Obbligazione AmeriExpress 2.315% ( US025816CE78 ) in USD

AmeriExpress

100 USD ▼

Stati Uniti

US025816CE78 ( in USD )

2.315% per anno ( pagato 4 volte l'anno)

19/05/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione American Express US025816CE78 in USD 2.315%, scaduta

2 000 USD

900 000 000 USD

025816CE7

BBB+ ( Lower medium grade - Investment-grade )

A3 ( Upper medium grade - Investment-grade )

American Express è una società multinazionale di servizi finanziari che offre carte di credito, carte di debito, servizi di trasferimento di denaro e altri prodotti finanziari a clienti individuali e aziende in tutto il mondo.

The Obbligazione issued by AmeriExpress ( United States ) , in USD, with the ISIN code US025816CE78, pays a coupon of 2.315% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 19/05/2022

The Obbligazione issued by AmeriExpress ( United States ) , in USD, with the ISIN code US025816CE78, was rated A3 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by AmeriExpress ( United States ) , in USD, with the ISIN code US025816CE78, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2 1 a2238840z424b2.htm 424B2
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Maximum Aggregate
Amount of
to be Registered

Offering Price

Registration Fee(1)(2)

2.750% Notes due May 20, 2022

$1,250,000,000

$151,500

Floating Notes due May 20, 2022

$900,000,000

$109,080

3.125% Notes due May 20, 2026

$850,000,000

$103,020

Total

$3,000,000,000

$363,600

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
This "Calculation of Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the Company's Registration
Statement on Form S-3 (File No. 333-223581) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Number 333-223581
PROSPECTUS SUPPLEMENT
(To Prospectus Dated March 12, 2018)
$3,000,000,000
American Express Company

$1,250,000,000 2.750% Notes due May 20, 2022
$900,000,000 Floating Rate Notes due May 20, 2022
$850,000,000 3.125% Notes due May 20, 2026
We are offering $1,250,000,000 principal amount of our 2.750% notes due May 20, 2022, or the 2022 fixed rate notes, $900,000,000 principal
amount of our floating rate notes due May 20, 2022, or the floating rate notes, and $850,000,000 principal amount of our 3.125% notes due May 20,
2026, or the 2026 fixed rate notes. In this prospectus supplement, we refer to the 2022 fixed rate notes and the 2026 fixed rate notes collectively as the
fixed rate notes and we refer to the fixed rate notes and the floating rate notes collectively as the notes.
We will pay interest on the fixed rate notes semi-annually in arrears on May 20 and November 20 of each year, beginning November 20, 2019.
The 2022 fixed rate notes will mature on May 20, 2022 and the 2026 fixed rate notes will mature on May 20, 2026. We will pay interest on the floating
rate notes quarterly in arrears on February 20, May 20, August 20 and November 20 of each year, beginning August 20, 2019, at a rate per annum, reset
quarterly, equal to three-month LIBOR plus 0.620%, accruing from May 20, 2019. The floating rate notes will mature on May 20, 2022.
We may redeem the notes, in whole or in part, on or after the date that is 31 days prior to the maturity date at a redemption price equal to the
principal amount of the notes being redeemed, together with any accrued and unpaid interest thereon to the date fixed for redemption. We may not
redeem the notes prior to the date that is 31 days prior to the maturity date except upon the occurrence of a Tax Event (as defined under the heading
"Description of Notes--Optional Redemption--Redemption Upon a Tax Event"). The notes will be our senior unsecured obligations and will rank prior
to all of our present and future subordinated indebtedness and on an equal basis with all of our other present and future senior unsecured indebtedness.
We will not list the notes on any exchange.
We will only issue the notes in book-entry form registered in the name of a nominee of The Depository Trust Company, New York, New York, or
DTC. Beneficial interests in the notes will be shown on, and transfers of such interests will be made only through, records maintained by DTC and its
participants, including Euroclear Bank SA/NV, as operator of the Euroclear system, and Clearstream Banking, societe anonyme. Except as described in
this prospectus supplement, we will not issue notes in definitive form.
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

The underwriters are offering the notes for sale in those jurisdictions both inside and outside the United States where it is lawful to make such
offers.
Investing in the notes involves risks. You should carefully consider the information under "Risk Factors" included in this prospectus
supplement, on page 2 of the accompanying prospectus and on page 15 of our Annual Report on Form 10-K for the year ended December 31,
2018 incorporated herein by reference.

