<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>2003 SECOND QUARTER EARNINGS SUPPLEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.3



                            [AMERICAN EXPRESS LOGO]



                                      2003
                                 SECOND 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") SECOND QUARTER 2003 EARNINGS RELEASE.


--------------------------------------------------------------------------------
THIS SUMMARY CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT
TO RISKS AND UNCERTAINTIES AND SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE
MADE. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THESE FORWARD-LOOKING STATEMENTS, INCLUDING THE COMPANY'S
FINANCIAL AND OTHER GOALS, ARE SET FORTH ON PAGE 18 HEREIN AND IN THE
COMPANY'S 2002 10-K ANNUAL REPORT, AND OTHER REPORTS, ON FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION.
--------------------------------------------------------------------------------



<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                               SECOND QUARTER 2003
                               -------------------
                                   HIGHLIGHTS
                                   ----------


o    The Company achieved second quarter diluted EPS of $0.59, an increase of
     16% versus EPS of $0.51 last year. GAAP revenues increased 7%. For the
     trailing 12 months, ROE was 20%.

     -   2Q '02 included:
         --   A $7MM pre-tax ($4MM after-tax) benefit related to an adjustment
              to 3Q '01's disaster recovery charge, which reconciles AEFA's
              estimated life insurance costs from the 9/11 events to actual
              costs incurred; and,
         --   A net pre-tax benefit at TRS of $6MM ($4MM after-tax) reflecting
              adjustments to the 2001 aggregate restructuring charge reserve.

o    The Company indicated it expects diluted earnings per share before
     accounting changes to exceed the current 2003 Wall Street consensus of
     $2.26.  However, in light of its plans to increase spending on
     business-building initiatives during the second half of the year, such
     2003 earnings per share is not likely to exceed $2.29.

o    Compared with the second quarter of 2002:

     -   Worldwide billed business increased 10% as relatively strong consumer
         and small business spending in the U.S. offset weak Corporate travel
         and entertainment business volumes. A comparatively weaker U.S. dollar
         benefited the reported growth rate by 2%;

         --   Worldwide average spending per basic card in force increased 7%
              versus last year (up 5% adjusted for foreign exchange
              translation);

     -   TRS' worldwide lending balances on an owned basis of $22.5B increased
         21%, while on a managed basis, worldwide lending balances of $42.1B
         were up 16% (see discussion of "managed basis" on page 7);

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

     -   Worldwide cards in force of 58.6MM increased 5%, up 2.7MM from last
         year and 800K during 2Q '03; and,

     -   AEFA assets owned, managed and administered of $245B were up 3% vs.
         last year reflecting growth in owned and administered assets, and a
         decline in managed assets that resulted from net asset outflows,
         partially offset by market appreciation.

o    Additional items of note included:

     -   Marketing and promotion costs at TRS increased 15% versus 2Q '02 as
         more proactive business building activities continued. Improved metric
         performance during the quarter reflected the benefits of the increased
         spending since last year.

     -   Lower funding costs continued to provide benefits, although to a lesser
         degree than in 2002's quarterly year-over-year comparisons.

     -   During the second quarter, AEFA's equity portfolio performance lagged
         as, on an asset-weighted basis, 29% of equity assets in portfolios were
         above the median. However, on a rolling 12-month basis, 75% of equity
         assets in portfolios were above the median.

     -   The Company's reengineering initiatives are on track to deliver the
         additional $1B of benefits targeted for the year, including significant
         carry-over benefits from certain initiatives begun in prior periods.
         To date, these initiatives have continued to provide substantial
         year-over-year expense comparison benefits.  In addition,
         revenue-related reengineering activities are driving a growing
         proportion of the total benefits, including approximately 25% of the
         benefits expected to be delivered in 2003. Compared with 12/31/01, the
         net total employee count is down 9,400, or 11%.

-        As previously announced, the Company began expensing options in 2003.
         The effect was not material, but other compensation adjustments to
         offset the reduction in the option grants contributed to the 8%
         increase in human resource expense.

                                       1



<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                               SECOND QUARTER 2003
                               -------------------
                               HIGHLIGHTS (CONT'D)
                               -------------------


       - FASB Interpretation No. 46, "Consolidation of Variable Interest
         Entities" (FIN 46), which addresses consolidation by business
         enterprises of variable interest entities (VIEs)became effective on
         July 1, 2003. As previously disclosed, the entities primarily
         impacted by FIN 46 relate to structured investments, including
         collateralized debt obligations (CDOs) and secured loan trusts
         (SLTs), which are both managed and partially owned in the Company's
         AEFA operating segment. FIN 46 does not impact the accounting for
         qualified special purpose entities as defined by SFAS No. 140, such
         as the Company's credit card securitizations, as well as the
         securitization trust established in 2001 which contains a majority
         of the Company's rated CDOs whose retained interests had a carrying
         value of $712MM at 6/30/03, of which $529MM is considered investment
         grade.

         The CDO entities impacted by FIN 46 contain debt issued to
         investors that is non-recourse to the Company and solely supported
         by portfolios of high-yield bonds and loans. AEFA manages the
         portfolios of high-yield bonds and loans for the benefit of CDO debt
         held by investors and often retains an interest in the residual and
         rated debt tranches of the CDO structures. The SLTs provide returns
         to investors primarily based on the performance of an underlying
         portfolio of high-yield loans that are generally managed by the
         Company.

         Detailed interpretations of FIN 46 continue to emerge and,
         accordingly, the Company is still in the process of evaluating its
         impact. Preliminary estimates are that the consolidation of VIE
         entities could result in a cumulative effect of an accounting change
         that would reduce reported 3Q '03 net income through a non-cash
         charge of approximately $150MM ($230MM pre-tax), with the
         consolidation of up to $2.0B of related assets. Substantially all of
         the charge relates to the CDOs. The Company's maximum cumulative
         exposure to pre-tax loss through the maturity of the entities
         consolidated pursuant to FIN 46 is represented by their carrying
         values at June 30, 2003. The carrying values include CDO residual
         tranches and the SLTs having an adjusted cost basis of $18MM and
         $670MM, respectively.

         The initial charge related to the application of FIN 46 for
         CDOs and SLTs will have no cash flow effect on the Company. Future
         valuation adjustments specifically related to the application of FIN
         46 to the CDOs are also non-cash items, and will be reflected in the
         Company's quarterly results until maturity. As such, we would expect
         the aggregate gains or losses related to the CDOs, including the
         7/1/03 charge, to reverse themselves over time as the structures
         mature.



                                       2

<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                               SECOND QUARTER 2003
                               -------------------
                               HIGHLIGHTS (CONT'D)
                               -------------------


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

-        At TRS, we:
         --   Signed a partnership with Air Canada to have Aeroplan become a
              partner in the Membership Rewards program and to develop a range
              of co-branded charge cards for consumers and corporations;

         --   Announced an agreement with American Airlines (AA) to issue the
              American Express(R) Business ExtrAA(R) Corporate Card, issued to
              mid-sized companies by American Express and carrying AA's logo,
              that will offer rebates and rewards for air travel spending on AA,
              generate a quarterly cash rebate of up to 10% on eligible AA
              travel and provide Business ExtrAA Bonus Points to participating
              companies;

         --   Launched the Centurion Card in Mexico;

         --   Issued the Union Bank American Express Green and Gold Credit Cards
              through a network agreement with Union Bank in Pakistan;

         --   Signed an agreement with Consors Discount Broker AG in Germany, a
              subsidiary of the French Bank BNP Paribas and the leading direct
              broker in Europe, that will allow Consors to sell American Express
              Cards and to become an integrated Membership Rewards partner;

         --   Announced an agreement with Continental Airlines to provide
              American Express' North American Corporate Travel customers on the
              TravelBahn(SM) technology platform with access to all publicly
              available Continental Airlines fares, including fares found on
              Continental.com;

         --   Introduced the Business Cash Rebate Credit Card, from OPEN: The
              Small Business Network, that offers a cash rebate of up to 2.5
              percent on all purchases and the opportunity to earn up to five
              percent for certain everyday business purchases, based on a
              cardmember's annual spending activity;

         --   Signed a distribution agreement with Germany's TUI Leisure Travel
              to sell American Express Travelers Cheques and foreign currency
              banknotes throughout their entire proprietary and franchise
              network covering more than 1,300 locations; and

         --   On July 15th, announced an agreement to acquire Rosenbluth
              International, a leading global travel management company with
              over $3B in sales.

