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): October 6, 2008
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 1-7657 13-4922250
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation Identification No.)
or organization)
200 Vesey Street, World Financial Center
New York, New York 10285
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 640-2000
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(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
In light of recent conditions in the financial markets, American Express
Company (the "Company") is providing the following update regarding its
liquidity and capital resources:
During 2008 the Company has increased its surplus capital above normal
historical levels by suspending its share repurchase program, which has
enabled the Company to retain a larger portion of the capital and funds
generated from ongoing business operations.
The Company's 2008 funding plan currently targets the issuance of
approximately $27 billion of term debt (including off-balance sheet
securitizations of credit card loans) for the year. Through September 30,
2008, the Company had raised approximately $23 billion, or 85% of this total.
The Company's current funding target of $27 billion for 2008 is approximately
$5 billion lower than the amount reported in the Company's Quarterly Report on
Form 10-Q for the three months ended June 30, 2008. The decrease from prior
levels primarily reflects slower expected growth in the Company's credit card
loans outstanding and reductions in net operating cash needs.
Notwithstanding the difficult conditions in the financial markets during the
past year, the Company has satisfied all maturing obligations and funded its
growth by accessing a variety of sources, including long- and short-term debt,
asset securitizations and bank deposits. Similar to most issuances across debt
markets, the Company's issuances of debt securities and securitizations
through September have included spreads above benchmark rates that are greater
than those on similar issuances completed during the prior several years.
During the past several weeks of market turmoil, the Company has continued to
issue commercial paper. While these commercial paper issuances have occurred
at shorter weighted average maturities than the Company's historic trend, the
shorter term is consistent with the issuances occurring in the current overall
commercial paper market.
The upcoming approximate maturities of the Company's long-term debt and debt
issued in connection with off-balance sheet securitizations are as follows:
QUARTER ENDING: LONG-TERM DEBT OFF-BALANCE SHEET DEBT TOTAL MATURITIES
MATURITIES MATURITIES
December 31, 2008 $3.6 billion -- $3.6 billion
March 31, 2009 $2.3 billion $1.5 billion $3.8 billion
June 30, 2009 $7.2 billion $0.6 billion $7.8 billion
September 30, 2009 $2.9 billion $2.7 billion $5.6 billion
December 31, 2009 $2.9 billion -- $2.9 billion
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As of September 30, 2008, the Company's approximate U.S. capital market
short-term outstandings were as follows:
COMMERCIAL BANK TIME TOTAL COMMERCIAL PAPER
PAPER DEPOSITS AND TIME DEPOSITS
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GROSS AMOUNT $9 billion $9 billion $18 billion(a)
PROCEEDS FROM ISSUANCE
INVESTED IN CASH AND
EQUIVALENTS (5 billion) (7 billion) (12 billion)(b)
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NET AMOUNT $4 billion $2 billon $6 billion
(a) Excludes FDIC-insured demand deposits of approximately $4 billion
and non-U.S. short-term term debt and deposits of approximately $3 billion.
(b) Excludes cash and cash equivalents on hand for day-to-day
operations.
In addition to the short-term and long-term capital market programs that the
Company has accessed to date to satisfy its funding needs, the Company has in
place various sources of cash including:
o cash and cash equivalents ($12 billion at September 30, 2008 as
referenced above) for liquidity purposes, which excludes cash and
cash equivalents on hand to fund day-to-day operations,
o a liquidity investment portfolio of U.S. Treasury and government agency
securities ($5 billion),
o an undrawn committed facility to purchase securitized credit card
receivables ($5 billion) and
o undrawn committed bank credit facilities ($9 billion).
In addition, the Company's subsidiaries, American Express Centurion Bank and
American Express Bank, FSB (together, the "Banks"), are insured depository
institutions that have the capability of borrowing from the Federal Reserve
Bank of San Francisco (i.e., access to the Federal Reserve Bank discount
window), subject to the amount of qualifying collateral that they pledge. The
Federal Reserve has indicated that credit card receivables are a form of
qualifying collateral for secured borrowings made through the discount window
or its Term Auction Facility (TAF) program. On October 3, 2008, the Banks were
approved to access the discount window, subject to the discretion of the
Federal Reserve Bank of San Francisco, thereby providing the Banks with an
additional source of contingent liquidity, if needed.
The Company has approximately $45 billion in U.S. credit card loans and charge
card receivables that could be sold over time through its existing
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securitization trusts, its undrawn committed securitization facility referred
to above or pledged in return for secured borrowings to provide further
liquidity.
In consideration of all the funding sources described above, the Company
believes that it would have the liquidity to satisfy all maturing obligations
and fund normal business operations for at least a 12-month period in the
event that access to the secured and unsecured fixed income capital markets
were interrupted.
FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements, which are subject to risks
and uncertainties. The words "believe," "anticipate," "expect," "could,"
"would," and similar expressions are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they were
made. American Express Company undertakes no obligation to update or revise
any forward-looking statements. Factors that could cause the Company's funding
plans and liquidity needs to differ materially from these forward- looking
statements include, but are not limited to, future business growth, market
capacity and demand for securities offered by the Company, performance by the
Company's counterparties under its bank credit facilities and other lending
facilities, regulatory changes, including changes to the policies, rules and
regulations of the Board of Governors of the Federal Reserve System and the
Federal Reserve Bank of San Francisco, the Company's ability to securitize and
sell receivables and the performance of receivables previously sold in
securitization transactions. A further discussion of these and other risks and
uncertainties can be found in the reports of the Company filed with the U.S.
Securities and Exchange Commission (including its annual report on Form 10-K
for the fiscal year ended December 31, 2007).
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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/ STEPHEN P. NORMAN
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Name: Stephen P. Norman
Title: Secretary
Date: October 6, 2008
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