Form 10-Q

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

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

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

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

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

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

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




		Three Months Ended June 30,						Six Months Ended June 30,

(Millions)		2013			2012			2013		2012
Revenues
Discount revenue earned from purchased cardmember receivables and loans	$	148		$	149		$	297		$ 256
Interest income from affiliates		100			124			218		257
Interest income from investments		1			2			2		4
Finance revenue		11			10			22		21

Total revenues		260			285			539		538

Expenses
Provisions for losses		34			40			76		63
Interest expense		153			183			321		368
Interest expense to affiliates		2			6			4		9
Other, net		(21	)		(33	)		(53	)	(60)

Total expenses		168			196			348		380

Pretax income		92			89			191		158
Income tax benefit		(74	)		(16	)		(86	)	(37)

Net income		166			105			277		195
Retained earnings at beginning of period		3,037			3,016			2,999		3,028
Dividends		(111	)		(90	)		(184	)	(192)

Retained earnings at end of period	$	3,092		$	3,031		$	3,092		$ 3,031




		Three Months Ended June 30,						Six Months Ended June 30,

(Millions)		2013			2012			2013		2012
Net income	$	166		$	105		$	277		$ 195
Other comprehensive loss:
Net unrealized derivative gains, net of tax of: 2013, nil and nil; 2012, nil and nil		—			—			—		1
Foreign currency translation adjustments, net of tax of: 2013, $34 and $11; 2012, $32 and $(7)		(393	)		(180	)		(375	)	(58)

Other comprehensive loss		(393	)		(180	)		(375	)	(57)

Comprehensive (loss) income	$	(227	)	$	(75	)	$	(98	)	$ 138




(Millions, except share data)		June 30, 2013		December 31, 2012
Assets
Cash and cash equivalents	$	50		$ 275
Cardmember receivables, less reserves: 2013, $91; 2012, $83		17,841		15,279
Cardmember loans, less reserves: 2013, $5; 2012, $5		445		457
Loans to affiliates		9,781		13,178
Deferred charges and other assets		214		430
Due from affiliates		3,566		4,176

Total assets	$	31,897		$ 33,795

Liabilities and Shareholder’s Equity
Liabilities
Short-term debt	$	112		$ 18
Short-term debt to affiliates		6,673		4,096
Long-term debt		20,922		23,986

Total debt		27,707		28,100
Due to affiliates		762		2,022
Accrued interest and other liabilities		542		505

Total liabilities		29,011		30,627

Shareholder’s Equity
Common stock, $0.10 par value, authorized 3 million shares; issued and outstanding 1.5 million shares		—		—
Additional paid-in capital		161		161
Retained earnings		3,092		2,999
Accumulated other comprehensive income:
Foreign currency translation adjustments, net of tax of: 2013, $(32); 2012, $(43)		(367	)	8

Total accumulated other comprehensive income		(367	)	8

Total shareholder’s equity		2,886		3,168

Total liabilities and shareholder’s equity	$	31,897		$ 33,795




Six Months Ended June 30 (Millions)		2013		2012
Cash Flows from Operating Activities
Net income	$	277		$ 195
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for losses		76		63
Amortization and other		11		12
Deferred taxes		(2	)	(4)
Changes in operating assets and liabilities:
Interest, taxes and other amounts due from affiliates, net		(119	)	70
Other operating assets and liabilities		(262	)	50

Net cash (used in) provided by operating activities		(19	)	386

Cash Flows from Investing Activities
Net increase in cardmember receivables and loans		(2,672	)	(3,566)
Net decrease (increase) in loans to affiliates		2,701		(1,076)
Net (increase) decrease in due from affiliates		(524	)	1,907

Net cash used in investing activities		(495	)	(2,735)

Cash Flows from Financing Activities
Net increase (decrease) in short-term debt to affiliates		2,586		(178)
Net increase (decrease) in short-term debt		98		(66)
Issuance of long-term debt		561		3,480
Principal payments on long-term debt		(2,765	)	(1,000)
Dividends paid		(184	)	(192)

Net cash provided by financing activities		296		2,044

Effect of exchange rate changes on cash and cash equivalents		(7	)	12

Net decrease in cash and cash equivalents		(225	)	(293)
Cash and cash equivalents at beginning of period		275		480

Cash and cash equivalents at end of period	$	50		$ 187

American Express Credit Corporation (Credco), together with its subsidiaries, is a wholly owned subsidiary of American Express Travel Related Services Company, Inc. (TRS), which is a wholly owned subsidiary of American Express Company (American Express). American Express charge cards and American Express credit cards are collectively referred to herein as the card.

Credco is engaged in the business of financing non-interest-earning cardmember receivables arising from the use of the American Express^® Card, the American Express^® Gold Card, Platinum Card^®, Corporate Card and other American Express cards issued in the United States and in certain countries outside the United States. Credco also finances certain interest-earning and discounted revolving loans generated by cardmember spending on American Express credit cards issued in non-U.S. markets, although interest bearing and revolving loans are primarily funded by subsidiaries of TRS other than Credco.

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

American Express provides Credco with financial support with respect to maintenance of its minimum overall 1.25 fixed charge coverage ratio, which is achieved by charging appropriate discount rates on the purchases of receivables Credco makes from, and the interest rates on the loans Credco provides to, TRS and other American Express subsidiaries. Each monthly period, the discount and interest rates are determined to generate income for Credco that is sufficient to maintain its minimum fixed charge coverage ratio.

The accompanying Consolidated Financial Statements should be read in conjunction with the financial statements incorporated by reference in the Credco Form 10-K for the year ended December 31, 2012.

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

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expense. These accounting estimates reflect the best judgment of management, but actual results could differ.

Certain reclassifications of prior period amounts have been made to conform to the current period presentation. These reclassifications did not have a material impact on Credco’s financial position, results of operations or cash flows.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on Credco’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability.

GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:

Credco monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, Credco discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred.

The following table summarizes Credco’s financial assets and financial liabilities measured at fair value on a recurring basis, categorized by GAAP’s valuation hierarchy as Level 2 (as described in the preceding paragraphs), as of June 30, 2013 and December 31, 2012:

Valuation Techniques Used in the Fair Value Measurement of Financial Assets and Financial Liabilities Carried at Fair Value

For the financial assets and liabilities measured at fair value on a recurring basis (categorized in the valuation hierarchy table above), Credco applies the following valuation techniques:

The fair value of Credco’s derivative financial instruments is estimated by third-party valuation services that use proprietary pricing models or by internal pricing models, where the inputs to those models are readily observable from actively quoted markets. The pricing models used are consistently applied and reflect the contractual terms of the derivatives as described below. Credco reaffirms its understanding of the valuation techniques used by the third-party valuation service at least annually. Credco’s derivative instruments are classified within Level 2 of the fair value hierarchy.

The fair value of Credco’s interest rate swaps is determined based on a discounted cash flow method using the following significant inputs: the contractual terms of the swap such as the notional amount, fixed coupon rate, floating coupon rate (based on interbank rates consistent with the frequency and currency of the interest cash flows) and tenor, as well as discount rates consistent with the underlying economic factors of the currency in which the cash flows are denominated.

The fair value of foreign exchange forward contracts is determined based on a discounted cash flow method using the following significant inputs: the contractual terms of the forward contracts such as the notional amount, maturity dates and contract rate, as well as relevant foreign currency forward curves, and discount rates consistent with the underlying economic factors of the currency in which the cash flows are denominated.

