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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 4, 2022
 
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
   
New York 1-7657 13-4922250
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
200 Vesey Street,
New York, New York 10285
(Address of principal executive offices and zip code)
(212) 640-2000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares (par value $0.20 per Share) AXP New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐




Item 8.01 Other Events.
Exhibits are filed herewith in connection with the issuance by American Express Company (the “Company”), on March 4, 2022, of $1,750,000,000 aggregate principal amount of 2.250% Notes due March 4, 2025, $500,000,000 aggregate principal amount of Floating Rate Notes due March 4, 2025 and $1,750,000,000 aggregate principal amount of 2.550% Notes due March 4, 2027 pursuant to a Prospectus Supplement dated March 1, 2022 to the Prospectus dated February 12, 2021, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-253057).
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
The following exhibits are incorporated by reference into the Registration Statement as exhibits thereto and are filed as part of this Current Report:
ExhibitDescription
5.1
23.1
Consent of Counsel (included in Exhibit 5.1)
104The cover page of this Current Report on Form 8-K, formatted as inline XBRL.



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SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 AMERICAN EXPRESS COMPANY
 (REGISTRANT)
   
 By:/s/ Kristina V. Fink
  Name:  Kristina V. Fink
  Title:    Corporate Secretary
 
Date: March 4, 2022
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Exhibit 5




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American Express Company
General Counsel’s Organization
200 Vesey Street
New York, NY 10285

March 4, 2022
American Express Company
200 Vesey Street
New York, New York 10285
Ladies and Gentlemen:
I am Vice President and Senior Counsel of American Express Company (the “Company”), a New York corporation, and I have represented the Company in connection with the offering by the Company pursuant to a registration statement on Form S-3 (No. 333-253057) of $1,750,000,000 aggregate principal amount of the Company’s 2.250% Notes due March 4, 2025 (the “2025 Fixed Rate Notes”), 500,000,000 aggregate principal amount of the Company’s Floating Rate Notes due March 4, 2025 (the “Floating Rate Notes”) and $1,750,000,000 aggregate principal amount of the Company’s 2.550% Notes due March 4, 2027 (the “2027 Fixed Rate Notes” and, together with the 2025 Fixed Rate Notes and the Floating Rate Notes, the “Securities”). The Securities are being issued pursuant to a senior indenture dated as of August 1, 2007 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the first supplemental indenture thereto dated as of February 12, 2021 between the Company and The Bank of New York Mellon (the “Supplemental Indenture” and the Base Indenture as so supplemented, the “Indenture”).
I, or members of the staff of the General Counsel’s Office of the Company, have reviewed the originals, or copies certified or otherwise identified to our satisfaction, of such corporate records and documents relating to the Company and have made such other investigations of law and fact as we have deemed appropriate as the basis for the opinions expressed below. In such examination, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, I have assumed the due authorization, execution, delivery and, where appropriate, authentication of the documents by all parties thereto other than the Company.
I am admitted to the practice of law only in the State of New York and do not purport to be expert in the laws of any jurisdictions other than the federal law of the United States of America and the law of the State of New York.


American Express Company, page 2
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is my opinion that:
The issuance and sale of the Securities have been authorized by the Company. The Securities have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) I have assumed that each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York), and (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity. The foregoing opinions are limited to the law of the State of New York.
As to certain factual matters, I have relied upon certificates of officers of the Company and certificates of public officials and other sources believed by me to be responsible; and I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, that the Securities have been delivered against payment as contemplated in the prospectus and the prospectus supplement and that the signatures on all documents examined by me or members of the staff of the General Counsel’s Office of the Company are genuine (assumptions that I have not independently verified).
I hereby consent to the use of my name in each of the prospectus and the prospectus supplement constituting a part of the Registration Statement under the heading “Legal Matters,” as counsel for the Company who has passed on the validity of the Securities, and to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated March 4, 2022, which will be incorporated by reference in the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.


Very truly yours,

/s/ David S. Carroll
David S. Carroll
Vice President and Senior Counsel