUES (A)       $4,879     $4,342      12.4
                                     =====      =====

Pretax Income by Segment
- ------------------------
  Travel Related Services             $632       $554      14.1
  American Express Financial
    Advisors                           350        308      14.0
  American Express Bank/
    Travelers Cheque                     4         20     (78.7)
                                       ---        ---
                                       986        882      11.9
  Corporate and Other                  (79)       (83)      2.8
                                       ---        ---

PRETAX INCOME                         $907       $799      13.4
                                       ===        ===

Net Income by Segment
- ---------------------
  Travel Related Services             $413       $362      14.1
  American Express Financial
    Advisors                           240        211      14.0
  American Express Bank/
    Travelers Cheque                    38         43     (13.0)
                                       ---        ---
                                       691        616      12.1
  Corporate and Other                  (43)       (42)     (0.6)
                                       ---        ---

NET INCOME                            $648       $574      13.0
                                       ===        ===



<CAPTION>
                                    Nine Months Ended
                                      September 30,
                                    -----------------   Percentage
                                      1999       1998   Inc/(Dec)
                                      ----       ----   --------
<S>                                <C>        <C>         <C>
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services          $10,836     $9,692      11.8 %
  American Express Financial
    Advisors                         2,738      2,343      16.8
  American Express Bank/
    Travelers Cheque                   767        764       0.4
                                    ------     ------
                                    14,341     12,799      12.0
   Corporate and Other,
     including adjustments
      and eliminations                (130)      (137)      5.1
                                    ------     ------

CONSOLIDATED NET REVENUES (A)      $14,211    $12,662      12.2
                                    ======     ======

Pretax Income by Segment
- ------------------------
  Travel Related Services           $1,814     $1,582      14.7
  American Express Financial
    Advisors                         1,015        888      14.3
  American Express Bank/
    Travelers Cheque                    22       (131)        -
                                     -----       ----
                                     2,851      2,339      21.9
 Corporate and Other                  (258)      (127)        #
                                     -----      -----

PRETAX INCOME                       $2,593     $2,212      17.2
                                     =====      =====

Net Income by Segment
- ---------------------
  Travel Related Services           $1,187     $1,038      14.4
  American Express Financial
    Advisors                           696        609      14.3
  American Express Bank/
    Travelers Cheque                   117          7         #
                                     -----      -----
                                     2,000      1,654      20.9
 Corporate and Other                  (131)       (43)        #
                                     -----      -----
NET INCOME                          $1,869     $1,611      16.0
                                     =====      =====

</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.

<TABLE>
<CAPTION>


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

                                       Quarter Ended
                                        September 30,
                                       -------------    Percentage
                                      1999       1998   Inc/(Dec)
                                      ----       ----   --------
<S>                                  <C>        <C>        <C>
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share          $1.45      $1.27      14.2 %
                                      ====       ====
  Average common shares
   outstanding (millions)            446.0      451.6      (1.2)
                                     =====      =====

Diluted
- -------
  Earnings Per Common Share          $1.42      $1.25      13.6
                                      ====       ====
  Average common shares
   outstanding (millions)            456.4      459.6      (0.7)
                                     =====      =====

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

<CAPTION>

                                     Nine Months Ended
                                       September 30,
                                     -----------------  Percentage
                                      1999       1998   Inc/(Dec)
                                      ----       ----   --------
<S>                                  <C>        <C>        <C>
EARNINGS PER SHARE

Basic
- -----

  Earnings Per Common Share          $4.18      $3.53      18.4 %
                                      ====       ====
  Average common shares
   outstanding (millions)            447.0      456.2      (2.0)
                                     =====      =====

Diluted
- -------
  Earnings Per Common Share          $4.09      $3.47      17.9
                                      ====       ====
  Average common shares
   outstanding (millions)            456.4      464.9      (1.8)
                                     =====      =====

Cash dividends declared per
 common share                       $0.675     $0.675         -
                                     =====      =====

<CAPTION>

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

                                       Quarter Ended
                                        September 30,
                                       -------------    Percentage
                                      1999       1998   Inc/(Dec)
                                      ----       ----   --------
<S>                                 <C>        <C>        <C>

Return on Average Equity*             25.3 %     23.9 %       -
Common Shares
  Outstanding (millions)             447.6      452.3      (1.0) %
Book Value per Common Share:
  Actual                            $21.77     $20.79       4.7  %
  Pro Forma*                        $22.41     $19.28      16.2  %
Shareholders' Equity (billions)       $9.7       $9.4       3.6  %


<CAPTION>

                                     Nine Months Ended
                                        September 30,
                                     -----------------  Percentage
                                      1999       1998   Inc/(Dec)
                                      ----       ----   --------
<S>                                  <C>        <C>       <C>

Return on Average Equity*             25.3 %     23.9 %       -
Common Shares
  Outstanding (millions)             447.6      452.3      (1.0)%
Book Value per Common Share:
  Actual                            $21.77     $20.79       4.7 %
  Pro Forma*                        $22.41     $19.28      16.2 %
Shareholders' Equity (billions)       $9.7       $9.4       3.6 %

</TABLE>

*  Excludes the effect of SFAS No. 115.
<TABLE>
<CAPTION>





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

(Dollars in millions)

                                                  Quarter Ended
                                                  September 30,
                                                      1999
                                                      ----
<S>                                                 <C>
Net Revenues by Segment (A)
- ---------------------------

  Travel Related Services                              $3,737
  American Express Financial Advisors                     936
  American Express Bank/Travelers Cheque                  261
                                                        -----
                                                        4,934
  Corporate and Other,
    including adjustments and eliminations                (55)
                                                        -----

CONSOLIDATED NET REVENUES (A)                          $4,879
                                                        =====

Pretax Income by Segment
- ------------------------
  Travel Related Services                                $632
  American Express Financial Advisors                     350
  American Express Bank/Travelers Cheque                    4
                                                          ---
                                                          986
  Corporate and Other                                     (79)
                                                          ---

PRETAX INCOME                                            $907
                                                          ===

Net Income by Segment
- ---------------------
  Travel Related Services                                $413
  American Express Financial Advisors                     240
  American Express Bank/Travelers Cheque                   38
                                                          ---
                                                          691
  Corporate and Other                                     (43)
                                                          ---

NET INCOME                                               $648
                                                          ===




                                                  Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----
Net Revenues by Segment (A)
- ---------------------------
  Travel Related Services                              $3,678
  American Express Financial Advisors                     916
  American Express Bank/Travelers Cheque                  259
                                                        -----
                                                        4,853
  Corporate and Other,
    including adjustments and eliminations                (33)
                                                        -----

CONSOLIDATED NET REVENUES (A)                          $4,820
                                                        =====

Pretax Income by Segment
- ------------------------
  Travel Related Services                                $628
  American Express Financial Advisors                     353
  American Express Bank/Travelers Cheque                    6
                                                          ---
                                                          987
  Corporate and Other                                     (92)
                                                          ---

PRETAX INCOME                                            $895
                                                          ===

Net Income by Segment
- ---------------------
  Travel Related Services                                $411
  American Express Financial Advisors                     242
  American Express Bank/Travelers Cheque                   38
                                                          ---
                                                          691
  Corporate and Other                                     (45)
                                                          ---

NET INCOME                                               $646
                                                          ===


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----
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
                                                          ===

                                                  Quarter Ended
                                                   December 31,
                                                       1998
                                                       ----
Net Revenues by Segment (A)
- ---------------------------
  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
                                                          ===

                                                  Quarter Ended
                                                  September 30,
                                                      1998
                                                      ----
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
                                                          ===

</TABLE>

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

<TABLE>
<CAPTION>

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


                                                  Quarter Ended
                                                  September 30,
                                                      1999
                                                      ----
<S>                                                  <C>
EARNINGS PER SHARE

Basic
- -----

  Earnings Per Common Share                             $1.45
                                                         ====
  Average common shares outstanding (millions)          446.0
                                                        =====

Diluted
- -------
  Earnings Per Common Share                             $1.42
                                                         ====
  Average common shares outstanding (millions)          456.4
                                                        =====

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



                                                  Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----
EARNINGS PER SHARE

Basic
- -----
  Earnings Per Common Share                             $1.44
                                                         ====
  Average common shares outstanding (millions)          447.4
                                                        =====

Diluted
- -------
  Earnings Per Common Share                             $1.41
                                                         ====
  Average common shares outstanding (millions)          457.1
                                                        =====

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


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----
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
                                                        =====

                                                  Quarter Ended
                                                   December 31,
                                                       1998
                                                       ----
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
                                                        =====

                                                  Quarter Ended
                                                  September 30,
                                                      1998
                                                      ----
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
                                                        =====
</TABLE>

<TABLE>
<CAPTION>


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

                                                  Quarter Ended
                                                  September 30,
                                                      1999
                                                      ----
<S>                                                  <C>

Return on Average Equity*                               25.3 %
Common Shares Outstanding (millions)                   447.6
Book Value per Common Share:
     Actual                                           $21.77
     Pro Forma*                                       $22.41
Shareholders' Equity (billions)                         $9.7


                                                  Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----

Return on Average Equity*                               25.3 %
Common Shares Outstanding (millions)                   449.0
Book Value per Common Share:
     Actual                                           $21.74
     Pro Forma*                                       $21.77
Shareholders' Equity (billions)                         $9.8


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----

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


                                                  Quarter Ended
                                                   December 31,
                                                       1998
                                                       ----

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



                                                  Quarter Ended
                                                  September 30,
                                                      1998
                                                      ----

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

</TABLE>


*   Excludes the effect of SFAS No. 115.


