<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 24, 1995)
$250,000,000
[LOGO]
AMERICAN EXPRESS CREDIT CORPORATION
6 1/2% SENIOR NOTES DUE AUGUST 1, 2000
----------------
Interest Payable February 1 and August 1
-------------------
The Notes may not be redeemed prior to maturity by the Company and do not
provide for any sinking fund.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
<TABLE>
<CAPTION>
Price to Underwriting Proceeds to
Public(1) Discount Company (1)(2)
<S> <C> <C> <C>
Per Note................................... 99.692% 0.450% 99.242%
Total...................................... $249,230,000 $1,125,000 $248,105,000
<FN>
(1) Plus accrued interest, if any, from August 2, 1995 to date of delivery.
(2) Before deducting expenses payable by the Company estimated at $100,000.
</TABLE>
---------------------
The Notes offered by this Prospectus Supplement are offered by the
Underwriters subject to prior sale, withdrawal, cancellation or modification of
the offer without notice, to delivery to and acceptance by the Underwriters and
to certain further conditions. It is expected that the Notes will be ready for
delivery in book-entry form only through the facilities of The Depository Trust
Company in New York, New York, on or about August 2, 1995, against payment
therefor in immediately available funds.
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
July 28, 1995
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------
SUMMARY FINANCIAL INFORMATION
The following summary of certain consolidated financial information of the
Company for each of the five years in the period ended December 31, 1994 was
derived from the audited consolidated financial statements for the years then
ended, and should be read in conjunction with the information and audited
consolidated financial statements contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994, as amended by Amendment No. 1 on
Form 10-K/A dated May 8, 1995, available as described in the Prospectus under
"Documents Incorporated by Reference". The financial information for the three
month periods ended March 31, 1995 and 1994 has been derived from the Company's
unaudited consolidated financial statements contained in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1995, which is also
available and incorporated herein by reference. Requests for documents
incorporated by reference should be directed to the Company at 301 North Walnut
Street, Wilmington, Delaware 19801 (tel. 302-516-4887).
SELECTED INCOME STATEMENT DATA
(IN MILLIONS)
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
(UNAUDITED) YEAR ENDED DECEMBER 31,
-------------------- -----------------------------------------------------
1995 1994 1994 1993 1992 1991 1990
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues........................................ $ 460 $ 314 $ 1,401 $ 1,282 $ 1,605 $ 2,070 $ 2,131
--------- --------- --------- --------- --------- --------- ---------
Interest expense................................ 253 150 736 599 728 946 1,022
Provision for doubtful accounts, net of
recoveries.................................... 128 119 443 475 661 855 811
Other operating expenses........................ 2 1 8 7 8 8 8
Income tax provision............................ 27 15 75 64 70 87 99
Extraordinary charge for early retirement of
debt (net of income tax of $12 million)....... -- -- -- 22 -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income (a).................................. $ 50 $ 29 $ 139 $ 115 $ 138 $ 174 $ 191
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
</TABLE>
SELECTED BALANCE SHEET DATA
(IN MILLIONS)
<TABLE>
<CAPTION>
MARCH 31,
(UNAUDITED) DECEMBER 31,
-------------------- -----------------------------------------------------
ASSETS 1995 1994 1994 1993 1992 1991 1990
- ------------------------------------------------ --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Accounts receivable............................. $ 13,200 $ 12,546 $ 14,020 $ 12,968 $ 11,699 $ 12,220 $ 13,068
Reserve for doubtful accounts................... (517) (552) (498) (542) (603) (731) (719)
Loans and deposits with affiliates.............. 2,650 2,000 2,650 2,000 2,140 2,000 1,508
All other assets................................ 1,679 2,142 696 517 395 638 365
--------- --------- --------- --------- --------- --------- ---------
Total assets.................................... $ 17,012 $ 16,136 $ 16,868 $ 14,943 $ 13,631 $ 14,127 $ 14,222
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
<CAPTION>
LIABILITIES AND SHAREHOLDER'S EQUITY
- ------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Short-term senior debt.......................... $ 12,093 $ 11,512 $ 11,525 $ 9,738 $ 7,581 $ 7,918 $ 7,450
Current portion of long-term senior debt........ 437 548 405 692 969 766 821
Current portion of subordinated debt............ -- -- -- -- -- 2 2
Long-term senior debt........................... 2,117 1,643 2,282 1,776 2,303 3,120 3,377
Long-term subordinated debt..................... -- -- -- -- -- 16 26
Other liabilities and deferred discount
revenue....................................... 582 742 923 1,075 1,106 521 936
Shareholder's equity............................ 1,783 1,691 1,733 1,662 1,672 1,784 1,610
--------- --------- --------- --------- --------- --------- ---------
Total liabilities and shareholder's equity...... $ 17,012 $ 16,136 $ 16,868 $ 14,943 $ 13,631 $ 14,127 $ 14,222
--------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- ---------
<FN>
- ------------------
(a) Net income primarily depends on the volume of receivables arising from
the use of the Card purchased by the Company from TRS, the discount rates
applicable thereto and the relationship of total discount to the Company's
interest expense and the collectibility of the receivables purchased. The
receivables agreements with TRS generally require that the discount rate for new
non-interest-bearing
</TABLE>
S-2
<PAGE>
<TABLE>
<S> <C>
Cardmember receivables acquired by the Company must be sufficient to yield to
the Company earnings of not less than 1.25 times its fixed charges, on an annual
basis. A reduction in the ratio may lessen discount rates and, consequently,
revenues and net income of the Company.
