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): December 12, 2012

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 8.01 Other Events

On December 12, 2012, American Express Company announced the final tender results of its previously announced private offers to exchange certain of its outstanding debt securities for new debt securities and cash. A copy of the press release containing this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

99.1  Press release, dated December 12, 2012, announcing the final results of the private exchange offers.

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

Date:  December 12,  2012

-3-

EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated December 12, 2012, announcing the final results of the private exchange offers.

-4-

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

American Express Company Announces Final Results of Exchange Offers

NEW YORK, December 12, 2012 -- American Express Company announced today the final results of its previously announced private offers to exchange (i) any and all of its outstanding 8.125% Senior Notes due 2019 for its new 2.650% Senior Notes due December 2, 2022 and cash and (ii) any and all of its outstanding 8.150% Senior Notes due 2038 for its new 4.050% Senior Notes due December 3, 2042 and cash.

The exchange offers expired at 11:59 p.m., New York City time, on December 11, 2012.

Based on information provided by D.F. King & Co., Inc., the exchange agent for the exchange offers, as of the expiration date $1,108,629,000 aggregate principal amount of the 2019 notes had been validly tendered for exchange and not validly withdrawn, representing approximately 63.35% of the outstanding 2019 notes, and $779,693,000 aggregate principal amount of the 2038 notes had been validly tendered for exchange and not validly withdrawn, representing approximately 77.97% of the outstanding 2038 notes.

In accordance with the terms of the exchange offers, American Express has accepted or will accept all of the old notes that were validly tendered for exchange.  American Express expects final settlement to take place on December 13, 2012.

The exchange offers have not been registered under the Securities Act of 1933, as amended or any state securities laws. Therefore, the new notes may not be offered or sold in the United States absent an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. American Express has entered into registration rights agreements with respect to each series of the new notes.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The exchange offers were made solely by the confidential offering circular for the exchange offers, dated November 13, 2012, and the related letter of transmittal and only to such persons and in such jurisdictions as permitted under applicable law.

In particular, this communication is only addressed to and directed at: (A) in any Member State of the European Economic Area that has implemented the Prospectus Directive, qualified investors in that Member State within the meaning of the Prospectus Directive and (B) (i) persons that are outside the United Kingdom 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”).  The new notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such new notes will be engaged in only with, relevant persons.  Any person who is not a relevant person should not act or rely on this document or any of its contents.

This press release contains forward-looking statements, which are subject to risks and uncertainties. The forward-looking statements contain words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “may,” “likely” and similar expressions. 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. American Express undertakes no obligation to update or revise any forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the timing of final settlement of the exchange offers.

About American Express

American Express is a global services company, providing customers with access to products, insights and experiences that enrich lives and build business success.  Learn more at americanexpress.com and connect with us on facebook.com/americanexpress, foursquare.com/americanexpress, linkedin.com/companies/american-express, twitter.com/americanexpress, and youtube.com/americanexpress.

Key links to products and services:  charge and credit cards, business credit cards, travel services, gift cards, prepaid cards, merchant services, business travel, and corporate card

# # #

Contacts:

Investors/Analysts:

Ken Paukowits, ken.f.paukowits@aexp.com , +1.212.640.6348

Fixed Income Investor Relations

Vivian Zhou, vivian.y.zhou@aexp.com, +1.212.640.6182

-1-