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Form 8-K AMERICAN EXPRESS CO For: Mar 11

March 11, 2015 4:56 PM EDT


 
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): March 11, 2015
 
 
 
 
 
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))
 
 
 
 
 
 
 

 
 
 


 

 
 
Item 7.01
Regulation FD Disclosure
         
On March 11, 2015, 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 plans to return capital to shareholders through share repurchases of up to $6.6 billion during the period beginning the second quarter of 2015 through and including the second quarter of 2016, as well as an increase in the Company’s quarterly dividend to $0.29 per share from $0.26 per share, beginning with the second quarter 2015 dividend declaration, subject to approval by the Company’s Board of Directors. The timing and amount of common shares purchased under the Company’s authorized capital plan 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 March 11, 2015, 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  American Express Company press release, dated March 11, 2015.
 
   
   

 
 
 

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


Date:  March 11, 2015
 
 


 
 



 
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EXHIBIT INDEX
 
Exhibit
Description
99.1
American Express Company press release, dated March 11, 2015.


 
 
 
 
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EXHIBIT 99.1
 
 
image
 logo
 
FOR IMMEDIATE RELEASE
 
 
Media Contact:
Marina H. Norville, [email protected], +1.212.640.2832
 
Investors/Analysts Contacts:
Ken Paukowits, [email protected] , +1.212.640.6348
Rick Petrino, [email protected], +1.212.640.5574
 
 
 
AMERICAN EXPRESS PLANS TO INCREASE QUARTERLY DIVIDEND BY 12 PERCENT
 
AND RECEIVES AUTHORIZATION TO BUY BACK UP TO $6.6 BILLION OF COMMON SHARES THROUGH Q2 2016
 
 
New York – March 11, 2015 – American Express Company (NYSE: AXP) said today that the Board of Governors of the Federal Reserve System did not object to its capital plan submitted on January 5, 2015 as part of the 2015 Comprehensive Capital Analysis and Review (CCAR). The plan included:
 
 ·    increasing the Company’s quarterly dividend to 29 cents per share beginning with the second quarter 2015 dividend declaration, subject to approval by the Company’s board of directors;
 ·    repurchasing up to $6.6 billion of common shares during the period beginning in Q2 2015 through and including Q2 2016.
 
The timing and amount of common shares purchased under the Company’s authorized capital plan 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 March 25, 2013.
 
As previously disclosed, the Company aims to return, on average and over time, approximately 50 percent of the capital it generates to shareholders in the form of dividends and share buybacks.
 
Given its strong capital ratios, relatively low levels of acquisitions, and a spend-centric business model that generates modest balance sheet growth, the Company has been able to return substantially more than the 50 percent target over the last three years.
 
 
# # #

 
 
 

 
 
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company has also published today 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 2015 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.
 
 
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/company/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, corporate card, and business travel.
 
 
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, 2014 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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