Obligation American Express 5.2% ( US025816BJ74 ) en USD

American Express

99.8 % ⇌

Etas-Unis

US025816BJ74 ( en USD )

5.2% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation American Express US025816BJ74 en USD 5.2%, échéance Perpétuelle

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750 000 000 USD

025816BJ7

BB+ ( Spéculatif )

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15/11/2024 ( Dans 181 jours )

L'Obligation émise par American Express ( Etas-Unis ) , en USD, avec le code ISIN US025816BJ74, paye un coupon de 5.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
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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)

Depositary Shares Each Representing a 1/000th Interest in a Share of Preferred
Shares, Series B

$750,000,000

$87,150

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
(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. 333-185242) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-185242
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 3, 2012)

American Express Company
750,000 Depositary Shares
Each Representing a 1/1,000th Interest in a Share of
5.200% Fixed Rate/Floating Rate Noncumulative Preferred Shares, Series B
We are offering 750,000 depositary shares, each representing a 1/1,000th interest in a perpetual 5.200% Fixed Rate/Floating Rate Noncumulative
Preferred Share, Series B, $1.662/3 par value, with a liquidation preference of $1,000,000 per share (equivalent to $1,000 liquidation preference per
depositary share) (the "Preferred Shares"). Each depositary share, evidenced by a depositary receipt, entitles the holder, through the depositary, to a
proportional fractional interest in all rights and preferences of the Preferred Shares (including dividend, voting, redemption, and liquidation rights).
We will pay cash dividends on the Preferred Shares, only when, as, and if declared by our board of directors, or a duly authorized committee of the
board, out of funds legally available for such payments, (i) from the date of issuance of the Preferred Shares to, but excluding, November 15, 2019, at
an annual rate of 5.200% on the liquidation preference amount of $1,000,000 per Preferred Share (equivalent to $52 per depositary share per year),
semi-annually in arrears, on May 15 and November 15 of each year, beginning on May 15, 2015, and (ii) from, and including, November 15, 2019, at an
annual rate equal to three-month LIBOR plus 3.428% on the liquidation preference amount of $1,000,000 per Preferred Share, quarterly in arrears, on
February 15, May 15, August 15 and November 15 of each year, beginning on February 15, 2020 (each payment date referred to in clauses (i) and (ii), a
"dividend payment date"). Dividends on the Preferred Shares will not be cumulative. Upon the payment of any dividends on the Preferred Shares,
holders of depositary shares will be entitled to receive a related proportionate payment.
We may redeem the Preferred Shares (i) in whole or in part, from time to time, on any dividend payment date on or after November 15, 2019, or
(ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined under "Description of the Preferred Shares--
Optional Redemption"), in each case at a cash redemption price equal to $1,000,000 per Preferred Share (equivalent to $1,000 per depositary share)
plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date. If we redeem the
Preferred Shares, the depositary will redeem a proportionate number of depositary shares. Under current rules and regulations, we would need
regulatory approval to redeem the Preferred Shares.
The Preferred Shares will not have voting rights, except in the limited circumstances described under "Description of the Preferred Shares--Voting
Rights" and as specifically required by the laws of the State of New York.
The depositary shares will not be listed on any securities exchange.
We will only issue the depositary shares in book-entry form registered in the name of a nominee of The Depository Trust Company ("DTC"), New
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York, New York. Beneficial interests in the depositary shares will be shown on, and transfers of such interests will be made only through, records
maintained by DTC and its participants, including Clearstream Banking, société anonyme, and Euroclear Bank SA/NV, as operator of the Euroclear
system. Except as described in this prospectus supplement, we will not issue depositary shares in definitive form.
The underwriters are offering the depositary shares for sale in those jurisdictions both inside and outside the United States where it is lawful to
make such offers.
Investing in the depositary shares involves risks. You should carefully consider the information under "Risk Factors" beginning on
page S-6 of this prospectus supplement, on page 2 of the accompanying prospectus, on page 78 of our Annual Report on Form 10-K for the
year ended December 31, 2013 and on page 77 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014
incorporated herein by reference.
Neither the depositary shares nor the Preferred Shares are deposits or savings accounts. These securities are not insured by the Federal Deposit
Insurance Corporation or by any other governmental agency or instrumentality.
Per Depositary