-        At AEFA, we:
         --   Announced an agreement to acquire Threadneeedle Asset Management,
              one of the premier asset management organizations in the U.K. with
              more than $75B in assets under management, from Zurich Financial
              Services for approximately $570MM; and

         -- Launched six new mutual funds:
              -   AXP(R) Quantitative Large Cap Equity Fund, employing three
                  sophisticated quantitative models - value, momentum and factor
                  models;
              -   AXP(R) Partners Growth Fund, co-subadvised by Goldman Sachs
                  Asset Management and Eagle Asset Management Inc., investing
                  mainly in large-cap stocks;
              -   AXP(R) Partners Aggressive Growth Fund, co-subadvised by
                  American Century Investment Management Inc. and Turner
                  Investment Partners Inc., investing primarily in stocks of
                  mid-sized companies with excellent prospects for long-term
                  growth;
              -   AXP(R) Limited Duration Fund, investing in a diversified blend
                  of intermediate-term investment grade securities, including
                  securities issued by the U.S. Government, corporate securities
                  and mortgage- and asset-backed securities;
              -   AXP(R) Core Bond Fund, investing in a diversified blend of
                  intermediate-term investment grade securities included in the
                  Lehman Brothers Aggregate Bond Index; and
              -   AXP(R) Income Opportunities Fund, investing primarily in
                  income-producing debt securities, preferred stocks and
                  convertible securities, with an emphasis on the higher rated
                  segment of the high-yield market.

-        At AEB, we:
         --   Launched two new mutual funds through the Investment Products
              Distribution business - American Express Funds Greater China
              Equities and American Express Funds European Short-term Bonds,
              which are available through select financial services institutions
              in Austria, France, Germany, Hong Kong, Italy and Spain; and
         --   Launched American Express Funds in Taiwan.


                                       3

<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                                  CONSOLIDATED
                                  ------------

(Preliminary)
                         CONDENSED STATEMENTS OF INCOME
                         ------------------------------
                             (UNAUDITED, GAAP BASIS)

<TABLE>
<CAPTION>
                                                                               Quarters Ended               Percentage
(millions)                                                                        June 30,                   Inc/(Dec)
                                                                       --------------------------------    --------------
                                                                            2003                  2002
                                                                            ----                  ----
<S>                                                                    <C>                     <C>         <C>
Revenues:
     Discount revenue                                                    $ 2,152               $ 1,997             8%
     Interest and dividends, net                                             780                   658            19
     Management and distribution fees                                        569                   609            (7)
     Net card fees                                                           455                   429             6
     Cardmember lending net finance charge revenue                           397                   366             9
     Travel commissions and fees                                             373                   369             1
     Securitization income                                                   630                   540            17
     Other                                                                 1,000                   977             2
                                                                         -------                ------
          Total revenues                                                   6,356                 5,945             7
                                                                         -------                ------
Expenses:
     Human resources                                                       1,576                 1,454             8
     Provision for losses and benefits                                     1,075                 1,104            (3)
     Marketing and promotion                                                 443                   386            15
     Interest                                                                231                   277           (17)
     Restructuring charges                                                     -                   (6)             -
     Disaster recovery charge                                                  -                   (7)             -
     Other                                                                 1,934                 1,776             9
                                                                         -------                 -----
          Total expenses                                                   5,259                 4,984             5
                                                                         -------                 -----
Pre-tax income                                                             1,097                   961            14
Income tax provision                                                         335                   278            21
                                                                         -------                  ----
Net income                                                                  $762                   683            11
                                                                         =======                 =====

EPS:
---
      Basic                                                                $0.59                 $0.52            13
                                                                           =====                 =====
      Diluted                                                              $0.59                 $0.51            16
                                                                           =====                 =====
</TABLE>

o    Net income increased 11%.
     -   2Q '02 included:
         --   A $7MM pre-tax ($4MM after-tax) benefit related to an adjustment
              to 3Q '01's disaster recovery charge, which reconciles AEFA's
              estimated life insurance costs from the 9/11 events to actual
              costs incurred; and,
         --   A net pre-tax benefit at TRS of $6MM ($4MM after-tax) reflecting
              adjustments to the 2001 aggregate restructuring charge reserve.

o    CONSOLIDATED REVENUES: Revenues increased 7% due to greater discount
     revenues, larger interest and dividend revenues, higher securitization
     income, increased lending finance charge revenue and higher card fees.
     These items were partially offset by lower management and distribution
     fees. Consolidated revenue growth reflected 6% growth at TRS and 11%
     increases at both AEFA and AEB versus last year.
     -   Translation of foreign currency revenues contributed approximately 2%
         of the 7% revenue growth rate.

o    CONSOLIDATED EXPENSES: Expenses were up 5%, reflecting higher other
     operating expenses, greater human resource costs and increased marketing
     costs. These increases were partially offset by reduced provision costs,
     lower charge card funding costs and the benefits of reengineering
     activities and expense control initiatives. Consolidated expenses reflected
     increases versus last year of 4% at TRS, 12% at AEFA and 5% at AEB.
     -   Translation of foreign currency expenses contributed approximately
         2% of the 5% expense growth rate.

o    The pre-tax margin was 17.3% in 2Q '03 versus 16.5% in 1Q '03 and 16.2% in
     2Q '02.

o    The effective tax rate was 31% in 2Q '03 and 1Q '03, versus 29% in 2Q '02.

o    As of June 30, 2003, the company incurred total expenditures of
     approximately $236MM related to the September 11th terrorist attacks that
     are expected to be substantially covered by insurance and, consequently,
     did not impact results.


                                       4
<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                              CONSOLIDATED (CONT'D)
                              ---------------------



o    SHARE REPURCHASES: The share repurchase program resumed in June 2002, after
     being suspended at the end of 2Q '01. During 2Q '03, in addition to "open
     market" repurchases, the company elected to prepay the remaining
     outstanding balance of $335MM under its third-party purchase agreements in
     lieu of "open market" share repurchases. These prepayments had essentially
     the same impact as "open market" share repurchases. In total, 14.4MM shares
     were repurchased during 2Q '03, 5.5MM through "open market" activity and
     8.9MM through the prepayment.


     -   Since the inception of repurchase programs in September 1994, 417MM
         shares have been acquired under Board authorizations to repurchase up
         to 570MM shares, including purchases made under the agreements with
         third parties.
     -   Capital returned to shareholders through dividends and share
         repurchases during the first half of 2003, which represented
         approximately 75% of capital generated during the first six months, was
         well in excess of our stated target of 65%, on average and over time.
         In light of the announced Threadneedle and Rosenbluth acquisitions and
         their impact on capital, we would expect that share repurchase activity
         for the remainder of 2003 will be lower than the first half of the
         year.


