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AMERICAN EXPRESS COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 14
COMMON AND PREFERRED SHARES
The following table shows authorized shares and provides a
reconciliation of common shares issued and outstanding for the
years ended December 31:
(Millions, except where indicated) 2012 2011 2010
Common shares authorized (billions)(a) 3.6 3.6 3.6
Shares issued and outstanding at beginning
of year 1,164 1,197 1,192
Repurchases of common shares (69) (48) (14)
Other, primarily stock option exercises and
restricted stock awards granted 10 15 19
Shares issued and outstanding as of
December 31 1,105 1,164 1,197
(a) Of the common shares authorized but unissued as of December 31, 2012,
approximately 80 million shares are reserved for issuance under employee
stock and employee benefit plans.
On March 26, 2012, the Board of Directors authorized the
repurchase of 150 million common shares over time, in
accordance with the Company’s capital plans approved by the
Federal Reserve and subject to market conditions. This
authorization replaced all prior repurchase authorizations.
During 2012 and 2011, the Company repurchased 69 million
common shares with a cost basis of $4.0 billion and 48 million
common shares with a cost basis of $2.3 billion, respectively. The
cost basis includes commissions paid of $1.0 million in both
2012 and 2011. As of December 31, 2012, the Company has
83 million common shares remaining under the Board share
repurchase authorization. Such authorization does not have an
expiration date.
Common shares are generally retired by the Company upon
repurchase (except for 3.9 million, 4.2 million and 4.7 million
shares held as treasury shares as of December 31, 2012, 2011 and
2010, respectively); retired common shares and treasury shares
are excluded from the shares outstanding in the table above. The
treasury shares, with a cost basis of $236 million, $217 million
and $219 million as of December 31, 2012, 2011 and 2010,
respectively, are included as a reduction to additional paid-in
capital in shareholders’ equity on the Consolidated Balance
Sheets.
The Board of Directors is authorized to permit the Company
to issue up to 20 million preferred shares at a par value of $1.66
2/3 without further shareholder approval. There were no
preferred shares issued and outstanding as of December 31, 2012,
2011 and 2010.
92