Share

Total

Public Offering Price(1)

$
1,000
$
750,000,000
Underwriting Discount

$
10
$
7,500,000
Proceeds to us (before expenses)(1)

$
990
$
742,500,000
(1)
Plus accrued dividends, if any, from November 10, 2014 to the date of delivery.
Delivery of the depositary shares will be made on or about November 10, 2014.
Neither the Securities and Exchange Commission 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
BofA Merrill
Citigroup

Lynch

Deutsche Bank Securities
Goldman, Sachs & Co.
Wells Fargo Securities
Co-Managers
Lloyds
Mizuho
SMBC
Securities

MUFG
Securities

Nikko

TD Securities
Junior Co-Managers
Mischler Financial Group, Inc.

The Williams Capital Group, L.P.

The date of this prospectus supplement is November 5, 2014.
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

About this Prospectus Supplement
S-1
Summary
S-2
Risk Factors
S-6
Cautionary Statement Regarding Forward-Looking Information
S-10
Use of Proceeds
S-13
Ratio of Earnings to Fixed Charges and Preferred Share Dividends
S-14
Description of the Preferred Shares
S-15
Description of the Depositary Shares
S-24
Book-Entry Procedures and Settlement
S-26
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Certain U.S. Federal Income Tax Consequences
S-28
Underwriting
S-32
Where You Can Find More Information
S-37
Incorporation of Certain Documents by Reference
S-37
Legal Matters
S-38
Experts
S-38

Prospectus

About this Prospectus

i
Where You Can Find More Information

ii
Incorporation of Certain Documents by Reference

ii
Forward-Looking Statements

iii
The Company

1
Risk Factors

2
Ratio of Earnings to Fixed Charges

8
Use of Proceeds

9
Description of Debt Securities

10
Description of Preferred Shares

33
Description of Depositary Shares

35
Description of Common Shares

36
Description of Securities Warrants

38
Description of Currency Warrants

39
Description of Other Warrants

40
ERISA Considerations

41
Certain U.S. Federal Income Tax Consequences

43
Plan of Distribution

52
Legal Matters

54
Experts

54
S-i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Preferred Shares and the related
depositary shares 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 Preferred Shares or the depositary shares. The
description of the terms of the Preferred Shares and the related depositary shares contained in this prospectus supplement supplements the descriptions
under "Description of Preferred Shares" and "Description of Depositary Shares" in the accompanying prospectus, and to the extent it is inconsistent with
those descriptions, 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 this 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.
We are responsible only for the information contained or incorporated by reference in 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 depositary shares only under the circumstances and in
jurisdictions where offers and sales are permitted. The information contained or incorporated by reference 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 depositary shares.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the depositary shares 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.
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S-1
Table of Contents

SUMMARY
The following summary highlights selected information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does not contain all of the information 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 depositary shares discussed under the heading "Risk Factors" beginning on page S-6 of this
prospectus supplement, on page 2 of the accompanying prospectus, on page 78 of our Annual Report on Form 10-K for the year ended December 31,
2013 and on page 77 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, and other information incorporated by
reference in this prospectus supplement and the accompanying prospectus, which are described under "Incorporation of Certain Documents by
Reference" in this prospectus supplement, and any related free writing prospectus issued or authorized by us.
The Company
We are a global services 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 payment card products and travel-related services offered to consumers and
businesses around the world.
We were founded in 1850 as a joint stock association. We were incorporated in 1965 as a New York corporation. 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 (the "Federal Reserve").
Our range of products and services includes charge and credit card products; expense management products and services; travel-related services;
stored value products such as American Express Travelers Cheques and other prepaid products; network services; merchant acquisition and processing,
servicing and settlement, and point-of-sale, marketing and information products and services for merchants; and fee services, including fraud prevention
services and the design of customized customer loyalty and rewards programs.
Our products and services are sold globally to diverse customer groups, including consumers, small businesses, mid-sized companies and large
corporations. These products and services are sold through various channels, including direct mail, online applications, in-house and third-party sales
forces 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 and 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 (collectively, "Cards").
American Express Cards permit card members ("Card Members") to charge purchases of goods and services in most countries around the world at the
millions of merchants that accept Cards bearing our logo. At September 30, 2014, we had total worldwide Cards-in-force of 111.1 million (including
Cards issued by third parties). For the nine months ended September 30, 2014, our worldwide billed business (spending on American Express® Cards,
including Cards issued by third parties) was $754.3 billion.
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone number: 212-640-2000).