<TABLE>
<CAPTION>


                                                                                         Millions of Shares
                                                                           ------------------------------------------------
<S>                                                                        <C>                 <C>               <C>
     -    AVERAGE SHARES:                                                    2Q '03            1Q '03            2Q '02
                                                                             ------            ------            ------
           Basic                                                              1,283             1,297             1,325
                                                                              =====             =====             =====
           Diluted                                                            1,295             1,305             1,341
                                                                              =====             =====             =====

     -    ACTUAL SHARES:
           Shares outstanding - beginning of period                           1,298             1,305             1,329
           Repurchase of common shares                                           (5)               (7)               (3)
           Prepayments - 3rd party share purchase agreements                     (9)               (6)                -
           Net settlements - 3rd party share purchase agreements                 (1)                1                 3
           Employee benefit plans, compensation and other                         3                 5*                3
                                                                             ------            ------            ------
           Shares outstanding - end of period                                 1,286             1,298             1,332
                                                                             ======            ======            ======

</TABLE>


          *The increased number of shares issued during 1Q'03 reflects revisions
           to the Company's compensation strategy which resulted in a reduced
           level of options granted to senior level management and, in lieu of
           options, granting restricted stock awards (that are reflected in
           these amounts) to mid-and-lower level managers.


o    SUPPLEMENTAL INFORMATION - MANAGED NET REVENUES: The following supplemental
     revenue information is presented on the basis used by management to
     evaluate operations. It differs in two respects from the GAAP basis
     revenues, which are prepared in accordance with accounting principles
     generally accepted in the United States (GAAP). First, revenues are
     presented as if there had been no asset securitizations at Travel Related
     Services (TRS). This format is generally termed on a "managed basis", as
     further discussed in the TRS section of this Earnings Supplement. Second,
     revenues are considered net of American Express Financial Advisors' (AEFA)
     provisions for losses and benefits for annuities, insurance and investment
     certificate products, which are essentially spread businesses, as further
     discussed in the AEFA section of this Earnings Supplement. A reconciliation
     of consolidated revenues from a GAAP to net managed basis is as follows:


<TABLE>
<CAPTION>


   (millions)                                                                              Percentage
                                                         2Q '03            2Q '02          Inc/(Dec)
                                                         ------            ------          ---------
<S>                                                     <C>               <C>              <C>
   GAAP revenues                                        $ 6,356           $ 5,945              7%
      Effect of TRS securitizations                         216               193
      Effect of AEFA provisions                            (526)             (458)
                                                        -------           -------
   Managed net revenues                                 $ 6,046           $ 5,680              6%
                                                        =======           =======

</TABLE>


-        Consolidated net revenues on a managed basis increased 6% versus last
         year due to larger interest and dividend revenues, greater discount
         revenues, higher cardmember loan balances and higher card fees. These
         items were partially offset by lower management and distribution fees.

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

o    The net expense was $56MM in 2Q '03, $45MM in 2Q '02 and $44MM in 1Q '03.
     The increase versus last year reflects a lower tax benefit as a result of
     the loss of the Lehman preferred dividend.

                                       5

<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                             TRAVEL RELATED SERVICES
                             -----------------------

(Preliminary)
                              STATEMENTS OF INCOME
                              --------------------
                             (UNAUDITED, GAAP BASIS)

<TABLE>
<CAPTION>
                                                                        Quarters Ended                       Percentage
(millions)                                                                 June 30,                          Inc/(Dec)
                                                            ---------------------------------------      -------------------
                                                                      2003                    2002
                                                                      ----                    ----
<S>                                                         <C>                            <C>            <C>
Net revenues:
     Discount revenue                                               $2,152                  $1,997                8%
     Net card fees                                                     455                     429                6
     Lending:
       Finance charge revenue                                          512                     493                4
       Interest expense                                                115                     127               (9)
                                                                     -----                   -----
         Net finance charge revenue                                    397                     366                9
     Travel commissions and fees                                       373                     369                1
     TC investment income                                               92                      95               (2)
     Securitization income                                             630                     540               17
     Other revenues                                                    635                     666               (5)
                                                                     -----                   -----
         Total net revenues                                          4,734                   4,462                6
                                                                     -----                   -----
Expenses:
     Marketing and promotion                                           417                     365               15
     Provision for losses and claims:
       Charge card                                                     205                     280              (27)
       Lending                                                         278                     290               (4)
       Other                                                            37                      37                1
                                                                     -----                   -----
         Total                                                         520                     607              (15)
                                                                     -----                   -----
     Charge card interest expense                                      204                     256              (20)
     Human resources                                                   965                     879               10
     Other operating expenses                                        1,691                   1,539               10
     Restructuring charges                                               -                      (6)               -
                                                                     -----                   -----
         Total expenses                                              3,797                   3,640                4
                                                                     -----                   -----
Pre-tax income                                                         937                     822               14
Income tax provision                                                   303                     257               18
                                                                     -----                   -----
Net income                                                            $634                    $565               12
                                                                     =====                   =====
</TABLE>

o    Net income increased 12%.

     -   2Q '02 includes a net pre-tax benefit of $6MM ($4MM after-tax)
         reflecting adjustments to 2001's aggregate restructuring charge
         reserve.

o        The pre-tax margin was 19.8% in 2Q '03 versus 19.1% in 1Q '03 and 18.4%
         in 2Q '02.

o        The effective tax rate was 32% in 2Q '03 and 1Q '03, and 31% in 2Q '02.

o    IMPACT OF SECURITIZATIONS: During 2Q '03 and 2Q '02, TRS recognized net
     pre-tax gains of $81MM ($53MM after-tax) and $85MM ($55MM after-tax),
     respectively, related to the incremental securitization of $1.5B and $1.9B
     of net U.S. lending receivables. In 2Q '03, this gain is net of a pre-tax
     loss of $41MM ($27MM after-tax) related to the maturity of a $1.0B
     securitization. The average balance of Cardmember lending securitizations
     was $19.0B in 2Q '03 versus $16.4B in 2Q '02.

     -   SECURITIZATION INCOME increased 17% in 2Q '03 as a result of a higher
         average balance of Cardmember lending securitizations.

         --   Securitization income represents revenue associated with retained
              and subordinated interests in securitized loans, servicing income
              from loans sold and gains recorded at the time of securitization,
              excluding related discounts netted in other revenues.

     -   NET FINANCE CHARGE REVENUE increased 9%, reflecting an increase in the
         average balance of the owned portfolio for the period, partially offset
         by a lower yield.

     -   OTHER REVENUES decreased 5% as a result of lower interest income on
         investment and liquidity pools held within card funding vehicles and
         the impact of the discount generated on securitized loans outstanding,
         partially offset by higher card-related revenue and larger insurance
         premiums.

     -   THE LENDING PROVISION declined 4% reflecting strong credit quality in
         the lending portfolio.

     -   The above GAAP basis items relating to net finance charge revenue,
         other revenues and lending provision reflect the owned portfolio only.
         "Owned basis" credit quality statistics are available in the Second
         Quarter 2003 Earnings Release on the TRS Selected Statistical
         Information page.

                                       6
<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                        TRAVEL RELATED SERVICES (CONT'D)
                        --------------------------------

SUPPLEMENTAL INFORMATION - MANAGED BASIS: The following supplemental table
includes information on both a GAAP basis and a "managed" basis. The managed
basis presentation assumes there have been no securitization transactions, i.e.,
all securitized Cardmember loans and related income effects are reflected as if
they were in the Company's balance sheet and income statement, respectively.

The Company presents TRS information on a managed basis because that is the way
the Company's management views and manages the business. Management believes
that a full picture of trends in the Company's Cardmember lending business can
only be derived by evaluating the performance of both securitized and
non-securitized Cardmember loans. Asset securitization is just one of several
ways for the Company to fund Cardmember loans.

