Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-253057
$3,000,000,000
AMERICAN EXPRESS COMPANY
$800,000,000 0.750% Notes due November 3, 2023
$600,000,000 Floating Rate Notes due November 3, 2023
$1,100,000,000 1.650% Notes due November 4, 2026
$500,000,000 Floating Rate Notes due November 4, 2026
Terms and Conditions Applicable to all Notes
| Issuer: | American Express Company |
| Expected Ratings(1): | A3/BBB+/A (Stable/Stable/Stable) (Moody’s/S&P/Fitch) |
| Ranking: | Senior unsecured |
| Trade Date: | November 1, 2021 |
| Settlement Date: | November 4, 2021 (T+3). Pursuant to Rule 15c6-1 under 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 any date prior to two business days before delivery 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. |
| Total Net Proceeds to American Express: | $2,990,482,000 (before expenses) |
| 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. |
| Joint Book-Running Managers: | Deutsche Bank Securities Inc. |
| BofA Securities, Inc. | |
| Credit Suisse Securities (USA) LLC | |
| Mizuho Securities USA LLC | |
| Co-Managers: | Lloyds Securities Inc. |
| MUFG Securities Americas Inc. | |
| NatWest Markets Securities Inc. | |
| SMBC Nikko Securities America, Inc. | |
| Standard Chartered Bank | |
| Junior Co-Managers: | Drexel Hamilton, LLC |
| R. Seelaus & Co., LLC |
Terms and Conditions Applicable to the 0.750% Notes due November 3, 2023
| Maturity Date: | November 3, 2023 |
| Par Amount: | $800,000,000 |
| Benchmark Treasury: | UST 0.375% due October 31, 2023 |
| Benchmark Treasury Price and Yield: | 99-23 3/4; 0.505% |
| Re-offer Spread to Benchmark: | +25 bps |
| Re-offer Yield: | 0.755% |
| Coupon: | 0.750% |
| Public Offering Price: | 99.990% |
| Underwriters’ Discount: | 0.15% |
| Net Proceeds to American Express: | $798,720,000 (before expenses) |
| Interest Payment Dates: | The 3rd of each May and November, beginning May 3, 2022 |
| Day Count: | 30 / 360 |
| CUSIP: | 025816CK3 |
| ISIN: | US025816CK39 |
Terms and Conditions Applicable to the Floating Rate Notes due November 3, 2023
| Maturity Date: | November 3, 2023 |
| Par Amount: | $600,000,000 |
| Base Rate: | Compounded SOFR (as determined in accordance with the provisions set forth in the preliminary prospectus supplement (as defined below)) |
| Spread: | +23 bps |
| Public Offering Price: | 100.000% |
| Underwriters’ Discount: | 0.15% |
| Net Proceeds to American Express: | $599,100,000 (before expenses) |
| Interest Payment Dates: | February 3, May 3, August 3 and November 3 of each year, beginning February 3, 2022
If any Interest Payment Date (other than the Maturity Date or a redemption date) is not a Business Day, then such Interest Payment Date will be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case such Interest Payment Date will be the immediately preceding Business Day. |
| Interest Periods: | Quarterly. The initial period will be the period from, and including the Settlement Date to, but excluding, February 3, 2022, the initial Interest Payment Date. The subsequent interest periods will be the periods from, and including the applicable Interest Payment Date to, but excluding, the next Interest Payment Date or the Maturity Date, as applicable. |
| Interest Determination Dates: | Two U.S. Government Securities Business Days (as defined in the preliminary prospectus supplement) preceding each Interest Payment Date (or in the final Interest Period, preceding the Maturity Date). |
| Day Count: | Actual / 360 |
| CUSIP: | 025816CJ6 |
| ISIN: | US025816CJ65 |
Terms and Conditions Applicable to the 1.650% Notes due November 4, 2026
| Maturity Date: | November 4, 2026 |
| Par Amount: | $1,100,000,000 |
| Benchmark Treasury: | UST 1.125% due October 31, 2026 |
| Benchmark Treasury Price and Yield: | 99-23; 1.183% |
| Re-offer Spread to Benchmark: | +50 bps |
| Re-offer Yield: | 1.683% |
| Coupon: | 1.650% |
| Public Offering Price: | 99.842% |
| Underwriters’ Discount: | 0.35% |
| Net Proceeds to American Express: | $1,094,412,000 (before expenses) |
| Interest Payment Dates: | The 4th of each May and November, beginning May 4, 2022 |
| Day Count: | 30 / 360 |
| Optional Redemption: | 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. |
| CUSIP: | 025816CM9 |
| ISIN: | US025816CM94 |
Terms and Conditions Applicable to the Floating Rate Notes due November 4, 2026
| Maturity Date: | November 4, 2026 |
| Par Amount: | $500,000,000 |
| Base Rate: | Compounded SOFR (as determined in accordance with the provisions set forth in the preliminary prospectus supplement (as defined below)) |
| Spread: | +65 bps |
| Public Offering Price: | 100.000% |
| Underwriters’ Discount: | 0.35% |
| Net Proceeds to American Express: | $498,250,000 (before expenses) |
| Interest Payment Dates: | February 4, May 4, August 4 and November 4 of each year, beginning February 4, 2022
If any Interest Payment Date (other than the Maturity Date or a redemption date) is not a Business Day, then such Interest Payment Date will be postponed to the next succeeding Business Day unless that Business Day is in the next succeeding calendar month, in which case such Interest Payment Date will be the immediately preceding Business Day. |
| Interest Periods: | Quarterly. The initial period will be the period from, and including the Settlement Date to, but excluding, February 4, 2022, the initial Interest Payment Date. The subsequent interest periods will be the periods from, and including the applicable Interest Payment Date to, but excluding, the next Interest Payment Date, the Maturity Date or in the case of redemption , the redemption date, as applicable. |
| Interest Determination Dates: | Two U.S. Government Securities Business Days (as defined in the preliminary prospectus supplement) preceding each Interest Payment Date (or in the final Interest Period, preceding the Maturity Date, or in the case of redemption, preceding the applicable redemption date). |
| Day Count: | Actual / 360 |
| Optional Redemption: | 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. |
| CUSIP: | 025816CL1 |
| ISIN: | US025816CL12 |
(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.
The issuer has filed a registration statement (including a base prospectus dated February 12, 2021) and a preliminary prospectus supplement, dated November 1, 2021 (the “preliminary prospectus supplement”), 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 Deutsche Bank Securities Inc. at 1-866-627-0391, BofA Securities, Inc. at 1-800-294-1322, Credit Suisse Securities (USA) LLC at 1-800-221-1037 or Mizuho Securities USA LLC at 1-866-271-7403.
