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Section 1: 8-K (8-K)

axp-20200630
0000004962false00000049622020-06-302020-06-30


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 30, 2020
 
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
   
New York 1-7657 13-4922250
(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
Common Shares (par value $0.20 per Share) AXP New York Stock Exchange
 
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

The following information is furnished under Item 7.01 - Regulation FD Disclosure:

On June 30, 2020, American Express Company (the “Company”) provided an update on its capital plans following further instructions from the Board of Governors of the Federal Reserve System regarding the 2020 Comprehensive Capital Analysis and Review:

For the third quarter of 2020, the Company intends to maintain its current quarterly dividend of 43 cents per common share, subject to approval by the Company’s Board of Directors.

In light of COVID-19 and its impact on the economy, the Company will be resubmitting its capital plan to the Federal Reserve in the fourth quarter because of changes in financial markets and the macroeconomic outlook.

The Company’s preliminary stress capital buffer requirement, which will take effect on October 1, 2020, is 2.5 percent.

The foregoing summary is qualified in its entirety by reference to the Company’s press release relating to the above, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

ExhibitDescription
99.1
104The cover page of this Current Report on Form 8-K, formatted as inline XBRL.


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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/ Kristina V. Fink
  Name:  Kristina V. Fink
  Title:    Deputy Corporate Secretary
 
Date: June 30, 2020
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Section 2: EX-99.1 (EX-99.1)

Document

EXHIBIT 99.1


NEWS RELEASENEWS RELEASENEWS RELEASENEWS RELEASE

404498932_axplogo11.jpg
FOR IMMEDIATE RELEASE
Media Contact:
Marina H. Norville, Marina.H.Norville@aexp.com, +1.212.640.2832
Andrew R. Johnson, Andrew.R.Johnson@aexp.com, +1.212.640.8610
Investors/Analysts Contacts:
Vivian Y. Zhou, Vivian.Y.Zhou@aexp.com, +1.212.640.5574
Melanie L. Michel, Melanie.L.Michel@aexp.com, +1.212.640.5574

AMERICAN EXPRESS PROVIDES UPDATE ON ITS CAPITAL PLANS

New York – June 30, 2020 – American Express Company (NYSE: AXP) provided an update today on its capital plans following further instructions from the Board of Governors of the Federal Reserve System regarding the 2020 Comprehensive Capital Analysis and Review (CCAR).

For the third quarter of 2020, the company intends to maintain its current quarterly dividend of 43 cents per common share, subject to approval by the company’s Board of Directors.

In light of COVID-19 and its impact on the economy, the company will be resubmitting its capital plan to the Federal Reserve in the fourth quarter because of changes in financial markets and the macroeconomic outlook.

The company’s preliminary stress capital buffer (SCB) requirement, which will take effect on October 1, 2020, is 2.5 percent. Taking into account the preliminary SCB, the minimum Common Equity Tier 1 (CET1) capital ratio for the company will effectively be 7.0 percent, subject to confirmation of the SCB for the company through the CCAR process. The company’s target range for its CET1 capital ratio remains at 10 to 11 percent. The CET1 ratio target range seeks to support the company’s capital management objectives of maintaining a strong and flexible capital profile, while considering expectations from all stakeholders, including rating agencies. The company’s first quarter CET1 capital ratio was 11.9 percent, above the target range.

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The company’s framework for managing through this challenging economic environment is built on four principles: supporting its colleagues and winning as a team; protecting its customers and its brand; structuring the company for growth in the future; and remaining financially strong. To support these objectives, the company suspended share repurchases in mid-March, while maintaining its common stock dividends during the first half of the year. Future decisions on capital distributions will depend on various factors, including: the company’s capital levels and regulatory capital requirements (including the SCB effective October 1, 2020); actual and forecasted business results; economic and market conditions; revisions to, or revocation of, the Federal Reserve’s authorization of the company’s capital plan; and the CCAR process.



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About American Express
American Express is a globally integrated payments 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, 2019, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 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.
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