8-K

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): May 1, 2023

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 May 1, 2023, of $1,250,000,000 aggregate principal amount of 4.990% Fixed-to-Floating Rate Notes due May 1, 2026 (the “2026 Fixed-to-Floating Rate Notes”) and $1,250,000,000 aggregate principal amount of 5.043% Fixed-to-Floating Rate Notes due May 1, 2034 (the “2034 Fixed-to-Floating Rate Notes” and, together with the 2026 Fixed-to-Floating Rate Notes, the “Notes”) pursuant to a Prospectus Supplement dated April 26, 2023 to the Prospectus dated February 12, 2021, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-253057). The Notes were issued under a senior indenture dated as of August 1, 2007, 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 and the second supplemental indenture thereto dated as of May 1, 2023, each between the Company and the Trustee.

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:

Exhibit	Description
4	Second Supplemental Indenture dated as of May 1, 2023 to the Senior Indenture dated as of August 1, 2007, between the Company and the Trustee.
5	Opinion and Consent of David S. Carroll, Esq.
23	Consent of Counsel (included in Exhibit 5)
104	The cover page of this Current Report on Form 8-K, formatted as inline XBRL

-2-

SIGNATURE

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: May 1, 2023

-3-

EX-4

Exhibit 4

AMERICAN EXPRESS COMPANY

As Issuer

And

THE BANK OF NEW YORK MELLON

formerly known as The Bank of New York

As Trustee

SECOND SUPPLEMENTAL INDENTURE

dated as of May 1, 2023

to

THE SENIOR INDENTURE

dated as of August 1, 2007

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of May 1, 2023, between AMERICAN EXPRESS COMPANY, a corporation duly organized and existing under the laws 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 national banking association, as Trustee (herein called the “Trustee”).

WITNESSETH

WHEREAS, the Company and the Trustee have executed and delivered a Senior Indenture, dated as of August 1, 2007 (the “Original Indenture,”) and the First Supplemental Indenture, dated as of February 12, 2021 (the “First Supplemental Indenture,” and the Original Indenture, together with the First Supplemental Indenture and this Second 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 Second Supplemental Indenture will not apply to any outstanding Security because the amendments contained in this Second 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 Second 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 Second Supplemental Indenture, as required by Section 11 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 Second 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 Second 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 Second Supplemental Indenture shall constitute an integral part of the Original Indenture.

Section 102. Definitions. For all purposes of this Second 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. Amendment to Section 1.01. Section 1.01 of the Original Indenture is hereby amended by inserting the following new term immediately following the definition of “Corporation”

“‘Covenant Breach’ 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)

default in the making or satisfaction of any sinking fund payment or analogous obligation when the same becomes due and payable by the terms of the Securities of such series; or

(b)

default in the performance, or breach, of any covenant or warranty of the Company in respect of the Securities of such series contained in this Indenture or in such Securities (other than a covenant or warranty in respect of the Securities of such series a default in whose performance or whose breach is elsewhere in Section 7.01 specifically dealt with) or established 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, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee for the Securities of such series, or to the Company and such Trustee by the Holders of at least 25% 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 Covenant Breach’ hereunder.

For the avoidance of doubt, a Covenant Breach shall not be an Event of Default with respect to any Security except to the extent otherwise specified as contemplated by Section 3.01 hereof with respect to such Security.”

Section 202. Amendment to Section 3.01. Section 3.01(o) of the Original Indenture is hereby amended by inserting “, Covenant Breach” after the phrase “Event of Default”.

Section 203. Amendment to Section 3.03. Section 3.03(c) of the Original Indenture is hereby amended by inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default”.

Section 204. Amendment to Section 3.05. Section 3.05 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default”.

Section 205. Amendment to Section 4.02. Section 4.02 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default”.

Section 206. Amendment to Section 5.03. The first paragraph of Section 5.03 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default”. The last paragraph of Section 5.03 of the Original Indenture shall be deleted, amended and restated in its entirety to read as follows:

“The Trustee shall not redeem any Securities of any series with sinking fund moneys or mail any notice of redemption of such Securities by operation of the sinking fund for such series during the continuance of a default in payment of interest on such Securities, any Event of Default or any Covenant Breach (other than a Covenant Breach occurring as a consequence of this Section 5.03) with respect to such Securities, except that if the notice of redemption of any such Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default, Event of Default or Covenant Breach shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default, Event of Default or Covenant Breach, be held as security for the payment of such Securities; provided, however, that in case such Event of Default, Covenant Breach or default shall have been cured or waived as provided herein, such moneys shall thereafter be applied on the next sinking fund payment date for such Securities on which such moneys may be applied pursuant to the provisions of this Section 5.03.”

Section 207. Amendment to Section 7.01. The definition of “Events of Default” contained in Section 7.01 of the Original Indenture, as modified by the First Supplemental Indenture, is hereby amended by deleting Section 7.01 in its entirety and replacing it with the following, and references in the Indenture to “Events of Default” shall mean 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)	default in the payment of any interest upon any Security of such series when the same becomes due and payable, and continuance of such default for a period of 30 days; or
(b)	default in the payment of all or any part of the principal of (or premium, if any, on) any Security of such series at its Maturity, and continuance of such default for a period of 30 days;
(c)	[Intentionally omitted];
(d)	[Intentionally omitted];
(e)	the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed, a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under Title 11 of the United States Code as now constituted or hereafter amended (the “Federal Bankruptcy Code”) or any other applicable Federal or State law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days;
(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 208. Amendment to Section 7.02. The first paragraph of Section 7.02 of the Original Indenture shall be amended by adding the following sentence at the end of such paragraph:

“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, unless such acceleration rights are granted specifically for such Securities as contemplated by Section 3.01.”