<TABLE>
<CAPTION>



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

(Dollars in millions)
                                      Quarter Ended
                                      September 30,
                                      -------------     Percentage
                                      1999      1998    Inc/(Dec)
                                      ----      ----    --------
<S>                                 <C>       <C>          <C>
Net Revenues:

  Discount Revenue                  $1,700    $1,522       11.7 %
  Net Card Fees                        395       393        0.4
  Travel Commissions and Fees          448       441        1.4
  Other Revenues                       846       645       31.2
  Lending:
    Finance Charge Revenue             513       502        2.3
    Interest Expense                   165       164        0.9
                                     -----     -----
      Net Finance Charge Revenue       348       338        3.1
                                     -----     -----
    Total Net Revenues               3,737     3,339       11.9
                                     -----     -----
Expenses:
  Marketing and Promotion              373       310       20.1
  Provision for Losses and Claims:
    Charge Card                        222       148       50.2
    Lending                            187       224      (16.6)
    Other                               10        17      (40.5)
                                     -----     -----
      Total                            419       389        7.7
                                     -----     -----
  Charge Card Interest Expense         208       199        4.4
  Net Discount Expense                 105       170      (38.7)
  Human Resources                      968       924        4.7
  Other Operating Expenses           1,032       793       30.5
                                     -----     -----
    Total Expenses                   3,105     2,785       11.5
                                     -----     -----
Pretax Income                          632       554       14.1
Income Tax Provision                   219       192       14.1
                                     -----     -----
Net Income                            $413      $362       14.1
                                     =====     =====

</TABLE>

<TABLE>
<CAPTION>


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

                                      Quarter Ended
(Dollars in millions)                  September 30,
                                      -------------     Percentage
                                      1999      1998    Inc/(Dec)
                                      ----      ----    --------
<S>                                <C>       <C>           <C>
Net Revenues:

  Discount Revenue                 $ 1,700   $ 1,522       11.7 %
  Net Card Fees                        399       395        1.1
  Travel Commissions and Fees          448       441        1.4
  Other Revenues                       730       562       29.9
  Lending:
    Finance Charge Revenue             747       636       17.4
    Interest Expense                   246       209       17.3
                                     -----     -----
      Net Finance Charge Revenue       501       427       17.5
                                     -----     -----
    Total Net Revenues               3,778     3,347       12.9
                                     -----     -----
Expenses:
  Marketing and Promotion              340       310        9.4
  Provision for Losses and Claims:
    Charge Card                        247       224       10.5
    Lending                            312       263       18.5
    Other                               10        17      (40.5)
                                     -----     -----
      Total                            569       504       13.0
                                     -----     -----
  Charge Card Interest Expense         259       262       (1.3)
  Human Resources                      968       924        4.7
  Other Operating Expenses           1,010       793       27.7
                                     -----     -----
    Total Expenses                   3,146     2,793       12.7
                                     -----     -----
Pretax Income                          632       554       14.1
Income Tax Provision                   219       192       14.1
                                     -----     -----
Net Income                            $413      $362       14.1
                                     =====     =====

</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.
Under Statement of Financial Accounting Standards No. 125
(SFAS No. 125), which prescribes the accounting for securitized
receivables, TRS recognized a pretax gain of $55 million ($36
million after-tax) in the third quarter of 1999 related to the
securitization of U.S. receivables. This gain was invested in
additional Marketing and Promotion expenses and other business
building initiatives and had no material impact on Net Income or
Total Expenses in the third quarter of 1999. For purposes of
this presentation such gain and a corresponding increase in
Marketing and Promotion and Other Operating Expenses have been
eliminated in the third quarter of 1999.


<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)




                                        Quarter Ended
                                        September 30,
                                        -------------   Percentage
                                        1999     1998   Inc/(Dec)
                                        ----     ----   --------
<S>                                     <C>      <C>       <C>
Total Cards in Force (millions):

  United States                         29.2     29.5      (1.0) %
  Outside the United States             15.6     14.6       6.9
                                        ----     ----
    Total                               44.8     44.1       1.6
                                        ====     ====
Basic Cards in Force (millions):
  United States                         22.9     23.3      (1.6)
  Outside the United States             12.0     11.3       5.7
                                        ----     ----
    Total                               34.9     34.6       0.8
                                        ====     ====
Card Billed Business:
  United States                        $47.1    $41.5      13.5
  Outside the United States             17.0     15.2      11.7
                                        ----     ----
    Total                              $64.1    $56.7      13.0
                                        ====     ====

Average Discount Rate*                 2.73%    2.72%         -
Average Basic Cardmember
  Spending (dollars)*                 $1,935   $1,704      13.6
Average Fee per Card (dollars)*          $38      $37       2.7

Travel Sales                            $5.5     $5.1       7.0
Travel Commissions and Fees/Sales**     8.1%     8.6%         -

Total Debt                             $30.8    $26.9      14.5
Shareholder's Equity                    $5.4     $5.2       5.4
Return on Average Equity***            29.3%    27.1%         -
Return on Average Assets***             3.3%     3.3%         -
</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.
** the effect of SFAS No. 115.

<TABLE>
<CAPTION>




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

(Amounts in billions, except percentages and where indicated)

                                        Quarter Ended
                                        September 30,
                                        -------------   Percentage
                                       1999       1998  Inc/(Dec)
                                       ----       ----  --------
<S>                                    <C>        <C>       <C>
Owned and Managed Charge Card
  Receivables:

  Total Receivables                    $25.3      $23.3     8.8 %
  90 Days Past Due as a % of Total      2.5%       2.7%       -
  Loss Reserves (millions)              $907       $961    (5.6)
    % of Receivables                    3.6%       4.1%       -
    % of 90 Days Past Due               144%       151%       -
  Net Loss Ratio                       0.41%      0.48%       -

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                          $20.6      $15.4    33.8
  Past Due Loans as a % of Total:
    30-89 Days                          2.0%       2.2%       -
    90+ Days                            0.8%       1.0%       -
  Loss Reserves (millions):
    Beginning Balance                   $602       $577     4.3
    Provision                            264        236    11.9
    Net Charge-Offs/Other               (230)      (234)   (1.8)
                                         ---        ---
      Ending Balance                    $636       $579     9.9
                                         ===        ===
    % of Loans                          3.1%       3.8%       -
    % of Past Due                       111%       118%       -
  Average Loans                        $19.8      $15.2    30.0
  Net Write-Off Rate                    4.7%       6.4%       -
  Net Interest Yield                    8.5%       9.6%       -
</TABLE>
<TABLE>
<CAPTION>


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

(Dollars in millions)

                                              Quarter Ended
                                              September 30,
                                                  1999
                                                  ----
<S>                                              <C>
Net Revenues:

  Discount Revenue                               $1,700
  Net Card Fees                                     395
  Travel Commissions and Fees                       448
  Other Revenues                                    846
  Lending:
    Finance Charge Revenue                          513
    Interest Expense                                165
                                                  -----
      Net Finance Charge Revenue                    348
                                                  -----
    Total Net Revenues                            3,737
                                                  -----
Expenses:
  Marketing and Promotion                           373
  Provision for Losses and Claims:
    Charge Card                                     222
    Lending                                         187
    Other                                            10
                                                  -----
      Total                                         419
                                                  -----
  Charge Card Interest Expense                      208
  Net Discount Expense                              105
  Human Resources                                   968
  Other Operating Expenses                        1,032
                                                  -----
    Total Expenses                                3,105
                                                  -----
Pretax Income                                       632
Income Tax Provision                                219
                                                  -----
Net Income                                         $413
                                                  =====



                                              Quarter Ended
                                                 June 30,
                                                   1999
                                                   ----
Net Revenues:
  Discount Revenue                               $1,662
  Net Card Fees                                     393
  Travel Commissions and Fees                       469
  Other Revenues                                    845
  Lending:
    Finance Charge Revenue                          465
    Interest Expense                                156
                                                  -----
      Net Finance Charge Revenue                    309
                                                  -----
    Total Net Revenues                            3,678
                                                  -----
Expenses:
  Marketing and Promotion                           325
  Provision for Losses and Claims:
    Charge Card                                     249
    Lending                                         137
    Other                                            14
                                                  -----
      Total                                         400
                                                  -----
  Charge Card Interest Expense                      198
  Net Discount Expense                              131
  Human Resources                                   968
  Other Operating Expenses                        1,028
                                                  -----
    Total Expenses                                3,050
                                                  -----
Pretax Income                                       628
Income Tax Provision                                217
                                                  -----
Net Income                                         $411
                                                  =====

                                              Quarter Ended
                                                 March 31,
                                                   1999
                                                   ----
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
                                                  =====


                                              Quarter Ended
                                               December 31,
                                                   1998
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
                                                   =====



                                              Quarter Ended
                                              September 30,
                                                   1998
                                                   ----
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
                                                   =====

</TABLE>
<TABLE>
<CAPTION>



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

(Dollars in millions)

                                              Quarter Ended
                                              September 30,
                                                   1999
                                                   ----
<S>                                               <C>
Net Revenues:

  Discount Revenue                                $1,700
  Net Card Fees                                      399
  Travel Commissions and Fees                        448
  Other Revenues                                     730
  Lending:
    Finance Charge Revenue                           747
    Interest Expense                                 246
                                                   -----
      Net Finance Charge Revenue                     501
                                                   -----
    Total Net Revenues                             3,778
                                                   -----
Expenses:
  Marketing and Promotion                            340
  Provision for Losses and Claims:
    Charge Card                                      247
    Lending                                          312
    Other                                             10
                                                   -----
      Total                                          569
                                                   -----
  Charge Card Interest Expense                       259
  Human Resources                                    968
  Other Operating Expenses                         1,010
                                                   -----
    Total Expenses                                 3,146
                                                   -----
Pretax Income                                        632
Income Tax Provision                                 219
                                                   -----
Net Income                                          $413
                                                   =====

