Bond AmeriExpress 4.9% ( US025816BL21 ) in USD

Issuer AmeriExpress
Market price refresh price now   99.9 %  ⇌ 
Country  United States
ISIN code  US025816BL21 ( in USD )
Interest rate 4.9% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond American Express US025816BL21 en USD 4.9%, maturity Perpetual


Minimal amount 1 000 USD
Total amount 850 000 000 USD
Cusip 025816BL2
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating N/A
Next Coupon 15/03/2026 ( In 93 days )
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.

The Bond issued by AmeriExpress ( United States ) , in USD, with the ISIN code US025816BL21, pays a coupon of 4.9% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by AmeriExpress ( United States ) , in USD, with the ISIN code US025816BL21, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







424B5 1 a2223284z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE





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

Offering Price

Registration Fee(1)(2)

Depositary Shares Each Representing a 1/1000th Interest in a Share of
Preferred Shares, Series C

$850,000,000

$98,770

(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)(5)
Registration No. 333-185242
PROSPECTUS SUPPLEMENT
(To Prospectus Dated December 3, 2012)

American Express Company
850,000 Depositary Shares
Each Representing a 1/1,000th Interest in a Share of
4.900% Fixed Rate/Floating Rate Noncumulative Preferred Shares, Series C
We are offering 850,000 depositary shares, each representing a 1/1,000th interest in a perpetual 4.900% Fixed Rate/Floating Rate Noncumulative
Preferred Share, Series C, $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, March 15, 2020, at an
annual rate of 4.900% on the liquidation preference amount of $1,000,000 per Preferred Share (equivalent to $49 per depositary share per year), semi-
annually in arrears, on March 15 and September 15 of each year, beginning on September 15, 2015, and (ii) from, and including, March 15, 2020, at an
annual rate equal to three-month LIBOR plus 3.285% on the liquidation preference amount of $1,000,000 per Preferred Share, quarterly in arrears, on
March 15, June 15, September 15 and December 15 of each year, beginning on June 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 March 15, 2020, 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.
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


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
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 and on page 56 of our Annual Report on Form 10-K for the
year ended December 31, 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
$
850,000,000
Underwriting Discount

$
10
$
8,500,000
Proceeds to us (before expenses)(1)

$
990
$
841,500,000
(1)
Plus accrued dividends, if any, from March 2, 2015 to the date of delivery.
Delivery of the depositary shares will be made on or about March 2, 2015.
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
Barclays

Citigroup

Credit Suisse
RBC Capital Markets
Wells Fargo Securities
Co-Managers
Lloyds
Mizuho
SMBC
Securities

MUFG
Securities

nabSecurities, LLC
Nikko
Junior Co-Managers
Mischler Financial Group, Inc.

Williams Capital Group, L.P.

The date of this prospectus supplement is February 25, 2015.
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-11
Ratio of Earnings to Fixed Charges and Preferred Share Dividends
S-12
Description of the Preferred Shares
S-13
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


Description of the Depositary Shares
S-22
Book-Entry Procedures and Settlement
S-24
Certain U.S. Federal Income Tax Consequences
S-26
Underwriting
S-30
Where You Can Find More Information
S-35
Incorporation of Certain Documents by Reference
S-35
Legal Matters
S-36
Experts
S-36

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
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 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
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


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
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 and on page 56 of our Annual Report on Form 10-K for the year ended
December 31, 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/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 various 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. American Express® cards
permit 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 December 31, 2014, we had total worldwide cards-in-force of 112.2 million (including cards issued by third parties). For the year
ended December 31, 2014, our worldwide billed business (spending on American Express cards, including cards issued by third parties) was
$1,022.8 billion.
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone number: 212-640-2000).