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

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

<TABLE>
<CAPTION>
------------------------------------------------------------------------- ----------------------------------------------------------
                                                                                    Effect of Securitizations (unaudited)
                                                                          ----------------------------------------------------------
 (preliminary, millions)
                                            GAAP Basis (unaudited)        Securitization Effect              Managed Basis
------------------------------------------------------------------------- ---------------------- -----------------------------------
                                                             Percentage                                                Percentage
Quarters Ended June 30,                 2003         2002     Inc/(Dec)      2003      2002         2003      2002       Inc/(Dec)
                                      ----------------------------------- ---------------------- -----------------------------------
<S>                                   <C>        <C>        <C>           <C>        <C>          <C>        <C>       <C>
Net revenues:
  Discount revenue                       $2,152     $1,997         8%
  Net card fees                             455        429         6
  Lending:
    Finance charge revenue                  512        493         4        $ 652     $ 623        $ 1,164    $ 1,116          4%
    Interest expense                        115        127        (9)          50        73            165        200        (18)
------------------------------------------------------------------------- ----------------------------------------------------------
      Net finance charge revenue            397        366         9          602       550            999        916          9
  Travel commissions and fees               373        369         1
  TC investment income                       92         95        (2)
  Securitization income                     630        540        17         (630)     (540)             -          -          -
  Other revenues                            635        666        (5)         244       183            879        849          4
------------------------------------------------------------------------- ----------------------------------------------------------
        Total net revenues                4,734      4,462         6          216       193          4,950      4,655          6
------------------------------------------------------------------------- ----------------------------------------------------------
Expenses:
  Marketing and promotion                   417        365        15          (48)      (51)           369        314         18
  Provision for losses and claims:
    Charge card                             205        280       (27)
    Lending                                 278        290        (4)         297        282           575        572          -
    Other                                    37         37         1
------------------------------------------------------------------------- ----------------------------------------------------------
      Total                                 520        607       (15)         297        282           817        889         (8)
  Charge card interest expense              204        256       (20)           -        (4)           204        252        (19)
  Human resources                           965        879        10
  Other operating expenses                1,691      1,539        10          (33)      (34)         1,658      1,505         10
  Restructuring charges                        -       (6)         -
------------------------------------------------------------------------- ----------------------------------------------------------
        Total expenses                    3,797      3,640         4        $ 216      $ 193       $ 4,013    $ 3,833          5
------------------------------------------------------------------------- ----------------------------------------------------------
Pre-tax income                              937        822        14
Income tax provision                        303        257        18
-------------------------------------------------------------------------
Net income                                 $634       $565        12
-------------------------------------------------------------------------
</TABLE>

The following discussion addresses results on a managed basis.

o    Managed basis net revenue rose 6% from higher Cardmember spending, larger
     lending balances and increased cards in force.

o    The 5% higher managed basis expenses reflect greater marketing and
     promotion costs, higher human resource expenses and increased operating
     expenses, partially offset by lower interest costs, reduced provisions for
     losses and cost control initiatives.


                                       7
<PAGE>
                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                        TRAVEL RELATED SERVICES (CONT'D)
                        --------------------------------

o    DISCOUNT REVENUE: A 10% increase in billed business and a lower discount
     rate yielded an 8% increase in discount revenue.

     -   The average discount rate was 2.59% in 2Q '03 versus 2.60% in 1Q '03
         and 2.65% in 2Q '02. The decline primarily reflects the cumulative
         impact of stronger than average growth in the lower rate retail and
         other "everyday spend" merchant categories (e.g., supermarkets,
         discounters, etc.).
         --   We believe the AXP value proposition is strong. However, as
              indicated in prior quarters, continued changes in the mix of
              business, volume related pricing discounts and selective repricing
              initiatives will probably continue to result in some rate erosion
              over time.
<TABLE>
<CAPTION>
                                                                            Quarters Ended                   Percentage
                                                                               June 30,                       Inc/(Dec)
                                                                   ----------------------------------      ----------------
                                                                           2003               2002
                                                                           ----               ----
<S>                                                                <C>                    <C>              <C>
      Card billed business (billions):
           United States                                                  $64.6              $58.7                 10%
           Outside the United States                                       21.5               19.4                 11
                                                                          -----              -----
           Total                                                          $86.1              $78.1                 10
                                                                          =====              =====

      Cards in force (millions):
           United States                                                   35.7               34.8                  3
           Outside the United States                                       22.9               21.1                  8
                                                                           ----               ----
           Total                                                           58.6               55.9                  5
                                                                           ====               ====

      Basic cards in force (millions):
           United States                                                   27.3               26.7                  2
           Outside the United States                                       18.9               16.1                  8(b)
                                                                           ----               ----
           Total                                                           46.2               42.8                  5(b)
                                                                           ====               ====

      Spending per basic card in force (dollars) (a):
           United States                                                 $2,373             $2,192                  8
           Outside the United States                                     $1,401             $1,511                  4(b)
           Total                                                         $2,054             $1,993                  7(b)
</TABLE>
        (a) Proprietary card activity only.
        (b) At September 30, 2002, 1.5MM of Canadian lending cards previously
            classified as "supplemental cards" were included in basic cards in
            force, as they were issued under a stand-alone offer. The impact on
            2Q '02 reported results would be to increase basic cards in force
            outside the U.S. to 17.4MM and decrease spending per basic card in
            force worldwide to $1,926 and outside the U.S. to $1,350. The
            reported growth rates are calculated assuming the additional cards
            were included in both periods.

     -   BILLED BUSINESS: The 10% increase in billed business resulted from 5%
         growth in cards in force and a 7% increase in spending per basic
         cardmember worldwide.
         --   U.S. billed business was up 10% reflecting growth of 12% within
              the consumer card business, a 14% increase in small business
              activity and a 1% decline in Corporate Services volume.
         --   Spending per basic card in force increased 8% reflecting the
              growth in the consumer and small business segments.
         --   Excluding the impact of foreign exchange translation:
              -   Worldwide billed business rose 8%.
              -   Total billed business outside the U.S. was up 2% reflecting
                  high double-digit improvement in Latin America, mid
                  single-digit growth in Canada, partially offset by flat
                  results in Asia and a low single-digit decline in Europe.
              -   Within our proprietary business, billed business outside the
                  U.S. also reflected 6% growth in consumer and small business
                  activities versus a 7% decline in Corporate Services volume.
              -   Spending per proprietary basic card in force outside the U.S.
                  fell 5%.
         --   Purchasing Card volumes sustained their relatively stronger growth
              performance during the quarter.
         --   U.S. non-T&E related volume categories (which represented
              approximately 64% of 2Q '03 U.S. billed business) grew 15%,
              while T&E volumes rose 1%, reflecting the continued weak T&E
              environment.
         --   U.S. airline related volume, which represented approximately 12%
              of total volumes during the quarter, fell 4%. Worldwide airline
              volumes, which represented approximately 13% of total volumes
              during the quarter, were down 3% on 3% growth in transaction
              volume and a 6% decrease in the average airline charge.

