As filed with the Securities and Exchange Commission on February 9, 2024
Registration No. 333-        
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American Express Company
(Exact name of registrant as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization)
13-4922250
(I.R.S. Employer
Identification Number)
200 Vesey Street
New York, New York 10285
(212) 640-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Laureen E. Seeger, Esq.
Chief Legal Officer
American Express Company
200 Vesey Street
New York, New York 10285
(212) 640-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David S. Carroll, Esq.
David A. Kanarek, Esq.
American Express Company
200 Vesey Street
New York, New York 10285
(212) 640-2000
Craig B. Brod, Esq.
David Lopez, Esq.
Francesca L. Odell, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement, as determined in light of market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PROSPECTUS
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American Express Company
Debt Securities
Preferred Shares
Depositary Shares
Common Shares
Warrants
Units
Guarantees
American Express Company may offer from time to time in one or more series:

unsecured debt securities,

preferred shares,

depositary shares,

common shares,

warrants to purchase debt securities, preferred shares, depositary shares, common shares or equity securities issued by one of our affiliated or unaffiliated corporations or other entities,

warrants relating to other items or indices,

units, and

guarantees.
We may offer any combination of these securities at prices and on terms to be determined at or prior to the time of sale, including, in the case of guarantees, for consideration that may include consents or exchanges of existing securities.
We may offer and sell securities to or through one or more underwriters, dealers and agents, or directly to purchasers. The names and compensation of any underwriters or agents involved in the sale of securities will be described in an accompanying supplement.
We will provide the specific terms of any offering in an accompanying supplement. This prospectus may not be used to consummate a sale of these securities unless accompanied by a supplement to this prospectus. As used in this prospectus, the term “supplement” means either a prospectus supplement or any related free writing prospectus issued or authorized by us, as applicable.
Our common stock is listed on the New York Stock Exchange under the symbol “AXP.”
Investing in the securities involves risks. You should carefully consider the information under “Risk Factors” beginning on page 3 of this prospectus as well as any risk factors contained in any accompanying supplement and in the documents incorporated by reference herein and therein.
These securities are not deposits or savings accounts. These securities are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or by any other governmental agency or instrumentality.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is February 9, 2024.

 
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We are responsible only for the information contained in or incorporated by reference in this prospectus, in any accompanying supplement and in the other offering material, if any, provided by us or any underwriter, dealer or agent that we may from time to time retain. We and any underwriter, dealer and agent have not authorized anyone to provide you with different or additional information. We take no responsibility for any other information or representations that others may give you. This prospectus and any accompanying supplement is an offer to sell only the securities it describes, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in or incorporated by reference in this prospectus, any accompanying supplement or other offering material may only be accurate on the date of the relevant document.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3, to which we refer as the registration statement, filed with the Securities and Exchange Commission, to which we refer as the SEC, under the Securities Act of 1933, as amended, to which we refer as the Securities Act, using a shelf registration process. Under this process, we may sell from time to time any combination of the securities described in this prospectus.
This prospectus describes the general terms of these securities and the general manner in which we will offer the securities. Each time these securities are sold, this prospectus will be accompanied by a supplement that describes the specific terms of the securities being offered and any applicable updates or changes to the specific manner in which they may be offered. You should read the supplement and this prospectus, along with the documents incorporated by reference and described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information” herein or therein.
References in this prospectus to the “Company,” “American Express,” “we,” “us” and “our” are to American Express Company and its subsidiaries, on a consolidated basis, unless we state or the context implies otherwise (including as noted in “Description of Debt Securities,” “Description of Preferred Shares,” “Description of Depositary Shares,” “Description of Common Shares,” “Description of Securities Warrants,” “Description of Other Warrants,” “Description of Units” and “Description of Guarantees” herein).
We have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part (including by cross-reference to our prior filings). You should read the exhibits carefully for provisions that may be important to you.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the SEC. Our SEC filings are available to the public from the SEC’s website at http://www.sec.gov. We maintain an Investor Relations website at http://ir.americanexpress.com. Information on, or accessible through, the SEC’s website or our website is not part of this prospectus and is not incorporated by reference herein. We have included the SEC’s and our website addresses only as inactive textual references and do not intend for either reference to be an active link to either website.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with the SEC, which means we can disclose important information to you by referring you to those documents (other than information that is deemed “furnished” to the SEC). The information we incorporate by reference is considered to be part of this prospectus.
Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus. This means you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any documents previously incorporated by reference herein or therein, have been modified or superseded. We incorporate by reference into this prospectus the following documents filed with the SEC (except for information in these documents or filings that is deemed
 
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“furnished” and not “filed” in accordance with the SEC rules, including pursuant to Item 2.02 or 7.01 of Form 8-K, and no such information shall be deemed specifically incorporated by reference herein or in any accompanying supplement):



All documents subsequently filed by us under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, to which we refer as the Exchange Act, on or after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated.
You may request a copy of these filings at no cost, by writing or telephoning us at the following address or telephone number:
American Express Company
200 Vesey Street
New York, New York 10285
Attention: Secretary
(212) 640-2000
 
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FORWARD-LOOKING STATEMENTS
We have made various statements in this 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 any supplement and the documents that are or will be incorporated by reference in this prospectus and any accompanying supplement. Forward-looking statements are subject to risks and uncertainties, including those identified in the documents that are or will be incorporated by reference in this prospectus and any accompanying supplement, which could cause actual results to differ materially from such statements. The words “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “potential,” “continue” and similar expressions are intended to identify forward-looking statements. We caution you that any risk factors described in any accompanying supplement or in any document incorporated by reference herein or therein are not exclusive. There may also be other risks 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 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 the documents that are or will be incorporated by reference in this prospectus and any accompanying supplement. Although we believe the expectations reflected in the applicable 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 or any accompanying supplement 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.
 
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THE COMPANY
We are a globally integrated payments company providing customers with access to products, insights and experiences that enrich lives and build business success. We are a leader in providing credit and charge cards to consumers, small businesses, mid-sized companies and large corporations around the world.
Our range of products and services includes:

Credit card, charge card, banking and other payment and financing products

Merchant acquisition and processing, servicing and settlement, and point-of-sale marketing and information products and services for merchants

Network services

Other fee services, including fraud prevention services and the design and operation of customer loyalty programs

Expense management products and services

Travel and lifestyle services
Our various products and services are offered globally to diverse customer groups through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party service providers and business partners, direct mail, telephone, in-house sales teams, and direct response advertising.
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 supervision and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).
Our executive offices are located at 200 Vesey Street, New York, New York 10285 (telephone number: 212-640-2000).
SUMMARY OF THE SECURITIES WE MAY OFFER
We may use this prospectus to offer:

Debt securities.   We may offer debt securities, which will be either senior debt securities that rank on an equal basis with all of our other senior unsecured and unsubordinated debt, or subordinated debt securities that rank junior to all of our senior unsecured debt.

Preferred shares.   We may offer preferred shares, par value $1.66 2/3 per share, in one or more series with such designations, voting powers, dividend rates, rights of redemption, conversion rights or other special rights, preferences and limitations as may be described in an accompanying supplement.

Depositary shares.   We may offer depositary shares, each of which would represent a fractional interest in preferred shares.

Common shares.   We may offer common shares, par value $0.20 per share, which, subject to the prior rights of holders of any preferred shares, entitle holders to receive dividends when declared by our Board of Directors. Each common share is entitled to one vote per share on all matters submitted to a vote of shareholders. Holders of the common shares do not have cumulative voting or preemptive rights.

Securities warrants.   We may offer securities warrants for the purchase of debt securities, preferred shares, depositary shares, common shares, or equity securities issued by other entities.

Other warrants.   We may offer other warrants to buy or sell debt securities of or guaranteed by the United States, units of a stock index or stock basket, a commodity, or a unit of a commodity index or another item or unit of an index.
 
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Units.   We may offer units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities.

Guarantees.   We may offer guarantees, including for debt securities of subsidiaries, for consideration that may include cash, consents or exchanges of existing securities.
 
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RISK FACTORS
Investing in the securities involves risks. Descriptions of the securities are contained below under “Description of Debt Securities,” “Description of Preferred Shares,” “Description of Depositary Shares,” “Description of Common Shares,” “Description of Securities Warrants,” “Description of Other Warrants,” “Description of Units” and “Description of Guarantees,” as well as in the accompanying supplement for each type of security we issue. Please see also the “Risk Factors” section in our most recent Annual Report on Form 10-K, and, to the extent applicable, in each of our subsequent Quarterly Reports on Form 10-Q and any other documents filed with the SEC, all of which are incorporated by reference in this prospectus. Before making an investment decision, you should carefully consider the risks described below as well as other risk factors and information we include or incorporate by reference in this prospectus and any accompanying supplement, including information contained in our filings with the SEC after the date of this prospectus. The supplement applicable to each type or series of securities we offer may contain a discussion of additional risks applicable to an investment in us and the particular type of securities we are offering under that supplement. Although we discuss key risks in our risk factor descriptions, new risks may emerge in the future, which may prove to be important. Our subsequent filings with the SEC may contain amended and updated discussions of significant risks. We cannot predict future risks or estimate the extent to which they may affect our financial performance. Accordingly, the risks and uncertainties that we face are not limited to those set forth below and 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 materially and adversely affect our business, financial condition, results of operations or liquidity and the trading prices of our securities. The risk factors included herein or incorporated by reference in this prospectus and any accompanying supplement are not necessarily presented in the order of relative importance or probability of occurrence.
Capitalized terms not defined under the heading “Risk Factors” have the meanings assigned to such terms under the relevant sections describing the securities that may be offered by this prospectus.
Risk Factors Applicable to Debt Securities
The debt securities may have limited or no liquidity.
If a series of debt securities is a new issuance of securities, there will be no existing secondary market for such debt securities, and there can be no assurance that a secondary market will develop. Unless otherwise specified in an accompanying supplement, we do not expect to apply for listing of the debt securities on any securities exchange or for quotation through any automated dealer quotation system. Although the underwriters for any offering of a series of debt securities may make a market in such debt securities, 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 a series of debt securities develops, the liquidity of any such market will depend upon the number of holders of the relevant series of debt securities, our performance, the market for similar securities, the interest of securities dealers in making a market in such debt securities and other factors. Accordingly, no assurance can be given as to the liquidity of, or adequate trading markets for, any series of debt securities that we may offer.
Changes in our credit ratings may affect the value of the debt securities.
Our credit ratings are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes in our credit ratings may affect the trading value of the debt securities. However, because your return on the debt securities depends upon factors in addition to our ability to pay our obligations, an improvement in our credit ratings will not reduce the other investment risks related to the debt securities. In addition, any reduction in our credit ratings could increase the cost of our funding from, and restrict our access to, the capital markets and have a material adverse effect on our results of operations and financial condition.
Our credit ratings may not reflect all risks of an investment in the debt securities.
The credit ratings of any series of debt securities that we may offer may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, any such series
 
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of debt securities. In addition, real or anticipated changes in our credit ratings will generally affect any trading market for, or trading value of, any series of debt securities.
If provided for in an accompanying supplement, we may redeem a series of debt securities prior to its relevant Stated Maturity, and you may not be able to reinvest in a comparable security.
If provided for in an accompanying supplement, we may redeem a series of debt securities prior to its relevant Stated Maturity, subject to the applicable terms and conditions of such debt securities. See “Description of Debt Securities — Redemption and Repayment.” In the event we redeem the debt securities, 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 debt securities.
Holders of our debt, including the debt securities, and equity securities may absorb losses if we were to enter into a resolution.
Federal Reserve rules require that certain globally systemically important banks (“GSIBs”) maintain minimum levels of unsecured external long-term debt and other loss-absorbing capacity with specific terms (“Eligible LTD”) for purposes of recapitalizing such GSIBs’ operating subsidiaries if such GSIBs were to enter into a resolution either:

in a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, or

in a receivership administered by the FDIC under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).
On August 29, 2023, the Federal Reserve, the Office of the Comptroller of the Currency and the FDIC issued a notice of proposed rulemaking (the “LTD NPR”), that proposed long-term debt requirements that, if adopted as proposed, would require covered bank holding companies, such as American Express Company to issue and maintain minimum amounts of Eligible LTD with specific terms for purposes of absorbing losses or recapitalizing the covered bank holding company and its operating subsidiaries. The LTD NPR also proposed requiring minimum amounts of internal Eligible LTD to be maintained by certain insured depository institutions (“IDIs”) that are not consolidated subsidiaries of U.S. GSIBs and that have at least $100 billion in consolidated assets, such as our U.S. bank subsidiary, American Express National Bank (“AENB”), for purposes of absorbing losses or recapitalizing the IDI.
While we are not currently subject to the Eligible LTD requirements applicable to GSIBs, if final rules are adopted pursuant to the LTD NPR, we may be subject to the long-term debt requirements of such rules. Unless otherwise specified in an accompanying supplement, we intend to qualify any debt securities offered by this prospectus as Eligible LTD for purposes of the Federal Reserve’s rules as currently in effect and the final rules, if any, adopted pursuant to the LTD NPR. If we were to enter into a resolution, holders of Eligible LTD and other debt and equity securities of the Company will absorb our losses and the losses of our subsidiaries.
As a result, our losses and any losses incurred by our subsidiaries would be imposed first on holders of our equity securities and thereafter on our unsecured creditors, including holders of Eligible LTD (such as the debt securities offered by this prospectus) and other debt securities. Claims of holders of those securities would have a junior position to the claims of creditors of our subsidiaries and to the claims of priority (as determined by statute) and secured creditors of the Company.
Accordingly, in a resolution of the Company in bankruptcy, holders of Eligible LTD and other debt securities of the Company, including the debt securities, would realize value only to the extent available to us as a shareholder of AENB and our other subsidiaries, and only after any claims of priority and secured creditors of the Company have been fully repaid.
Risk Factors Applicable Solely to Debt Securities that are Senior Debt Securities
The senior debt securities will be effectively subordinated to all of our existing and future secured debt and structurally subordinated to the existing and future debt of our subsidiaries.
The senior debt securities will not be secured by any of our assets or the assets of our subsidiaries. As a result, the indebtedness represented by the senior debt securities will effectively be subordinated to any
 
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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 senior debt securities 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 (including, in the case of a banking subsidiary, its depositors) would generally have the right to be paid in full before any distribution is made to us or the holders of the senior debt securities. If any of the foregoing occur, we cannot assure you that there will be sufficient assets to pay amounts due on the senior debt securities.
The senior debt securities are not deposits or savings accounts. The senior debt securities are not insured or guaranteed by the FDIC or by any other government agency or instrumentality.
Events for which acceleration rights under the senior debt securities may be exercised are more limited than those available under the terms of our outstanding senior debt securities issued prior to May 1, 2023.
On May 1, 2023, we entered into the Senior Debt Second Supplemental Indenture to our Senior Indenture, as supplemented by the First Supplemental Indenture thereto, pursuant to which the terms of our senior debt securities issued on or after May 1, 2023, including the senior debt securities offered by this prospectus and any accompanying supplement, are modified. The modifications to the terms of our senior debt securities issued on or after May 1, 2023 include, among other things, limiting the circumstances under which the payment of the principal amount of such senior debt securities can be accelerated.
All or substantially all of our outstanding senior debt securities issued prior to May 1, 2023 (the “Pre-May 2023 Senior Debt Securities”) provide acceleration rights for nonpayment of principal, premium (if any), or interest or any sinking fund payment and for certain events relating to the bankruptcy, insolvency or reorganization of American Express Company. The Pre-May 2023 Senior Debt Securities also provide acceleration rights for our failure to perform any other covenant for 60 days after we have received written notice of such failure. In addition, the Pre-May 2023 Senior Debt Securities require a 30-day cure period before a nonpayment of interest becomes an Event of Default and acceleration rights become exercisable with respect to such nonpayment, but no such cure period for nonpayment of principal or premium, if any.
Under the Senior Indenture, as supplemented by the Senior Debt Second Supplemental Indenture, payment of the principal amount of the senior debt securities may be accelerated only for (i) our failure to pay principal, premium (if any) or interest on the senior debt securities and, in each case, such nonpayment continues for 30 days after such payment is due or (ii) the occurrence of certain events of bankruptcy, insolvency or reorganization of us or our property. The principal amount of the senior debt securities may not be accelerated if we fail to perform any covenant (other than nonpayment of principal, premium (if any) or interest) or if we fail to make a sinking fund payment.
As a result of these differing provisions, if we fail to perform any covenant (other than nonpayment of principal, premium (if any) or interest) that applies both to the senior debt securities and to any Pre-May 2023 Senior Debt Securities, the trustee for, and the holders of, the Pre-May 2023 Senior Debt Securities would have acceleration rights that would not be available to the trustee for, or the holders of, the senior debt securities. In addition, if we fail to pay the principal of any Pre-May 2023 Senior Debt Securities when due, an Event of Default would occur immediately with respect to such Pre-May 2023 Senior Debt Securities (and the exercise of acceleration rights could proceed immediately in accordance with the provisions of the indenture under which such Pre-May 2023 Senior Debt Securities were issued), whereas, if we fail to pay the principal of the senior debt securities when due, the trustee for, and the holders of, the senior debt securities must wait for the 30-day cure period to expire before such nonpayment of principal becomes an Event of Default and any acceleration rights are triggered with respect to such nonpayment. Any repayment of the principal amount of Pre-May 2023 Senior Debt Securities following the exercise of acceleration rights in circumstances in which such rights are not available to the holders of the senior debt securities could adversely affect our ability to make timely payments on the senior debt securities thereafter. These limitations on the rights and remedies of holders of the senior debt securities could adversely affect the market value of the senior debt securities, especially during times of financial stress for us or our industry.
 
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Risk Factors Applicable Solely to Debt Securities that are Subordinated Debt Securities
The subordinated debt securities will be effectively subordinated to substantially all of our unsecured debt, secured debt and to the debt of our subsidiaries.
The payment of the principal of and premium, if any, and interest on the subordinated debt securities is expressly subordinated, to the extent and in the manner set forth in the Subordinated Indenture, in right of payment to the prior payment in full of all of our senior indebtedness. In addition, the subordinated debt securities may be fully subordinated to interests held by the U.S. government in the event of a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the “orderly liquidation authority” provisions of the Dodd-Frank Act.
The Subordinated Indenture provides that, unless all principal of and premium, if any, and interest on, our senior indebtedness has been paid in full, or provision has been made to make these payments in full, no payment or other distribution may be made with respect to the subordinated indebtedness in the circumstances specified under “Description of Debt Securities — Provisions Applicable Solely to Subordinated Debt Securities — Subordination.” If the holders of subordinated debt securities receive any payment or distribution of our assets not permitted by the subordination provisions, the holders of subordinated debt securities will have to repay that amount to the holders of the senior indebtedness or to the trustee. After the payment in full of all senior indebtedness, the holders of the subordinated debt securities will be subrogated to the rights of the holders of senior indebtedness to receive payments or distributions of our assets or securities applicable to the senior indebtedness until the subordinated debt securities are paid in full.
In addition, the subordinated debt securities will not be secured by any of our assets or the assets of our subsidiaries. As a result, the indebtedness represented by the subordinated debt securities 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 subordinated debt securities 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 (including, in the case of a banking subsidiary, its depositors) would generally have the right to be paid in full before any distribution is made to us or the holders of the subordinated debt securities. If any of the foregoing occur, we cannot assure you that there will be sufficient assets to pay amounts due on the subordinated debt securities.
The subordinated debt securities are not deposits or savings accounts. The subordinated debt securities are not insured or guaranteed by the FDIC or by any other governmental agency or instrumentality.
The Subordinated Indenture places no limitation on the amount of additional senior indebtedness that we may incur. We expect from time to time to incur additional senior indebtedness. See “Description of Debt Securities — Provisions Applicable Solely to Subordinated Debt Securities — Subordination.”
Holders of the subordinated debt securities will not have rights to accelerate payment in the case of payment defaults or breaches of covenants.
Holders of the subordinated debt securities or the trustee may accelerate payment of principal and accrued and unpaid interest on the subordinated debt securities only upon the occurrence of certain events of bankruptcy, insolvency or receivership of American Express Company. There is no right of acceleration in the case of a default in the payment of principal of and premium, if any, or interest on the subordinated debt securities or the performance of any our other obligations under the subordinated debt securities. A default by us or by any of our subsidiaries on any of our or their indebtedness, respectively, or acceleration of any such indebtedness, will not result in a cross default or cross acceleration of the subordinated debt securities.
Because an Event of Default for the subordinated debt securities does not include a failure to comply with or a breach of our other covenants in the Subordinated Indenture, a Covenant Default, other than the
 
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Event of Default described above, will not result in the acceleration of payment of the subordinated debt securities. Although failure to comply with such other covenants could give rise to a claim against us relating to the specific breach, the remedy of holders of the subordinated debt securities may be limited to direct monetary damages, if any. In addition, only the trustee or the holders of a majority in principal amount of the outstanding subordinated debt securities, if the trustee fails to institute such a proceeding, may institute a proceeding against us on account of any such breach. See “Description of Debt Securities — Provisions Applicable Solely to Subordinated Debt Securities — Event of Default, Covenant Default, Notice and Waiver.”
Risk Factors Applicable Solely to Debt Securities that are Floating Rate Debt Securities or are Fixed-to-Floating Rate Debt Securities (during the Floating Rate Period)
The Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities will bear additional risks.
The Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities will bear interest at a floating rate, and accordingly carry significant risks not associated with conventional fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that you will receive an amount of interest that is lower than expected. We have no control over a number of matters, including economic, financial, political, regulatory and judicial events and conditions, that are important in determining the existence, magnitude and longevity of these risks and their results.
The composition and characteristics of the Secured Overnight Financing Rate (“SOFR”) are not the same as the London Inter-Bank Offered Rate (“LIBOR”).
Unless otherwise specified in an accompanying supplement, the interest rate on the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and on the Floating Rate Debt Securities will be based on Compounded SOFR and the SOFR Index. On June 22, 2017, the Alternative Reference Rates Committee (the “ARRC”) convened by the Federal Reserve and the Federal Reserve Bank of New York identified SOFR as the rate that, in the consensus view of the ARRC, represented best practice for use in certain new U.S. dollar derivatives and other financial contracts. On December 16, 2022, the Federal Reserve adopted a final rule that implemented the Adjustable Interest Rate (LIBOR) Act by identifying benchmark rates based on SOFR as the replacement for U.S. dollar LIBOR in certain financial contracts following the cessation of U.S. dollar LIBOR on June 30, 2023. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the Federal Reserve Bank of New York since April 2018. The Federal Reserve Bank of New York has also been publishing historical indicative SOFR from 2014. Investors should not rely on any historical changes or trends in SOFR as an indicator of future changes in SOFR.
The composition and characteristics of SOFR are not the same as those of LIBOR, and SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a secured rate, while LIBOR was an unsecured rate. Second, SOFR is an overnight rate, while LIBOR was a forward-looking rate that represents interbank funding over different maturities (e.g., three months). As a result, there can be no assurance that SOFR (including Compounded SOFR) will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although changes in Compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities may fluctuate more than Fixed-to-Floating Rate Debt Securities and Floating Rate Debt Securities that are linked to less volatile rates. In addition, the volatility of SOFR has reflected the underlying volatility of the overnight U.S. Treasury repo market.
 
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The Federal Reserve Bank of New York has at times conducted operations in the overnight U.S. Treasury repo market in order to help maintain the federal funds rate within a target range. There can be no assurance that the Federal Reserve Bank of New York will continue to conduct such operations in the future, and the duration and extent of any such operations is inherently uncertain. The effect of any such operations, or of the cessation of such operations to the extent they are commenced, is uncertain and could be materially adverse to investors in the Fixed-to-Floating Rate Debt Securities or the Floating Rate Debt Securities.
The interest rate on the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and on the Floating Rate Debt Securities is based on Compounded SOFR and the SOFR Index, both of which are relatively new in the marketplace.
Unless otherwise specified in an accompanying supplement, for each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period or Floating Rate Debt Securities Interest Period (collectively, the “Floating Rate Interest Periods”), the interest rate will be based on Compounded SOFR, which will be calculated using the SOFR Index published by the Federal Reserve Bank of New York according to the specific formula described under “Description of Debt Securities — Interest — Information about the SOFR and the SOFR Index,” not the SOFR rate published on or in respect of a particular date during such period or an arithmetic average of SOFR rates during such period. For this and other reasons, the interest rate on the Fixed-to-Floating Rate Debt Securities and on the Floating Rate Debt Securities during any respective Floating Rate Interest Period will not necessarily be the same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the applicable interest rate. Further, if the SOFR rate in respect of a particular date during any respective Floating Rate Interest Period is negative, its contribution to the SOFR Index will be less than one, resulting in a reduction to Compounded SOFR used to calculate the interest payable on such debt securities on the Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date or the Floating Rate Debt Securities Interest Payment Date (collectively, the “Floating Rate Interest Payment Dates”) for such period.
The method for calculating an interest rate based upon SOFR in precedents varies. Accordingly, the use of the SOFR Index or the specific formula for Compounded SOFR rate used in the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and in the Floating Rate Debt Securities may not be widely adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the liquidity and market value of such debt securities.
Compounded SOFR with respect to a particular Floating Rate Interest Period will only be capable of being determined near the end of such period.
The level of Compounded SOFR applicable to a particular Floating Rate Interest Period and, therefore, the amount of interest payable with respect to such period will be determined on the Fixed-to-Floating Rate Debt Securities Floating Rate Interest Determination Date for such Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period or on the Floating Rate Debt Securities Interest Determination Date (together with the Fixed-to-Floating Rate Debt Securities Floating Rate Interest Determination Date, the “Floating Rate Interest Determination Dates”) for such Floating Rate Debt Securities Interest Period. Because each such date is near the end of each Floating Rate Interest Period, you will not know the amount of interest payable with respect to a particular Floating Rate Interest Period until shortly prior to the related Floating Rate Interest Payment Date and it may be difficult for you to reliably estimate the amount of interest that will be payable on each such Floating Rate Interest Payment Date. In addition, some investors may be unwilling or unable to trade the Fixed-to-Floating Rate Debt Securities or the Floating Rate Debt Securities without changes to their information technology systems, both of which could adversely impact the liquidity and trading price of such debt securities.
The SOFR Index may be modified or discontinued and the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities may bear interest by reference to a rate other than Compounded SOFR, which could adversely affect the value of such debt securities.
The SOFR Index is published by the Federal Reserve Bank of New York. There can be no guarantee, particularly given its relatively recent introduction, that the SOFR Index will not be discontinued or
 
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fundamentally altered in a manner that is materially adverse to the interests of investors in the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities. If the manner in which the SOFR Index is calculated, including the manner in which SOFR is calculated, is changed, that change may result in a reduction in the amount of interest payable on the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities and the liquidity and the trading prices of such debt securities. In addition, the Federal Reserve Bank of New York may withdraw, modify or amend the published SOFR Index or SOFR data in its sole discretion and without notice. The interest rate for any Floating Rate Interest Period will not be adjusted for any modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of New York may publish after the interest rate for that Floating Rate Interest Period has been determined.
If we (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred in respect of the SOFR Index, then the interest rate on the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities during the relevant Floating Rate Interest Period will no longer be determined by reference to the SOFR Index, but instead will be determined by reference to a different rate, plus a spread adjustment, which we refer to collectively as a “Benchmark Replacement,” as further described under “Description of Debt Securities — Interest and Interest Rates — Information about the SOFR and the SOFR Index.”
If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next available Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be selected, recommended or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) the International Swaps and Derivatives Association (“ISDA”) or (iii) in certain circumstances, us (or our designee). In addition, the terms of the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities expressly authorize us (or our designee) to make Benchmark Replacement Conforming Changes with respect to, among other things, changes to the definition of “Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period,” the definition of “Floating Rate Debt Securities Interest Period,” the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors and other technical, administrative or operational matters. The determination of a Benchmark Replacement, the calculation of the interest rate on the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities by reference to a Benchmark Replacement (including the application of a Benchmark Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations, decisions or elections that may be made under the terms of the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities in connection with a Benchmark Transition Event, could adversely affect the value of such debt securities, the return on such debt securities and the price at which you can sell such debt securities.
In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as those of Compounded SOFR, the Benchmark Replacement may not be the economic equivalent of Compounded SOFR, there can be no assurance that the Benchmark Replacement will perform in the same way as Compounded SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a comparable substitute for Compounded SOFR (each of which means that a Benchmark Transition Event could adversely affect the value of the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities, the return on such debt securities and the price at which you can sell such debt securities), (ii) any failure of the Benchmark Replacement to gain market acceptance could adversely affect such debt securities, (iii) the Benchmark Replacement may have a very limited history and the future performance of the Benchmark Replacement may not be predicted based on historical performance, (iv) the secondary trading market for debt securities linked to the Benchmark Replacement may be limited and (v) the administrator of the Benchmark Replacement may make changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation to consider your interests in doing so.
We (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) will make certain determinations with respect to the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities, which determinations may adversely affect such debt securities.
We (or our designee) may make certain determinations with respect to the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities as further described under “Description of Debt
 
