Obligation American Express 4.875% ( US025816AQ27 ) en USD

American Express

100.04 % ▲

Etats-unis

US025816AQ27 ( en USD )

4.875% par an ( paiement semestriel )

14/07/2013 - Obligation échue

Prospectus brochure de l'obligation American Express US025816AQ27 en USD 4.875%, échue

L'Obligation émise par American Express ( Etats-unis ) , en USD, avec le code ISIN US025816AQ27, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2013

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<DOCUMENT>
<TYPE>424B2
<SEQUENCE>1
<FILENAME>a35715.txt
<DESCRIPTION>AMERICAN EXPRESS COMPANY
<TEXT>
<Page>
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 22, 2000
U.S.$1,000,000,000
[Logo of American AMERICAN EXPRESS COMPANY
Express] 4.875% Notes due July 15, 2013
--------------
We will pay interest on the notes semiannually on January 15 and July 15 of
each year. The first interest payment will be made on January 15, 2004. The
notes will mature on July 15, 2013. We may not redeem them prior to maturity
unless certain events occur involving United States taxation. We describe these
events under the heading 'Description of Notes - Redemption Upon a Tax Event' on
page S-14 of this prospectus supplement.
We will only issue the notes in book entry form registered in the name of
the nominee of The Depository Trust Company. Beneficial interests in the notes
will be shown on, and transfers of such interests will be made only through,
records maintained by The Depository Trust Company and its participants,
including Clearstream Banking, societe anonyme, and the Euroclear System. Except
as described in this prospectus supplement, we will not issue notes in
definitive form.
The underwriters are offering the notes for sale both inside and outside the
United States. We have applied to list the notes on the Luxembourg Stock
Exchange.
<Table>
<Caption>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS
TO
PUBLIC(1) COMMISSIONS THE COMPANY
(1)
---------------- --------------
----------------
<S> <C> <C> <C>
Per Note................................... 99.705% 0.425% 99.280%
Total...................................... U.S.$997,050,000 U.S.$4,250,000 U.S.
$992,800,000
</Table>
(1) Plus accrued interest, if any, from July 24, 2003.
Delivery of the notes in book-entry form only will be made on or about
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July 24, 2003.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
LEHMAN BROTHERS UTENDAHL CAPITAL GROUP THE WILLIAMS CAPITAL GROUP
BANC OF AMERICA SECURITIES
BARCLAYS CAPITAL
DEUTSCHE BANK SECURITIES
JPMORGAN
TOKYO-MITSUBISHI INTERNATIONAL PLC
WACHOVIA SECURITIES
The date of this prospectus supplement is July 22, 2003.
<Page>
--------------
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
SUMMARY OF THE OFFERING............... S-3
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE........................ S-5
CONSOLIDATED CAPITALIZATION OF
AMERICAN EXPRESS COMPANY AND
SUBSIDIARIES........................ S-6
AMERICAN EXPRESS COMPANY AND
CONSOLIDATED SUBSIDIARIES --
SELECTED FINANCIAL DATA............. S-7
RATIO OF EARNINGS TO FIXED CHARGES.... S-8
RECENT DEVELOPMENTS................... S-8
DIRECTORS AND PRINCIPAL EXECUTIVE
OFFICERS OF AMERICAN EXPRESS
COMPANY............................. S-9
USE OF PROCEEDS....................... S-9
DESCRIPTION OF NOTES.................. S-10
UNITED STATES TAX CONSIDERATIONS...... S-15
UNDERWRITING.......................... S-19
LEGAL MATTERS......................... S-20
GENERAL INFORMATION................... S-21
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PROSPECTUS
ABOUT THIS PROSPECTUS................. 2
WHERE YOU CAN FIND MORE INFORMATION... 2
AMERICAN EXPRESS COMPANY.............. 3
USE OF PROCEEDS....................... 4
DESCRIPTION OF DEBT SECURITIES........ 4
DESCRIPTION OF PREFERRED SHARES....... 11
DESCRIPTION OF DEPOSITARY SHARES...... 12
DESCRIPTION OF COMMON SHARES.......... 14
DESCRIPTION OF SECURITIES WARRANTS.... 15
DESCRIPTION OF CURRENCY WARRANTS...... 16
DESCRIPTION OF OTHER WARRANTS......... 16
PLAN OF DISTRIBUTION.................. 17
LEGAL MATTERS......................... 19
EXPERTS............................... 19
</Table>
--------------
THE LUXEMBOURG STOCK EXCHANGE TAKES NO RESPONSIBILITY FOR THE CONTENTS OF
THIS DOCUMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND
EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM
OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS DOCUMENT AND
THE ACCOMPANYING PROSPECTUS.
OFFERS AND SALES OF THE NOTES ARE SUBJECT TO RESTRICTIONS IN RELATION TO THE
UNITED KINGDOM, DETAILS OF WHICH ARE SET OUT IN 'UNDERWRITING' BELOW. THE
DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS AND THE
OFFERING OF THE NOTES IN CERTAIN OTHER JURISDICTIONS MAY ALSO BE RESTRICTED BY
LAW. WE ARE NOT, AND THE UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE
NOTES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
THE COMPANY ACCEPTS RESPONSIBILITY FOR THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND ACCOMPANYING PROSPECTUS.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. 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 THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.
THE COMMISSIONER OF INSURANCE OF THE STATE OF NORTH CAROLINA HAS NOT
APPROVED OR DISAPPROVED THIS OFFERING NOR HAS THE COMMISSIONER PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS.
In this prospectus supplement and accompanying prospectus, unless otherwise
specified or the context otherwise requires, references to 'dollars', '$' and
'U.S.$' are to United States dollars.
S-2
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<Page>
SUMMARY OF THE OFFERING
The following summary highlights information contained elsewhere in this
prospectus supplement. You should read this summary in conjunction with the more
detailed information appearing elsewhere in this prospectus supplement and
accompanying prospectus.
<Table>
<S> <C>
Issuer....................................... American Express Company (the 'Company').
The Company
was organized as a joint stock association
in 1850 and
incorporated as a stock corporation under
the laws of the
State of New York in 1965.
Securities Offered........................... U.S.$1,000,000,000 principal amount of
4.875% notes due
July 15, 2013.
Use of Proceeds.............................. We will use the money raised from the sale
of the notes
for general corporate purposes. Net
proceeds to be paid
to us will be approximately U.S.
$992,800,000.
Maturity Date................................ July 15, 2013.
Interest Payment Dates....................... January 15 and July 15 of each year,
beginning
January 15, 2004.
Interest Rate................................ 4.875% per annum.
Redemption................................... We may not redeem the notes prior to
maturity unless
certain events occur involving United
States taxation.
See 'Description of Notes -- Redemption
Upon a Tax
Event'.
Markets...................................... The notes are offered for sale in those
jurisdictions
both inside and outside the United States
where it is
legal to make such offers. See
'Underwriting'.
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Listing...................................... We have applied to list the notes on the
Luxembourg Stock
Exchange.
Form and Settlement.......................... We will issue the notes in the form of one
or more fully
registered global certificates (the 'Global
Notes'),
which we will deposit on or about July 24,
2003 with, or
on behalf of, The Depository Trust Company,
New York, New
York (the 'Depository') and register in the
name of Cede
& Co., the Depository's nominee, for the
accounts of the
participants in the Depository, including
Euroclear Bank
S.A./N.V., as operator of the Euroclear
System
('Euroclear'), and Clearstream Banking,
societe anonyme
('Clearstream, Luxembourg'). Except as
described in this
prospectus supplement, 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 the
Depository. You may choose to hold
interests in the
Global Notes through the Depository or
through Euroclear
or Clearstream, Luxembourg if they are
participants in
such systems, or indirectly through
organizations that
are participants in such systems. Euroclear
and
Clearstream, Luxembourg will hold interests
on behalf of
their participants through their respective
depositaries,
JPMorgan Chase Bank and Citibank, N.A.,
which in turn
will hold such interests in accounts as
participants of
the Depository. See 'Description of Notes
-- Book-Entry,
Delivery
</Table>
S-3
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<Page>
<Table>
<S> <C>
