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): ~~October~~November 1, 2021

AMERICAN EXPRESS CREDIT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1-6908

11-1988350

(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

0.625 percent Senior Notes, due November 22, 2021

AXP/21

New York Stock Exchange

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

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 18.0201 ~~Termination~~Other ~~of a Material Definitive Agreement~~Events.

On ~~October~~November 1, 2021, American Express ~~Credit~~Company ~~Corporation~~(“American Express”) announced that it is commencing an exchange offer (the “~~Company~~Exchange Offer”) ~~terminated~~pursuant to which it is offering to issue its ~~amended~~new senior notes (the “AXP Notes”) in exchange for any and ~~restated~~all ~~three-year~~of ~~Credit~~the ~~Agreement~~$2 ~~dated~~billion asaggregate principal amount of ~~October~~the ~~15,~~outstanding ~~2019~~3.300% Senior Notes due May 3, ~~among~~2027 (the “Credco Notes”) issued by American Express Credit Corporation (the “Company”), ~~Wells~~a ~~Fargo~~wholly-owned ~~Bank,~~subsidiary ~~National~~of ~~Association,~~American asExpress. ~~Administrative~~Concurrently ~~Agent,~~with ~~Citibank~~the Exchange Offer, ~~N.A.~~the ~~and~~Company ~~Deutsche~~is ~~Bank~~soliciting ~~Securities~~consents ~~Inc.~~(the “Consent Solicitation”) to adopt certain proposed amendments to the indenture under which the Credco Notes were issued (the “Credco Indenture”) that would, asamong ~~Co-Syndication~~other ~~Agents~~things, eliminate certain of the covenants and events of default in the ~~other~~Credco ~~banks~~Indenture ~~party~~(including ~~thereto.~~the ~~The~~reporting ~~Credit~~covenant). ~~Agreement~~Documents ~~provided~~relating to the ~~Company~~Exchange ~~with~~Offer aand ~~committed~~Consent ~~syndicated~~Solicitation ~~credit~~will ~~facility~~only ~~with~~be adistributed ~~borrowing~~to ~~capacity~~eligible holders of ~~$3,500,000,000~~the Credco Notes who complete and return an eligibility form confirming that they are either a ~~maturity~~“qualified ~~date~~institutional ofbuyer” ~~October~~under 15Rule 144A under the Securities Act of 1933, ~~2022~~as amended (the “~~Credco~~Securities ~~Credit Facility~~Act”)., Noor ~~amounts~~outside ~~were~~the ~~drawn~~United onStates, ~~the~~not ~~Credco~~a ~~Credit~~“U.S. ~~Facility~~person” atwithin the ~~time~~meaning of ~~its~~Regulation ~~termination~~S under the Securities Act and a Non-U.S. ~~Also~~qualified onofferee ~~October~~(as defined in the offering memorandum and consent solicitation statement dated November 1, 2021, arelating ~~new~~to $3the Exchange Offer and Consent Solicitation),~~500~~ and,~~000~~ in either case,~~000~~ ~~credit~~not ~~facility~~located ~~was~~in ~~established~~or ~~with~~a ~~American~~resident ~~Express~~of ~~Company~~Canada. ~~and~~A ~~American~~copy ~~Express~~of ~~Travel~~the ~~Related~~press ~~Services~~release ~~Company,~~is ~~Inc.~~attached ~~(“TRS”)~~hereto as ~~co-borrowers~~Exhibit 99.1 and ~~co-obligors~~is incorporated herein by reference.

