Bond AmeriExpress 3.625% ( US025816BK48 ) in USD

Issuer AmeriExpress
Market price 100 %  ▲ 
Country  United States
ISIN code  US025816BK48 ( in USD )
Interest rate 3.625% per year ( payment 2 times a year)
Maturity 04/12/2024 - Bond has expired



Prospectus brochure of the bond American Express US025816BK48 in USD 3.625%, expired


Minimal amount 2 000 USD
Total amount 600 000 000 USD
Cusip 025816BK4
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating A3 ( Upper medium grade - Investment-grade )
Detailed description American Express is a global financial services corporation offering credit cards, charge cards, and other financial products and services to consumers and businesses worldwide.

American Express's USD 600,000,000 3.625% bonds (CUSIP: 025816BK4, ISIN: US025816BK48), issued in the United States, matured on 04/12/2024, with a minimum purchase amount of 2000, were redeemed at 100% of face value, carrying Standard & Poor's BBB and Moody's A3 ratings, and paid semi-annually.







424B2 1 a2222410z424b2.htm 424B2
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Table of Contents
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE



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

Offering Price

Registration Fee(1)(2)

3.625% Subordinated Notes due December 5, 2024

$600,000,000

$69,720

(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.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-185242
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 3, 2012)

$600,000,000
American Express Company
3.625% Subordinated Notes due December 5, 2024
We are offering $600,000,000 principal amount of our 3.625% subordinated notes due December 5, 2024, or the subordinated notes.
We will pay interest on the subordinated notes semi-annually in arrears on June 5 and December 5 of each year, beginning June 5, 2015. The
subordinated notes will mature on December 5, 2024.
We may redeem the subordinated notes, in whole or in part, on or after the date that is 31 days prior to the maturity date at a redemption price equal
to the principal amount of the subordinated notes being redeemed, together with any accrued and unpaid interest thereon to the date fixed for
redemption. We may not redeem the subordinated 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 Subordinated Notes--Optional Redemption--Redemption Upon a Tax Event") or a Regulatory
Capital Event (as defined under the heading "Description of Subordinated Notes--Optional Redemption--Redemption Upon a Regulatory Capital
Event").
The subordinated notes will rank junior in right of payment to our senior indebtedness and will rank senior in right of payment to our 6.80%
subordinated debentures, as described in "Description of Subordinated Notes--Subordination" in this prospectus supplement.
We will not list the subordinated notes on any exchange.
We will only issue the subordinated 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 subordinated notes will be shown on, and transfers of such interests will be made only through, records
maintained by DTC and its direct or indirect 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 subordinated notes in definitive form.
The underwriters are offering the subordinated notes for sale in those jurisdictions both inside and outside the United States where it is lawful to
make such offers.
Investing in the subordinated notes involves risks. You should carefully consider the information under "Risk Factors" beginning on
page S-5 of this prospectus supplement, on page 2 of the accompanying prospectus, on page 78 of our Annual Report on Form 10-K for the
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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.
The subordinated notes are not deposits or savings accounts. The subordinated notes are not insured or guaranteed by the Federal Deposit
Insurance Corporation or by any other governmental agency or instrumentality.
Underwriting
Discounts and
Proceeds to the

Price to Public(1)
Commissions

Company(1)(2)

Per subordinated note

99.527%
0.450%
99.077%
Total for subordinated notes
$
597,162,000 $
2,700,000 $
594,462,000
(1)
Plus accrued interest, if any, from December 5, 2014 to the date of delivery.
(2)
Before offering expenses.
Delivery of the subordinated notes will be made on or about December 5, 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
Goldman, Sachs & Co.
Barclays
RBC Capital Markets
Co-Managers
HSBC
Lloyds Securities
MUFG
Mizuho Securities
Junior Co-Manager
Ramirez & Co., Inc.

