What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-10 compared with 2022-02-11 · 140 added, 133 removed, 340 unchanged (45% of the section changed)

American Express is a globally integrated payments company that provides our customers with access to products, insights and experiences that enrich lives and build business success.

American Express is a globally integrated payments company, providing customers with access to products, insights and experiences that enrich lives and build business success.

We are a leader in providing credit and charge cards to consumers, small businesses, mid-sized companies and large corporations around the world.

American Express ® cards issued by us, as well as by third-party banks and other institutions on the American Express network, can be used by Card Members to charge purchases at the millions of merchants around the world that accept cards bearing our logo.

Our various products and services are sold globally to diverse customer groups through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party service providers and business partners, direct mail, telephone, in-house sales teams and direct response advertising.

Our various products and services are offered globally to diverse customer groups through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party service providers and business partners, direct mail, telephone, in-house sales teams and direct response advertising.

We were founded in 1850 as a joint stock association and were incorporated in 1965 as a New York corporation.

1 unchanged sentence

(TRS), are bank holding companies under the Bank Holding Company Act of 1956, as amended (the BHC Act), subject to supervision and examination by the Board of Governors of the Federal Reserve System (the Federal Reserve).

We principally engage in businesses comprising three reportable operating segments:

Global Consumer Services Group (GCSG), Global Commercial Services (GCS) and Global Merchant and Network Services (GMNS).

We principally engage in businesses comprising four reportable operating segments:

Consumer Services (USCS), Commercial Services (CS), International Card Services (ICS) and Global Merchant and Network Services (GMNS).

Corporate functions and certain other businesses are included in Corporate & Other.

Our businesses are global in scope and function together to form our end-to-end integrated payments platform, which we believe is a differentiator that underpins our business model.

While our business was significantly impacted by the COVID-19 pandemic in 2020, we believe our growth momentum through 2021 strengthens our focus on our strategic imperatives and the resilience of our differentiated business model.

Our businesses function together to form our end-to-end integrated payments platform, which we believe is a differentiator that underpins our business model.

For further information about our reportable operating segments, please see “Business Segment Results of Operations” under “MD&A.”

3 unchanged sentences

These relationships create a “closed loop” in that we have direct access to information at both ends of the card transaction, which distinguishes our integrated payments platform from the bankcard networks.

Our integrated payments platform allows us to analyze information on Card Member spending and build algorithms and other analytical tools that we use to underwrite risk, reduce fraud and provide targeted marketing and other information services for merchants and special offers and services to Card Members, all while respecting Card Member preferences and protecting Card Member and merchant data in compliance with applicable policies and legal requirements.

Our integrated payments platform allows us to analyze information on Card Member spending and build algorithms and other analytical tools that we use to underwrite risk, reduce fraud and provide targeted marketing and other information services for merchants and partners and special offers and services to Card Members, all while respecting Card Member preferences and protecting Card Member and merchant data in compliance with applicable policies and legal requirements.

Through contractual relationships, we also obtain information from third-party card issuers, merchant acquirers, aggregators and processors with whom we do business.

Card Issuing Businesses

Our global proprietary card-issuing businesses are conducted through our GCSG and GCS reportable operating segments.

Our global proprietary card-issuing businesses are conducted through our USCS, CS and ICS reportable operating segments.

We offer a broad set of card products, rewards and services to a diverse consumer and commercial customer base, in the United States and internationally.

1 unchanged sentence

• Designing innovative products and features that appeal to our target customer base and meet their spending and borrowing needs

• Using incentives to drive spending on our various card products and engender loyal Card Members, including our Membership Rewards ® program, cash-back reward features and participation in loyalty programs sponsored by our cobrand and other partners

• Providing digital and mobile services and an array of benefits and experiences across card products, such as airport lounge access, dining experiences and other travel and lifestyle benefits, which we believe are difficult for others to replicate and help increase Card Member engagement

• Using incentives to drive spending on our various card products and increase customer engagement, including our Membership Rewards ® program, cash-back reward features, interest rates offered on deposits and participation in loyalty programs sponsored by our cobrand and other partners

• Providing digital and mobile services and an array of benefits and experiences across card products, such as airport lounge access, dining experiences and other travel and lifestyle benefits

• Creating world-class service experiences by delivering exceptional customer care

1 unchanged sentence

Over the last several years, we have focused on broadening the appeal of our products to attract new customers, particularly Millennial and Gen Z customers, as well as expanding our position with small and mid-sized enterprise (SME) customers by providing more ways to help them manage and grow their businesses.

