Bond AmeriExpress 0% ( US025816BN86 ) in USD

Issuer AmeriExpress
Market price 99.991 %  ▼ 
Country  United States
ISIN code  US025816BN86 ( in USD )
Interest rate 0%
Maturity 01/08/2022 - Bond has expired



Prospectus brochure of the bond American Express US025816BN86 in USD 0%, expired


Minimal amount /
Total amount /
Cusip 025816BN8
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 US025816BN86, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/08/2022







424B2 1 a2232820z424b2.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)



2.500% Notes due August 1, 2022
$
1,850,000,000.00 $
214,415.00


Floating Rate Notes due August 1, 2022

400,000,000.00
46,360.00


Total
$
2,250,000,000.00 $
260,775.00


(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. 333-207239) in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to 424(b)(2)
Registration Number 333-207239
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 2, 2015)
$2,250,000,000

American Express Company

$1,850,000,000 2.500% Notes due August 1, 2022
$400,000,000 Floating Rate Notes due August 1, 2022
We are offering $1,850,000,000 principal amount of our 2.500% notes due August 1, 2022, or the fixed rate notes, and $400,000,000 principal
amount of our floating rate notes due August 1, 2022, or the floating rate notes, which we refer to collectively in this prospectus supplement as the
notes.
We will pay interest on the fixed rate notes semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2018. The
fixed rate notes will mature on August 1, 2022. We will pay interest on the floating rate notes quarterly in arrears on February 1, May 1, August 1 and
November 1 of each year, beginning November 1, 2017, at a rate per annum, reset quarterly, equal to three-month LIBOR plus 0.610%, accruing from
August 1, 2017. The floating rate notes will mature on August 1, 2022.
We may redeem the 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 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 Clearstream Banking, societe anonyme, and Euroclear Bank SA/NV, as operator of the Euroclear system. Except as described in
this prospectus supplement, we will not issue notes in definitive form.
The underwriters are offering the notes for sale in those jurisdictions both inside and outside the United States where it is lawful to make such
offers.
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Investing in the notes 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 17 of our Annual Report on Form 10-K for the year ended
December 31, 2016 incorporated herein by reference.






Underwriting
Discounts
Proceeds to the


Price to Public(1)

and Commissions

Company(1)(2)



Per fixed rate note

99.921%
0.350%
99.571%


Total for fixed rate notes
$
1,848,538,500 $
6,475,000 $
1,842,063,500


Per floating rate note

100.000%
0.350%
99.650%


Total for floating rate notes

$400,000,000 $
1,400,000
$398,600,000


(1)
Plus accrued interest, if any, from August 1, 2017.
(2)
Before offering expenses.
Delivery of the notes will be made on or about August 1, 2017.
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

BofA Merrill Lynch

Citigroup
HSBC
Co-Managers
BMO Capital Markets

Lloyds Securities

MUFG
NatWest Markets

TD Securities
Junior Co-Managers
The Williams Capital Group, L.P.

Westpac Capital Markets, LLC

The date of this prospectus supplement is July 27, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page

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
Ratio of Earnings to Fixed Charges
S-10
Description of Notes
S-11
Taxation
S-17
Underwriting
S-18
Where You Can Find More Information
S-22
Incorporation of Certain Documents by Reference
S-22
Legal Matters
S-23
Experts
S-23
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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 Fixed Charges

3
Use of Proceeds

4
Description of Debt Securities

5
Description of Preferred Shares

27
Description of Depositary Shares

29
Description of Common Shares

30
Description of Securities Warrants

31
Description of Currency Warrants

32
Description of Other Warrants

33
ERISA Considerations

34
Certain U.S. Federal Income Tax Consequences

36
Plan of Distribution

46
Legal Matters

48
Experts

48
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 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 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 that has implemented the European Council Directive 2003/71/EC (such Directive, and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in each relevant Member State, together with any applicable implementing measures in the relevant
home Member State under such Directive, is referred to as the Prospectus Directive), 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 (each, a "Relevant
Member State") 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
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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, or 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
S-1
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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.
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
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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" beginning on page S-6 of this prospectus
supplement, on page 2 of the accompanying prospectus and on page 17 of our Annual Report on Form 10-K for the year ended December 31, 2016,
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
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 the 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; network services; merchant
acquisition and processing, servicing and settlement, and point-of-sale marketing and information products and services for merchants; other fee
services, including fraud prevention services and the design of customized customer loyalty programs; expense management products and services;
travel- related services; and stored value/prepaid products.
Our various products and services are sold globally to diverse customer groups, including consumers, small businesses, midsized companies and
large corporations. These products and services are sold through various channels, including online applications, direct mail, in-house teams, third-party
vendors 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
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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 in most countries around the world at the millions of
merchants that accept cards bearing our logo. At June 30, 2017, we had total worldwide cards-in-force of 112.2 million (including cards issued by third
parties). For the three months ended June 30, 2017, our worldwide billed business (spending on American Express® cards, including cards issued by
third parties) was $269.6 billion.
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone number: 212-640-2000).
S-3
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The Offering
Issuer
American Express Company.