The date of this prospectus supplement is December 2, 2014.
Table of Contents


Page

PROSPECTUS SUPPLEMENT


About this Prospectus Supplement
S-1
Summary
S-2
Risk Factors
S-5
Cautionary Statement Regarding Forward-Looking Information
S-8
Use of Proceeds
S-9
Ratio of Earnings to Fixed Charges
S-10
Description of Subordinated Notes
S-11
Certain U.S. Federal Income Tax Consequences
S-20
Underwriting
S-21
Where You Can Find More Information
S-25
Incorporation of Certain Documents by Reference
S-25
Legal Matters
S-26
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Experts
S-26

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
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 subordinated 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 subordinated notes that we are offering. The
description of the terms of the subordinated 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
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 subordinated notes 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 subordinated notes.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the subordinated 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-1
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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 subordinated notes discussed under the heading "Risk Factors" beginning on page S-5 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
Issuer
American Express Company.
Offered

Securities
$600,000,000 aggregate principal amount of 3.625% subordinated notes due December 5, 2024.
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Maturity

Dates
The subordinated notes will mature on December 5, 2024.
Interest Rates
and Payment
The subordinated notes will bear interest at the rate of 3.625% per annum payable semi-annually in
Dates
arrears on each June 5 and December 5 of each year, beginning June 5, 2015.
Redemption
We may redeem the subordinated notes, in whole or in part, on or after the date that is 31 days prior to
the maturity date at a redemption price equal to the principal amount of the subordinated notes being
redeemed, together with any accrued and unpaid interest thereon to the date fixed for redemption. We
may not redeem the subordinated 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 Subordinated Notes
--Optional Redemption--Redemption Upon a Tax Event") or a Regulatory Capital Event (as defined
under the heading "Description of Subordinated Notes--Optional Redemption--Redemption Upon a
Regulatory Capital Event"). No redemption of the subordinated notes may be made without the prior
approval of the Federal Reserve.
Markets
The subordinated 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 subordinated 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 subordinated notes, as
permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a
market for the subordinated notes and may discontinue any market-making at any time at their sole
discretion.
Minimum
We will issue the subordinated notes in minimum denominations of $2,000 and integral multiples of
Denomination;
$1,000 in excess thereof, in the form of one or more fully registered global certificates, or the global
Form and
notes, which we will deposit with, or on behalf of, DTC and register in the name of DTC's nominee,
Settlement
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, société anonyme, or Clearstream.

S-3
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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 you are
a participant in such systems, or indirectly through organizations that are
participants in such systems.

Euroclear and Clearstream will hold interests on behalf of their participants
through their respective U.S. depositaries, which in turn will hold such
interests in accounts as participants of DTC. See "Description of
Subordinated Notes--Book-Entry, Delivery and Form." Initial settlement for
the subordinated 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 Clearstream participants
and/or Euroclear participants will settle in immediately available funds.
Withholding Tax
We will pay principal of and interest on the subordinated 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
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requirements and limitations set forth in this prospectus supplement under
"Description of Subordinated Notes--Payment of Additional Amounts."
Subordination
The payment of the principal of and interest on the subordinated notes is
expressly subordinated, to the extent and in the manner set forth in the
indenture (as defined below), in right of payment to the prior payment in full
of all of our present and future senior indebtedness, and will be effectively
subordinated to all indebtedness of our subsidiaries. See "Description of
Subordinated Notes--Subordination."
Events of Default
An event of default with respect to the subordinated notes means certain
events of bankruptcy, insolvency or receivership, whether voluntary or not.
See "Description of Subordinated Notes--Events of Default."
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes.
Trustee
The Bank of New York Mellon.