</TABLE>
RATIO OF EARNINGS TO FIXED CHARGES
The unaudited ratios of earnings to fixed charges for each of the five years
ended December 31, 1994 and the three months ended March 31, 1995 are set forth
in the Prospectus under "The Company--Ratio of Earnings to Fixed Charges".
DESCRIPTION OF THE NOTES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE NOTES OFFERED
HEREBY SUPPLEMENTS THE DESCRIPTION OF THE GENERAL TERMS AND PROVISIONS OF DEBT
SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH REFERENCE IS HEREBY MADE.
GENERAL
The Notes will be limited to $250,000,000 aggregate principal amount and
will mature on August 1, 2000. The Notes will bear interest at the rate per
annum shown on the cover page of this Prospectus Supplement from August 2, 1995,
or from the most recent Interest Payment Date to which interest has been paid or
provided for, payable semiannually on February 1 and August 1 of each year,
commencing on February 1, 1996, to the persons in whose names the Notes are
registered at the close of business on the January 15 and July 15, as the case
may be, next preceding such Interest Payment Date. The Notes are to be issued
only in registered form, without coupons, in denominations of $1,000 and any
integral multiples thereof.
The Notes will be represented by one or more global Notes (each a "Global
Note") registered in the name of the nominee of The Depository Trust Company
("DTC"). Ownership of beneficial interests in a Global Note will be limited to
institutions that have accounts with DTC or its nominee ("participants") or
persons that may hold interests through participants. The Company has been
advised by DTC that upon the issuance of a Global Note and the deposit of such
Global Note with DTC, DTC will immediately credit, on its book-entry
registration and transfer system, the respective principal amounts of the Notes
represented by such Global Note to the accounts of participants. The accounts to
be credited shall be designated by the Underwriters.
The Company has been advised by DTC that upon receipt of any payment of
principal of or any premium or interest in respect of a Global Note, DTC will
immediately credit, on its book-entry registration and transfer system, accounts
of participants with payments in amounts proportionate to their respective
beneficial interests in the principal amount of such Global Note as shown on the
records of DTC. Payments by participants to owners of beneficial interests in a
Global Note held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street name," and will be the sole
responsibility of such participants.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was
created to hold securities of its participants and to facilitate the clearance
and settlement of securities transactions, such as transfers and pledges, among
its participants in such securities through electronic computerized book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers (including the Underwriters), banks, trust
companies, clearing corporations and certain other organizations, some of whom
(and/or their representatives) own DTC. Access to DTC's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly.
REDEMPTION
The Notes may not be redeemed at the option of the Company prior to
maturity.
S-3
<PAGE>
THE TRUSTEE
The Trustee for the Notes will be The Chase Manhattan Bank, N.A., pursuant
to a Seventh Supplemental Indenture, dated as of July 28, 1995. The Trustee has
extended lines of credit to the Company, and, either as principal or fiduciary,
may own debt of the Company. The Company has other customary banking
relationships with the Trustee in the ordinary course of business. American
Express Company also presently has or may have customary banking relationships
with the Trustee.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase, the principal amount of
the Notes set forth opposite its name:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
- ------------------------------------------------------------------------ ----------------
<S> <C>
Lehman Brothers Inc..................................................... $ 50,000,000
Bear, Stearns & Co. Inc................................................. 50,000,000
Goldman, Sachs & Co..................................................... 50,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated...................... 50,000,000
Salomon Brothers Inc.................................................... 50,000,000
----------------
Total................................................................. $ 250,000,000
----------------
----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to the public
at the initial public offering price set forth on the cover page of this
Prospectus Supplement and in part to certain securities dealers at such price
less a concession of 0.300% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.125% of the principal amount of the Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
Settlement for the Notes will be made in immediately available funds and all
secondary trading in the Notes will settle in immediately available funds. See
"Description of the Notes -- General".
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
S-4
<PAGE>
- ---------------------------------------------
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- ---------------------------------------------
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS
NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
---------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
Page
---
<S> <C>
Summary Financial Information...................... S-2
Description of the Notes........................... S-3
Underwriting....................................... S-4
PROSPECTUS
Available Information.............................. 2
Documents Incorporated by Reference................ 2
The Company........................................ 3
Use of Proceeds.................................... 4
Description of Debt Securities..................... 4
Description of Warrants............................ 9
Plan of Distribution............................... 10
Legal Matters...................................... 11
Experts............................................ 11
</TABLE>
$250,000,000
[LOGO]
AMERICAN EXPRESS
CREDIT CORPORATION
6 1/2% SENIOR NOTES
DUE AUGUST 1, 2000
-------------------
PROSPECTUS SUPPLEMENT
July 28, 1995
---------------------
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
SALOMON BROTHERS INC
- ---------------------------------------------
---------------------------------------------
- ---------------------------------------------
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