Credit valuation adjustments are necessary when the market parameters, such as a benchmark curve used to value derivatives, are not indicative of the credit quality of Credco or its counterparties. Credco considers the counterparty credit risk by applying an observable forecasted default rate to the current exposure. Refer to Note 5 for additional fair value information.

The following table discloses the estimated fair value for Credco’s financial assets and financial liabilities that are not required to be carried at fair value on a recurring basis, as of June 30, 2013 and December 31, 2012:



	Carrying		Corresponding Fair Value Amount

2013 (Billions)		Value		Total		Level 2	Level 3
Financial Assets:
Financial assets for which carrying values equal or approximate fair value	$	21.5	$	21.5	$	21.5	$ —
Financial assets carried at other than fair value
Cardmember loans	$	0.4	$	0.4	$	—	$ 0.4
Loans to affiliates	$	9.8	$	9.8	$	6.5	$ 3.3

Financial Liabilities:
Financial liabilities for which carrying values equal or approximate fair value	$	8.0	$	8.0	$	8.0	$ —
Financial liabilities carried at other than fair value
Long-term debt	$	20.9	$	21.3	$	21.3	$ —




	Carrying		Corresponding Fair Value Amount

2012 (Billions)		Value		Total		Level 2	Level 3
Financial Assets:
Financial assets for which carrying values equal or approximate fair value	$	19.8	$	19.8	$	19.8	$ —
Financial assets carried at other than fair value
Cardmember loans	$	0.5	$	0.5	$	—	$ 0.5
Loans to affiliates	$	13.2	$	13.2	$	9.5	$ 3.7

Financial Liabilities:
Financial liabilities for which carrying values equal or approximate fair value	$	6.5	$	6.5	$	6.5	$ —
Financial liabilities carried at other than fair value
Long-term debt	$	24.0	$	24.5	$	24.5	$ —

The fair values of these financial assets/liabilities are estimates based upon the market conditions and perceived risks as of June 30, 2013 and December 31, 2012, and require management judgment. These figures may not be indicative of future fair values. The fair value of Credco cannot be reliably estimated by aggregating the amounts presented.

Valuation Techniques Used in the Fair Value Measurement of Financial Assets and Financial Liabilities Carried at Other Than Fair Value

For the financial assets and liabilities that are not required to be carried at fair value on a recurring basis (categorized in the valuation hierarchy table above), Credco applies the following valuation techniques to measure fair value:

Financial assets for which carrying values equal or approximate fair value include cash and cash equivalents, cardmember receivables, due from affiliates, accrued interest and certain other assets. For these assets, the carrying values approximate fair value because they are short term in duration, have no defined maturity or have a market-based interest rate.

Cardmember loans are recorded at historical cost, less reserves, on the Consolidated Balance Sheets. In estimating the fair value for Credco’s cardmember loans Credco uses a discounted cash flow model. Due to the lack of a comparable whole loan sales market for similar credit card receivables and the lack of observable pricing inputs thereof, Credco uses various inputs derived from an equivalent securitization market to estimate fair value. Such inputs include projected income (inclusive of future interest payments), estimated pay-down rates, discount rates and relevant credit costs.

Loans to affiliates are recorded at historical cost on the Consolidated Balance Sheets. In estimating the fair value for Credco’s loans to affiliates, Credco uses discounted cash flow models. For loans to affiliates collateralized by cardmember loans, Credco derives the value of the loans based on the fair value of the underlying collateral used to finance the loans using a discounted cash flow model with inputs as detailed above (cardmember loans), and as such is classified as Level 3. For the remaining loans to affiliates, the models use market observable interest rates and adjust those rates for necessary risks.

Financial Liabilities for Which Carrying Values Equal or Approximate Fair Value

Financial liabilities for which carrying values equal or approximate fair value include short-term debt, short-term debt to affiliates, accrued interest and certain other liabilities for which the carrying values approximate fair value because they are short term in duration, have no defined maturity or have a market-based interest rate.

Long-term debt is recorded at historical issuance cost on the Consolidated Balance Sheets adjusted for the impact of fair value hedge accounting on certain fixed-rate notes and current translation rates for foreign-denominated debt. The fair value of Credco’s long-term debt is measured using quoted offer prices when quoted market prices are available. If quoted market prices are not available, the fair value is determined by discounting the future cash flows of each instrument at rates currently observed in publicly-traded debt markets for debt of similar terms and credit risk. For long-term debt, where there are no rates currently observable in publicly-traded debt markets of similar terms and comparable credit risk, Credco uses market interest rates and adjusts those rates for necessary risks, including its own credit risk. In determining an appropriate spread to reflect its credit standing, Credco considers credit default swap spreads, bond yields of other long-term debt offered by Credco, and interest rates currently offered to Credco for similar debt instruments of comparable maturities.

Credco did not have any assets that were measured at fair value for impairment on a nonrecurring basis during the six months ended June 30, 2013 or during the year ended December 31, 2012.

As described below, American Express’ charge and lending payment card products result in the generation of cardmember receivables and cardmember loans, respectively.

Cardmember receivables represent amounts due from customers of American Express and certain of its affiliates’ charge card products. For American Express, the cardmember receivables are recorded at the time a cardmember enters into a point-of-sale transaction with a merchant. Each charge card transaction is authorized based on its likely economics reflecting a cardmember’s most recent credit information and spend patterns. Additionally, global spend limits are established to limit the maximum exposure for American Express.

Credco records these cardmember receivables at the time they are purchased from TRS and certain of its subsidiaries that issue the card (card issuers). The total volume of cardmember receivables purchased during the six months ended June 30, 2013 and 2012 was approximately $107 billion and $96 billion, respectively. Cardmember receivable balances are presented on the Consolidated Balance Sheets, net of reserves for losses (refer to Note 4). Cardmember receivables also include participation interests purchased from an affiliate. Participation interests in cardmember receivables represent undivided interests in the cash flows of the non-interest-earning cardmember receivables. In conjunction with TRS’ securitization program, Credco, through its wholly owned subsidiary, Credco Receivables Corporation (CRC), purchases participation interests from American Express Receivables Financing Corporation V LLC (RFC V) and American Express Receivables Financing Corporation VIII LLC (RFC VIII), wholly owned subsidiaries of TRS that receive undivided, pro rata interests in cardmember receivables transferred to the American Express Issuance Trust (the Charge Trust) and American Express Issuance Trust II (the Charge Trust II), respectively, by TRS, and are collectively referred to as the Charge Trusts. The Charge Trusts are special purpose entities that are consolidated by TRS. As of June 30, 2013 and December 31, 2012, CRC owned approximately $4.5 billion and $1.7 billion, respectively, of participation interests in cardmember receivables purchased without recourse from RFC V. As of June 30, 2013 and December 31, 2012, CRC owned approximately $2.0 billion and $2.9 billion, respectively, of participation interests in cardmember receivables purchased without recourse from RFC VIII.

Cardmember loans represent amounts due from customers of American Express and certain of its affiliates’ lending card products. For American Express, these cardmember loans are recorded at the time a cardmember enters into a point-of-sale transaction with a merchant or when a charge card customer enters into an extended payment arrangement with American Express. American Express’ lending portfolios primarily include revolving loans to cardmembers obtained through either their credit card accounts or the lending-on-charge feature of their charge card accounts. These loans have a range of terms such as credit limits, interest rates, fees and payment structures, which can be revised over time based on new information about cardmembers and in accordance with applicable regulations and the respective product’s terms and conditions. Cardmembers holding revolving loans are typically required to make monthly payments based on pre-established amounts. The amounts that cardmembers choose to revolve are subject to finance charges.