Underwriting
Discounts and
Proceeds to

Price to Public(1)

Commissions

the Company(1)(2)

Per 2022 fixed rate note

99.880%

0.250%

99.630%

Total for 2022 fixed rate notes

$1,248,500,000
$3,125,000

$1,245,375,000

Per floating rate note

100.000%

0.250%

99.750%

Total for floating rate notes

$900,000,000

$2,250,000

$897,750,000

Per 2026 fixed rate note

99.732%

0.400%

99.332%

Total for 2026 fixed rate notes

$847,722,000

$3,400,000

$844,322,000

(1)
Plus accrued interest, if any, from May 20, 2019.
(2)
Before offering expenses.
Delivery of the notes will be made on or about May 20, 2019.
Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Joint Book-Running Managers
Barclays
BofA Merrill Lynch
HSBC
Wells Fargo Securities
Co-Managers
Lloyds Securities MUFG SMBC Nikko
Standard Chartered Bank TD Securities
Junior Co-Managers
The Williams Capital Group, L.P.

Westpac Capital Markets LLC

The date of this prospectus supplement is May 15, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-1

Summary
S-3

Risk Factors
S-7

Cautionary Statement Regarding Forward-Looking Information
S-10

https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

Use of Proceeds
S-11

Description of Notes
S-12

Taxation
S-19

Underwriting
S-20

Where You Can Find More Information
S-24

Incorporation of Certain Documents by Reference
S-24

Legal Matters
S-25

Experts
S-25
Prospectus

Page
About this Prospectus

ii

Where You Can Find More Information
ii

Incorporation of Certain Documents by Reference
ii

Forward-Looking Statements
iv

The Company
1

Risk Factors
2

Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
7

Use of Proceeds
8

Description of Debt Securities
9

Description of Preferred Shares
31

Description of Depositary Shares
33

Description of Common Shares
34

Description of Securities Warrants
36

Description of Other Warrants
37

ERISA Considerations
38

Taxation
40

Plan of Distribution
50

Legal Matters
52

Experts
52
S-i
Table of Contents
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes that we are offering and
other matters relating to us and our financial condition. The second part is the accompanying prospectus, which gives more general information about
securities we may offer from time to time, some of which does not apply to the notes that we are offering. The description of the terms of the notes
contained in this prospectus supplement supplements the description under "Description of Debt Securities" in the accompanying prospectus, and to the
extent it is inconsistent with that description, the information in this prospectus supplement replaces the information in the accompanying prospectus.
Generally, when we refer to the prospectus, we are referring to both parts of this document combined. If information in this prospectus supplement
differs from information in the accompanying prospectus, you should rely on the information in the prospectus supplement.
When we use the terms "American Express," the "Company," "we," "us" or "our" in this prospectus supplement, we mean American Express
Company and its subsidiaries, on a consolidated basis, unless we state or the context implies otherwise (including as noted in "Description of Notes"
herein).
We are responsible only for the information contained in or incorporated by reference into this prospectus supplement, the accompanying
prospectus, the documents incorporated by reference herein and therein and any related free writing prospectus issued or authorized by us. Neither we
nor the underwriters have authorized anyone to provide you with any other information, and we and the underwriters take no responsibility for any other
information that others may give you. We and the underwriters are offering to sell the notes only under the circumstances and in jurisdictions where
offers and sales are permitted. The information incorporated by reference into or contained in this prospectus supplement and the accompanying
prospectus is accurate only as of the date on the front of those documents, regardless of the time of delivery of those documents or any sale of the notes.
To the extent the offer of the notes contemplated by this prospectus supplement and the accompanying prospectus is made in any Member State of
the European Economic Area ("EEA"), the offer is only addressed to qualified investors in that Member State within the meaning of the Prospectus
Directive or has been or will be made otherwise in circumstances that do not require us or the underwriters to publish a prospectus pursuant to the
Prospectus Directive.
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European Union will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of notes. Accordingly any person
making or intending to make any offer within the EEA of notes which are the subject of the offer contemplated in this prospectus supplement may only
do so in circumstances in which no obligation arises for us to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. We have not authorized the making of any offer
(other than Permitted Public Offers) of notes in circumstances in which an obligation arises for us to publish or supplement a prospectus for such offer.
This prospectus supplement and the accompanying prospectus are only being distributed to and are only directed at: (i) persons who are outside the
United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant persons"). The notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this prospectus supplement and the accompanying prospectus or any of their respective contents.
S-1
Table of Contents
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come should inform themselves about
and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, 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 any person to whom it is unlawful to make such offer or solicitation.
S-2
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