                                              Quarter Ended
                                                 June 30,
                                                   1999
                                                   ----
Net Revenues:
  Discount Revenue                                $1,662
  Net Card Fees                                      393
  Travel Commissions and Fees                        469
  Other Revenues                                     669
  Lending:
    Finance Charge Revenue                           684
    Interest Expense                                 208
                                                   -----
      Net Finance Charge Revenue                     476
                                                   -----
    Total Net Revenues                             3,669
                                                   -----
Expenses:
  Marketing and Promotion                            267
  Provision for Losses and Claims:
    Charge Card                                      288
    Lending                                          260
    Other                                             14
                                                   -----
      Total                                          562
                                                   -----
  Charge Card Interest Expense                       257
  Human Resources                                    968
  Other Operating Expenses                           987
                                                   -----
    Total Expenses                                 3,041
                                                   -----
Pretax Income                                        628
Income Tax Provision                                 217
                                                   -----
Net Income                                          $411
                                                   =====

                                              Quarter Ended
                                                 March 31,
                                                   1999
                                                   ----
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
                                                   =====



                                              Quarter Ended
                                               December 31,
                                                   1998
                                                   ----
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
                                                   =====


                                              Quarter Ended
                                               September 30,
                                                   1998
                                                   ----
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
                                                   =====

</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 pretax gains of $55 million
($36 million after-tax) and $99 million ($64 million after-tax)
in the third and second quarter of 1999, respectively, related
to the securitization of U.S. receivables.  These gains were
invested in additional Marketing and Promotion expenses and
other business building initiatives and had no material impact
on Net Income or Total Expenses in either quarter.  For purposes
of this presentation such gains and corresponding increases in
Marketing and Promotion and Other Operating Expenses have been
eliminated in each quarter.


<TABLE>
<CAPTION>

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

(Amounts in billions, except percentages and where indicated)

                                                Quarter Ended
                                                September 30,
                                                     1999
                                                     ----
<S>                                                <C>
Total Cards in Force (millions):

  United States                                       29.2
  Outside the United States                           15.6
                                                      ----
    Total                                             44.8
                                                      ====
Basic Cards in Force (millions):
  United States                                       22.9
  Outside the United States                           12.0
                                                      ----
    Total                                             34.9
                                                      ====
Card Billed Business:
  United States                                      $47.1
  Outside the United States                           17.0
                                                      ----
    Total                                            $64.1
                                                      ====

Average Discount Rate*                               2.73%
Average Basic Cardmember
  Spending (dollars)*                               $1,935
Average Fee per Card (dollars)*                        $38

Travel Sales                                          $5.5
Travel Commissions and Fees/Sales**                   8.1%

Total Debt                                           $30.8
Shareholder's Equity                                  $5.4
Return on Average Equity***                          29.3%
Return on Average Assets***                           3.3%

                                                Quarter Ended
                                                   June 30,
                                                     1999
                                                     ----
Total Cards in Force (millions):
  United States                                       28.7
  Outside the United States                           15.2
                                                      ----
    Total                                             43.9
                                                      ====
Basic Cards in Force (millions):
  United States                                       22.5
  Outside the United States                           11.7
                                                      ----
    Total                                             34.2
                                                      ====


Card Billed Business:
  United States                                      $46.0
  Outside the United States                           16.4
                                                      ----
    Total                                            $62.4
                                                      ====

Average Discount Rate*                               2.73%
Average Basic Cardmember
  Spending (dollars)*                               $1,933
Average Fee per Card (dollars)*                        $38

Travel Sales                                          $6.0
Travel Commissions and Fees/Sales**                   7.8%

Total Debt                                           $30.6
Shareholder's Equity                                  $5.3
Return on Average Equity***                          28.8%
Return on Average Assets***                           3.3%

                                                Quarter Ended
                                                   March 31,
                                                     1999
                                                     ----
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%



                                                Quarter Ended
                                                 December 31,
                                                     1998
                                                     ----
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%

                                                Quarter Ended
                                                September 30,
                                                    1998
                                                    ----
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%

</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.
<TABLE>
<CAPTION>


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


(Amounts in billions, except percentages and where indicated)

                                              Quarter Ended
                                              September 30,
                                                  1999
                                                  ----
<S>                                               <C>
Owned and Managed Charge Card
  Receivables:
  Total Receivables                               $25.3
  90 Days Past Due as a % of Total                 2.5%
  Loss Reserves (millions)                         $907
    % of Receivables                               3.6%
    % of 90 Days Past Due                          144%
  Net Loss Ratio                                  0.41%

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                                     $20.6
  Past Due Loans as a % of Total:
    30-89 Days                                     2.0%
    90+ Days                                       0.8%
  Loss Reserves (millions):
    Beginning Balance                              $602
    Provision                                       264
    Net Charge-Offs/Other                          (230)
                                                    ---
      Ending Balance                               $636
                                                    ===
    % of Loans                                     3.1%
    % of Past Due                                  111%
  Average Loans                                   $19.8
  Net Write-Off Rate                               4.7%
  Net Interest Yield                               8.5%


                                              Quarter Ended
                                                 June 30,
                                                   1999
                                                   ----
Owned and Managed Charge Card
  Receivables:
  Total Receivables                               $24.6
  90 Days Past Due as a % of Total                 2.6%
  Loss Reserves (millions)                         $932
    % of Receivables                               3.8%
    % of 90 Days Past Due                          148%
  Net Loss Ratio                                  0.39%

Owned and Managed U.S. Cardmember
  Lending:
  Total Loans                                     $18.3
  Past Due Loans as a % of Total:
    30-89 Days                                     1.8%
    90+ Days                                       0.9%
  Loss Reserves (millions):
    Beginning Balance                              $623
    Provision                                       209
    Net Charge-Offs/Other                          (230)
                                                    ---
      Ending Balance                               $602
                                                    ===
    % of Loans                                     3.3%
    % of Past Due                                  124%
  Average Loans                                   $17.4
  Net Write-Off Rate                               5.3%
  Net Interest Yield                               9.3%


                                                 March 31,
                                                   1999
                                                   ----
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%

                                              Quarter Ended
                                               December 31,
                                                  1998
                                                  ----
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%

                                              Quarter Ended
                                              September 30,
                                                  1998
                                                  ----
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%
</TABLE>

<TABLE>
<CAPTION>

(Preliminary)     American Express Financial Advisors
                  -----------------------------------
                          Statement of Income
                          -------------------
                              (Unaudited)
(Dollars in millions)
                                       Quarter Ended
                                       September 30,
                                       -------------    Percentage
                                       1999     1998    Inc/(Dec)
                                       ----     ----    --------
<S>                                    <C>      <C>      <C>
Net Revenues:

  Investment Income                    $566     $573     (1.3) %
  Management and Distribution Fees      578      476     21.6
  Other Revenues                        224      198     13.2
                                      -----    -----
    Total Revenues                    1,368    1,247      9.7
  Provision for Losses and Benefits:
    Annuities                           251      280    (10.0)
    Insurance                           135      122     10.1
    Investment Certificates              46       43      6.0
                                      -----    -----
      Total                             432      445     (2.9)
                                      -----    -----
    Net Revenues                        936      802     16.7
                                      -----    -----

Expenses:
  Human Resources                       456      384     18.5
  Other Operating Expenses              130      110     18.3
                                      -----    -----
    Total Expenses                      586      494     18.5
                                      -----    -----
Pretax Income                           350      308     14.0
Income Tax Provision                    110       97     14.0
                                      -----    -----
Net Income                             $240     $211     14.0
                                      =====    =====
</TABLE>
<TABLE>
<CAPTION>



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

(Dollars in millions, except where indicated)

                                         Quarter Ended
                                          September 30,
                                         -------------   Percentage
                                         1999     1998   Inc/(Dec)
                                         ----     ----   --------

<S>                                   <C>       <C>      <C>
Investments (billions)                  $30.7     $30.8   (0.2) %
Client Contract Reserves (billions)     $31.0     $30.2    2.7
Shareholder's Equity (billions)          $3.9      $4.1   (5.7)
Return on Average Equity*               22.8%     22.4%      -

Life Insurance in Force (billions)      $86.3    $79.2     8.9
Assets Owned, Managed or
 Administered (billions):
   Assets Managed for Institutions      $48.3    $40.5    19.2
   Assets Owned, Managed or
     Administered for Individuals:
     Owned Assets:
       Separate Account Assets           28.9     23.0    25.5
       Other Owned Assets                38.1     37.0     3.2
                                        -----    -----
         Total Owned Assets              67.0     60.0    11.7
     Managed Assets                      92.9     76.8    20.9
     Administered Assets                 19.3     11.2    72.0
                                        -----    -----
       Total                           $227.5   $188.5    20.7
                                        =====    =====
Market Appreciation (Depreciation)
 During the Period:
 Owned Assets:
   Separate Account Assets              $(986)  $(3,712) (73.4)
   Other Owned Assets                   $(273)      $91      -
     Total Managed Assets             $(5,226) $(10,595) (50.7)

Sales of Selected Products:
 Mutual Funds                          $5,709    $5,262    8.5
 Annuities                               $951      $648   46.6
 Investment Certificates                 $926      $560   65.6
 Life and Other Insurance Products       $134      $102   32.1

Number of Financial Advisors           10,631    10,060    5.7
Fees From Financial Plans and Advice
  Services                              $22.3     $15.6   43.2
Percentage of Total Sales from
  Financial Plans and Advice Services   67.7%     65.4%    3.5

*  Excluding the effect of SFAS No. 115.