Credco records these cardmember loans at the time they are purchased from TRS and certain of its affiliates. The total volume of cardmember loans purchased during the six months ended June 30, 2013 and 2012 was $1.9 billion and $1.6 billion, respectively. Cardmember loans are presented on the Consolidated Balance Sheets, net of reserves for losses (refer to Note 4), and include principal, accrued interest and fees receivable. Credco’s policy generally is to cease accruing interest on a cardmember loan at the time the account is written off, and establish reserves for interest that Credco believes will not be collected.

Generally, a cardmember account is considered past due if payment is not received within 30 days after the billing statement date. The following table represents the aging of cardmember receivables and loans as of June 30, 2013 and December 31, 2012:



2013 (Millions)	Current			30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due		Total
Cardmember Receivables:
U.S. Consumer and Small Business Services	$	5,942		$	30		$	10		$	26	$ 6,008
International and Global Commercial Services^(a)		(b	)		(b	)		(b	)	$	95	$ 11,924
Cardmember Loans:
International Card Services^(c)	$	443		$	3		$	1		$	3	$ 450



2012 (Millions)	Current			30-59 Days Past Due			60-89 Days Past Due			90+ Days Past Due		Total
Cardmember Receivables:
U.S. Consumer and Small Business Services	$	4,420		$	15		$	9		$	20	$ 4,464
International and Global Commercial Services^(a)		(b	)		(b	)		(b	)	$	90	$ 10,898
Cardmember Loans:
International Card Services^(c)	$	454		$	3		$	2		$	3	$ 462

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




	2013				2012
	Net Write-off Rate^(a)		30 Days Past Due as a % of Total		Net Write-off Rate^(a)		30 Days Past Due as a % of Total
Cardmember Receivables:
U.S. Consumer and Small Business Services	1.20	%	1.10	%	1.49	%	1.24%
Cardmember Loans:
International Card Services	0.87	%	1.56	%	0.48	%	1.68%





	2013				2012
	Net Loss Ratio as a % of Charge Volume^(b)		90 Days Past Billing as a % of Receivables		Net Loss Ratio as a % of Charge Volume^(b)		90 Days Past Billing as a % of Receivables
Cardmember Receivables:
International and Global Commercial Services	0.07	%	0.80	%	0.07	%	0.67%

Refer to Note 4 for additional indicators, including external environmental qualitative factors, management considers in its monthly evaluation process for reserves for losses.

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

Reserves for losses are primarily based upon statistical models that analyze portfolio performance and reflect management’s judgment regarding the quantitative components of the reserve adequacy. The models take into account several factors, including loss migration rates and average losses and recoveries over an appropriate historical period. Management considers whether to adjust the models for specific qualitative factors such as increased risk in certain portfolios, impact of risk management initiatives on portfolio performance and concentration of credit risk based on factors such as vintage, industry or geographic regions. In addition, management may increase or decrease the reserves for losses on cardmember loans for other external environmental qualitative factors, including various indicators related to employment, spend, sentiment, housing and credit, as well as the legal and regulatory environment. Generally, due to the short-term nature of cardmember receivables, the impact of additional external qualitative factors on the probable losses inherent within the cardmember receivables portfolio is not significant. As part of this evaluation process, management also considers various reserve coverage metrics, such as reserves as a percentage of past-due amounts, reserves as a percentage of cardmember receivables or loans and net write-off coverage.

Cardmember loans and receivables balances are written-off when management considers amounts to be uncollectible, which is generally determined by the number of days past due and is typically no later than 180 days past due. Cardmember loans and receivables in bankruptcy or owed by deceased individuals are generally written off upon notification and recoveries are recognized as they are collected.

The following table presents changes in the cardmember receivables reserve for losses for the six months ended June 30:

The following table presents changes in the cardmember loans reserve for losses for the six months ended June 30:

Credco uses derivative financial instruments (derivatives) to manage exposures to various market risks. Derivatives derive their value from an underlying variable or multiple variables, including interest rate and foreign exchange rate. These instruments enable end users to increase, reduce or alter exposure to various market risks and, for that reason, are an integral component of Credco’s market risk management. Credco does not engage in derivatives for trading purposes.

Market risk is the risk to earnings or value resulting from movements in market prices. Credco’s market risk exposure is primarily generated by:

American Express centrally monitors market risks using market risk limits and escalation triggers as defined in its Asset/Liability Management Policy.

Interest rate exposure within Credco’s charge card and fixed-rate lending products is managed by varying the proportion of total funding provided by short-term and variable-rate debt compared to fixed-rate debt. In addition, interest rate swaps are used from time to time to economically convert fixed-rate debt obligations to variable-rate obligations or to convert variable-rate debt obligations to fixed-rate obligations. Credco may change the mix between variable-rate and fixed-rate funding based on changes in business volumes and mix, among other factors.

Foreign exchange risk is generated by (i) funding foreign currency cardmember receivables and loans with U.S. dollars and (ii) foreign subsidiary equity and foreign currency earnings in entities outside the United States. Credco hedges market exposure to the extent it is economically justified through various means, including the use of derivatives such as foreign exchange forwards and cross-currency swap contracts, which can help mitigate Credco’s exposure to specific currencies. Exposures from foreign subsidiary equity in Credco’s entities outside the United States are hedged through various means, including the use of foreign currency debt and foreign exchange forwards executed either by Credco or TRS.

Derivatives may give rise to counterparty credit risk, which is the risk that a derivative counterparty will default on, or otherwise be unable to perform pursuant to, an uncollateralized derivative exposure. Credco manages this risk by considering the current exposure, which is the replacement cost of contracts on the measurement date, as well as estimating the maximum potential value of the contracts over the next 12 months, considering such factors as the volatility of the underlying or reference index. To mitigate derivative credit risk, counterparties are required to be pre-approved by American Express and rated as investment grade. Counterparty risk exposures are centrally monitored by American Express. Additionally, in order to mitigate the bilateral counterparty credit risk associated with derivatives, Credco has in certain instances entered into master netting agreements with its derivative counterparties, which provide a right of offset for certain exposures between the parties. A significant portion of Credco’s derivative assets and liabilities as of June 30, 2013 and December 31, 2012 is subject to such master netting agreements with its derivative counterparties. There are no instances where management makes an accounting policy election to not net assets and liabilities subject to an enforceable master netting agreement on Credco’s Consolidated Balance Sheets. To further mitigate bilateral counterparty credit risk, Credco exercises its rights under executed credit support agreements with certain of its derivative counterparties. These agreements require that, in the event the fair value change in the net derivatives position between the two parties exceeds certain dollar thresholds, the party in the net liability position posts collateral to its counterparty.

In relation to Credco’s credit risk, under the terms of the derivative agreements it has with its various counterparties, Credco is not required to either immediately settle any outstanding liability balances or post collateral upon the occurrence of a specified credit risk-related event. Based on the assessment of credit risk of Credco’s derivative counterparties as of June 30, 2013 and December 31, 2012, Credco does not have derivative positions that warrant credit valuation adjustments.

Credco’s derivatives are carried at fair value on the Consolidated Balance Sheets. The accounting for changes in fair value depends on the instruments’ intended use and the resulting hedge designation, if any, as discussed below. Refer to Note 2 for a description of Credco’s methodology for determining the fair value of derivatives.