S-4
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RISK FACTORS
An investment in the subordinated notes involves risks. Before deciding whether to purchase any subordinated notes, 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 that are 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.
Risks Relating to the Subordinated Notes
The subordinated notes will be effectively subordinated to substantially all of our unsecured debt, secured debt and to the debt of our
subsidiaries.
The payment of the principal of and interest on the subordinated notes is expressly subordinated, to the extent and in the manner set forth in the
indenture, in right of payment to the prior payment in full of all of our senior indebtedness. In addition, the subordinated notes 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.
The indenture provides that, unless all principal of, and any interest on, our senior indebtedness has been paid in full, or provision has been made to
make these payments in full, no payment or other distribution may be made with respect to the subordinated indebtedness in the circumstances specified
under "Description of Subordinated Notes--Subordination." If the holders of subordinated notes receive any payment or distribution of our assets not
permitted by the subordination provisions, the holders of subordinated notes will have to repay that amount to the holders of the senior indebtedness or
to the trustee. After the payment in full of all senior indebtedness, the holders of the subordinated notes will be subrogated to the rights of the holders of
senior indebtedness to receive payments or distributions of our assets or securities applicable to the senior indebtedness until the subordinated notes are
paid in full.
In addition, the subordinated notes are not secured by any of our assets or the assets of our subsidiaries. As a result, the indebtedness represented by
the subordinated 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.
The subordinated notes are not deposits or savings accounts. The subordinated notes are not insured or guaranteed by the Federal Deposit Insurance
Corporation or by any other governmental agency or instrumentality. In addition, the subordinated notes will not be guaranteed by any of our
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subsidiaries and therefore will be structurally subordinated to the existing and future indebtedness of our subsidiaries. We only have a shareholder's
claim in the assets of our subsidiaries. This shareholder's claim is junior to claims that creditors of our subsidiaries have against those subsidiaries.
Holders of the subordinated notes will only be creditors of American Express, and such holders will not be creditors of our subsidiaries, where most of
our consolidated assets are located. In the event of the
S-5
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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 subordinated notes. If any of the foregoing occur, we cannot assure
you that there will be sufficient assets to pay amounts due on the subordinated notes.
The indenture places no limitation on the amount of additional senior indebtedness that we may incur. We expect from time to time to incur
additional senior indebtedness.
The aggregate principal amount of our consolidated indebtedness as of September 30, 2014 was approximately $56.3 billion, all of which will be
senior, or structurally senior, to the subordinated notes, excepting $750 million of our 6.80% subordinated debentures that will rank junior to the
subordinated notes in right of payment.
We are a holding company, and payments on the subordinated notes will only be made from our earnings and assets, and not those of our
subsidiaries.
We are a holding company. Our principal assets consist of the stock of our operating subsidiaries, and substantially all of our income is derived
from those subsidiaries. The subordinated notes will be solely our obligations, and our subsidiaries will have no obligation to pay any amount in respect
of the subordinated notes or to make any funds available for any such payment. Accordingly, we will be dependent on dividends and other discretionary
distributions from our subsidiaries to generate the funds necessary to meet obligations with respect to the subordinated notes, including the payment of
principal and interest thereon.
The terms of our existing indebtedness may restrict our ability to make payments on the subordinated notes in specified circumstances.
Under the terms of certain of our or our subsidiaries' loan agreements, if an event of a default under a loan agreement exists on an interest payment
date for the subordinated notes, whether or not the applicable cure period under the loan agreement has elapsed, we would be restricted from borrowing
money or receiving payment in the form of dividends from our subsidiaries. As a result, we could be unable to make interest payments on the
subordinated notes if such default existed on an interest payment date.