S-2
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The Offering
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Issuer
American Express Company.
Offered Securities
750,000 depositary shares representing fractional interests in 750 Preferred
Shares ($750,000,000 aggregate liquidation preference), with each Preferred
Share having a par value of $1.662/3 and a liquidation preference of
$1,000,000. Each depositary share represents a 1/1,000th interest in a
Preferred Share (equivalent to $1,000 liquidation preference per depositary
share). Each depositary share entitles the holder, through the depositary, to a
proportional fractional interest in a Preferred Share, including dividend,
voting, redemption, and liquidation rights.

We may elect from time to time to issue additional depositary shares
representing interests in additional Preferred Shares without notice to, or
consent from, the existing holders of depositary shares, and all those
additional depositary shares would be deemed to form a single series with the
depositary shares offered by this prospectus supplement and the
accompanying prospectus.
Dividends
We will pay cash dividends on the Preferred Shares, only when, as, and if
declared by our board of directors, or a duly authorized committee of the
board, out of funds legally available for such payments, (i) from the date of
issuance of the Preferred Shares to, but excluding, November 15, 2019, at an
annual rate of 5.200% on the liquidation preference amount of $1,000,000 per
Preferred Share (equivalent to $52 per depositary share per year), semi-
annually in arrears, on May 15 and November 15 of each year, beginning on
May 15, 2015, and (ii) from, and including, November 15, 2019, at an annual
rate equal to three-month LIBOR plus 3.428% on the liquidation preference
amount of $1,000,000 per Preferred Share, quarterly in arrears, on
February 15, May 15, August 15 and November 15 of each year, beginning on
February 15, 2020.

Dividends on the Preferred Shares will not be cumulative and will not be
mandatory. If a dividend is not declared on the Preferred Shares for any
dividend period (as defined below) prior to the related dividend payment
date, then no dividend will accrue or accumulate for such dividend period,
and we will have no obligation to pay a dividend for that dividend period on
the related dividend payment date or at any time in the future, whether or not
dividends are declared on the Preferred Shares or any other series of our
preferred shares or common shares for any future dividend period. A
"dividend period" means the period from, and including, each dividend
payment date to, but excluding, the next succeeding dividend payment date,
except for the initial dividend period, which will be the period from, and
including, the date of issuance of the Preferred Shares to, but excluding, the
first dividend payment date.

S-3
Table of Contents
Optional Redemption
The Preferred Shares are perpetual and have no maturity date. We may
redeem the Preferred Shares, (i) in whole or in part, from time to time, on any
dividend payment date on or after November 15, 2019 or (ii) in whole but not
in part at any time within 90 days following a Regulatory Capital Event (as
defined under "Description of the Preferred Shares--Optional Redemption"),
in each case at a cash redemption price equal to $1,000,000 per Preferred
Share (equivalent to $1,000 per depositary share) plus any declared and
unpaid dividends, without accumulation of any undeclared dividends, to, but
excluding, the redemption date. If we redeem the Preferred Shares, the
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depositary will redeem a proportionate number of depositary shares.

Our right to redeem the Preferred Shares is subject to limitations established
by the Federal Reserve. Under current rules, any redemption of the Preferred
Shares will be subject to prior concurrence or approval of the Federal
Reserve. Neither the holders of the Preferred Shares nor the holders of the
depositary shares will have the right to require redemption.
Liquidation Rights
Upon our voluntary or involuntary liquidation, dissolution or winding up, the
holders of the Preferred Shares are entitled to receive out of funds legally
available for distribution to shareholders, before any distribution of assets is
made to holders of our common shares or any other shares of capital stock
ranking junior to the Preferred Shares as to such distributions upon our
liquidation, dissolution or winding up, a liquidating distribution of $1,000,000
per Preferred Share (equivalent to $1,000 per depositary share), plus any
declared and unpaid dividends thereon, without accumulation of any
undeclared dividends, from the last dividend payment date to, but excluding,
the date of such voluntary or involuntary liquidation, dissolution or winding
up, but only if and to the extent declared. Distributions will be made only to
the extent of assets remaining available after satisfaction of all liabilities to
creditors, subject to the rights of holders of any securities ranking senior to
the Preferred Shares, and pro rata as to the Preferred Shares and any other
shares of our capital stock ranking equally as to such distribution.
Voting Rights
None, except (i) as specifically required by the laws of the State of New York;
(ii) in the case of certain dividend non-payments; (iii) with respect to the
issuance of our senior capital stock; and (iv) with respect to changes to our
organizational documents that would adversely affect the relative rights,
preferences or limitations of the Preferred Shares. Holders of depositary
shares must act through the depositary to exercise any voting rights. For more
information about voting rights, see "Description of the Preferred Shares--
Voting Rights" and "Description of the Depositary Shares--Voting the
Preferred Shares."