                                       8

<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                        TRAVEL RELATED SERVICES (CONT'D)
                        --------------------------------


o    DISCOUNT REVENUE (CONT'D):

     - CARDS IN FORCE worldwide rose 5% versus last year on higher acquisitions
       and improved customer retention levels.
       --  U.S. cards in force rose 300K during the quarter on continued
           benefits of stepped up acquisition spending within the consumer
           and small business segments.
       --  Outside the United States, 500K cards in force were added during the
           quarter on growth in both proprietary and network partnership cards.

o    NET CARD FEES: Rose 6% due to higher cards in force and a shift in the mix
     of products. The average fee per proprietary card in force was $34 in 2Q
     '03, $35 in 1Q '03 and $34 in 2Q '02.

o    NET FINANCE CHARGE REVENUE: Rose 9% on 14% growth in average worldwide
     lending balances.
      -  The yield on the U.S. portfolio was 8.9% in 2Q '03 versus 9.4% in 1Q
         '03 and 9.8% in 2Q '02. The decrease versus last year and last quarter
         reflects an increase in the proportion of the portfolio on introductory
         rates and the evolving mix of products toward more lower-rate
         offerings, partially offset by lower funding costs.

o    TRAVEL COMMISSIONS AND FEES: Increased 1% on a 9% decline in travel sales
     reflecting the effects of the weak travel environment. The revenue earned
     per dollar of sales was up versus last quarter and last year (9.6% in 2Q
     '03 versus 9.3% in 1Q '03 and 8.7% in 2Q '02) as a result of the benefits
     of the fee based revenue model, whereby revenue increased on a higher
     level of airline transactions despite a lower average airline ticket
     price.

o    TC INVESTMENT INCOME: Fell 2% due to a decline in the pre-tax yield,
     offset by higher average investments. TC sales fell 23% versus last year
     on weaker travel activity.

o    OTHER REVENUES: Increased 4% as higher card-related revenues and larger
     insurance premiums were partially offset by lower interest income on
     investment and liquidity pools held within card funding vehicles.

o    MARKETING AND PROMOTION EXPENSES: Increased 18% on the continuation of
     brand advertising activities, more loyalty marketing and a step-up in
     selected card acquisition activities.

o    OTHER PROVISIONS FOR LOSSES AND CLAIMS: Were flat as higher merchant-
     related reserves offset lower insurance claims.

o    CHARGE CARD INTEREST EXPENSE:  Was down 19% due to a lower effective cost
     of funds.

o    HUMAN RESOURCE EXPENSES: Increased 10% versus last year as merit
     increases, higher employee benefits and increased management incentive
     costs were offset by the benefits of reengineering activities, including
     our technology and service-related outsourcing activities.
     -  The employee count at 6/03 of 63,300 was down 800 versus 6/02, down 500
        versus 3/03, and down approximately 8,600, or 12%, versus 12/31/01.

o    OTHER OPERATING EXPENSES: Increased 10% on higher Cardmember participation
     in loyalty programs, as well as the transfer of costs from human resources
     resulting from outsourcing. These increases were partially offset by
     reengineering initiatives and cost containment efforts. Last year included
     losses of $48MM pre-tax ($30MM after-tax) primarily on TRS' internet-
     related strategic investment portfolio.


                                       9
<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                        TRAVEL RELATED SERVICES (CONT'D)
                        --------------------------------

o     CREDIT QUALITY:

      -  Overall credit quality improved during the quarter.

      -  The provision for losses on charge card products decreased 27% on
         improved past due and loss levels.

      -  The lending provision for losses was flat with last year, despite
         growth in outstanding loans and increased reserve coverage levels, due
         to exceptionally well-controlled credit.

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

      -  WORLDWIDE CHARGE CARD: *

         --  The write-off rate decreased from last year, and rose slightly from
             last quarter. The past due rate improved versus last year and last
             quarter.

<TABLE>
<CAPTION>
                                                                                  6/03              3/03             6/02
                                                                         -------------      ------------    -------------
<S>                                                                      <C>                <C>             <C>
             Loss ratio, net of recoveries                                       0.29%             0.28%            0.40%
             90 days past due as a % of receivables                               2.1%              2.4%             2.6%
</TABLE>

         -- Reserve coverage remained strong.

<TABLE>
<CAPTION>
                                                                                  6/03              3/03             6/02
                                                                         -------------     -------------    -------------
<S>                                                                      <C>                <C>             <C>
             Reserves (MM)                                                       $943              $923           $1,039
             % of receivables                                                     3.6%              3.8%             4.2%
             % of 90-day past due accounts                                        171%              159%             164%
</TABLE>

      -  U.S. LENDING: **

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


<TABLE>
<CAPTION>
                                                                                  6/03              3/03             6/02
                                                                         -------------     -------------    -------------
<S>                                                                      <C>                <C>             <C>
             Write-off rate, net of recoveries                                    5.4%              5.5%             6.2%
             30 days past due as a % of loans                                     2.7%              3.1%             3.1%
</TABLE>

         --  Despite the strong credit indicators, reserve levels and coverage
             of past due loans were strengthened in light of continued
             uncertainty within the economic environment.

<TABLE>
<CAPTION>

                                                                                  6/03              3/03             6/02
                                                                         -------------    --------------    -------------
<S>                                                                      <C>                <C>             <C>
           Reserves (MM)                                                       $1,350            $1,347           $1,121
           % of total loans                                                       3.7%              3.9%             3.5%
           % of 30 day past due accounts                                          136%              127%             115%

</TABLE>




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

**   As previously described, this information is presented on a "Managed
     basis". "Owned basis" credit quality statistics are available in the Second
     Quarter 2003 Earnings Release on the TRS Selected Statistical Information
     page. Credit trends are generally consistent under both reporting methods.


                                       10

<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                       AMERICAN EXPRESS FINANCIAL ADVISORS
                       -----------------------------------


(Preliminary)                  STATEMENTS OF INCOME
                               --------------------
                             (UNAUDITED, GAAP BASIS)


<TABLE>
<CAPTION>
(millions)                                                                    Quarters Ended               Percentage
                                                                                 June 30,                   Inc/(Dec)
                                                                       -----------------------------     ----------------
                                                                            2003               2002
                                                                            ----               ----
<S>                                                                     <C>                 <C>          <C>
Revenues:
     Investment income                                                      $571               $435              31%
     Management and distribution fees                                        571                609              (6)
     Other revenues                                                          354                307              15
                                                                           -----              -----
           Total revenues                                                  1,496              1,351              11
                                                                           -----              -----
Expenses:
     Provision for losses and benefits:
        Annuities                                                            280                245              14
        Insurance                                                            187                181               4
        Investment certificates                                               59                 32              83
                                                                           -----              -----
           Total                                                             526                458              15
                                                                           -----              -----
     Human resources                                                         508                493               3
     Other operating expenses                                                253                205              23
     Disaster recovery charge                                                  -                 (7)              -
                                                                           -----              -----
           Total expenses                                                  1,287              1,149              12
                                                                           -----              -----
Pre-tax income                                                               209                202               4
Income tax provision                                                          52                 57              (7)
                                                                           -----              -----
Net income                                                                  $157               $145               8
                                                                           =====              =====
</TABLE>

o    Net income increased 8%.

     -   2Q '02 includes a $7MM pre-tax ($4MM after-tax) benefit related to an
         adjustment to 3Q '01's disaster recovery charge, which reconciles
         AEFA's estimated life insurance costs from the 9/11 events to actual
         costs incurred.

o    Total revenues increased 11% due to:
     -   Higher investment income, and
     -   Higher insurance premiums, partially offset by
     -   Lower management fees from lower average managed asset levels.

o    The pre-tax margin was 14.0% in 2Q '03, 12.6% in 1Q '03 and 15.0% in 2Q
     '02.

o    The effective tax rate was 25% in 2Q '03 and 1Q '03, and 28% in 2Q '02
     reflecting a relatively higher benefit in 2003 from tax-advantaged
     investments.