Offered Securities
$1,850,000,000 initial aggregate principal amount of 2.500% Notes due August 1, 2022, or the fixed rate
notes.

$400,000,000 initial aggregate principal amount of Floating Rate Notes due August 1, 2022, or the floating
rate notes.

Maturity Dates
The fixed rate notes will mature on August 1, 2022.

The floating rate notes will mature on August 1, 2022.

Interest Rates and Payment Dates
The fixed rate notes will bear interest at the rate of 2.500% per annum payable semi-annually in arrears on
February 1 and August 1 of each year, beginning February 1, 2018.

The floating rate notes will bear interest at a rate per annum, reset quarterly, equal to three-month LIBOR
(as defined below) plus 0.610%. The interest on the floating rate notes will be payable quarterly in arrears
on February 1, May 1, August 1 and November 1 of each year, beginning November 1, 2017.

Redemption
We may redeem the 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 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").

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."

Each series of notes is 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.
S-4
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Minimum
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
Denomination;
or more fully registered global certificates for each series, or the global notes, which we will deposit with, or on behalf of, DTC and
Form and
register in the name of DTC's nominee, Cede & Co., for the accounts of the participants in DTC, including Euroclear
Settlement
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.

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 Clearstream participants and/or
Euroclear participants will settle in immediately available funds.

Withholding Tax
We will pay principal of and interest on the notes beneficially owned by a 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.

Calculation
Agent
The Bank of New York Mellon.
S-5
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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
An active trading market for the notes may not develop.
There is no existing trading market for either series of notes. We do not intend to apply for listing of either series of notes on any securities
exchange or for quotation through any automated dealer quotation system. Although the underwriters may make a market in either or both series of
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
either or both series of notes develops, the liquidity of any market for such notes will depend upon the number of holders of the relevant series of notes,
our performance, the market for similar securities, the interest of securities dealers in making a market in the relevant series of notes and other factors.
Accordingly, no assurance can be given as to the liquidity of, or adequate trading markets for, either or both series of notes.
Our credit ratings may not reflect all risks of an investment in the notes.
The credit ratings of either or both series of 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, either or both series of notes. In addition, real or anticipated changes in our credit ratings will generally affect
any trading market for, or trading value of, either or both series of notes.
The notes will be effectively subordinated to all of our existing and future secured debt and to the existing and future debt of our subsidiaries.
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Neither series of notes are secured by any of our assets or the assets of our subsidiaries. As a result, the indebtedness represented by both series of
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 either series of notes. If any of the foregoing occur, we cannot assure you that there
will be sufficient assets to pay amounts due on either series of notes.
S-6
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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--Original Redemption--Redemption Upon a Tax Event." In the event we redeem the 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 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 documents that are or will be 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," "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, 2016 are not exclusive. There may
also be other risks that 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 $2,240,113,500, 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.
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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:




Six Months

Years Ended December 31,

Ended


June 30, 2017

2016

2015

2014

2013

2012

Ratio of earnings to fixed charges

4.65x 5.38x 5.54x 6.22x 4.87x 3.78x
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 the "earnings" computation, "other adjustments" include adding the amortization of capitalized interest, the net loss of
affiliates accounted for under the equity method whose debt is not guaranteed by the Company, 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.
Included in interest expense is interest expense related to the Card Member lending activities, international banking operations, and charge card and
other activities in the Consolidated Statements of Income. Interest expense does not include interest on liabilities recorded under GAAP governing
accounting for uncertainty in income taxes. Our policy is to classify such interest in income tax provision in the Consolidated Statements of Income.
S-10
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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
fixed rate notes are initially being offered in an aggregate principal amount of $1,850,000,000 and will mature on August 1, 2022. The floating rate
notes are initially being offered in an aggregate principal amount of $400,000,000 and will mature on August 1, 2022. We may, without consent of the
holders, increase the principal amount of the notes of either series in the future, on the same terms and conditions and with the same respective CUSIP
number as the notes of the applicable series 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
Fixed Rate Notes
We will pay interest on the fixed rate notes from August 1, 2017 at the rate per annum set forth on the cover page of this prospectus supplement,
semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2018, to the persons in whose names such fixed rate 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 fixed rate notes will be paid on the basis of a 360-day year
comprised of twelve 30-day months. On the maturity date of the fixed rate notes, holders will be entitled to receive 100% of the principal amount of the
fixed rate note plus accrued and unpaid interest, if any. We will redeem the fixed rate notes prior to maturity if certain events occur involving United
States taxation. In such event, we will redeem the fixed rate 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 July 1, 2022, the date that is 31 days prior to the Maturity Date,
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 fixed rate 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"
for purposes of the fixed rate notes 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.
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Floating Rate Notes
We will pay interest on the floating rate notes quarterly in arrears on February 1, May 1, August 1 and November 1 of each year, each a Floating
Rate Notes Interest Payment Date, beginning November 1, 2017, at a rate per annum, reset quarterly, equal to three-month LIBOR plus 0.610%,
accruing from August 1, 2017, to the persons in whose names such floating rate notes are registered on the January 15, April 15, July 15 or October 15,
as the case may be, immediately preceding such
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Floating Rate Notes 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 floating rate notes with respect to any Interest Reset Period (as defined below) shall be determined by the calculation agent and
calculated on the basis of a 360-day year for the actual number of days elapsed during the period, and shall be equal to three-month LIBOR (as defined
below) for the related Interest Reset Period plus 0.610%. On the maturity date of the floating rate notes, holders will be entitled to receive 100% of the
principal amount of the floating rate notes plus accrued and unpaid interest, if any. We will redeem the floating rate notes prior to maturity if certain
events occur involving United States taxation. In such event, we will redeem the floating rate 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 July 1, 2022, the date that is
31 days prior to the Maturity Date, 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 (unless the next Business Day is in the next calendar month, in which case payment will be paid on the immediately preceding Business Day), then
the holder of the floating rate 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" for purposes of the floating rate notes 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.
The definitions of certain terms used in this section are listed below.
"Interest Reset Period" means each period from and including a Floating Rate Notes Interest Payment Date (or, in the case of the first such period,
the issue date of the floating rate notes) to but excluding the next succeeding Floating Rate Notes Interest Payment Date.
"Interest Determination Date" means, with respect to an Interest Reset Date, the second London Business Day preceding such Interest Reset Date.
"Interest Reset Date" means the 1st of February, May, August and November.
"London Business Day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
"three-month LIBOR" means for any Interest Reset Period, the London interbank offered rate per annum determined by the calculation agent on
the related Interest Determination Date, in accordance with the following provisions:
(i) three-month LIBOR will be the rate for deposits in U.S. dollars having a maturity of three months which appears on the Reuters
LIBOR01 Page (or such other page as may replace page LIBOR01 on that service for the purpose of displaying London interbank offered rates)
as of 11:00 a.m., London time, on the related Interest Determination Date.
(ii) If, on any such Interest Determination Date, the rate for deposits in U.S. dollars having a maturity of three months does not appear on
the Reuters LIBOR01 Page (or such other page as may replace page LIBOR01 on that service for the purpose of displaying London interbank
offered rates) as specified in (i) above, three-month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having
a maturity of three months and in a principal amount equal to an amount that is representative for a single transaction in such market at such
time are offered by four major banks in the London interbank market selected by the Company at approximately 11:00 a.m., London time, on
such Interest Determination Date to prime banks in the London interbank market. The Company will request the principal London office of each
of such banks to provide a quotation of its rate. If at least two such quotations are provided, the rate in respect of such Interest Determination
Date will be the arithmetic mean of the quotations. If fewer than two quotations are provided, three-month LIBOR in respect of such Interest
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Determination Date will be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the Company, at
approximately 11:00 a.m., New York time, on such Interest Determination Date for loans in U.S. dollars to leading European banks, having a
maturity of three months and in a principal amount equal to an amount that is representative for a single transaction in such market at such time.
"Reuters LIBOR01 Page" means the display designated as page LIBOR01 on the Reuters 3000 Xtra (or such other page as may replace the Reuters
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LIBOR01 Page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices
comparable to the London Interbank Offered Rate for U.S. dollar deposits).
Unless otherwise specified, all percentages resulting from any calculation of the interest rate will be rounded, if necessary, to the nearest one
thousandth of a percentage point, with five ten-thousandths of a percentage point rounded upward (e.g., 9.8765% (or .098765) will be rounded upward
to 9.877% (or .09877)), and all U.S. dollar amounts used in or resulting from such calculation will be rounded to the nearest U.S. dollar (with one-half
such dollar being rounded upward).
We have appointed The Bank of New York Mellon to act as the calculation agent for the floating rate notes. All calculations made by the
calculation agent for the purposes of calculating interest on the floating rate notes shall be conclusive and binding on the holders of the floating rate
notes, the trustee and us, absent manifest error.
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 the date that is 31 days prior to the Maturity Date, 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.
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" above (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
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.
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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 Clearstream or Euroclear (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, Clearstream and Euroclear, see "Description of Debt Securities--Global Securities and Global
Clearance and Settlement Procedures" beginning on page 21 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,
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