S-4
Table of Contents
Ranking
The Preferred Shares will rank senior to our common shares as to distribution
of assets upon our liquidation, dissolution or winding up. The Preferred
Shares will rank senior to our common shares as to payment of dividends
insofar as, with respect to any dividend payment date, if full dividends on the
Preferred Shares are not declared and paid, or have been declared but a sum
sufficient for the payment of those dividends has not been set aside, we will
not, during the following dividend period that commences on such dividend
payment date, declare or pay any dividend on our common shares. The
Preferred Shares will rank junior to all of our indebtedness and to other non-
equity claims against us and our assets available to satisfy claims against us,
including claims in our liquidation.
Preemptive and Conversion Rights
None.
Tax Consequences
For a discussion of certain U.S. federal income tax consequences relating to
the purchase, ownership and disposition of the Preferred Shares and the
depositary shares, see "Certain U.S. Federal Income Tax Consequences."
Listing
The depositary shares will not be listed on any securities exchange.
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Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes.
Depositary, Calculation Agent,
Computershare Inc. (Computershare) and Computershare Trust Company,
Transfer Agent and Registrar
N.A. (Computershare Trust), acting jointly, will serve as depositary.
Computershare Trust will serve as calculation agent, transfer agent, and
registrar.

S-5
Table of Contents
RISK FACTORS
An investment in the depositary shares involves risks. Before deciding whether to purchase any depositary shares, you should carefully consider the
risks described below as well as other factors and information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus, including the risk factors set forth in our filings with the Securities and Exchange Commission (the "SEC") that are
incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as the consolidated financial statements and related
notes and other information incorporated by reference in 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 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.
The Preferred Shares are equity and are subordinate to our existing and future indebtedness.
Preferred Shares are equity interests and do not constitute indebtedness. As such, the Preferred Shares (proportional fractional interests of which will
be represented by depositary shares) will rank junior to all of our indebtedness and to other non-equity claims against us and our assets available to
satisfy claims against us, including claims in our liquidation. Moreover, as described in detail below under "If we are deferring payments on our
outstanding subordinated notes or are in default under the indentures governing those securities, we will be prohibited from making distributions on the
Preferred Shares," we have existing indebtedness that restricts payment of dividends on the Preferred Shares in certain circumstances and we may issue
additional indebtedness with similar or different restrictive terms in the future. In addition, the Preferred Shares may be fully subordinate to interests
held by the U.S. government in the event of a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the "orderly
liquidation authority" provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
Dividends on the Preferred Shares are discretionary and noncumulative. If our board of directors does not declare dividends on the Preferred
Shares, holders of depositary shares will not be entitled to receive related dividends on their depositary shares.
Dividends on the Preferred Shares are discretionary and noncumulative. Holders of the Preferred Shares are only entitled to receive dividends if our
board of directors, or a duly authorized committee of the board, declares such dividends out of funds legally available for such payments. Consequently,
if our board of directors, or a duly authorized committee of the board, does not authorize and declare a dividend for any dividend period, holders of the
Preferred Shares would not be entitled to receive a dividend for that dividend period, and the unpaid dividend will not accrue, accumulate or be payable
at any future time. We will have no obligation to pay dividends for a dividend period after the dividend payment date for that dividend period if our
board of directors, or a duly authorized committee of the board, has not declared a dividend before the related dividend payment date, regardless of
whether dividends on the Preferred Shares or any other series of preferred shares or common shares are declared for any future period.
Although historically we have declared cash dividends on our common shares, we are not required to do so and may reduce or eliminate dividends
on our common shares in the future. Additionally, we are limited in our ability to pay dividends by our regulators who could prohibit a dividend that
would be considered an unsafe or unsound banking practice. For example, it is the policy of the Federal Reserve that bank holding companies should
generally pay dividends on preferred and common equity only out of net income available to common shareholders generated over the past year, and
only if
S-6
Table of Contents
prospective earnings retention is consistent with the organization's current and expected future capital needs, asset quality and overall financial