Table of Contents
SUMMARY
The following summary highlights selected information included in or incorporated by reference into this prospectus supplement and the
accompanying prospectus. It does not contain all of the information that you should consider before making an investment decision. You should
carefully read this prospectus supplement and the accompanying prospectus in its entirety, including the documents incorporated by reference in the
foregoing documents, especially the risks of investing in our notes discussed under the heading "Risk Factors" included in this prospectus supplement,
on page 2 of the accompanying prospectus and on page 15 of our Annual Report on Form 10-K for the year ended December 31, 2018, and other
information incorporated by reference into this prospectus supplement and the accompanying prospectus, which are described under "Incorporation of
Certain Documents by Reference" in this prospectus supplement and the accompanying prospectus.
The Company
American Express is a globally integrated payments company that provides customers with access to products, insights and experiences that enrich
lives and build business success. Our principal products and services are charge and credit card products and travel-related services offered to
consumers and businesses around the world.
We and our principal operating subsidiary, American Express Travel Related Services Company, Inc., are bank holding companies under the Bank
Holding Company Act of 1956, as amended, subject to supervision and examination by the Board of Governors of the Federal Reserve System.
Our range of products and services includes:
·
Charge card, credit card and other payment and financing products
·
Merchant acquisition and processing, servicing and settlement, and point-of-sale marketing and information products and services for
merchants
·
Network services
·
Other fee services, including fraud prevention services and the design and operation of customer loyalty programs
·
Expense management products and services
·
Travel-related services
Our various products and services are sold globally to diverse customer groups through various channels, including mobile and online applications,
third-party vendors and business partners, direct mail, telephone, in-house sales teams and direct response advertising.
Our general-purpose card network, card-issuing and merchant-acquiring and processing businesses are global in scope. We are a world leader in
providing charge and credit cards to consumers, small businesses, mid-sized companies and large corporations. These cards include cards issued by
American Express as well as cards issued by third-party banks and other institutions that are accepted by merchants on the American Express network.
American Express® cards permit Card Members to charge purchases of goods and services at the millions of merchants around the world that accept
cards bearing our logo. At March 31, 2019, we had total worldwide cards-in-force of 113.9 million (including cards issued by third parties). For the
three months ended March 31, 2019, our worldwide billed business (spending on American Express® cards, including cards issued by third parties) was
$295.7 billion.
S-3
Table of Contents

https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

The Offering
Issuer

American Express Company.

Offered Securities
$1,250,000,000 initial aggregate principal amount of
2.750% Notes due May 20, 2022, or the 2022 fixed rate
notes.

$900,000,000 initial aggregate principal amount of
Floating Rate Notes due May 20, 2022, or the floating
rate notes.

$850,000,000 initial aggregate principal amount of
3.125% Notes due May 20, 2026, or the 2026 fixed rate
notes.

Maturity Dates
The 2022 fixed rate notes will mature on May 20, 2022.

The floating rate notes will mature on May 20, 2022.

The 2026 fixed rate notes will mature on May 20, 2026.

Interest Rates and Payment Dates
The 2022 fixed rate notes will bear interest at the rate of
2.750% per annum payable semi-annually in arrears on
May 20 and November 20 of each year, beginning
November 20, 2019.

The floating rate notes will bear interest at a rate per
annum, reset quarterly, equal to three-month LIBOR (as
defined below) plus 0.620%. The interest on the floating
rate notes will be payable quarterly in arrears on February
20, May 20, August 20, and November 20 of each year,
beginning August 20, 2019.

If it is determined that LIBOR has been discontinued,
then the alternative reference rate provisions shall apply
as described in "Description of Notes--Interest--Floating
Rate Notes."

The 2026 fixed rate notes will bear interest at the rate of
3.125% per annum payable semi-annually in arrears on
May 20 and November 20 of each year, beginning
November 20, 2019.