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Securities — Interest and Interest Rates — Information about the SOFR and the SOFR Index.” For example, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, we (or our designee) will make certain determinations with respect to such debt securities in our (or our designee’s) sole discretion as further described under “Description of Debt Securities — Interest and Interest Rates — Information about the SOFR and the SOFR Index.” Any determination, decision or election pursuant to the benchmark replacement provisions not made by our designee will be made by us. Our interests (or the interests of such designee, which may be an affiliate of ours) in making these determinations described above may be adverse to your interests as a holder of the Fixed-to-Floating Rate Debt Securities or the Floating Rate Debt Securities. Any of these determinations may adversely affect the value of such debt securities, the return on such debt securities and the price at which you can sell such debt securities. Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments, such as with respect to Compounded SOFR or the occurrence or nonoccurrence of a Benchmark Transition Event and any Benchmark Replacement Conforming Changes. These potentially subjective determinations may adversely affect the value of such debt securities, the return on such debt securities and the price at which you can sell such debt securities. For further information regarding these types of determinations, see “Description of Debt Securities — Interest and Interest Rates — Information about the SOFR and the SOFR Index.”
Risk Factors Applicable Solely to Debt Securities that are Fixed-to-Fixed Rate Debt Securities
The Fixed-to-Fixed Rate Debt Securities will bear additional risks.
The interest rate for each Fixed-to-Fixed Rate Interest Period will equal the Reset Reference Rate, which is the U.S. Treasury Rate, plus a Fixed-to-Fixed Rate Spread and will reset periodically, and accordingly carry significant risks not associated with conventional fixed rate debt securities. These risks include fluctuation of the interest rates and the possibility that after the interest rate resets, the interest rate could be lower than the fixed rate for the initial Fixed-to-Fixed Rate Interest Period and any subsequent interest rate, if applicable, may be less than a prior rate. We have no control over a number of matters, including economic, financial, political, regulatory and judicial events and conditions, that are important in determining the existence, magnitude and longevity of these risks and their results.
Historical rates are not an indication of future rates.
In the past, the Reset Reference Rate used for Fixed-to-Fixed Rate Debt Securities, which is the U.S. Treasury Rate, has experienced significant fluctuations. Historical levels, fluctuations and trends of the Reset Reference Rate are not necessarily indicative of future levels. Any historical upward or downward trend in the Reset Reference Rate is not an indication that the Reset Reference Rate is more or less likely to increase or decrease at any time, and you should not take the historical Reset Reference Rate levels as an indication of future levels.
The value of and return on any Fixed-to-Fixed Rate Debt Securities, for which the Reset Reference Rate is the U.S. Treasury Rate, may be adversely affected if the interest rate is determined using an alternative method or a Replacement Rate is used.
Under the circumstances described herein under “Description of Debt Securities — Fixed-to-Fixed Rate Debt Securities — Determination of Reset Reference Rate,” the interest rate for a series of Fixed-to-Fixed Rate Debt Securities, for which the Reset Reference Rate is the U.S. Treasury Rate, will be determined using an alternative method to determine the applicable U.S. Treasury Rate or, if a Rate Substitution Event has occurred with respect to the applicable U.S. Treasury Rate, using a Replacement Rate. If the interest rate on such a series of debt securities is determined by using such an alternative method or Replacement Rate, such alternative method or Replacement Rate may result in an interest rate and interest payments that are lower than or that do not otherwise correlate over time with the interest rate and interest payments that would have been made on such debt securities if the Reset Reference Rate had been determined using the first method for determining the applicable U.S. Treasury Rate specified under “Description of Debt Securities — Fixed-to-Fixed Rate Debt Securities — Determination of Reset Reference Rate.” If a Rate Substitution Event has occurred and it is determined there is no industry accepted successor rate to the applicable U.S. Treasury Rate (or then-applicable Replacement Rate), the interest rate
 
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for the applicable Reset Period will be: (a) if the First Reset Interest Rate is to be determined, the Initial Interest Rate or (b) if a Subsequent Reset Interest Rate is to be determined, the interest rate that was applicable for the preceding Reset Period.
We (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) may make determinations with respect to the U.S. Treasury Rate that could affect the market value of your Fixed-to-Fixed Rate Debt Securities.
If we (or our designee) determine in our (or such designee’s) sole discretion that the applicable U.S. Treasury Rate cannot be determined in the manner set forth under “Description of Debt Securities — Fixed-to-Fixed Rate Debt Securities — Determination of Reset Reference Rate,” the terms of the applicable Fixed-to-Fixed Rate Debt Securities expressly authorize us (or such designee) to determine whether there is an industry-accepted successor rate to the applicable U.S. Treasury Rate and, if applicable, to determine and make certain adjustments with respect to such industry-accepted successor rate in our (or such designee’s) sole discretion and the use thereof as the rate used to determine the interest rate on such Fixed-to-Fixed Rate Debt Securities. If we (or such designee) determine that there is no such industry-accepted successor rate, then the interest rate for the applicable Reset Period will be (a) if the First Reset Interest Rate is to be determined, the Initial Interest Rate or (b) if a Subsequent Reset Interest Rate is to be determined, the interest rate that was applicable for the preceding Reset Period, and such rate could remain in effect for so long as such Fixed-to-Fixed Rate Debt Securities are outstanding.
Our interests (or the interests of such designee, which may be an affiliate of ours) in making these determinations described above may be adverse to your interests as a holder of the Fixed-to-Fixed Rate Debt Securities. Any of these determinations may adversely affect the value of such debt securities, the return on such debt securities and the price at which you can sell such debt securities. Moreover, certain determinations may require the exercise of discretion and the making of subjective judgments, such as the occurrence or nonoccurrence of a Rate Substitution Event and any U.S. Treasury Rate adjustments. These potentially subjective determinations may adversely affect the value of such debt securities, the return on such debt securities and the price at which you can sell such debt securities. For further information regarding these types of determinations, see “Description of Debt Securities — Fixed-to-Fixed Rate Debt Securities — Determination of Reset Reference Rate.”
 
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USE OF PROCEEDS
Except as may be otherwise set forth in a supplement accompanying this prospectus, we will use the net proceeds we receive from sales of these securities for general corporate purposes.
 
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DESCRIPTION OF DEBT SECURITIES
The following briefly summarizes certain of the material terms of our debt securities. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement for additional important information about any series of debt securities that we may offer hereby. 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.
The debt securities offered by this prospectus and any accompanying supplement will be our direct unsecured obligations. The debt securities will be either senior debt securities that rank on an equal basis with all of our other senior unsecured and unsubordinated debt, or subordinated debt securities that rank junior to all of our senior unsecured debt.
We will issue our senior debt securities under a senior debt indenture, dated as of August 1, 2007, between us and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Senior Indenture”), as supplemented by the first supplemental indenture thereto, dated as of February 12, 2021 (the “Senior Debt First Supplemental Indenture”), and the second supplemental indenture thereto, dated as of May 1, 2023 (the “Senior Debt Second Supplemental Indenture”), each between us and the trustee, and as may be further supplemented and amended. We will issue our subordinated debt securities under a subordinated debt indenture, dated as of August 1, 2007, between us and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Subordinated Indenture”), as supplemented by the second supplemental indenture thereto, dated as of May 26, 2022 (the “Subordinated Debt Second Supplemental Indenture”) and the fourth supplemental indenture thereto, dated as of February 9, 2024, each between us and the trustee, and as may be further supplemented and amended. The Senior Indenture, as supplemented, and the Subordinated Indenture, as supplemented, are sometimes referred to in this prospectus individually as an “Indenture” and collectively as the “Indentures.” When we refer to the Indentures in this prospectus, we mean the Indentures as they have been supplemented.
The Indentures have been filed with the SEC as exhibits to the registration statement of which this prospectus forms a part (including by cross-reference to our prior filings).
The following summaries of certain provisions of the Indentures are not complete and are qualified in their entirety by reference to the Indentures. You should read the Indentures for further information. If we make no distinction in the following summaries between the senior debt securities and the subordinated debt securities or between the Indentures, such summaries refer to any debt securities and either indenture. Any reference to particular sections or defined terms of the applicable Indenture in any statement under this heading qualifies the entire statement and incorporates by reference the applicable definition into that statement.
Provisions Applicable to Both Senior and Subordinated Debt Securities
Issuances in Series
The Indentures allow us to issue debt securities from time to time under either Indenture without limitation as to amount. We may issue the debt securities in one or more series with the same or different terms. We need not issue all debt securities of the same series at the same time (provided that any further securities issued as part of a single series with any outstanding securities of any series will have a separate CUSIP number unless the further securities either (i) have no more than a de minimis amount of “original issue discount” ​(“OID”) for U.S. federal income tax purposes or (ii) are issued in a qualified reopening of (or are otherwise treated as part of the same issues as) such outstanding securities for U.S. federal income tax purposes). All debt securities of the same series need not bear interest at the same rate or mature on the same date. Each Indenture permits the appointment of a different trustee for each series of debt securities. If there is at any time more than one trustee under the Indentures, the term “Trustee” means each such trustee and will apply to each such trustee only with respect to those series of debt securities for which it is serving as trustee.
We may sell debt securities at a substantial discount below their stated principal amount that bear no interest or below market rates of interest. The tax consequences of any particular series of debt securities
 
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will depend on its terms, and any particular offering of debt securities may have features or terms that cause the United States federal income tax treatment of the debt securities to differ materially from the discussion below under “Certain U.S. Federal Income Tax Consequences of Debt Securities.” An accompanying supplement will describe any material differences from the discussion below.
Unless otherwise specified for debt securities denominated in a currency other than U.S. dollars or as otherwise specified in an accompanying supplement, we will issue debt securities only in fully registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of that amount. The debt securities will be denominated in U.S. dollars and payments of principal of and premium, if any, and interest on the debt securities will be made in U.S. dollars unless we provide otherwise in an accompanying supplement. If any of the debt securities are to be denominated in a foreign currency or currency unit, or if the principal of and premium, if any, and any interest on any of the debt securities is to be payable at your option or at our option in a currency, including a currency unit, other than that in which such debt securities are denominated, we will provide additional information pertaining to such debt securities in an accompanying supplement.
An accompanying supplement relating to any series of debt securities being offered will contain the specific terms relating to the offering. These terms will include some or all of the following (to the extent not otherwise described in this prospectus):

the designation, aggregate principal amount and authorized denominations of the debt securities;

the percentage of the principal amount at which we will sell the debt securities and whether the debt securities will be OID securities for U.S. federal income tax purposes;

the Maturity Date or the method for determining the Maturity Date;

the terms for exchange, if any, of the debt securities;

the interest rate or rates, if any, or the method for computing such rate or rates;

the interest payment dates or the method for determining such dates;

if other than U.S. dollars, the currency or currencies in which debt securities may be denominated and purchased and the currency or currencies (including composite currencies) in which principal, premium, if any, and any interest may be payable;

if the currency for which debt securities may be purchased or in which principal, premium, if any, and any interest may be payable is at the election of us or the purchaser, the manner in which such an election may be made and the terms of such election;

if other than minimum denominations of $2,000 and integral multiples of $1,000 in excess of that amount, the denominations in which the debt securities shall be issuable;

if other than cash, the type and amount of securities or other property, or the method by which such amount shall be determined, in which principal, premium, if any, and any interest may be payable at the election of us or the purchaser;

any mandatory or optional sinking fund, redemption, repayment, or other similar terms;

any index or other method used to determine the amount of principal, premium, if any, and interest, if any, on the debt securities;

whether the debt securities are to be issued as individual certificates to each holder or in the form of global certificates held by a depositary on behalf of holders;

information describing any book-entry features;

if a trustee other than The Bank of New York Mellon is named for the debt securities, the name and corporate trust office of such trustee;

any material federal income tax consequences;

any material provisions of the Indentures that do not apply to the debt securities; and

any other specific terms of the debt securities.
 
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Interest and Interest Rates
Each debt security will bear interest from and including its date of issue or from and including the most recent date to which interest on that series of debt securities has been paid or duly provided for at the annual rate or at a rate determined according to an interest rate formula, stated in the debt security and in an accompanying supplement or herein, until the principal of the debt security is paid or made available for payment.
We may issue debt securities bearing interest at a fixed rate for the entirety of their term (“Fixed Rate Debt Securities”), at a fixed rate for a specified portion of their term and at a floating rate for the remainder of their term (“Fixed-to-Floating Rate Debt Securities”), at a floating rate for the entirety of their term (“Floating Rate Debt Securities”), at a fixed rate that resets at one or more specified intervals during their term (“Fixed-to-Fixed Rate Debt Securities”), or as otherwise set forth in an accompanying supplement. With respect to an offering of Floating Rate Debt Securities or Fixed-to-Floating Rate Debt Securities, an accompanying supplement may designate the base rate applicable to such Floating Rate Debt Securities or such Fixed-to-Floating Rate Debt Securities during the Floating Rate Period to be SOFR Index or another rate or interest formula.
We will make interest payments, if any, in respect of the debt securities on each Interest Payment Date and on the Maturity Date. “Interest Payment Date” means the date on which payments of interest on a debt security are to be made (including, as applicable, the Maturity Date). “Maturity Date” means the date on which the principal (plus accrued and unpaid interest, if any) of a debt security becomes due and payable, whether at the Stated Maturity, the Redemption Date (as defined below) or by declaration of acceleration or otherwise, in each case as the context requires. “Stated Maturity” means the date specified in a debt security as the date on which principal of the debt security is due and payable.
We will pay interest to the person in whose name a debt security is registered at the close of business on the Regular Record Date immediately preceding the applicable Interest Payment Date. “Regular Record Date” means the date on which a debt security must be held in order for the holder to receive an interest payment on the next Interest Payment Date. However, we will pay interest at maturity or upon redemption or repayment to the person to whom we pay the principal. The first payment of interest on any debt security originally issued between a Regular Record Date and an Interest Payment Date will be made on the Interest Payment Date following the next succeeding Regular Record Date to the registered owner on such next Regular Record Date.
The Interest Payment Dates for Fixed Rate Debt Securities, Floating Rate Debt Securities (each, a “Floating Rate Debt Securities Interest Payment Date”), Fixed-to-Floating Rate Debt Securities (during the Floating Rate Period, each, a “Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date”) and the Fixed-to-Fixed Rate Debt Securities (each, a “Fixed-to-Fixed Rate Interest Payment Date”) will be specified in an accompanying supplement. Unless otherwise specified in an accompanying supplement, the “Regular Record Date” for any Fixed Rate Debt Security, Floating Rate Debt Security, Fixed-to-Floating Rate Debt Security and Fixed-to-Fixed Rate Debt Security will be the fifteenth day (whether or not a Business Day) immediately preceding each Interest Payment Date.
Unless otherwise specified in an accompanying supplement, “Business Day” for purposes of the debt securities 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.
Fixed Rate Debt Securities
Each Fixed Rate Debt Security will bear interest from and including its date of issue at the annual rate set forth in an accompanying supplement. Unless we specify otherwise in an accompanying supplement, we will make interest payments in respect of each Fixed Rate Debt Security semi-annually in arrears on the Interest Payment Dates specified in an accompanying supplement in an amount equal to the interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the applicable Interest Payment Date (including, as applicable, the Maturity Date or, if the Fixed Rate Debt Security is redeemable and is redeemed prior to the Maturity Date, the Redemption Date). Unless we specify otherwise
 
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in an accompanying supplement, interest on the Fixed Rate Debt Securities will be computed on the basis of a 360-day year comprised of twelve 30-day months (“30/360 Day Count Convention”). On the Maturity Date of the Fixed Rate Debt Securities, holders will be entitled to receive 100% of the principal amount of the Fixed Rate Debt Security plus accrued and unpaid interest, if any. If any day on which a payment is due is not a Business Day, then the holder of the Fixed Rate Debt Security 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. We refer to the foregoing Business Day convention as the “Following Unadjusted Business Day Convention.”
Fixed-to-Floating Rate Debt Securities
Each Fixed-to-Floating Rate Debt Security will bear interest at a fixed rate for a specified portion of its term (the “Fixed Rate Period”), and bear interest at a floating rate for the remainder of its term (the “Floating Rate Period”), each as specified in an accompanying supplement. Unless we specify otherwise in an accompanying supplement, we will make interest payments in respect of each Fixed-to-Floating Rate Debt Security semi-annually in arrears with respect to the Fixed Rate Period and quarterly in arrears with respect to the Floating Rate Period, each on the Interest Payment Dates specified in an accompanying supplement in an amount equal to the interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the applicable Interest Payment Date (including, as applicable, the Maturity Date or, if such Fixed-to-Floating Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date). Unless we specify otherwise in an accompanying supplement, during the Fixed Rate Period, interest will be computed on the basis of the 30/360 Day Count Convention and during the Floating Rate Period, interest will be computed on the basis of a 360-day year for the actual number of days elapsed during the period (“Actual/360 Day Count Convention”). During the Floating Rate Period, each Fixed-to-Floating Rate Debt Security will bear interest at the rate determined according to the specific formula described below under “Information about the SOFR and the SOFR Index,” unless otherwise specified in an accompanying supplement. On the Maturity Date of the Fixed-to-Floating Rate Debt Securities, holders will be entitled to receive 100% of the principal amount of the Fixed-to-Floating Rate Debt Securities plus accrued and unpaid interest, if any.
Unless otherwise specified in an accompanying supplement, if any day on which a payment with respect to the Fixed Rate Period is due is not a Business Day, then the Following Unadjusted Business Day Convention shall apply. If any day on which a payment with respect to the Floating Rate Period is due (other than the Maturity Date or a Redemption Date) is not a Business Day then the applicable Fixed-to-Floating Rate Debt Securities Floating Rate 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 the applicable Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date will be the immediately preceding Business Day. If any such Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date is postponed or brought forward as described above, the interest amount will be adjusted accordingly and the holder will be entitled to more or less interest, respectively. We refer to the Business Day convention described in the two foregoing sentences as the “Modified Following Adjusted Business Day Convention.” If the Maturity Date or a Redemption Date during the Floating Rate Period is not a Business Day, the Following Unadjusted Business Day Convention shall apply. As further described herein, on each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Determination Date relating to the applicable Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date, the Calculation Agent will calculate the amount of accrued interest payable on the Fixed-to-Floating Rate Debt Securities by multiplying (i) the outstanding principal amount of the Fixed-to-Floating Rate Debt Securities by (ii) the product of (a) the interest rate for the relevant Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period divided by 360. In no event will the interest on the Fixed-to-Floating Rate Debt Securities be less than zero.
“Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period” means (i) the period from and including any Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date (or, with respect to the initial Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period only, from and including the preceding Interest Payment Date) to but excluding the next succeeding Fixed-to-Floating Rate Debt
 
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Securities Floating Rate Interest Payment Date; (ii) in the case of the last such period, from and including the Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date immediately preceding the Maturity Date to but excluding such Maturity Date; or (iii) in the event of any redemption of any Fixed-to-Floating Rate Debt Securities, from and including the Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date immediately preceding the Redemption Date to but excluding such Redemption Date.
Floating Rate Debt Securities
Each Floating Rate Debt Security will bear interest from and including its date of issue at the rate determined according to the specific formula described below under “Information about the SOFR and the SOFR Index,” unless otherwise specified in an accompanying supplement. Unless we specify otherwise in an accompanying supplement, we will make interest payments in respect of each Floating Rate Debt Security quarterly in arrears on the Interest Payment Dates specified in an accompanying supplement in an amount equal to the interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the applicable Interest Payment Date (including, as applicable, the Maturity Date or, if such Floating Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date). Unless we specify otherwise in an accompanying supplement, interest on the Floating Rate Debt Securities will be computed on the basis of the Actual/360 Day Count Convention. On the Maturity Date of the Floating Rate Debt Securities, holders will be entitled to receive 100% of the principal amount of the Floating Rate Debt Security plus accrued and unpaid interest, if any.
Unless otherwise specified in an accompanying supplement, if any day on which a payment is due (other than the Maturity Date or a Redemption Date) is not a Business Day then the Modified Following Adjusted Business Day Convention shall apply. If the Maturity Date or a Redemption Date in respect of the Floating Rate Debt Securities is not a Business Day, then the Following Unadjusted Business Day Convention shall apply. As further described herein, on each Floating Rate Debt Securities Interest Determination Date relating to the applicable Floating Rate Debt Securities Interest Payment Date, the Calculation Agent will calculate the amount of accrued interest payable on the Floating Rate Debt Securities by multiplying (i) the outstanding principal amount of the Floating Rate Debt Securities by (ii) the product of (a) the interest rate for the relevant Floating Rate Debt Securities Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Floating Rate Debt Securities Interest Period divided by 360. In no event will the interest on the Floating Rate Debt Securities be less than zero.
“Floating Rate Debt Securities Interest Period” means (i) the period from and including any Floating Rate Debt Securities Interest Payment Date (or, with respect to the initial Floating Rate Debt Securities Interest Period only, from and including the date of issue) to but excluding the next succeeding Floating Rate Debt Securities Interest Payment Date; (ii) in the case of the last such period, from and including the Floating Rate Debt Securities Interest Payment Date immediately preceding the Maturity Date to but excluding such Maturity Date; or (iii) in the event of any redemption of any Floating Rate Debt Securities, from and including the Floating Rate Debt Securities Interest Payment Date immediately preceding the Redemption Date to but excluding such Redemption Date.
Information about the SOFR and the SOFR Index
In this section “— Information about the SOFR and the SOFR Index” we refer to each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period and each Floating Rate Debt Securities Interest Period collectively as the “Floating Rate Interest Periods;” to each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date and each Floating Rate Debt Securities Interest Payment Date collectively as the “Floating Rate Interest Payment Dates;” and to each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Determination Date and each Floating Rate Debt Securities Interest Determination Date collectively as the “Floating Rate Interest Determination Dates.”
Publication of the SOFR Index
SOFR is published by the Federal Reserve Bank of New York and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities.
 
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The SOFR Index is published by the Federal Reserve Bank of New York and measures the cumulative impact of compounding SOFR on a unit of investment over time, with the initial value set to 1.00000000 on April 2, 2018, the first value date of SOFR. The SOFR Index value reflects the effect of compounding SOFR each U.S. Government Securities Business Day and allows the calculation of compounded SOFR averages over custom time periods.
The Federal Reserve Bank of New York notes on its publication page for the SOFR Index that use of the SOFR Index is subject to important limitations, indemnification obligations and disclaimers, including that the Federal Reserve Bank of New York may alter the methods of calculation, publication schedule, rate revision practices or availability of the SOFR Index at any time without notice. The interest rate for any Floating Rate Interest Period will not be adjusted for any modifications or amendments to the SOFR Index or SOFR data that the Federal Reserve Bank of New York may publish after the interest rate for that Floating Rate Interest Period has been determined after the initial issuance of any series of debt securities.
Compounded SOFR
“Compounded SOFR” with respect to any Floating Rate Interest Period will be determined by the Calculation Agent in accordance with the following formula (and the resulting percentage will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point):
[MISSING IMAGE: eq_sofr-bw.jpg]
where:
“SOFR IndexStart” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the first date of the relevant Floating Rate Interest Period;
“SOFR IndexEnd” is the SOFR Index value for the day which is two U.S. Government Securities Business Days preceding the applicable Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the relevant Maturity Date, or in the case of the redemption of any Fixed-to-Floating Rate Debt Securities or Floating Rate Debt Securities, preceding the relevant Redemption Date); and
“dc” is the number of calendar days in the relevant Observation Period. For purposes of determining Compounded SOFR,
“Floating Rate Interest Determination Date” means each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Determination Date and each Floating Rate Debt Securities Interest Determination Date, respectively.
“Fixed-to-Floating Rate Debt Securities Floating Rate Interest Determination Date” means the date two U.S. Government Securities Business Days preceding each Fixed-to-Floating Rate Debt Securities Floating Rate Interest Payment Date (or in the final Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period, preceding the Maturity Date, or in the case of the redemption of any Fixed-to-Floating Rate Debt Securities, preceding the Redemption Date).
“Floating Rate Debt Securities Interest Determination Date” means the date two U.S. Government Securities Business Days preceding each Floating Rate Debt Securities Interest Payment Date (or in the final Floating Rate Debt Securities Interest Period, preceding the Maturity Date, or in the case of the redemption of any Floating Rate Debt Securities, preceding the Redemption Date).
“Observation Period” means, in respect of each Floating Rate Interest Period, the period from and including the date two U.S. Government Securities Business Days preceding the first date in such Floating Rate Interest Period to but excluding the date two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date for such Floating Rate Interest Period (or in the final Floating Rate
 
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Interest Period, preceding the relevant Maturity Date, or in the case of the redemption of any Fixed-to-Floating Rate Debt Securities or Floating Rate Debt Securities, preceding the relevant Redemption Date).
“SOFR Index” means, with respect to any U.S. Government Securities Business Day:
(1)
the SOFR Index value as published by the SOFR Administrator as such index appears on the SOFR Administrator’s Website at 3:00 p.m. (New York time) on such U.S. Government Securities Business Day (the “SOFR Index Determination Time”); provided that:
(2)
if a SOFR Index value does not so appear as specified in (1) above at the SOFR Index Determination Time, then: (i) if a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “SOFR Index Unavailable Provisions” described below; or (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR, then Compounded SOFR shall be the rate determined pursuant to the “Effect of a Benchmark Transition Event” provisions described below.
“SOFR” means the daily secured overnight financing rate as provided by the SOFR Administrator on the SOFR Administrator’s Website.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of SOFR).
“SOFR Administrator’s Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.
“U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.
Notwithstanding anything to the contrary in the documentation relating to the Fixed-to-Floating Rate Debt Securities or the Floating Rate Debt Securities, if we (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) determine on or prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to determining Compounded SOFR, then the benchmark replacement provisions set forth below under “— Effects of a Benchmark Transition Event” will thereafter apply to all determinations of the rate of interest payable on the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities.
For the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the interest rate for each Floating Rate Interest Period will be an annual rate equal to the Benchmark Replacement plus any applicable margin specified in an accompanying supplement.
SOFR Index Unavailable Provisions
If a SOFR IndexStart or SOFR IndexEnd is not published on the relevant Floating Rate Interest Determination Date and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred with respect to SOFR, “Compounded SOFR” means, for the relevant Floating Rate Interest Period for which such index is not available, the rate of return on a daily compounded interest investment calculated in accordance with the formula for SOFR Averages, and definitions required for such formula, published on the SOFR Administrator’s Website at https://www.newyorkfed.org/markets/treasury-repo- reference-rates-information, or any successor source. For the purposes of this provision, references in the SOFR Averages compounding formula and related definitions to “Calculation Period” shall be replaced with “Observation Period” and the words “that is, 30-, 90-, or 180-calendar days” shall be removed. If SOFR does not so appear for any day “i” in the Observation Period, SOFRi for such day “i” shall be SOFR published in respect of the first preceding U.S. Government Securities Business Day for which SOFR was published on the SOFR Administrator’s Website.
 
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Effects of a Benchmark Transition Event
(1)
Benchmark Replacement.   If we (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) determine that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred on or prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Fixed-to-Floating Rate Debt Securities and the Floating Rate Debt Securities in respect of such determination on such date and all determinations on all subsequent dates.
(2)
Benchmark Replacement Conforming Changes.   In connection with the implementation of a Benchmark Replacement, we (or our designee) will have the right to make Benchmark Replacement Conforming Changes from time to time.
(3)
Decisions and Determinations.   Any determination, decision or election that may be made by us (or our designee) pursuant to the provisions set forth under “Effects of a Benchmark Transition Event,” including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:

will be conclusive and binding absent manifest error;

if made by us, will be made in our sole discretion;

if made by our designee, will be made after consultation with us, and such designee will not make any such determination, decision or election to which we object; and

notwithstanding anything to the contrary in the Indenture, the Fixed-to-Floating Rate Debt Securities or the Floating Rate Debt Securities, shall become effective without consent from the holders of such debt securities or any other party.
Certain Defined Terms
As used herein:
“Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if we (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) determines on or prior to the Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR or SOFR Index used in the calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by us (or our designee) as of the Benchmark Replacement Date:
(1)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (b) the Benchmark Replacement Adjustment;
(2)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or
(3)
the sum of: (a) the alternate rate of interest that has been selected by us (or our designee) as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated Floating Rate Debt Securities at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us (or our designee) as of the Benchmark Replacement Date:
(1)
the spread adjustment (which may be a positive or negative value or zero), or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
 
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(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, the ISDA Fallback Adjustment; or
(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by us (or our designee) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated Floating Rate Debt Securities at such time.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of Fixed-to-Floating Rate Debt Securities Floating Rate Interest Period, the definition of Floating Rate Debt Securities Interest Period, the timing and frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other technical, administrative or operational matters) that we (or our designee) decide may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we (or our designee) decide that adoption of any portion of such market practice is not administratively feasible or if we (or our designee) determine that no market practice for use of the Benchmark Replacement exists, in such other manner as we (or our designee) determine is reasonably practicable).
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):
(1)
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark (or such component); or
(2)
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark (including any daily published component used in the calculation thereof):
(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component);
(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or such component), the central bank for the currency of the Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component); or
(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
 
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“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
“Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Index Determination Time, as such time is defined above, and (2) if the Benchmark is not Compounded SOFR, the time determined by us (or our designee) in accordance with the Benchmark Replacement Conforming Changes.
“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Fixed-to-Fixed Rate Debt Securities
Each Fixed-to-Fixed Rate Debt Security will be a fixed rate note for a specified portion of its term and then reset that fixed rate at one or more specified intervals for the remainder of its term. In such event, the interest rate on the Fixed-to-Fixed Rate Debt Security will be determined as specified herein unless otherwise specified in an accompanying supplement.
Each Fixed-to-Fixed Rate Debt Security will bear interest (i) from and including its date of issue to but excluding the “First Reset Date” specified in an accompanying supplement (such period, the “Initial Fixed Rate Period”), at the annual rate specified as the “Initial Interest Rate” in an accompanying supplement, (ii) from and including the First Reset Date to but excluding the first “Subsequent Reset Date” specified in an accompanying supplement or, if no Subsequent Reset Dates are specified in an accompanying supplement, the Maturity Date or, if the Fixed-to-Fixed Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date, at an annual rate equal to the First Reset Interest Rate, and (iii) for each applicable Subsequent Reset Period thereafter (if any), at an annual rate equal to the applicable Subsequent Reset Interest Rate. The applicable interest rates described in the preceding sentence will apply for each Fixed-to-Fixed Rate Interest Period falling within the Initial Fixed Rate Period and any Reset Period, as applicable.
Unless we specify otherwise in an accompanying supplement, we will make interest payments in respect of each Fixed-to-Fixed Rate Debt Security semi-annually in arrears on each Interest Payment Date specified in an accompanying supplement in an amount equal to the interest accrued from and including the immediately preceding Interest Payment Date in respect of which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the applicable Interest Payment Date (including, as applicable, the Maturity Date or, if the Fixed-to-Fixed Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date). Unless we specify otherwise in an accompanying supplement, interest on Fixed-to-Fixed Rate Debt Securities will be computed on the basis of the 30/360 Day Count Convention. On the Maturity Date of the Fixed-to-Fixed Rate Debt Securities, holders will be entitled to receive 100% of the principal amount of the Fixed Rate Debt Security plus accrued and unpaid interest, if any. If any day on which a payment is due is not a Business Day, then the Following Unadjusted Business Day Convention shall apply.
For any Reset Period beginning on or after the First Reset Date, the interest rate applicable during each Reset Period will be determined by the Calculation Agent on each applicable Reset Determination Date.
 