and Form'. Initial settlement for the notes
will be made
in immediately available funds in U.S.
dollars. Secondary
market trading between Depository
participants of
beneficial interests in the Global Notes
will be settled
in immediately available funds using the
Depository's
Same-Day Funds Settlement System. Secondary
market
trading of beneficial interests in the
Global Notes
between Clearstream, Luxembourg
participants and/or
Euroclear participants will settle in
immediately
available funds.
Withholding Tax.............................. We will pay principal of and interest on
the notes
beneficially owned by a United States Alien
Holder
without withholding or deduction for United
States
withholding taxes subject to the
requirements and
limitations set forth in this prospectus
supplement under
the heading 'United States Tax
Considerations'.
</Table>
S-4
<Page>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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We file annual, quarterly and current reports and other information with the
Securities and Exchange Commission (the 'SEC'). You may read and copy any
document we file at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The Company's SEC filings are
also available to the public from the SEC's web site at http://www.sec.gov.
The SEC allows us to 'incorporate by reference' the information we file with
it, which means that we can disclose important information to you by referring
you to those documents that are considered part of this prospectus supplement.
Later information that we file with the SEC will automatically update and
supersede this information. The Company incorporates by reference the documents
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 (the 'Exchange Act')
until the offering of these notes has been completed.
Annual Report on Form 10-K for the year ended December 31, 2002 (the '2002
10-K Report').
Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.
Current Reports on Form 8-K dated January 27, 2003, May 21, 2003 and
July 22, 2003.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address or number:
American Express Company
200 Vesey Street
New York, New York 10285
Attention: Secretary
(212) 640-2000
Copies of these filings will also be available, free of charge, so long as
the notes are listed on the Luxembourg Stock Exchange, at the main office of
Deutsche Bank Luxembourg SA in Luxembourg.
The consolidated financial statements which we have incorporated in this
prospectus supplement by reference to the 2002 10-K Report have been audited by
Ernst & Young LLP, 5 Times Square, New York, New York 10036, independent
certified public accountants, to the extent indicated in their report included
in the 2002 10-K Report. We have incorporated by reference the consolidated
financial statements in this prospectus supplement in reliance upon the report
of that firm, given on their authority as experts in accounting and auditing.
Ernst & Young has given and not withdrawn their written consent to the
incorporation by reference of their report dated January 27, 2003 from the 2002
10-K Report on the Company's audited consolidated financial statements for the
financial year ended December 31, 2002.
S-5
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<Page>
CONSOLIDATED CAPITALIZATION OF AMERICAN EXPRESS COMPANY
AND SUBSIDIARIES
The table below shows the capitalization of American Express Company and its
subsidiaries as of March 31, 2003. The 'As Adjusted' column reflects our
issuance of the notes in this offering. You should read this table along with
our consolidated financial statements, which are included in the documents
incorporated by reference into this prospectus supplement and the accompanying
prospectus.
<Table>
<Caption>
MARCH 31, 2003
---------------------------------
AS
ACTUAL ADJUSTED
------ --------
(IN MILLIONS OF U.S. DOLLARS)
(UNAUDITED)
<S> <C> <C>
Short-Term Debt......................................... $17,689 $17,689
Long-Term Debt.......................................... 17,317 18,317
Guaranteed preferred beneficial interests in the
Company's junior subordinated deferrable interest
debentures............................................ 507 507
Shareholders' Equity:
Common shares, $.20 par value, authorized 3.6
billion shares; issued and outstanding 1,325