</TABLE>
<TABLE>
<CAPTION>



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

                                                Quarter Ended
                                                September 30,
                                                    1999
                                                    ----
<S>                                               <C>
Net Revenues:

  Investment Income                                   $566
  Management and Distribution Fees                     578
  Other Revenues                                       224
                                                     -----
    Total Revenues                                   1,368
  Provision for Losses and Benefits:
    Annuities                                          251
    Insurance                                          135
    Investment Certificates                             46
                                                     -----
      Total                                            432
                                                     -----
    Net Revenues                                       936
                                                     -----

Expenses:
  Human Resources                                      456
  Other Operating Expenses                             130
                                                     -----
    Total Expenses                                     586
                                                     -----
Pretax Income                                          350
Income Tax Provision                                   110
                                                     -----
Net Income                                            $240
                                                     =====


                                               Quarter Ended
                                                  June 30,
                                                    1999
                                                    ----
Net Revenues:
  Investment Income                                   $615
  Management and Distribution Fees                     553
  Other Revenues                                       226
                                                     -----
    Total Revenues                                   1,394
  Provision for Losses and Benefits:
    Annuities                                          273
    Insurance                                          132
    Investment Certificates                             73
                                                     -----
      Total                                            478
                                                     -----
    Net Revenues                                       916
                                                     -----



Expenses:
  Human Resources                                      430
  Other Operating Expenses                             133
                                                     -----
    Total Expenses                                     563
                                                     -----
Pretax Income                                          353
Income Tax Provision                                   111
                                                     -----
Net Income                                            $242
                                                     =====


                                               Quarter Ended
                                                  March 31,
                                                    1999
                                                    ----
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
                                                     =====




                                               Quarter Ended
                                                December 31,
                                                   1998
                                                   ----
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
                                                     =====

                                               Quarter Ended
                                               September 30,
                                                   1998
                                                   ----
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
                                                     =====
</TABLE>
<TABLE>
<CAPTION>


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

(Dollars in millions, except where indicated)


                                                  Quarter Ended
                                                  September 30,
                                                      1999
                                                      ----

<S>                                                <C>
Investments (billions)                                $30.7
Client Contract Reserves (billions)                   $31.0
Shareholder's Equity (billions)                        $3.9
Return on Average Equity*                             22.8%

Life Insurance in Force (billions)                    $86.3
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                   $48.3
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                        28.9
        Other Owned Assets                             38.1
                                                      -----
          Total Owned Assets                           67.0
      Managed Assets                                   92.9
      Administered Assets                              19.3
                                                      -----
        Total                                        $227.5
                                                      =====
Market Appreciation (Depreciation)
  During the Period:
  Owned Assets:
    Separate Account Assets                           $(986)
    Other Owned Assets                                $(273)
      Total Managed Assets                          $(5,226)

Sales of Selected Products:
  Mutual Funds                                       $5,709
  Annuities                                            $951
  Investment Certificates                              $926
  Life and Other Insurance Products                    $134

Number of Financial Advisors                         10,631
Fees From Financial Plans and Advice Services         $22.3
Percentage of Total Sales from Financial
  Plans and Advice Services                           67.7%



                                                  Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----

Investments (billions)                                $30.7
Client Contract Reserves (billions)                   $30.8
Shareholder's Equity (billions)                        $4.0
Return on Average Equity*                             22.8%

Life Insurance in Force (billions)                    $84.6
Assets Owned, Managed or
  Administered (billions):
    Assets Managed for Institutions                   $49.9
    Assets Owned, Managed or Administered
      for Individuals:
      Owned Assets:
        Separate Account Assets                        30.1
        Other Owned Assets                             37.8
                                                      -----
          Total Owned Assets                           67.9
      Managed Assets                                   96.3
      Administered Assets                              18.3
                                                      -----
        Total                                        $232.4
                                                      =====
Market Appreciation (Depreciation)
  During the Period:
  Owned Assets:
    Separate Account Assets                          $1,520
    Other Owned Assets                                $(395)
      Total Managed Assets                           $5,063

Sales of Selected Products:
  Mutual Funds                                       $6,207
  Annuities                                            $750
  Investment Certificates                              $777
  Life and Other Insurance Products                    $110

Number of Financial Advisors                         10,489
Fees From Financial Plans and Advice Services         $22.8
Percentage of Total Sales from Financial
  Plans and Advice Services                           65.2%


                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----

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 and Advice Services         $21.3
Percentage of Total Sales from Financial
  Plans and Advice Services                           66.5%


                                                  Quarter Ended
                                                   December 31,
                                                      1998
                                                      ----

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 and Advice Services         $18.4
Percentage of Total Sales from Financial
  Plans and Advice Services                           66.8%


                                                  Quarter Ended
                                                  September 30,
                                                      1998
                                                      ----

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 and Advice Services         $15.6
Percentage of Total Sales from Financial
  Plans and Advice Services                           65.4%

</TABLE>

*  Excluding the effect of SFAS No. 115.

<TABLE>
<CAPTION>

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

(Dollars in millions)

                                        Quarter Ended
                                        September 30,
                                        -------------    Percentage
                                        1999     1998    Inc/(Dec)
                                        ----     ----    --------
<S>                                      <C>      <C>     <C>
Net Revenues:

 Interest Income                         $181     $217    (16.3) %
 Interest Expense                         106      143    (25.5)
                                          ---      ---
   Net Interest Income                     75       74      1.5
 TC Investment Income                      91       88      4.0
 Foreign Exchange Income                   17       30    (43.1)
 Commissions, Fees and Other Revenue       78       63     22.7
                                          ---      ---
   Net Revenues                           261      255      2.5
                                          ---      ---

Expenses:
 Human Resources                           86       83      3.2
 Other Operating Expenses                 159      140     13.3
 Provision for Losses                      12       12      5.4
                                          ---      ---
   Total Expenses                         257      235      9.4
                                          ---      ---
Pretax Income                               4       20    (78.7)
Income Tax Benefit                        (34)     (23)    43.7
                                          ---      ---
Net Income                                $38      $43    (13.0)
                                          ===      ===
</TABLE>
<TABLE>
<CAPTION>




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

(Dollars in billions, except where indicated)

                                          Quarter Ended
                                          September 30,
                                          -------------  Percentage
                                           1999    1998  Inc/(Dec)
                                           ----    ----  --------
<S>                                       <C>     <C>      <C>
Selected Statistical Information
- --------------------------------

Total Shareholder's Equity (millions)       $956  $1,210   (21.0)%
Return on Average Common Equity *          17.7%    8.1%       -
Return on Average Assets *                 0.83%   0.39%       -
American Express Bank:
 Total Loans                                $5.1    $6.1   (16.8)
 Total Nonperforming Loans (millions)       $181    $239   (24.2)
 Other Nonperforming Assets (millions)       $40     $92   (57.0)
 Reserve for Credit Losses (millions)**     $204    $348   (41.3)
 Loan Loss Reserves as a % of Total Loans   3.5%    4.6%       -
 Deposits                                   $8.1    $8.7    (6.4)
 Assets Managed / Administered ***          $7.7    $5.7    33.6
 Assets of Non-Consolidated Joint
   Ventures                                 $2.4    $2.4    (2.1)
 Risk-Based Capital Ratios:
   Tier 1                                   9.9%    9.4%       -
   Total                                   12.1%   12.2%       -
   Leverage Ratio                           5.5%    5.6%       -
Travelers Cheque:
 Sales                                      $7.3    $7.5    (1.9)
 Average Outstanding                        $6.5    $6.4     2.9
 Average Investments                        $6.2    $6.1     2.0
 Tax equivalent yield                       8.8%    8.8%       -
</TABLE>


*   Excludes the effect of SFAS No. 115 for all periods presented.
<TABLE>
<CAPTION>
<S>                                       <C>      <C>
**  Allocation:
     Loans                                  $179    $279
     Other Assets, primarily derivatives      23      66
     Other Liabilities                         2       3
                                             ---     ---
       Total Credit Loss Reserves           $204    $348
                                             ===     ===
</TABLE>

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



<TABLE>
<CAPTION>

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

                                               Quarter Ended
                                                September 30,
                                                    1999
                                                    ----
<S>                                              <C>
Net Revenues:
  Interest Income                                   $181
  Interest Expense                                   106
                                                     ---
    Net Interest Income                               75
  TC Investment Income                                91
  Foreign Exchange Income                             17
  Commissions, Fees and Other Revenue                 78
                                                     ---
    Net Revenues                                     261
                                                     ---

Expenses:
  Human Resources                                     86
  Other Operating Expenses                           159
  Provision for Losses                                12
                                                     ---
    Total Expenses                                   257
                                                     ---
Pretax Income                                          4
Income Tax Benefit                                   (34)
                                                     ---
Net Income                                           $38
                                                     ===

                                                Quarter Ended
                                                   June 30,
                                                     1999
                                                     ----
Net Revenues:
  Interest Income                                   $183
  Interest Expense                                   108
                                                     ---
    Net Interest Income                               75
  TC Investment Income                                86
  Foreign Exchange Income                             14
  Commissions, Fees and Other Revenue                 84
                                                     ---
    Net Revenues                                     259
                                                     ---



Expenses:
  Human Resources                                     85
  Other Operating Expenses                           150
  Provision for Losses                                18
                                                     ---
    Total Expenses                                   253
                                                     ---
Pretax Income                                          6
Income Tax Benefit                                   (32)
                                                     ---
Net Income                                           $38
                                                     ===

                                                Quarter Ended
                                                   March 31,
                                                     1999
                                                     ----
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
                                                     ---
    Net Revenues                                     247
                                                     ---