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For purposes of the foregoing terms and provisions, unless otherwise specified in an accompanying supplement, the following terms have the meanings set forth below:
“First Reset Interest Rate” means, in respect of the First Reset Period, an annual interest rate equal to the sum of (a) the Reset Reference Rate determined as of the relevant Reset Determination Date and (b) the “Fixed-to-Fixed Rate Spread” specified in the accompanying supplement for such First Reset Interest Rate.
“First Reset Period” means the period from and including the First Reset Date to but excluding the first Subsequent Reset Date or, if no Subsequent Reset Dates are specified in the accompanying supplement, the Maturity Date or, if the Fixed-to-Fixed Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date.
“Fixed-to-Fixed Rate Interest Period” means the period from and including the most recent Fixed-to-Fixed Rate Interest Payment Date to which interest has been paid or from and including the date of issue, if no interest has been paid, to but excluding the next Fixed-to-Fixed Rate Interest Payment Date (including, as applicable, the Maturity Date or, if the Fixed-to-Fixed Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date).
“Reset Date” means the “First Reset Date” ​(which will be specified in an accompanying supplement relating to the offer of any series of Fixed-to-Fixed Rate Debt Securities) and each applicable Subsequent Reset Date (which will be specified in an accompanying supplement relating to the offer of any series of Fixed-to-Fixed Rate Debt Securities), if any.
“Reset Determination Date” means the day that is three Business Days prior to the applicable Reset Date, unless otherwise specified in an accompanying supplement.
“Reset Period” means the First Reset Period or a Subsequent Reset Period, as applicable.
“Reset Reference Rate” means the U.S. Treasury Rate as determined in accordance with the terms and provisions set forth below under “— Determination of Reset Reference Rate.”
“Subsequent Reset Interest Rate” means, in respect of any Subsequent Reset Period, an annual interest rate equal to the sum of (a) the Reset Reference Rate determined as of the relevant Reset Determination Date and (b) the “Fixed-to-Fixed Rate Spread” specified in an accompanying supplement for such Subsequent Reset Interest Rate.
“Subsequent Reset Period” means the period from and including the first Subsequent Reset Date to but excluding the next Subsequent Reset Date or, if no additional Subsequent Reset Dates are specified in the accompanying supplement, the Maturity Date, or, if the Fixed-to-Fixed Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date, and each successive period from and including a Subsequent Reset Date to but excluding the next Subsequent Reset Date or the Maturity Date, or, if the Fixed-to-Fixed Rate Debt Security is redeemable and is redeemed prior to maturity, the Redemption Date.
Determination of Reset Reference Rate
For any Reset Period commencing on or after the First Reset Date, the “U.S. Treasury Rate” will be determined by the Calculation Agent in the following manner:
(1)
The average of the yields on actively traded U.S. treasury securities adjusted to constant maturities, for the maturity comparable in tenor to such Reset Period, for the five Business Days (or such other number of Business Days as we may specify in the accompanying supplement) immediately preceding the applicable Reset Determination Date and appearing (or, if fewer than five Business Days (or such other number of Business Days as we may specify in the accompanying supplement) so appear on the applicable Reset Determination Date, for such number of Business Days appearing) under the caption “Treasury Constant Maturities” in the most recently published H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable Reset Determination Date.
(2)
if there are no such published yields on actively traded U.S. treasury securities adjusted to constant maturities, for such maturity, then the “U.S. Treasury Rate” will be determined by
 
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interpolation between the average of the yields on actively traded U.S. treasury securities adjusted to constant maturities for two series of actively traded U.S. treasury securities, (A) one maturing as close as possible to, but earlier than, the Reset Date following the next succeeding Reset Determination Date (or, if there is no such Reset Date, the Maturity Date) and (B) the other maturing as close as possible to, but later than, such Reset Date or Maturity Date, as applicable, in each case for the five Business Days (or such other number of Business Days as we may specify in the accompanying supplement) preceding the applicable Reset Determination Date and appearing (or, if fewer than five Business Days (or such other number of Business Days as we may specify in the accompanying supplement) so appear on the applicable Reset Determination Date, for such number of Business Days appearing) in the most recently published H.15 Daily Update as of 5:00 p.m., New York City time, on the applicable Reset Determination Date.
In each case, the U.S. Treasury Rate will be rounded, if necessary, to the nearest one thousandth of a percentage point, with 0.0005% rounded up to 0.001%.
Notwithstanding the foregoing, if we (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) determine in our (or such designee’s) sole discretion that the then-current Reset Reference Rate (which, as of the date of issue for any series of Fixed-to-Fixed Rate Debt Securities, will be the U.S. Treasury Rate for the specified maturity set forth in an accompanying supplement) cannot be determined in the manner applicable for such Reset Reference Rate (which, as of the original date of issue of such series of Fixed-to-Fixed Rate Debt Securities, will be pursuant to the methods described in clauses (1) or (2) above) on the applicable Reset Determination Date (such determination, a “Rate Substitution Event”), we (or such designee) may determine in our (or such designee’s) sole discretion whether there is an industry-accepted successor rate to the then-current Reset Reference Rate (such industry-accepted successor rate, the “Replacement Rate”). If we (or such designee) determine in our (or such designee’s) sole discretion that there is such a Replacement Rate, then such Replacement Rate will replace the U.S. Treasury Rate (or the then-current Reset Reference Rate) for all purposes relating to an applicable series of Fixed-to-Fixed Rate Debt Securities in respect of such determination on such Reset Determination Date and all determinations on all subsequent Reset Determination Dates. In addition, if a Replacement Rate is utilized as described in the preceding sentence, we (or such designee), may adopt or make changes to (1) any Fixed-to-Fixed Rate Interest Payment Date, Reset Determination Date, Reset Date, other relevant date, business day convention, Fixed-to-Fixed Rate Interest Period or Reset Period, (2) the manner, timing and frequency of determining rates and amounts of interest that are payable on the applicable series of Fixed-to-Fixed Rate Debt Securities and the conventions relating to such determination, (3) the timing and frequency of making payments of interest, (4) rounding conventions, (5) specified maturities, and (6) any other terms or provisions of the relevant series of Fixed-to-Fixed Rate Debt Securities (including any Fixed-to-Fixed Rate Spread or adjustment factor needed to make such Replacement Rate comparable to the then-current Reset Reference Rate (which, as of the date of issue for any series of Fixed-to-Fixed Rate Debt Securities, will be the U.S. Treasury Rate for the specified maturity)), in each case that we (or such designee) determine, in our (or such designee’s) sole discretion, from time to time, to be appropriate to reflect the determination and implementation of such Replacement Rate in a manner substantially consistent with market practice (or, if we (or such designee) determine in our (or such designee’s) sole discretion that implementation of any portion of such market practice is not administratively feasible or if we (or such designee) determine in our (or such designee’s) sole discretion that no market practice for use of such Replacement Rate exists, in such other manner as we (or such designee) in our (or such designee’s) sole discretion determines is appropriate) (such changes, the “U.S. Treasury Rate adjustments”). If we (or such designee) in our (or such designee’s) sole discretion determine that there is no such Replacement Rate, then the interest rate for the applicable Reset Period will be: (a) if the First Reset Interest Rate is to be determined, the Initial Interest Rate or (b) if a Subsequent Reset Interest Rate is to be determined, the interest rate that was applicable for the preceding Reset Period. See “Risk Factors — Risk Factors Applicable Solely to Debt Securities that are Fixed-to-Fixed Rate Debt Securities — The value of and return on any Fixed-to-Fixed Rate Debt Securities, for which the Reset Reference Rate is the U.S. Treasury Rate, may be adversely affected if the interest rate is determined using an alternative method or a Replacement Rate is used,” and “Risk Factors — Risk Factors Applicable Solely to Debt Securities that are Fixed-to-Fixed Rate Debt Securities — We (or our designee, which we may designate in our sole discretion and which may be an affiliate of ours) may make determinations with respect to the U.S. Treasury Rate that could affect the market value of your Fixed-to-Fixed Rate Debt Securities.”
 
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For purposes of the foregoing terms and provisions with respect to the determination of the U.S. Treasury Rate, the following term has the meaning set forth below:
“H.15 Daily Update” means the Selected Interest Rates (Daily)-H.15 release of the Federal Reserve, available at www.federalreserve.gov/releases/h15/update, or any successor site or publication.
Any determination, decision or election that may be made by us (or our designee) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in our (or such designee’s) sole discretion, and, notwithstanding anything to the contrary in this prospectus or any accompanying supplement, shall become effective without consent from the holders of the debt securities or any other party.
Calculation Agent
Unless otherwise specified in an accompanying supplement, we will appoint The Bank of New York Mellon to act as the “Calculation Agent” for each series of Fixed-to-Floating Rate Debt Securities during the Floating Rate Period (unless we have redeemed all the outstanding Fixed-to-Floating Rate Debt Securities of such series prior to commencement of such Floating Rate Period), Floating Rate Debt Securities and Fixed-to-Fixed Rate Debt Securities (unless we have redeemed all the outstanding Fixed-to-Fixed Rate Debt Securities of such series prior to the First Reset Date applicable to such series). All calculations made by the Calculation Agent for the purposes of calculating interest on the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period, the Floating Rate Debt Securities and the Fixed-to-Fixed Rate Debt Securities shall be conclusive and binding on the holders of such debt securities, the trustee and us, absent manifest error. For the avoidance of doubt, in no event shall the entity acting as the Calculation Agent or the trustee be required to act as our designee for the purposes of determining if any Benchmark Transition Event or Rate Substitution Event has occurred, selecting any Benchmark Replacement or Replacement Rate, or determining any Benchmark Replacement Adjustment or U.S. Treasury Rate adjustments unless such entity agrees to such appointment in writing.
Payment
Unless otherwise specified in an accompanying supplement, principal and premium, if any, and interest, if any, on the debt securities will be payable initially at the principal corporate trust office of the trustee. At our option, payment of interest may be made, subject to collection, by check mailed to the holders of record at the address registered with the trustee.
If the principal of, or premium, if any, and interest, if any, on any series of debt securities is payable in foreign currencies or if debt securities are sold for foreign currencies, the restrictions, elections, tax consequences, specific terms and other information with respect to such debt securities will be described in an accompanying supplement.
Modification of the Indentures
We may make modifications and amendments to the Indentures with respect to one or more series of debt securities by supplemental indentures without the consent of the holders of those debt securities in the following instances:

to evidence the succession of another corporation to us and the assumption by such successor of our obligations under the Indenture;

to add to or modify our covenants or Events of Default for the benefit of the holders of the debt securities;

to convey, transfer, assign, mortgage or pledge any property to or with the trustee;

to surrender any right or power conveyed by the Indenture upon us;

to establish the form or terms of the debt securities of any series;
 
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to cure any ambiguity, to correct or supplement any provision that may be defective or inconsistent with any other provision or make any other provisions with respect to matters or questions arising under the Indentures that will not adversely affect the interests of the holders in any material respect;

to modify, eliminate or add to the provisions of the Indentures as necessary to qualify it under any applicable federal law;

to name, by supplemental indenture, a trustee other than The Bank of New York Mellon for a series of debt securities;

to provide for the acceptance of appointment by a successor trustee;

to add to or modify the provisions of the Indentures to provide for the denomination of debt securities in foreign currencies;

to supplement any provisions of the Indentures as is necessary to permit or facilitate the defeasance and discharge of any debt securities as described in this prospectus;

to prohibit the authentication and delivery of additional series of debt securities;

to modify the provisions of the Indenture in accordance with amendments to the Trust Indenture Act of 1939, as amended, provided that such modifications do not materially affect the interests of security holders;

to modify the provisions of the Indentures provided that such modifications do not apply to any outstanding security; or

to provide for the issuance of securities in bearer form.
Any other modifications or amendments of the Indentures by way of supplemental indenture require the consent of the holders of a majority in principal amount of the debt securities at the time outstanding of each series affected. However, no such modification or amendment may, without the consent of the holder of each debt security affected thereby:

modify the terms of payment of principal, premium or interest;

reduce the percentage of holders of debt securities necessary to modify or amend the Indentures or waive our compliance with any restrictive covenant;

modify the provisions governing supplemental indentures with consent of holders or waiver of past defaults, except to increase the percentage of consents required to provide that certain other provisions cannot be varied without unanimous consent; or

subordinate the indebtedness evidenced by the debt securities to any of our other indebtedness.
Redemption and Repayment
Unless we specify otherwise in an accompanying supplement, the debt securities will not be redeemable prior to their Stated Maturity. If we so specify in an accompanying supplement, the debt security will be redeemable on such dates at such terms as specified in such supplement and set forth below. We will pay interest accrued on a redeemed debt security to the date of redemption (the “Redemption Date”), and will give notice of redemption no more than sixty (60) and not less than five (5) days prior to the Redemption Date. Any notice of redemption of the debt securities to be redeemed at our option may state that such redemption shall be conditional, in our discretion, on one or more conditions precedent, and that the Redemption Date may (but shall not be required to) be delayed until such time as any or all of such conditions have been satisfied, and that such conditional notice of redemption may be rescinded by us if we determine that any or all such conditions will not be satisfied by the Redemption Date, and that in such event, such redemption notice shall be of no further force or effect and we shall not be required to redeem the debt securities on the Redemption Date or otherwise. The debt securities will not be subject to any sinking fund or to any provisions for repayment at your option unless we specify otherwise in an accompanying supplement.
In the case of any optional redemption of only part of the debt securities of a particular series at the time outstanding, the debt securities to be redeemed will be selected not more than sixty (60) days prior to
 
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the Redemption Date in accordance with the procedures of the applicable depositary or, in the case of certificated debt securities, by the trustee by such method as the trustee shall deem appropriate.
Unless we default in payment of the redemption price, on and after the Redemption Date interest will cease to accrue on the debt securities or portions thereof called for redemption.
Par Call Redemption
If so specified in an accompanying supplement, we may, at our option, on or after the date specified in such accompanying supplement (any such date, a “Par Call Date” with respect to the applicable series of debt securities), redeem a series of debt securities, either in whole but not in part or in whole or in part, as specified in such accompanying supplement, at a redemption price equal to the principal amount of the debt securities being redeemed, together with any accrued and unpaid interest thereon to but excluding the Redemption Date.
Make-Whole Redemption
If an accompanying supplement specifies that a “Make-Whole Redemption” applies to a series of debt securities, unless such supplement specifies different terms relating to a Make-Whole Redemption, we may, at our option, on or after the date specified in such accompanying supplement, redeem such debt securities in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1)
(a) the sum of the present values of the remaining scheduled payments of principal and interest on the debt securities being redeemed discounted to the Redemption Date (assuming that the debt securities mature on the earliest Par Call Date, if applicable with respect to such debt securities) on a semiannual basis (applying the 30/360 Day Count Convention) at the Treasury Rate plus the basis points specified in the accompanying supplement less (b) interest accrued to the Redemption Date, and
(2)
100% of the principal amount of the debt securities to be redeemed,
plus, in either case, accrued and unpaid interest thereon to but excluding the Redemption Date.
“Treasury Rate” means, with respect to any Redemption Date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve designated as “Selected Interest Rates (Daily) — H.15” ​(or any successor designation or publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal” ​(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the earliest Par Call Date of the debt securities, if applicable, or, if there is no Par Call Date, the Maturity Date of the debt securities (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the to the earliest Par Call Date of the debt securities, if applicable, or, if there is no Par Call Date, the Maturity Date of the debt securities on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a Maturity Date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
 
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If on the third Business Day preceding the Redemption Date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Maturity Date of the debt securities, as applicable. If there is no United States Treasury security maturing on the Maturity Date of the debt securities but there are two or more United States Treasury securities with a Maturity Date equally distant from the Maturity Date of the debt securities, one with a Maturity Date preceding the Maturity Date of the debt securities and one with a Maturity Date following the Maturity Date of the debt securities, we shall select the United States Treasury security with a Maturity Date preceding the Maturity Date of the debt securities. If there are two or more United States Treasury securities maturing on the Maturity Date of the debt securities or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Our actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.
Neither the trustee nor the Calculation Agent shall be responsible for or have any responsibility to determine or make any calculations in connection with any Make-Whole Redemption unless such entity agrees to undertake such action in writing.
Redemption Provisions Applicable Solely to Subordinated Debt Securities
No redemption, repurchase or early payment of amounts owed under any series of subordinated debt securities may be made without the prior approval of the Federal Reserve. Notwithstanding the foregoing, if, due to a change in law, regulation or policy subsequent to the issuance of any series of subordinated debt securities, the Federal Reserve does not require that redemption of instruments be subject to Federal Reserve approval in order for the instrument to be accorded Tier 2 capital treatment, then no such approval of the Federal Reserve will be required for such redemption.
If we make a good faith determination that, as a result of (a) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective on or after the initial issuance of any series of subordinated debt securities, (b) any proposed amendment to, clarification of, or change in, those laws or regulations that is announced or becomes effective on or after the initial issuance of any series of subordinated debt securities, or (c) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced on or after the initial issuance of any series of subordinated debt securities, there is more than an insubstantial risk that we will not be entitled to treat the full principal amount of the subordinated debt securities as Tier 2 capital (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor appropriate federal banking agency) as then in effect and applicable, for so long as any subordinated debt securities are outstanding (a “Regulatory Capital Event”), then we may, at our option, redeem, in whole but not in part at any time within 90 days following the occurrence of a Regulatory Capital Event, such series of subordinated debt securities, at a redemption price equal to the principal amount of such series of subordinated debt securities being redeemed, together with any accrued and unpaid interest thereon to but excluding the Redemption Date.
Defeasance of the Indentures and Debt Securities
The Indentures permit us to be discharged from our obligations under the Indentures and with respect to a particular series of debt securities if we comply with the following procedures. This discharge from our obligations is referred to in this prospectus as defeasance.
 
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Unless an accompanying supplement states otherwise, if we deposit with the trustee sufficient cash and/or government securities to pay and discharge the principal and premium, if any, and interest, if any, to the date of maturity of such series of debt securities, then from and after the ninety-first day following such deposit:

we will be deemed to have paid and discharged the entire indebtedness on the debt securities of any such series; and

our obligations under the Indentures with respect to the debt securities of that series will cease to be in effect, except for certain obligations to register the transfer or exchange of the debt securities of that series, replace stolen, lost or mutilated debt securities of that series, maintain paying agencies and hold moneys for payment in trust.
The Indentures also provide that the defeasance will not be effective unless we deliver to the trustee a written opinion of our counsel to the effect that holders of the debt securities subject to defeasance will not recognize gain or loss on those debt securities for federal income tax purposes solely as a result of the defeasance and that the holders of those debt securities will be subject to federal income tax in the same amounts and at the same times as would be the case if the defeasance had not occurred.
Following the defeasance, holders of the applicable debt securities would be able to look only to the trust fund for payment of principal and premium, if any, and interest, if any, on their debt securities.
Further Issues
Unless otherwise specified in an accompanying supplement, we may from time to time, without notice to or the consent of the registered holders of the debt securities of any series, create and issue further debt securities ranking on an equal basis with such series of debt securities in all respects (or in all respects except for the payment of interest accruing prior to the date of issue of such further debt securities or except, in some circumstances, for the first payment of interest following the date of issue of such further debt securities). Such further debt securities shall be consolidated and form a single series with the debt securities of the original series and shall have the same terms as to status, redemption or otherwise as the debt securities of such original series being offered.
Unclaimed Funds
All funds deposited with the trustee or any paying agent for the payment of principal or interest in respect of the debt securities of a series that remain unclaimed at the second anniversary of the date such payment was due will be returned to the Company upon its request. Thereafter, any right of any holder of a debt security to such funds shall be enforceable only against the Company.
Governing Law
The debt securities will be and the Indentures are governed by and construed in accordance with the laws of the State of New York. Actions relating to the debt securities and Indentures may be brought in the state or federal courts in New York.
Trustee
The Bank of New York Mellon is the trustee under the Indentures with respect to the debt securities and will be the paying agent and registrar for the debt securities and the Calculation Agent for the Fixed-to-Floating Rate Debt Securities during the Floating Rate Period and the Floating Rate Debt Securities. We and our affiliates have entered, and from time to time may continue to enter, into investment banking, banking or other relationships with The Bank of New York Mellon or its affiliates. For example, The Bank of New York Mellon and its affiliates provide custodial services to us, extend credit to us and provide corporate trust services to us and our affiliates. We and our affiliates may have other customary banking relationships (including other trusteeships) with the trustee.
Within 90 days after a default, the trustee must give to the holders of the debt securities of the applicable series notice of all uncured and unwaived defaults by us known to it. However, except in the case
 
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of default in payment, the trustee may withhold such notice if it determines that such withholding is in the interest of such holders. The trustee may resign or be removed by the holders of a majority of the debt securities of one or more series (each voting as a class) in certain circumstances, and a successor trustee may be appointed by us to act with respect to the debt securities.
Global Securities and Global Clearance and Settlement Procedures
Unless otherwise specified in an accompanying supplement, we will issue debt securities under a book-entry system in the form of one or more global securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will register the global securities in the name of a depositary or its nominee and deposit the global securities with that depositary. Unless we state otherwise in an accompanying supplement, The Depository Trust Company, New York, New York, which we refer to as DTC, will be the depositary if we use a depositary and we will register the debt securities in the name of Cede & Co., DTC’s nominee.
Following the issuance of a global security in registered form, the depositary will credit the accounts of its participants with the debt securities upon our instructions. 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 the depositary. Only persons who hold directly or indirectly through financial institutions that are participants in the depositary can hold beneficial interests in the global securities. Because the laws of some jurisdictions require certain types of purchasers to take physical delivery of such securities in definitive form, you may encounter difficulties in your ability to own, transfer or pledge beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner of a global security, we and the trustee will treat the depositary as the sole owner or holder of the debt securities for purposes of the applicable Indenture. Therefore, except as set forth below, you will not be entitled to have debt securities registered in your name or to receive physical delivery of certificates representing the debt securities. Accordingly, you will have to rely on the procedures of the depositary and the participant in the depositary through whom you hold your beneficial interest in order to exercise any rights of a holder under the Indenture. We understand that under existing practices, the depositary would act upon the instructions of a participant or authorize that participant to take any action that a holder is entitled to take.
Unless stated otherwise in an accompanying supplement, you may elect to hold interests in the global securities through either DTC (in the United States) or Clearstream Banking, société anonyme, which we refer to as Clearstream or Euroclear Bank S.A./NV, or its successor, as operator of the Euroclear System, which we refer to as Euroclear (outside of the United States), if you are participants of such systems, or indirectly through organizations that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded on DTC’s books as being held by the U.S. depositary for each of Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of their participants’ customers’ securities accounts.
As long as the debt securities of a series are represented by the global securities, we will pay principal of and interest and premium of, if any, on those securities to or as directed by DTC as the registered holder of the global securities. Payments to DTC will be in immediately available funds by wire transfer. DTC, Clearstream or Euroclear, as applicable, will credit the relevant accounts of their participants on the applicable date. Neither we nor the trustee will be responsible for making any payments to participants or customers of participants or for maintaining any records relating to the holdings of participants and their customers, and you will have to rely on the procedures of the depositary and its participants. If an issue of debt securities is denominated in a currency other than the U.S. dollar, we will make payments of principal and any interest in the foreign currency in which the debt securities are denominated or in U.S. dollars. DTC has elected to have all payments of principal and interest paid in U.S. dollars unless notified by any of its participants through which an interest in the debt securities is held that it elects, in accordance with, and to the extent permitted by, an accompanying supplement and the relevant debt security, to receive payment of principal or interest in the foreign currency. No fewer than 15 calendar days prior to the Regular Record Date for a payment, a participant will be required to notify DTC of (a) its election to receive all, or the specified portion, of payment in the foreign currency and (b) its instructions for wire transfer of payment to a foreign currency account. DTC will notify the trustee or paying agent on or prior to the fifth Business
 
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Day after the Regular Record Date for any payment of interest, and the tenth Business Day prior to the payment date for any payment of principal, with the amount of such payment to be received in such foreign currency and the applicable wire transfer instructions. The trustee or paying agent shall use such instructions to pay the participant directly. If DTC does not notify the trustee or paying agent, it is understood that only U.S. dollar payments are to be made in respect of the payment.
We have been advised by DTC as follows:

DTC has advised us that it is a limited-purpose trust company organized under the New York Banking Law, a “Banking Organization” within the meaning of the New York Banking Law, a member of the Federal Reserve, a “Clearing Corporation” within the meaning of the New York Uniform Commercial Code, and a “Clearing Agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities deposited with it by its participants and facilitates the settlement of transactions among its participants in such securities through electronic computerized book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own DTC. Access to DTC’s book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.
According to DTC, the foregoing information with respect to DTC has been provided to the financial community for informational purposes only and is not intended to serve as a representation, warranty or contract modification of any kind. Global certificates are generally not transferable. We will issue physical certificates to beneficial owners of a global security if:

the depositary notifies us that it is unwilling or unable to continue as depositary for such global securities or the depositary ceases to be a Clearing Agency registered under the Exchange Act or other applicable statute or regulation and we do not appoint a successor depositary within 90 days;

an Event of Default has occurred and is continuing with respect to the applicable series of securities; or

we decide in our sole discretion that we do not want to have the debt securities of that series represented by global certificates.
If any of the events described in the preceding paragraph occurs, we will issue definitive securities in certificated form in an amount equal to a holder’s beneficial interest in the securities. Definitive securities will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess of that amount unless otherwise specified in connection with a particular offering of debt securities, and will be registered in the name of the person DTC specifies in a written instruction to the registrar of the debt securities.
Holders of any such definitive securities will be able to:

receive payments of principal and interest on their debt securities at the office of our paying agent maintained in the Borough of Manhattan or, at our option, by check mailed to the address of the person entitled to the payment at his or her address in the security register or by wire transfer in immediately available funds at the place and to the account as the person entitled to the payment may designate, as specified in the security register in writing no later than the fifteenth day immediately preceding the relevant Interest Payment Date; and

transfer their debt securities, in whole or in part, by surrendering the debt securities for registration of transfer at the corporate trust office of the trustee. We will not charge any fee for the registration or transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer.
You will be required to make your initial payment for the debt securities in immediately available funds. Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using DTC’s Same-Day Funds Settlement System. Secondary market trading between Clearstream customers and/or Euroclear participants will occur
 
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in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional eurobonds in immediately available funds.
Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream customers or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by U.S. depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (based on European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving debt securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.
Because of time-zone differences, credits of debt securities received in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the Business Day following the DTC settlement date. Such credits or any transactions in such debt securities settled during such processing will be reported to the relevant Clearstream customers or Euroclear participants on such Business Day. Cash received in Clearstream or Euroclear as a result of sales of debt securities by or through a Clearstream customer or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the Business Day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.
The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.
Notices
So long as the global debt securities are held on behalf of DTC or any other alternative clearing system, notices to holders of debt securities represented by a beneficial interest in the global debt securities may be given by delivery of the relevant notice to DTC or the alternative clearing system, as the case may be.
Provisions Applicable Solely to Senior Debt Securities
Restrictions as to Liens
The Senior Indenture includes a covenant providing that we will not at any time directly or indirectly create, or allow to exist or be created, any mortgage, pledge, encumbrance or lien of any kind upon:

any shares of capital stock owned by us of American Express Travel Related Services Company, Inc. and any one or more of our subsidiaries that succeeds to all or substantially all of the business or ownership of the property of such company, so long as it continues to be our subsidiary, which we refer to as the “principal subsidiary”; or

any shares of capital stock owned by us of a subsidiary that owns, directly or indirectly, capital stock of the principal subsidiary.
However, liens of this nature are permitted if we provide that the senior debt securities will be secured by the lien equally and ratably with any and all other obligations also secured, for as long as any other obligations of that type are so secured. Also, we may incur or allow to exist upon the stock of the principal subsidiary liens for taxes, assessments or other governmental charges or levies which are not yet due or are
 
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payable without penalty or which we are contesting in good faith, or liens of judgments that are on appeal or are discharged within 60 days.
This covenant will cease to be binding on us with respect to any series of the senior debt securities to which this covenant applies following discharge of those senior debt securities.
Events of Default, Covenant Breaches, Notice and Waiver
The Senior Indenture provides holders of senior debt securities with remedies if we fail to perform specific obligations, such as making payments on such debt securities. You should review these provisions carefully in order to understand what constitutes an Event of Default under the Senior Indenture.
Unless otherwise specified in an accompanying supplement, an “Event of Default” ​(collectively, the “Events of Default”) with respect to any series of senior debt securities that we may offer hereby and by any accompanying supplement includes any one of the following events:
(1)
default for 30 days in the payment of the principal of, or premium, if any, on any debt security of that series when it is due and payable;
(2)
default for 30 days in the payment of an installment of interest, if any, on any debt security of that series; and
(3)
certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of us or our property (“Bankruptcy Event of Default”).
Subject to the following two paragraphs, for senior debt securities that we may offer hereby and by any accompanying supplement, no other defaults under or breaches of the Senior Indenture or any senior debt securities will result in an Event of Default, whether after notice, the passage of time or otherwise and therefore none of such events (even if constituting a Covenant Breach) will result in a right of acceleration of payment of the outstanding principal amount or interest of such debt securities, including the senior debt securities we may offer hereby and by any accompanying supplement. However, certain events may give rise to a Covenant Breach, as described below.
We may change, eliminate or add to the Events of Default with respect to any particular series of senior debt securities, as indicated in an accompanying supplement relating to such series. For the avoidance of doubt, the only Events of Default with respect to senior debt securities that we may offer hereby and by any accompanying supplement are those set forth above unless any additional Events of Default are specifically set forth in an accompanying supplement.
The Pre-May 2023 Senior Debt Securities provide acceleration rights for nonpayment of principal, premium (if any), or interest or any sinking fund payment, for certain events relating to the bankruptcy, insolvency or reorganization of American Express Company and for our failure to perform any other covenant for 60 days after we have received written notice of such failure. The Pre-May 2023 Senior Debt Securities also require a 30-day cure period before a nonpayment of interest becomes an Event of Default and acceleration rights become exercisable with respect to such nonpayment, but no such cure period for nonpayment of principal or premium, if any. In addition, senior debt securities issued by us prior to February 12, 2021 (the “Pre-2021 Senior Debt Securities”) also contain a cross-default Event of Default. Holders of senior debt securities that we may offer hereby and by any accompanying supplement will not have the benefit of the acceleration rights applicable to the Pre-May 2023 Senior Debt Securities and the cross-default Event of Default that is applicable to the Pre-2021 Senior Debt Securities.
Unless otherwise specified in an accompanying supplement, a “Covenant Breach” with respect to any series of senior debt securities that we may offer hereby and by any accompanying supplement includes (i) default for 60 days after written notice to us in the performance of any covenant (other than nonpayment of principal, premium (if any) or interest) in respect of the debt securities of that series; or (ii) default in making a sinking fund payment or analogous obligation, if any, when due and payable.
 