Redemption
We may redeem each series of notes, in whole or in part,
on or after the date that is 31 days prior to the maturity
date for that series at a redemption price equal to the
principal amount of the notes being redeemed, together
with any accrued and unpaid interest thereon to the date
fixed for redemption. We may not redeem the notes prior
to the date that is 31 days prior to the maturity date for
that series except upon the occurrence of a Tax Event (as
defined under the heading "Description of Notes--
Optional Redemption--Redemption Upon a Tax Event").
S-4
Table of Contents
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

Markets

The notes are offered for sale in those jurisdictions both
inside and outside the United States where it is lawful to
make such offers. See "Underwriting." Each series of
notes is a new issue of securities with no established
trading market. We have been advised by the underwriters
that they presently intend to make a market for the notes,
as permitted by applicable laws and regulations. The
underwriters are not obligated, however, to make a
market for the notes and may discontinue any market-
making at any time at their sole discretion.

Minimum Denomination; Form and Settlement
We will issue the notes in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof,
in the form of one or more fully registered global
certificates for each series, or the global notes, which we
will deposit with, or on behalf of, DTC and register in the
name of DTC's nominee, Cede & Co., for the accounts of
the participants in DTC, including Euroclear
Bank SA/NV, as operator of the Euroclear system, or
Euroclear, and Clearstream Banking, societe anonyme, or
Clearstream.

Beneficial interests in the global notes will be represented
through book-entry accounts of financial institutions
acting on behalf of beneficial owners as direct and indirect
participants in DTC. You may choose to hold interests in
the global notes through DTC or through Euroclear or
Clearstream if they are participants in such systems, or
indirectly through organizations that are participants in
such systems.

Euroclear and Clearstream will hold interests on behalf of
their participants through their respective U.S.
depositaries, which in turn will hold such interests in
accounts as participants of DTC. See "Description of
Notes--Book-Entry, Delivery and Form." Initial
settlement for the notes will be made in immediately
available funds in U.S. dollars. Secondary market trading
between DTC participants of beneficial interests in the
global notes will be settled in immediately available funds
using DTC's Same-Day Funds Settlement System.
Secondary market trading of beneficial interests in the
global notes between Euroclear participants and/or
Clearstream participants will settle in immediately
available funds.

Withholding Tax
We will pay principal of and interest on the notes
beneficially owned by a Non-United States Holder (as
defined under "Certain U.S. Federal Income Tax
Consequences" in the accompanying prospectus) without
withholding or deduction for United States withholding
taxes, subject to the requirements and limitations set forth
in this prospectus supplement under "Description of Notes
--Payment of Additional Amounts."
S-5
Table of Contents
Use of Proceeds

We intend to use the net proceeds from this offering for
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

general corporate purposes. See "Use of Proceeds."

Trustee
The Bank of New York Mellon.

Calculation Agent
The Bank of New York Mellon.
S-6
Table of Contents
RISK FACTORS
An investment in the notes involves risks. Before deciding whether to purchase any notes, you should carefully consider the risks described below
as well as other factors and information included in or incorporated by reference into this prospectus supplement and the accompanying prospectus,
including the risk factors set forth in our filings with the SEC that are incorporated by reference into this prospectus supplement and the accompanying
prospectus. Any such risks could materially and adversely affect our business, financial condition, results of operations or liquidity and the trading
prices of our securities. However, the risks and uncertainties that we face are not limited to those described below and those set forth in the periodic
reports incorporated herein by reference. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may
also adversely affect our business, financial condition, results of operations or liquidity and the trading prices of our securities.
Risks Relating to the Notes
The notes may have limited or no liquidity
There is no existing secondary market for the notes, and there can be no assurance that a secondary market will develop. We do not intend to apply
for listing of the notes on any securities exchange or for quotation through any automated dealer quotation system. Although the underwriters may
make a market in the notes, they are not obligated to do so and may discontinue any such market making activities at any time without notice. Even if a
trading market for any or all of the series of notes develops, the liquidity of any market for the notes will depend upon the number of holders of the
relevant series of notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the notes and other
factors. Accordingly, no assurance can be given as to the liquidity of, or adequate trading markets for, any or all of the series of notes.
Changes in our credit ratings may affect the value of the notes
Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings may affect
the trading value of the notes. However, because your return on the notes depends upon factors in addition to our ability to pay our obligations, an
improvement in our credit ratings will not reduce the other investment risks related to the notes. In addition, any reduction in our credit ratings could
increase the cost of our funding from, and restrict our access to, the capital markets and have a material adverse effect on our results of operations and
financial condition.
Our credit ratings may not reflect all risks of an investment in the notes
The credit ratings of any or all of the series of notes may not reflect the potential impact of all risks related to structure and other factors on any
trading market for, or trading value of, any or all of the series of notes. In addition, real or anticipated changes in our credit ratings will generally affect
any trading market for, or trading value of, any or all of the series of notes.
We may redeem the notes on or after the date that is 31 days prior to the maturity date or upon a tax event, and you may not be able to reinvest in a
comparable security
We may redeem the notes on or after the date that is 31 days prior to the maturity date or upon the occurrence of a tax event. See "Description of
Notes--Optional Redemption." In the event we redeem the notes, you may not be able to reinvest the redemption proceeds in a comparable security at
an effective interest rate as high as the interest rate on the notes.
S-7
Table of Contents
The floating rate notes bear additional risks
The floating rate notes bear interest at a floating rate, and accordingly carry significant risks not associated with conventional fixed rate debt
securities. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than expected.
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