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


                                                Quarter Ended
                                                 December 31,
                                                     1998
                                                     ----
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
                                                     ---
    Net Revenues                                     239
                                                     ---



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

                                                Quarter Ended
                                                September 30,
                                                     1998
                                                     ----
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
                                                     ---
    Net Revenues                                     255
                                                     ---

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





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

(Dollars in billions, except where indicated)

                                                  Quarter Ended
                                                  September 30,
                                                       1999
                                                       ----
<S>                                                <C>
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                  $956
Return on Average Common Equity *                     17.7%
Return on Average Assets *                            0.83%
American Express Bank:
  Total Loans                                          $5.1
  Total Nonperforming Loans (millions)                 $181
  Other Nonperforming Assets (millions)                 $40
  Reserve for Credit Losses (millions)**               $204
  Loan Loss Reserves as a % of Total Loans             3.5%
  Deposits                                             $8.1
  Assets Managed / Administered ***                    $7.7
  Assets of Non-Consolidated Joint
    Ventures                                           $2.4
  Risk-Based Capital Ratios:
    Tier 1                                             9.9%
    Total                                             12.1%
    Leverage Ratio                                     5.5%
Travelers Cheque:
  Sales                                                $7.3
  Average Outstanding                                  $6.5
  Average Investments                                  $6.2
  Tax equivalent yield                                 8.8%

                                                  Quarter Ended
                                                     June 30,
                                                       1999
                                                       ----
Selected Statistical Information
- --------------------------------
Total Shareholder's Equity (millions)                $1,048
Return on Average Common Equity *                     18.5%
Return on Average Assets *                            0.86%
American Express Bank:
  Total Loans                                          $5.2
  Total Nonperforming Loans (millions)                 $210
  Other Nonperforming Assets (millions)                 $55
  Reserve for Credit Losses (millions)**               $249
  Loan Loss Reserves as a % of Total Loans             4.1%
  Deposits                                             $8.0
  Assets Managed / Administered ***                    $7.0
  Assets of Non-Consolidated Joint
    Ventures                                           $2.2
  Risk-Based Capital Ratios:
    Tier 1                                             9.8%
    Total                                             12.1%
    Leverage Ratio                                     5.7%


Travelers Cheque:
  Sales                                                $6.1
  Average Outstanding                                  $6.1
  Average Investments                                  $5.7
  Tax equivalent yield                                 8.8%

                                                  Quarter Ended
                                                     March 31,
                                                       1999
                                                       ----
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%

                                                  Quarter Ended
                                                   December 31,
                                                       1998
                                                       ----
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%

                                                  Quarter Ended
                                                  September 30,
                                                       1998
                                                       ----
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                                                $7.5
  Average Outstanding                                  $6.4
  Average Investments                                  $6.1
  Tax equivalent yield                                 8.8%

</TABLE>

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

**  Allocations:
<TABLE>
<CAPTION>

                                        Quarter Ended
                                        -------------
                                9/99   6/99   3/99  12/98  9/98
                                ----   ----   ----  -----  ----
<S>                             <C>    <C>    <C>   <C>    <C>
      Loans                     $179   $216   $218  $214   $279
      Other Assets,
       primarily derivatives      23     32     41    43     66
      Other Liabilities            2      1      2     2      3
                                 ---    ---    ---   ---    ---
        Total Credit Loss
         Reserves               $204   $249   $261  $259   $348
                                 ===    ===    ===   ===    ===
</TABLE>

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

<TABLE>
<CAPTION>



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

($ in billions)


                                     Net
                                  Guarantees
                           FX and    and          9/30/99   6/30/99
                           Deriva- Contin-         Total     Total
Country             Loans  tives    gents  Other* Exposure**Exposure**
- -------             -----  ------  ------- -----  --------  --------
<S>                  <C>     <C>     <C>    <C>     <C>       <C>
Hong Kong            $0.6       -    $0.2   $0.1    $0.8      $0.9
Indonesia             0.2       -       -    0.1     0.4       0.4
Singapore             0.4       -     0.1    0.1     0.6       0.5
Korea                 0.2       -       -    0.2     0.4       0.4
Taiwan                0.3       -     0.1      -     0.4       0.5
China                   -       -       -      -       -         -
Japan                   -       -       -      -     0.1       0.1
Thailand                -       -       -      -       -         -
Other                   -       -       -    0.1     0.1       0.2
                      ---     ---     ---    ---    ----      ----
 Total Asia/Pacific
   Region**           1.8    $0.1     0.5    0.6     2.9       3.2
                      ---     ---     ---    ---    ----      ----

Chile                 0.2       -       -    0.1     0.3       0.4
Brazil                0.3       -       -    0.1     0.3       0.3
Mexico                0.1       -       -      -     0.1       0.1
Peru                    -       -       -      -       -       0.1
Argentina             0.1       -       -      -     0.1       0.1
Other                 0.2       -     0.1    0.1     0.4       0.4
                      ---     ---     ---    ---    ----      ----
 Total Latin
   America**          0.8       -     0.1    0.3     1.3       1.3
                      ---     ---     ---    ---    ----      ----

India                 0.3       -     0.1    0.3     0.7       0.8
Pakistan              0.1       -       -    0.2     0.3       0.2
Other                 0.1       -     0.1    0.1     0.2       0.2
                      ---     ---     ---    ---    ----      ----
 Total Sub-
   continent**        0.4       -     0.2    0.6     1.2       1.2
                      ---     ---     ---    ---    ----      ----

Egypt                 0.3       -       -    0.2     0.6       0.7
Other                 0.2       -     0.1      -     0.2       0.3
                      ---     ---     ---    ---    ----      ----
 Total Middle East
   & Africa**         0.5       -     0.1    0.2     0.8       0.9
                      ---     ---     ---    ---    ----      ----

 Total Europe***      1.4     0.1     0.7    2.4     4.6       4.3

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

Total Worldwide**    $5.1    $0.2    $1.8   $5.6   $12.8     $12.8
                      ===     ===     ===    ===    ====      ====
</TABLE>

     *   Includes cash, placements and securities.
    **   Individual items may not add to totals due to rounding.
   ***   Total exposures at 9/30/99 and 6/30/99 include
         $15 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
                               Third Quarter
                            Earnings Supplement














The enclosed summary should be read in conjunction with the text and
statistical tables included in American Express Company's (the "Company" or
"AXP") Third Quarter 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
                             THIRD QUARTER 1999
                                 HIGHLIGHTS

o    Diluted EPS growth of 14%, the net revenue increase of 12% (11% on a gross
     revenue basis), and ROE of 25% again met our financial targets.


o    Solid performance was recorded in a number of key areas. Compared with
     the third quarter of 1998:
     -   Worldwide billed business rose 13% as strong "everyday spend" by
         consumers and small business results offset 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 $22.4B on a managed asset basis were
         up 34%;

     -   Worldwide cards in force rose 2.3MM, or 5% (excluding the effect of the
         cancellation of the U.S. Government account).  In the third quarter
         alone, 900K cards were added; and

     -   AEFA assets owned, managed and administered of $228B were 21% higher.

o    American Express expanded its products and services during the quarter
     as it:
     -   Launched "Blue" in the U.S., a new credit card designed to expand
         the Company's revolving credit business and attract new customers
         by combining financial, online shopping and security benefits.

     -   Announced that American Express became the first and only of the
         three big card companies welcomed at Costco warehouse clubs in the
         U.S. The agreement also includes plans for two new cobranded
         cards, one for consumers and one for small businesses, to be
         introduced in November.

     -   Expanded the Membership Rewards program to include two new program
         levels that offer Cardmembers a greater selection of customized
         travel and retail benefits.

     -   Unveiled plans to offer a new enhanced card for small business
         owners in Japan.

     -   Announced network agreements with Corp Banca and Banco Santiago in
         Chile.

     -   Entered into a strategic marketing alliance in the U.S. with
         Ticketmaster in which American Express becomes the "card of
         choice" for all Ticketmaster consumer transactions at retail
         locations, by phone and online.

     -   Signed an  agreement  that  gives  AEFA  customers  access to more
         than 2,000 of the mutual  funds  available  through  Charles
         Schwab's mutual fund marketplace.

     -   Launched the Goldman Sachs Variable Annuity which is issued and
         serviced by AEFA and distributed through Goldman's third-party
         broker-dealers nationwide and AEFA's advisor force.

o    Internet business initiatives included:
     -   The launch of Membership B@nking, a direct bank that provides
         consumers with high value products, competitive rates, quality
         customer service and the convenience of banking through the
         internet, telephone, ATM or mail.

     -   The announcement of American Express Brokerage, a service that
         combines innovative online investing and financial planning tools
         with access to a financial advisor and attractive online pricing,
         including free equity trades for account holders who maintain
         minimum balances.

     -   The inclusion of a smart chip on Blue cards which will provide an
         added level of security for internet purchases when used in
         conjunction with the American Express Online Wallet to be
         available in November.

     -   The expansion of our portfolio of electronic commerce alliances to
         help corporations and suppliers accelerate the adoption of online
         purchasing. Clarus, Extensity, Sun-Netscape Alliance and Trilogy
         agreed to integrate the American Express Purchasing Card into
         their systems, bringing to ten the number of such agreements.

     -   The formation of a strategic alliance with GetThere.com which
         includes the development of a customized version of GetThere.com's
         ITN Global Manager to be fully integrated into AXP's U.S.
         corporate travel operations and into American Express @Work, our
         recently announced desktop portal for corporate expense
         management.