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We may change, eliminate or add to the definition of “Covenant Breach” with respect to any particular series of senior debt securities, as indicated in an accompanying supplement relating to such series.
A Covenant Breach shall not be an Event of Default with respect to any senior debt security except to the extent otherwise specified in or provided pursuant to, the Senior Indenture or a supplement thereto, with respect to such series of debt securities. For the avoidance of doubt, the only Covenant Breaches with respect to senior debt securities that we may offer hereby and by any accompanying supplement are those set forth above unless any additional Covenant Breaches are specifically set forth in any accompanying supplement.
An Event of Default or a Covenant Breach with respect to a particular series of senior debt securities, including the senior debt securities we may offer hereby and by any accompanying supplement, does not necessarily constitute an Event of Default or a Covenant Breach with respect to any other series of debt securities, including each series of senior debt securities we may offer hereby and by any accompanying supplement. The trustee may withhold notice to the holders of any series of senior debt securities (including the senior debt securities we may offer hereby and by any accompanying supplement) of any default with respect to that series, except in the payment of principal, premium or interest, if it considers such withholding to be in the interests of the holders of that series.
If an Event of Default, with respect to any series of senior debt securities has occurred and is continuing, the trustee for, or the holders of 25 percent in aggregate principal amount of such series, may declare the principal amount of such series to be due and payable immediately. Subject to certain conditions, this declaration may be annulled by the holders of not less than a majority in aggregate principal amount of the outstanding debt securities of such series. For senior debt securities that we may offer hereby and by any accompanying supplement, such acceleration will not be permitted for reasons other than a Bankruptcy Event of Default or a specified payment default that constitutes an Event of Default in respect of such debt securities. Neither the trustee nor any holders of such debt securities will have any enforcement right or other remedy in respect of any Covenant Breach except as described below.
If an Event of Default or a Covenant Breach occurs under the Senior Indenture, the trustee may, in its discretion, proceed to enforce its rights, including under any covenant. For avoidance of doubt, the remedies available to the trustee and the holders include a right of acceleration only in the case of an Event of Default. There is no right of acceleration in the case of a Covenant Breach.
The Senior Indenture contains a provision entitling the trustee to be indemnified to its reasonable satisfaction by the holders before exercising any right or power under the Senior Indenture at the request of any of the holders. The Senior Indenture provides that the holders of a majority in principal amount of the senior debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred upon the trustee with respect to debt securities of that series. The right of a holder to institute a proceeding with respect to the Senior Indenture is subject to certain conditions precedent including notice and indemnity to the trustee. However, the holder has an absolute right to receipt of principal and premium, if any, at Stated Maturity and interest on any overdue principal and interest or to institute suit for the enforcement thereof.
The holders of not less than a majority in principal amount of the outstanding senior debt securities of any series under the Senior Indenture may on behalf of the holders of all the debt securities of that series waive any past defaults, except a default in payment of the principal of or premium, if any, or interest, if any, on any debt security of that series and a default in respect of a covenant or provision of the Senior Indenture that cannot be amended or modified without the consent of the holder of each debt security affected.
We are required by the Senior Indenture to furnish to the trustee an annual statement as to the fulfillment of our obligations under the Senior Indenture.
 
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Consolidation, Merger, Transfer of Assets
The Senior Indenture provides that, unless we are the surviving corporation, we may not consolidate with or merge into another person or convey, transfer or lease all or substantially all of our properties and assets to any person or group or permit any person to consolidate with or merge into us or convey, transfer or lease all or substantially all of its properties and assets to us unless:
(1)
such person is a corporation, partnership or trust organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes, by a supplemental indenture, the due and punctual payment of the principal of (and premium, if any) and interest on all senior debt securities under the Senior Indenture (including the senior debt securities we may offer hereby and by any accompanying supplement) and the performance of every one of our covenants in the Senior Indenture;
(2)
immediately after giving effect to such transaction, and treating any indebtedness which becomes our obligation as a result of such transaction as having been incurred by us at the time of such transaction, no Event of Default or Covenant Breach, and no event that, after notice or lapse of time, or both, would become an Event of Default or Covenant Breach, shall have occurred and be continuing; and
(3)
the Company has delivered to the trustee certain required documentation.
Provisions Applicable Solely to Subordinated Debt Securities
General
We may issue subordinated debt securities in one or more series under the Subordinated Indenture. Holders of subordinated debt securities should recognize that contractual provisions in the Subordinated Indenture may prohibit us from making payments on these securities. The subordinated debt securities will rank on an equal basis with certain of our other subordinated debt that may be outstanding from time to time and will rank junior to all of our senior indebtedness including any senior debt securities, that may be outstanding from time to time.
If subordinated debt securities are issued under the Subordinated Indenture, the aggregate principal amount of senior indebtedness outstanding as of a recent date will be set forth in an accompanying supplement. Neither the Senior Indenture nor the Subordinated Indenture restricts the amount of senior indebtedness that we may incur.
Payment of principal on the subordinated debt securities may be accelerated only in the case of certain events of bankruptcy, insolvency or receivership. There is no right of acceleration in the case of a default in the payment of principal of or premium, if any, or interest on the subordinated debt securities or the performance of any of our other obligations under the subordinated debt securities.
Subordination
The payment of the principal of, and premium, if any, and interest on the subordinated debt securities is expressly subordinated, to the extent and in the manner set forth in the Subordinated Indenture, in right of payment to the prior payment in full of all of our senior indebtedness.
Subject to the qualifications described below, the term “senior indebtedness” is defined in the Subordinated Indenture to include principal of, and interest on, the following:

all of our indebtedness, whether outstanding on the date of the issuance of any series of subordinated debt securities or thereafter created, incurred or assumed, which is for money borrowed, or which is evidenced by a note, bond, indenture or similar instrument;

all of our obligations under leases required or permitted to be capitalized under U.S. generally accepted accounting principles;

all of our reimbursement obligations with respect to any letter of credit, banker’s acceptance, security purchase facility or similar credit transactions;
 
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all obligations of the types referred to in the preceding bullet points of another person, the payment of which we are responsible or liable as guarantor or otherwise;

any agreements or obligations to pay deferred purchase price or conditional sales agreements other than in the ordinary course of business;

all obligations of the types referred to in the preceding bullet points of another person secured by any lien on any of our property or assets (whether or not that obligation has been assumed by the Company); and

amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness.
Subordinated debt securities will rank senior to all of our equity securities, including any preferred shares we have issued and may issue in the future.
The senior indebtedness will continue to be senior indebtedness and entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of any term of the senior indebtedness or extension or renewal of the senior indebtedness. Notwithstanding anything to the contrary in the foregoing, senior indebtedness will not include (1) indebtedness incurred for the purchase of goods, materials or property, or for services obtained in the ordinary course of business or for other liabilities arising in the ordinary course of business, (2) any indebtedness which by its terms is expressly made equal in rank and payment with or subordinated to the subordinated debt securities and (3) obligations by us owed to our subsidiaries. In particular, senior indebtedness does not include any indebtedness issued under the Subordinated Indenture.
No direct or indirect payment, in cash, property or securities, by set-off or otherwise, may be made or agreed to be made on account of the subordinated debt securities or interest thereon, or in respect of any repayment, redemption, retirement, purchase or other acquisition of the subordinated debt securities, if:

we default in the payment of any principal or interest on any senior indebtedness, whether at maturity or at a date fixed for prepayment or declaration or otherwise; or

an event of default occurs with respect to any senior indebtedness permitting the holders to accelerate the maturity and written notice of such event of default, requesting that payments on the subordinated debt securities cease, is given to us by the holders of senior indebtedness, unless and until such default in payment or event of default has been cured or waived or ceases to exist.
The Subordinated Indenture provides that all present and future senior indebtedness, which will include, without limitation, interest accruing after the commencement of any proceeding, assignment or marshaling of assets described below, will first be paid in full before any payment, whether in cash, securities or other property, will be made by us on account of the subordinated debt securities in the event of:

any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to us, our creditors or our property;

any proceeding for the liquidation, dissolution or other winding-up of us, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings;

any assignment by us for the benefit of creditors; or

any other marshaling of our assets.
In any such event, payments that would otherwise be made on the subordinated debt securities will generally be paid to the holders of senior indebtedness, or their agents or representatives, in accordance with the priorities existing among these creditors at that time until the senior indebtedness is paid in full. If the payments on the subordinated debt securities are in the form of our securities or those of any other corporation under a plan of reorganization or readjustment and are subordinated to outstanding senior indebtedness and to any securities issued with respect to such senior indebtedness under a plan of reorganization or readjustment, they will be made to the holders of senior indebtedness and then, if any amounts remain, to the holders of the subordinated debt securities. No present or future holder of any senior indebtedness will be prejudiced in the right to enforce the subordination of the subordinated debt securities by any act or failure to act on our part.
 
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In the event that, notwithstanding any of the foregoing prohibitions, the trustee for, or the holders of, the subordinated debt securities receive any payment on account of or in respect of the subordinated debt securities at a time when a responsible officer of the trustee or such holder has actual knowledge that such payment should not have been made to it, the trustee or such holder will hold such payment in trust for the benefit of, and, upon written request, will pay it over to, the holders of the senior indebtedness or their agents or representatives, for application to the payment of all principal and interest then payable with respect to any senior indebtedness.
Senior indebtedness will only be deemed to have been paid in full if the holders of such indebtedness have received cash, securities or other property which is equal to the amount of the outstanding senior indebtedness.
Due to the subordination provisions described above, funds which we would otherwise use to pay the holders of the subordinated debt securities will be used to pay the holders of senior indebtedness to the extent necessary to pay the senior indebtedness in full. See “Risk Factors — Risk Factors Applicable Solely to Debt Securities that are Subordinated Debt Securities — The subordinated debt securities will be effectively subordinated to substantially all of our unsecured debt, secured debt and to the debt of our subsidiaries.”
The Subordinated Indenture places no limitation on the amount of additional senior indebtedness that we may incur. We expect from time to time to incur additional indebtedness constituting senior indebtedness.
In addition, the subordinated debt securities may be fully subordinate to interests held by the U.S. government in the event of a receivership, insolvency, liquidation or similar proceeding, including a proceeding under the orderly liquidation authority provisions of the Dodd-Frank Act.
Subrogation
After the payment in full of all senior indebtedness, the holders of the subordinated debt securities will be subrogated to the rights of the holders of senior indebtedness to receive payments or distributions of our assets or securities applicable to the senior indebtedness until the subordinated debt securities are paid in full. Under these subrogation provisions, no payments or distributions to the holders of senior indebtedness which otherwise would have been payable or distributable to holders of the subordinated debt securities will be deemed to be a payment by us to or on the account of the senior indebtedness. In matters between holders of the subordinated debt securities and any other type of our creditors, any payments that would otherwise be paid to holders of senior indebtedness and that are made to holders of the subordinated debt securities because of this subrogation will be deemed a payment by us on account of senior indebtedness and not on account of the subordinated debt securities. These provisions of the Subordinated Indenture are intended solely for the purpose of defining the relative rights of the holders of the subordinated debt securities and the holders of the senior debt securities. Nothing contained in the Subordinated Indenture is intended to impair our absolute obligation to pay the principal of and premium, if any, and interest on the subordinated debt securities in accordance with their terms or to affect the relative rights of the holders of the subordinated debt securities and our creditors other than the holders of the senior indebtedness. These subrogation provisions of the Subordinated Indenture will not prevent the holder of any subordinated debt security from exercising all remedies otherwise permitted by applicable law upon default of that security, subject to the rights of subordination described above.
Event of Default, Covenant Default, Notice and Waiver
An “Event of Default” with respect to the subordinated debt securities means certain events of bankruptcy, insolvency, receivership, whether voluntary or not, reorganization, or court appointment of a receiver, liquidator or trustee of us or our property.
An Event of Default with respect to the subordinated debt securities does not include a default in the payment of principal of or premium, if any, or interest on the subordinated debt securities or the performance of any our other obligations under the subordinated debt securities. A default by us or by any of our subsidiaries on any of our or their indebtedness, respectively, or acceleration of any such indebtedness, will not result in a cross default or cross acceleration of the subordinated debt securities.
 
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Because an Event of Default for the subordinated debt securities does not include failure to comply with or breach of our other covenants in the Subordinated Indenture, a Covenant Default, other than the Event of Default described above, will not result in the acceleration of payment of the subordinated debt securities. Although failure to comply with such other covenants could give rise to a claim against us relating to the specific breach, the remedy of holders of the subordinated debt securities may be limited to direct monetary damages, if any. In addition, only the trustee or the holders of a majority in principal amount of the outstanding subordinated debt securities, if the trustee fails to institute such a proceeding, may institute a proceeding against us on account of any such breach. The Subordinated Indenture will not require the trustee to take any action in case of such a breach (other than to give notice of default under specified circumstances) unless so directed by holders.
Within 90 days after a default, the trustee must give to the holders of the subordinated debt securities notice of all uncured and unwaived defaults by us known to it. However, except in the case of default in payment, the trustee may withhold such notice if it determines that such withholding is in the interest of the holders of the subordinated debt securities.
Holders of the subordinated debt securities may not themselves institute a proceeding against us on account of a Covenant Default unless, among other things, the trustee fails to institute such a proceeding, subject to the terms of the Subordinated Indenture. However, the holders of a majority in principal amount of the subordinated debt securities may direct the trustee to bring such a proceeding if a Covenant Default continues for a period of 90 days after delivery of specified notice to us from the trustee or to us and the trustee from the holders of a majority in principal amount of the subordinated debt securities, subject to the terms of the Subordinated Indenture. The Subordinated Indenture defines a “Covenant Default” as the failure to perform any covenant or warranty in the Subordinated Indenture for 90 days after we have received written notice of the failure to perform in the manner specified in the Subordinated Indenture. Notwithstanding the foregoing, holders will have an absolute right to receive payment of the principal of or premium, if any, and interest on, their subordinated debt securities when due, and to institute suit to enforce any such payment. The Subordinated Indenture will not require the trustee to take any action in case of such a breach (other than to give notice of default under specified circumstances) unless so directed by holders.
The Subordinated Indenture contains a provision entitling the trustee to be indemnified to its reasonable satisfaction by the holders before exercising any right or power under the Subordinated Indenture at the request of any of the holders. The Subordinated Indenture provides that the holders of a majority in principal amount of the outstanding subordinated debt securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred upon the trustee with respect to the subordinated debt securities of that series. The right of a holder to institute a proceeding with respect to the Subordinated Indenture is subject to certain conditions precedent including notice and indemnity to the trustee. However, the holder has an absolute right to receipt of principal and premium, if any, at Stated Maturity and interest on any overdue principal and interest or to institute suit for the enforcement thereof.
The holders of not less than a majority in principal amount of the outstanding subordinated debt securities of any series under the Subordinated Indenture may on behalf of the holders of all the subordinated debt securities of that series waive any past defaults, except a default in payment of the principal of or premium, if any, or interest, if any, on any subordinated debt security of that series and a default in respect of a covenant or provision of the Subordinated Indenture that cannot be amended or modified without the consent of the holder of each subordinated debt security affected.
We are required by the Subordinated Indenture to furnish to the trustee annual statements as to the fulfillment of our obligations under the Subordinated Indenture.
Consolidation, Merger, Transfer of Assets
The Subordinated Indenture provides that, unless we are the surviving corporation, we may not consolidate with or merge into another person or convey, transfer or lease all or substantially all of our properties and assets to any person or group or permit any person to consolidate with or merge into us or convey, transfer or lease all or substantially all of its properties and assets to us unless:
 
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(1)
such person is a corporation, partnership or trust organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes, by a supplemental indenture, the due and punctual payment of the principal of (and premium, if any) and interest on all subordinated debt securities under the Subordinated Indenture (including the subordinated debt securities we may offer hereby and by any accompanying supplement) and the performance of every one of our covenants in the Subordinated Indenture;
(2)
immediately after giving effect to such transaction, and treating any indebtedness which becomes our obligation as a result of such transaction as having been incurred by us at the time of such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and
(3)
the Company has delivered to the trustee certain required documentation.
 
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DESCRIPTION OF PREFERRED SHARES
General
The following briefly summarizes certain of the material terms of our preferred shares. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement together with the certificate of designation relating to that series and our amended and restated certificate of incorporation (which will be filed with the SEC) for a more detailed description of a particular series of preferred shares and other provisions that may be important to you. 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.
Under our amended and restated certificate of incorporation, we are authorized to issue 20,000,000 preferred shares, par value $1.662∕3 per share. As at December 31, 2023, we had outstanding 1,600 shares of Series D Preferred Stock. Our Board of Directors is authorized to issue our preferred shares from time to time in one or more series with such designations, voting powers, dividend rates, rights of redemption, conversion rights or other special rights, preferences and limitations as may be stated in resolutions adopted by our Board of Directors.
The preferred shares will have the dividend, liquidation and voting rights set forth below unless otherwise provided in an accompanying supplement relating to a particular series of preferred shares. You should read an accompanying supplement relating to the particular series of the preferred shares being offered for specific terms, including:

the title and number of shares offered and liquidation preference per share;

the price per share;

the dividend rate, the dates on which dividends will be payable, the conditions under which dividends will be payable or the method of determining that rate, dates and conditions;

whether dividends will be cumulative or non-cumulative and, if cumulative, the dates from which dividends will begin to accumulate;

whether dividends are participating or non-participating;

any redemption, sinking fund or analogous provisions;

any conversion or exchange provisions;

whether we have elected to offer depositary shares with respect to the preferred shares, as described below under “Depositary Shares”;

whether the preferred shares will have voting rights, in addition to the voting rights described below, and, if so, the terms of those voting rights; and

any additional dividend, liquidation, redemption, sinking fund or other rights, preferences, privileges, limitations and restrictions.
When issued, the preferred shares will be fully paid and nonassessable.
Dividend Rights
All preferred shares will be of equal rank with each other regardless of series. If the stated dividends or the amounts payable on liquidation are not paid in full, the preferred shares of all series will share ratably in the payment of dividends and in any distribution of assets. All preferred shares will have dividend rights prior to the dividend rights of the common shares.
Rights Upon Liquidation
Unless otherwise specified in an accompanying supplement, in the event of a liquidation, each series of the preferred shares will rank on an equal basis with all other outstanding preferred shares and prior to the common stock as to dividends and distributions.
 
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Voting Rights
Except as described below, the holders of preferred shares have no voting rights, other than as may be required by law. Whenever dividends payable on the preferred shares of any series will be in arrears in an aggregate amount at least equal to six full quarterly dividends on that series, the holders of the outstanding preferred shares of all series will have the special right, voting separately as a single class, to elect two directors at the next succeeding annual meeting of shareholders. Subject to the terms of any outstanding series of preferred shares, the holders of common stock and the holders of one or more series of preferred shares then entitled to vote will have the right, voting as a single class, to elect the remaining authorized number of directors.
At each meeting of shareholders at which the holders of the preferred shares will have this special right, the presence in person or by proxy of the holders of record of one-third of the total number of the preferred shares of all series then issued and outstanding will constitute a quorum of that class. Each director elected by the holders of the preferred shares of all series will hold office until the annual meeting of shareholders next succeeding that election and until that director’s successor, if any, is elected by those holders and qualified or until the death, resignation or removal of that director in the manner provided in our by-laws. A director elected by the holders of the preferred shares of all series may only be removed without cause by those holders. In case any vacancy will occur among the directors elected by the holders of the preferred shares of all series, that vacancy may be filled for the unexpired portion of the term by vote of the remaining directors elected by such shareholders, or that director’s successor in office. If such vacancy occurs more than 90 days prior to the first anniversary of the next preceding annual meeting of shareholders, the vacancy may be filled by the vote of those shareholders taken at a special meeting of those shareholders called for that purpose. Whenever all arrears of dividends on the preferred shares of all series will have been paid and dividends for the current quarterly period will have been paid or declared and provided for, the right of the holders of the preferred shares of all series to elect two directors will terminate at the next succeeding annual meeting of shareholders.
The consent of the holders of at least two-thirds of the outstanding preferred shares voting separately as a single class will be required for:

the authorization of any class of shares ranking prior to the preferred shares as to dividends or upon liquidation, dissolution or winding up;

an increase in the authorized amount of any class of shares ranking prior to the preferred shares; or

the authorization of any amendment to our restated certificate of incorporation or by-laws that would adversely affect the relative rights, preferences or limitations of the preferred shares. If any such amendment will adversely affect the relative rights, preferences or limitations of one or more, but not all, of the series of preferred shares then outstanding, the consent of the holders of at least two-thirds of the outstanding preferred shares of the several series so affected will be required in lieu of the consent of the holders of at least two-thirds of the outstanding preferred shares of all series.
In any case in which the holders of the preferred shares will be entitled to vote separately as a single class, each holder of preferred shares of any series will be entitled to one vote for each such share held.
 
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DESCRIPTION OF DEPOSITARY SHARES
The following briefly summarizes certain of the material terms of our depositary receipts. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement together with the deposit agreement and depositary receipts relating to each series of preferred shares filed with the SEC in connection with the offering of that series of depositary receipts. The description of any depositary receipts we offer in an accompanying supplement will be qualified in its entirety by reference to the applicable deposit agreement and depository receipt (which will be filed with the SEC if we offer depositary receipts). 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.
We may elect to offer fractional interests in preferred shares rather than preferred shares, with those rights and subject to the terms and conditions that we may specify in an accompanying supplement. If we do, we will select a depositary that will issue to the public receipts for depositary shares, each of which will represent fractional interests of a particular series of preferred shares. These depositary receipts will be distributed in accordance with the terms of the offering described in an accompanying supplement.
The depositary will be a bank or trust company that has its principal office in the United States. We will deposit the preferred shares underlying the depositary shares with the depositary under the terms of a separate deposit agreement. An accompanying supplement relating to a series of depositary shares will set forth the name and address of the depositary.
 
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DESCRIPTION OF COMMON SHARES
The following briefly summarizes certain of the material terms of our common shares. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement for a more detailed description of a particular series of common shares and other provisions that may be important to you. We may periodically issue other securities that can be exercised, converted or exchanged into common shares. The following description of the common shares does not purport to be complete and is subject to, and qualified in its entirety by reference to the applicable provisions of the New York Business Corporation Law (the “B.C.L.”), our amended and restated certificate of incorporation and our by-laws. 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.
We are authorized to issue up to 3,600,000,000 common shares, par value $0.20 each.
Dividends.   Subject to the prior rights of holders of any preferred shares, holders of common shares are entitled to receive dividends when, as and if declared by our Board of Directors out of funds legally available for that purpose.
Liquidation Rights.   In the event of our liquidation, dissolution or winding up, after the satisfaction in full of the liquidation preferences of holders of any preferred shares, holders of common shares are entitled to ratable distribution of the remaining assets available for distribution to shareholders.
Voting Rights.   Each common share is entitled to one vote on all matters submitted to a vote of shareholders. Holders of the common shares do not have cumulative voting rights.
No Redemption Provisions.   The common shares are not subject to redemption by operation of a sinking fund or otherwise.
No Preemptive Rights.   Holders of common shares are not entitled to preemptive rights.
No Assessment.   The issued and outstanding common shares are fully paid and non-assessable.
Transfer Agent and Registrar.   The transfer agent and registrar for the common shares is Computershare.
Certain provisions of our amended and restated certificate of incorporation and our by-laws as well as the B.C.L. may have the effect of encouraging persons considering unsolicited tender offers or unilateral takeover proposals for us to negotiate with the Board of Directors and could thereby have an effect of delaying, deferring or preventing a change in control. These provisions include:
Authorized But Unissued Shares.   The authorized but unissued common shares could be issued without stockholder approval in transactions that might prevent or render more difficult or costly the completion of a takeover transaction. In this regard, our amended and restated certificate of incorporation grants the Board of Directors broad corporate power to establish the rights and preferences of preferred stock, one or more classes or series of which could be issued which would entitle holders to exercise rights which could have the effect of impeding a takeover, including rights to convert or exchange the stock into common shares or other securities or to demand redemption of the stock at a specified price under prescribed circumstances related to a change of control.
Advance Notice By-law.   Under our by-laws, written notice of any proposal to be presented by any shareholder or any person to be nominated by any shareholder for election as a director must be received by our corporate secretary at our principal executive offices not less than 90 nor more than 120 days prior to the anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is not within 25 days before or after such anniversary date, such notice must be received not later than 10 days following the day on which the date of the meeting is first disclosed to the shareholders or publicly, whichever occurs first.
 
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Anti-Takeover Provisions under New York Law.   We are subject to Section 912 of the New York B.C.L. With specified exemptions, this statute prohibits a New York corporation listed on a national securities exchange from engaging in a business combination (as defined in Section 912(a)(5)) with an interested stockholder (generally, a person that, together with its affiliates and associates, owns 20 percent or more of the corporation’s voting stock) for a period of five years after the date of the transaction in which the person became an interested stockholder.
 
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DESCRIPTION OF SECURITIES WARRANTS
The following briefly summarizes certain of the material terms of our securities warrants. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement for a more detailed description of a particular series of securities warrants and other provisions that may be important to you. The description of any securities warrants we offer in an accompanying supplement will be qualified in its entirety by reference to the applicable warrant agreement and warrant certificate (which will be filed with the SEC if we offer securities warrants). 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.
We may issue warrants for the purchase of:

debt securities;

preferred shares;

depositary shares;

common shares; or

equity securities issued by one of our affiliated or unaffiliated corporations or other entities.
Each securities warrant will entitle the holder to purchase for cash the amount of securities at the exercise price stated or determinable in an accompanying supplement for the securities warrants. We may issue these securities warrants independently or together with any other securities offered by any accompanying supplement. The securities warrants may be attached to or separate from those securities. Each series of securities warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the securities warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of such securities warrants.
An accompanying supplement relating to any securities warrants that we may offer will contain the specific terms of the securities warrants. These terms will include some or all of the following:

the title and aggregate number of the securities warrants;

the price or prices at which the securities warrants will be issued;

the currency or currencies or currency unit or units in which the price of the securities warrants may be payable;

the designation, aggregate principal amount and terms of the securities purchasable upon exercise of the securities warrants;

the designation and terms of the other securities, if any, with which the securities warrants are to be issued and the number of the securities warrants issued with each other security;

the currency or currencies or currency unit or units in which the principal of or any premium or interest on the securities purchasable upon exercise of the securities warrant will be payable;

if applicable, the date on and after which the securities warrants and the related securities will be separately transferable;

the price at which and currency or currencies or currency unit or units in which the securities purchasable upon exercise of the securities warrants may be purchased;

the date on which the right to exercise the securities warrants will commence and the date on which that right will expire;

the minimum or maximum amount of the securities warrants which may be exercised at any one time;

information with respect to book-entry procedures, if any;
 
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a discussion of any material U.S. federal income tax considerations applicable to the exercise of the securities warrants; and

any other terms of the securities warrants, including terms, procedures and limitations relating to the exchange and exercise of the securities warrants.
 