S-2
Table of Contents

http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


The Offering
Issuer
American Express Company.
Offered Securities
850,000 depositary shares representing fractional interests in 850 Preferred
Shares ($850,000,000 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, March 15, 2020, at an
annual rate of 4.900% on the liquidation preference amount of $1,000,000 per
Preferred Share (equivalent to $49 per depositary share per year), semi-
annually in arrears, on March 15 and September 15 of each year, beginning on
September 15, 2015, and (ii) from, and including, March 15, 2020, at an
annual rate equal to three-month LIBOR plus 3.285% on the liquidation
preference amount of $1,000,000 per Preferred Share, quarterly in arrears, on
March 15, June 15, September 15 and December 15 of each year, beginning
on June 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 on September 15, 2015.


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 March 15, 2020 or (ii) in whole but not in
part at any time within 90 days following a Regulatory Capital Event (as
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


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.

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, including
the 5.200% Fixed Rate/Floating Rate Noncumulative Preferred Shares,
Series B, $1.662/3 par value (the "Series B Preferred Stock").


S-4
Table of Contents
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."
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 equal with the Series B Preferred Stock as to the payment of dividends and as
to the distribution of assets upon our liquidation, dissolution or winding up. 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
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


Conversion
Rights
None.
Tax
For a discussion of certain U.S. federal income tax consequences relating to the purchase, ownership
Consequences
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.
Use of

Proceeds
We intend to use the net proceeds from this offering for general corporate purposes.
Depositary,

Calculation
Agent,
Transfer
Computershare Inc. ("Computershare") and Computershare Trust Company, N.A. ("Computershare
Agent and
Trust"), acting jointly, will serve as depositary. Computershare Trust will serve as calculation agent,
Registrar
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
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


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--Consolidated Capital Resources and
Liquidity--Share Repurchases and Dividends" on page 42 and Note 23 to our Consolidated Financial Statements on pages 116­117 of our 2014 Annual
Report to Shareholders, which information is incorporated herein by reference.
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 not paying full dividends on any outstanding parity stock, we will not be able to pay full dividends on the Preferred Shares.
For so long as any Preferred Shares remain outstanding, if dividends are not declared and paid in full upon the Preferred Shares and any parity
stock, all dividends declared upon Preferred Shares and any parity stock will be declared on a proportional basis so that the amount of dividends
declared per share will bear to each other the same ratio that accrued dividends for the then-current dividend period per Preferred Share, and accrued
dividends for the then-current dividend period per share of any parity stock, bear to each other. Therefore, if we are not paying full dividends on any
outstanding parity stock, we will not be able to pay full dividends on the Preferred Shares.
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
S-7
Table of Contents
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.
We will be permitted to redeem the Preferred Shares before the dividend payment date on March 15, 2020 if conditions in the terms of the
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


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 March 15, 2020 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 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 March 15, 2020 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 March 15, 2020, 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.
If we obtain the consent of the holders of at least two-thirds of the Preferred Shares then outstanding, voting separately as a single class with all
other series of preferred shares entitled to vote thereon, 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.
S-8
Table of Contents
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.
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.
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


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.
S-9
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
We have made various statements in this prospectus supplement and the accompanying prospectus that may constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may also be made in our documents
incorporated by reference in this prospectus supplement and the accompanying prospectus. Forward-looking statements are subject to risks and
uncertainties, including those identified in the documents 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, 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 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-10
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $841,200,000, 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 Preferred Shares in order to create additional, non-common Tier 1 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 dividends and share
repurchases.
S-11
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED SHARE DIVIDENDS
The following table shows our historical ratios of earnings to fixed charges and preferred share dividends for the periods indicated:


Years Ended December 31,



2014

2013

2012

2011

2010

Ratio of earnings to fixed charges
6.22x 4.87x 3.78x 3.89x 3.39x
Ratio of earnings to fixed charges and preferred share
dividends
6.22x 4.87x 3.78x 3.89x 3.39x
http://www.sec.gov/Archives/edgar/data/4962/000104746915001309/a2223284z424b5.htm[2/27/2015 12:54:41 PM]


Document Outline