Current Report Filing (8-k)
02 November 2021 - 02:18PM
Edgar (US Regulatory)
0000004962false00000049622021-11-022021-11-02
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): November 2,
2021
AMERICAN EXPRESS COMPANY
(Exact name of registrant as specified in its charter)
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New York |
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1-7657 |
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13-4922250 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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)
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Not Applicable |
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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):
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Shares (par value $0.20 per Share) |
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AXP |
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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.
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Item 7.01 Regulation FD Disclosure.
The following information is furnished under Item 7.01 - Regulation
FD Disclosure:
On November 2, 2021, American Express Company’s (the “Company”)
non-consolidated joint venture, American Express Global Business
Travel (“GBT”), announced that it completed its acquisition of
Egencia from Expedia Group. Expedia Group acquired a percentage of
ownership in GBT as a result of the transaction, reducing the
Company’s economic interest in GBT to approximately 41 percent from
50 percent. The Company’s voting rights remain at 50 percent. The
Company expects to recognize a pre-tax non-cash gain of
approximately $240 million in the fourth quarter of 2021 due to the
increase in total GBT equity book value arising from the
transaction. This gain was not reflected in the two 2021 earnings
per share scenarios the Company provided on its third quarter 2021
earnings call.
Cautionary Note Regarding Forward-Looking Statements
This report includes forward-looking statements, which are subject
to risks and uncertainties. The forward-looking statements,
including the Company’s expectations regarding a gain, contain
words such as “expect,” “estimate,” “anticipate,” “intend,” “plan,”
“will,” “may,” “should,” “could,” “would,” “likely,” and similar
expressions. Actual results may differ from those set forth in the
forward-looking statements due to a variety of factors, including
post-closing adjustments and those described in 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.
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.
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AMERICAN EXPRESS COMPANY |
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(REGISTRANT) |
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By: |
/s/ Kristina V. Fink |
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Name: Kristina V. Fink |
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Title: Deputy Corporate
Secretary |
Date: November 2, 2021
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