Obligation American Express 2.5% ( US025816CG27 ) en USD

American Express

97.86 % ▲

Etats-unis

US025816CG27 ( en USD )

2.5% par an ( paiement semestriel )

29/07/2024

Prospectus brochure de l'obligation American Express US025816CG27 en USD 2.5%, échéance 29/07/2024

2 000 USD

1 500 000 000 USD

025816CG2

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

30/07/2024 ( Dans 73 jours )

L'Obligation émise par American Express ( Etats-unis ) , en USD, avec le code ISIN US025816CG27, paye un coupon de 2.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/07/2024

L'Obligation émise par American Express ( Etats-unis ) , en USD, avec le code ISIN US025816CG27, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par American Express ( Etats-unis ) , en USD, avec le code ISIN US025816CG27, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)

2.500% Notes due July 30, 2024

$1,500,000,000.00
$181,800.00

(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)
$1,500,000,000

American Express Company
2.500% Notes due July 30, 2024
We are offering $1,500,000,000 principal amount of our 2.500% notes due July 30, 2024, or the notes.
We will pay interest on the notes semi-annually in arrears on January 30 and July 30 of each year, beginning January 30, 2020. The notes will
mature on July 30, 2024.
We may redeem the notes, in whole or in part, on or after June 29, 2024, 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.
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.

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Underwriting
Discounts and
Proceeds to

Price to Public(1)

Commissions

the Company(1)(2)

Per note

99.678%

0.350%

99.328%

Total

$1,495,170,000
$5,250,000

$1,489,920,000

(1)
Plus accrued interest, if any, from July 30, 2019.
(2)
Before offering expenses.
Delivery of the notes will be made on or about July 30, 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
Deutsche Bank Securities
Mizuho Securities
RBC Capital Markets
Co-Managers
Lloyds Securities
MUFG
NatWest Markets
TD Securities
US Bancorp
Junior Co-Managers
Ramirez & Co., Inc.

RedTail Capital Markets

The date of this prospectus supplement is July 25, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

About This Prospectus Supplement
S-1

Summary
S-3

Risk Factors
S-6

Cautionary Statement Regarding Forward-Looking Information
S-8

Use of Proceeds
S-9

Description of Notes
S-10

Taxation
S-15

Underwriting
S-16

Where You Can Find More Information
S-20

Incorporation of Certain Documents by Reference
S-20

Legal Matters
S-21
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Experts
S-21
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
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"
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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
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,
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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 June 30, 2019, we had total worldwide cards-in-force of 114.2 million (including cards issued by third parties). For the three
months ended June 30, 2019, our worldwide billed business (spending on American Express® cards, including cards issued by third parties) was
$311.7 billion.
S-3
Table of Contents

The Offering
Issuer

American Express Company.

Offered Securities
$1,500,000,000 initial aggregate principal amount of
2.500% Notes due July 30, 2024, or the notes.

Maturity Date
The notes will mature on July 30, 2024.

Interest Rate and Payment Dates
The notes will bear interest at the rate of 2.500% per
annum payable semi-annually in arrears on January 30
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and July 30 of each year, beginning January 30, 2020.

Redemption
We may redeem the notes, in whole or in part, on or after
June 29, 2024, the date that is 31 days prior to the
maturity date for the notes 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 the notes except upon the occurrence of a Tax
Event (as defined under the heading "Description of Notes
--Optional Redemption--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 lawful to
make such offers. See "Underwriting." The notes are 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, 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.
S-4
Table of Contents

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
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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."

Use of Proceeds
We intend to use the net proceeds from this offering for
general corporate purposes. See "Use of Proceeds."

