SUPPLEMENT NO. 2 TO PROSPECTUS SUPPLEMENT DATED FEBRUARY 5, 2003
(To Prospectus Dated January 31, 2003)
 | $16,000,000,000 American Express Credit Corporation Medium-Term Senior Notes, Series B Due Nine Months or More from Date of Issue |
American Express Credit Corporation may offer from time to time its medium-term senior notes, Series B. Notwithstanding anything in the prospectus supplement dated February 5, 2003, as supplemented by Supplement No. 1, dated December 7, 2005, to such prospectus supplement, to the contrary, we may offer from time to time up to U.S.$16,000,000,000 or the equivalent in other currencies or currency units of the notes described in this supplement and the prospectus supplement dated February 5, 2003, as supplemented by Supplement No. 1, dated December 7, 2005, to such prospectus supplement. As of the date of this supplement, U.S.$21,400,000,000 of the notes have been issued. At the conclusion of this offering, including all notes we have previously issued, we will have issued $22,800,000,000 of the notes. The final terms of each note offered will be included in a pricing supplement. Unless a pricing supplement states otherwise, the notes offered will have the following general terms:
• The notes will mature in nine months or more from the date of issue.
• The notes will bear interest at either a fixed or a floating rate. Floating rate interest will be based on:
| • Commercial Paper Rate |
| • Federal Funds Rate |
| • CD Rate |
| • LIBOR |
| • EURIBOR |
| • Prime Rate |
| • Treasury Rate |
| • Any other rate specified in the applicable pricing supplement. |
• The notes may be indexed in which payments of interest or principal may be linked to the price of one or more securities, currencies, commodities or other goods.
• Fixed rate interest will be paid on February 1 and August 1, accruing from the date of issue.
• Floating rate interest will be paid on the dates stated in the applicable pricing supplement.
• The notes will be held in global form through The Depository Trust Company, unless otherwise specified.
• The notes may be either redeemed by us or repaid at your option if specified in the applicable pricing supplement.
• The notes will be denominated in U.S. dollars unless another currency is specified in the applicable pricing supplement and will have minimum denominations of $100,000 unless otherwise specified.
| Price to Public | Discounts and Commissions | Proceeds to Us | ||||
Per Note(1) | 100% | 0.010%–0.750% | 99.250%–99.990% | |||
Total(1) | $16,000,000,000 | $1,600,000–$120,000,000 | $15,880,000,000–$15,998,400,000 | |||
(1) Unless a pricing supplement states otherwise.
You should consider carefully the information under “Risk Factors” beginning on page S-5 of the prospectus supplement dated February 5, 2003.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this supplement, the prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Offers to purchase the notes are being solicited from time to time by the agents listed below. The agents have agreed to use their reasonable efforts to sell the notes. There is no established trading market for the notes and there can be no assurance that a secondary market for the notes will develop.
| ABN AMRO Incorporated | Banc of America Securities LLC | |
| Barclays Capital | BNP PARIBAS | |
| Citigroup | Credit Suisse | |
| Deutsche Bank Securities | JPMorgan | |
| Lehman Brothers | Utendahl Capital Partners, L.P. | |
| Wachovia Securities | ||
May 5, 2006
TABLE OF CONTENTS Where You Can Find More Information Documents Incorporated by Reference Summary of the Offering Risk Factors Important Currency Information Ratio of Earnings to Fixed Charges Use of Proceeds of the Notes Description of Notes Certain United States Federal Income Tax Consequences Plan of Distribution Experts You should rely only on the information contained in this supplement and the accompanying prospectus supplement and prospectus and the pricing supplement as well as the information incorporated by reference. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell the notes. The information incorporated by reference or contained in this supplement or the accompanying prospectus supplement and prospectus may only be accurate on the date of this supplement. PS-2 Page Supplement No. 2 PS-3 PS-4 PS-5 Prospectus Supplement S-3 S-3 S-4 S-5 S-7 S-7 S-8 S-8 S-20 S-27 S-28 Prospectus About this Prospectus 2 Where You Can Find More Information 2 American Express Credit Corporation 3 Use of Proceeds 4 Description of Debt Securities 5 Description of Warrants 11 Plan of Distribution 12 Legal Matters 13 Experts 13
DOCUMENTS INCORPORATED BY REFERENCE The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this supplement. Information that we file later with the SEC will automatically update and supersede this information. In all cases, you should rely on the later information over different information included in this supplement, the prospectus supplement, as previously supplemented to the date of this supplement, the accompanying prospectus or in previously incorporated documents. We incorporate by reference the document listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Securities Exchange Act, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K until the offering of these notes has been completed: You may request a copy of these filings, at no cost, by writing or telephoning us at the following address or number: American Express Credit Corporation PS-3• Annual Report on Form 10-K for the year ended December 31, 2005.