The following table summarizes the total fair value, excluding interest accruals, of derivative assets and liabilities as of June 30, 2013 and December 31, 2012:




		Deferred Charges and Other Assets Fair Value						Accrued Interest and Other Liabilities Fair Value

(Millions)		2013			2012			2013		2012
Derivatives designated as hedging instruments:
Interest rate contracts
Fair value hedges	$	223		$	406		$	—		$ —
Cash flow hedges		—			—			—		—
Foreign exchange contracts
Net investment hedges		66			6			3		6

Total derivatives designated as hedging instruments	$	289		$	412		$	3		$ 6

Derivatives not designated as hedging instruments:
Foreign exchange contracts	$	31		$	20		$	68		$ 73

Total derivatives not designated as hedging instruments	$	31		$	20		$	68		$ 73

Total derivatives gross	$	320		$	432		$	71		$ 79

Cash collateral netting^(a)		(205	)		(160	)		—		—

Derivative asset and derivative liability netting^(b)		(14	)		(7	)		(14	)	(7)

Total derivatives, net^(c)	$	101		$	265		$	57		$ 72

Derivatives executed for hedge accounting purposes are documented and designated as such when Credco enters into the contracts. In accordance with its risk management policies, Credco structures its hedges with terms similar to that of the item being hedged. Credco formally assesses, at inception of the hedge accounting relationship and on a quarterly basis, whether derivatives designated as hedges are highly effective in offsetting the changes in fair value or cash flows of the hedged items. These assessments usually are made through the application of a regression analysis method. If it is determined that a derivative is not highly effective as a hedge, Credco will discontinue the application of hedge accounting.

A fair value hedge involves a derivative designated to hedge Credco’s exposure to future changes in the fair value of an asset or a liability, or an identified portion thereof that is attributable to a particular risk. Credco is exposed to interest rate risk associated with its fixed-rate long-term debt. Credco uses interest rate swaps to economically convert certain fixed-rate long-term debt obligations to floating-rate obligations at the time of issuance. As of June 30, 2013 and December 31, 2012, Credco hedged $12.5 billion and $14.4 billion, respectively, of its fixed-rate debt to floating-rate debt using interest rate swaps.

To the extent the fair value hedge is effective, the gain or loss on the hedging instrument offsets the loss or gain on the hedged item attributable to the hedged risk. Any difference between the changes in the fair value of the derivative and the hedged item is referred to as hedge ineffectiveness and is reflected in earnings as a component of other expenses.

Hedge ineffectiveness may be caused by differences between the debt’s interest coupon and the benchmark rate, primarily due to credit spreads at inception of the hedging relationship that are not reflected in the valuation of the interest rate swap. Furthermore, hedge ineffectiveness may be caused by changes in the relationship between 3-month LIBOR and 1-month LIBOR, as well as between the overnight indexed swap (OIS) and 1-month LIBOR, as basis spreads may impact the valuation of the interest rate swap without causing an offsetting impact in the value of the hedged debt. If a fair value hedge is de-designated or no longer considered to be effective, changes in fair value of the derivative continue to be recorded through earnings but the hedged asset or liability is no longer adjusted for changes in fair value resulting from changes in interest rates. The existing basis adjustment of the hedged asset or liability is amortized or accreted as an adjustment to yield over the remaining life of that asset or liability.

The following table summarizes the impact on the Consolidated Statements of Income and Retained Earnings associated with Credco’s hedges of its fixed-rate long-term debt:



For the Three Months Ended June 30: (Millions)


	Gains (losses) recognized in income

	Derivative contract							Hedged item							Net hedge ineffectiveness
Derivative Relationship	Income Statement Line Item		Amount					Income Statement Line Item		Amount					Net hedge ineffectiveness
Derivative Relationship	Income Statement Line Item		2013			2012		Income Statement Line Item		2013		2012			2013		2012
Interest rate contracts	Other, net expenses	$	(113	)	$	34		Other, net expenses	$	110	$	(32	)	$	(3	)	$ 2




For the Six Months Ended June 30: (Millions)


	Gains (losses) recognized in income

	Derivative contract							Hedged item							Net hedge ineffectiveness
Derivative Relationship	Income Statement Line Item		Amount					Income Statement Line Item		Amount					Net hedge ineffectiveness
Derivative Relationship	Income Statement Line Item		2013			2012		Income Statement Line Item		2013		2012			2013		2012
Interest rate contracts	Other, net expenses	$	(179	)	$	(4	)	Other, net expenses	$	181	$	(3	)	$	2		$ (7)

Credco also recognized a net reduction in interest expense of $64 million and $73 million for the three months ended June 30, 2013 and 2012, respectively, primarily related to the net settlements (interest accruals) on Credco’s interest rate derivatives designated as fair value hedges. For the six months ended June 30, 2013 and 2012, the impact on interest expense was a net reduction of $140 million and $141 million, respectively.

A cash flow hedge involves a derivative designated to hedge Credco’s exposure to variable future cash flows attributable to a particular risk. Such exposures may relate to either an existing recognized asset or liability, or a forecasted transaction. Credco hedges existing long-term variable-rate debt, the rollover of short-term borrowings and the anticipated forecasted issuance of additional funding through the use of derivatives, primarily interest rate swaps. These derivative instruments economically convert floating-rate debt obligations to fixed-rate obligations for the duration of the instrument. As of June 30, 2013 and December 31, 2012, Credco did not hedge any of its floating-rate debt using interest rate swaps.

For derivatives designated as cash flow hedges, the effective portion of the gain or loss on the derivatives is recorded in AOCI and reclassified into earnings when the hedged cash flows are recognized in earnings. The amount that is reclassified into earnings is presented in the Consolidated Statements of Income in the same line item in which the hedged instrument or transaction is recognized, primarily in interest expense. Any ineffective portion of the gain or loss on the derivatives is reported as a component of other expenses. If a cash flow hedge is de-designated or terminated prior to maturity, the amount previously recorded in AOCI is recognized into earnings over the period that the hedged item impacts earnings. If a hedge relationship is discontinued because it is probable that the forecasted transaction will not occur according to the original strategy, any related amounts previously recorded in AOCI are recognized into earnings immediately. No ineffectiveness or other amounts were reclassified from AOCI into income for the three and six months ended June 30, 2013 and three months ended June 30, 2012. For the six months ended June 30, 2012, an amount of $(1) million loss was reclassified from AOCI into income.

In the normal course of business, as the hedged cash flows are recognized into earnings, Credco does not expect to reclassify any amount of net pretax losses on derivatives from AOCI into earnings during the next 12 months.

A net investment hedge is used to hedge future changes in currency exposure of a net investment in a foreign operation. Credco primarily designates foreign currency derivatives, typically foreign exchange forwards, and on occasion foreign currency denominated debt, as hedges of net investments in certain foreign operations. These instruments reduce exposure to changes in currency exchange rates on Credco’s investments in non-U.S. subsidiaries. The effective portion of the gain on net investment hedges, net of taxes, recorded in AOCI as part of the cumulative translation adjustment, was $58 million and $55 million for the three months ended June 30, 2013 and 2012, respectively. For the six months ended June 30, 2013 and 2012, the effective portion of the gain (loss) on net investment hedges, net of taxes, was $19 million and $(12) million, respectively. Any ineffective portion of the gain or (loss) on net investment hedges is recognized in other expenses during the period of change. No ineffectiveness or other amounts were reclassified from AOCI into income for the six months ended June 30, 2013 or 2012.

Credco has derivatives that act as economic hedges, but are not designated as such for hedge accounting purposes. Foreign currency transactions and non-U.S. dollar cash flow exposures from time to time may be partially or fully economically hedged through foreign currency contracts, primarily foreign exchange forwards. These hedges generally mature within one year. Foreign currency contracts involve the purchase and sale of a designated currency at an agreed upon rate for settlement on a specified date. The changes in the fair value of the derivatives effectively offset the related foreign exchange gains or losses on the underlying balance sheet exposures. From time to time, Credco may enter into interest rate swaps to specifically manage funding costs related to American Express’ proprietary card business.

