AMERICAN EXPRESS CO — Capital/Financing Update 2019

May 15, 2019

FWP 1 a19-10063_3fwp.htm FWP

*Issuer Free Writing Prospectus Filed pursuant to Rule 433 Registration No. 333-223581*

*AMERICAN EXPRESS COMPANY*

*$850,000,000*

*3.125% NOTES DUE MAY 20, 2026*

	Terms and Conditions
Issuer:	American Express Company
Expected Ratings(1):	A3/BBB+/A (Stable/Stable/Stable) (Moody’s/S&P/Fitch)
Ranking:	Senior unsecured
Trade Date:	May 15, 2019
Settlement Date:	May 20, 2019 (T +3 days). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date hereof will be required, because the Notes initially will settle in T +3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. If you wish to trade the Notes on the date hereof, you should consult your own advisors.
Maturity Date:	May 20, 2026
Par Amount:	$850,000,000
Benchmark Treasury:	UST 2.375% due April 30, 2026
Benchmark Treasury Price and Yield:	100-26; 2.248%
Re-offer Spread to Benchmark:	+92 bps
Re-offer Yield:	3.168%
Coupon:	3.125%
Public Offering Price:	99.732%
Underwriters’ Discount:	0.40%

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Net Proceeds to American Express:	$844,322,000 (before expenses), and together with the $1,250,000,000 principal amount of 2.750% Notes due May 20, 2022 and $900,000,000 principal amount of its Floating Rate Notes due May 20, 2022 being offered pursuant to the same prospectus supplement and accompanying prospectus, $2,987,447,000 (before expenses)
Interest Payment Dates:	The 20 th of each May and November, beginning November 20, 2019
Day Count:	30 / 360
Redemption:	American Express Company 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. The notes may be redeemed prior to the date that is 31 days prior to the maturity date if certain events occur involving United States taxation.
Listing:	The notes will not be listed on any exchange.
Minimum Denominations/Multiples:	Minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof
CUSIP:	025816 CF4
ISIN:	US025816CF44
Joint Book-Running Managers:	Barclays Capital Inc.
	BofA Securities, Inc.
	HSBC Securities (USA) Inc.
	Wells Fargo Securities, LLC
Co-Managers:	Lloyds Securities Inc.
	MUFG Securities Americas Inc.
	SMBC Nikko Securities America, Inc.
	Standard Chartered Bank
	TD Securities (USA) LLC
Junior Co-Managers:	Westpac Capital Markets LLC
	The Williams Capital Group, L.P.

(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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The issuer has filed a registration statement (including a base prospectus dated March 12, 2018) and a preliminary prospectus supplement, dated May 15, 2019, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at 1-888-603-5847, BofA Securities, Inc. at 1-800-294-1322, HSBC Securities (USA) Inc. at 1-866-811-8049 or Wells Fargo Securities, LLC at 1-800-645-3751.

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