During 2020, we enhanced our value propositions on many of our products, including adjusting our rewards programs and adding limited time offers and statement credits in categories that were relevant to how customer spending behaviors were changing, such as wireless telephone services, streaming services, business essentials and food delivery.

We also enhanced and expanded our financial relief programs to assist our customers who faced financial hardships.

As the pandemic continued, we made the decision to increase investments to drive customer acquisition, engagement and retention.

These initiatives have driven retention and satisfaction metrics higher than pre-pandemic levels.

During 2021, we relaunched our consumer Platinum Card and Business Platinum Card in the United States and introduced our first business checking account product and new digital capabilities, in part resulting from the Kabbage technology platform we acquired in 2020.

For the year ended December 31, 2021, worldwide billed business (spending on American Express cards issued by us) was $1.1 trillion and at December 31, 2021, we had 71.4 million proprietary cards-in-force worldwide.

We have also introduced new adjacent products that complement our existing products, such as our business checking and consumer rewards checking account products and new digital capabilities, which in part result from our acquisitions of Kabbage, Resy and acompay.

Additionally, we have evolved our card issuing businesses by bringing together our consumer, SME and large commercial issuing activities outside of the United States into a new ICS organization to enable a greater focus on local priorities.

Jurisdictions that represent a significant portion of our billed business outside of the United States include the United Kingdom (UK), the European Union (EU), Australia, Japan, Canada and Mexico.

For the year ended December 31, 2022, worldwide billed business (spending on American Express cards issued by us) was $1,338 billion and at December 31, 2022, we had 76.7 million proprietary cards-in-force worldwide.

Merchant Acquiring Business

4 unchanged sentences

We continue to grow merchant acceptance of American Express cards around the world and work with merchant partners so that our Card Members are warmly welcomed and encouraged to spend in the millions of places where their American Express cards are accepted.

We also seek to drive greater usage of the American Express network by deepening merchant engagement and increasing Card Member awareness through initiatives such as our Shop Small campaigns and deploying new payment options such as debit and B2B capabilities.

GMNS also provides fraud-prevention tools, marketing solutions, data analytics and other programs and services to merchants and other partners that leverage the capabilities of our integrated payments platform.

During the pandemic, we increased our investments in our Shop Small campaigns to support small businesses around the world, created a Stand for Small coalition and supported minority-owned small businesses in the United States.

We launched debit capabilities on the American Express network and in 2021 introduced our first-ever proprietary debit card in connection with the business checking account product mentioned above.

Card Network Business

1 unchanged sentence

These network partners are licensed to issue local currency American Express-branded cards in their countries and/or serve as the merchant acquirer for local merchants on our network.

During 2021, we continued to grow our business in China through our joint venture with Lianlian DigiTech Co., Ltd, a Chinese fintech services company.

For the year ended December 31, 2022, worldwide network services processed volume (spending on American Express cards issued by third parties) was $214.5 billion and at December 31, 2022, we had 56.5 million cards-in-force issued by third parties worldwide.

1 unchanged sentence

Our broad and diverse customer base spans consumers, small businesses, mid-sized companies and large corporations around the world.

The following charts provide a summary of our diverse set of customers and broad geographic footprint based on worldwide network volumes:

The following chart provides a summary of our diverse set of customers and broad geographic footprint based on worldwide network volumes:

Partners and Relationships

1 unchanged sentence

There are many examples of how we connect partners with our integrated payments platform, including:

issuing cards under cobrand arrangements with other corporations and institutions (e.g., Delta Air Lines, Marriott International, Hilton Worldwide Holdings and British Airways);

issuing cards under cobrand arrangements with other corporations and institutions (e.g., Delta Air Lines (Delta), Marriott International, Hilton Worldwide Holdings and British Airways);

offering innovative ways for our Card Members to earn and use points with our merchants (e.g., Pay with Points at Amazon.com);

expanding merchant acceptance with third-party acquirers (e.g., OptBlue partners);

developing new capabilities and features with our digital partners (e.g., PayPal);

integrating into the supplier payment processes of our business customers (e.g., Bill.com, SAP Ariba and Coupa);

operating through joint ventures in certain jurisdictions (e.g., in China, the Middle East and Switzerland);

developing new capabilities and features with our digital partners (e.g., PayPal and i2c);

integrating into the supplier payment processes of our business customers (e.g., BILL, BillTrust and Versapay);

and extending the platform into travel services with American Express leisure and business travel (e.g., Fine Hotels and Resorts).