     -   An investment in edocs, a leading provider of internet billing and
         statementing software.

o    Additional progress was made in broadening relationships with existing AXP
     customers as:
     -   Spending and lending balances per cardmember continued to increase;

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

     -   AEFA manufactured certificates sold by AEB to its international
         clients grew.


                                     1
<PAGE>
<TABLE>
<CAPTION>


                          AMERICAN EXPRESS COMPANY
                        THIRD QUARTER 1999 OVERVIEW
                                CONSOLIDATED


(millions, except per share amounts)                                  Quarter Ended                        Percentage
                                                                      September 30,                        Inc/(Dec)
                                                        ------------------------------------------      -----------------
                                                                   1999          1998
                                                                   ----          ----
<S>                                                             <C>             <C>                           <C>
CONSOLIDATED REVENUES:

      Gross                                                      $5,311          $4,787                        11%
                                                                 ======         =======
      Net                                                        $4,879          $4,342                        12%
                                                                 ======         =======

NET INCOME:                                                        $648            $574                        13%
                                                                   ====            ====

EPS:
       Basic                                                      $1.45           $1.27                        14%
                                                                  =====           =====

       Diluted                                                    $1.42           $1.25                        14%
                                                                  =====           =====
</TABLE>

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

o    CONSOLIDATED EXPENSES: Rose due to greater marketing and promotion
     costs, larger provisions for losses, and higher human resource and
     operating expenses.

     -  In conformity with new accounting guidelines, the Company
        capitalized software costs (net of amortization) of $68MM,
        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 material effect on net
        income.

o    SHARE REPURCHASES: 2.4MM shares were purchased in 3Q `99; since the
     inception of repurchase programs in September, 1994, 104.4MM shares
     have been acquired.

<TABLE>
<CAPTION>
                                                                                     Millions of Shares
                                                                 -----------------------------------------------------------
     -   AVERAGE SHARES:                                      3Q `99               2Q `99            3Q `98
                                                              ------               ------            ------
<S>                                                          <C>                 <C>                <C>
         Basic                                                446.0                447.4              451.6
                                                              =====                =====              ======
         Diluted                                              456.4                457.1              459.6
                                                              =====                =====              ======

     -   ACTUAL SHARES:

         Shares outstanding - beginning of period             449.0                450.0              456.8
         Repurchase of common shares                           (2.4)                (2.4)              (5.0)

         Employee benefit plans, compensation
           and other                                            1.0                  1.4                0.5
                                                              -----                -----              ------
         Shares outstanding - end of period                   447.6                449.0              452.3
                                                              =====                =====              ======
</TABLE>



                            CORPORATE AND OTHER

o The 3Q `99 net expense was $43MM compared with $42MM in 3Q `98 and $45MM
  in 2Q `99.

                                   2

<PAGE>

<TABLE>
<CAPTION>
                          AMERICAN EXPRESS COMPANY
                        THIRD QUARTER 1999 OVERVIEW
                          TRAVEL RELATED SERVICES

(preliminary)                Statement of Income
                      (unaudited, managed asset basis)

                                                                        Quarter Ended                        Percentage
(Dollars in millions)                                                   September 30,                        Inc/(Dec)
                                                            ---------------------------------------      -------------------
                                                                      1999                    1998
                                                                      ----                    ----
<S>                                                                 <C>                     <C>                  <C>
Net revenues:

     Discount revenue                                               $1,700                  $1,522                12%
     Net card fees                                                     399                     395                 1
     Travel commissions and fees                                       448                     441                 1
     Other revenues                                                    730                     562                30
     Lending:
          Finance charge revenue                                       747                     636                17
          Interest expense                                             246                     209                17
                                                                     -----                   -----
               Net finance charge revenue                              501                     427                18
                                                                     -----                   -----
          Total net revenues                                         3,778                   3,347                13
                                                                     -----                   -----
Expenses:
     Marketing and promotion                                           340                     310                 9
     Provision for losses and claims:
          Charge card                                                  247                     224                11
          Lending                                                      312                     263                19
          Other                                                         10                      17               (40)
                                                                     -----                   -----
               Total                                                   569                     504                13
                                                                     -----                   -----
     Charge card interest expense                                      259                     262                (1)
     Human resources                                                   968                     924                 5
     Other operating expenses                                        1,010                     793                28
                                                                     -----                   -----
          Total expenses                                             3,146                   2,793                13
                                                                     -----                   -----
Pretax income                                                          632                     554                14
Income tax provision                                                   219                     192                14
                                                                     -----                   -----
Net income                                                            $413                    $362                14
                                                                     =====                   =====
</TABLE>

Note:  Unless indicated otherwise, the following discussion addresses
       trends within the above "managed asset basis" Statement of Income.
       The "GAAP" Statement of Income is also included in the Company's
       Earnings Release.

o    Revenues benefited from increased cards in force, higher worldwide
     billed business, growth in cardmember loans outstanding and to a
     lesser extent acquisitions within our Travel, Tax and Business
     Services and ATM businesses.

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

o    Under Statement of Financial Accounting Standards No. 125, which
     prescribes the accounting for securitizations, TRS recognized a
     pre-tax gain of $55MM ($36MM after-tax) in 3Q `99 related to the
     securitization of $1.5B of U.S. Lending receivables. This gain, as
     well as the previously discussed software capitalization benefits,
     were invested in Marketing and Promotion related to card acquisition,
     internet activities and other business building initiatives and,
     therefore, had no material impact on net income or total expenses.

     For purposes of the above "managed asset basis" Statement of Income,
     which presents TRS' results as if there had been no securitizations,
     such gain (reported as a $31MM reduction in the Lending Provision for
     Losses, and increases in Other Revenue and Lending Interest Expense)
     and corresponding growth in Marketing and Promotion and Other
     Operating Expenses have been eliminated.

o    The pre-tax margin was 16.7% in 3Q `99 versus 16.5% last year.

o    The effective tax rate was 35% in 3Q `99, 3Q `98 and 2Q `99.

                                    3
<PAGE>


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

o     DISCOUNT REVENUE:  Stronger billed business and a slightly higher
      discount rate yielded a 12% increase in discount revenue.

      -  The average discount rate was 2.73% in 3Q `99 and 2Q `99 compared with
         2.72% in 3Q `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, etc.), 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
                                                                             September 30,                   Inc/(Dec)
                                                                   ----------------------------------    ------------------
                                                                           1999               1998
                                                                           ----               ----
<S>                                                                      <C>                <C>                <C>
    Card billed business (billions):
         United States                                                    $47.1              $41.5                13%
         Outside the United States                                         17.0               15.2                12
                                                                          -----              -----
         Total                                                            $64.1              $56.7                13
                                                                          =====              =====

    Cards in force (millions):
         United States                                                     29.2               29.5                (1)%
         Outside the United States                                         15.6               14.6                 7
                                                                           ----               ----
         Total                                                             44.8               44.1                 2
                                                                           ====               ====

    Basic cards in force (millions):
         United States                                                     22.9               23.3                (2)%
         Outside the United States                                         12.0               11.3                 6
                                                                           ----               ----
         Total                                                             34.9               34.6                 1
                                                                           ====               ====

    Spending per basic card in force (dollars) (a):
         United States                                                   $2,069             $1,780                16%
         Outside the United States                                       $1,613             $1,519                 6
         Total                                                           $1,935             $1,704                14
</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 a 13%
         increase in billed business. Overall, corporate spending growth in
         the U.S. and Europe continued to be tempered by tighter policies
         regarding T&E expenditures and increased business fare
         competition.
         --  U.S. spending per basic card in force increased 16% reflecting
             strong growth in the consumer and small business areas and
             the U.S. government account cancellation.
         --  Excluding the U.S. government account, U.S. billed business grew
             16% and spending per basic card in force was up 11%.
         --  Excluding foreign exchange translation:
             -   Total billed business outside the U.S. rose approximately
                 11% on double digit growth in Canada and the Asia/Pacific
                 region; volumes in Latin America rose slightly. As in the
                 U.S., robust consumer-related activities in Europe
                 continued to be moderated by weaker corporate spending
                 growth.
             -   Spending per proprietary basic card in force outside the U.S.
                 rose 5%.
         --  Network partnership volumes sustained their strong growth trend.
         --  Retail and "everyday spend" categories continue to contribute
             strongly to worldwide business growth.
         --  Airline related volume rose slightly as the average airline
             charge was up nominally and transaction volume decreased
             modestly.
      -  CARDS IN FORCE worldwide rose 2% versus last year despite the
         cancellation of 1.6MM U.S. government cards, effective
         11/30/98, as strong growth outside the U.S. continued and 1.3MM cards
         were added in the U.S. since 3/99.
         --   Excluding the U.S. government account, cards in force rose 5%
              worldwide and in the U.S.
         --   The improvement in U.S. card acquisitions during the past two
              quarters reflects more proactive consumer charge card,
              consumer lending and small business services activities. This
              is consistent with a strategy shift late last year geared
              towards reenergizing our acquisition programs while
              maintaining the focus on expanding existing relationships.


                                     4
<PAGE>


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


o     NET CARD FEES:  Rose slightly as new cards in force were added and the
      mix evolved.  The average fee per card in force of $38 in
      3Q `99 compared with $37 in 3Q `98 and $38 in 2Q `99.


o     TRAVEL COMMISSIONS AND FEES: Were up 1% on 7% growth in travel sales,
      which were helped by recent acquisitions. The declining revenue
      earned per dollar of sales (8.1% in 3Q `99 versus 8.6% in 3Q `98)
      reflects continued efforts by airlines to reduce distribution costs
      and by corporate clients to contain travel and entertainment
      expenses.


o     OTHER REVENUES: Increased 30% principally due to Tax and Business
      Services and ATM acquisitions and growth, higher lending and
      membership rewards fees, and greater foreign exchange conversion
      revenues.


o     NET FINANCE CHARGE REVENUE:  Rose 18% on 34% growth in worldwide lending
      balances and lower net interest yields.