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

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


                                       11
<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                  AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)
                  --------------------------------------------

<TABLE>
<CAPTION>
                                                                     Quarters ended                      Percentage
     (millions)                                                         June 30,                         Inc/(Dec)
                                                            ----------------------------------         ---------------
                                                                  2003                  2002
                                                                  ----                  ----
<S>                                                         <C>                     <C>                <C>
     Total GAAP Revenues                                        $1,496                $1,351                  11%
     Less: Provision for losses and benefits:
                    Annuities                                      280                   245
                    Insurance                                      187                   181
                    Investment certificates                         59                    32
                                                                 -----                 -----
                         Total                                     526                   458
                                                                 -----                 -----
     Net Revenues                                                $ 970                 $ 893                   9%
                                                                 =====                 =====
</TABLE>

     -  The higher growth rate of GAAP versus net revenues reflects the impact
        of appreciation in the S&P 500 on the value of options hedging
        outstanding stock market certificates and equity indexed annuities this
        year versus depreciation last year, which was offset in the related
        provisions. In addition, net revenues reflect the negative impact of the
        current low interest rate environment on spread-based products.
     -  On a net revenue basis, the pre-tax margin was 21.5% in 2Q '03, 19.7% in
        1Q '03, and 22.6% in 2Q '02.
        -- The difference between the net revenue pre-tax margin and the GAAP
           pre-tax margin on the prior page is a result of the differences
           between GAAP and net revenues reconciled above.

o    ASSETS OWNED, MANAGED AND ADMINISTERED:

<TABLE>
<CAPTION>
                                                                                                         Percentage
     (billions)                                                         June 30,                         Inc/(Dec)
                                                            ----------------------------------         ---------------
                                                                  2003                  2002
                                                                  ----                  ----
<S>                                                         <C>                     <C>                <C>
     Assets owned (excluding separate accounts)                  $52.2                 $44.4                  18%
     Separate account assets                                      24.1                  24.6                  (2)
     Assets managed                                              131.1                 136.2                  (4)
     Assets administered                                          37.4                  32.9                  14
                                                                ------                ------
            Total                                               $244.8                $238.1                   3
                                                                ======                ======
</TABLE>

o    ASSET QUALITY:

     -   Overall, credit quality reflected improving default rates compared to
         last year.
     -   Non-performing assets relative to invested assets (excluding short-term
         cash positions) were 0.1% and were 300% covered by reserves, including
         those related to the impairment of securities.
     -   High-yield investments (excluding unrealized appreciation/depreciation)
         totaled $2.3B, or 6%, of the total investment portfolio, at 6/03,
         versus 5% at 3/03, and 6% at 6/02.
     -   The SFAS No. 115 related mark-to-market adjustment on the portfolio
         (reported in assets pre-tax) was appreciation of $1.5B at 6/03, $1.1B
         at 3/03, and $462MM at 6/02.

o    INVESTMENT INCOME:

     -   Investment income increased 31% as the impact of last year's $78MM
         pre-tax investment loss on WorldCom debt securities and higher invested
         assets more than offset a lower average yield. In 2Q '03, $80MM of
         investment losses and impairments were partially offset by $64MM of
         investment gains. Results also benefited from the effect of
         appreciation in the S&P 500 on the value of options hedging outstanding
         stock market certificates and equity indexed annuities this year versus
         depreciation last year, which was offset in the related provisions.
     -   Average invested assets of $44.1B (including unrealized
         appreciation/depreciation) rose 23% versus $36.0B in 2Q '02 reflecting
         strong client interest in the underlying fixed rate products over the
         past year.
     -   The average yield on invested assets (excluding unrealized
         appreciation/depreciation)declined to 5.1% versus 6.1% in 2Q '02,
         reflecting the lower investment rate on new and reinvested money.
     -   Spreads within the insurance and annuity products were up versus last
         quarter and down versus last year. Certificate spreads were down versus
         last quarter and last year.


                                       12

<PAGE>

                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                  AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)
                  --------------------------------------------

o    MANAGEMENT AND DISTRIBUTION FEES: The decrease of 6% was primarily due to
     lower average assets under management, reflecting the negative impact of
     weak equity market conditions prior to 2Q '03 and net outflows within both
     institutional and retail activities over the past year. Distribution fees
     were flat as the impact of substantially lower mutual fund sales was offset
     by greater limited partnership product sales and increased
     brokerage-related activities.

     -  ASSETS MANAGED:
        --------------

<TABLE>
<CAPTION>
                                                                                                     Percentage
       (billions)                                                                 June 30,                    Inc/(Dec)
                                                                       -------------------------------    -----------------
<S>                                                                    <C>                   <C>          <C>
                                                                               2003              2002
                                                                               ----              ----
       Assets managed for individuals                                       $  87.3           $  89.7            (3)%
       Assets managed for institutions                                         43.8              46.5            (6)
       Separate account assets                                                 24.1              24.6            (2)
                                                                            -------           -------
              Total                                                         $ 155.2           $ 160.8            (3)
                                                                            =======           =======
</TABLE>

        -- The decline in managed assets since 6/02 resulted from $6.3B of net
           outflows, partially offset by $0.7B of market appreciation.
        -- The $12.6B increase in managed assets during 2Q '03 resulted from
           market appreciation of $12.1B and net inflows of $0.5B.

o    PRODUCT SALES:
     -   Total gross cash sales from all products were down 3% versus 2Q '02.
         Branded advisor-generated sales decreased 14% on a cash basis and
         1% on the internally used "gross dealer concession" basis,
         which weights the sales of products to reflect their individual
         profitability dynamics.
     -   Total mutual fund cash sales decreased 20% as both proprietary and
         non-proprietary sales declined substantially. A significant portion of
         non-proprietary sales continued to occur in "wrap" accounts. Within
         proprietary funds:
         -- Sales of bond, equity and money market funds declined.
         -- Redemption rates continued to compare favorably with industry
            levels.
     -   Total annuity cash sales rose 26% on strong growth in both fixed
         annuities and the fixed account portion of variable annuity
         products.
     -   Total cash sales of insurance products rose 8% reflecting substantially
         higher property-casualty sales, in part due to sales through Costco,
         partially offset by lower sales of life and health insurance products.
     -   Total certificate cash sales increased 35% reflecting both greater
         advisor sales and sales of certificates sold to clients outside the
         U.S. through the joint venture between AEFA and AEB.
     -   Total institutional cash sales increased 92%, reflecting higher new
         account sales and greater contributions.
     -   Total other cash sales increased 2% due to higher limited partnership
         product sales.
     -   Advisor product sales generated through financial planning and advice
         services were 74% of total sales in 2Q '03 versus 76% in 1Q '03 and 73%
         in 2Q '02.

o    OTHER REVENUES: Were up 15% on particularly strong property-casualty and
     higher life insurance-related revenues.
     -   Financial planning and advice services fees of $33MM increased 11%
         versus 2Q '02.

o    PROVISIONS FOR LOSSES AND BENEFITS: Annuity product provisions increased
     14% due to a higher average inforce level and the effect of
     appreciation in the S&P 500 on equity indexed annuities this year
     versus depreciation last year, partially offset by lower crediting
     rates. Insurance provisions increased 4% as higher inforce levels,
     across all products, were partially offset by lower life insurance
     crediting rates. Certificate provisions increased 83% as the effect
     on the stock market certificate product of appreciation in the S&P
     500 this year versus depreciation last year and higher average
     reserves were partially offset by lower crediting rates.




                                       13


<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                  AMERICAN EXPRESS FINANCIAL ADVISORS (CONT'D)
                  --------------------------------------------


o    HUMAN RESOURCES: Expenses increased 3% reflecting merit increases, higher
     employee benefits and management incentive costs for home office employees,
     partially offset by lower field force compensation-related costs, and the
     benefits of reengineering and cost containment initiatives within the home
     office, where the average number of employees were down 3%.
     - TOTAL ADVISOR FORCE: 11,667 at 6/03; up 307 advisors, or 3%, versus 6/02
       and up 61 advisors versus 3/03.
       --   The increase in advisors versus 3/03 reflects higher appointments
            coupled with lower terminations.
       --   We expect to continue to carefully manage new advisor additions
            until the environment turns more positive on a sustained basis to
            ensure overall field force costs are appropriately controlled and
            overall field force productivity is maximized.
       --   Veteran advisor retention rates remain strong.
       --   Total production and advisor productivity were down versus last
            year, although did show improvement in the latter part of the
            quarter as the retail investor view of the environment started to
            turn more positive.
     - The total number of clients increased 2%, client acquisitions rose 9%
       and accounts per client were flat. Client retention exceeded 94%.

o    OTHER OPERATING EXPENSES: Increased 23% versus last year, but increased 2%
     versus last quarter. The increase from last year reflects higher expenses
     resulting from fewer capitalized costs due to the ongoing impact of the
     comprehensive review of DAC-related practices discussed in 3Q '02 and a
     higher minority interest expense related to premium deposits (the joint
     venture with AEB).



