Obligation AmeriExpress 8.15% ( US025816AZ26 ) en USD

AmeriExpress

125.209 % ▼

Etats-unis

US025816AZ26 ( en USD )

8.15% par an ( paiement semestriel )

18/03/2038

Prospectus brochure de l'obligation American Express US025816AZ26 en USD 8.15%, échéance 18/03/2038

2 000 USD

220 307 000 USD

025816AZ2

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

19/09/2025 ( Dans 80 jours )

American Express est une société de services financiers multinationale offrant des cartes de crédit, des services de paiement, des prêts et d'autres produits financiers à des particuliers et des entreprises à travers le monde.

L'Obligation émise par AmeriExpress ( Etats-unis ) , en USD, avec le code ISIN US025816AZ26, paye un coupon de 8.15% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/03/2038

L'Obligation émise par AmeriExpress ( Etats-unis ) , en USD, avec le code ISIN US025816AZ26, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par AmeriExpress ( Etats-unis ) , en USD, avec le code ISIN US025816AZ26, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-138032
CALCULATION OF REGISTRATION FEE
Amount of
Aggregate
registration fee
Class of securities offered

offering price

(1)

7.000% Notes due March 19, 2018

$ 2,000,000,000.00
$
78,600.00
8.150% Notes due March 19, 2038

1,000,000,000.00

39,300.00
Total

$ 3,000,000,000.00
$
117,900.00
(1) The filing fee of $117,900.00 is calculated in accordance with Rule 457(r) under the Securities Act of

1933. The entire sum of $117,900.00 is being paid herewith.

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 16, 2006)
$3,000,000,000
American Express Company
$2,000,000,000 7.000% Notes due March 19, 2018
$1,000,000,000 8.150% Notes due March 19, 2038
We will pay interest on the 7.000% notes due March 19, 2018, or the 2018 notes, and on the 8.150% notes due March 19, 2038, or the
2038 notes, which we refer to collectively in this prospectus supplement as the notes, semi-annually on March 19 and September 19 of
each year. The first interest payment will be made on September 19, 2008. The 2018 notes will mature on March 19, 2018. The 2038
notes will mature on March 19, 2038.
We may not redeem the notes of either series prior to maturity unless certain events occur involving United States taxation. We describe
these events under the heading "Description of Notes--Redemption Upon a Tax Event" on page S-11 of this prospectus supplement.
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.
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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, société 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.
Investing in the notes involves risks. You should carefully consider the information under "Risk Factors" beginning on page 2 of
the accompanying prospectus.

Underwriting
Price to
Discounts and
Proceeds to

Public(1)
Commissions
the Company(1)
Per 2018 note

99.617%
0.400%
99.217%
Total for 2018 notes $ 1,992,340,000 $ 8,000,000 $ 1,984,340,000
Per 2038 note

99.633%
0.875%
98.758%
Total for 2038 notes $
996,330,000 $ 8,750,000 $
987,580,000

(1) Plus accrued interest, if any, from March 19,
2008.
Delivery of the notes will be made on or about March 19, 2008.
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

Citi
JPMorgan
Merrill Lynch & Co.

Joint Lead Manager
RBS Greenwich Capital
Co-Managers
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Banc of America Securities LLC Deutsche Bank Securities
nabCapital Securities
Barclays Capital
Goldman, Sachs & Co.
BNY Capital Markets, Inc.
BNP PARIBAS
Mitsubishi UFJ Securities
CastleOak Securities, L.P.
Credit Suisse
Mizuho Securities USA Inc. The Williams Capital Group, L.P.

The date of this prospectus supplement is March 12, 2008.
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TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-2
Summary
S-3
Cautionary Statement Regarding Forward-Looking Information S-6
Use of Proceeds
S-7
Ratio of Earnings to Fixed Charges
S-7
Summary Consolidated Financial Information
S-8
Description of Notes
S-9
Certain United States Federal Income Tax Considerations
S-13
Underwriting
S-16
Where You Can Find More Information
S-21
Incorporation of Certain Documents by Reference
S-21
Legal Matters
S-22
Experts
S-22