Trustee
The Bank of New York Mellon.
S-5
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 the notes develops, the liquidity of any market for the notes will depend upon the number of holders, 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, the 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 the 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 notes. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or
trading value of, the 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
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an effective interest rate as high as the interest rate on the notes.
S-6
Table of Contents
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 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-7
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-
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-8
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $1,489,370,000, 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-9
Table of Contents
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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
notes are initially being offered in an aggregate principal amount of $1,500,000,000 and will mature on July 30, 2024. We may, without consent of the
holders, increase the principal amount of the notes in the future, on the same terms and conditions and with the same CUSIP number as the notes 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
We will pay interest on the notes from July 30, 2019 at the rate per annum set forth on the cover page of this prospectus supplement, semi-annually
in arrears on January 30 and July 30 of each year, beginning January 30, 2020, to the persons in whose names such notes are registered on the
January 15 or July 15, 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 notes will be paid on the basis of a 360-day year comprised of twelve 30-day
months. On the maturity date of the notes, holders will be entitled to receive 100% of the principal amount of the note plus accrued and unpaid interest,
if any. We will redeem the notes prior to maturity if certain events occur involving United States taxation. In such event, we will redeem the 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 June 29, 2024, the date that is 31 days prior to the maturity date for the notes, we may redeem all or a portion of the 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 of the note shall not be entitled to payment of the amount
due until the next Business Day and shall not be entitled to any additional principal, interest or other payment as a result of such delay except as
otherwise provided under "--Payment of Additional Amounts." "Business Day" means any day which is not a Saturday or Sunday or any other day on
which banks in New York City are authorized or obligated by law or regulation to close.
Optional Redemption
The notes are not subject to repayment at the option of the holders at any time prior to maturity.
We may redeem the notes under the circumstances described below.
Redemption on or after the Date that is 31 Days Prior to the Maturity Date
We may, at our option, redeem the notes, in whole or in part, on or after June 29, 2024, the date that is 31 days prior to the maturity date for such
notes, on at least 30 days' and no more than 60 days' prior written notice, at a redemption price equal to the principal amount of the notes being
redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption.
S-10
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Redemption Upon a Tax Event
If, as a result of (a) any change in (including any announced prospective change), or amendment to, the laws (including any regulations or rulings
promulgated thereunder) of the United States (or any political subdivision or taxing authority thereof or therein), or any change in (including any
announced prospective change), or amendment to, any official position regarding the application or interpretation of such laws, which change or
amendment is announced or becomes effective on or after the date of this prospectus supplement, or (b) a taxing authority of the United States taking
any action, or such action becoming generally known, on or after the date of this prospectus supplement, whether or not such action is taken with respect
to us or any of our affiliates, there is in either case a material increase in the probability that we will or may be required to pay additional amounts as
described herein under the heading "--Payment of Additional Amounts" below (a "Tax Event"), then we may in either case, at our option, redeem, in
whole or in part, the notes on at least 30 days' and no more than 60 days' prior written notice, at a redemption price equal to the principal amount of the
notes being redeemed, together with any accrued and unpaid interest thereon to, but excluding, the date fixed for redemption.
In order to exercise this right, we must determine, in our business judgment, that the obligation to pay such additional amounts cannot be avoided
by the use of reasonable measures available to us, not including substitution of the obligor under the notes. Prior to the publication of any notice of
redemption, we will deliver to the trustee an officer's certificate stating that we are entitled to effect a redemption and setting forth a statement of facts
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showing that the conditions precedent to our right to so redeem have occurred and an opinion of counsel to that effect based on that statement of facts.
Book-Entry, Delivery and Form
We will issue the notes in the form of one or more fully registered global notes in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof. We will deposit the notes with, or on behalf of, DTC and will register the notes in the name of Cede & Co., DTC's nominee.
Your beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on your behalf as direct
and indirect participants in DTC, or DTC participants. You may elect to hold interests in the global notes either through DTC (inside the United States)
or through Euroclear or Clearstream (outside of the United States) if they are participants in such systems, or indirectly through organizations that are
participants in such systems. For information on DTC, Euroclear or Clearstream, see "Description of Debt Securities--Global Securities and Global
Clearance and Settlement Procedures" beginning on page 25 of the accompanying prospectus.
Definitive Notes
We will issue notes in definitive registered form in exchange for the global notes in the following instances. If DTC notifies us that it is unwilling
or unable to continue as depository for the global notes or if DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934,
as amended, or the Exchange Act, and we do not appoint a successor depository within 90 days, we will issue notes in definitive form. We will also
issue definitive notes in exchange for the global notes if an event of default with respect to the notes occurs and is continuing as described under
"Description of Debt Securities--Events of Default, Notice and Waiver" in the accompanying prospectus. If we issue definitive notes, the notes may be
presented for registration of transfer and exchange at the office of the trustee in New York, New York. In such circumstances, we will pay principal of,
and interest on, the notes at the office of the trustee in New York, New York. We will make payments of principal on the notes only against surrender of
such notes. All payments of principal and interest will be made by U.S. dollar check drawn on a bank in The City of New York and mailed to the
persons in whose names such notes are registered at such person's address as provided in the register. For holders of at least
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$1,000,000 in aggregate principal amount of notes, we will make payment by wire transfer to a U.S. dollar account maintained by the payee with a bank
in The City of New York or in Europe, provided that the trustee receives a written request from such holder to such effect designating such account no
later than the January 15 or July 15 immediately preceding the relevant interest payment date.
Payment of Additional Amounts
We will, subject to the exceptions and limitations set forth below, pay as additional interest on the notes, such additional amounts as are necessary
in order that the net payment by us or a paying agent of the principal of and interest on the notes to a holder who is a Non-United States Holder (as
defined under "Certain U.S. Federal Income Tax Consequences" in the accompanying prospectus), after deduction for any present or future tax,
assessment or governmental charge of the United States or a political subdivision or taxing authority thereof or therein, imposed by withholding with
respect to the payment, will not be less than the amount that would have been payable had no such withholding or deduction been required.
However, our obligation to pay additional amounts shall not apply:
1) to a tax, assessment or governmental charge that would not have been imposed but for the beneficial owner or the holder, or a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the holder if the holder is an estate, trust, partnership,
limited liability company, corporation or other entity, or a person holding a power over an estate or trust administered by a fiduciary holder,
being considered as:
(a) being or having been present or engaged in a trade or business in the United States or having or having had a permanent
establishment in the United States;
(b) having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled
foreign corporation with respect to the United States, a corporation that has accumulated earnings to avoid United States federal income
tax or a private foundation or other tax-exempt organization; or
(d) being or having been a "10-percent shareholder" of the Company as defined in section 871(h)(3) of the United States Internal
Revenue Code of 1986, as amended, or the Code, or any successor provision or being or having been a bank whose receipt of interest on
a note is described in section 881(c)(3)(A) of the Code or any successor provision;
(2) to any beneficial owner that is not the sole beneficial owner of a note, or a portion thereof, or that is a fiduciary, partnership, limited
liability company or other fiscally transparent entity, but only to the extent that a beneficiary or settlor with respect to the fiduciary, or a
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Document Outline

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