Holders of the subordinated notes will not have rights to accelerate payment in the case of payment defaults or breaches of covenants.
Holders of the subordinated notes or the trustee may accelerate payment of principal and accrued and unpaid interest on the subordinated notes only
upon the occurrence of certain events of bankruptcy, insolvency or receivership of us. There is no right of acceleration in the case of a default in the
payment of principal of or interest on the subordinated notes or the performance of any our other obligations under the subordinated notes. A default by
us or by any of our subsidiaries on any of our or their indebtedness, respectively, or acceleration of any such indebtedness, will not result in a cross
default or cross acceleration of the subordinated notes.
Because events of default for the subordinated notes do not include failure to comply with or breach of our other covenants in the indenture
applicable to the subordinated notes, a covenant default, other than the events of default described above, will not result in the acceleration of payment
of the subordinated notes. Although failure to comply with such other covenants could give rise to a claim against us relating to the specific breach, the
remedy of holders of the subordinated notes may be limited to direct monetary damages, if any. In addition, only the trustee or the holders of a majority
of the subordinated notes, if the trustee fails to institute such a proceeding, may institute a proceeding against us on account of any such breach.
Furthermore, except with respect to covenants relating to our obligation to file periodic or other reports and an annual statement with respect to
indenture defaults,
S-6
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the indenture will not require the trustee to take any action in case of such a breach (other than to give notice of default under specified circumstances)
unless so directed by holders. See "Description of the Subordinated Notes--Events of Default."
An active trading market for the subordinated notes may not develop.
There is no existing trading market for the subordinated notes. We do not intend to apply for listing the subordinated notes on any securities
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exchange or for quotation through any automated dealer quotation system. Although we have been advised that the underwriters may make a market in
the subordinated 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 subordinated notes develops, the liquidity of any market for such subordinated notes will depend upon the number of holders of
the subordinated notes, our performance, the market for similar securities, the interest of securities dealers in making a market in the subordinated notes
and other factors. Accordingly, no assurance can be given as to the liquidity of, or adequate trading markets for, the subordinated notes.
Our credit ratings may not reflect all risks of an investment in the subordinated notes.
The credit ratings of the subordinated 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, the subordinated notes. In addition, actual or anticipated changes in our credit ratings will generally affect any trading
market for, or trading value of, the subordinated notes.
We may redeem the subordinated notes on or after the date that is 31 days prior to the maturity date, upon a Tax Event or upon a Regulatory
Capital Event, and you may not be able to reinvest in a comparable security.
We may redeem the subordinated notes on or after the date that is 31 days prior to the maturity date, upon the occurrence of a Tax Event, or upon
the occurrence of a Regulatory Capital Event, in each case if we obtain the prior approval of the Federal Reserve. See "Description of Subordinated
Notes--Optional Redemption." In the event we redeem the subordinated notes, you may not be able to reinvest the redemption proceeds in a
comparable security at an effective interest rate as high as the interest rate on the subordinated notes.
S-7
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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 "Risk Factors" section of this prospectus supplement as well as 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 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 that are or will be 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
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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $594,212,000, 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.
We are issuing the subordinated notes in order to create Tier 2 capital consistent with applicable U.S. capital rules (commonly known as Basel III),
facilitating our goal of maintaining strong capital ratios and preserving capacity for future capital distributions.
S-9
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RATIO OF EARNINGS TO FIXED CHARGES
The following table shows our historical ratios of earnings to fixed charges for the periods indicated:




Nine Months Ended

Years Ended December 31,



September 30, 2014

2013

2012

2011

2010

2009

Ratio of earnings to fixed charges
6.03x 4.87x 3.78x 3.89x 3.39x 2.22x
In computing the ratio of earnings to fixed charges, "earnings" consist of pretax income from continuing operations, interest expense and other
adjustments. For purposes of computing "earnings," other adjustments included adding the amortization of capitalized interest, the net loss of affiliates
accounted for under the equity method whose debt is not guaranteed by us, the non-controlling interest in the earnings of majority-owned subsidiaries
with fixed charges, and the interest component of rental expense, and subtracting undistributed net income of affiliates accounted for under the equity
method.
"Fixed charges" consist of interest expense and other adjustments, including capitalized interest costs and the interest component of rental expense.
Interest expense includes interest expense related to the Card Member lending activities, international banking operations, and charge card and other
activities in our consolidated statements of income included in the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus. Interest expense does not include interest on liabilities recorded in accordance with U.S. generally accepted accounting
principles governing accounting for uncertainty in income taxes. Our policy is to classify such interest in income tax provision in the consolidated
statements of income.
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DESCRIPTION OF SUBORDINATED NOTES
This description of the terms of the subordinated notes adds information to the description of the general terms and provisions of debt securities in
the accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus and this prospectus
supplement before making your decision to invest in the subordinated notes. If any specific information regarding the subordinated notes described in
this prospectus supplement is inconsistent with the more general terms of the subordinated notes described in the prospectus, you should rely on the
information contained in this prospectus supplement, and the information under the heading "Descriptions of Debt Securities--Provisions Applicable
Solely to Subordinated Securities" in the accompanying prospectus is fully superseded by information in this prospectus supplement. In this section,
references to "American Express," the "Company," "we," "us" or "our" refer solely to American Express Company and not any of our subsidiaries,
unless we state or the context implies otherwise.
General
The subordinated notes offered by this prospectus supplement are subordinated debt securities issued under our subordinated debt indenture dated
as of August 1, 2007, as supplemented by the first supplemental indenture thereto to be dated as of December 5, 2014 (as supplemented, the
"indenture"). The subordinated notes are initially being offered in an aggregate principal amount of $600,000,000 and will mature on December 5,
2024, at 100% of their principal amount. We may, without consent of the holders, issue additional subordinated notes in the future, on the same terms
and conditions and with the same CUSIP number as the subordinated notes being offered hereby, as more fully described in "--Further Issues" below.
The subordinated notes will rank subordinate and junior in right of payment to our senior indebtedness, as described in "--Subordination" below.
The aggregate principal amount of our consolidated indebtedness as of September 30, 2014 was approximately $56.3 billion, all of which will be senior,
or structurally senior, to the subordinated notes, excepting $750 million of our 6.80% subordinated debentures that will rank junior to the subordinated
notes in right of payment.
If any day on which a payment of interest, principal or a redemption payment is due is not a Business Day (as defined below), then the holder of the
subordinated notes 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."
Payment of principal on the subordinated notes may be accelerated only in the case of certain events of bankruptcy, insolvency or receivership.
There is no right of acceleration in the case of a default in the payment of principal of or interest on the subordinated notes or the performance of any
our other obligations under the subordinated notes.
Subordination
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Subject to the qualifications described below, the term "senior indebtedness" includes principal of, and interest on, the following:
·
all of our indebtedness, whether outstanding on the date of the issuance of the subordinated notes or thereafter created, incurred or
assumed, which is for money borrowed, or which is evidenced by a note, bond, indenture or similar instrument;
·
all of our obligations under leases required or permitted to be capitalized under U.S. generally accepted accounting principles;
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·
all of our reimbursement obligations with respect to any letter of credit, banker's acceptance, security purchase facility or similar credit
transactions;
·
all obligations of the types referred to in the preceding bullet points of another person, the payment of which we are responsible or liable
as guarantor or otherwise;
·
any agreements or obligations to pay deferred purchase price or conditional sales agreements other than in the ordinary course of
business;
·
all obligations of the types referred to in the preceding bullet points of another person secured by any lien on any of our property or
assets (whether or not that obligation has been assumed by us); and
·
amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness.
The subordinated notes will rank senior to all of our equity securities, including any preferred shares we have issued, including our 5.200% Fixed
Rate/Floating Rate Noncumulative Preferred Shares, Series B, and may issue in the future.
The senior indebtedness will continue to be senior indebtedness and entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of the senior indebtedness or extension or renewal of the senior indebtedness. Notwithstanding anything
to the contrary in the foregoing, senior indebtedness will not include (1) indebtedness incurred for the purchase of goods, materials or property, or for
services obtained in the ordinary course of business or for other liabilities arising in the ordinary course of business, (2) any indebtedness which by its
terms is expressly made equal in rank and payment with or subordinated to the subordinated notes and (3) obligations by us owed to our subsidiaries. In
particular, senior indebtedness does not include the 6.80% subordinated debentures issued under the supplemental indenture dated August 1, 2006
among American Express Company, as issuer, J.P. Morgan Trust Company, National Association, as indenture trustee, and The Bank of New York, as
series trustee, which supplements the indenture dated May 1, 1997 between American Express Company, as issuer, and J.P. Morgan Trust Company,
National Association, as successor to PNC Bank, National Association, as trustee. The 6.80% subordinated debentures will rank junior to the
subordinated notes in right of payment.
No direct or indirect payment, in cash, property or securities, by set-off or otherwise, may be made or agreed to be made on account of the
subordinated notes or interest thereon, or in respect of any repayment, redemption, retirement, purchase or other acquisition of the subordinated notes,
if:
·
we default in the payment of any principal or interest on any senior indebtedness, whether at maturity or at a date fixed for prepayment
or declaration or otherwise; or
·
an event of default occurs with respect to any senior indebtedness permitting the holders to accelerate the maturity and written notice of
such event of default, requesting that payments on the subordinated notes cease, is given to us by the holders of senior indebtedness,
unless and until such default in payment or event of default has been cured or waived or ceases to exist.
All present and future senior indebtedness, which will include, without limitation, interest accruing after the commencement of any proceeding,
assignment or marshaling of assets described below, will first be paid in full before any payment, whether in cash, securities or other property, will be
made by us on account of the subordinated notes in the event of:
·
any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to
us, our creditors or our property;
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