                                       14

<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                              AMERICAN EXPRESS BANK
                              ---------------------

(Preliminary)                 STATEMENTS OF INCOME
                              --------------------
                                   (UNAUDITED)


<TABLE>
<CAPTION>
(millions)                                                          Quarters Ended                      Percentage
                                                                       June 30,                          Inc/(Dec)
                                                          -----------------------------------      ----------------------
                                                               2003                2002
                                                               ----                ----
<S>                                                       <C>                   <C>                <C>
Net revenues:
    Interest income                                            $148                $149                       (1)%
    Interest expense                                             57                  60                       (5)
                                                               ----                ----
       Net interest income                                       91                  89                        2
    Commissions and fees                                         57                  53                        8
    Foreign exchange income & other revenues                     52                  38                       36
                                                               ----                ----
       Total net revenues                                       200                 180                       11
                                                               ----                ----
Expenses:
    Human resources                                              64                  60                        5
    Other operating expenses                                     70                  55                       28
    Provision for losses                                         27                  38                      (28)
                                                               ----                ----
       Total expenses                                           161                 153                        5
                                                               ----                ----
Pre-tax income                                                   39                  27                       43
Income tax provision                                             12                   9                       40
                                                               ----                ----
Net income                                                      $27                 $18                       45
                                                               ====                ====
</TABLE>

o    Net income increased 45% as higher revenue and a lower provision for losses
     offset higher expenses.

o    Net revenues grew 11%.
     - Net interest income rose slightly due to lower funding costs on the
       investment portfolio and the 3Q '02 purchase of the remaining 50% of
       AEB's Brazil joint venture. These were partially offset by declining
       loans in Corporate Banking, due to AEB's exit strategy, and lower
       Personal Financial Services (PFS) loans, due to the Bank's decision to
       temporarily curtail loan origination in Hong Kong.
     - Commissions and fees were up 8% in part due to higher volumes in the
       Financial Institutions Group (FIG) and Private Banking, partially offset
       by lower volumes in PFS.
     - Foreign exchange income & other revenues increased 36% on: higher
       earnings within premium deposits (the joint venture with AEFA) resulting
       from the negative impact of AEB's share of the 2Q '02 WorldCom securities
       loss; higher Private Banking client activity; and mark-to-market gains on
       FIG investments in mutual funds.

o    Human resource and other operating expenses combined were up 16% reflecting
     greater technology costs, merit increases and higher employee benefits.
     This increase is also due in part to the consolidation of the Brazil joint
     venture.

o    The provision for losses decreased 28% as bankruptcy related write-offs in
     the consumer lending portfolio in Hong Kong continued to stabilize,
     although they remain high relative to historical levels.

o    AEB remained "well-capitalized".

<TABLE>
<CAPTION>
                                       6/03               3/03              6/02            Well-Capitalized
                                  ----------------    -------------     --------------    ---------------------
<S>                               <C>                 <C>               <C>               <C>
     Tier 1                            10.5%             10.8%              10.1%                 6.0%
     Total                             10.7%             11.0%              10.6%                10.0%
     Leverage Ratio                     5.5%              5.5%               5.2%                 5.0%
</TABLE>


                                       15

<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                         AMERICAN EXPRESS BANK (CONT'D)
                         ------------------------------



o    EXPOSURES
     ---------
     - AEB's loans outstanding were $5.8B at 6/03 versus $5.6B at 6/02 and $5.7B
       at 3/03. Activity since 6/02 included a $200MM net decrease in corporate
       banking and other loans (including an $80MM increase in loans from the
       purchase of the remaining 50% of AEB's Brazil joint venture), a $200MM
       increase in financial institution loans and a $200MM increase in consumer
       and private banking loans. Consumer and private banking loans comprised
       66% of total loans at 6/03, 65% at 3/03 and 66% at 6/02; corporate
       banking and other loans comprised 6% of total loans at 6/03, 8% at 3/03,
       and 9% at 6/02; and financial institution loans comprised 28% of total
       loans at 6/03, 27% at 3/03, and 25% at 6/02.

     - In addition to the loan portfolio, there are other banking activities,
       such as forward contracts, various contingencies and market placements,
       which added approximately $7.8B to the credit exposures at 6/03, $7.6B at
       3/03, and $7.4B at 6/02. Of the $7.8B of additional exposures at 6/03,
       $5.8B were relatively less risky cash and securities related balances.

<TABLE>
<CAPTION>
       ($ in billions)                                                          6/30/03
                                                  --------------------------------------------------------------------
                                                                                   Net
                                                                               Guarantees                                3/31/03
                                                                  FX and           And                     Total           Total
       Country                                       Loans     Derivatives     Contingents    Other(1)   Exposure(2)     Exposure(2)
       -------                                       -----   -------------   -------------   ---------   --------        --------
<S>                                               <C>        <C>             <C>            <C>        <C>             <C>
       China                                          $0.1             $ -             $ -        $ -           $0.1             $ -
       Hong Kong                                       0.8               -               -        0.1            0.9             1.0
       Indonesia                                         -               -               -          -            0.1             0.1
       Singapore                                       0.7               -             0.1        0.2            1.0             0.8
       Korea                                           0.2               -               -          -            0.3             0.3
       Taiwan                                          0.3               -               -        0.2            0.5             0.4
       Japan                                             -               -               -        0.2            0.2             0.1
       Other                                             -               -               -        0.1            0.2             0.1
                                                  --------          ------          ------     ------         ------          ------
           Total Asia/Pacific Region (2)               2.1               -             0.3        0.8            3.2             3.0
                                                  --------          ------          ------     ------         ------          ------
       Chile                                           0.1               -               -          -            0.1             0.1
       Brazil                                          0.2               -               -        0.1            0.4             0.3
       Mexico                                            -               -               -          -            0.1             0.1
       Cayman Islands                                  0.7               -             0.3        0.1            1.0             0.7
       Other (3)                                       0.1               -               -         -             0.1             0.2
                                                  --------          ------          ------     ------         ------          ------
           Total Latin America (2)                     1.1               -             0.3        0.3            1.8             1.5
                                                  --------          ------          ------     ------         ------          ------
       India                                           0.3               -             0.1        0.3            0.7             0.7
       Pakistan                                        0.1               -               -        0.1            0.2             0.2
       Other                                             -               -               -        0.1            0.2             0.2
                                                  --------          ------          ------     ------         ------          ------
           Total Subcontinent (2)                      0.4               -             0.1        0.5            1.0             1.1
                                                  --------          ------          ------     ------         ------          ------
       Egypt                                           0.1               -               -        0.1            0.2             0.2
       Other                                           0.2               -               -          -            0.3             0.2
                                                  --------          ------          ------     ------         ------          ------
           Total Middle East and Africa (2)            0.3               -             0.1        0.2            0.5             0.5
                                                  --------          ------          ------     ------         ------          ------

           Total Europe (2)                            1.3             0.1             0.5        2.6            4.4             4.6

           Total North America (2)                     0.6             0.1             0.1        1.9            2.7             2.6
                                                  --------          ------          ------     ------         ------          ------

       Total Worldwide (2)                            $5.8           $ 0.3           $ 1.3       $6.2         $ 13.6           $13.3
                                                 =========         =======          ======     ======         ======           =====
</TABLE>

        (1) Includes cash, placements and securities.
        (2) Individual items may not add to totals due to rounding.
        (3) Total exposures to Argentina at 6/30/03 were $28MM, which includes
            loans of $17MM, compared to 3/31/03 exposures of $27MM, including
            $16MM of loans.