      -  The yield on the U.S. portfolio declined to 8.5% in 3Q `99 versus
         9.6% in 3Q `98 and 9.3% in 2Q `99 as a higher proportion of the
         portfolio was on introductory-rates and the mix of products evolved.


o     MARKETING AND PROMOTION EXPENSES: Increased by 20% on a GAAP basis on
      expanded card acquisition and media advertising activities. On a
      "Managed Asset" Statement of Income basis, marketing and promotion
      expenses were 9% higher reflecting the elimination of expenses
      corresponding to the SFAS 125 gain.


o     CHARGE CARD INTEREST EXPENSE:  Declined 1% as higher billed business
      volumes versus last year were more than offset by a lower
      worldwide cost of funds.


o     HUMAN RESOURCE EXPENSES: Increased 5% versus last year as a result of
      a higher average number of employees and merit increases, partially
      offset by reduced contract programmer costs for technology related
      projects.

      -  The employee count at 9/99 of 71,800 was up approximately 4,100 versus
         last year and 300 versus 2Q `99 primarily due to the effect of
         acquisitions, increased global technology business demands and greater
         business volumes.


o     OTHER OPERATING EXPENSES: Rose 30% on a GAAP basis on higher costs
      related to business growth, cardmember loyalty programs,
      acquisitions, professional fees for the outsourcing of certain
      collection activities and various business building initiatives. On a
      "Managed Asset" Statement of Income basis, other operating expenses
      were 28% higher reflecting the elimination of expenses corresponding
      to the SFAS 125 gain.


                                         5
<PAGE>

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


o     CREDIT QUALITY:

      -  Charge card and lending credit indicators remained stable in the
         quarter.

      -  The provision for losses for charge card products was 11% above last
         year on higher volumes.

      -  The lending  provision for losses rose 19% versus 3Q `98, as 34% growth
         in outstanding  loans was partially offset by 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:

         --  The write-off rate remained near its historical low while the past
             due rate improved versus 2Q `99 and 3Q `98.
<TABLE>
<CAPTION>
                                                                                  9/99             6/99             9/98
                                                                         --------------     ------------    -------------
<S>                                                                           <C>              <C>              <C>
             Loss ratio, net of recoveries                                       0.41%            0.39%            0.48%
             90 days past due as a % of receivables                               2.5%             2.6%             2.7%

         --  Reserve coverage of past due accounts remained strong.

                                                                                  9/99             6/99             9/98
                                                                         --------------    -------------    -------------
             Reserves (MM)                                                       $907           $932              $961
             % of receivables                                                     3.6%           3.8%             4.1%
             % of past due accounts                                               144%           148%             151%

      -  U.S. LENDING:

         -- The write-off rate improved while the past due rate rose
            slightly versus 2Q `99.

                                                                                 9/99            6/99              9/98
                                                                         -------------     -----------     -------------
             Write-off rate, net of recoveries                                   4.7%            5.3%              6.4%
             30 days past due as a % of loans                                    2.8%            2.7%              3.2%

         -- The cardmember lending reserve increased and coverage of past
            due accounts remained strong.

                                                                                 9/99            6/99              9/98
                                                                         -------------    ------------     -------------
           Reserves (MM)                                                       $636            $602              $579
           % of total loans                                                     3.1%            3.3%              3.8%
           % of past due accounts                                               111%            124%              118%

</TABLE>

                                                       6
<PAGE>
<TABLE>
<CAPTION>


                          AMERICAN EXPRESS COMPANY
                        THIRD QUARTER 1999 OVERVIEW
                    AMERICAN EXPRESS FINANCIAL ADVISORS


(Preliminary)                 Statement of Income
                                (unaudited)

(Millions)                                                           Quarter Ended                        Percentage
                                                                     September 30,                        Inc/(Dec)
                                                        ----------------------------------------      -------------------
                                                                    1999                   1998
                                                                    ----                   ----
<S>                                                             <C>                    <C>                    <C>
Revenues:

     Investment income                                              $566                   $573                  (1)%
     Management and distribution fees                                578                    476                  22
     Other revenues                                                  224                    198                  13
                                                                   -----                  -----
          Total revenues                                           1,368                  1,247                  10
     Provision for losses and benefits:
          Annuities                                                  251                    280                 (10)
          Insurance                                                  135                    122                  10
          Investment certificates                                     46                     43                   6
                                                                   -----                  -----
               Total                                                 432                    445                  (3)
                                                                   -----                  -----
          Total net revenues                                         936                    802                  17
                                                                   -----                  -----
Expenses:
     Human resources                                                 456                    384                  19
     Other operating expenses                                        130                    110                  18
                                                                   -----                  -----
          Total expenses                                             586                    494                  18
                                                                   -----                  -----
Pretax income                                                        350                    308                  14
Income tax provision                                                 110                     97                  14
                                                                   -----                  -----
Net income                                                          $240                   $211                  14
                                                                   =====                  =====
</TABLE>

o    Net revenue growth of 17% resulted from:

     - Increased management fees from larger managed asset levels;
     - Greater distribution fees from mutual fund sales, asset levels and
       Securities America activities;
     - Higher Other Revenues from insurance premiums and financial planning and
       advice services; and
     - Improved spreads on annuity, insurance and certificate products.

o    Margin trends reflect higher investment spending on items such as: (i)
     the development of the future advisor platform infrastructure, (ii)
     the evolution of our online transaction and third party distribution
     capabilities, and (iii) new product development. Core operating
     expense growth was well controlled.

o    Securities America, acquired 3/98, is included in both periods.

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

o    ASSETS OWNED, MANAGED AND ADMINISTERED:
<TABLE>
<CAPTION>
                                                                                                         Percentage
     (billions)                                                       September 30,                      Inc/(Dec)
                                                            ----------------------------------         ---------------
                                                                  1999                 1998
                                                                  ----                 ----
<S>                                                            <C>                   <C>                   <C>
     Assets owned (excluding separate accounts)                  $38.1                 $37.0                   3%
     Separate account assets                                      28.9                  23.0                  26
     Assets managed                                              141.2                 117.3                  20
     Assets administered                                          19.3                  11.2                  72
                                                                ------                ------
                    Total                                       $227.5                $188.5                  21
                                                                ======                ======
</TABLE>

o    INVESTMENT INCOME:

     -   Gross investment income decreased 1% due to a lower average yield on
         invested assets and a decrease in the value of options
         hedging outstanding stock market certificates.
     -   Average invested assets of $32.0B (excluding unrealized depreciation)
         were up 4% versus $30.7B in 3Q `98 on renewed client
         interest in spread based products.
     -   The average yield was 7.4% versus 7.7% in 3Q `98.
     -   Insurance, annuity and certificate spreads were up versus last
         year. Compared to last quarter, insurance and annuity spreads were
         down; certificates were up.

                                          7
<PAGE>


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

o    ASSET QUALITY remains strong.

     -   Non-performing assets relative to invested assets were 0.2% and were
         93% covered by reserves.
     -   The SFAS No. 115 related mark-to-market depreciation on the
         portfolio (reported in assets pre-tax) was ($490MM) at 9/99 versus
         appreciation of $625MM at 9/98 and depreciation of ($217MM) at 6/99.
     -   Unrealized appreciation on securities held to maturity was $89MM
         compared with $941MM at 9/98 and $167MM at 6/99.

o    MANAGEMENT AND DISTRIBUTION FEES: The increase of 22% was due to
     higher average assets under management, distribution fees from greater
     mutual fund sales and asset levels, larger fees from Securities
     America activities and higher brokerage fees from substantially
     increased retail trading activities.

     -  ASSETS MANAGED:
<TABLE>
<CAPTION>
                                                                                                             Percentage
       (billions)                                                              September 30,                 Inc/(Dec)
                                                                       ------------------------------     -----------------
                                                                               1999              1998
                                                                               ----              ----
<S>                                                                          <C>               <C>                <C>
       Assets managed for individuals                                         $92.9             $76.8              21%
       Assets managed for institutions                                         48.3              40.5              19
       Separate account assets                                                 28.9              23.0              26
                                                                             -----             ------
                      Total                                                  $170.1            $140.3              21
                                                                             ======            ======
</TABLE>

        -- The growth in managed assets since 3Q `98 resulted from $23.0B
           of market appreciation and $6.8B of net new money.

        -- The $6.2B decline in managed assets since 6/99 resulted from $1.5B
           of net new money within advisor and other distribution
           channels, offset by market depreciation of $6.2B and the loss of
           client assets within the institutional advisory business.

o    PRODUCT SALES:

     -   Total advisor cash sales from all products were up 17% over 3Q `98
         as somewhat slower mutual fund sales growth was more than offset
         by strengthening annuity and insurance sales and a continuation of
         strong certificate sales.
     -   Mutual fund sales increased 9% on double digit growth in money
         market and equity fund sales; sales of bond funds declined. Rear-
         and no-load categories showed improvement; front-load funds were
         down slightly.
        -- Redemption rates continued to be approximately 50% of the
           industry level.
     -   Annuity sales were up 47%, as both fixed and variable annuity sales
         were strong.
     -   Sales of insurance products increased 32%.
     -   Certificate sales were also very strong reflecting the rapid
         growth of certificates sold to clients outside the U.S. through a
         joint venture between AEFA and AEB and strength in advisor sales.
     -   Product sales generated through plans and advice services were 68% of
         total sales in 3Q `99 and 65% in 3Q `98.

o    OTHER REVENUES: Were up 13% as a result of greater fees from financial
     planning and advice services and higher life and property-casualty
     insurance premiums.