Delta Air Lines is our largest strategic partner.

We also have a significant ownership position in, and extensive commercial arrangements with, Global Business Travel Group, Inc.

(GBTG), which provides business travel-related services.

Delta is our largest strategic partner.

Our relationships with, and revenues and expenses related to, Delta are significant and represent an important source of value for our Card Members.

18 unchanged sentences

Our Business Strategies

During 2021, we focused on investing to rebuild growth momentum by firing up our core business, scaling next-horizon opportunities and continuing to retain financial flexibility.

Over the longer term, we seek to grow our business by focusing on four strategic imperatives:

We seek to grow our business by focusing on four strategic imperatives:

First, we aim to expand our leadership in the premium consumer space by continuing to deliver membership benefits that span our customers’ everyday spending, borrowing, travel and lifestyle needs, expanding our roster of business partners around the globe and developing a range of experiences that attract high-spending customers.

Second, we seek to build on our strong position in commercial payments by evolving our card value propositions, further differentiating our corporate card and accounts payable expense management solutions and designing innovative products and features, including financing, banking and payment solutions for our business customers.

Third, we are focused on strengthening our global network to provide unique value by continuing to help merchants navigate the convergence of online and offline commerce with fraud protection services, marketing insights and digital connections to higher-spending Card Members and continuing to work with our network partners to offer expanded products and services.

Finally, we want to continue to make American Express an essential part of our customers’ digital lives by developing more digital features, solutions and services, expanding our digital partnerships and making targeted acquisitions.

Third, we are focused on strengthening our global, integrated network by continuing to increase merchant acceptance, providing merchants with fraud protection services, marketing insights and connections to higher-spending Card Members and working with our network partners to offer expanded products and services.

Finally, we want to continue to build on our unique global position, seeking ways to use our differentiated business model and global presence as we progress against our other strategic imperatives.

We previously had as a strategic imperative to make American Express an essential part of our customers’ digital lives, which we believe has become embedded in our company and is inherent in the work we do in furtherance of our strategic imperatives.

We also have an Environmental, Social and Governance (ESG) strategy that focuses on three pillars.

The Promoting Diversity, Equity and Inclusion (DE&I) pillar supports a diverse, equitable and inclusive workforce, marketplace and society.

The Building Financial Confidence pillar seeks to provide responsible, secure and transparent products and services to help people and businesses build financial resilience.

Finally, the Advancing Climate Solutions pillar focuses on enhancing our operations and capabilities to meet customer and community needs in the transition to a low-carbon future.

The Advancing Climate Solutions pillar focuses on enhancing our operations and capabilities to meet customer and community needs in the transition to a low-carbon future.

Finally, the Building Financial Confidence pillar seeks to provide responsible, secure and transparent products and services to help people and businesses build financial resilience.

Our Colleagues

We are committed to delivering a great colleague experience every day.

We work to foster an inclusive and diverse culture and help our colleagues grow in their careers and thrive both professionally and personally.

We are focused on our culture built on supportive relationships and an inclusive workplace, where colleagues can feel welcome and heard, and are provided with opportunities to grow and thrive.

As a result, we believe our colleagues are more engaged, committed, creative and effective in driving results.

At the heart of our culture is what we call our Blue Box Values – a set of guiding principles that reflect who we are and what we stand for:

We Back Our Customers We Embrace Diversity

We Make It Great We Stand for Inclusion

We Do What's Right We Win as A Team

We Respect People We Support Our Communities

At the heart of our culture is what we call our Blue Box Values – a set of guiding principles that serve as the foundation for how we operate:

We Do What's Right We Embrace Diversity

We Back Our Customers We Stand for Equity and Inclusion

We Make It Great We Win as A Team

We Respect People We Support Communities

As of December 31, 2022, we employed approximately 77,300 people, whom we refer to as colleagues, with approximately 26,000 colleagues in the United States and approximately 51,300 colleagues outside the United States.

To attract and retain the best talent, we continuously invest in programs, benefits and resources to foster the personal and professional growth of our colleagues.

We added colleagues in 2022 to support our strong business growth.

To attract and retain the best talent, we strive to offer a compelling value proposition to our colleagues, including competitive compensation and leading benefits.

We continuously invest in programs, benefits and resources to foster the personal and professional growth of our colleagues.

We provide learning opportunities in many forms, including tools and guidance for maximizing learning on the job;

4 unchanged sentences

and formal classroom instruction.

