Filed Pursuant to Rule 424(b)(2)
File No. 333-160018
Pricing Supplement No. 125
Dated: June 7, 2012
(To Prospectus dated June 16, 2009 and Prospectus Supplement dated June 16, 2009)
CALCULATION OF REGISTRATION FEE
| Class of securities offered | Medium-Term Senior Notes, Series D |
| Aggregate offering price | $750,000,000 |
| Amount of registration fee | $85,950* |
*The filing fee of $85,950 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
This Pricing Supplement consists of 4 page(s).
AMERICAN EXPRESS CREDIT CORPORATION
Medium-Term Senior Notes, Series D
Due Nine Months or More from Date of Issue
Principal Amount or Face Amount: $750,000,000
Issue Price: 100.00%, plus accrued interest, if any, from June 12, 2012
Proceeds to Company on original issuance: $748,125,000 (before expenses)
Commission: $1,875,000 (0.250%)
| Agent: | |||
| [ ] Banc of America Securities LLC | [X] | J. P. Morgan Securities LLC | |
| [X] Barclays Capital Inc. | [ ] | Merrill Lynch Pierce Fenner & Smith Inc. | |
| [ ] BNP Paribas Securities Corp. | [ ] | RBS Securities Inc. | |
| [ ] BNY Mellon Capital Markets, LLC | [X] | UBS Securities LLC | |
| [ ] Citigroup Global Markets Inc. | [ ] | Utendahl Capital Partners, L.P. | |
| [ ] Credit Suisse Securities (USA) LLC | [X] | Wells Fargo Securities, LLC | |
| [ ] Deutsche Bank Securities Inc. | [X] | The Williams Capital Group, L.P. | |
| [X] Goldman, Sachs & Co. | [X] | Other: | CastleOak Securities, L.P. |
| Agent | Amount | ||
| Goldman, Sachs & Co. | $200,000,000 | ||
| J.P. Morgan Securities LLC | 200,000,000 | ||
| UBS Securities LLC | 200,000,000 | ||
| Barclays Capital Inc. | 46,250,000 | ||
| U.S. Bancorp Investments, Inc. | 46,250,000 | ||
| Wells Fargo Securities, LLC | 46,250,000 | ||
| CastleOak Securities, L.P. | 3,750,000 | ||
| Samuel A. Ramirez & Company, Inc. | 3,750,000 | ||
| The Williams Capital Group, L.P. | 3,750,000 | ||
| Total | $750,000,000 | ||
| Agents’ capacity on original issuance: | [ ] As Agent | ||
| [X] As Principal | |||
If as principal:
[ ] The Notes are being offered at varying prices related to prevailing market prices at the time of resale.
[X] The Notes are being offered at a fixed initial public offering price of 100.00% of Principal Amount or Face Amount.
Form of Note: [X] Global [ ] Definitive
Trade Date: | June 7, 2012 |
Original Issue Date: | June 12, 2012 |
Stated Maturity: | June 12, 2015 |
Specified Currency (if other than U.S. Dollars): N/A
Authorized Denominations (if other than as set forth in the Prospectus Supplement): Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
Interest Payment Dates: Quarterly on the 12th day of each March, June, September and December; subject to adjustment in accordance with the modified following business day convention.
First Interest Payment Date: September 12, 2012
Indexed Principal Note: [ ] Yes (See Attached) [X] No
Type of Interest Rate: [ ] Fixed Rate [X] Floating Rate [ ] Indexed Rate (See Attached)
Interest Rate (Fixed Rate Notes): N/A
Initial Interest Rate (Floating Rate Notes): TBD
| Base Rate: | [ ] CD Rate | [ ] Commercial Paper Rate |
| [ ] EURIBOR | [ ] Federal Funds Rate | |
| [X] LIBOR | [ ] Treasury Rate | |
| [ ] Prime Rate | [ ] Other (See Attached) |
Calculation Agent: The Bank of New York Mellon
Computation of Interest (If other than as set forth in the Prospectus Supplement):
| [ ] 30 over 360 | [ ] Actual over Actual |
| [X] Actual over 360 | [ ] Other (See Attached) |
Interest Reset Dates: Quarterly on the 12th day of each March, June, September and December; subject to adjustment in accordance with the modified following business day convention.
Rate Determination Dates (If other than as set forth in the Prospectus Supplement): Second London banking day prior to applicable Interest Reset Date
Index Maturity: 90 days
Spread (+/-): +110 basis points
Spread Multiplier: None
Change in Spread, Spread Multiplier or Fixed Interest Rate prior to Stated Maturity:
[ ] Yes (See Attached) [X] No
Maximum Interest Rate: None
Minimum Interest Rate: None
Amortizing Note: [ ] Yes (See Attached) [X] No
Optional Redemption: [ ] Yes [X] No
Optional Redemption Dates: N/A
Redemption Prices: N/A
Redemption: [ ] In whole only and not in part
[ ] May be in whole or in part
Optional Repayment: [ ] Yes [X] No
Optional Repayment Dates: N/A
Optional Repayment Prices: N/A
Discount Note: [ ] Yes [X] No
Total Amount of OID: N/A
Bond Yield to Call: N/A
Yield to Maturity: N/A
CUSIP: 0258M0DF3
ISIN: US0258M0DF38
DESCRIPTION OF THE NOTES:
The description in this Pricing Supplement of the particular terms of the Medium-Term Senior Notes offered hereby supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Notes set forth in the accompanying Prospectus dated June 16, 2009 and Prospectus Supplement dated June 16, 2009, to which reference is hereby made.