301 North Walnut Street
Wilmington, Delaware 19801
Attention: President
(302) 594-3350
Under the terms of an agency agreement, dated as of December 21, 2001, as amended on April 1, 2002, February 5, 2003, December 7, 2005 and May 4, 2006, we will offer the notes on a continuous basis through ABN AMRO Incorporated, Banc of America Securities LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Lehman Brothers Inc., Utendahl Capital Partners, L.P., and Wachovia Capital Markets, LLC, as agents. Each of the agents has agreed to use its reasonable efforts to solicit offers to purchase the notes. We will pay each agent a commission of from 0.010% to 0.750% of the principal amount of each note sold through the agent. We will have the sole right to accept offers to purchase notes and we may reject any such offer, in whole or in part. Each agent shall have the right, in its discretion reasonably exercised, without notice to us, to reject any offer to purchase notes received by it, in whole or in part. We reserve the right to sell notes directly on our own behalf, in which case no commission will be payable to an agent. We may also sell the notes to an agent as principal for its own account at discounts to be agreed upon at the time of sale. That agent may resell these notes to investors and other purchasers at a fixed offering price or at prevailing market prices, or prices related thereto at the time of resale or otherwise, as that agent determines and as we will specify in the applicable pricing supplement. An agent may offer the notes it has purchased as principal to other dealers. That agent may sell the notes to any dealer at a discount and, unless otherwise specified in the applicable pricing supplement, the discount allowed to any dealer will not be in excess of the discount that agent will receive from us. After the initial public offering of notes that an agent is to resell (in the case of notes to be resold at a fixed public offering price), the agent may change the public offering price, the concession and the discount. Unless otherwise provided in the applicable pricing supplement, we do not intend to apply for the listing of the notes on a national securities exchange, but have been advised by the agents that they intend to make a market in these securities, as applicable laws and regulations permit. The agents are not obligated to do so, however, and the agents may discontinue making a market at any time without notice. No assurance can be given as to the liquidity of any trading market for these securities. We estimate that our total expenses for the offering, excluding underwriting commissions or discounts, will be approximately $4,600,000. Some of the agents or their affiliates have from time to time provided, and may in the future provide, investment banking and general financing and banking services to us and our affiliates. To the extent that the proceeds of any offering of the notes are used to repay indebtedness owed to affiliates of the agents, such offerings will be made pursuant to Rule 2710(c)(8) of the Conduct Rules of the National Association of Securities Dealers, Inc. One of the agents for the notes, J.P. Morgan Securities Inc. is an affiliate of the trustee. In connection with an offering of the notes, the agents may purchase and sell notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. The agents also may impose a penalty bid. This occurs when a particular agent repays to the agents a portion of the underwriting discount received by it because the agents have repurchased notes sold by or for the account of such agent in stabilizing or short covering transactions. These activities by the agents may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the agents at any time. These transactions may be effected in the over-the-counter market or otherwise. Each agent may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, or the Securities Act. We have agreed to indemnify each agent against liabilities under the Securities Act, PS-4• Short sales involve the sale by the agents of a greater number of notes than they are required to purchase in the offering. • Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
or contribute to payments which the agents may be requested to make in that respect. We will reimburse the agents for customary legal and other expenses incurred by them in connection with the offer and sale of the notes. Unless otherwise indicated in the applicable pricing supplement, the purchase price of the notes will be required to be paid in immediately available funds in New York, New York. The financial statements as of and for the year ended December 31, 2005 that we have incorporated in this supplement to the prospectus supplement by reference to our Annual Report on Form 10-K for the year ended December 31, 2005, or our Annual Report, have been audited by PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, New York 10017, independent registered public accountants, to the extent indicated in their report included in our Annual Report, and the financial statements that we have incorporated in this supplement to the prospectus supplement as of and for the years ended December 31, 2004 and 2003 included in our Annual Report have been audited by Ernst & Young LLP, 5 Times Square, New York, New York 10036, independent registered public accountants, to the extent indicated in their report included in our Annual Report. We have incorporated by reference the financial statements in this supplement to the prospectus supplement in reliance upon the reports of those firms, given on their authority as experts in accounting and auditing. PS-5
$16,000,000,000 American Express Credit Corporation Medium-Term Senior Notes, Series B
Due Nine Months or More From Date of Issue
SUPPLEMENT NO. 2 DATED MAY 5, 2006
TO
PROSPECTUS SUPPLEMENT DATED FEBRUARY 5, 2003
(To prospectus dated January 31, 2003)ABN AMRO Incorporated Banc of America Securities LLC Barclays Capital BNP PARIBAS Citigroup Credit Suisse Deutsche Bank Securities JPMorgan Lehman Brothers Utendahl Capital Partners, L.P. Wachovia Securities