million shares.................................... 260 260
Capital surplus..................................... 5,681 5,681
Retained earnings................................... 7,809 7,809
Other comprehensive income (loss), net of tax:
Net unrealized securities gains................. 1,104 1,104
Net unrealized derivative (losses).............. (517) (517)
Foreign currency translation adjustments........ (219) (219)
Minimum pension liability....................... (49) (49)
------- -------
Accumulated other comprehensive income.............. 319 319
------- -------
Total shareholders' equity.................. 14,069 14,069
------- -------
Total Capitalization.................................... $49,582 $50,582
------- -------
------- -------
</Table>
Other than as described in this prospectus supplement and the accompanying
prospectus, there has been no material change in the consolidated capitalization
of American Express Company and its subsidiaries since March 31, 2003.
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S-6
<Page>
AMERICAN EXPRESS COMPANY AND CONSOLIDATED SUBSIDIARIES
SELECTED FINANCIAL DATA
(IN MILLIONS OF U.S. DOLLARS)
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
-------------------
----------------------------------------------------
2003 2002 2002 2001 2000
1999 1998
---- ---- ---- ---- ----
---- ----
<S> <C> <C> <C> <C> <C> <C>
<C>
OPERATING RESULTS
Net revenues.......... $ 6,023 $ 5,759 $ 23,807 $ 22,582 $ 23,675 $ 21,278
$ 19,132
Expenses.............. 5,027 4,901 20,080 20,986 19,767
17,840 16,207
Net income*........... 692 618 2,671 1,311 2,810
2,475 2,141
BALANCE SHEET
Cash and cash
equivalents......... $ 8,405 $ 7,503 $ 10,288 $ 7,222 $ 8,487 $ 7,471
$ 4,092
Accounts receivable
and accrued
interest, net....... 27,843 27,228 29,087 29,498 30,543
26,467 22,224
Investments........... 53,638 45,539 53,638 46,488 43,747
43,052 41,299
Loans, net............ 27,271 24,964 27,822 26,440 26,088
23,582 21,054
Total assets.......... 153,471 146,783 157,253 151,100 154,423 148,517
126,933
Customers' deposits... 17,702 13,784 18,317 14,557 13,870
12,197 10,398
Travelers Cheques
outstanding......... 6,382 6,172 6,623 6,190 6,127
6,213 5,823
Insurance and annuity
reserves............ 29,986 24,921 28,683 24,536 24,098
25,011 25,433
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Short-term debt....... 17,689 24,889 21,103 31,569 36,030
30,627 22,605
Long-term debt........ 17,317 10,822 16,308 7,788 4,711
5,995 7,019
Shareholders'
equity.............. 14,069 12,495 13,861 12,037 11,684
10,095 9,698
</Table>
---------
* Results for 2001 include three significant items: (1) a charge of $1.01
billion pretax ($669 million after-tax) reflecting losses associated with
high-yield securities; (2) restructuring charges of $631 million pretax ($411
million after-tax); and (3) the adverse impact from the September 11th
terrorist attacks of $98 million pre-tax ($65 million after-tax). Results for
1998 include the following two significant items: (a) $138 million credit
loss provision at American Express Bank relating to its Asia Pacific
portfolio; and (b) income of $78 million representing gains on the sale of
First Data Corporation shares.
S-7
<Page>
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratios of earnings to fixed
charges for the periods indicated:
<Table>
<Caption>
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------------
2003 2002 2001 2000 1999 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges...... 3.20 2.88 1.52 2.25 2.48 2.24
</Table>
In computing the ratio of earnings to fixed charges, 'earnings' consist of
pretax income from continuing operations, interest expense and other
adjustments. Interest expense includes interest expense related to the
international banking operations of the Company and cardmember lending
activities of American Express Travel Related Services Company, Inc., which is
netted against interest and dividends and cardmember lending net finance charge
revenue, respectively, in our Consolidated Statement of Income.
For purposes of computing 'earnings', other adjustments included adding the
amortization of capitalized interest, the net loss of affiliates accounted for
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Document Outline

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