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DESCRIPTION OF OTHER WARRANTS
The following briefly summarizes certain of the material terms of certain potential other warrants. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement for a more detailed description of a particular series of warrants and other provisions that may be important to you. The description of any other warrants we offer in an accompanying supplement will be qualified in its entirety by reference to the applicable warrants agreement and warrant certificate (which will be filed with the SEC if we offer other warrants). 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.
We may issue other warrants to buy or sell:

debt securities of or guaranteed by the United States;

units of a stock index or stock basket;

a commodity; or

a unit of a commodity index or another item or unit of an index.
We refer to the property in the above clauses as the warrant property. Other warrants will be settled either through physical delivery of the warrant property or through payment of a cash settlement value as set forth in an accompanying supplement. Other warrants will be issued under a warrant agreement to be entered into between us and a warrant agent. The other warrant agent will act solely as our agent under the applicable other warrant agreement and will not assume any obligation or relationship of agency or trust for or with any holder or beneficial owner of such other warrants.
An accompanying supplement relating to any other warrants that we may offer will contain the specific terms of the other warrants. These terms will include some or all of the following:

the title and aggregate number of the other warrants;

the offering price of the other warrants;

the material risk factors of the other warrants;

the warrant property of the other warrants;

the procedures and conditions relating to the exercise of the other warrants;

the date on which the right to exercise the other warrants will commence and the date on which that right will expire;

the identity of the other warrant agent for the other warrants;

whether the certificates evidencing the other warrants will be issuable in definitive registered form or global form or both;

a discussion of any material U.S. federal income tax considerations applicable to the exercise of the other warrants; and

any other terms of the other warrants, including any terms that may be required or advisable under applicable law.
The other warrants may entail significant risks, including, without limitation, the possibility of significant fluctuations in the market for the applicable warranty property, potential illiquidity in the secondary market and the risk that they will expire worthless. These risks will vary depending on the particular terms of the other warrants and will be more fully described in an accompanying supplement.
 
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DESCRIPTION OF UNITS
The following briefly summarizes certain of the material terms of our units. Other pricing and related terms will be disclosed in an accompanying supplement. You should read any accompanying supplement for a more detailed description of a particular series of units and other provisions that may be important to you. The description of any units we offer in an accompanying supplement will be qualified in its entirety by reference to the applicable unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units (which will be filed with the SEC if we offer units). 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.
We may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations of third parties, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
An accompanying supplement relating to any units that we may offer will contain the specific terms of the units. These terms will include some or all of the following:

the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

whether the units will be issued in fully registered or global form.
 
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DESCRIPTION OF GUARANTEES
The following briefly summarizes certain of the material terms of our guarantees. Other terms will be disclosed in an accompanying supplement. You should read any accompanying supplement for a more detailed description of the guarantees offered and other provisions that may be important to you. The description of any guarantees we offer in the accompanying supplement will be qualified in its entirety by reference to the applicable guarantee (which will be filed with the SEC if we offer guarantees). 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.
We may offer guarantees, including for debt securities of subsidiaries, for consideration that may include cash, consents or exchanges of existing securities. Except as otherwise described in an accompanying supplement, each guarantee will be a full and unconditional guarantee of the prompt payment, when due, of any amount owed to the holders of the debt securities of our subsidiaries, and any other amounts due pursuant to any indenture, fiscal agency agreement or other contract governing such debt securities. We will describe the particular terms of any guarantee we offer in the accompanying supplement, which may add, update or change the information on guarantees set forth herein.
 
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ERISA CONSIDERATIONS
A fiduciary of a pension, profit-sharing or other employee benefit plan governed by the Employee Retirement Income Security Act of 1974, as amended, to which we refer as ERISA, should consider the fiduciary standards of ERISA in the context of the ERISA plan’s particular circumstances before authorizing an investment in the offered securities. Among other factors, the fiduciary should consider whether such an investment is in accordance with the documents governing the ERISA plan and whether the investment is appropriate for the ERISA plan in view of its overall investment policy and diversification of its portfolio.
Certain provisions of ERISA and the Internal Revenue Code of 1986, as amended, to which we refer as the “Code,” prohibit employee benefit plans (as defined in Section 3(3) of ERISA) that are subject to Title I of ERISA, plans described in Section 4975(e)(1) of the Code (including, without limitation, retirement accounts and Keogh Plans), and entities whose underlying assets include Plan Assets by reason of a plan’s investment in such entities (including, without limitation, as applicable, insurance company general accounts), from engaging in certain transactions involving “Plan Assets” with parties that are “Parties in Interest” under ERISA or “Disqualified Persons” under the Code with respect to the plan or entity. Governmental and other plans that are not subject to ERISA or to the Code may be subject to similar restrictions under non-U.S. federal, state or local law (“Similar Law”). Any employee benefit plan or other entity, to which such provisions of ERISA, the Code or Similar Law apply, proposing to acquire the offered securities should consult with its legal counsel.
We, directly or through our affiliates, may be considered a “party in interest” or a “disqualified person” to a large number of plans. A purchase of offered securities by any such plan would be likely to result in a prohibited transaction between us and the plan.
Accordingly, unless otherwise provided in an accompanying supplement, offered securities may not be purchased, held or disposed of by any plan or any other person investing “Plan Assets” of any plan that is subject to the prohibited transaction rules of ERISA or Section 4975 of the Code or other Similar Law, unless one of the following statutory exemptions, Prohibited Transaction Class Exemptions, to which we refer as PTCE, issued by the United States Department of Labor or a similar exemption or exception applies to such purchase, holding and disposition:

PTCE 96-23 for transactions determined by in-house asset managers;

PTCE 95-60 for transactions involving insurance company general accounts;

PTCE 91-38 for transactions involving bank collective investment funds;

PTCE 90-1 for transactions involving insurance company separate accounts; or

PTCE 84-14 for transactions determined by independent qualified professional asset managers.
In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide an exemption for the purchase and sale of securities and related lending transactions, provided that neither the issuer of the securities nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any plan involved in the transaction, and provided further that the plan pays no more than “Adequate Consideration” in connection with the transaction (the “Service Provider Exemption”).
Unless otherwise provided in an accompanying supplement, any purchaser of the offered securities or any interest therein will be deemed to have represented and warranted to us on each day including the dates of its purchase of the offered securities through and including the date of disposition of such offered securities that either:
(a)
it is not a plan subject to Title I of ERISA or Section 4975 of the Code and is not purchasing securities or interest therein on behalf of, or with “Plan Assets” of, any such plan;
(b)
its purchase, holding and disposition of such securities are not and will not be prohibited because they are exempt from the prohibited transaction provisions of ERISA and the Code by one or more of the following prohibited transaction exemptions: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14, the Service Provider Exemption, or another applicable exemption; or
 
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(c)
it is a governmental plan (as defined in Section 3 of ERISA) or other plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code and its purchase, holding and disposition of such securities are not otherwise prohibited under any Similar Law.
Due to the complexity of these rules and the penalties imposed upon persons involved in prohibited transactions, it is important that any person considering the purchase of the offered securities with Plan Assets consult with its legal counsel regarding the consequences under ERISA and the Code, or other Similar Law, of the acquisition and ownership of offered securities and the availability of exemptive relief under the exemptions listed above.
Please consult an accompanying supplement for further information with respect to a particular offering of securities.
 
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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF DEBT SECURITIES
The following is a summary of the material U.S. federal income tax considerations that may be relevant to a holder of a debt security.
This summary is based on provisions of the Code, applicable Treasury regulations, laws, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. This summary deals only with beneficial owners of debt securities that will hold debt securities as capital assets. This summary does not address particular tax considerations that may be applicable to investors that are subject to special tax rules, such as banks, tax-exempt entities, insurance companies, regulated investment companies, dealers in securities or currencies, traders in securities electing to mark to market, persons that will hold notes as a position in a “straddle” or conversion transaction, or as part of a “synthetic security” or other integrated financial transaction, entities or arrangements taxed as partnerships or the partners therein, U.S. expatriates, nonresident alien individuals present in the United States for more than 182 days in a taxable year, or U.S. persons that have a “functional currency” other than the U.S. dollar.
This summary addresses only U.S. federal income tax consequences, and does not address consequences arising under state, local, foreign tax laws, any alternative minimum tax or the Medicare tax on net investment income or under special timing rules prescribed under section 451(b) of the Code. Investors should consult their own tax advisors in determining the tax consequences to them of holding debt securities under such tax laws, as well as the application to their particular situation of the U.S. federal income tax considerations discussed below.
This summary only addresses debt securities that are denominated in U.S. dollars and that are properly classified as indebtedness for U.S. federal income tax purposes. The U.S. federal income tax considerations that may be relevant to a holder of any other type of security will be discussed separately in an accompanying supplement.
As used herein, a “U.S. holder” is a beneficial owner of a debt security that, for U.S. federal income tax purposes, is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income taxation on a net income basis in respect of the debt security. A “Non-U.S. holder” is a beneficial owner of a debt security that is an individual, corporation, foreign estate, or foreign trust that is not a U.S. holder.
U.S. Holders
Payments of Interest.   Payments of “Qualified Stated Interest” ​(as defined below under “Original Issue Discount”) on a debt security, but excluding any pre-issuance accrued interest, will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is actually or constructively received, in accordance with the holder’s method of accounting for U.S. federal income tax purposes.
Original Issue Discount.   If debt securities are issued at a discount from their Stated Redemption Price at Maturity (as defined below), and the discount is equal to or more than the product of one-fourth of one percent (0.25 percent) of the Stated Redemption Price at Maturity of such debt securities multiplied by the number of full years to their maturity, such debt securities will be “Original Issue Discount Notes.” The difference between the issue price and the Stated Redemption Price at Maturity of such debt securities will be the OID. The “Issue Price” of a debt security will be the first price at which a substantial amount of the debt securities is sold to the public (i.e., excluding sales of the debt securities to underwriters, placement agents, wholesalers, or similar persons). The “Stated Redemption Price at Maturity” will include all payments under a debt security other than payments of Qualified Stated Interest. The term “Qualified Stated Interest” generally means stated interest that is unconditionally payable in cash or property (other than debt instruments issued by the Issuer) at least annually during the entire term of the debt security at a single fixed interest rate or, subject to certain conditions, based on one or more interest indices. If a debt security provides for a scheduled accrual period that is longer than one year (for example, as a result of a long initial period on a debt security with interest is generally paid on an annual basis), then stated interest on the debt security will not qualify as “Qualified Stated Interest” under the applicable Treasury Regulations. As a result, the debt security would be an Original Issue Discount Note.
 
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U.S. holders of Original Issue Discount Notes generally will be subject to special tax accounting rules for obligations issued with OID. U.S. holders of such debt securities should be aware that, as described in greater detail below, they generally must include OID in ordinary gross income for U.S. federal income tax purposes as it accrues, in advance of the receipt of cash attributable to that income.
In general, each U.S. holder of an Original Issue Discount Note, regardless of whether the holder uses the cash or the accrual method of tax accounting, will be required to include in ordinary gross income the sum of the “daily portions” of OID on the debt security for all days during the taxable year that the U.S. holder owns the debt security. The daily portions of OID on an Original Issue Discount Note are determined by allocating to each day in any accrual period a ratable portion of the OID allocable to that accrual period. Accrual periods may be any length and may vary in length over the term of an Original Issue Discount Note, provided that no accrual period is longer than one year and each scheduled payment of principal or interest occurs on either the final day or the first day of an accrual period. In the case of an initial holder, the amount of OID on an Original Issue Discount Note allocable to each accrual period is determined by (a) multiplying the “Adjusted Issue Price” ​(as defined below) of the Original Issue Discount Note at the beginning of the accrual period by its yield to maturity (appropriately adjusted to reflect the length of the accrual period) and (b) subtracting from that product the amount (if any) of Qualified Stated Interest allocable to that accrual period. The “yield to maturity” of a debt security is the discount rate that causes the present value of all payments on the debt security as of its original date of issue to equal the issue price of the debt security. The “Adjusted Issue Price” of an Original Issue Discount Note at the beginning of any accrual period will generally be the sum of its issue price (generally including accrued interest, if any) and the amount of OID allocable to all prior accrual periods, reduced by the amount of all payments other than payments of Qualified Stated Interest (if any) made with respect to the debt security in all prior accrual periods. As a result of this “constant yield” method of including OID in income, the amounts includible in income by a U.S. holder in respect of an Original Issue Discount Note denominated in U.S. dollars generally are lesser in the early years and greater in the later years than the amounts that would be includible on a straight-line basis.
A U.S. holder generally may make an irrevocable election to include in its income its entire return on a debt security (i.e., the excess of all remaining payments to be received on the debt security, including payments of Qualified Stated Interest, over the amount paid by the U.S. holder for the debt security) under the constant-yield method described above. For debt securities purchased at a premium or bearing market discount in the hands of the U.S. holder, the U.S. holder making such election will also be deemed to have made the election (discussed below in “— Premium and Market Discount”) to amortize premium or to accrue market discount in income currently on a constant-yield basis.
A subsequent U.S. holder of an Original Issue Discount Note that purchases the debt security at a cost less than its Remaining Redemption Amount (as defined below), or an initial U.S. holder that purchases an Original Issue Discount Note at a price other than the debt security’s issue price, also generally will be required to include in gross income the daily portions of OID, calculated as described above. However, if the U.S. holder acquires the Original Issue Discount Note at a price greater than its Adjusted Issue Price, the holder is required to reduce its periodic inclusions of OID income to reflect the premium paid over the Adjusted Issue Price. The “Remaining Redemption Amount” for a debt security is the total of all future payments to be made on the debt security other than payments of Qualified Stated Interest.
Variable Rate Debt Instruments.   The following discussion applies only to floating-rate debt securities that are treated as variable rate debt instruments for U.S. federal income tax purposes (“VRDIs”).
Stated interest on a VRDI that provides for a single variable rate (a “Single-Rate VRDI”) will be treated as Qualified Stated Interest and will be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received, in accordance with the U.S. holder’s method of tax accounting. If the stated principal amount of a Single-Rate VRDI exceeds its issue price by at least a specified de minimis amount, this excess will be treated as OID that a U.S. holder must include in income as it accrues in accordance with a constant-yield method based on compounding of interest before the receipt of cash payments attributable to this income (as described above under “— Original Issue Discount”). If a VRDI provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate and the variable rate on the date of issue is intended to approximate the fixed rate (which will be presumed if the value of the
 
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variable rate on the date of issue does not differ from the value of the fixed rate by more than 0.25%), the two rates will be treated for purposes of this and the next paragraph as a single variable rate.
This discussion refers to VRDIs that provide for (i) multiple variable rates or (ii) one or more variable rates and a single fixed rate as “multiple-rate VRDIs.” Under applicable Treasury regulations, in order to determine the amount of Qualified Stated Interest and OID in respect of multiple-rate VRDIs, an Equivalent Fixed-Rate Debt Instrument must be constructed. The Equivalent Fixed-Rate Debt Instrument is constructed in the following manner: (i) first, if the multiple-rate VRDI contains a fixed rate, that fixed rate is converted to a variable rate that preserves the fair market value of the note and (ii) second, each variable rate (including a variable rate determined under (i) above) is converted to a fixed rate substitute (which will generally be the value of that variable rate as of the date of issue of the multiple-rate VRDI) (the “Equivalent Fixed-Rate Debt Instrument”). The rules discussed in “— Original Issue Discount” are then applied to the Equivalent Fixed-Rate Debt Instrument to determine the amount, if any, of OID and the timing of accrual of any OID. A U.S. holder will be required to include the OID in income for federal income tax purposes as it accrues, in accordance with a constant-yield method based on compounding of interest, as described above under “— Original Issue Discount.” Qualified Stated Interest on a multiple-rate VRDI will generally be taxable to a U.S holder as ordinary interest income at the time it accrues or is received, in accordance with the U.S. holder’s method of tax accounting. If a multiple-rate VRDI is not issued with OID, all stated interest on the multiple-rate VRDI will be treated as Qualified Stated Interest.
If the amount of interest a U.S. holder receives in a calendar year is greater than the interest assumed to be paid or accrued under the Equivalent Fixed-Rate Debt Instrument, the excess is generally treated as additional Qualified Stated Interest taxable to the U.S. holder as ordinary income. Otherwise, any difference will generally reduce the amount of Qualified Stated Interest a U.S. holder is treated as receiving and will therefore reduce the amount of ordinary income the U.S. holder is required to take into income.
If a Floating Rate Debt Security does not qualify as a VRDI, the debt security will be subject to special rules (the “Contingent Payment Regulations”) that govern the tax treatment of debt obligations that provide for contingent payments (“Contingent Debt Obligations”). A detailed description of the tax considerations relevant to U.S. holders of any such debt securities will be provided in the accompanying supplement.
Sale, Exchange and Retirement of Debt Securities.   Upon the sale, exchange or retirement of a debt security, a U.S. holder generally will recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement (less any amount that is attributable to accrued Qualified Stated Interest, which will be taxable as such) and the U.S. holder’s tax basis in such debt security. A U.S. holder’s tax basis in a debt security will generally equal the cost of the debt security to such U.S. holder, increased by any amounts includible in income by the holder as OID and market discount and reduced by any amortized premium (each as described below) and any payments other than Qualified Stated Interest made on a debt security. Except as discussed below with respect to market discount and Short-Term Notes (as defined below), gain or loss recognized by a U.S. holder generally will be long-term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of disposition. Long-term capital gains recognized by certain non-corporate U.S. holders (including an individual U.S. holder) generally are subject to tax at a lower rate than short-term capital gains or ordinary income. The deduction of capital losses is subject to limitations.
Premium and Market Discount.   A U.S. holder of a debt security that purchases the debt security at a cost greater than its Remaining Redemption Amount (as defined under “Original Issue Discount,” above) will be considered to have purchased the debt security at a premium, and may elect to amortize the premium (as an offset to interest income), using a constant-yield method, over the remaining term of the debt security. Such election, once made, generally applies to all bonds held or subsequently acquired by the U.S. holder on or after the first taxable year to which the election applies and may not be revoked without the consent of the IRS. A U.S. holder that elects to amortize the premium must reduce its tax basis in a debt security by the amount of the premium amortized during its holding period. Original Issue Discount Notes purchased at a premium will not be subject to the OID rules described above. With respect to a U.S. holder that does not elect to amortize bond premium, the amount of bond premium will be included in the U.S. holder’s tax basis when the debt security matures or is disposed of by the U.S. holder. Therefore, a U.S. holder that does not elect to amortize such premium and that holds the debt security to maturity generally will be required to treat the premium as capital loss when the debt security matures.
 
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If a U.S. holder of a debt security purchases the debt security at a price that is lower than its Remaining Redemption Amount, or in the case of an Original Issue Discount Note, a price that is lower than its Adjusted Issue Price, by at least 0.25% of its Remaining Redemption Amount multiplied by the number of remaining whole years to maturity, the debt security will be considered to have “market discount” in the hands of such U.S. holder. In such case, gain realized by the U.S. holder on the disposition of the debt security generally will be treated as ordinary income to the extent of the market discount that accrued on the debt security while held by the U.S. holder. In addition, the U.S. holder could be required to defer the deduction of a portion of the interest paid on any indebtedness incurred or maintained to purchase or carry the debt security. In general terms, market discount on a debt security will be treated as accruing ratably over the term of the debt security, or, at the election of the holder, under a constant-yield method.
A U.S. holder may elect to include market discount in income on a current basis as it accrues (on either a ratable or constant-yield basis), in lieu of treating a portion of any gain realized on a sale of a debt security as ordinary income. If a U.S. holder elects to include market discount on a current basis, the interest deduction deferral rule described above will not apply. Any such election, if made, applies to all market discount bonds acquired by the taxpayer on or after the first day of the first taxable year to which such election applies and is revocable only with the consent of the IRS.
Short-Term Notes.   The rules set forth above will also generally apply to debt securities having maturities of not more than one year (“Short-Term Notes”), but with certain modifications.
First, applicable Treasury Regulations treat none of the interest on a Short-Term Note as Qualified Stated Interest. Thus, all Short-Term Notes will be Original Issue Discount Notes. OID will be treated as accruing on a Short-Term Note ratably, or at the election of a U.S. holder, under a constant yield method.
Second, a U.S. holder of a Short-Term Note that uses the cash method of tax accounting and is not a bank, securities dealer, regulated investment company or common trust fund, and does not identify the Short-Term Note as part of a hedging transaction, will generally not be required to include OID in income on a current basis. Such a U.S. holder may not be allowed to deduct all of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry such Note until the Maturity of the debt security or its earlier disposition in a taxable transaction. In addition, the U.S. holder will be required to treat any gain realized on a sale, exchange or retirement of the debt security as ordinary income to the extent such gain does not exceed the OID accrued with respect to the debt security during the period the U.S. holder held the debt security. Notwithstanding the foregoing, a cash-basis U.S. holder of a Short-Term Note may elect to accrue OID into income on a current basis or to accrue the “acquisition discount” on the debt security under the rules described below. If the U.S. holder elects to accrue OID or acquisition discount, the limitation on the deductibility of interest described above will not apply.
A U.S. holder using the accrual method of tax accounting and certain cash-basis U.S. holders (including banks, securities dealers, regulated investment companies and common trust funds) generally will be required to include OID on a Short-Term Note in income on a current basis. Alternatively, a U.S. holder of a Short-Term Note can elect to accrue the “acquisition discount,” if any, with respect to the debt security on a current basis. If such an election is made, the OID rules will not apply to the debt security. Acquisition discount is the excess of the Short-Term Note’s Stated Redemption Price at Maturity (i.e., all amounts payable on the Short-Term Note) over the purchase price. Acquisition discount will be treated as accruing ratably or, at the election of the U.S. holder, under a constant-yield method based on daily compounding.
Finally, the market discount rules will not apply to a Short-Term Note.
Indexed Notes and Other Notes Providing for Contingent Payments.   The Contingent Payment Regulations, which govern the tax treatment of Contingent Debt Obligations, generally require accrual of interest income on a constant-yield basis in respect of such obligations at a yield determined at the time of their issuance, and may require adjustments to such accruals when any contingent payments are made. A detailed description of the tax considerations relevant to U.S. holders of any Contingent Debt Obligations will be provided in the accompanying supplement.
Non-U.S. Holders
Payments of Interest.   Subject to the discussions below under “— FATCA” and “— Information Reporting and Backup Withholding,” payments of interest on the debt securities to a Non-U.S. holder
 
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generally will be exempt from withholding of U.S. federal income tax under the portfolio interest exemption provided that (i) the Non-U.S. holder properly certifies as to its foreign status by providing a properly executed IRS Form W-8BEN or W-8BEN-E (or appropriate substitute form) to the applicable withholding agent; (ii) the Non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of our stock entitled to vote; and (iii) the Non-U.S. holder is not a controlled foreign corporation that is related to us actually or constructively through stock ownership.
Sale, Exchange and Retirement of Debt Securities.   Subject to the discussion below under “Information Reporting and Backup Withholding,” a Non-U.S. holder generally will not be subject to U.S. federal income tax on gain recognized on a sale, exchange or retirement of debt securities (but excluding any amount that is attributable to accrued interest, which will be taxable to such Non-U.S. holder as described above under “Non-U.S. Holders - Payments of Interest”).
FATCA.   Under the U.S. tax rules known as the Foreign Account Tax Compliance Act (“FATCA”), a Non-U.S. holder of notes will generally be subject to 30% U.S. withholding tax on interest payments on the debt securities if the Non-U.S. holder is not FATCA compliant, or holds its debt securities through a foreign financial institution that is not FATCA compliant. In order to be treated as FATCA compliant, a Non-U.S. holder must provide certain documentation (usually an IRS Form W-8BEN or W-8BEN-E) containing information about its identity, its FATCA status, and if required, its direct and indirect U.S. owners. These requirements may be modified by the adoption or implementation of an intergovernmental agreement between the United States and another country or by future U.S. Treasury Regulations. If any taxes are required to be deducted or withheld from any payments in respect of the debt securities as a result of a beneficial owner or intermediary’s failure to comply with the foregoing rules, no additional amounts will be paid on the debt securities as a result of the deduction or withholding of such tax.
Documentation that holders provide in order to be treated as FATCA compliant may be reported to the IRS and other tax authorities, including information about a holder’s identity, its FATCA status, and if applicable, its direct and indirect U.S. owners. Prospective investors should consult their own tax advisers about how information reporting and the possible imposition of withholding tax under FATCA may apply to their investment in the debt securities.
Information Reporting and Backup Withholding
Information returns will be filed with the IRS in connection with payments on the debt securities made to, and the proceeds of dispositions of debt securities effected by, certain U.S. holders. In addition, certain U.S. holders may be subject to backup withholding in respect of such amounts if they do not provide their taxpayer identification numbers in the manner required to the person from whom they receive payments. Non-U.S. holders may be required to comply with applicable certification procedures to establish that they are not U.S. holders in order to avoid the application of such information reporting requirements and backup withholding. The amount of any backup withholding from a payment to a U.S. or non-U.S. holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.
 
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PLAN OF DISTRIBUTION
We may sell the securities from time to time in one or more of the following ways:

to or through underwriters or dealers;

directly to one or more purchasers;

through agents; or

through a combination of any such methods of sale.
We may offer the securities at prices and on terms to be determined at or prior to the time of sale, including, in the case of guarantees, for consideration that may include consents or exchanges of existing securities. An accompanying supplement with respect to the offered securities will set forth the terms of the offering, including, if applicable:

the name or names of any underwriters or agents;

the purchase price of the offered securities and the proceeds to us from their sale;

any underwriting discounts or sales agents’ commissions and other items constituting underwriters’ or agents’ compensation;

any initial public offering price;

any discounts or concessions allowed or reallowed or paid to dealers; and

any securities exchanges on which those securities may be listed.
Only underwriters or agents named in an accompanying supplement are deemed to be underwriters or agents in connection with the securities offered thereby.
If underwriters are used in the sale, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase those securities will be subject to certain conditions precedent, and unless otherwise specified in an accompanying supplement, the underwriters will be obligated to purchase all the securities offered by an accompanying supplement if any of such securities are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
We may also sell securities directly or through agents we designate from time to time. Any agent involved in the offering and sale of the offered securities will be named in an accompanying supplement, and any commissions payable by us to that agent will be set forth in an accompanying supplement. Unless otherwise indicated in such accompanying supplement, any agent will be acting on a best efforts basis for the period of its appointment.
If so indicated in an accompanying supplement, we will authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase securities, which offers provide for payment and delivery on a future date specified in such accompanying supplement. The accompanying supplement may also specify limitations on the minimum amount that may be purchased by any such institutional investor or on the portion of the aggregate amount or aggregate number of the particular securities that may be sold pursuant to these arrangements.
Institutional investors to which offers may be made, when authorized, include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and such other institutions as may be approved by us. The obligations of any purchasers pursuant to delayed delivery and payment arrangements will only be subject to the condition that the purchase by an institution of the particular securities will not, at the time of delivery, be prohibited under the laws of any jurisdiction in the United States to which that institution is subject.
Underwriters will not have any responsibility in respect of the validity of these arrangements or the performance of us or institutional investors thereunder.
 