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

                                       16

<PAGE>


                            AMERICAN EXPRESS COMPANY
                            ------------------------
                          SECOND QUARTER 2003 OVERVIEW
                          ----------------------------
                         AMERICAN EXPRESS BANK (CONT'D)
                         ------------------------------


o    Total non-performing loans* were $102MM at 6/03, compared to $106MM at 3/03
     and $121MM at 6/02 as AEB continues to wind down its Corporate Banking
     business. The decreases reflect loan payments and write-offs, partially
     offset by net downgrades, mostly in Egypt and India.

o    Other non-performing assets were $16MM at 6/03, $15MM at 3/03 and $2MM at
     6/02.

o    AEB's total credit loss reserves at 6/03 of $151MM compared with $155MM at
     3/03 and $160MM at 6/02, and are allocated as follows:

<TABLE>
<CAPTION>
     (millions)                                           6/03           3/03            6/02
                                                     ----------    -----------     -----------
<S>                                                  <C>           <C>             <C>
     Loans                                                $142           $145            $153
     Other Assets, primarily foreign
       exchange and other derivatives                        5              5               6
     Unfunded contingents                                    4              5               1
                                                          ----           ----            ----
         Total                                            $151           $155            $160
                                                          ====           ====            ====
</TABLE>


     -   Loan loss reserve coverage of non-performing loans* of 139% at 6/03
         compared with 136% at 3/03 and 127% at 6/02.

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 June 30, 2003, management considers
     the loss reserve to be appropriate.



*    AEB defines a non-performing loan as any loan (other than certain
     smaller-balance consumer loans) on which the accrual of interest is
     discontinued because the contractual payment of principal or interest has
     become 90 days past due or if, in management's opinion, the borrower is
     unlikely to meet its contractual obligations.

     For smaller-balance consumer loans related to the Personal Financial
     Services business, management establishes reserves it believes to be
     adequate to absorb credit losses in the portfolio. Generally, these loans
     are written off in full when an impairment is determined or when the loan
     becomes 120 or 180 days past due, depending on loan type. For this
     portfolio, 30-day past due rates were 5.5% at 6/03, as compared to 5.0% at
     3/03 and 4.6% at 6/02.

                                       17

<PAGE>
              INFORMATION RELATING TO FORWARD LOOKING STATEMENTS

THIS SUPPLEMENT INCLUDES FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT TO
RISKS AND UNCERTAINTIES. THE WORDS "BELIEVE," "EXPECT," "ANTICIPATE,"
"OPTIMISTIC," "INTEND," "PLAN," "AIM," "WILL," "SHOULD," "COULD," "LIKELY,"
AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS.
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE
COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING
STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THESE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO: the
company's ability to successfully implement a business model that allows for
significant earnings growth based on revenue growth that is lower than
historical levels, including the ability to improve its operating expense to
revenue ratio both in the short-term and over time, which will depend in part
on the effectiveness of reengineering and other cost control initiatives, as
well as factors impacting the company's revenues; the company's ability to
grow its business and meet or exceed its return on shareholders' equity target
by reinvesting approximately 35% of annually-generated capital, and returning
approximately 65% of such capital to shareholders, over time, which will
depend on the company's ability to manage its capital needs and the effect of
business mix, acquisitions and rating agency requirements; the ability of the
company to generate sufficient revenues for expanded investment spending, to
actually spend such funds over the remainder of the year to the extent
available, particularly if funds for discretionary spending are higher than
anticipated, and to capitalize on such investments to improve business
metrics; credit risk related to consumer debt, business loans, merchant
bankruptcies and other credit exposures both in the U.S. and internationally;
fluctuation in the equity and fixed income markets, which can affect the
amount and types of investment products sold by AEFA, the market value of its
managed assets, and management, distribution and other fees received based on
the value of those assets; AEFA's ability to recover Deferred Acquisition
Costs (DAC), as well as the timing of such DAC amortization, in connection
with the sale of annuity, insurance and certain mutual fund products; changes
in assumptions relating to DAC, which could impact the amount of DAC
amortization; the level of guaranteed minimum death benefits paid to clients;
potential deterioration in AEFA's high-yield and other investments, which
could result in further losses in AEFA's investment portfolio; the ability to
improve investment performance in AEFA's businesses, including attracting and
retaining high-quality personnel; the success, timeliness and financial
impact, including costs, cost savings and other benefits including increased
revenues, of re-engineering initiatives being implemented or considered by the
company, including cost management, structural and strategic measures such as
vendor, process, facilities and operations consolidation, outsourcing
(including, among others, technologies operations), relocating certain
functions to lower cost overseas locations, moving internal and external
functions to the Internet to save costs, and planned staff reductions relating
to certain of such re-engineering actions; the ability to control and manage
operating, infrastructure, advertising and promotion and other expenses as
business expands or changes, including balancing the need for longer-term
investment spending; the potential negative effect on the company's businesses
and infrastructure, including information technology systems, of terrorist
attacks, disasters or other catastrophic events in the future; the impact on
the company's businesses resulting from the recent war in Iraq and its
aftermath and other geopolitical uncertainty; the overall level of consumer
confidence; consumer and business spending on the company's travel related
services products, particularly credit and charge cards and growth in card
lending balances, which depend in part on the ability to issue new and
enhanced card products and increase revenues from such products, attract new
cardholders, capture a greater share of existing cardholders' spending,
sustain premium discount rates, increase merchant coverage, retain cardmembers
after low introductory lending rates have expired, and expand the global
network services business; the impact of severe acute respiratory syndrome
(SARS) on consumer and business spending on travel, including it potential
spread to the United States and other locales that have not, to date, been
significantly affected; the ability to manage and expand cardmember benefits,
including Membership Rewards(R), in a cost effective manner; the triggering of
obligations to make payments to certain co-brand partners, merchants, vendors
and customers under contractual arrangements with such parties under certain
circumstances; successfully cross-selling financial, travel, card and other
products and services to the company's customer base, both in the U.S. and
internationally; a downturn in the company's businesses and/or negative
changes in the company's and its subsidiaries' credit ratings, which could
result in contingent payments under contracts, decreased liquidity and higher
borrowing costs; fluctuations in interest rates, which impact the company's
borrowing costs, return on lending products and spreads in the investment and
insurance businesses; credit trends and the rate of bankruptcies, which can
affect spending on card products, debt payments by individual and corporate
customers and businesses that accept the company's card products and returns
on the company's investment portfolios; fluctuations in foreign currency
exchange rates; political or economic instability in certain regions or
countries, which could affect lending and other commercial activities, among
other businesses, or restrictions on convertibility of certain currencies;
changes in laws or government regulations; the costs and integration of
acquisitions; the ability to accurately interpret and apply FASB
Interpretation No. 46, the recently issued accounting rule related to the
consolidation of variable interest entities, including those involving
collateralized debt obligations (CDOs) and secured loan trusts (SLTs) that the
company manages and/or invests in, and the impact of the rule on both the
company's balance sheet and results of operations, which could be greater or
less than that estimated by management to the extent that certain assumptions
have to be revised, such as estimates of the valuations of the underlying
collateral of the CDO or SLT structures, or the application of the rule to
certain types of structures has to be re-evaluated; and outcomes and costs
associated with litigation and compliance and regulatory matters. A further
description of these and other risks and uncertainties can be found in the
company's Annual Report on Form 10-K for the year ended December 31, 2002, and
its other reports filed with the SEC.





                                       18




</TEXT>
</DOCUMENT>