     -   Financial planning and advice services fees of $22.3MM rose 43% versus
         3Q `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 rose reflecting a larger inforce
     level and higher claims in the life insurance business lines.
     Certificate provisions increased as a higher inforce level was
     partially offset by the impact of depreciation in the S&P 500 on the
     stock market certificate product and a lower accrual rate.

                                       8
<PAGE>

                          AMERICAN EXPRESS COMPANY
                        THIRD 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 growth in the client
     services organization and 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:  9,472 at 9/99; +540 advisors, or 6%, versus 9/98
       and up 125 advisors versus 6/99.

       --  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 improved.

       --  The number of clients and accounts per client were up 5% and 2%,
           respectively,  versus 3Q `98. Client  retention  continued
           in excess of 95%.


     - TOTAL ADVISOR FORCE:  10,631 at 9/99; +571 advisors, or 6%, versus 9/98
       and up 142 advisors versus 6/99.


o    OTHER OPERATING EXPENSES: The 18% increase reflects costs related to
     higher business volumes, the development of the new advisor platforms,
     new product development, the evolution of our online transaction and
     third party distribution capabilities, initiatives in Japan, and
     greater rent and equipment support costs for new advisors.


                                   9
<PAGE>
<TABLE>
<CAPTION>


                          AMERICAN EXPRESS COMPANY
                        THIRD QUARTER 1999 OVERVIEW
                   AMERICAN EXPRESS BANK/TRAVELERS CHEQUE


(Preliminary)                  Statement of Income
- -------------                  -------------------
                                   (unaudited)

(Millions)                                                   Quarter Ended                       Percentage
                                                              September 30,                        Inc/(Dec)
                                                   -----------------------------------      ----------------------
                                                        1999                1998
                                                        ----                ----
<S>                                                    <C>                <C>                      <C>
Net revenues:
     Interest income                                    $181                $217                     (16)%
     Interest expense                                    106                 143                     (26)
                                                       -----               -----
           Net interest income                            75                  74                       2
     TC investment income                                 91                  88                       4
     Foreign exchange income                              17                  30                     (43)
     Commissions, fees and other revenues                 78                  63                      23
                                                        -----              -----
          Total net revenues                             261                 255                       3
                                                        -----              -----
Expenses:
     Human resources                                      86                  83                       3
     Other operating expenses                            159                 140                      13
     Provision for losses                                 12                  12                       5
                                                        -----              -----
          Total expenses                                 257                 235                       9
                                                        -----              -----
Pretax income                                              4                  20                     (79)
Income tax benefit                                       (34)                (23)                     44
                                                        -----              -----
Net income                                               $38                 $43                     (13)
                                                        =====              =====
</TABLE>

o    Revenues rose 3% as higher commissions, fees and other revenues were
     partially offset by lower foreign exchange income. AEB's two
     individual oriented businesses, Private Banking and Personal Financial
     Services ("PFS"), continued to grow in the quarter as assets managed
     and loans increased.

     - Net interest income at AEB was up 2% versus last year as the effects
       of a lower loan portfolio were offset by last year's reversal of
       accrued interest on loans transferred to non-performing status in
       Indonesia.

     - TC investment income increased 4% as a result of a slightly higher
       investment pool, flat yields and benefits related to the valuation
       of low income housing investments.

     - Foreign exchange income declined substantially on currency stabilization
       in key markets.

     - Commissions, fees and other revenues increased 23% reflecting
       miscellaneous  gains,  trading activities and revenues from the
       individual oriented businesses.

o    Human resources expense rose 3% and other operating expenses increased
     13% from costs related to business building initiatives within Private
     Banking, consumer banking and travelers cheque, as well as costs
     incurred as AEB rationalizes certain country activities.

o    AEB remained "well capitalized".
<TABLE>
<CAPTION>

                                       9/99               6/99              9/98            Well-Capitalized
                                  ----------------    -------------    ---------------    ---------------------
<S>                                   <C>               <C>              <C>                   <C>
     Tier 1                              9.9%              9.8%             9.4%                  6.0%
     Total                              12.1%             12.1%            12.2%                 10.0%
     Leverage Ratio                      5.5%              5.7%             5.6%                  5.0%
</TABLE>

                                                10

<PAGE>


                          AMERICAN EXPRESS COMPANY
                        THIRD QUARTER 1999 OVERVIEW
              AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)

o    EXPOSURES

     - AEB's loans outstanding declined to $5.1B at 9/99 versus $6.1B at
       9/98 and $5.2B at 6/99. The reduction since 9/98 resulted from a
       $1.1B decrease in corporate and correspondent bank loans and a
       $350MM increase in consumer and private banking loans (before the
       effect of asset sales and securitizations). Since 6/99, corporate
       and correspondent bank loans were $230MM lower and consumer and
       private banking loans were up $70MM after the securitization of
       approximately $44MM of 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 $7.7B to the credit
       exposures at 9/99 and 9/98, compared with $7.6B at 6/99.
<TABLE>
<CAPTION>

       ($ in billions)                                                           9/30/99
                                                    -------------------------------------------------------------------
                                                                                   Net
                                                                               Guarantees                                  6/30/99
                                                                FX and             and                      Total           Total
       Country                                       Loans    Derivatives      Contingents   Other(1)    Exposure(2)     Exposure(2)
       -------                                       -----    -----------      -----------    -----       --------        --------
<S>                                                  <C>         <C>              <C>       <C>            <C>           <C>

       Hong Kong                                      $0.6            -             $0.2      $0.1           $0.8          $0.9
       Indonesia                                       0.2            -                -       0.1            0.4           0.4
       Singapore                                       0.4            -              0.1       0.1            0.6           0.5
       Korea                                           0.2            -                -       0.2            0.4           0.4
       Taiwan                                          0.3            -              0.1         -            0.4           0.5
       China                                             -            -                -         -              -             -
       Japan                                             -            -                -         -            0.1           0.1
       Thailand                                          -            -                -         -              -             -
       Other                                             -            -                -       0.1            0.1           0.2
                                                      ----         ----             ----      ----           ----          ----
           Total Asia/Pacific Region (2)               1.8         $0.1              0.5       0.6            2.9           3.2
                                                      ----         ----             ----      ----           ----          ----

       Chile                                           0.2            -                -       0.1            0.3           0.4
       Brazil                                          0.3            -                -       0.1            0.3           0.3
       Mexico                                          0.1            -                -         -            0.1           0.1
       Peru                                              -            -                -         -              -           0.1
       Argentina                                       0.1            -                -         -            0.1           0.1
       Other                                           0.2            -              0.1       0.1            0.4           0.4
                                                      ----         ----             ----      ----           ----          ----
           Total Latin America (2)                     0.8            -              0.1       0.3            1.3           1.3
                                                      ----         ----             ----      ----           ----          ----

       India                                           0.3            -              0.1       0.3            0.7           0.8
       Pakistan                                        0.1            -                -       0.2            0.3           0.2
       Other                                           0.1            -              0.1       0.1            0.2           0.2
                                                      ----         ----             ----      ----           ----          ----
           Total Subcontinent (2)                      0.4            -              0.2       0.6            1.2           1.2
                                                      ----         ----             ----      ----           ----          ----

       Egypt                                           0.3            -                -       0.2            0.6           0.7
       Other                                           0.2            -              0.1         -            0.2           0.3
                                                      ----         ----             ----      ----           ----          ----
           Total Middle East and Africa (2)            0.5            -              0.1       0.2            0.8           0.9
                                                      ----         ----             ----      ----           ----          ----
           Total Europe (2) (3)                        1.4          0.1              0.7       2.4            4.6           4.3

           Total North America (2)                     0.2            -              0.2       1.5            1.9           1.8
                                                      ----         ----             ----      ----           ----          ----
       Total Worldwide (2)                            $5.1         $0.2             $1.8      $5.6          $12.8         $12.8
                                                      ====         ====             ====      ====           ====          ====
</TABLE>
     (1) Includes cash, placements and securities.
     (2) Individual items may not add to totals due to rounding.
     (3) Total exposures at 9/30/99 and 6/30/99 include $15MM of exposures
         to Russia.

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

                                        11

<PAGE>

                          AMERICAN EXPRESS COMPANY
                        THIRD QUARTER 1999 OVERVIEW
              AMERICAN EXPRESS BANK/TRAVELERS CHEQUE (Cont'd)


o    Total non-performing loans for AEB of $181MM were down from $239MM at
     9/98 and $210MM at 6/99. The decline versus last year and last quarter
     reflects write-offs, primarily in Indonesia.

o    Other non-performing assets at AEB of $40MM at 9/99, primarily foreign
     exchange and derivatives contracts, decreased from $92MM at 9/98 and
     $55MM at 6/99. The decline versus last year and last quarter primarily
     reflects write-offs in Indonesia, as anticipated within the 1Q `98
     provision.

o    AEB's total reserves at 9/99 were $204MM compared with $348MM at 9/98 and
     $249MM at 6/99 and are allocated as follows:
<TABLE>
<CAPTION>

     (millions)                                           9/99           6/99            9/98
                                                     ----------    -----------     -----------
<S>                                                     <C>            <C>             <C>

     Loans                                                $179           $216            $279
     Other Assets, primarily derivatives                    23             32              66
     Other Liabilities                                       2              1               3
                                                          ----           ----            ----
          Total                                           $204           $249            $348
                                                          ====           ====            ====
</TABLE>

     - The decline versus 6/99 and 9/98 reflects the write-offs cited above.

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 September 30,
     1999 management believes the loss reserve is appropriate.


                                      12


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