OnAs ~~October~~part 5,of ~~2021~~ongoing plans to simplify American Express’ funding and reporting structure, the Company ~~terminated~~intends ~~its~~to ~~commercial~~deregister ~~paper~~with ~~program,~~the ~~which~~Securities ~~had~~Exchange noCommission ~~outstanding~~(the ~~obligations~~“SEC”) atand to cease reporting pursuant to Section 13 or 15(d) of the ~~time.~~Securities ~~The~~Exchange ~~Company~~Act ~~had~~of ~~nil~~1934, ~~commercial~~as ~~paper~~amended ~~outstanding~~(the “Exchange Act”), as soon as it may do so in accordance with the applicable requirements of ~~both~~the ~~June~~Exchange ~~30,~~Act ~~2021~~and the rules and ~~December~~regulations ~~31,~~of ~~2020~~the SEC thereunder. ~~The~~This ~~average~~is ~~commercial~~currently ~~paper~~expected ~~outstanding~~to ~~was~~occur ~~nil~~in ~~and~~early $02022.6 ~~billion~~Although ~~for~~ the ~~six~~proposed ~~months~~amendments ~~ended~~to ~~June~~the ~~30,~~Credco ~~2021~~Indenture ~~and~~discussed above would eliminate the ~~year~~reporting ~~ended~~covenant ~~December~~in ~~31,~~the ~~2020~~Credco Indenture, ~~respectively.~~once ~~Also~~the onCompany ~~October~~ceases 5reporting pursuant to Section 13 or 15(d) of the Exchange Act, ~~2021~~stand-alone information regarding the Company will no longer be publicly available in any case. In addition, ~~TRS~~the ~~entered~~Credco ~~into~~Indenture ~~agreements~~does tonot ~~establish~~include a ~~new~~covenant ~~commercial~~to ~~paper~~maintain ~~program~~a credit rating. As a result, following completion of the exchange offer, certain credit ratings on the Company or on any unexchanged Credco Notes may be withdrawn.

~~Termination~~Cautionary ofNote ~~the~~Regarding ~~Credco~~Forward-Looking Credit Facility and commercial paper program and the establishment of the new credit facility and commercial paper program were carried out to simplify American Express’ funding and reporting structure. Statements

~~Borrowings~~This ~~under~~Current Report on Form 8-K includes forward-looking statements within the ~~Credco~~meaning ~~Credit~~of ~~Facility~~the ~~were~~Private ~~available~~Securities ~~for~~Litigation ~~general~~Reform ~~corporate~~Act ~~purposes~~of 1995, ~~including~~which are subject to ~~fund~~risks and uncertainties. The forward-looking statements, which address the ~~Company’s~~Exchange ~~working~~Offer ~~capital~~and ~~needs~~Consent Solicitation, contain words such as “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions. Actual results may differ from those set forth in the ~~ordinary~~forward-looking ~~course~~statements due to a variety of ~~business~~factors, including market conditions, the satisfaction of the conditions described in the offering memorandum and asconsent ~~backstop~~solicitation statement dated November 1, 2021 and those contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s ~~commercial~~Quarterly ~~paper~~Report ~~outstanding.~~on ~~The~~Form ~~availability~~10-Q offor the ~~Credco~~quarter ~~Credit~~ended ~~Facility~~September ~~was~~30, ~~subject~~2021 toand ~~compliance~~the Company’s other filings with ~~certain~~the ~~covenants~~Securities ~~that~~and ~~required~~Exchange ~~maintenance~~Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of athe 1date on which they are made.25 ~~minimum~~The ~~fixed~~Company ~~charge~~undertakes ~~coverage~~no ~~ratio~~obligation to update or revise any forward-looking statements.

~~Certain~~Important ofInformation the lenders under the Credco Credit Facility, or their affiliates, have engaged, and in the future may engage, in business transactions with the Company or its affiliates and have provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory, and other services in the ordinary course of business for ~~the~~Investors ~~Company~~ and ~~its~~Stockholders ~~affiliates, for which they have in the past and may in the future receive customary fees and commissions.~~

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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~~SIGNATURE~~Item 9.01 Financial Statements and Exhibits (d) Exhibits


Exhibit			Description
99.1			Press Release dated November 1, 2021 .
104			The 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 CREDIT CORPORATION
			(REGISTRANT)

			By:			/s/ Douglas C. Turnbull
						Name: Douglas C. Turnbull
						Title: Secretary

Date: ~~October~~November 71, 2021

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