Obligation AmeriExpress 8.125% ( US025816BB49 ) en USD

AmeriExpress

100 % ⇌

Etas-Unis

US025816BB49 ( en USD )

8.125% par an ( paiement semestriel )

20/05/2019 - Obligation échue

Prospectus brochure de l'obligation American Express US025816BB49 en USD 8.125%, échue

2 000 USD

1 750 000 000 USD

025816BB4

N/A

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 ( Etas-Unis ) , en USD, avec le code ISIN US025816BB49, paye un coupon de 8.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/05/2019

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Filed Pursuant to Rule 424(b)(2)
Registration File Number 333-138032

CALCULATION OF REGISTRATION FEE

Aggregate
Amount of
Class of securities offered

offering price

registration fee (1)
7.250% Notes due May 20, 2014

$ 1,250,000,000.00
$ 69,750.00
8.125% Notes due May 20, 2019
1,750,000,000.00
97,650.00
Total
$ 3,000,000,000.00
$ 167,400.00
(1)The filing fee of $167,400.00 is calculated in accordance with Rule 457(r) under the Securities Act of 1933. The entire
sum of $167,400.00 is being paid herewith.

PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 16, 2006)

$3,000,000,000
American Express Company
$1,250,000,000 7.25% Notes due May 20, 2014
$1,750,000,000 8.125% Notes due May 20, 2019
We will pay interest on the 7.25% notes due May 20, 2014, or the 2014 notes, and 8.125% notes due May 20,
2019, or the 2019 notes, which we refer to collectively in this prospectus supplement as the notes, semi-annually on
May 20 and November 20 of each year. The first interest payment will be made on November 20, 2009. The 2014
notes will mature on May 20, 2014. The 2019 notes will mature on May 20, 2019.
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". 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,
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.
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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 and on page 63 of our Annual Report on Form 10-K for
the year ended December 31, 2008 incorporated herein by reference.

Underwriting
Price to
Discounts and
Proceeds to

Public(1)
Commissions the Company(1)(2)
Per 2014 note

99.842%
0.35%
99.492%

Total for 2014 notes
$ 1,248,025,000 $ 4,375,000 $ 1,243,650,000

Per 2019 note

99.675%
0.45%
99.225%

Total for 2019 notes
$ 1,744,312,500 $ 7,875,000 $ 1,736,437,500

(1)

Plus accrued interest, if any, from May 18, 2009.

(2) Before estimated offering expenses.
Delivery of the notes will be made on or about May 18, 2009.
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

Banc of America Securities LLC

Citi

Goldman, Sachs & Co.

J.P. Morgan

UBS Investment Bank
Senior Co-Managers

Credit Suisse

Mitsubishi UFJ Securities
Mizuho Securities USA Inc.

RBS
Junior Co-Managers

BNY Mellon Capital Markets,
CastleOak Securities, The Williams Capital Group,
LLC
L.P.
L.P.
The date of this prospectus supplement is May 13, 2009.
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Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

About This Prospectus Supplement
S-2

Summary
S-3

Cautionary Statement Regarding Forward-Looking Information
S-6

Recent Developments
S-9

Use of Proceeds
S-10

Description of Notes
S-11

Certain United States Federal Income Tax Considerations
S-15

Underwriting
S-18

Where You Can Find More Information
S-20

Incorporation of Certain Documents by Reference
S-20

Legal Matters
S-21

Experts
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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

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, is referred to as 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, 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
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.
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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 consolidated subsidiaries, are a leading global payments and travel company. 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 and our principal operating subsidiary, American Express Travel
Related Services Company, Inc., or TRS, each became bank holding companies under the Bank Holding Company
Act of 1956, or the BHC Act, subject to the supervision and examination by the Board of Governors of the Federal
Reserve System, or the Federal Reserve, on November 14, 2008, and each elected to be treated as financial holding
companies under the BHC Act.
Our reportable operating segments are comprised of two customer-focused groups--the Global Consumer
Group and the Global Business-to-Business Group.
Global Consumer Group
The Global Consumer Group offers a range of products and services, including charge and credit card products
for consumers and small businesses worldwide (primarily through our U.S. bank subsidiaries and affiliates),
consumer travel services and stored value products such as Travelers Cheques and prepaid products.
Global Business-to-Business Group
The Global Business-to-Business Group provides, among other products and services, business travel, corporate
cards and other expense-management products and services, network services for our network partners and merchant
acquisition and merchant processing, point-of-sale, servicing and settlement and marketing products and services for
merchants.
In certain countries we have granted licenses to partially-owned affiliates and unaffiliated entities to offer some
of these products and services.
A key asset of our network is the American Express brand, which is one of the world's most highly recognized
and respected brands.
Our various products and services are sold globally to diverse customer groups, including consumers, small
businesses, middle-market companies, large corporations, and banking and financial institutions. These products and
services are sold through various channels including direct mail, the Internet, employee and independent 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 on the American Express network (collectively referred to as the Cards). Our Cards
permit our cardmembers, or Cardmembers, to charge purchases of goods and services in most countries around the
world at the millions of merchants that accept Cards bearing our logo. We added a net total of 6 million Cards in
2008, bringing total worldwide Cards-in-force to 92.4 million (including Cards issued by third parties). In 2008, our
worldwide billed business (spending on American Express® Cards, including Cards issued by third parties) was
$683.3 billion.
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone number: 212-
640-2000).
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The Offering

