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American Express Company Announces Pricing Terms of Note Exchange Offers

  American Express Company Announces Pricing Terms of Note Exchange Offers

Business Wire

NEW YORK -- November 27, 2012

American Express Company (NYSE: AXP) announced today the pricing terms of its
previously announced private offers to exchange (i) any and all of its
outstanding8.125% Senior Notes due 2019 for its new Senior Notes due December
2, 2022 and cash and (ii) any and all of its outstanding8.150% Senior Notes
due 2038 for its new Senior Notes due December 3, 2042 and cash. The pricing
terms were determined as of the price determination date, which was 2:00 p.m.,
New York City time, on November 27, 2012, in accordance with the terms set out
in the confidential offering circular for the exchange offers, dated November
13, 2012, and the related letter of transmittal.

The interest rate on the new 2022 notes will be 2.650%. The “New 2022 Issue
Yield” (as defined in the confidential offering circular) on the new 2022
notes will be 2.697% and the “New 2022 Notes Value” (as defined in the
confidential offering circular) of the new 2022 notes will be $1,145.29. These
amounts were determined by reference to the bid-side yield on the 1.625% U.S.
Treasury due November 15, 2022 as of the price determination date, which was
1.647%.

The interest rate on the new 2042 notes will be 4.050%. The “New 2042 Issue
Yield” (as defined in the confidential offering circular) on the new 2042
notes will be 4.086% and the “New 2042 Notes Value” (as defined in the
confidential offering circular) of the new 2042 notes will be $1,341.64. These
amounts were determined by reference to the bid-side yield on the 2.75% U.S.
Treasury due August 15, 2042 as of the price determination date, which was
2.786%.

The total exchange price to be received in each exchange offer for each $1,000
principal amount of the relevant series of old notes validly tendered, and not
validly withdrawn, at or prior to the early participation date (5:00 p.m., New
York City time, on November 27, 2012), is set forth in the table below. Each
total exchange price includes the early exchange premium of $30.00 per $1,000
principal amount of the relevant series of old notes validly tendered, and not
validly withdrawn, at or prior to the early participation date. The total
exchange price for each exchange offer has been determined in accordance with
the procedures set forth in the confidential offering circular. Holders of old
notes that validly tender old notes after the early participation date and
whose old notes are accepted in the applicable exchange offer will receive the
exchange price, which is the total exchange price less the early exchange
premium.

The table below shows, among other things, the total exchange price and
exchange price per $1,000 principal amount of each series of old notes
accepted in the exchange offers:

                                                                           
            Title    Principal        Reference   Fixed                 Early      Total
CUSIP       of Old   Amount           UST         Spread    Exchange    Exchange   Exchange
Number      Notes    Outstanding      Yield       (basis    Price       Premium    Price
                                                  points)
            8.125%
            Senior
025816BB4   Notes    $1,750,000,000   1.647%      + 15      $1,354.53   $30.00     $1,384.53
            due
            2019
            8.150%
            Senior
025816AZ2   Notes    $1,000,000,000   2.786%      + 105     $1,664.39   $30.00     $1,694.39
            due
            2038
                                                                                   

The total exchange price for the 2019 notes exchange offer will be paid in the
following manner:

  *$1,150.00 principal amount of new 2022 notes; plus
  *$239.24 in cash (which is equal to (a)the total exchange price for the
    2019 notes exchange offer minus (b)the New 2022 Notes Value).

The exchange price for the 2019 notes exchange offer will be paid in the
following manner:

  *$1,150.00 principal amount of new 2022 notes; plus
  *$209.24 in cash (which is equal to (a)the exchange price for the 2019
    notes exchange offer minus (b)the New 2022 Notes Value).

The total exchange price for the 2038 notes exchange offer will be paid in the
following manner:

  *$1,350.00 principal amount of new 2042 notes; plus
  *$352.75 in cash (which is equal to (a)the total exchange price for the
    2038 notes exchange offer minus (b)the New 2042 Notes Value).

The exchange price for the 2038 notes exchange offer will be paid in the
following manner:

  *$1,350.00 principal amount of new 2042 notes; plus
  *$322.75 in cash (which is equal to (a)the exchange price for the 2038
    notes exchange offer minus (b)the New 2042 Notes Value).

In addition to the applicable total exchange price or exchange price, holders
whose old notes are accepted for exchange will be paid accrued and unpaid
interest on such old notes to but not including the applicable settlement
date. In the case of old notes exchanged on the final settlement date, this
amount will be reduced to reflect embedded interest on the new notes as
described in the confidential offering circular.

The exchange offers will expire at the expiration date, which will be11:59
p.m.,New York Citytime, onDecember 11, 2012, unless extended or earlier
terminated by American Express.

The early settlement date is expected to be December 3, 2012 and will apply to
all old notes validly tendered and accepted for exchange pursuant to the terms
and conditions of the applicable exchange offer as of the early participation
date. The final settlement date is expected to be December 13, 2012 and will
apply to all old notes validly tendered and accepted for exchange pursuant to
the terms and conditions of the applicable exchange offer after the early
participation date but at or prior to the expiration date.

Each exchange offer is being conducted by American Express upon the terms and
subject to the conditions set forth in the confidential offering circular and
related letter of transmittal. The exchange offers are only made, and copies
of the offering documents will only be made available, to holders of old notes
that have certified their status as (1) a “Qualified Institutional Buyer” as
defined in Rule 144A under the Securities Act of 1933, as amended or (2)(A) a
person other than a “U.S. person” as defined in Rule 902 under the Securities
Act and (B) if resident and/or located in any Member State of the European
Economic Area that has implemented provisions of the Directive 2003/71/EC (as
amended, including pursuant to Directive 2010/73/EU, the “Prospectus
Directive”), a qualified investor as defined in Article 2.1(e) of the
Prospectus Directive (each, an “Eligible Holder”).

Each exchange offer is subject to the condition that a minimum of $500 million
aggregate principal amount of new notes of the relevant series be issued in
exchange for old notes of the relevant series, as well as certain other
conditions as described in the confidential offering circular.

The exchange offers have not been registered under the Securities Act or any
state securities laws. Therefore, the new notes may not be offered or sold
inthe United Statesabsent an applicable exemption from the registration
requirements of the Securities Act and any applicable state securities laws.
American Express will enter into registration rights agreements with respect
to each series of the new notes.

Documents relating to the exchange offers will only be distributed to holders
of the old notes that complete and return a letter of eligibility confirming
that they are Eligible Holders. Holders of the old notes that desire to review
the eligibility letter may visit the website for this purpose at
http://www.dfking.com/axp or contact D.F. King & Co., Inc., the information
agent for the exchange offers, by calling toll-free (800) 549-6697 or at (212)
269-5550 (banks and brokerage firms).

This press release is not an offer to sell or a solicitation of an offer to
buy any security. The exchange offers are being made solely by the
confidential offering circular and related letter of transmittal and only to
such persons and in such jurisdictions as is 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, whether or not American Express will ultimately consummate the
exchange offers, the satisfaction of the conditions described in the
confidential offering circular and market conditions.

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

Contact:

Investors/Analysts:
Ken Paukowits, +1-212-640-6348
ken.f.paukowits@aexp.com
or
Fixed Income Investor Relations:
Vivian Zhou, +1-212-640-6182
vivian.y.zhou@aexp.com
 
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