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

5
Use of Proceeds

6
Description of Debt Securities

7
Description of Preferred Shares
27
Description of Depositary Shares
29
Description of Common Shares
31
Description of Securities Warrants
32
Description of Currency Warrants
33
Description of Other Warrants
34
ERISA Considerations
35
Certain U.S. Federal Income Tax Consequences
36
Plan of Distribution
44
Legal Matters
46
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Experts
46
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes that we are
offering and other matters relating to us and our financial condition. The second part is the attached base 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 the 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.
You should rely only on the information contained in this prospectus supplement, the accompanying prospectus, the documents
incorporated by reference and any written communication from us or the underwriters specifying the final terms of this
offering. We have not authorized anyone to provide you with information that is different. This prospectus supplement and the
accompanying prospectus may only be used where it is legal to sell these securities. The information in this prospectus
supplement and the accompanying prospectus may only be accurate as of their respective dates and the information in the
incorporated documents is only accurate as of their respective dates.
To the extent the offer of the notes is made in any Member State of the European Economic Area that has implemented the European
Council Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State
under such Directive, the "Prospectus Directive") before the date of publication of a prospectus in relation to the notes which has been
approved by the competent authority in that Member State in accordance with the Prospective Directive (or, where appropriate,
published in accordance with the Prospectus Directive and notified to the competent authority in that Member State in accordance with
the Prospectus Directive), the offer (including any offer pursuant to this document) 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 to publish a prospectus pursuant to the Prospectus Directive.
This document is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as "relevant persons"). The notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such notes will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on this document or any of its 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 contained elsewhere in this prospectus supplement and in the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus and does not contain all the information you
will need in making your investment decision. You should carefully read this entire prospectus supplement, the accompanying
prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
The Company
We, together with our subsidiaries, are a leading global payments and travel company that offers its products and services throughout
the world. Our principal operating subsidiary is American Express Travel Related Services Company, Inc.
During 2007, we realigned our reportable operating segments to reflect the reorganization of our businesses into two customer-focused
groups: the Global Consumer Group and the Global Business-to-Business Group. Accordingly, U.S. Card Services and International
Card Services are aligned within the Global Consumer Group and Global Commercial Services and Global Network & Merchant
Services are aligned within the Global Business-to-Business Group.
Through our Global Network & Merchant Services business, we operate a global general-purpose charge and credit card network, which
includes both proprietary cards and cards issued under network partnership agreements. These cards include cards issued by us as well
as cards issued by third-party banks and other institutions that are accepted on our network, which we refer to collectively as the Cards.
This business also manages merchant services globally, which includes signing merchants to accept Cards as well as processing and
settling card transactions for those merchants. We also offer merchants point-of-sale and back-office products, services and marketing
programs.
Our U.S. Card Services business includes our proprietary Card issuing business, which offers a wide range of card products and services
to consumers and small businesses in the United States. Our proprietary card business, including OPEN from American Express, offers
a broad set of card products to attract our target customer base. We also issue Cards that are marketed under co-branded partnership
arrangements with financial services partners. Our consumer travel business, which provides travel services to Cardmembers and other
consumers, complements our core card business.
Our International Card Services business provides proprietary consumer Cards and small business Cards outside the United States. Also,
as in the United States, we issue cards internationally under distribution agreements with banks.
Through our Global Commercial Services group, we provide expense management services to more than 100,000 firms worldwide. We
are a leading global issuer of commercial Cards and also a leading global travel management company for large and mid-sized
companies.
Our Corporate and Other segment consists of corporate functions and auxiliary businesses, including our publishing businesses,
Travelers Cheques and other prepaid products, American Express International Deposit Company, or AEIDC, and the continuing
portions of our international banking subsidiary, American Express Bank Ltd., or AEBL. On February 29, 2008, we sold AEBL to
Standard Chartered PLC for a purchase price of approximately $823 million. We also have a put and call arrangement with Standard
Chartered whereby we can sell and Standard Chartered can buy AEIDC 18 months after the sale of AEBL. AEIDC is a subsidiary which
issues investment certificates to AEBL's customers. Under the terms of the agreement, we would receive payment representing the net
asset value of AEIDC at the time of the exercise of the option.
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
$2,000,000,000 initial aggregate principal amount of 7.000% notes due March 19, 2018.

$1,000,000,000 initial aggregate principal amount of 8.150% notes due March 19, 2038
Maturity Date
The 2018 notes will mature on March 19, 2018.

The 2038 notes will mature on March 19, 2038.
Interest Payment Dates
March 19 and September 19 of each year, beginning September 19, 2008.
Redemption
We may not redeem the notes prior to maturity unless certain events occur involving United
States taxation. See "Description of Notes--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.
Minimum Denomination; Form and
Settlement
We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000
in excess thereof, in the form of one or more fully registered global certificates for each series,
or the global notes, which we will deposit on or about March 19, 2008 with, or on behalf of,
DTC and register in the name of DTC's nominee, Cede & Co., for the accounts of the
participants in DTC, including Euroclear Bank SA/NV, as operator of the Euroclear system, or
Euroclear, and Clearstream Banking, société anonyme, or Clearstream.

Except as described in this prospectus supplement, beneficial interests in the global notes will
be represented through book-entry accounts of financial institutions acting on behalf of
beneficial owners as direct and indirect participants in DTC. You may choose to hold interests
in the global notes through DTC or through Euroclear or Clearstream if they are participants in
such systems, or indirectly through organizations that are participants in such systems.
S-4
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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 United States Federal Income Tax Considerations" below) without withholding or deduction for
United States withholding taxes subject to the requirements and limitations set forth in this prospectus supplement
under "Certain United States Federal Income Tax Considerations."
Use of Proceeds We anticipate that we will use the net proceeds from this offering for general corporate purposes.
Trustee
The Bank of New York.
S-5
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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," "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, 2007 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 documents that are or will be incorporated by reference into 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 included 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-6
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