We have no control over a number of matters, including economic, financial and political events, that are important in determining the existence,
magnitude and longevity of these risks and their results.
Uncertainty relating to the calculation of LIBOR and other reference rates and their potential discontinuance may materially adversely affect the
value of the floating rate notes
National and international regulators and law enforcement agencies have conducted investigations into a number of rates or indices which are
deemed to be "reference rates." Actions by such regulators and law enforcement agencies may result in changes to the manner in which certain reference
rates are determined, their discontinuance, or the establishment of alternative reference rates. In particular, on July 27, 2017, the Chief Executive of the
U.K. Financial Conduct Authority (the "FCA"), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit
rates for the calculation of LIBOR after 2021. Such announcement indicates that the continuation of LIBOR on the current basis cannot and will not be
guaranteed after 2021. Notwithstanding the foregoing, it appears highly likely that LIBOR will be discontinued or modified by 2021, which is prior to
the maturity date of the floating rate notes.
At this time, it is not possible to predict the effect that these developments, any discontinuance, modification or other reforms to LIBOR or any
other reference rate, or the establishment of alternative reference rates may have on LIBOR, other benchmarks or floating rate debt securities, including
the floating rate notes. Uncertainty as to the nature of such potential discontinuance, modification, alternative reference rates or other reforms may
materially adversely affect the trading market for securities linked to such benchmarks, including the floating rate notes. Furthermore, the use of
alternative reference rates or other reforms could cause the interest rate calculated for the floating rate notes to be materially different than expected.
If it is determined that LIBOR has been discontinued and an alternative reference rate for three-month LIBOR (as defined herein) is used as
described in "Description of Notes--Interest--Floating Rate Notes", the calculation agent may, after consultation with us, make certain adjustments to
such rate, including applying a spread thereon or with respect to the business day convention, interest determination dates and related provisions and
definitions, to make such alternative reference rate comparable to three-month LIBOR, in a manner that is consistent with industry-accepted practices
or applicable regulatory or legislative actions or guidance for such alternative reference rate. See "Description of Notes--Interest--Floating Rate Notes".
Any of the specified methods of determining alternative reference rates or the permitted adjustments to such rates may result in interest payments on
your notes that are lower than or that do not otherwise correlate over time with the payments that would have been made on the notes if published
LIBOR continued to be available. Other floating rate debt securities issued by other issuers, by comparison, may be subject in similar circumstances to
different procedures for the establishment of alternative reference rates. Any of the foregoing may have a material adverse effect on the amount of
interest payable on your notes, or the market liquidity and market value of your notes.
The notes will be effectively subordinated to all of our existing and future secured debt and to the existing and future secured debt and to the
existing and future debt of our subsidiaries
The notes will not be secured by any of our assets or the assets of our subsidiaries. As a result, the indebtedness represented by the notes will
effectively be subordinated to any secured indebtedness we may incur, to the extent of the value of the assets securing such indebtedness. In the event of
any
S-8
Table of Contents
distribution or payment of our assets in any foreclosure, dissolution, winding up, liquidation or reorganization or other bankruptcy proceeding, any
secured creditors would have a superior claim to the extent of their collateral. In addition, the notes will not be guaranteed by any of our subsidiaries and
therefore will be structurally subordinated to the existing and future indebtedness of our subsidiaries. In the event of the dissolution, winding up,
liquidation or reorganization or other bankruptcy proceeding of a subsidiary, creditors of that subsidiary would generally have the right to be paid in full
before any distribution is made to us or the holders of the notes. If any of the foregoing occur, we cannot assure you that there will be sufficient assets
to pay amounts due on the notes.
S-9
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
We have made various statements in this prospectus supplement and the accompanying prospectus that may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in our
documents incorporated by reference in this prospectus supplement and the accompanying prospectus. Forward-looking statements are subject to risks
and uncertainties, including those identified in the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus, which could cause actual results to differ materially from such statements. The words "believe," "expect," "estimate," "anticipate,"
"optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely" and similar expressions are intended to identify forward-
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