We take a holistic approach to well-being, providing resources that address the physical, financial and emotional health of our colleagues.

Throughout the pandemic, one of our top priorities has been to ensure our colleagues have the flexibility and resources they need to stay safe, healthy and productive.

The health and wellness of our colleagues continue to be priorities for us and we take a holistic approach to well-being, providing resources that address the physical, financial and mental health of our colleagues.

Throughout 2022, we launched Amex Flex across our offices, where, depending on role and business needs, colleagues can work in the office, at home or take a hybrid approach that combines both.

This approach is designed to enable us to both broaden the talent pool from which we can attract candidates and increase colleague retention.

We conduct an annual Colleague Experience Survey to better understand our colleagues’ needs and overall experience at American Express and in 2022, 92 percent of colleagues who participated in the survey said they would recommend American Express as a great place to work.

Our 2021 annual company scorecard included talent retention and diversity representation goals to increase minority and women representation and retain our key talent.

While we experienced an increase in colleague attrition in 2021, our high potential and multi-year high performer retention rates met or exceeded our goals.

Our 2022 annual company scorecard included talent retention, colleague engagement and diversity representation goals.

As of December 31, 2022, women represented 53.7 percent of our global workforce and Asian, Black/African American and Hispanic/Latinx people represented 18.7 percent, 17.9 percent and 14.2 percent, respectively, of our U.S.

1 unchanged sentence

EEO-1 submission.

We regularly review our compensation practices to ensure colleagues in the same job, level and location are compensated fairly regardless of gender globally, and race and ethnicity in the United States.

As of December 31, 2022, 52 percent of our Executive Committee were women or from diverse races and ethnic backgrounds (based on self-identified characteristics).

We regularly review our compensation practices to ensure colleagues in the same job, level and location are compensated fairly regardless of gender globally, and regardless of race and ethnicity in the United States.

These reviews consider several factors known to affect compensation, including role, level, tenure, performance and geography.

6 unchanged sentences

Each officer’s age is indicated by the number in parentheses next to his or her name.

BUCKMINSTER — Vice Chairman and Group President, Global Consumer Services Group

Buckminster (61) has been Vice Chairman since April 2021 and Group President, Global Consumer Services Group since February 2018.

Prior thereto, he had been President, Global Consumer Services Group since October 2015.

BUCKMINSTER — Vice Chairman

Buckminster (62) has been Vice Chairman since April 2021.

Prior thereto, he had been Group President, Global Consumer Services Group since February 2018 and President, Global Consumer Services Group from October 2015 to February 2018.

CAMPBELL — Vice Chairman and Chief Financial Officer

Campbell (62) has been Vice Chairman since April 2021 and Chief Financial Officer since August 2013.

HOWARD GROSFIELD — President, U.S.

Consumer Services

Grosfield (54) has been President, U.S.

Consumer Services since May 2022.

Prior thereto, he had been Executive Vice President and General Manager of U.S.

Consumer Marketing and Global Premium Services since February 2021 and Executive Vice President and General Manager of U.S.

Consumer Marketing Services from January 2016 to February 2021.

MONIQUE HERENA — Chief Colleague Experience Officer

5 unchanged sentences

He also served as President of International Consumer Services and Global Travel and Lifestyle Services from February 2018 to September 2019 and as Executive Vice President, Global Servicing Network from February 2016 to February 2018.

ANNA MARRS — Group President, Global Commercial Services and Credit & Fraud Risk

Marrs (48) has been Group President, Global Commercial Services and Credit & Fraud Risk since April 2021.

Prior thereto, she had been President, Global Commercial Services since September 2018.

RAFAEL MARQUEZ— President, International Card Services

Marquez (51) has been President, International Card Services since May 2022.

Prior thereto, he had been President, International Consumer Services and Global Loyalty Coalition since September 2019 and Executive Vice President of International Consumer Services Europe, Joint Ventures EMEA and International Member Engagement from November 2015 to September 2019.

ANNA MARRS — Group President, Commercial Services and Credit & Fraud Risk

Marrs (49) has been Group President, Commercial Services and Credit & Fraud Risk since April 2021.

Prior thereto, she had been President, Commercial Services since September 2018.

Marrs joined American Express from Standard Chartered Bank, where she served as Regional CEO, ASEAN and South Asia since November 2016.

11 unchanged sentences

Prior thereto, he had been Chief Information Officer, Wholesale, Wealth & Investment Management and Innovation from May 2019 to May 2020.