Issuer
American Express Company.
Expected Ratings(1)
A3/BBB+/A+ (Negative/Negative/Negative)(Moody's/S&P/Fitch)
Offered Securities
$1,250,000,000 initial aggregate principal amount of 7.25% notes due
May 20, 2014.

$1,750,000,000 initial aggregate principal amount of 8.125% notes due
May 20, 2019.
Maturity Date
The 2014 notes will mature on May 20, 2014.

The 2019 notes will mature on May 20, 2019.
Interest Payment Dates
May 20 and November 20 of each year, beginning November 20, 2009.
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 May 18, 2009 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.

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.

(1)
An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating

agencies base their ratings on such material and information, and such of their own investigations, studies

and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from
similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold
securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the
assigning rating agency.
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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 intend to use the net proceeds from this offering for general corporate purposes, which may

include, subject to regulatory approval, the partial funding of our intended repurchase of our
$3.4 billion of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $1.66 /23
per share, or the Preferred Shares, which we sold to the United States Department of the
Treasury, or the Treasury, on January 9, 2009 under the Treasury's Capital Purchase Program,
or the CPP. See "Recent Developments."
Trustee

The Bank of New York Mellon.

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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, 2008 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.
Factors that could cause actual results to differ materially from these forward-looking statements include, but
are not limited to, the following: our ability to generate earnings and continue to stay profitable in the period 2009-
2010, which will depend in part on Cardmember spending and credit performance, the success of our reengineering
initiatives and the severity of the economic environment; our ability to maintain sufficient capital levels to enable us
to accommodate the spending needs of our customers, which levels can be impacted by our net income in excess of
our dividends, acquisitions, business growth and mix, among other factors; our ability to issue in the future long
term debt in the public markets, which will depend in part on investor demand and market conditions at the time; our
ability to satisfy our overall liquidity needs, which will depend in part on our ability to continue to grow our
brokered retail deposit programs and the implementation of our direct deposit initiative, as well as credit ratings,
market capacity, investor perception of us and of the financial industry generally; our ability to manage credit risk
related to consumer debt, business loans, merchants and other credit trends, which will depend in part on (i) the
economic environment, including, among other things, the housing market, the rates of bankruptcies and
unemployment, which can affect spending on card products, debt payments by individual and corporate customers
and businesses that accept our card products, (ii) the effectiveness of our credit models and (iii) the ultimate outcome
of certain proposed legislative initiatives affecting the credit card business; the impact of our efforts to deal with
delinquent Cardmembers in the current challenging economic environment, which may affect payment patterns of
Cardmembers and the perception of our services, products and brands; our near-term write-off rates, including those
for the second, third and fourth quarters of 2009, which will depend in part on changes in the level of our loan
balances, delinquency rates of Cardmembers and unemployment and bankruptcy rates; differences between owned
(i.e., GAAP) and managed write-off rates, which can be impacted by factors such as the various types of customer
accounts in our portfolios and our lending securitization trust; consumer and business spending on our credit and
charge card products and Travelers Cheques and other prepaid products and growth in card lending balances, which
depend in part on the economic environment, and the ability to issue new and enhanced card and prepaid products,
services and rewards programs, and increase revenues from such products, attract new Cardmembers, reduce
Cardmember attrition, capture a greater share of existing Cardmembers' spending, and sustain premium discount
rates on our card products in light of regulatory and market pressures, increase merchant coverage, retain
Cardmembers after low introductory lending rates have expired, and expand the Global Network Services business;
the write-off and delinquency rates in the medium- to long-term of Cardmembers added by us during the past few
years, which could impact their profitability to the Company; the impact of the H1N1 virus ("swine" flu) on
Cardmember spending generally, and in particular travel and entertainment; our ability to effectively implement
changes in the pricing of certain of our products and services; fluctuations in interest rates (including fluctuations in
benchmarks, such as LIBOR and other benchmark rates, and credit spreads), which impact our borrowing costs,
return on lending products and the value of our investments; our ability to meet our long-term on average and over
time financial targets; the actual amount to be spent by us on marketing, promotion, rewards and Cardmember
services based on management's assessment of competitive opportunities and other factors affecting its judgment;
the ability
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