For derivatives that are not designated as hedges, changes in fair value are reported in current period earnings.

The following table summarizes the impact on pretax earnings of derivatives not designated as hedges, as reported on the Consolidated Statements of Income and Retained Earnings:



For the Three Months Ended June 30: (Millions)

	Pretax gains (losses)

		Amount

Description	Income Statement Line Item	2013			2012
Foreign exchange contracts	Other, net expenses	$	(89	)	$ 61

Total		$	(89	)	$ 61





For the Six Months Ended June 30: (Millions)

	Pretax gains (losses)

		Amount

Description	Income Statement Line Item	2013			2012
Foreign exchange contracts	Other, net expenses	$	50		$ —

Total		$	50		$ —

Credco has established a variable interest entity (VIE), American Express Canada Credit Corporation (AECCC), used primarily to loan funds to affiliates. AECCC has a shelf registration in Canada for a medium-term note program providing for the issuance of notes by AECCC. All notes issued under this program are fully guaranteed by Credco. These medium-term note issuances are the primary source of financing loans to the Canadian affiliate. Credco is considered the primary beneficiary of the entity and owns all of the outstanding voting interests and therefore, consolidates the entity in accordance with accounting guidance governing consolidation of VIEs. Total assets as of June 30, 2013 and December 31, 2012, were $2.3 billion and $2.4 billion, respectively, the majority of which were eliminated in consolidation. Total liabilities as of June 30, 2013 and December 31, 2012, were $2.2 billion and $2.4 billion, respectively, and were primarily recorded in long-term debt. As of June 30, 2013 and December 31, 2012, nil and $76 million, respectively, of liabilities were eliminated in consolidation. The assets of the VIE are not used solely to settle the obligations of the VIE. The note holders of the VIE have recourse to Credco.

AOCI is a balance sheet item in the Shareholder’s Equity section of Credco’s Consolidated Balance Sheets. It is comprised of items that have not been recognized in earnings but may be recognized in earnings in the future when certain events occur. Changes in each component of AOCI for the three and six months ended June 30, 2013 and 2012 were as follows:



For the Three Months Ended June 30, 2013 (Millions), net of tax	Net Unrealized Gains (Losses) on Cash Flow Hedges		Foreign Currency Translation Adjustments			Accumulated Other Comprehensive (Loss) Income
Balances as of March 31, 2013	$	—	$	26		$ 26

Net unrealized losses		—		—		—
Reclassification for realized losses into earnings		—		—		—
Foreign currency translation adjustments		—		(451	)	(451)
Net gains related to hedges of investment in foreign operations		—		58		58

Net change in accumulated other comprehensive (loss) income		—		(393	)	(393)

Balances as of June 30, 2013	$	—	$	(367	)	$ (367)





For the Six Months Ended June 30, 2013 (Millions), net of tax	Net Unrealized Gains (Losses) on Cash Flow Hedges		Foreign Currency Translation Adjustments			Accumulated Other Comprehensive (Loss) Income
Balances as of December 31, 2012	$	—	$	8		$ 8

Net unrealized losses		—		—		—
Reclassification for realized losses into earnings		—		—		—
Foreign currency translation adjustments		—		(394	)	(394)
Net gains related to hedges of investment in foreign operations		—		19		19

Net change in accumulated other comprehensive (loss) income		—		(375	)	(375)

Balances as of June 30, 2013	$	—	$	(367	)	$ (367)





For the Three Months Ended June 30, 2012 (Millions), net of tax	Net Unrealized Gains (Losses) on Cash Flow Hedges		Foreign Currency Translation Adjustments			Accumulated Other Comprehensive (Loss) Income
Balances as of March 31, 2012	$	—	$	64		$ 64

Net unrealized losses		—		—		—
Reclassification for realized losses into earnings		—		—		—
Foreign currency translation adjustments		—		(235	)	(235)
Net gains related to hedges of investment in foreign operations		—		55		55

Net change in accumulated other comprehensive (loss) income		—		(180	)	(180)

Balances as of June 30, 2012	$	—	$	(116	)	$ (116)



For the Six Months Ended June 30, 2012 (Millions), net of tax	Net Unrealized Gains (Losses) on Cash Flow Hedges			Foreign Currency Translation Adjustments			Accumulated Other Comprehensive (Loss) Income
Balances as of December 31, 2011	$	(1	)	$	(58	)	$ (59)

Net unrealized losses		—			—		—
Reclassification for realized losses into earnings		1			—		1
Foreign currency translation adjustments		—			(46	)	(46)
Net gains related to hedges of investment in foreign operations		—			(12	)	(12)

Net change in accumulated other comprehensive (loss) income		1			(58	)	(57)

Balances as of June 30, 2012	$	—		$	(116	)	$ (116)

No amounts were reclassified out of AOCI into the Consolidated Statement of Income for the three and six months ended June 30, 2013.

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

American Express is under continuous examination by the Internal Revenue Service (IRS) and tax authorities in other countries and states in which American Express has significant business operations. The tax years under examination and open for examination vary by jurisdiction. The IRS has completed its field examination of American Express’ federal tax returns for years through 2007; however, refund claims for certain years continue to be reviewed by the IRS. In addition, American Express is currently under examination by the IRS for the years 2008 through 2011.

Credco believes it is reasonably possible that its unrecognized tax benefits could decrease within the next 12 months by as much as $501 million principally as a result of potential resolutions of prior years’ tax items with various taxing authorities. The prior years’ tax items include unrecognized tax benefits relating to the deductibility of certain expenses or losses and the attribution of taxable income to a particular jurisdiction or jurisdictions. Of the $501 million of unrecognized tax benefits, approximately $489 million relates to amounts that if recognized would be recorded to shareholder’s equity and would not impact the effective tax rate. With respect to the remaining $12 million, it is not possible to quantify the impact that the decrease could have on the effective tax rate and net income due to the inherent complexities and the number of tax years open for examination in multiple jurisdictions. Resolution of the prior years’ items that comprise this remaining amount could have a material impact on the effective tax rate and on net income, either favorably (principally as a result of settlements that are less than the liability for unrecognized tax benefits) or unfavorably (if such settlements exceed the liability for unrecognized tax benefits).

The effective tax rates were (80.4) percent and (45.0) percent for the three and six months ended June 30, 2013, respectively, and (17.9) percent and (23.4) percent for the three and six months ended June 30, 2012, respectively. The tax rate in each of the periods reflects the geographic mix of expenses in the United States attracting a 35 percent statutory benefit and foreign earnings taxed at lower rates, which are indefinitely reinvested. The tax rates for the three and six months ended June 30, 2013 and for the six months ended June 30, 2012 also reflect the impact of certain prior years’ tax items.

The tax rates in all periods reflect the favorable impact of the tax benefit related to Credco’s ongoing funding activities outside the United States. Credco’s provision for income taxes for interim financial periods is not based on an estimated annual effective rate due to volatility in certain components of revenues and expenses which prevent Credco from projecting a reliable estimate of full year pretax income. A discrete calculation of the provision for income taxes is calculated for each interim period.

Credco is engaged in the business of financing non-interest-earning cardmember receivables arising from the use of the American Express^® Card, the American Express^® Gold Card, Platinum Card^®, Corporate Card and other American Express cards issued in the United States and in certain countries outside the United States. Credco also finances certain interest-earning and discounted revolving loans generated by cardmember spending on American Express credit cards issued in non-U.S. markets, although interest-earning and revolving loans are primarily funded by subsidiaries of TRS other than Credco.