He also served as Enterprise Chief Information Officer from March 2017 to May 2019 and as Chief Information Officer, Wholesale Banking from October 2015 to March 2017.

He also served as Enterprise Chief Information Officer from March 2017 to May 2019.

ELIZABETH RUTLEDGE — Chief Marketing Officer

3 unchanged sentences

Seeger (61) has been Chief Legal Officer since July 2014.

JENNIFER SKYLER — Corporate Affairs Officer

Skyler (45) has been Corporate Affairs Officer since October 2019.

JENNIFER SKYLER — Chief Corporate Affairs Officer

Skyler (46) has been Chief Corporate Affairs Officer since October 2019.

Skyler joined American Express from WeWork, where she served as Chief Communications Officer from January 2018 to September 2019.

7 unchanged sentences

Williams also serves as the Chief Executive Officer of American Express National Bank.

We compete in the global payments industry with card networks, issuers and acquirers, paper-based transactions (e.g., cash and checks), bank transfer models (e.g., wire transfers and Automated Clearing House, or ACH), as well as evolving and growing alternative mechanisms, systems and products that leverage new technologies, business models and customer relationships to create payment or financing solutions.

The payments industry continues to undergo dynamic changes in response to evolving technologies, consumer habits and merchant needs, some of which have accelerated as a result of the pandemic, such as an increased shift to e-commerce and demand for contactless payments.

As a card issuer, we compete with financial institutions that issue general-purpose credit and debit cards.

17 unchanged sentences

• The security of cardholder, merchant and network partner information

Another aspect of competition is the dynamic and rapid growth of alternative payment and financing mechanisms, systems and products, which include payment aggregators, digital payment and electronic wallet platforms, point-of-sale lenders and buy now, pay later products, real-time settlement and processing systems, financial technology companies, digital currencies developed by both central banks and the private sector, blockchain and similar distributed ledger technologies, prepaid systems and gift cards, and systems linked to customer accounts or that provide payment solutions.

Another aspect of competition is the dynamic and rapid growth of alternative payment and financing mechanisms, systems and products, which include payment facilitators and aggregators, digital payment, open banking and electronic wallet platforms, point-of-sale lenders and buy now, pay later products, real-time settlement and processing systems, financial technology companies, digital currencies developed by both central banks and the private sector, blockchain and similar distributed ledger technologies, prepaid systems and gift cards, and systems linked to customer accounts or that provide payment solutions.

Various competitors are integrating more financial services into their product offerings and competitors are seeking to attain the benefits of closed-loop, loyalty and rewards functionalities, such as ours.

7 unchanged sentences

External publicity concerning investigations can increase the scope and scale of those investigations and lead to further regulatory inquiries.

In addition, legislators and regulators in various countries in which we operate have focused on the offering of consumer financial products and the operation of payment networks, resulting in changes to certain practices or pricing of card issuers, merchant acquirers and payment networks, and, in some cases, the establishment of broad and ongoing regulatory oversight regimes.

Policymakers around the world continue to propose and adopt new laws and regulations governing a wide variety of issues that may impact our business or change our operating environment in substantial and unpredictable ways.

For example, legislators and regulators in various countries in which we operate have focused on the offering of consumer financial products and the operation of payment networks, resulting in changes to certain practices or pricing of card issuers, merchant acquirers and payment networks, and, in some cases, the establishment of broad and ongoing regulatory oversight regimes.

See “Risk Factors—Legal, Regulatory and Compliance Risks” for a discussion of the potential impact legislative and regulatory changes may have on our results of operations and financial condition.

Banking Regulation

Federal and state banking laws, regulations and policies extensively regulate the Company (which, for purposes of this section, refers to American Express Company as a bank holding company), TRS and our U.S.

Federal and state banking laws, regulations and policies extensively regulate the Company, TRS and our U.S.

bank subsidiary, American Express National Bank (AENB).

For purposes of this Supervision and Regulation section, the “Company” refers only to American Express Company, a bank holding company, and does not include its subsidiaries.

Both the Company and TRS are subject to comprehensive consolidated supervision, regulation and examination by the Federal Reserve and AENB is supervised, regulated and examined by the Office of the Comptroller of the Currency (OCC).

9 unchanged sentences

The Company and TRS engage in various activities permissible only for financial holding companies, including, in particular, providing travel agency services, acting as a finder and engaging in certain insurance underwriting and agency services.