condition. We are also required to submit capital plans that include, among other things, projected dividend payments, to the Federal Reserve for
review. For more information on bank holding company dividend restrictions, please see "Financial Review--Share Repurchases and Dividends" on
page 37 and Note 23 on page 100 of our 2013 Annual Report to Shareholders, which information is incorporated herein by reference.
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If our board of directors, or a duly authorized committee of the board, does not declare a dividend in respect of a given dividend period, holders of
the depositary shares will not be entitled to receive any dividend for that dividend period, and no dividend will accrue, accumulate or be payable for
that dividend period.
If we are deferring payments on our outstanding subordinated notes or are in default under the indentures governing those securities, we will
be prohibited from making distributions on the Preferred Shares.
The terms of our outstanding subordinated notes prohibit us from declaring or paying any dividends or distributions on our capital stock, including
the Preferred Shares, or purchasing, acquiring, or making a liquidation payment on such stock, if we are aware of any event that would be an event of
default under the indenture governing those subordinated notes or at any time when we have deferred payment of interest on those subordinated notes.
Our ability to pay dividends depends upon the results of operations of our subsidiaries.
We are a holding company that conducts substantially all of our operations through our subsidiaries. As a result, our ability to make dividend
payments on our capital stock, including the Preferred Shares, depends primarily upon the receipt of dividends and other distributions from our
subsidiaries. There are various regulatory restrictions on the ability of our banking subsidiaries to pay dividends to us. Banking regulators have the
authority to prohibit or limit the payment of dividends by a bank they supervise if, in the opinion of the applicable regulator, payment of a dividend
would constitute an unsafe or unsound practice.
Our right to participate in any distribution of assets of any of our subsidiaries upon the subsidiary's liquidation or otherwise, and thus the ability of
holders of our depositary shares to benefit indirectly from such distribution, will be subject to the prior claims of creditors of that subsidiary, except to
the extent that any of our claims as a creditor of such subsidiary may be recognized. As a result, the depositary shares effectively will be subordinated to
all existing and future liabilities and obligations of our subsidiaries.
Our right to redeem the Preferred Shares is subject to certain limitations.
Our right to redeem the Preferred Shares is subject to limitations established by the Federal Reserve. Under current rules, any redemption of the
Preferred Shares is subject to prior concurrence or approval of the Federal Reserve. Prior to exercising our right to redeem the Preferred Shares, we
must either (i) demonstrate to the satisfaction of the Federal Reserve that, following redemption, we will continue to hold capital commensurate with
our risk; or (ii) replace the Preferred Shares redeemed or to be redeemed with an equal amount of instruments that will qualify as Tier 1 capital under
regulations of the Federal Reserve immediately following or concurrent with redemption. We cannot assure you that the Federal Reserve will concur
with or approve any redemption of the Preferred Shares we may propose.
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Table of Contents
We will be permitted to redeem the Preferred Shares before the dividend payment date on November 15, 2019 if conditions in the terms of the
Preferred Shares are met, and will be permitted to redeem the Preferred Shares without regard to those conditions thereafter. You may not be able
to reinvest the redemption price you receive in a similar security.
By their terms, the Preferred Shares may be redeemed by us prior to the dividend payment date on November 15, 2019 upon the occurrence of
certain events involving the capital treatment of the Preferred Shares. In particular, upon our determination in good faith that an event has occurred that
would constitute a Regulatory Capital Event (as defined under "Description of the Preferred Shares--Optional Redemption"), we may, at our option,
redeem in whole but not in part the Preferred Shares, subject to regulatory approval.
Although the terms of the Preferred Shares have been established to satisfy the criteria for Tier 1 capital instruments consistent with Basel III as set
forth in the joint final rulemaking issued in July 2013 by the Federal Reserve, the Federal Deposit Insurance Corporation ("FDIC") and the Office of the
Comptroller of the Currency, it is possible that the Preferred Shares may not satisfy the criteria for Tier 1 capital instruments set forth in future
rulemaking or interpretations. As a result, a Regulatory Capital Event could occur whereby we would have the right, subject to regulatory approval, to
redeem the Preferred Shares within 90 days following such Regulatory Capital Event in accordance with their terms prior to the dividend payment date
on November 15, 2019 at a cash redemption price equal to $1,000,000 per Preferred Share (equivalent to $1,000 per depositary share), plus any
declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date.
We may also redeem the Preferred Shares at our option, either in whole or in part, on any dividend payment date on or after November 15, 2019,
subject to the approval of the Federal Reserve. See "Description of the Preferred Shares--Optional Redemption" for more information on redemption of
the Preferred Shares.
If we redeem the Preferred Shares you may not be able to reinvest the redemption price you receive in a similar security with a rate that is equal to
or higher than the rate of return on the depositary shares (depending on market conditions prevailing at the time).
The Preferred Shares may be junior in rights and preferences to future series of preferred shares.
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If we obtain the consent of the holders of at least two-thirds of the Preferred Shares then outstanding, we may issue preferred shares in the future
that by their terms are expressly senior to the Preferred Shares. The terms of any future preferred shares expressly senior to the Preferred Shares may
restrict dividend payments on the Preferred Shares. In this case, unless full dividends for all outstanding preferred shares senior to the Preferred Shares
have been declared and paid or set aside for payment, no dividends will be declared or paid and no distribution will be made on any of the Preferred
Shares, and none of the Preferred Shares will be permitted to be repurchased, redeemed or otherwise acquired by us, directly or indirectly, for
consideration. This could result in dividends on the Preferred Shares not being paid to you or the Preferred Shares not being redeemed.
Holders of the Preferred Shares will have limited voting rights.
Holders of the Preferred Shares have no voting rights with respect to matters that generally require the approval of voting common shareholders.
Holders of the Preferred Shares will have voting rights only (i) as specifically required by the laws of the State of New York, (ii) in the case of certain
dividend non-payments, (iii) with respect to the issuance of our senior capital stock, and (iv) with respect to changes to our organizational documents
that would adversely affect the relative rights, preferences or limitations of the Preferred Shares.
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Moreover, holders of depositary shares must act through the depositary to exercise any voting rights of the Preferred Shares. Although each
depositary share is entitled to 1/1,000th of a vote, the depositary can only vote whole Preferred Shares. While the depositary will vote the maximum
number of whole Preferred Shares in accordance with the instructions it receives, any remaining votes of holders of the depositary shares will not be
voted. For more information about voting rights, see "Description of the Preferred Shares--Voting Rights" and "Description of the Depositary Shares--
Voting the Preferred Shares."
There may be no trading market for the Preferred Shares and the related depositary shares.
The depositary shares will not be listed on any securities exchange. Although we have been advised that the underwriters intend to make a market
in the depositary shares, the underwriters are not obligated to do so and may discontinue market making at any time at their sole discretion. Therefore,
no assurance can be given as to the development or liquidity of any trading market for the depositary shares.
The Preferred Shares are a perpetual equity security. This means that they have no maturity or mandatory redemption date and are not redeemable at
the option of the holders of the Preferred Shares or the holders of the depositary shares offered by this prospectus supplement. As a result, investors
seeking liquidity in the depositary shares will be limited to selling their depositary shares in the secondary market. The number of potential buyers of
the depositary shares in any secondary market may be limited. If an active, liquid market does not develop for the depositary shares, the market price of
the depositary shares may be adversely affected.
You are making an investment decision about the depositary shares as well as the Preferred Shares.
As described in this prospectus supplement, we are offering depositary shares representing fractional interests in the Preferred Shares. The
depositary will rely solely on the dividend payments on the Preferred Shares it receives from us to fund all dividend payments on the depositary shares.
You should review carefully the information in this prospectus supplement and the accompanying prospectus regarding the depositary shares and the
Preferred Shares.
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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 that are or will be incorporated by reference in this prospectus supplement and the
accompanying prospectus, which could cause actual results to differ materially from such statements. The words "believe," "expect," "anticipate,"
"optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely" and similar expressions are intended to identify forward-
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, 2013 and our Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2014 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.
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Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following:
·