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

American Express’ results for second quarter of 2013 reflect a continued healthy spending growth and strong credit performance in both the United States and internationally. The rate of spending growth was relatively consistent with the past several quarters, and was higher than in the prior quarter internationally.

Competition remains extremely intense across American Express’ businesses. In addition, the global economic environment remains uneven. While American Express’ business is diversified, any impact of potential U.S. income tax law changes and continued budget and debt ceiling discussions in Washington remains uncertain. In addition, the current instability in Europe could further adversely affect global economic conditions, including continued pressure on consumer and corporate confidence and spending.

Pretax income depends primarily on the volume of cardmember receivables and loans purchased, the discount factor used to determine purchase price, interest earned, interest expense and collectibility of cardmember receivables and loans purchased.

Credco’s consolidated net income increased $82 million or 42 percent for the six months ended June 30, 2013 as compared to the same period in 2012. The year-over-year increase is primarily due to higher discount revenues earned from purchased cardmember receivables and loans, lower interest expense and higher income tax benefit, partially offset by lower interest income from affiliates and a higher provision for losses.

The following table summarizes the changes attributable to the increase (decrease) in key revenue and expense accounts for the six months ended June 30:




(Millions)	2013			2012

Discount revenue earned from purchased cardmember receivables and loans:
Volume of receivables and loans purchased	$	30		$ 25
Discount rates		11		(2)

Total	$	41		$ 23


Interest income from affiliates:
Average loans to affiliates	$	20		$ 1
Interest rates		(59	)	8

Total	$	(39	)	$ 9


Interest income from investments:
Average investments outstanding	$	(2	)	$ (1)
Interest rates		—		3

Total	$	(2	)	$ 2


Finance revenue:
Average cardmember loans outstanding	$	2		$ 2
Interest rates		(1	)	—

Total	$	1		$ 2


Interest expense:
Average debt outstanding	$	20		$ 37
Interest rates		(67	)	2

Total	$	(47	)	$ 39


Interest expense to affiliates:
Average debt outstanding	$	—		$ (1)
Interest rates		(5	)	3

Total	$	(5	)	$ 2

Discount revenue increased 16 percent or $41 million to $297 million for the six months ended June 30, 2013, as compared to $256 million for the same period in 2012. This change was primarily due to an increase in volume of cardmember receivables and loans purchased for the six months ended June 30, 2013, which increased 11 percent to $109 billion from $98 billion for the same period in 2012. Discount rates, which vary over time due to changes in market interest rates and changes in the collectibility of cardmember receivables, remained relatively flat year over year.

Interest income from affiliates decreased 15 percent or $39 million to $218 million for the six months ended June 30, 2013, as compared to $257 million for the same period in 2012. This change was primarily driven by a decrease of 102 basis points in annualized effective interest rate charged to affiliates to 3.68 percent for the six months ended June 30, 2013 from 4.7 percent for the same period in 2012, partially offset by an increase in the average loan to affiliates balance to $11.8 billion for the six months ended June 30, 2013 from $11.0 billion for the same period in 2012.

Interest income from investments decreased 50 percent or $2 million to $2 million for the six months ended June 30, 2013 as compared to $4 million for the same period in 2012. The decrease was primarily driven by lower average investment balances during 2013.

Finance revenue increased 5 percent or $1 million to $22 million for the six months ended June 30, 2013, as compared to $21 million for the same period in 2012. This change was primarily driven by an increase in the average cardmember loan balance outstanding during 2013.

Provisions for losses increased 21 percent or $13 million to $76 million for the six months ended June 30, 2013, as compared to $63 million for the same period in 2012. The increase was primarily driven by an increase in the volume of cardmember receivables and loans purchased.

Interest expense decreased 13 percent or $47 million to $321 million for the six months ended June 30, 2013, as compared to $368 million for the same period in 2012. This was primarily due to a decrease in annualized effective interest rates of 59 basis points to 2.8 percent for the six months ended June 30, 2013, from 3.39 percent for the same period in 2012, partially offset by an increase in the volume of average debt outstanding, which increased 5 percent to $23 billion for the six months ended June 30, 2013, as compared to $22 billion for the same period in 2012.

Interest expense to affiliates decreased 56 percent or $5 million to $4 million for the six months ended June 30, 2013, as compared to $9 million for the same period in 2012. This decrease was primarily driven by the effective annualized interest rate on average debt outstanding to affiliates, which decreased by 21 basis points to 17 basis points for the six months ended June 30, 2013, from 38 basis points for the same period in 2012, while average debt outstanding to affiliates remained relatively flat.

The benefit recorded in other, net expenses decreased $7 million to a benefit of $53 million for the six months ended June 30, 2013, from a benefit of $60 million for the six months ended June 30, 2012. This change was primarily driven by a $14 million decrease in the forward points gain generated by foreign exchange forward contracts, partially offset by a benefit in fair value hedge ineffectiveness of $8 million driven by a gain of $2 million for the six months ended June 30, 2013, as compared to a loss of $6 million for the same period in 2012. Credco uses foreign exchange forward contracts to manage foreign exchange risk for certain cross-currency funding activities. At inception, the difference between the spot rate and the contractual forward rate, referred to as the forward points, generates gains (or losses) as a component of the derivative contract’s valuation.

The effective tax rates for the six months ended June 30, 2013 and 2012 were (45.0) percent and (23.4) percent, respectively. The tax rate in each of the periods primarily reflects the favorable impact of the tax benefit related to Credco’s ongoing funding activities outside the United States as well as the impact of certain prior years’ tax items.

As of June 30, 2013 and December 31, 2012, Credco owned $17.9 billion and $15.4 billion, respectively, of gross cardmember receivables. Cardmember receivables represent amounts due from charge card customers and are recorded at the time they are purchased from the seller. Included in cardmember receivables are Credco Receivable Corporation’s (CRC) purchases of the participation interests from American Express Receivables Financing Corporation V LLC (RFC V) and American Express Receivables Financing Corporation VIII LLC (RFC VIII) in conjunction with TRS’ securitization program. As of June 30, 2013 and December 31, 2012, CRC owned approximately $6.5 billion and $4.6 billion, respectively, of such participation interests.

Gross cardmember receivables owned as of June 30, 2013 increased approximately $2.5 billion from December 31, 2012, primarily as a result of an increase in cardmember receivables purchased driven by an increase in the seller’s interest in the American Express Issuance Trust (the Charge Trust) and the American Express Issuance Trust II (the Charge Trust II), collectively referred to as the Charge Trusts.

As of June 30, 2013 and December 31, 2012, Credco owned gross cardmember loans totaling $450 million and $462 million, respectively. These loans consist of certain interest-earning receivables comprised of American Express and American Express joint venture credit card receivables.

The following table summarizes selected information related to the cardmember receivables portfolio as of or for the six months ended June 30:




(Millions, except percentages)		2013		2012
Total gross cardmember receivables	$	17,932		$ 16,254
Loss reserves – cardmember receivables	$	91		$86
Loss reserves as a % of receivables		0.51	%	0.53%
Average life of cardmember receivables (# in days)^(a)		29		29
U.S. Consumer and Small Business gross cardmember receivables	$	6,008		$ 5,142
30 days past due as a % of total		1.10	%	1.24%
Average receivables	$	5,346		$ 3,888
Write-offs, net of recoveries	$	32		$ 29
Net write-off rate^(b)		1.20	%	1.49%
International and Global Commercial gross cardmember receivables	$	11,924		$ 11,112
90 days past billing as a % of total		0.80	%	0.67%
Write-offs, net of recoveries	$	51		$ 48
Net loss ratio^(c)		0.07	%	0.07%

Credco’s loans to affiliates represent floating-rate interest-bearing intercompany borrowings by other wholly owned subsidiaries of TRS.