Section 209. Amendment to Section 7.03. Section 7.03 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default” and Section 7.03(b) of the Original Indenture shall be deleted, amended and restated in its entirety to read as follows:

“(b) default is made in the payment of all or any part of the principal of (or premium, if any, on) any Security of any series at the Maturity thereof and such default continues for a period of 30 days, or”

Section 210. Amendment to Section 7.07. Section 7.07 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default”.

Section 211. Amendment to Section 7.11. Section 7.11 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default”.

Section 212. Amendment to Section 7.13. Section 7.13 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default”.

Section 213. Amendment to Section 8.01. Section 8.01 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default”.

Section 214. Amendment to Section 8.02. Section 8.02 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after the phrase “Event of Default” and replacing “Section 7.01(d)” with “clause (b) in the definition of ‘Covenant Breach’”.

Section 215. Amendment to Section 8.03. Section 8.03(h) of the Original Indenture shall be deleted, amended and restated in its entirety to read as follows:

“except with respect to Section 12.01, the Trustee shall have no duty to inquire as to the performance of the Company with respect to covenants contained in Article 12. In addition, the Trustee shall not be deemed to have knowledge of an Event of Default or Covenant Breach except (i) any default or Event of Default occurring pursuant to Sections 12.01, 7.01(a) or 7.01(b) or (ii) any default or Event of Default or Covenant Breach of which the Trustee shall have received written notification or obtained actual knowledge;”.

Section 216. Amendment to Section 10.01. Section 10.01 of the Original Indenture is hereby amended by inserting “or Covenant Breach” after each occurrence of the phrase “Event of Default”.

Section 217. Amendment to Section 11.01. Section 11.01(b) of the Original Indenture is hereby amended by replacing “covenants or Events of Default” with “covenants, Events of Default or Covenant Breaches”

ARTICLE 3

MISCELLANOUS

Section 301. Effect of Second Supplemental Indenture. Upon the execution and delivery of this Second Supplemental Indenture by each of the Company and the Trustee, the Original Indenture shall be supplemented in accordance herewith, and this Second 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 First Supplemental Indenture and by this Second Supplemental Indenture, is in all respects ratified and confirmed, and the Original Indenture, the First Supplemental Indenture and this Second Supplemental Indenture shall be read, taken and construed as one and the same instrument. This Second 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 First Supplemental Indenture and the terms and conditions of this Second Supplemental Indenture, the terms and conditions of this Second Supplemental Indenture shall prevail.

Section 303. Governing Law. This Second 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 Second 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 Second 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 Second 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 Second Supplemental Indenture may be electronically or digitally signed, and that any such electronic or digital signatures appearing on this Second 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 Second 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 Second Supplemental Indenture to be duly executed as of the day and year first above written

AMERICAN EXPRESS COMPANY

as Issuer

By:    /s/ Rosario Perez
    Name: Rosario Perez
    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 Second Supplemental Indenture]

EX-5

Exhibit 5

American Express Company

General Counsel’s Organization

200 Vesey Street

New York, NY 10285

May 1, 2023

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 $1,250,000,000 aggregate principal amount of the Company’s 4.990% Fixed-to-Floating Rate Notes due May 1, 2026 (the “2026 Fixed-to-Floating Rate Notes”) and $1,250,000,000 aggregate principal amount of the Company’s 5.043% Fixed-to-Floating Rate Notes due May 1, 2034 (the “2034 Fixed-to-Floating Rate Notes” and, together with the 2026 Fixed-to-Floating Rate Notes, the “Notes”). The Notes are being issued pursuant to a senior indenture dated as of August 1, 2007 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 and the second supplemental indenture thereto dated as of May 1, 2023, each between the Company and the Trustee (as so supplemented, the “Indenture”).

I, or members of the staff of the General Counsel’s Organization 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.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is my opinion that:

American Express Company, page 2

The issuance and sale of the Notes have been authorized by the Company. The Notes 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 Notes have been signed by one of the Trustee’s authorized officers, that the Notes 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 Organization 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 Notes, and to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated May 1, 2023, 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.

[Signature Page Follows]

American Express Company, page 3

Very truly yours,

/s/ David S. Carroll

David S. Carroll

Vice President and Senior Counsel

XML

Document and Entity Information	May 01, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 01, 2023
Entity Registrant Name	AMERICAN EXPRESS CO
Entity Central Index Key	0000004962
Amendment Flag	false
Entity Incorporation, State or Country Code	NY
Entity File Number	1-7657
Entity Tax Identification Number	13-4922250
Entity Address, Address Line One	200 Vesey Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10285
City Area Code	212
Local Phone Number	640-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares (par value $0.20 per Share)
Trading Symbol	AXP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false