whether or not we will ultimately consummate the offering contemplated by this prospectus supplement and the accompanying
prospectus;
·
the ability to hold annual operating expense growth to less than 3 percent during 2014, which will depend in part on unanticipated
increases in significant categories of operating expenses, such as consulting or professional fees, compliance or regulatory-related costs
and technology costs, the payment of monetary damages and penalties, disgorgement and restitution, our decision to increase or decrease
discretionary operating expenses depending on overall business performance, our ability to achieve the expected benefits of our
reengineering plans, our ability to balance expense control and investments in the business, the impact of changes in foreign currency
exchange rates on costs and results, the impact of accounting changes and reclassifications, and the level of acquisition activity and
expenses;
·
the actual amount to be spent by us on investments in the business during 2014, which will be based in part on the fourth quarter of 2014
and the actual amount of any potential gain arising from the proposed acquisition by SAP of Concur Technologies we decide to invest in
business building activities and initiatives designed to improve operating efficiencies, which will be based in part on the likelihood and
timing of the closing of the proposed Concur acquisition, the magnitude of any gain we recognize as a result of the Concur acquisition,
which will depend on the ultimate purchase price paid by SAP, management's ability to identify attractive investment opportunities and
make such investments, which could be impacted by business, regulatory or legal complexities, our ability to develop and implement
technology and other resources to realize efficiencies and the ability to control operating, infrastructure and rewards expenses as business
expands or changes, including the changing behavior of Card Members;
·
changes affecting our ability or desire to repurchase up to $1.15 billion of our common shares for the remainder of 2014 and up to
$1.0 billion in the first quarter of 2015, such as acquisitions, results of operations, capital needs and the amount of shares issued by us to
employees upon the exercise of options, among other factors, which will significantly impact the potential decrease in our capital ratios;
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·
changes affecting our ability or desire to issue additional preferred shares during the fourth quarter of 2014 and the first quarter of 2015,
such as actions by bank regulatory agencies, capital needs, any reduction in our credit ratings, which could materially increase the cost
and other terms of preferred shares, and market conditions, among other factors;
·
the possibility that we will not fully execute on our plans for OptBlue, including increasing merchant acceptance and offsetting
decreases in the average discount rate with higher spend volume, which will depend in part on the success of OptBlue merchant
acquirers in signing merchants to accept American Express, which could be impacted by the pricing set by the merchant acquirers and
the value proposition offered to small merchants;
·
our ability to meet our on-average and over-time growth targets for revenues net of interest expense, earnings per share and return on
average equity, which will depend on factors such as our success in implementing our strategies and business initiatives including
growing our share of overall spending, increasing merchant coverage, enhancing our prepaid offerings, expanding the Global Network
Services ("GNS") business and controlling expenses, and on factors outside management's control including the willingness of Card
Members to sustain spending, the effectiveness of marketing and loyalty programs, regulatory and market pressures on pricing, credit
trends, currency and interest rate fluctuations, and changes in general economic conditions, such as GDP growth, consumer confidence,
unemployment and the housing market;
·
our ability to meet our on-average and over-time objective to return 50 percent of capital generated to shareholders through dividends
and share repurchases, which will depend on factors such as approval of our capital plans by our regulators, the amount we spend on
acquisitions, our results of operations and capital needs in any given period, and the amount of shares issued by us to employees upon the
exercise of options;
·
uncertainty relating to the outcomes associated with merchant class actions, including the success or failure of the settlement agreement,
such as objections to the settlement agreement by plaintiffs and other parties and uncertainty and timing related to the approval of the
settlement agreement by the Court, which can be impacted by appeals;
·
changes in global economic and business conditions, including consumer and business spending, the availability and cost of credit,
unemployment and political conditions, all of which may significantly affect spending on American Express cards, delinquency rates,
loan balances and other aspects of our business and results of operations;
·
changes in capital and credit market conditions, including sovereign creditworthiness, which may significantly affect our ability to meet
our liquidity needs, expectations regarding capital and liquidity ratios, access to capital and cost of capital, including changes in interest
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