The components of loans to affiliates as of June 30, 2013 and December 31, 2012 were as follows:



(Millions)	2013		2012
American Express Australia Limited	$	3,268	$ 3,791
American Express Services Europe Limited		2,943	3,040
Amex Bank of Canada		2,544	3,000
American Express Company		—	2,316
American Express Co. (Mexico) S.A. de C.V.		519	516
American Express Bank (Mexico) S.A.		403	401
American Express International, Inc.		104	114

Total^(a)	$	9,781	$ 13,178

As of June 30, 2013 and December 31, 2012, amounts due from affiliates were $3.6 billion and $4.2 billion, respectively. As of June 30, 2013 and December 31, 2012, amounts due to affiliates were $0.8 billion and $2.0 billion, respectively. These amounts relate primarily to timing differences from the purchase of cardmember receivables, net of remittances from TRS, as well as from operating activities.

Short-term debt to affiliates consists primarily of master note agreements for which there is no stated term. Credco does not expect any changes to its short-term funding strategies with affiliates.

Components of short-term debt to affiliates as of June 30, 2013 and December 31, 2012 were as follows:

Certain affiliates do not explicitly charge Credco a servicing fee for the servicing of receivables purchased. Instead Credco receives a lower discount rate on the receivables sold to Credco than would be the case if servicing fees were charged. If a servicing fee had been charged by these affiliates from which Credco purchases receivables, servicing fees to affiliates would have been higher by approximately $66 million and $69 million for the six months ended June 30, 2013 and 2012, respectively. Correspondingly, discount revenue would have increased by approximately the same amounts in these periods.

American Express has in place an enterprise-wide funding policy. The principal funding objective is to maintain broad and well-diversified funding sources to allow American Express, including Credco, to meet its maturing obligations, cost-effectively finance current and future asset growth in its global business and maintain a strong liquidity profile. The diversity of funding sources by type of debt instrument, by maturity and by investor base, among other factors, provides additional insulation from the impact of disruptions in any one type of debt, maturity or investor. The mix of Credco’s funding in any period will seek to achieve cost-efficiency consistent with both maintaining diversified sources and achieving its liquidity objectives. Credco’s funding strategy and activities are integrated into its asset-liability management activities.

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

Credco’s funding strategy for 2013 is to raise funds to meet short-term borrowings outstanding, which includes seasonal and other working capital needs and changes in receivables and other asset balances, while seeking to maintain access to a sufficient amount of its own and its affiliates’ cash and readily marketable securities that are easily convertible to cash, in order to meet the scheduled maturities of all long-term funding obligations for a 12-month period. Credco has $3.0 billion of unsecured long-term debt that will mature during the next 12 months.

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

Credco’s short-term ratings, long-term ratings and outlook as disclosed by the four major credit rating agencies are as follows:

Downgrades in the ratings of Credco’s unsecured debt could result in higher funding costs, as well as higher fees related to borrowings under its unused lines of credit. Declines in credit ratings could also reduce Credco’s borrowing capacity in the unsecured term debt and commercial paper markets. The overall level of the funding provided by Credco to other American Express affiliates is impacted by a variety of factors, among them Credco’s ratings. To the extent Credco is subject to a higher cost of funds, whether due to an adverse ratings action or otherwise, the affiliates could continue to use, or could increase their use of, alternative sources of funding for their receivables that offer better pricing. Downgrades to certain of Credco’s unsecured debt ratings in the last several years have not materially impacted Credco’s borrowing costs or resulted in a reduction in its borrowing capacity.

Credco’s issuance and sale of commercial paper is utilized for working capital needs. The amount of short-term borrowings issued in the future will depend on Credco’s funding strategy, its needs and market conditions. As of June 30, 2013 and December 31, 2012, Credco had no commercial paper outstanding. The average commercial paper outstanding was nil and $0.4 billion during the six months ended June 30, 2013 and the year ended December 31, 2012, respectively. During the year ended December 31, 2012, the maximum commercial paper outstanding was $1.0 billion and the minimum amount outstanding was nil.

Credco’s total back-up liquidity coverage, which consists of its undrawn committed bank facilities, was 44 percent and 73 percent of net short-term borrowings, including short-term debt to affiliates, as of June 30, 2013 and December 31, 2012, respectively. The undrawn committed bank credit facilities were $3.0 billion as of both June 30, 2013 and December 31, 2012.

Long-term debt is raised through the offering of debt securities in the United States and capital markets outside the United States. Long-term debt is generally defined as any debt with an original maturity greater than 12 months.

Credco had the following long-term debt outstanding as of June 30, 2013 and December 31, 2012:

Credco has the ability to issue debt securities under shelf registrations filed with the Securities and Exchange Commission (SEC). The latest shelf registration statement filed with the SEC is for an unspecified amount of debt securities to be issued. As of June 30, 2013 and December 31, 2012, Credco had $13.2 billion and $15.5 billion, respectively, of debt securities outstanding, issued under the SEC registration statement. Subsequent to June 30, 2013, Credco issued $3.0 billion of multi-tranche senior unsecured notes consisting of $1.2 billion of three year floating rate notes at a rate of 3 month-Libor plus 51 basis points, $1.0 billion of three year fixed-rate notes with a coupon of 1.3 percent and $800 million of five year fixed-rate notes with a coupon of 2.125 percent.

Credco has established a program for the issuance of debt instruments outside the United States, which is listed on the Luxembourg Stock Exchange. The prospectus for this program expired in February 2013. Credco expects to renew the prospectus as management deems appropriate. During the six months ended June 30, 2013, no notes were issued under this program. As of both June 30, 2013 and December 31, 2012, $1.2 billion of debt instruments were outstanding under this program.

Credco has also established a program in Australia for the issuance of debt securities of up to approximately $5.6 billion (AUD $6.0 billion). During the six months ended June 30, 2013, no notes were issued under this program. As of June 30, 2013 and December 31, 2012, the entire amount of approximately $5.6 billion and $6.2 billion, respectively, of notes were available for issuance under this program and the outstanding notes were nil for both periods.

Credco has also established a medium-term note program in Canada providing for the issuance, when necessary, of up to approximately $3.3 billion (CAD $3.5 billion) of notes by American Express Canada Credit Corporation (AECCC), an indirect wholly owned subsidiary of Credco. All notes issued by AECCC under this shelf registration are guaranteed by Credco. During the six months ended June 30, 2013, AECCC issued CAD $575 million of senior unsecured debt with a maturity of five years and a coupon of 2.31 percent. As of both June 30, 2013 and December 31, 2012, AECCC had $2.2 billion of medium-term notes outstanding under this program. The financial results of AECCC are included in the consolidated financial results of Credco.

The covenants of debt instruments issued by Credco impose the requirement that Credco maintain a minimum consolidated net worth of $50 million, which limits the amount of dividends Credco could pay to its parent. As of June 30, 2013, management believed Credco was in compliance with all restrictive covenants contained in its debt agreements. During the six months ended June 30, 2013 and 2012, Credco paid $184 million and $192 million, respectively, of cash dividends to TRS. The decrease in the amount of dividends is primarily driven by lower levels of net income from periods prior to the second quarter of 2013 as compared to net income from comparable periods prior to the second quarter of 2012. When considering the amount of dividends it pays, Credco takes into account the amount of capital required to maintain capital strength, support business growth and meet the expectations of debt investors. To the extent excess capital is available, it may be distributed to TRS, Credco’s parent company, via dividends. There are no significant restrictions on the ability of Credco to obtain funds from its subsidiaries by dividend or loan. Additionally, there are no limitations on the amount of debt that can be issued by Credco, provided it maintains the minimum required fixed charge coverage ratio of 1.25.

