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): December 8, 2008
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
New York 1-7657 13-4922250
---------------------------- ------------------------ -------------------
(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
--------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 640-2000
---------------------------------------------------
(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 December 9, 2008, American Express Company (the "Company") and Delta Air
Lines ("Delta") issued a joint press release announcing that they had agreed
to an extension of the companies' exclusive co-brand credit card partnerships
and the companies' other partnership arrangements, including American Express
Membership Rewards, merchant acceptance and travel. A copy of such press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
In connection with the extension of its arrangements with Delta, the Company
expects to record a pre-tax charge of approximately $100 million (approximately
$62 million after-tax) for the three months ending December 31, 2008. This
reflects an increase in the Company's Membership Rewards balance sheet reserve
to reflect the estimated impact of an increase in the cost per point that the
Company will pay to Delta for previously-earned points that are expected to be
redeemed through the Delta SkyMiles program.
In addition, in light of recent conditions in the financial markets, the
Company is providing the following update regarding its liquidity and capital
resources from the information reported in the Company's Quarterly Report on
Form 10-Q for the three months ended September 30, 2008 (the "2008 Q3 Form
10-Q"):
As previously disclosed, on October 3, 2008, the Company's subsidiaries,
American Express Centurion Bank ("AECB") and American Express Bank, FSB
("AEBFSB" and together with "AECB", the "Banks"), received approval to borrow
from the Federal Reserve Bank of San Francisco (the "FRBSF") (i.e., access to
the Federal Reserve Bank discount window), subject to the discretion of the
FRBSF and the amount of receivables pledged as qualifying collateral. The
Federal Reserve previously 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.
More recently, the Federal Reserve has indicated that charge card receivables
are also a form of qualifying collateral. The Banks' access to the discount
window, subject to the discretion of the FRBSF, provides them with an
additional source of contingent liquidity, if needed.
As previously disclosed, in October 2008 the Federal Deposit Insurance
Corporation (the "FDIC") established the Temporary Liquidity Guarantee Program
(the "TLGP") to, among other things, temporarily guarantee newly-issued senior
unsecured debt of eligible entities, including insured banks. Under the TLGP,
certain newly-issued senior unsecured debt issued on or before June 30, 2009,
is eligible for an FDIC guarantee of the timely payment of interest and
principal in the event of a payment default. The guarantee is limited to June
30, 2012, even if the maturity of covered debt exceeds that date.
-1-
In December 2008, the Banks completed the process pursuant to which they
elected to participate in the TLGP. Based on a clarification by the FDIC of
the rules governing the TLGP, the Company believes that the Banks, as FDIC
depository institutions, could issue up to an aggregate $13.3 billion of
senior unsecured debt that would be guaranteed under the TLGP, which is
approximately $4.4 billion greater than the amount that the Company had
initially believed the Banks would be eligible to issue as disclosed in its
2008 Q3 Form 10-Q. On December 8, 2008, AEBFSB agreed to issue the following
amounts of senior unsecured debt guaranteed under the TLGP:
----------------------- ----------------- -------------------------------
PRINCIPAL AMOUNT MATURITY DATE COUPON
----------------------- ----------------- -------------------------------
$750 million December 10, 2010 1-month LIBOR + 85 basis points
$1.25 billion December 9, 2011 1-month LIBOR + 98 basis points
$3.5 billion December 9, 2011 3.15%
As previously disclosed, in October 2008 the Company launched a retail
certificate of deposit (CD) program through the Banks. Sales of these CDs are
targeted at depositors in amounts that fully qualify for FDIC deposit
insurance protection. The Company has raised approximately $4.6 billion of
funding under this program through December 5, 2008, with a weighted average
maturity of 18 months and a weighted average interest rate of 3.4% per annum.
The amounts raised through the senior unsecured debt guaranteed under the TLGP
and the CD program described above are being used to, among other things,
satisfy the Company's approximately $3.6 billion of long-term debt obligations
maturing during the three months ending December 31, 2008.
Also as the Company has previously disclosed, on November 10, 2008, the U.S.
Federal Reserve approved the Company's application to become a bank holding
company and to be regulated by the Federal Reserve.
The table below provides information regarding the Company's consolidated
capital and certain capital ratios at September 30, 2008 (dollars in
billions).
--------------- ------------- ------------- -------------- --------------- ------------ ---------------
TIER 1 CAPITAL TOTAL TIER 1 RISK TIER 1 TIER 2 TOTAL
AVERAGE LEVERAGE WEIGHTED RISK-BASED CAPITAL RISK-BASED
ASSETS RATIO ASSETS CAPITAL RATIO CAPITAL RATIO
--------------- ------------- ------------- -------------- --------------- ------------ ---------------
$9.818 $129.372 7.6% $112.963 8.7% $1.468 10.0%
-2-
The table below provides certain capital ratios for AECB and AEBFSB at
September 30, 2008.
----------------- -------------------------------- --------------------------------- ----------------------------------
TIER 1 LEVERAGE RATIO TIER 1 RISK-BASED CAPITAL RATIO TOTAL RISK-BASED CAPITAL RATIO
----------------- -------------------------------- --------------------------------- ----------------------------------
AECB 11.7% 12.8% 14.3%
AEBFSB 11.9% 13.1% 14.4%
FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements, which are subject to risks
and uncertainties. The words "will," "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
actual results to differ materially from these forward-looking statements
include, but are not limited to, the following: bankruptcies, restructurings,
consolidations or similar events affecting the airline or any other industry
representing a significant portion of the Company's billed business, including
any potential negative effect on particular card products and services and
billed business generally that could result from the actual or perceived
weakness of key business partners in such industries; and the risks associated
with the Company's agreements with Delta Air Lines including, among others,
the Company's ability to benefit from the opportunities presented by the
agreements across its co-brand, Membership Rewards, merchant services and
travel businesses and counterparty risk associated with the Company's
agreement to purchase $1 billion of Delta SkyMiles rewards points. 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 and its quarterly report on Form 10-Q for the three months ended
September 30, 2008).
EXHIBIT
99.1 Press Release, dated December 9, 2008.
-3-
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
-------------------------
Name: Stephen P. Norman
Title: Secretary
Date: December 9, 2008
-4-
EXHIBIT INDEX
Item No. Description
-------- -----------
99.1 Press Release, dated December 9, 2008.
-5-