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In connection with an offering of securities, the underwriters may purchase and sell securities in the open market. These transactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves sales of securities in excess of the principal amount of securities to be purchased by the underwriters in an offering, which creates a short position for the underwriters. Covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions consist of certain bids or purchases of securities made for the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress. Any of these activities may have the effect of preventing or retarding a decline in the market price of the securities being offered. They may also cause the price of the securities being offered to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.
Underwriters and agents or their affiliates may engage in transactions with, or perform services for, us or our subsidiaries or affiliates in the ordinary course of business.
Underwriters and agents may be entitled under agreements entered into with us to indemnification by us against civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the underwriters or agents may be required to make in that respect.
To the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any securities in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.
Selling Restrictions
The securities offered by this prospectus and by any accompanying supplement may not be offered or sold, directly or indirectly, nor may this prospectus, any accompanying supplement or any other offering material in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus or any accompanying supplement come are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus and any such accompanying supplement. This prospectus and any accompanying supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus and any such accompanying supplement in any jurisdiction in which such an offer or a solicitation is unlawful.
The selling restrictions set forth below may apply to any debt securities offered by this prospectus and by any accompanying supplement, and may be further supplemented by any additional selling restrictions set forth in an accompanying supplement.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or other disclosure document (including as defined in the Corporations Act 2001 (Cth) (the “Corporations Act”)) has been or will be lodged with the Australian Securities and Investments Commission (“ASIC”) or any other governmental agency, in relation to any offering. This prospectus and any accompanying supplement do not constitute a prospectus, product disclosure statement or other disclosure document for the purposes of the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act. No action has been taken which would permit an offering of the debt securities in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act.
The debt securities may not be offered for sale, nor may application for the sale or purchase or any debt securities be invited in Australia (including an offer or invitation which is received by a person in Australia) and neither this prospectus or any accompanying supplement nor any other offering material or advertisement relating to the debt securities may be distributed or published in Australia unless, in each case:
(a)
the aggregate consideration payable on acceptance of the offer or invitation by each offeree or
 
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invitee is at least A$500,000 (or its equivalent in another currency, in either case, disregarding moneys lent by the person offering the debt securities or making the invitation or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or 7.9 of the Corporations Act;
(b)
the offer, invitation or distribution complied with the conditions of the Australian financial services license of the person making the offer, invitation or distribution or an applicable exemption from the requirement to hold such license;
(c)
the offer, invitation or distribution complies with all applicable Australian laws, regulations and directives (including, without limitation, the licensing requirements set out in Chapter 7 of the Corporations Act);
(d)
the offer or invitation does not constitute an offer or invitation to a person in Australia who is a “retail client” as defined for the purposes of Section 761G of the Corporations Act; and
(e)
such action does not require any document to be lodged with ASIC or the Australian Securities Exchange.
Notice to Prospective Investors in the European Economic Area
In relation to each member state of the European Economic Area (“EEA”), no debt securities, which are the subject of any offering contemplated by this prospectus and any accompanying supplement, have been offered, sold or otherwise made available or will be offered, sold or otherwise made available to any retail investor in the EEA. For the purposes of this provision:
(a)
the expression “retail investor” means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
(ii)
a customer within the meaning of the Directive (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii)
not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”); and
(b)
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of any offer and any debt securities to be offered so as to enable an investor to decide to purchase or subscribe for the debt securities.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the debt securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the debt securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This prospectus and any accompanying supplement have been prepared on the basis that any offer of the debt securities in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of any debt securities. Accordingly, any person making or intending to make an offer in that member state of debt securities which are the subject of any offering contemplated in this prospectus and any accompanying supplement may only do so in circumstances in which no obligation arises for the issuer or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer of the debt securities. Neither the issuer nor the underwriters have authorized, nor do they authorize, the making of any offer of the debt securities in circumstances in which an obligation arises for the issuer or the underwriters to publish or supplement a prospectus for any such offers of the debt securities. This prospectus and any accompanying supplement are not a prospectus for the purposes of the Prospectus Regulation.
 
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Notice to Prospective Investors in the UK
No debt securities, which are the subject of any offering contemplated by this prospectus and any accompanying supplement, have been offered, sold or otherwise made available or will be offered, sold or otherwise made available to any retail investor in the UK. For the purposes of this provision:
(a)
the expression “retail investor” means a person who is one (or more) of the following:
(i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or
(ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii)
not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA (the “UK Prospectus Regulation”); and
(b)
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of any offer and any debt securities to be offered so as to enable an investor to decide to purchase or subscribe for the debt securities.
Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the debt securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the debt securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This prospectus and any accompanying supplement have been prepared on the basis that any offer of the debt securities in the UK will be made pursuant to an exemption under the FSMA from the requirement to publish a prospectus for any offers of the debt securities. Accordingly, any person making or intending to make an offer in the UK of any debt securities which are the subject of any offering contemplated in this prospectus and any accompanying supplement may only do so in circumstances in which no obligation arises for the issuer or any of the underwriters to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to any such offer. Neither the issuer nor the underwriters have authorized, nor do they authorize, the making of any offer of any debt securities in circumstances in which an obligation arises for the issuer or the underwriters to publish a prospectus or supplement a prospectus for any such offers of the debt securities. This prospectus and any accompanying supplement are not a prospectus for the purposes of the UK Prospectus Regulation.
Each underwriter has represented and agreed that:
(a)   it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the debt securities which are the subject of any offering contemplated by this prospectus and any accompanying supplement in circumstances in which Section 21(1) of the FSMA does not apply to us; and
(b)   it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the debt securities in, from or otherwise involving the UK.
This prospectus and any accompanying supplement are only being distributed to, and are only directed at (i) persons who are outside the UK, 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 companies, 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”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the UK. Any debt securities offered and sold pursuant to this prospectus and any accompanying supplement
 
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are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such debt securities will be engaged in only with, relevant persons. This prospectus and any accompanying supplement must not be acted on or relied on in the UK by persons who are not relevant persons. In the UK, any investment or investment activity to which this prospectus and any accompanying supplement relates is only available to, and will be engaged in with, relevant persons only.
Notice to Prospective Investors in Hong Kong
The debt securities may not and will not be offered or sold in Hong Kong by the issuer or any underwriter by means of any document other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the “SFO”) and any rules made thereunder, or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “C(WUMP)O”) or which do not constitute an offer to the public within the meaning of the C(WUMP)O. No advertisement, invitation or document relating to the debt securities may be or will be issued or may be or will be in the possession of any person for the purpose of the issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the debt securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.
The contents of this prospectus and any accompanying supplement have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to any offering of any debt securities pursuant to this prospectus and any accompanying supplement. If you are in doubt about any of the contents of this prospectus and any accompanying supplement, you should obtain independent professional advice.
Notice to Prospective Investors in Japan
No securities registration statement has been or will be filed under Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended) (the “FIEA”) in relation to the debt securities. Any debt securities to be offered pursuant to this prospectus and any accompanying supplement are being offered in a private placement to “qualified institutional investors” (tekikaku-kikantoshika) (“QIIs”), as provided under Article 23-13, Paragraph 1 of the FIEA. Any QII acquiring the debt securities in any offer may not transfer or resell those debt securities except to other QIIs. Accordingly, the debt securities and any interest therein may not be and will not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of any resident of Japan (which term as used herein means any person or entity resident in Japan, including any corporation or other entity organized under the laws of Japan ) or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the account or benefit of any resident of Japan, except in each case (i) for the private placement above pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and (ii) in compliance with any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Notice to Prospective Investors in the People’s Republic of China
The debt securities are not being offered or sold and may not be offered or sold, directly or indirectly, in the People’s Republic of China (“PRC”) (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), except as permitted by the securities laws of the PRC.
This prospectus and any accompanying supplement: (i) have not been filed with or approved by the PRC authorities; and (ii) do not constitute an offer to sell, or the solicitation of an offer to buy, any debt securities in the PRC to any person to whom it is unlawful to make the offer of solicitation in the PRC.
The debt securities may not be offered, sold or delivered, or offered, sold or delivered to any person for reoffering or resale or redelivery, in any such case directly or indirectly: (i) by means of any advertisement, invitation, document or activity which is directed at, or the contents of which are likely to be accessed or
 
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read by, the public in the PRC; or (ii) to any person within the PRC, other than in full compliance with the relevant laws and regulations of the PRC.
Investors in the PRC are responsible for obtaining all relevant government regulatory approvals/licenses, verification and/or registrations themselves, including, but not limited to, those which may be required by the China Securities Regulatory Commission, the State Administration of Foreign Exchange and/or the China Banking Regulatory Commission, and complying with all relevant PRC laws and regulations, including, but not limited to, all relevant foreign exchange regulations and/or securities investment regulations.
Notice to Prospective Investors in the Republic of Korea
The debt securities have not been and will not be registered with the Financial Services Commission of Korea for public offering in the Republic of Korea under the Financial Investment Services and Capital Markets Act of Korea and its subordinate decrees and regulations (collectively, the “FSCMA”). Accordingly, the debt securities have not been and will not be offered, sold or delivered, directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in the Republic of Korea or to, or for the account or benefit of, any resident of the Republic of Korea (as defined in the Foreign Exchange Transactions Law of Korea and its Enforcement Decree and subordinate decrees and regulations (collectively, the “FETL”)) except as otherwise permitted pursuant to the applicable laws and regulations of the Republic of Korea, including the FSCMA and the FETL. In addition, within one year following any issuance of any debt securities, the debt securities may not be transferred to any resident of the Republic of Korea other than a qualified institutional buyer (as such term is defined in the Notes Issuance and Disclosure Regulations promulgated by the Financial Services Commission of Korea, a “Korean QIB”) registered with the Korea Financial Investment Association (the “KOFIA”) as a Korean QIB and subject to the requirement of monthly reports with the KOFIA of its holding of Korean QIB bonds as defined in the Notes Issuance and Disclosure Regulations promulgated by the Financial Services Commission of Korea, provided that (a) the debt securities are denominated, and the principal and interest payments thereunder are made, in a currency other than Korean won, (b) the amount of the securities acquired by such Korean QIBs in the primary market is limited to less than 20 percent of the aggregate issue amount of the debt securities, (c) the debt securities are listed on one of the major overseas securities markets designated by the Financial Supervisory Service of Korea, or certain procedures, such as registration or report with a foreign financial investment regulator, have been completed for offering of the securities in a major overseas securities market, (d) the one-year restriction on offering, delivering or selling of securities to a Korean resident other than a Korean QIB is expressly stated in the securities, the relevant underwriting agreement, subscription agreement, and this prospectus and any accompanying supplement and (e) the issuer and the underwriters shall individually or collectively keep the evidence of fulfillment of conditions (a) through (d) above after having taken necessary actions therefor. Furthermore, the debt securities may not be resold to residents of the Republic of Korea unless the purchaser of the debt securities complies with all applicable regulatory requirements (including, but not limited to, government approval requirements under the FETL) in connection with the purchase of the debt securities.
Notice to Prospective Investors in Singapore
Each underwriter has acknowledged that this prospectus and any accompanying supplement have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has represented, warranted and agreed that it has not offered or sold any of the debt securities or caused the debt securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any debt securities or cause the debt securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus, any accompanying supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the debt securities, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
 
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Notice to Prospective Investors in Switzerland
This prospectus and any accompanying supplement is not intended to constitute an offer or solicitation to purchase or invest in the debt securities. The debt securities may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the debt securities to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus, any accompanying supplement, nor any other offering or marketing material relating to the debt securities constitutes a prospectus pursuant to the FinSA, and neither this prospectus, any accompanying supplement, nor any other offering or marketing material relating to the debt securities may be publicly distributed or otherwise made publicly available in Switzerland.
Notice to Prospective Investors in Taiwan
The debt securities have not been and will not be registered or file with, or approved by, the Financial Supervisory Commission of Taiwan, the Republic of China (“Taiwan”) and/or any other regulatory authority or agency of Taiwan pursuant to relevant securities laws and regulations of Taiwan, and have not been, will not be and may not be sold, issued or offered, directly or indirectly, within Taiwan (i) to investors other than “professional investors” as defined under Article 4 of the Financial Consumer Protection Act of Taiwan, or (ii) through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires registration with or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, distribute, give advice regarding or otherwise intermediate any offering and sale of the debt securities in Taiwan or the provision of information relating to this prospectus and any accompanying supplement, unless otherwise permitted by laws and regulations of Taiwan.
Notice to Prospective Investors in the United Arab Emirates
The debt securities have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (the “UAE”), including the Dubai International Financial Centre (the “DIFC”) or the Abu Dhabi Global Market (the “ADGM”) other than in compliance with the laws of the UAE, the DIFC and the ADGM governing the issue, offering and sale of securities.
Further, this prospectus and any accompanying supplement do not constitute an offer, sale or delivery of securities in the UAE (including the DIFC or the ADGM) and are not intended to be a public offer.
Each underwriter represents and agrees, and each person to whom this prospectus and any accompanying supplement (and any accompanying documents) have been issued understands, acknowledges and agrees that the prospectus and any accompanying supplement have not been approved by or filed with the Central Bank of the UAE, the Securities and Commodities Authority, the Financial Services Regulatory Authority of the ADGM or the Dubai Financial Services Authority of the DIFC or any other licensing authorities of any of the free zones established and operating in the UAE.
 
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LEGAL MATTERS
Unless otherwise indicated in an accompanying supplement, the validity of the securities offered by this prospectus will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, New York, New York. David S. Carroll, Esq., Senior Counsel of American Express Company, or another American Express Company attorney, may also pass upon the validity of the securities offered by this prospectus.
In addition, the validity of the securities offered by this prospectus will be passed upon for the underwriters by counsel to the underwriters that will be named in an accompanying supplement. Cleary Gottlieb Steen & Hamilton LLP, New York, New York, may act as counsel to the underwriters in circumstances where an American Express Company attorney passes upon the validity of the securities offered by this prospectus. From time to time, Cleary Gottlieb Steen & Hamilton LLP provides legal services to American Express Company and its affiliates.
EXPERTS
The financial statements and management’s assessment of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
 
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PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.   Other Expenses of Issuance and Distribution.
The following is a statement of the estimated expenses (other than underwriting compensation) to be incurred by us in connection with a distribution.
SEC registration fee
$             *
Printing and engraving expenses
**
Legal fees and expenses
**
Accounting fees and expenses
**
Fees and expenses of trustee, depositary, transfer agent and/or warrant agent
**
Fees of Rating Agencies
**
Miscellaneous
**
Total
$             **
*
Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act.
**
Fees and expenses are calculated based on the number of issuances and amount of securities to be offered and, accordingly, cannot be estimated at this time.
Item 15.   Indemnification of Directors and Officers.
Article VI of the Registrant’s By-laws, as amended, provides as follows:
SECTION 6.1.   DIRECTORS, OFFICERS AND EMPLOYEES.   The corporation shall, to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify any person, made or threatened to be made, a party to, or who is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, legislative or investigative, by reason of the fact that such person, is or was or has agreed to become a director of the corporation, or is or was an officer or employee of the corporation, or serves or served or has agreed to serve any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the corporation, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with such action, suit or proceeding, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director, officer or employee establishes that (i) their acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) such person personally gained in fact a financial profit or other advantage to which they were not legally entitled. Any action, suit or proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director, officer or employee serves or served or agreed to serve at the request of the corporation shall be included in the actions for which directors, officers and employees will be indemnified under the terms of this Section 6.1. Such indemnification shall include the right to be paid advances of any expenses incurred by such person in connection with such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount consistent with the provisions of applicable law. Notwithstanding anything to the contrary set forth herein, no indemnification, nor the right to be paid advances of any expenses, shall be provided to (A) any such person with respect to any action, suit or proceeding, or part thereof, brought by such person against the corporation or any affiliate of the corporation, whether by way of direct claim, counterclaim, claim for contribution or otherwise, unless consented to by the Board (other than in connection with any action, suit or proceeding that successfully enforces such person’s rights to indemnification and advancement of expenses hereunder), or (B) any such person other than a present or former officer or director of the corporation unless such person reasonably cooperates with the corporation and its insurers in connection with the action, suit or proceeding and any related matter, including the determination of such person’s entitlement to indemnification hereunder,
 
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and agrees to such other terms and conditions as the corporation may reasonably request. (B.C.L. Sections 721, 722, 723(c).)
SECTION 6.2   OTHER INDEMNIFICATION.   The corporation may indemnify any person to whom the corporation is permitted by applicable law or these by-laws to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the New York B.C.L. or any other law or these by-laws or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these by-laws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition authorized by this Section 6.2, shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-laws, agreement, vote of shareholders or disinterested directors or otherwise. (B.C.L. Sections 721, 723(c).)
SECTION 6.3   MISCELLANEOUS.   The right to indemnification conferred by Section 6.1, and any indemnification extended under Section 6.2, (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions thereof were set forth in a separate written contract between the corporation and such person, (ii) is intended to be retroactive to events occurring prior to the adoption of this Article VI, to the fullest extent permitted by applicable law, and (iii) shall continue to exist after the rescission or restrictive modification thereof with respect to events occurring prior thereto. The benefits of Section 6.1 shall extend to the heirs, executors, administrators and legal representatives of any person entitled to indemnification under this Article.
The form Underwriting Agreements filed or incorporated by reference as Exhibits 1(a) through (b) to this registration statement provide for indemnification of, or contribution to, directors and officers of the Company by the underwriters against certain liabilities under the Securities Act of 1933, as amended, in certain instances.
Item 16.   Exhibits.
Exhibit
Description
1(a)*
1(b)** Form of Underwriting Agreement for Exchangeable Debt Securities, Convertible Debt Securities, Preferred Shares, Depositary Shares, Common Shares, Warrants and Units.
3(a) Registrant’s Amended and Restated Certificate of Incorporation, as amended through April 20, 2022 (incorporated by reference to Exhibit 3.1 of Registrant’s Quarterly Report on Form 10-Q (File No. 1-7657) for the quarter ended March 31, 2022).
3(b) Registrant’s By laws, as amended through October 19, 2022 (incorporated by reference to Exhibit 3.1 of the Registrant’s Quarterly Report on Form 10-Q (File No. 1-7657) for the quarter ended September 30, 2022).
4(a) Senior Indenture dated as of August 1, 2007, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4(k) of the Registrant’s Registration Statement under the Securities Act of 1933 on Form S 3 (File No. 333-162791), filed on October 30, 2009).
4(b) First Supplemental Indenture dated as of February 12, 2021 to the Senior Indenture dated as of August 1, 2007, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4(b) of the Registrant’s Registration Statement under the Securities Act of 1933 on Form S-3 (File No. 333-253057), filed on February 12, 2021).
4(c) Second Supplemental Indenture dated as of May 1, 2023 to the Senior Indenture dated as of August 1, 2007, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4 of the Registrant’s Current Report on Form 8-K (File No. 1-7657), filed on May 1, 2023).
4(d) Subordinated Indenture dated as of August 1, 2007, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4(j) of the Registrant’s Registration Statement under the Securities Act of 1933 on Form S-3 (File No. 333-162791), filed on October 30, 2009).
 
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Exhibit
Description
4(e) Second Supplemental Indenture dated as of May 26, 2022 to the Subordinated Indenture dated as of August 1, 2007, between the Registrant and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K (File No. 1-7657), filed on May 26, 2022).
4(f)* Fourth Supplemental Indenture dated as of February 9, 2024 to the Subordinated Indenture dated as of August 1, 2007, between the Registrant and The Bank of New York Mellon, as trustee.
4(g)*
4(h)*
4(i)** Form of Deposit Agreement, including form of Depositary Receipt.
4(j) Form of Common Share Certificate (incorporated by reference to Exhibit 4 of Registrant’s Registration Statement on Form 8-A/A Amendment No. 1 (File No. 1 7657), filed on June 12, 2000).
4(k)** Form of Warrant Agreement for Common Shares and Preferred Shares (including form of Warrant Certificates).
4(l)** Form of Warrant Agreement for Debt Securities (including form of Warrant Certificates).
4(m)**
Form of Currency Warrant Agreement (including form of Currency Warrant).
4(n)** Form of Stock Index Warrant Agreement.
4(o)** Form of Warrant Agreement for Other Stock (including form of Warrant Certificate).
4(p)** Form of Unit Agreement.
4(q)** Form of Unit Certificate.
4(r)** Form of Guarantee.
5*
23(a)*
23(b)*
24(a)*
25(a)*
25(b)*
107*
*
Filed herewith.
**
To be filed prior to or in connection with the first offering contemplated by such agreement as an exhibit to a Current Report on Form 8-K and incorporated herein by reference.
Item 17.   Undertakings.
The undersigned Registrant hereby undertakes:
(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
II-3

 
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(i), (a)(ii) and (a)(iii) above do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and (ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(e)
That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
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(i)
Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and (iv) Any other communication that is an offer in the offering made by the Registrant to the purchaser.
(f)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13 (a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(g)
To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(h)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 9th day of February, 2024.
AMERICAN EXPRESS COMPANY
By:
/s/ Christophe Y. Le Caillec
CHRISTOPHE Y. LE CAILLEC
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on the 9th day of February, 2024.
Signature
Title
/s/ Stephen J. Squeri
STEPHEN J. SQUERI
Chairman, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Christophe Y. Le Caillec
CHRISTOPHE Y. LE CAILLEC
Chief Financial Officer (Principal Financial Officer)
/s/ Jessica Lieberman Quinn
JESSICA LIEBERMAN QUINN
Executive Vice President and Corporate Controller (Principal Accounting Officer)
*
THOMAS J. BALTIMORE, JR.
Director
*
JOHN J. BRENNAN
Director
*
PETER CHERNIN
Director
*
WALTER J. CLAYTON III
Director
*
RALPH DE LA VEGA
Director
*
THEODORE J. LEONSIS
Director
 
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Signature
Title
*
DEBORAH P. MAJORAS

Director
*
KAREN L. PARKHILL
Director
*
CHARLES E. PHILLIPS, JR
Director
*
LYNN A. PIKE
Director
*
DANIEL L. VASELLA
Director
*
LISA W. WARDELL
Director
*
CHRISTOPHER D. YOUNG
Director
*By:
/s/ Kristina V. Fink
KRISTINA V. FINK
as Attorney in Fact
 
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Exhibit 1(a)

 

AMERICAN EXPRESS COMPANY

 

DEBT SECURITIES

 

UNDERWRITING AGREEMENT BASIC PROVISIONS

 

To the Representative or
Representatives named in the
Terms Agreement referred to
below

 

American Express Company, a New York corporation (the “Company”), may issue and sell from time to time series of its debt securities registered under the Registration Statement referred to in Section 1(a) hereof.  Such debt securities may have varying designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and selling prices.  The basic provisions set forth herein are intended to be incorporated by reference in a terms agreement of the type referred to below relating to the series of debt securities to be issued and sold by the Company pursuant thereto (the “Securities”) to the firm or firms named therein (each an “Underwriter” and together the “Underwriters”) for whom you (the “Representatives”) are acting as representatives.  The Securities will be issued under (i) in the case of senior debt securities, an indenture, dated as of August 1, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (such trust company, or such other trustee as may be named for the Securities, being hereafter referred to as the “Trustee”), as it may be supplemented or amended by one or more indentures supplemental thereto (the “Senior Debt Indenture”) or (ii) in the case of subordinated debt securities, a subordinated debt indenture, dated as of August 1, 2007, between the Company and the Trustee, as it may be supplemented or amended by one or more indentures supplemental thereto (the “Subordinated Debt Indenture”).  References to the “Indenture” herein mean the Senior Debt Indenture in the case of senior debt securities or the Subordinated Debt Indenture in the case of subordinated debt securities.

 

The obligation of the Underwriters to purchase, and the Company to sell, the Securities is evidenced by the terms agreement (the “Terms Agreement”) substantially in the form specified in Exhibit I hereto delivered at the time the Company determines to sell the Securities.  The Terms Agreement specifies the firm or firms that will be Underwriters, the principal amount of the Securities to be purchased by each Underwriter, the purchase price to be paid by the Underwriters for the Securities, the public offering price, if any, of the Securities, whether the Underwriters are authorized to solicit institutional investors to purchase Securities pursuant to Delayed Delivery Contracts (as defined in Section 3(b)), certain terms thereof and the Underwriters’ compensation therefor and any terms of the Securities not otherwise specified in the Indenture (including, but not limited to, designations, denominations, currencies, interest rates and payment dates, maturities, redemption provisions and sinking fund requirements).  The Terms Agreement specifies any details of the terms of the offering that should be reflected in the Final Prospectus.  The Terms Agreement, together with the provisions hereof incorporated therein by reference, is herein referred to as this “Agreement.”

 

Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 that were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and

any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include, without limitation, the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference.  Certain terms used herein are defined in Section 20 hereof.

 

1

 

 

1.              Representations and Warranties.  The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.

 

(a)  The Company meets the requirements for use of Form S-3 under the Act and has prepared and filed with the Commission an automatic shelf registration statement, as defined in Rule 405, on Form S-3.  Such Registration Statement, including any amendments or supplements thereto filed prior to the Execution Time, became effective upon filing.  The Company may have filed with the Commission, as part of an amendment to the Registration Statement or pursuant to Rule 424(b), one or more Preliminary Prospectuses.  The Company will file with the Commission a Final Prospectus relating to the Securities in accordance with Rule 424(b), which shall contain all information required by the Act and the rules thereunder.  The Registration Statement, at the Execution Time, meets the requirements set forth in Rule 415(a)(1)(x).

 

(b)  On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date (as defined herein), the Final Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; on each Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; on the Effective Date and on the Closing Date, the Indenture did or will comply in all material respects with the applicable requirements of the Trust Indenture Act and the rules thereunder; and on the date of any filing pursuant to Rule 424(b), as of its date and on the Closing Date, the Final Prospectus (together with any supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; providedhowever, that the Company makes no representations or warranties as to (i) that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from any document in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in such document.

 

(c)  As of the Applicable Time, the Disclosure Package, when considered as a whole, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.  The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein.

 

(d)  (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Sections 13 or 15 (d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Securities in reliance on the exemption in Rule 163 and (iv) at the Execution Time (with such date being used as the determination date for purposes of this clause (iv)), the Company was or is (as the case may be) a “Well-Known Seasoned Issuer” as defined in Rule 405.  The Company agrees to pay the fees required by the Commission relating to the Securities within the time required by Rule 456(b)(1) without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r).

 

(e)  (i) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (ii) as of the Execution Time (with such date being used as the determination date for purposes of this clause (ii)), the Company was not and is not an “ineligible issuer” (as defined in Rule 405) (“Ineligible Issuer”), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer.

 

(f)  Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or modified.  The foregoing sentence does not apply to statements in or omissions from the applicable Disclosure Package based upon and in conformity with written information furnished in writing to the Company by any Underwriter through the Representatives specifically for inclusion therein.

 

2

 

 

(g)  The consolidated historical financial statements and schedules of the Company included in the Base Prospectus, as it may be amended and supplemented prior to the Applicable Time, present fairly, and the consolidated historical financial statements and schedules of the Company included in the Final Prospectus will present fairly, in all material respects the financial condition, the results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as otherwise noted therein).

 

(h)  The interactive data in the eXtensible business reporting language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

 

(i)  The Company’s auditors are independent public accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder.

 

(j)  The Indenture and the Securities have been duly authorized; the Indenture has been duly qualified under the Trust Indenture Act; and the Indenture, when duly executed and delivered, and the Securities, when duly executed, authenticated, issued and delivered as contemplated hereby, by the Indenture and by the Delayed Delivery Contracts (as defined in Section 3(b)), if any, will constitute valid and legally binding obligations of the Company in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Disclosure Package or Final Prospectus.

 

(k)  Subsequent to the respective dates as of which information contained in the Registration Statement, the Base Prospectus or any Preliminary Prospectus is given, except as disclosed in the applicable Disclosure Package, there has not been any material adverse change in the results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.

 

(l)  Each of the Company and its Principal Subsidiaries has been duly incorporated or otherwise constituted and is validly existing as a corporation or other legal entity in good standing under the laws of the jurisdiction in which it is chartered or organized with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Disclosure Package, any Preliminary Prospectus and the Final Prospectus; and each of the Company and its Principal Subsidiaries is duly qualified to do business as a foreign corporation or other entity and is in good standing under the laws of each jurisdiction that, in the opinion of counsel for the Company, requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the results of operations, financial condition or business of the Company and its Principal Subsidiaries, taken as a whole.

 

3

 

 

(m)  Neither the issuance or sale of the Securities, nor the execution, delivery and performance of this Agreement, the Indenture and any Delayed Delivery Contracts (as defined in Section 3(b)) and the consummation of any other transactions contemplated herein or in any Delayed Delivery Contracts will conflict with, or result in a breach or violation of, or result in the creation or imposition of any lien, charge or encumbrance upon any of the assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws or other constitutive documents of the Company or any of its subsidiaries, (ii) the terms of the Indenture or any other indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or bound or to which its or their property is subject, or (iii) to the best knowledge of the Company, any statute, law, rule, regulation, judgment, order or decree applicable to the Company, any of its subsidiaries or any of their respective properties of any court, regulatory body, administrative agency, governmental agency, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties, except, in the case of (ii) or (iii), where such conflict, breach or imposition of any lien, charge or encumbrance would not, individually or in the aggregate, have a material adverse effect on results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole.

 

(n)  To the best knowledge of the Company, no material action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or its or their property is pending or threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby or (ii) could reasonably be expected to have a material adverse effect on the results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the applicable Disclosure Package.

 

(o)  Neither the Company nor any of its Principal Subsidiaries is in violation or default of (i) any provision of its charter or bylaws or other constitutive documents, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or such Principal Subsidiary or any of its properties, as applicable, except, in the case of (ii) or (iii), where such violation or default would not, individually or in the aggregate, have a material adverse effect on the results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole.

 

(p)  No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein.

 

(q)  Except as may be permitted under Regulation M of the Exchange Act, the Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, any stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

 

(r)  The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

(s)  There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

 

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(t)  The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act.

 

(u)  The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s management, including the principal executive officer and principal financial officer as appropriate; and such disclosure controls and procedures are effective.

 

(v) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by the Company or its subsidiaries of the Foreign Corrupt Practices Act of 1977 (the “FCPA”) or the Bribery Act 2010 of the United Kingdom, including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and, to the knowledge of the Company, its subsidiaries have conducted their businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. No part of the proceeds of the offering will be used, directly or indirectly, in violation of the FCPA or the Bribery Act 2010 of the United Kingdom.

 

(w)  The operations of the Company are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and the rules and regulations thereunder and any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any governmental entity involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened, except, where such action, suit or proceeding would not, individually or in the aggregate, have a material adverse effect on the results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole.