General principles and the overall framework for managing liquidity risk across American Express on an enterprise-wide basis are set out in American Express’ Liquidity Risk Policy. The liquidity objective is to maintain access to a diverse set of cash, readily marketable securities and contingent sources of liquidity, so that American Express and its subsidiaries, including Credco, can continuously meet their business requirements and expected future financing obligations for at least a 12-month period, even in the event they are unable to raise new funds under their regular funding programs.

Credco manages this objective by regularly accessing capital through its various funding programs, as well as by maintaining a variety of contingent sources of cash and financing, such as access to securitizations of cardmember receivables through sales of receivables to TRS for securitization by RFC V, RFC VIII and the Charge Trusts, as well as committed bank facilities.

Credco incurs and accepts liquidity risk arising in the normal course of its activities. The liquidity risks that American Express, including Credco, is exposed to can arise from a variety of sources, and thus the enterprise-wide liquidity management strategy includes a variety of parameters, assessments and guidelines, including, but not limited to:

Credco’s current liquidity target is to maintain adequate liquidity in the form of cash as well as access to additional liquidity through intercompany borrowing arrangements, to satisfy all maturing funding obligations for a period of 12 months, while continuing to maintain access to significant additional contingency liquidity sources. As of June 30, 2013, Credco had $3.0 billion of unsecured long-term debt that will mature within 12 months.

As of June 30, 2013, Credco had cash and cash equivalents of approximately $50 million. In addition to its actual holdings of cash and cash equivalents, Credco maintains access to additional liquidity, in the form of cash and cash equivalents held by certain affiliates, through intercompany loan agreements.

The yield Credco receives on its cash and cash equivalents is generally less than the interest expense on the sources of funding for these balances. Thus, Credco incurs interest costs on these amounts. The level of net interest costs are dependent on the amount of Credco’s cash and cash equivalents, as well as the difference between its cost of funding these amounts and their investment yields.

Credco maintained $7.2 billion of committed syndicated bank credit facilities as of June 30, 2013, of which the amount outstanding (drawn) was $4.2 billion.

The availability of the credit lines is subject to Credco’s compliance with certain financial covenants that require maintenance of a 1.25 ratio of earnings to fixed charges. The ratio of earnings to fixed charges for Credco was 1.59 for the six months ended June 30, 2013. The ratio of earnings to fixed charges for American Express for the six months ended June 30, 2013 was 4.72.

Credco’s committed bank credit facilities do not contain material adverse change clauses, which might otherwise preclude borrowing under the credit facilities, nor are they dependent on Credco’s credit rating.

In consideration of all its funding sources, Credco expects it would have access to liquidity to satisfy all maturing obligations for at least a 12-month period in the event that access to the secured and unsecured fixed income capital markets is completely interrupted for that length of time. These events are not considered likely to occur.

Various statements have been made in this Quarterly Report on this Second Quarter 2013 Form 10-Q that may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in Credco’s other reports filed with or furnished to the SEC and in other documents. In addition, from time to time, Credco, through its management, may make oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties, including those identified above and below, which could cause actual results to differ materially from such statements. The words “believe,” “expect,” “estimate,” “anticipate,” “optimistic,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements. Credco cautions you that the risk factors described above and in Credco’s Annual Report on Form 10-K for the year ended December 31, 2012 and other factors described below are not exclusive. There may also be other risks that Credco is unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. Credco undertakes no obligation to update or revise any forward-looking statements.

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

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

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

For a discussion of Credco’s risk factors, see Part I, Item 1A. “Risk Factors” of Credco’s Annual Report on Form 10-K for the year ended December 31, 2012 (the 2012 Form 10-K). There are no material changes from the risk factors set forth in the 2012 Form 10-K. However, the risks and uncertainties that Credco faces are not limited to those set forth in the 2012 Form 10-K. Additional risks and uncertainties not presently known to Credco or that it currently believes to be immaterial may also adversely affect Credco’s business.

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

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, thereunto duly authorized.


Delaware				11-1988350
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)

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

Registrant’s telephone number including area code: (866) 572-4944

None


Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer x		Smaller reporting company ¨


Class						Outstanding at August 6, 2013
Common Stock (par value $.10 per share)						1,504,938 Shares



Part I.	Financial Information		Page No.

	Item 1.	Financial Statements

		Consolidated Statements of Income and Retained Earnings – Three and Six Months Ended June 30, 2013 and 2012	1

		Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2013 and 2012	2

		Consolidated Balance Sheets – June 30, 2013 and December 31, 2012	3

		Consolidated Statements of Cash Flows – Six Months Ended June 30, 2013 and 2012	4

		Notes to Consolidated Financial Statements	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 4.	Controls and Procedures	29

Part II.	Other Information

	Item 1A.	Risk Factors	30

	Item 6.	Exhibits	30

	Signatures		31

	Exhibit Index		E-1


-		Quoted prices for similar assets or liabilities in active markets;

-		Quoted prices for identical or similar assets or liabilities in markets that are not active;

-		Inputs other than quoted prices that are observable for the asset or liability; and

-		Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

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

Fitch	F1	A+	Stable

Moody’s	Prime-1	A2	Stable

S&P	A-2	A-	Stable




(Billions)	2013		2012
Long-term debt outstanding	$	20.9	$ 24.0
Average long-term debt	$	22.8	$ 22.4



(Billions)
2014^(a)	$	1.9
2015		3.0
2016		2.3

Total	$	7.2


	AMERICAN EXPRESS CREDIT CORPORATION (Registrant)

Date: August 6, 2013	By	/s/ David L. Yowan
		David L. Yowan
		Chief Executive Officer

Date: August 6, 2013	By	/s/ Kimberly R. Scardino
		Kimberly R. Scardino
		Senior Vice President and Chief Accounting Officer


Exhibit No.	Description	How Filed
Exhibit 12.1	Computation in Support of Ratio of Earnings to Fixed Charges of American Express Credit Corporation.	Electronically filed herewith.

Exhibit 12.2	Computation in Support of Ratio of Earnings to Fixed Charges of American Express Company.	Electronically filed herewith.

Exhibit 31.1	Certification of David L. Yowan, Chief Executive Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	Electronically filed herewith.

Exhibit 31.2	Certification of Anderson Y. Lee, Chief Financial Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.	Electronically filed herewith.

Exhibit 32.1	Certification of David L. Yowan, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Electronically filed herewith.

Exhibit 32.2	Certification of Anderson Y. Lee, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Electronically filed herewith.

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema Document

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	XBRL Taxonomy Extension Label Linkbase Document

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document




(Millions)		2013		2012
Balance, January 1	$	83		$ 71
Additions:
Provisions^(a)		74		63
Other credits^(b)		22		29
Deductions:
Net write-offs^(c)		(83	)	(77)
Other debits^(d)		(5	)	—

Balance, June 30	$	91		$ 86




(Millions)		2013		2012
Balance, January 1	$	5		$ 5
Additions:
Provisions^(a)		2		—
Deductions:
Net write-offs^(b)		(2	)	(1)

Balance, June 30	$	5		$ 4