looking statements. We caution you that any risk factors described or incorporated by reference in this prospectus supplement and the accompanying
prospectus as well as the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018 are not exclusive. There may
also be other risks we are unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We
undertake no obligation to update publicly or revise any forward-looking statements.
Information concerning important factors that could cause actual events or results to be materially different from the forward-looking statements
can be found in the "Risk Factors" section of this prospectus supplement as well as in the documents incorporated by reference in this prospectus
supplement and the accompanying prospectus. Although we believe the expectations reflected in our forward-looking statements are based upon
reasonable assumptions, it is not possible to foresee or identify all factors that could have a material and negative impact on our future performance. The
forward-looking statements contained or incorporated by reference in this prospectus supplement and the accompanying prospectus are made on the
basis of management's assumptions and analyses, as of the time the statements are made, in light of their experience and perception of historical
conditions, expected future developments and other factors believed to be appropriate under the circumstances.
S-10
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $2,986,897,000, after deducting the underwriters' discounts and
commissions and estimated offering expenses. We intend to use the net proceeds from this offering for general corporate purposes.
S-11
Table of Contents
DESCRIPTION OF NOTES
This description of the terms of the notes adds information to the description of the general terms and provisions of debt securities in the
accompanying prospectus. If this description differs in any way from the description in the accompanying prospectus, you should rely on this
description. In this section, references to "American Express," the "Company," "we," "us" or "our" refer solely to American Express Company, unless
we state or the context implies otherwise.
General
The notes offered by this prospectus supplement are senior debt securities issued under our senior debt indenture dated as of August 1, 2007. The
2022 fixed rate notes are initially being offered in an aggregate principal amount of $1,250,000,000 and will mature on May 20, 2022. The floating rate
notes are initially being offered in an aggregate principal amount of $900,000,000 and will mature on May 20, 2022. The 2026 fixed rate notes are
initially being offered in an aggregate principal amount of $850,000,000 and will mature on May 20, 2026. We may, without consent of the holders,
increase the principal amount of the notes of any series in the future, on the same terms and conditions and with the same respective CUSIP number as
the notes of the applicable series being offered hereby, as more fully described in "--Further Issues" below. The notes will be our senior unsecured
obligations and will rank prior to all present and future subordinated indebtedness of the Company and on an equal basis with all other present and
future senior unsecured indebtedness of the Company.
Interest
Fixed Rate Notes
We will pay interest on the fixed rate notes from May 20, 2019 at the rates per annum set forth on the cover page of this prospectus supplement,
semi-annually in arrears on May 20 and November 20 of each year, beginning November 20, 2019, to the persons in whose names such fixed rate notes
are registered on the May 5 or November 5, as the case may be, immediately preceding such interest payment date, except that interest payable at
maturity will be payable to the person to whom the principal of the note is paid. Interest on the fixed rate notes will be paid on the basis of a 360-day
year comprised of twelve 30-day months. On the maturity dates of the fixed rate notes, holders will be entitled to receive 100% of the principal amount
of the fixed rate note plus accrued and unpaid interest, if any. We will redeem the fixed rate notes prior to maturity if certain events occur involving
United States taxation. In such event, we will redeem the fixed rate notes at a redemption price of 100% of their principal amount plus accrued and
unpaid interest to the date of redemption. See "--Redemption Upon a Tax Event." On or after April 19, 2022, with respect to the 2022 fixed rate notes,
and April 19, 2026, with respect to the 2026 fixed rate notes, the date that is 31 days prior to the maturity date for such series of notes, we may redeem
all or a portion of the fixed rate notes for 100% of the principal amount of the notes being redeemed, together with any accrued and unpaid interest
thereon to, but excluding, the date fixed for redemption. If any day on which a payment is due is not a Business Day (as defined below), then the holder
https://www.sec.gov/Archives/edgar/data/4962/000104746919003152/a2238840z424b2.htm[5/17/2019 12:50:57 PM]

Document Outline

#1">
- #1">