Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K OF AMERICAN EXPRESS COMPANY)



 
 
 
 
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): June 28, 2018
 
 
 
 
 
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
 
 
  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))

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 7.01
Regulation FD Disclosure
         
 
On June 28, 2018, American Express Company (the "Company") was informed that the Board of Governors of the Federal Reserve System (the "Federal Reserve") did not object to the Company's plan to return capital to shareholders through increasing the Company's quarterly dividend to $0.39 per share beginning with the third quarter 2018 dividend declaration, subject to approval by the Company's Board of Directors, and repurchasing up to $3.4 billion of common shares during the period beginning the third quarter 2018 through and including the second quarter 2019. The timing and amount of common shares purchased under the Company's authorized capital plans will depend on various factors, including the Company's business plans, financial performance and market conditions. To facilitate repurchases, the Company may, from time to time, make purchases pursuant to one or more trading plans under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which allows the Company to repurchase common shares during periods when the Company might otherwise be prevented from doing so under applicable law or because of self-imposed trading blackout periods.

The Company is furnishing a press release, dated June 28, 2018, relating to the above, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. In addition, a summary of the results of the Company-run stress tests under the Federal Reserve's Regulation YY can be found on the Company's Investor Relations website at ir.americanexpress.com.
 

 

 
Exhibit
Description
 
99.1
 
 

 
-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/ Tangela S. Richter
 
 
 
Name: Tangela S. Richter
 
 
 
Title: Corporate Secretary
 
 
 
 
 
 



Date:  June 28, 2018
 
 



 
-3-



(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

EXHIBIT 99.1
 
 


 
News Release
News Release
News Release
 News Release

 
 
FOR IMMEDIATE RELEASE
 

Media Contact:
Marina H. Norville, marina.h.norville@aexp.com, +1.212.640.2832

Investors/Analysts Contacts:
Edmund Reese, edmund.reese@aexp.com, +1.212.640.5574
Shreya Patel, shreya.patel@aexp.com, +1.212.640.5574

 
AMERICAN EXPRESS PLANS TO INCREASE QUARTERLY DIVIDEND BY 11 PERCENT

AND BUY BACK UP TO $3.4 BILLION OF COMMON SHARES THROUGH Q2 2019


New York – June 28, 2018 - American Express Company (NYSE: AXP) said today that the Board of Governors of the Federal Reserve System did not object to its adjusted capital plan submitted as part of the 2018 Comprehensive Capital Analysis and Review (CCAR).  The plan included:

·
Increasing the Company's quarterly dividend to 39 cents per share beginning with the third quarter 2018 dividend declaration, subject to approval by the Company's board of directors;

·
Repurchasing up to $3.4 billion of common shares during the CCAR approval period of Q3'18 to Q2'19.  This new authorization enables the Company to repurchase up to $1.6 billion of common shares in calendar year 2018, and up to an additional $1.9 billion in the first half of 2019.

The plan supports the Company's objectives to restore capital to target levels while supporting asset growth and distributing capital to shareholders. As previously announced, the Company plans to resume share repurchases in the second half of the year.

The timing and amount of common shares purchased under the Company's authorized capital plans will depend on various factors, including the Company's business plans, financial performance and market conditions.  Repurchase of common shares will be pursuant to the share repurchase program previously authorized by the Company's board of directors on September 26, 2017.

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company has also published on June 21, 2018 a summary of the results of the Company-run stress tests performed under the Federal Reserve's severely adverse scenario.  These disclosures do not reflect the capital plan described above, but reflect certain assumptions and capital actions as required under the Federal Reserve's rules.

The results are available on the Company's Investor Relations site at ir.americanexpress.com.
 
 
-1-


# # #

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, instagram.com/americanexpress, linkedin.com/company/american-express, twitter.com/americanexpress, and youtube.com/americanexpress.
Key links to products, services and corporate responsibility information: charge and credit cards, business credit cards, travel services, gift cards, prepaid cards, merchant services, Accertify, InAuth, corporate card, business travel, and corporate responsibility.

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company's expected business and financial performance and are subject to risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements due to a variety of factors, including those contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2017, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 and the Company's other filings with the Securities and Exchange Commission. 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. The Company undertakes no obligation to update or revise any forward-looking statements.


-2-
(Back To Top)