 

(x)  None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any director, officer, agent or employee of the Company or any of its subsidiaries is, and none of the Company or any of its U.S. subsidiaries is 50% or more owned in the aggregate by, an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, or His Majesty’s Treasury (collectively, “Sanctions”), nor is the Company located, organized or resident in a country or territory that is the subject of comprehensive Sanctions generally prohibiting dealings with such country or territory (including, without limitation, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic and the Crimea regions of Ukraine, Cuba, Iran, North Korea, Syria and non-Ukrainian government controlled areas of Kherson and Zaporhizhia (each, a “Sanctioned Country”)).

 

Any certificate signed by any officer of the Company and delivered to the Underwriters or Counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.

 

2.              Purchase and Sale.  Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in the Terms Agreement the principal amount of the Securities set forth opposite such Underwriter’s name in the Terms Agreement.

 

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3.              Delivery and Payment.

 

(a)  Delivery of and payment for the Securities shall be made on the date and at the time specified in the Terms Agreement or at such time on such later date not more than three Business Days thereafter as the Representatives and the Company may determine (such date and time of delivery and payment for the Securities being herein called the “Closing Date”).  The Securities shall be in global or definitive form and in such denominations and registered in such names as you may require upon at least two Business Days’ notice prior to the Closing Date.  Delivery of the Securities shall be made by the Company to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company.  Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.

 

(b)  If so authorized in the Terms Agreement, the Underwriters may solicit offers from investors of the types set forth in the Base Prospectus or any Preliminary Prospectus to purchase Securities from the Company pursuant to delayed delivery contracts (“Delayed Delivery Contracts”).  Such contracts shall be substantially in the form of Exhibit II hereto but with such changes therein as the Company may approve.  Securities to be purchased pursuant to Delayed Delivery Contracts are herein called “Contract Securities”. When Delayed Delivery Contracts are authorized in the Terms Agreement, the Company will enter into a Delayed Delivery Contract in each case where a sale of Contract Securities arranged through you has been approved by the Company but, except as the Company may otherwise agree, such Delayed Delivery Contracts must be for at least the minimum principal amount of Contract Securities set forth in the Terms Agreement, and the aggregate principal amount of Contract Securities may not exceed the amount set forth in the Terms Agreement.  The Company will advise you not later than 9:30 A.M., New York City time, on the third full Business Day preceding the Closing Date (or at such later time as you may otherwise agree) of the sales of the Contract Securities that have been so approved.  You and the other Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts.

 

(c)  The amount of Securities to be purchased by each Underwriter as set forth in the Terms Agreement shall be reduced by an amount that shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the total principal amount of Securities set forth in the Terms Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the total principal amount of Securities set forth in the Terms Agreement less the aggregate principal amount of Contract Securities.

 

4.              Offering by Underwriters.  It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.

 

5.              Agreements of the Company.  The Company agrees with the several Underwriters that:

 

(a)  Prior to the termination of the offering of the Securities, the Company will not file any amendment of the Registration Statement or supplement unless the Company has furnished you with a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object.  The Company will cause the Final Prospectus, properly completed, and any supplement thereto to be filed in a form approved by the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed.  The Company will promptly advise the Representatives (1) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b), (2) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement shall have been filed and become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Final Prospectus or for any additional information, (4) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any notice that would prevent its use or the institution or threatening of any proceeding for that purpose and (5) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose.  The Company will promptly use its reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or prevention and, upon such issuance, occurrence or prevention, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or prevention, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable, unless the Company shall, in its sole judgment, determine that it is in the Company’s best interest not to do so.

 

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(b)  The Company will prepare a final term sheet relating to such Securities, in a form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.

 

(c)  Prior to the termination of any offering of the Securities, if there occurs an event or development as a result of which the Disclosure Package or any Issuer Free Writing Prospectus would include an untrue statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will notify promptly the Representatives so that any use of the Disclosure Package or any Issuer Free Writing Prospectus may cease until it is amended or supplemented, and will amend or supplement, at the expense of the Company, the Disclosure Package or any such Issuer Free Writing Prospectus, as the case may be, to correct any such misstatements or omissions and supply any amendment or supplement to you in such quantities as you may reasonably request.

 

(d)  If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus, as then supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement, file a new registration statement or supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, including in connection with use or delivery of the Final Prospectus, the Company promptly will (1) notify the Representatives of such event, (2) prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement or new registration statement that will correct such statement or omission or effect such compliance, (3) use its best efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the Final Prospectus and (4) supply any supplemented Final Prospectus to you in such quantities as you may reasonably request.

 

(e)  As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries (which need not be audited) covering a 12-month period beginning after the date on which the Final Prospectus is filed pursuant to Rule 424 under the Act that will satisfy the provisions of Section 11(a) of the Act and Rule 158.

 

(f)  The Company will furnish to the Underwriters copies of the Registration Statement (including exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Underwriters may reasonably request.

 

(g)  The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably designate, will maintain such qualifications in effect so long as required for the distribution of the Securities and will pay any fee of the Financial Industry Regulatory Authority, Inc. (“FINRA”), in connection with its review of the offering; providedhowever, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

 

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(h)  The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including, without limiting the generality of the foregoing, all costs, taxes and expenses incident to the issue and delivery of the Securities, all fees and expenses of the Company’s counsel and accountants, and all costs and expenses incident to the preparing, printing, filing and distributing of all documents relating to the offering, and will reimburse the Underwriters for any expenses and disbursements (including fees and disbursements of counsel not exceeding the amount, if any, specified in the Terms Agreement) incurred by them in connection with the matters referred to in Section 5(g) hereof and the preparation of memoranda relating thereto, for any filing fee of FINRA relating to the Securities, and for any fees charged by investment rating agencies for rating the Securities. Notwithstanding the foregoing, and subject to clause (i) below, in connection with any sale of Securities to any Underwriter pursuant to any Terms Agreement, the fees and disbursements of Counsel for the Underwriters will be paid by the Underwriters party to the applicable Terms Agreement.

 

(i)If (1) a sale of Securities provided for in this Agreement is not consummated by reason of any failure, refusal or inability on the part of the Company to perform any agreement on its part to be performed, or because any other condition of the Underwriters’ obligations hereunder required to be fulfilled by the Company is not fulfilled or (2) a Terms Agreement is terminated by the Representatives in accordance with the provisions of Section 7 or Section 11, the Company will reimburse the Underwriters named in the Terms Agreement for all reasonable out-of-pocket disbursements (including fees and disbursements of counsel) incurred by the Underwriters in connection with the proposed purchase and sale of the Securities.

 

(i)  If so stated in the Terms Agreement, the Company will use its commercially reasonable efforts to cause an application for the listing of the Securities on The New York Stock Exchange, Inc. or listing or quotation on such other securities exchange or automatic quotation system specified in the Terms Agreement and for the registration of the Securities under the Exchange Act to become effective.

 

(j)  The Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has obtained or will obtain, as the case may be, the prior written consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b) hereto; providedhowever, that the prior written consent of the parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule II to the Terms Agreement.  Any such free writing prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

 

(k)  The Company will not, without your consent, offer or sell any debt securities denominated in the currency in which the Securities are denominated having a maturity of more than one year (except under prior contractual commitments or pursuant to bank credit agreements) other than the Securities or publicly announce an intention to effect any such transaction during the period beginning on the Execution Time and ending on the business day immediately following the Closing Date.

 

(l)  The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

 

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6.              Agreements of the Underwriters. The Underwriters agree that they will comply in all material respects with the selling restrictions set forth in the Base Prospectus, any Preliminary Prospectus and any Final Prospectus under the caption “Plan of Distribution,” “Underwriting” or any similar captions, as applicable.

 

7.              Conditions to the Obligations of the Underwriters.  The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy, in all material respects, of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date; to the accuracy, in all material respects, of the statements of the Company made in any certificates pursuant to the provisions hereof; to the performance by the Company in all material respects of its obligations hereunder and to the following additional conditions:

 

(a)     The Final Prospectus, and any supplement thereto, shall have been filed in the manner and within the time period required by Rule 424(b); the final term sheet contemplated by Section 5(b) hereto, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice that would prevent its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.

 

(b)    Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Final Prospectus (exclusive of any supplement thereto), there shall not have been (i) any material change or decrease specified in the letter or letters referred to in paragraph (f) of this Section 7; (ii) any material change, or any development involving a prospective change, in or affecting the results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto) or (iii) any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Section 3(a)(62) under the Exchange Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change the effect of which, in any case referred to in clause (i), (ii) or (iii) above, in the reasonable judgment of the Representatives, makes it impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof), the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

 

(c)     The Company shall have requested and caused counsel for the Company, to have furnished to the Representatives its opinion, dated the Closing Date and addressed to the Representatives, to the effect that:

 

(i)  The Company and each Principal Subsidiary has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company and each Principal Subsidiary has the corporate power necessary to own its properties and conduct the businesses in which they are engaged as described in any Preliminary Prospectus and the Final Prospectus; and except as may be disclosed in any Preliminary Prospectus and the Final Prospectus, all outstanding shares of capital stock of each of the Principal Subsidiaries are owned by the Company directly, or indirectly through wholly-owned subsidiaries, free and clear of any lien, pledge and encumbrance or, to the best of such counsel’s knowledge, any claim of any third party, except as permitted by the Indenture;

 

(ii)  The Indenture has been duly authorized, executed and delivered, has been duly qualified under the Trust Indenture Act, and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

 

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(iii)  The Securities have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement (and, in the case of any Contract Securities, pursuant to the Delayed Delivery Contracts with respect thereto), will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture and enforceable in accordance with their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

 

(iv)  The Indenture conforms in all material respects to the description thereof in the Registration Statement and the Base Prospectus, each as it may be amended and supplemented prior to the Applicable Time, and any Preliminary Prospectus and, at the Closing Date, the Indenture will conform in all material respects to the description thereof in the Final Prospectus;

 

(v)  The Registration Statement has become effective under the Act; any required filing of the Base Prospectus, any Preliminary Prospectus and the Final Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, no proceedings for that purpose have been instituted or threatened, and the Registration Statement and the Final Prospectus (other than the financial statements and other financial and statistical information contained therein, Exhibit 25(a) and Exhibit 25(b), as to which such counsel need express no opinion) comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the Trust Indenture Act and the respective rules thereunder; and such counsel has no reason to believe that on the Effective Date the Registration Statement contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus as of its date and on the Closing Date contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (in each case, including the documents incorporated by reference therein but excluding than the financial statements or schedules and other financial and statistical information contained therein, as to which such counsel need express no opinion) and the statements included or incorporated by reference in the Final Prospectus under the heading “Description of Debt Securities” and any similar headings, insofar as such statements summarize documents specifically discussed therein, provide a fair summary of such documents;

 

(vi)  Such counsel has no reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those included in the Disclosure Package and the final term sheet prepared and filed pursuant to Section 5(b) hereto, when taken together as a whole, at the Applicable Time contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading (including the documents incorporated by reference therein but excluding the financial statements or schedules and other financial and statistical information contained therein, as to which such counsel need express no opinion);

 

(vii)  Such counsel does not know of any contracts or other documents which are required to be filed as exhibits to the Registration Statement by the Act or by the rules and regulations of the Commission thereunder, or which are required to be filed by the Exchange Act or the Trust Indenture Act or the rules and regulations of the Commission thereunder as exhibits to any document incorporated by reference in the Final Prospectus, which have not been filed as exhibits to the Registration Statement or to such document or incorporated therein by reference as permitted by such rules and regulations of the Commission;

 

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(viii)  This Agreement and any Delayed Delivery Contracts have been duly authorized, executed and delivered by the Company;

 

(ix)  No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein, except such as have been obtained under the Act and the Trust Indenture Act, and such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated in this Agreement, in any Delayed Delivery Contract and in the Registration Statement and the Final Prospectus and such other approvals (specified in such opinion) as have been obtained;

 

(x)  To the best of such counsel’s knowledge, neither the Company nor any of its Principal Subsidiaries is in violation of its corporate charter or by-laws, or, to the best of such counsel’s knowledge, in default under any agreement, indenture or instrument the effect of any of which would be material to the Company and its subsidiaries taken as a whole;

 

(xi)  Neither the execution and delivery of the Indenture, the issue and sale of the Securities, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws of the Company or any of its Principal Subsidiaries, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument known to such counsel to which the Company or any of its Principal Subsidiaries is a party or bound or to which its or their property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to the Company, any of its Principal Subsidiaries or any of their respective properties of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or its Principal Subsidiaries or any of its or their properties (but such counsel need not express an opinion relating to the United States federal securities laws or any state securities or Blue Sky laws), except, in the case of (ii) and (iii), where any such breach, violation or default would not be material to the Company and its subsidiaries, taken as a whole;

 

(xii)  Except as required by the Act, the Exchange Act, the Trust Indenture Act and applicable state securities laws, no consent, authorization or order of, or filing or registration with, any court or governmental agency is required for the execution, delivery and performance of this Agreement, any Delayed Delivery Contract and the Indenture, except as has been duly obtained or made and is in full force and effect;

 

(xiii)  Such counsel does not know of any litigation or any governmental proceeding pending or threatened against the Company or any of its subsidiaries which would affect the subject matter of this Agreement or the Indenture or is required to be disclosed in the Registration Statement which is not disclosed and correctly summarized therein; and

  

(xiv)  The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act.

 

In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of New York, or the federal laws of the United States, to the extent such counsel deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom such counsel believes to be reliable and who are satisfactory to Counsel for the Underwriters and (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials.  References to the Final Prospectus in this paragraph (c) shall also include any supplements thereto at the Closing Date.

 

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(d)  You shall have received from Counsel for the Underwriters such opinion or opinions dated the Closing Date with respect to the issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Representatives may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.

 

(e)  The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chairman of the Board of Directors, the Chief Executive Officer, any Vice Chairman, any President, any Executive Vice President, the Treasurer or any Assistant Treasurer, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, the Disclosure Package and any supplements or amendments thereto and this Agreement and that:

 

(i)  the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date and the Company has complied in all material respects with all the agreements and satisfied, in all material respects, all the conditions on its part to be performed or satisfied at or prior to the Closing Date;

 

(ii)  no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and

 

(iii)  since the date of the most recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse effect on the results of operations, financial condition or business of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto).

 

(f)  The Company shall have requested and caused the Company’s independent auditors to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representatives.  Additionally, if any of the audited financial statements or financial statement schedules included or incorporated by reference in the Registration Statement and the Final Prospectus have not been audited by the Company’s independent auditors, the Company shall have requested and caused such other independent public accountants as have audited such financial statements or financial statement schedules to have furnished to the Representatives, at the Execution Time and at the Closing Date, letters (which may refer to letters previously delivered to one or more of the Representatives), dated respectively as of the Execution Time and as of the Closing Date, in form and substance reasonably satisfactory to the Representatives.  References to the Final Prospectus in the letters furnished under this paragraph ‎(f)will include any supplement thereto at the date of the letter.

 

(g)  Prior to the Closing Date, the Company shall have furnished to you such further information, certificates and documents as the Representatives may reasonably request.

 

If any of the conditions specified in this Section ‎7 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and Counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives.  Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.

 

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8.              Reimbursement of Underwriters’ Expenses.  If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 7 hereof is not satisfied, because of any termination pursuant to Section ‎11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally through the Representatives for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

 

9.              Indemnification and Contribution.

 

(a)  The Company agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Base Prospectus, any Preliminary Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus, any issuer information filed or required to be filed pursuant to Rule 433(d) or the information contained in the final term sheet required to be prepared and filed pursuant to Section ‎5(b) hereto, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; providedhowever, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (x) any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein or (y) that part of the Registration Statement that shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act; providedfurther that the foregoing indemnity with respect to the Final Prospectus or any Permitted Free Writing Prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any losses, claims, damages or liabilities otherwise covered by this paragraph purchased Securities, or to the benefit of any person controlling such Underwriter, if a copy of the Final Prospectus or Permitted Free Writing Prospectus (as then amended and supplemented if the Company shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person if required so to have been delivered, at or prior to the entry into the contract of sale of Securities with such person, and if the Final Prospectus or Permitted Free Writing Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities.

 

(b)  Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives specifically for inclusion in the documents referred to in the foregoing indemnity.  This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have.

 

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(c)  Promptly after receipt by an indemnified party under this Section ‎9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section ‎9, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph ‎(a) or ‎(b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph ‎(a) or ‎(b) above.  The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); providedhowever, that such counsel shall be satisfactory to the indemnified party.  Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party.  An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

 

(d)  In the event that the indemnity provided in paragraph ‎(a), ‎(b) or ‎(c) of this Section ‎9 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “Losses”) to which the Company and one or more of the Underwriters may be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by the Underwriters on the other from the offering of the Securities; providedhowever, that in no case shall any Underwriter (except as may be provided in any agreement among underwriters relating to the offering of the Securities) be responsible for any amount in excess of the underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder.  If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and of the Underwriters on the other in connection with the statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.  Benefits received by the Company shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.  Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.  The Company and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above.  Notwithstanding the provisions of this paragraph ‎(d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  For purposes of this Section 9, each person who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph ‎(d).  No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

 

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(e)  The obligations of the Company under this Section 9 shall be in addition to any liability that the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act or the Exchange Act; and the obligations of the Underwriters under this Section ‎9 shall be in addition to any liability that the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company (including any person who, with his consent, is named in the Registration Statement as about to become a director of the Company), to each officer of the Company who has signed the Registration Statement and to each person, if any, who controls the Company within the meaning of the Act or the Exchange Act.

 

10.       Default by an Underwriter.  If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of Securities set forth opposite their names in the Terms Agreement bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase; providedhowever, that in the event that the aggregate principal amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in the Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if arrangements satisfactory to you and the Company for the purchase of such Securities by other persons are not made within 36 hours after such failure, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company.  In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

 

11.       Termination.  This Agreement shall be subject to termination by the Representatives, by notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such time (i) trading in the Company’s common stock shall have been suspended by the Commission or The New York Stock Exchange, Inc. or trading in securities generally shall have been suspended or materially limited or minimum prices shall have been established on such Exchange, (ii) a banking moratorium shall have been declared either by federal or New York State authorities or a material disruption in securities settlement or clearance services in the United States or (iii) there shall have occurred any outbreak of major hostilities in which the United States is involved, declaration by the United States of a national emergency or war, or other substantial national or international calamity or crisis the effect of which on financial markets is such as to make it, in the reasonable judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery of the Securities as contemplated by the Final Prospectus (exclusive of any supplement thereto).  Any such termination shall be without liability of any party to any other party except that the provisions of Section ‎5(h) and Section ‎9 shall at all times be effective.  If you elect to terminate this Agreement as provided in this Section 11, the Company shall be notified promptly by you by telephone or facsimile, confirmed by letter.

 

12.       Representations and Indemnities to Survive.  The respective agreements, warranties, indemnities and other statements of the Company or its officers, and of the Underwriters, set forth in or made pursuant to this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling persons referred to in Section ‎9 hereof, and will survive delivery of and payment for the Securities.

 

15

 

 

13.       Notices.  All notices or communications hereunder shall be in writing and if sent to the Representatives will be mailed, delivered or telefaxed to you at your address set forth for that purpose in the Terms Agreement, or if sent to the Company, will be mailed or delivered to it at American Express Company, 200 Vesey Street, New York, New York 10285, Attention of the Treasurer.  Any party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.

  

14.       Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers, directors, employees, agents and controlling persons referred to in Section ‎9 hereof, and no other person will have any right or obligation hereunder.

 

15.       No Fiduciary Duty.  The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity.  Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters).  The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

 

16.       Integration.  This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

 

17.       Applicable Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.

 

18.       Counterparts.  This Agreement may be signed in one or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

19.       Headings.  The section headings used herein are for convenience only and shall not affect the construction hereof.

 

20.       Definitions.  The terms that follow, when used in this Agreement, shall have the meanings indicated.

 

“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

 

“Applicable Time” shall mean [               ], New York City time, on the date of the Terms Agreement.

 

“Base Prospectus” shall mean the prospectus referred to in paragraph ‎1(a) above contained in the Registration Statement at the Effective Date, as it may be amended or supplemented from time to time.

 

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.

 

“Commission” shall mean the Securities and Exchange Commission.

 

“Counsel for the Underwriters” shall mean [               ].

 

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“Disclosure Package” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, if any, (iii) the Issuer Free Writing Prospectus identified in Schedule II of the Terms Agreement (excluding the treasury benchmark, treasury price, treasury yield, re-offer spread to benchmark, and re-offer yield included therein) and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.

 

“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.

 

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

 

“Execution Time” shall mean the date and time that the Terms Agreement is executed and delivered by the parties hereto.

 

“Final Prospectus” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

 

“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.

 

“Investment Company Act” shall mean the Investment Company Act of 1940, as amended.

 

“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.

 

“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Base Prospectus.

 

“Principal Subsidiaries” shall mean American Express Travel Related Services Company, Inc., American Express National Bank, American Express Credit Corporation, American Express Limited and American Express International, Inc.

 

“Registration Statement” shall mean the registration statement referred to in paragraph ‎1(a)above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.

 

“Rule 158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

 

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission promulgated thereunder.

 

“Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer, as defined in Rule 405.

 

17

 

 

EXHIBIT I

 

FORM OF TERMS AGREEMENT

 

Debt Securities

 

[Date]

 

American Express Company

200 Vesey Street

New York, New York 10285

 

Attention: Treasurer

 

Ladies and Gentlemen:

 

We, as representatives (the “Representative(s)”) of the Underwriters (as defined below), understand that American Express Company, a New York corporation (the “Company”), proposes to issue and sell $      aggregate principal amount of its [Name of Securities] (the “Securities”).  Subject to the terms and conditions set forth herein or incorporated by reference herein, the underwriters named in Schedule I hereto (the “Underwriters”) offer to purchase, severally and not jointly, the principal amount of the Securities set forth therein opposite their respective names at      % of the principal amount thereof, together with accrued interest, if any, thereon from           , 20           to the Closing Date.  The Closing Date shall be at 9:30 A.M. on           , 20           at the offices of [              ].

 

The Securities shall have the terms set forth in Schedule II hereto.

 

All the provisions contained in the document entitled “American Express Company—Debt Securities—Underwriting Agreement Basic Provisions” and filed with the Commission on           , 2024 (the “Basic Provisions”), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement, except as provided herein, to the same extent as if the Basic Provisions had been set forth in full herein. Terms defined in the Basic Provisions are used herein as therein defined.

 

For purposes of the Basic Provisions, “Applicable Time” with respect to this Terms Agreement, shall mean            :   [A.M.][P.M.], [New York City time], on the date of this agreement.

 

[The Securities will be listed on     ..]

 

[In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Terms Agreement, and any interest and obligation in or under this Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Terms Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Terms Agreement were governed by the laws of the United States or a state of the United States.

 

As used in the immediately preceding paragraph, “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k); “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b), (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b), or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.]

 

1

 

 

[Notwithstanding and to the exclusion of any other term of this Terms Agreement or any other agreements, arrangements, or understanding between the Underwriters and the Company, the Company acknowledges and accepts that a BRRD Liability arising under this Terms Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:

 

(a)the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any of the Underwriters to the Company under this Terms Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

 

(i)the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

 

(ii)the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of any of the Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations;

 

(iii)the cancellation of the BRRD Liability; and

 

(iv)the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

 

(b)the variation of the terms of this Terms Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

 

As used in this paragraph, “Bail-in Legislation” means a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time; “Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation; “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms; “BRRD Liability” means a liability in respect of which the relevant Write-Down and Conversion Powers in the applicable Bail-in Legislation may be exercised; “EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499; and “Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to any of the Underwriters.]

 

[Notwithstanding and to the exclusion of any other term of this Terms Agreement or any other agreements, arrangements, or understanding between the Underwriters and the Company, the Company acknowledges and accepts that a UK Bail-in Liability arising under this Terms Agreement may be subject to the exercise of UK Bail-in Powers by the relevant UK resolution authority, and acknowledges, accepts and agrees to be bound by:

 

(a)the effect of the exercise of UK Bail-in Powers by the relevant UK resolution authority in relation to any UK Bail-in Liability of any of the Underwriters to the Company under this Terms Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

 

(i)the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon;

 

2

 

 

(ii)the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of any of the Underwriters or another person, and the issue to or conferral on the Company of such shares, securities or obligations;

 

(iii)the cancellation of the UK Bail-in Liability; and

 

(iv)the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and

 

(b)the variation of the terms of this Terms Agreement, as deemed necessary by the relevant UK resolution authority, to give effect to the exercise of UK Bail-in Powers by the relevant UK resolution authority.

 

As used in this paragraph, “UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings); “UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; and “UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.]

 

Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us, or by sending us a written acceptance in the following form:

 

“We hereby accept your offer, set forth in the Terms Agreement, dated      , 20      , to purchase the Securities on the terms set forth therein.”

 

  Very truly yours,
   
  By
     
    Title:
    Address:
   
  Accepted:
   
  American Express Company
   
  By
     
    Title:

 

3

 

 

SCHEDULE I

 

Name  Principal Amount of [Name of Securities] 
[Names of Underwriters]  $  
      
Total  $  

 

4

 

 

SCHEDULE II

 

(FORM OF FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE)

 

Title:

 

Currency:

 

Maturity:

 

Interest Rate:

 

Interest Payment Dates:

 

Redemption Provisions:

 

Additional Terms:

 

(Insert any delayed delivery provisions for Securities)

 

5

 

 

EXHIBIT II

 

AMERICAN EXPRESS COMPANY

 

[Insert specific title of securities]*

 

DELAYED DELIVERY CONTRACT

 

[Insert date of initial public offering]*

 

American Express Company
 
c/o    

 

Gentlemen:

 

The undersigned hereby agrees to purchase from American Express Company (hereinafter called the “Company”), and the Company agrees to sell to the undersigned, [If one delayed closing, insert the following: as of the date hereof, for delivery on      (the “Delivery Date”)]

 

$

 

principal amount of the Company’s [title of Securities] (the “Securities”), offered by the Company’s prospectus relating thereto, receipt of a copy of which is hereby acknowledged, at a purchase price of      % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this contract.

 

[If two or more delayed closings, insert the following:

 

The undersigned will purchase from the Company as of the date hereof, for delivery on the dates set forth below, Securities in the principal amounts set forth below:

 

Delivery Date  Principal Amount 
   $  
   $  
   $  
   $  

 

Each of such delivery dates is hereinafter referred to as a “Delivery Date.”]

 

Payment for the Securities that the undersigned has agreed to purchase for delivery on [the] [each] Delivery Date shall be made to the Company or its order by certified or official bank check in New York Clearing House funds or by wire transfer payable in same-day funds (or as otherwise specified in the Terms Agreement) at the office of [             ] at [   ].M.,      time, on such Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned for delivery on such Delivery Date in definitive form and in such denominations and registered in such names as the undersigned may designate in writing to the Company not less than five full Business Days prior to such Delivery Date. If no designation is received, the Securities will be registered in the name of the undersigned and issued in a denomination equal to the aggregate principal amount of Securities to be purchased by the undersigned on such Delivery Date.

 

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The obligation of the undersigned to take delivery of, and make payment for, Securities on [the] [each] Delivery Date shall be subject only to the conditions that (1) investment in the Securities shall not at such Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject, which investment the undersigned represents is not prohibited on the date hereof, and (2) the Company shall have delivered to the Underwriters the principal amount of the Securities to be purchased by them pursuant to the Underwriting Agreement referred to in the prospectus mentioned above and received payment therefor.

 

Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith.

 

This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other.

 

It is understood that the acceptance of this contract and any other similar contracts is in the Company’s sole discretion and without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is mailed or delivered.

 

This contract shall be governed by, and construed in accordance with, the laws of the State of New York.

 

 

  Very truly yours,
   
  (Name of Purchaser)
   
  By  
   
   
  (Title of Signatory)
   
   
   
   
  (Address of Purchaser)

 

Accepted, as of the above date:
 
American Express Company
 
By
     
  (Title of Signatory)

 

2

 

Exhibit 4(f)

  

AMERICAN EXPRESS COMPANY

As Issuer

 

and

 

THE BANK OF NEW YORK MELLON 

formerly known as The Bank of New York
As Trustee

 

FOURTH SUPPLEMENTAL INDENTURE 

dated as of February 9, 2024 

to 

THE SUBORDINATED INDENTURE 

dated as of August 1, 2007

 

FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”), dated as of February 9, 2024, between AMERICAN EXPRESS COMPANY, a corporation duly organized and existing under the laws of the State of New York (herein called the “Company”) having its principal office at 200 Vesey Street, New York, NY 10285, and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the “Trustee”) having its principal office at 240 Greenwich Street, 7E, New York, NY 10286.

 

WITNESSETH

 

WHEREAS, the Company and the Trustee have executed and delivered a Subordinated Indenture, dated as of August 1, 2007 (the “Original Indenture,”) and the Second Supplemental Indenture, dated as of May 26, 2022 (the “Second Supplemental Indenture,” and the Original Indenture, together with the Second Supplemental Indenture and this Fourth Supplemental Indenture, the “Indenture”), providing for the issuance of the Company’s debentures, notes or other evidences of unsecured indebtedness to be issued in one or more series (the “Securities”) up to such principal amount or amounts as may from time to time be authorized by or pursuant to the authority granted in one or more resolutions of the Board of Directors.

 

WHEREAS, Section 11.01 of the Original Indenture provides that the Company, when authorized by or pursuant to the authority granted in a resolution of its Board of Directors, and the Trustee, at any time and from time to time, may, without consent of Holders, enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee to add to, change or eliminate any of the provisions of the Indenture; provided, that any such addition, change or elimination shall not apply to any outstanding Security.