If the Company fails to meet eligibility requirements for financial holding company status, it and its subsidiaries are likely to be barred from engaging in new types of financial activities or making certain types of acquisitions or investments in reliance on its status as a financial holding company, and ultimately could be required to either discontinue the broader range of activities permitted to financial holding companies or divest AENB.

In addition, the Company and its subsidiaries are prohibited by law from engaging in practices that the relevant regulatory authority deems unsafe or unsound (which such authorities generally interpret broadly).

activities permitted to financial holding companies or divest AENB.

In addition, the Company and its subsidiaries are prohibited by law from engaging in practices that regulatory authorities deem unsafe or unsound (which such authorities generally interpret broadly) and regulatory authorities have discretion in determining whether new or modified activities can be conducted in a safe and sound manner.

Acquisitions and Investments

20 unchanged sentences

In December 2017, the Basel Committee published standards that, among other things, revise the standardized approach for credit risk (including by recalibrating risk weights and introducing additional capital requirements for certain “unconditionally cancellable commitments” such as unused credit card lines of credit) and provide a new standardized calculation for operational risk capital requirements.

In September 2022, federal banking regulators announced that they are reaffirming their commitment to implement enhanced regulatory capital requirements that align with the standards issued by the Basel Committee in December 2017 and that they are developing a joint proposed rule for issuance.

If adopted in the United States as issued by the Basel Committee and applicable to us, the new standards are likely to result in higher capital requirements for us.

In December 2018, federal banking regulators issued a final rule that provides an optional three-year phase-in period for the adverse regulatory capital effects of adopting the Current Expected Credit Loss (CECL) methodology pursuant to new accounting guidance for the recognition of credit losses on certain financial instruments, which became effective January 1, 2020.

In August 2020, federal banking regulators issued a final rule that provides an option to delay the estimated impact of the adoption of the CECL methodology on regulatory capital for up to two years, followed by the three-year phase-in period.

We elected to adopt the two-year delay followed by the three-year phase-in period.

Therefore, the Company began phasing in the cumulative amount that is not recognized in regulatory capital at 25 percent per year beginning January 1, 2022.

We elected to delay the recognition of $0.7 billion of impact to regulatory capital from the adoption of the CECL methodology for two years, followed by the three-year phase-in period.

As of January 1, 2023, the Company has phased in 50 percent of such amount.

See “Critical Accounting Estimates” under “MD&A” for additional information on CECL.

2 unchanged sentences

The SCB equals (i) the difference between a bank holding company’s starting and minimum projected CET1 capital ratios under the supervisory severely adverse scenario under the Federal Reserve's stress tests described below, plus (ii) one year of planned common stock dividends as a percentage of risk-weighted assets.

On June 24, 2021, the Federal Reserve confirmed the SCB for the Company of 2.5 percent, which remained unchanged from the level announced in August 2020.

On August 4, 2022, the Federal Reserve confirmed the SCB for the Company of 2.5 percent, which remained unchanged from the level announced in June 2021.

As a result, the effective minimum ratios for the Company (taking into account the SCB requirement) and AENB (taking into account the CCB requirement) are 7.0 percent, 8.5 percent and 10.5 percent for the CET1 capital, Tier 1 capital and Total capital ratios, respectively.

Banking organizations whose ratios of CET1 capital, Tier 1 capital or Total capital to risk-weighted assets are below these effective minimum ratios face constraints on discretionary distributions such as dividends, repurchases and redemptions of capital securities, and executive compensation.

A bank holding company’s SCB requirement is generally effective on October 1 of each year and will remain in effect through September 30 of the following year unless it is reset in connection with resubmission of a capital plan, as discussed below.

A bank holding company’s SCB requirement is effective on October 1 of each year and will remain in effect through September 30 of the following year unless it is reset in connection with resubmission of a capital plan, as discussed below.

We are also required to comply with minimum leverage ratio requirements.

10 unchanged sentences

As part of the Comprehensive Capital Analysis and Review (CCAR), the Federal Reserve uses pro-forma capital positions and ratios under such stress scenarios to determine the size of the SCB for each CCAR participating firm.

As a Category IV firm, the Company is required to participate in the supervisory stress tests every other year and is subject to the Federal Reserve’s supervisory stress tests in 2022.

As a Category IV firm, the Company is required to participate in the supervisory stress tests every other year and was most recently subject to the Federal Reserve’s supervisory stress tests in 2022.

The Company is required to develop and submit to the Federal Reserve an annual capital plan on or before April 5 of each year.

2 unchanged sentences

A Category IV firm can elect to participate in the supervisory stress test in an “ off year” and consequently receive an updated SCB.

