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 22, 2013

AMERICAN EXPRESS COMPANY

(Exact name of registrant as specified in its charter)

New York	1-7657	13-4922250
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

200 Vesey Street, World Financial Center
New York, New York	10285
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 640-2000

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))

Item 9.01 Financial Statements and Exhibits

Exhibits are filed herewith in connection with the issuance by American Express Company (the “Company”), on May 22, 2013, of U.S.$1,000,000,000 aggregate principal amount of the Company’s 1.550% Notes due May 22, 2018 and U.S.$850,000,000 aggregate principal amount of the Company’s Floating Rate Notes due May 22, 2018 pursuant to a Prospectus Supplement dated May 15, 2013 to the Prospectus dated December 3, 2012, filed as part of the Company’s Registration Statement on Form S-3 (No. 333-185242).

(d)          Exhibits

5           Opinion and Consent of Louise M. Parent, Esq.

23         Consent of Counsel (included in Exhibit 5)

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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/ Carol V. Schwartz
	Name: Carol V. Schwartz
	Title: Secretary

Date:  May 22, 2013

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EXHIBIT INDEX

Exhibit	Description
5	Opinion and Consent of Louise M. Parent, Esq.
23	Consent of Counsel (included in Exhibit 5)

EX-5

Exhibit 5

 

American Express
Company

May 22, 2013

American Express Company

200 Vesey Street

New York, New York 10285

Ladies and Gentlemen:

I am Executive Vice President and General 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. 333-185242) of $1,000,000,000 aggregate principal amount of 1.550% Notes due May 22, 2018 (the “Fixed Rate Notes”) and $850,000,000 aggregate principal amount of Floating Rate Notes due May 22, 2018 (the “Floating Rate Notes,” and, together with the Fixed Rate Notes, the “Securities”). The Securities are being issued pursuant to an indenture (the “Indenture”) dated as of August 1, 2007 between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).

I, or members of my staff, have examined 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 inquiries of law and fact as we have deemed necessary or relevant as the basis of my opinion hereinafter expressed. 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:

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

American Express Company, page 2

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.

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 my staff 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 May 22, 2013, 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/ Louise M. Parent                       

Louise M. Parent

Executive Vice President

and General Counsel