 

WHEREAS, this Fourth Supplemental Indenture will not apply to any outstanding Security because the amendments contained in this Fourth Supplemental Indenture will apply only to Securities of a series created pursuant to the Indenture on or after the date hereof.

 

WHEREAS, the Company desires, and has requested, the Trustee to join with it in entering into this Fourth Supplemental Indenture for the purpose of amending the Original Indenture in certain respects as permitted by Section 11.01 of the Original Indenture.

 

WHEREAS, the entry into this Fourth Supplemental Indenture, as required by Section 11.01 of the Original Indenture, has been authorized by a resolution of its Board of Directors.

 

WHEREAS, all actions required by the Company to be taken in order to make this Fourth Supplemental Indenture a valid and legally binding instrument in accordance with its terms, have been taken and performed, and the execution and delivery of this Fourth Supplemental Indenture has been duly authorized in all respects.

 

NOW, THEREFORE, the Company and the Trustee mutually covenant and agree as follows:

 

 

  

Article 1
DEFINITIONS

 

Section 101. Relation to Original Indenture.

 

(a)            This Fourth Supplemental Indenture shall constitute an integral part of the Original Indenture.

 

Section 102. Definitions. For all purposes of this Fourth Supplemental Indenture, except as otherwise expressly provided for or unless the context otherwise requires:

 

(a)            Capitalized terms used but not defined herein shall have the respective meanings assigned to them in the Original Indenture;

 

(b)            Terms defined both herein and in the Original Indenture shall have the meanings assigned to them herein.

 

Article 2
AMENDMENTS TO THE INDENTURE

 

For all Securities of a series created pursuant to the Original Indenture on or after the date hereof, the Original Indenture is hereby amended as follows:

 

Section 201. Amendments to Section 1.01. The following changes are made to Section 1.01 of the Original Indenture:

 

The definition of “Corporate Trust Office” is hereby deleted, amended and restated in its entirety to read as follows, and references in the Indenture to “Corporate Trust Office” shall mean Corporate Trust Office as such term is so amended:

 

““Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office of The Bank of New York, at the date of the execution of this Indenture, is located at 240 Greenwich Street, 7E, New York, NY 10286, Attn: Corporate Trust Administration.”

 

The following new term is hereby inserted immediately following the definition of “Corporation”:

 

““Covenant Default” means a default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty that has been included solely for the benefit of Securities of another series), and a continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee, or to the Company and the Trustee by the Holders of a majority in principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default.””

 

The following new term is hereby inserted immediately following the definition of “Foreign Currency”:

 

““GAAP” means, at any date or for any period, U.S. generally accepted accounting principles as in effect on such date or for such period.”

 

The definition of “Senior Indebtedness” is hereby deleted, amended and restated in its entirety to read as follows, and references in the Indenture to “Senior Indebtedness” shall mean Senior Indebtedness as such term is so amended:

 

Senior Indebtedness”: See Section 13.01 hereof.

 

 

 

Section 202. Amendment to Section 3.05. The seventh paragraph of Section 3.05 of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows:

 

“As provided in Section 3.04 hereof, each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. Notwithstanding the foregoing and except as otherwise specified as contemplated by Section 3.01, no Global Security shall be registered for transfer or exchange, or authenticated or delivered, pursuant to this Section 3.05 or Sections 3.06, 3.07, 4.07 or 11.07 in the name of a Person other than the Depositary for such Security or its nominee until (i) the Depositary with respect to a Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company does not appoint a successor Depositary within 90 days, (ii) the Company executes and delivers to the Trustee a Company Order that such Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Securities of such Series. Upon the occurrence in respect of any Global Security of any series of any one or more of the conditions specified in clauses (i), (ii) or (iii) of the preceding sentence or such other conditions as may be specified as contemplated by Section 3.01 for such series, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, without service charge, (i) to the Depositary or to each Person specified by such Depositary a new Security or Securities of the same series, of like tenor and terms in definitive form and of any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security, and (ii) to such Depositary a new Global Security of like tenor and terms and in a principal amount equal to the difference, if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Securities delivered pursuant to clause (i).”

 

Section 203. Amendment to Section 7.01. The definition of an “Event of Default” in Section 7.01 of the Original Indenture, as amended by the Second Supplemental Indenture, is hereby deleted, amended and restated in its entirety to read as follows, and references in the Indenture to an “Event of Default” or “Events of Default” shall mean an Event of Default or Events of Default as such term is so amended:

 

“Event of Default” whenever used herein with respect to Securities of any series means such events as may be established with respect to the Securities of such series as contemplated by Section 3.01 hereof and any one of the following events, continued for the period of time, if any, and after the giving of notice, if any, designated herein or therein, as the case may be, unless the same is either not applicable to such series or is deleted or modified pursuant to the authority granted in the applicable Board Resolution or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated by Section 3.01 hereof:

 

(a)            [Intentionally omitted];

 

(b)            [Intentionally omitted];

 

(c)            [Intentionally omitted];

 

(d)            [Intentionally omitted];

 

(e)            [Intentionally omitted];

 

(f)            [Intentionally omitted];

 

(g)            the institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under the Federal Bankruptcy Code or any other applicable Federal or State law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or

 

 

 

(h)            any other Event of Default provided in or pursuant to the authority granted in the applicable Board Resolution or in the supplemental indenture under which such series of Securities is issued, as the case may be, as contemplated by Section 3.01 hereof.”

 

Section 204. Amendment to Section 7.07. Section 7.07 of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows:

 

“No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee (or other similar official), or for any other remedy hereunder, unless:

 

1)an Event of Default or Covenant Default with respect to such series of Securities shall have occurred and be continuing and such Holder previously shall have given to the Trustee for the Securities of such affected series written notice of the occurrence and continuance thereof;

 

2)the Holders of not less than a majority in principal amount of the Outstanding Securities of such affected series shall have made written request to such Trustee to institute proceedings in respect of such Event of Default or Covenant Default in its own name as Trustee hereunder;

 

3)such Holder or Holders have offered to such Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

 

4)such Trustee for 90 days after receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

 

5)no direction inconsistent with such written request has been given to such Trustee during such 90-day period by the Holders of a majority in principal amount of the Outstanding Securities of such affected series;

 

it being understood and intended that no one or more Holders of Securities of such affected series shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities of such affected series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders of the Securities of such affected series. Other than as provided in Section 7.08 hereof, only the Trustee or the Holders of not less than a majority in principal amount of the Outstanding Securities of such affected series may institute a proceeding against the Company on account of any Covenant Default. Notwithstanding the foregoing, Holders shall have an absolute right to receive payment of the principal of, and interest on, their Securities of any series when due, and to institute suit to enforce any such payment.”

 

Section 205. Amendment to Section 8.02. Section 8.02 of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows:

 

“Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series which is known to a Responsible Officer of the Trustee or of which such Trustee has been given written notice, the Trustee shall transmit to all Holders of the Securities of such series, as their names and addresses appear in the Securities Register, notice of such default hereunder with respect to such series known to the Trustee, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of principal of (or premium, if any) or interest, if any, on any Security of such series, or in the payment of any redemption payment, the Trustee shall be protected in withholding such notice if and so long as the Trustee in good faith determines that the withholding of such notice is in the interest of such Holders.”

 

 

 

Section 206. Amendment to Section 13.01. Section 13.01 of the Original Indenture is hereby amended and supplemented by the addition of the following language following the first paragraph thereof:

 

““Senior Indebtedness” means the principal of and interest on:

 

(a)            all indebtedness of the Company, whether outstanding on the date of issuance of the Securities of any series issued pursuant to this Indenture or thereafter created, incurred or assumed, which is for money borrowed or which is evidenced by a note, bond, indenture or similar instrument;

 

(b)            all obligations of the Company under leases required or permitted to be capitalized under GAAP;

 

(c)            all of the Company’s reimbursement obligations with respect to any letter of credit, banker’s acceptance, security purchase facility or similar credit transactions;

 

(d)            all obligations of the types referred to in clauses (a), (b) or (c) above of another person, the payment of which the Company is responsible or liable as guarantor or otherwise;

 

(e)            any agreements or obligations to pay deferred purchase price or conditional sales agreements other than in the ordinary course of business;

 

(f)            all obligations of the types referred to in clauses (a) through (e) above of another person secured by any lien on any property or assets of the Company (whether or not that obligation has been assumed by the Company); and

 

(g)            amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness.

 

Senior Indebtedness shall continue to be Senior Indebtedness and to be entitled to the benefits of the subordination provisions of the Indenture irrespective of any amendment, modification or waiver of any term of the Senior Indebtedness, or any extension or renewal of the Senior Indebtedness. Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness shall not include (i) indebtedness incurred for the purchase of goods, materials or property, or for services obtained in the ordinary course of business or for other liabilities arising in the ordinary course of business, (ii) any indebtedness which by its terms is expressly made equal in rank and payment with or subordinated to the Securities, (iii) obligations by the Company owed to its Subsidiaries and (iv) any series of Securities created pursuant to the Indenture.”

 

Section 207. Amendment to Section 13.02(a). Section 13.02(a) of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows:

 

“Upon (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Company, its creditors or its property; (ii) any proceeding for the liquidation, dissolution or other winding up of the Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings; (iii) any assignment by the Company for the benefit of creditors; or (iv) any other marshalling of the assets of the Company, all principal, premium, if any, and interest, if any, due upon all Senior Indebtedness shall first be paid in full, or payment thereof provided for in money or money’s worth in accordance with its terms, before any payment is made on account of the principal of, premium, if any, or interest on the indebtedness evidenced by the Securities, and upon any such dissolution or winding-up or liquidation or reorganization any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, to which the Holders of the Securities would be entitled, except for the provisions hereof, shall (subject to the power of a court of competent jurisdiction to make other equitable provision reflecting the rights conferred by the provisions hereof upon the Senior Indebtedness and the holders thereof with respect to the Securities and the Holders thereof by a lawful plan of reorganization under applicable bankruptcy law), be paid by the Company or any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Holders of the Securities if received by them, directly to the holders of Senior Indebtedness (pro rata to each such holder on the basis of the respective amounts of Senior Indebtedness held by such holder) or their representatives, to the extent necessary to pay all Senior Indebtedness (including interest thereon) in full in money or money’s worth in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness, before any payment or distribution is made to the Holders of the indebtedness evidenced by the Securities. The consolidation of the Company with, or a merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to another Person upon the terms and conditions provided in Section 10.01 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 13.02(a).”

 

 

 

Section 208. Amendment to Section 13.02(b). Section 13.02(b) of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows:

 

“In the event that any payment or distribution of assets of the Company of any kind or character not permitted by Section 13.02(a), whether in cash, property or securities, shall be received by the Trustee for, or the Holders of, the Securities before all Senior Indebtedness is paid in full, or provision made for such payment, in accordance with its terms, at a time when a responsible officer of the Trustee or such Holder has actual knowledge that such payment should not have been made to it, such payment or distribution shall be held in trust for the benefit of, and, upon written request, shall be paid over or delivered to, the holders of such Senior Indebtedness or their representative or representatives, or to the Trustee or trustees under any indenture pursuant to which any instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all such Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.”

 

Section 209. Amendment to Section 13.02(c). The second sentence of Section 13.02(c) of the Original Indenture is hereby deleted, amended and restated in its entirety to read as follows:

 

“No direct or indirect payment, in cash, property or securities, by set-off or otherwise, may be made or agreed to be made on account of the Securities or interest thereon, or in respect of any repayment, redemption, retirement, purchase or other acquisition of the Securities, if, at the time of such payment or immediately after giving effect thereto, (i) the Company defaults in the payment of any principal of (or premium, if any) or interest on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or declaration or otherwise or (ii) an event of default occurs with respect to any Senior Indebtedness permitting the holders thereof to accelerate the maturity thereof and written notice of such event of default (requesting that payments on the Securities cease) is given to the Company by the holders of Senior Indebtedness, and such event of default shall not have been cured or waived or shall not have ceased to exist.”

 

Section 210. Amendment to Section 13.03. Section 13.03 of the Original Indenture is supplemented by adding the following paragraph following the last paragraph:

 

“In matters between Holders of the Securities and any other type of the Company’s creditors, any payments that would otherwise be paid to holders of Senior Indebtedness and that are made to Holders of the Securities because of such subrogation will be deemed a payment by the Company on account of Senior Indebtedness and not on account of the Securities.”

 

Article 3
MISCELLANeOUS

 

Section 301. Effect of Fourth Supplemental Indenture. Upon the execution and delivery of this Fourth Supplemental Indenture by each of the Company and the Trustee, the Original Indenture shall be supplemented in accordance herewith, and this Fourth Supplemental Indenture shall form a part of the Indenture for all purposes.

 

 

 

Section 302. Confirmation of Indenture. The Original Indenture, as supplemented and amended by the Second Supplemental Indenture and by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture, the Second Supplemental Indenture and this Fourth Supplemental Indenture shall be read, taken and construed as one and the same instrument. This Fourth Supplemental Indenture constitutes an integral part of the Indenture. In the event of a conflict between the terms and conditions of the Original Indenture or the Second Supplemental Indenture and the terms and conditions of this Fourth Supplemental Indenture, the terms and conditions of this Fourth Supplemental Indenture shall prevail.

 

Section 303. Governing Law. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

 

Section 304. Separability. In case any provision contained in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

Section 305. Effect of Headings. The titles and headings of the articles and sections of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

 

Section 306. Counterparts. This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Each party agrees that this Fourth Supplemental Indenture may be electronically or digitally signed, and that any such electronic or digital signatures appearing on this Fourth Supplemental Indenture are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.

 

Section 307. Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fourth Supplemental Indenture. The statements and recitals herein are deemed to be those of the Company and not of the Trustee.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first above written.

 

  AMERICAN EXPRESS COMPANY
  as Issuer

 

  By: /s/ Kerri Bernstein
    Name: Kerri Bernstein
    Title: Treasurer

 

 

THE BANK OF NEW YORK MELLON

  as Trustee

 

  By: /s/ Stacey B. Poindexter
    Name: Stacey B. Poindexter
    Title: Vice President

 

[Signature Page for the Fourth Supplemental Indenture]

 

 

 

Exhibit 4(g)

 

Permanent Registered [            ] Senior Global Note

  

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

AMERICAN EXPRESS COMPANY

 

[             ] Notes due                     ,

 

$

 

No.  CUSIP:
CC:  ISIN:

 

AMERICAN EXPRESS COMPANY, a New York corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, (a) the principal amount shown above and (b) accrued and unpaid interest, if any, on the principal amount then outstanding at the interest rate and on the interest payment dates, each as specified in the prospectus supplement attached hereto as Annex I and delivered herewith (together with any prospectuses, prospectus supplements or other supplements referenced therein (however titled), the “Prospectus”).

 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and in the Prospectus, which further provisions shall have the same effect as though fully set forth in this place.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 

 

 

IN WITNESS WHEREOF, AMERICAN EXPRESS COMPANY has caused this instrument to be duly executed.

 

Dated:            ,

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

AMERICAN EXPRESS COMPANY
   
   
This is one of the Securities described in the within-mentioned Indenture. By:         
 
   
  Attest:
   
   
  By:  

 

 

THE BANK OF NEW YORK MELLON  
As Trustee  
   
By:        

 

 

 

 

(Reverse of Global Note)

 

AMERICAN EXPRESS COMPANY

 

[          ] Notes due            ,

 

$

 

No.

 

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under an indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of February 12, 2021 and the second supplemental indenture dated as of May 1, 2023, each between the Company and the Trustee (as so supplemented and as may be further supplemented from time to time, hereinafter called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights and limitation of rights thereunder of the Holders of Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which Securities are and are to be authenticated and delivered. As provided in the Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars (including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption or repurchase provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants, Events of Default or Covenant Breaches and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated [            ] Notes due            ,            (the “Notes”). Additional notes on the same terms and conditions and with the same CUSIP number as those of the Notes may be issued by the Company without the consent of the Holders of the Notes. Such further notes shall be consolidated and form a single series with the Notes.

 

Payment of the principal of, and premium, if any, and interest on, this Note will be made in immediately available funds at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, in such coin or currency of the United States of America or other currency or composite currency, as specified on the face of this Note or in the Prospectus, as at the time of payment shall be legal tender for payment of public and private debts; provided, however, that (A) at the option of the Company payment of interest on any Note issued in definitive form will be payable (i) by a U.S. dollar check drawn on a bank in The City of New York mailed to the address of the person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer in immediately available funds at the place and to the account as the Person entitled thereto may designate, as specified in the Security Register in writing no later than the fifteenth day immediately preceding the relevant Interest Payment Date and (B) payment on any Note issued as a Global Security will be made to or as directed by the Depositary.

 

R-1

 

 

Redemption

 

If so specified in the Prospectus, the Company may, at its option, redeem this Note in whole or in part, on the redemption date specified in the Prospectus and at the redemption price specified therein. Provisions regarding requirements and procedures for redemption, if other than as set forth in the Indenture, will be set forth in the Prospectus.

 

Unless otherwise specified in the Prospectus, this Note will not be subject to any sinking fund.

 

Other Terms

 

The Indenture contains provisions for defeasance and discharge at the Company’s option of either the entire principal of all the Notes of any series or of certain covenants in the Indenture upon compliance by the Company with certain conditions set forth therein.

 

If an Event of Default with respect to the Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. No other defaults under or breaches of the Indenture or terms of the Notes will result in an Event of Default, whether after notice, the passage of time or otherwise, and therefore none of such events (even if constituting a Covenant Breach) will result in a right of acceleration of payment of the outstanding principal amount of the Notes.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series affected thereby. The Indenture also permits, with certain exceptions as therein provided, the Holders of not less than a majority in aggregate principal amount of outstanding Notes of any series, on behalf of the holders of all the Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to a series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain exceptions therein set forth, the transfer of this Note is registrable on the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Trustee to be maintained for that purpose in the City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

R-2

 

 

The Notes are issuable only in registered form without coupons in denominations set forth in the Prospectus. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

 

This Note is a Global Security and will only be exchangeable for a Note in definitive form if (i) the Depositary with respect to this Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company does not appoint a successor Depositary within 90 days, (ii) the Company executes and delivers to the Trustee a Company Order that this Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes.

 

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.

 

In case this Note shall at any time become mutilated, destroyed, stolen or lost and this Note or evidence of the loss, theft, or destruction hereof (together with such indemnity and such other documents or proof as may be required by the Company or the Trustee) shall be delivered to the principal corporate trust office of the Trustee, a new Note of like tenor and Principal Amount will be issued by the Company in exchange for, or in lieu of, this Note.  All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the holder of this Note.

 

Holders of Securities may not enforce their rights pursuant to the Indenture or the Note except as provided in the Indenture.

 

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all terms used in this Note that are defined in the Prospectus shall have the meanings assigned to them in the Prospectus. In the event of any inconsistency between the definitions in the Indenture and the definitions in the Prospectus, the definitions in the Prospectus shall govern.

 

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

 

Prior to due presentment for registration of transfer, the Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the Holder hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

 

R-3

 

 

Annex I

 

Exhibit 4(h)

 

Permanent Registered [          ] Subordinated Global Note

  

THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE TO THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO A NOMINEE FOR DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO AMERICAN EXPRESS COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

 

AMERICAN EXPRESS COMPANY

 

[          ] Notes due            ,

 

$

 

No.  CUSIP:
CC:  ISIN:

 

AMERICAN EXPRESS COMPANY, a New York corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, (a) the principal amount shown above and (b) accrued and unpaid interest, if any, on the principal amount then outstanding at the interest rate and on the interest payment dates, each as specified in the prospectus supplement attached hereto as Annex I and delivered herewith (together with any prospectuses, prospectus supplements or other supplements referenced therein (however titled), the “Prospectus”).

 

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof and in the Prospectus, which further provisions shall have the same effect as though fully set forth in this place.

 

Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee for the Notes by manual, facsimile or electronic signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

 

 

 

IN WITNESS WHEREOF, AMERICAN EXPRESS COMPANY has caused this instrument to be duly executed.

 

Dated:            ,

 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

AMERICAN EXPRESS COMPANY
   
   
This is one of the Securities described in the within-mentioned Indenture. By:         
 
   
  Attest:
   
   
  By:  

 

 

THE BANK OF NEW YORK MELLON  
As Trustee  
   
By:        

 

 

 

(Reverse of Global Note)

 

AMERICAN EXPRESS COMPANY

 

[            ] Notes due            ,

 

$

 

No.

 

This Note is one of a duly authorized issue of debentures, notes or other evidences of indebtedness (hereinafter called “Securities”) of the Company of the series hereinafter specified, all such Securities issued and to be issued under an indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), as supplemented by the second supplemental indenture dated as of May 26, 2022 and the fourth supplemental indenture dated as of February [ ], 2024, each between the Company and the Trustee (as so supplemented and as may be further supplemented from time to time, hereinafter called the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the rights and limitation of rights thereunder of the Holders of Securities and of the rights, obligations, duties and immunities of the Trustee for each series of Securities and of the Company, and the terms upon which Securities are and are to be authenticated and delivered. As provided in the Indenture, Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may be denominated in currencies other than U.S. dollars (including composite currencies), may mature at different times, may bear interest, if any, at different rates, may be subject to different redemption or repurchase provisions, if any, may be subject to different sinking, purchase or analogous funds, if any, may be subject to different covenants, Events of Default or Covenant Defaults and may otherwise vary as in the Indenture provided or permitted. This Note is one of a series of the Securities designated [            ] Notes due            ,            (the “Notes”). Additional notes on the same terms and conditions and with the same CUSIP number as those of the Notes may be issued by the Company without the consent of the Holders of the Notes. Such further notes shall be consolidated and form a single series with the Notes.

 

Payment of the principal of, and premium, if any, and interest on, this Note will be made in immediately available funds at the office or agency of the Trustee maintained for that purpose in the Borough of Manhattan, The City of New York, State of New York, in such coin or currency of the United States of America or other currency or composite currency, as specified on the face of this Note or in the Prospectus, as at the time of payment shall be legal tender for payment of public and private debts; provided, however, that (A) at the option of the Company payment of interest on any Note issued in definitive form will be payable (i) by a U.S. dollar check drawn on a bank in The City of New York mailed to the address of the person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer in immediately available funds at the place and to the account as the Person entitled thereto may designate, as specified in the Security Register in writing no later than the fifteenth day immediately preceding the relevant Interest Payment Date and (B) payment on any Note issued as a Global Security will be made to or as directed by the Depositary.

 

R-1

 

 

Redemption

 

If so specified in the Prospectus, the Company may, at its option, redeem this Note in whole or in part, on the redemption date specified in the Prospectus and at the redemption price specified therein. Provisions regarding requirements and procedures for redemption, if other than as set forth in the Indenture, will be set forth in the Prospectus.

 

Unless otherwise specified in the Prospectus, this Note will not be subject to any sinking fund.

 

Subordination

 

The payment of principal of and interest on this Note is, to the extent and in the manner provided in the Indenture, subordinated and subject in right of payment to the prior payment in full of all amounts then due on all Senior Indebtedness of the Company, and this Note is issued subject to such subordination provisions contained in the Indenture. Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee such Holder’s attorney-in-fact for any and all such purposes. Each Holder of this Note, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such Holder upon said provisions.

 

Other Terms

 

The Indenture contains provisions for defeasance and discharge at the Company’s option of either the entire principal of all the Notes of any series or of certain covenants in the Indenture upon compliance by the Company with certain conditions set forth therein.

 

If an Event of Default with respect to the Notes, as defined in the Indenture, shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. No other defaults under or breaches of the Indenture or terms of the Notes will result in an Event of Default, whether after notice, the passage of time or otherwise, and therefore none of such events (even if constituting a Covenant Default) will result in a right of acceleration of payment of the outstanding principal amount of the Notes.

 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding of each series affected thereby. The Indenture also permits, with certain exceptions as therein provided, the Holders of not less than a majority in aggregate principal amount of outstanding Notes of any series, on behalf of the holders of all the Notes of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences with respect to a series. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

 

R-2

 

 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.

 

As provided in the Indenture and subject to certain exceptions therein set forth, the transfer of this Note is registrable on the Securities Register of the Company, upon surrender of this Note for registration of transfer at the office or agency of the Trustee to be maintained for that purpose in the City of New York, New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 

The Notes are issuable only in registered form without coupons in denominations set forth in the Prospectus. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of a like tenor and of a different authorized denomination, as requested by the Holder surrendering the same.

 

This Note is a Global Security and will only be exchangeable for a Note in definitive form if (i) the Depositary with respect to this Global Security notifies the Company in writing that it is unwilling or unable to continue as Depositary for such Global Security or the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable statute or regulation if required thereunder, and the Company does not appoint a successor Depositary within 90 days, (ii) the Company executes and delivers to the Trustee a Company Order that this Global Security shall be so transferable and exchangeable or (iii) there shall have occurred and be continuing an Event of Default with respect to the Notes.

 

No service charge shall be made for any such transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the registration of such transfer or exchange, other than certain exchanges not involving any transfer.

 

In case this Note shall at any time become mutilated, destroyed, stolen or lost and this Note or evidence of the loss, theft, or destruction hereof (together with such indemnity and such other documents or proof as may be required by the Company or the Trustee) shall be delivered to the principal corporate trust office of the Trustee, a new Note of like tenor and Principal Amount will be issued by the Company in exchange for, or in lieu of, this Note.  All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the holder of this Note.

 

R-3

 

 

Holders of Securities may not enforce their rights pursuant to the Indenture or the Note except as provided in the Indenture.

 

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture, and all terms used in this Note that are defined in the Prospectus shall have the meanings assigned to them in the Prospectus. In the event of any inconsistency between the definitions in the Indenture and the definitions in the Prospectus, the definitions in the Prospectus shall govern.

 

This Note shall for all purposes be governed by, and construed in accordance with, the laws of the State of New York.

 

Prior to due presentment for registration of transfer, the Company, the Trustee for the Notes and any agent of the Company or such Trustee may treat the Person in whose name this Note is registered as the Holder hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary.

 

R-4

 

 

Annex I

 

 

Exhibit 5

 

 

 

D: +1 212 225 2530

flodell@cgsh.com

 

February 9, 2024

 

American Express Company
200 Vesey Street
New York, New York 10285

 

Ladies and Gentlemen:

 

We have acted as special counsel to American Express Company, a New York corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-3 (including the documents incorporated by reference therein, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time, together or separately and in one or more series (if applicable), of the Company’s (i) debt securities (the “Debt Securities”); (ii) preferred shares, par value $1.66 2/3 per share (the “Preferred Shares”); (iii) fractional interests in Preferred Shares represented by depositary receipts (the “Depositary Shares”); (iv) common shares, par value $0.20 per share (the “Common Shares”); (v) warrants to purchase Debt Securities, Preferred Shares, Common Shares or equity securities issued by another entity (the “Securities Warrants”); (vi) warrants the value of which is related to other items or indices (the “Other Warrants”, and the Securities Warrants and Other Warrants are collectively referred to herein as the “Warrants”); (vii) units each consisting of one or more other Securities (as defined below) or any combination of such Securities or the debt obligations of third parties (the “Units”); and (viii) guarantees, including for debt securities of subsidiaries, which may be offered for consideration that may include consents or exchanges of existing securities (the “Guarantees”). The Debt Securities, Preferred Shares, Depositary Shares, Common Shares, Warrants, Units and Guarantees are collectively referred to herein as the “Securities.” The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act.

 

 

 

 

 

American Express Company, p. 2

 

The Debt Securities are to be issued in one or more series and may be either senior debt securities issued pursuant to a senior indenture dated as of August 1, 2007 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as senior trustee, as supplemented by the first supplemental indenture dated as of February 12, 2021 and the second supplemental indenture dated as of May 1, 2023, each between the Company and the senior trustee (as amended or supplemented, the “Senior Indenture”), or subordinated debt securities issued pursuant to a subordinated indenture dated as of August 1, 2007 between the Company and The Bank of New York Mellon (formerly known as The Bank of New York), as subordinated trustee, as supplemented by the second supplemental indenture dated as of May 26, 2022 and the fourth supplemental indenture dated as of February 9, 2024, each between the Company and the subordinated trustee (as amended or supplemented, the “Subordinated Indenture”). The Senior Indenture and the Subordinated Indenture are each referred to herein as an “Indenture” and collectively referred to herein as the “Indentures.” The terms of the Preferred Shares are to be established in one or more certificates of amendment to be filed with the Secretary of State of the State of New York (each, a “Certificate of Amendment”). The Depositary Shares are to be issued under one or more deposit agreements (each, a “Deposit Agreement”), to be entered into between the Company and the depositary to be named therein. The Warrants are to be issued under one or more warrant agreements (each, a “Warrant Agreement”), to be entered into between the Company and the warrant agent to be named therein. The Units are to be issued under one or more unit agreements (each, a “Unit Agreement”), to be entered into between the Company and the unit agent to be named therein. The Guarantees are to be issued pursuant to one or more guarantees to be issued by the Company.

 

In arriving at the opinions expressed below, we have reviewed the following documents:

 

(a)the Registration Statement;

 

(b)executed copies of the Indentures, conformed copies of which are filed as Exhibits 4(a), 4(b), 4(c), 4(d), 4(e) and 4(f) to the Registration Statement;

 

(c)the form of certificate of Common Shares filed as Exhibit 4(j) to the Registration Statement; and

 

(d)copies of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Bylaws, as amended and restated (the “Bylaws”), certified by