Due to the economic uncertainty related to the pandemic, the Federal Reserve prohibited share repurchases in the third and fourth quarters of 2020 for all bank holding companies participating in CCAR, but a llowed them to pay common stock dividends provided (a) they did not increase the amount of the dividend and (b) the dividends did not exceed the average of a firm’s net income for the four preceding calendar quarters.

During the first and second quarters of 2021, the Federal Reserve allowed bank holding companies participating in CCAR to repurchase common stock and pay common stock dividends provided (a) the repurchases and dividends, in the aggregate, did not exceed the average of a firm’s net income for the four preceding calendar quarters and (b) the firm did not increase the amount of its common stock dividends beyond the level paid in the second quarter of 2020.

The Federal Reserve also permitted stock repurchases equal to the amount of share issuances related to expensed employee compensation.

These capital distribution restrictions ceased to apply on July 1, 2021.

For additional information regarding our capital distributions, see “Consolidated Capital Resources and Liquidity” under “MD&A.”

We may be required to revise and resubmit our capital plan following certain events or developments, such as a significant acquisition or an event that could result in a material change in our risk profile or financial condition.

16 unchanged sentences

If a federal regulator determines that we are in an unsafe or unsound condition or that we are engaging in unsafe or unsound banking practices, the regulator may reclassify our capital category or otherwise place restrictions on our ability to accept or solicit brokered deposits.

In December 2020, the FDIC issued a final rule intended to update and modernize the FDIC’s brokered deposit regulations.

Effective April 1, 2021, the final rule, among other things, expanded the definition of “deposit broker” and updated the interest rate restrictions for less than well capitalized banks.

Resolution Planning

2 unchanged sentences

AENB continues to be required to prepare and provide a separate resolution plan to the FDIC that would enable the FDIC, as receiver, to effectively resolve AENB under the FDIA in the event of failure.

The FDIC issued an Advance Notice of Proposed Rulemaking on potential revisions to this separate resolution plan requirement for insured depository institutions in April 2019 and temporarily suspended resolution planning requirements for insured depository institutions.

In January 2021, the FDIC lifted the moratorium on resolution plan submissions for insured depository institutions with $100 billion or more in assets, including AENB.

On June 25, 2021, the FDIC released a statement outlining a modified approach to implementing the FDIC’s rule requiring insured depository institutions with $100 billion or more in total assets to submit resolution plans.

Among other things, the modified approach (i) extends the resolution plan’s submission frequency to a three-year cycle;

(ii) lays out new details regarding the FDIC’s emphasis on engagement with firms;

and (iii) exempts filers from other content requirements that the FDIC has determined have been less useful or are obtainable through other supervisory channels.

Under the FDIC's rule and its accompanying June 2021 statement on resolution plans for insured depository institutions, insured depository institutions with $100 billion or more in assets, such as AENB, are required to submit resolution plans on a three-year cycle.

AENB submitted its most recent resolution plan in December 2022, as required.

Orderly Liquidation Authority

2 unchanged sentences

As under the FDIC resolution model, under the OLA, the FDIC has broad power as receiver.

Substantial differences exist, however, between the OLA and the FDIC resolution model for depository institutions, including the right of the FDIC under the OLA to disregard the strict priority of creditor claims in limited circumstances, the use of an administrative claims procedure to determine creditor claims (as opposed to the judicial procedure used in bankruptcy proceedings), and the right of the FDIC to transfer claims to a “bridge” entity.

Substantial differences exist, however, between the OLA and the U.S.

Bankruptcy Code, including the right of the FDIC under the OLA to disregard the strict priority of creditor claims in limited circumstances, the use of an administrative claims procedure to determine creditor claims (as opposed to the judicial procedure used in bankruptcy proceedings), and the right of the FDIC to transfer claims to a “bridge” entity.

The FDIC has developed a strategy under OLA, referred to as the “single point of entry” or “SPOE” strategy, under which the FDIC would resolve a failed financial holding company by transferring its assets (including shares of its operating subsidiaries) and, potentially, very limited liabilities to a “bridge” holding company;

3 unchanged sentences

FDIC Powers upon Insolvency of AENB

If the FDIC is appointed the conservator or receiver of AENB, the FDIC has the power:

(1) to transfer any of AENB’s assets and liabilities to a new obligor without the approval of AENB’s creditors;

(2) to enforce the terms of AENB’s contracts pursuant to their terms;

or (3) to repudiate or disaffirm any contract or lease to which AENB is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmation or repudiation of which is determined by the FDIC to promote the orderly administration of AENB.

If the FDIC is appointed the conservator or receiver of AENB, the FDIC has the power to:

(1) transfer any of AENB’s assets and liabilities to a new obligor without the approval of AENB’s creditors;

(2) enforce the terms of AENB’s contracts pursuant to their terms;

or (3) repudiate or disaffirm any contract or lease to which AENB is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmation or repudiation of which is determined by the FDIC to promote the orderly administration of AENB.

In addition, the claims of holders of U.S.

1 unchanged sentence

offices, in the liquidation or other resolution of AENB.

As a result, whether or not the FDIC ever sought to repudiate any debt obligations of AENB, the debt holders and depositors in non-U.S.

As a result, regardless of whether the FDIC ever sought to repudiate any debt obligations of AENB, the debt holders and depositors in non-U.S.

offices would be treated differently from, and could receive substantially less, if anything, than the depositors in the U.S.

19 unchanged sentences

AENB is subject to the CRA, which imposes affirmative, ongoing obligations on depository institutions to meet the credit needs of their local communities, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of the institution.

In May 2020, the OCC issued a final rule intended to (i) clarify which activities qualify for CRA credit;

(ii) update where activities count for CRA credit;

and (iii) change the methods for CRA measurement, data collection, recordkeeping and reporting for national banks and federal savings associations.

Effective January 1, 2022, that final rule was rescinded and replaced with a rule based on the rules adopted jointly by the federal banking agencies in 1995, as amended.

This action was intended to promote consistency for all insured depository institutions while the agencies continue their ongoing work to modernize the CRA framework on an interagency basis.

In May 2022, the federal banking agencies issued a joint notice of proposed rulemaking proposing revisions to the CRA regulations, including with respect to the delineation of assessment areas, the overall evaluation framework and performance standards and metrics, the definition of community development activities and data collection and reporting.

Climate Risk Management

banking agencies steadily increased their focus on climate risk-related supervision during 2021 and are expected to expand and formalize that focus in 2022.

For example, on October 21, 2021, the Financial Stability Oversight Council (FSOC) issued its Report on Climate-Related Financial Risk, which contains 35 recommendations for FSOC’s member agencies and serves as a framework for next steps.

In addition, on December 16, 2021, the OCC issued for public comment a set of proposed “Principles for Climate-Related Financial Risk Management for Large Banks.” The principles would apply to OCC-regulated institutions with more than $100 billion in total consolidated assets, like AENB, and are broadly designed to provide a high-level framework for the safe and sound management of exposures to climate-related financial risks consistent with existing OCC rules and guidance.

banking agencies have recently increased their focus on climate risk-related supervision.

For example, on December 16, 2021, the OCC issued for public comment a set of proposed “Principles for Climate-Related Financial Risk Management for Large Banks.” The principles would apply to OCC-regulated institutions with more than $100 billion in total consolidated assets, like AENB, and are broadly designed to provide a high-level framework for the safe and sound management of exposures to climate-related financial risks consistent with existing OCC rules and guidance.

The principles outline six key aspects of climate-related financial risk management:

5 unchanged sentences

In addition, the principles offer risk assessment guidance for incorporating climate-related financial risks in various traditional risk categories.

On March 30, 2022 and December 2, 2022, the FDIC and the Federal Reserve, respectively, also issued for public comment substantially similar sets of draft principles targeted at financial institutions with total consolidated assets of more than $100 billion subject to their respective supervision, including, with respect to the Federal Reserve, the Company.

It is too early to determine what regulations and policies may be adopted or apply to the Company and AENB and the effect of any such regulations or policies on the Company and AENB.

Consumer Financial Products Regulation

Our consumer-oriented activities are subject to regulation and supervision in the United States and internationally.

In the United States, our marketing, sale and servicing of consumer financial products and our compliance with certain federal consumer financial laws are supervised and examined by the CFPB, which has broad rulemaking and enforcement authority over providers of credit, savings and payment services and products, and authority to prevent “unfair, deceptive or abusive” acts or practices.

5 unchanged sentences

federal law also regulates abusive debt collection practices, which, along with bankruptcy and debtor relief laws, can affect our ability to collect amounts owed to us or subject us to regulatory scrutiny.

On November 30, 2021, the CFPB’s final rule that sets forth additional requirements for third-party debt collection agencies, which we use in the ordinary course of business, became effective.

See “ We are exposed to credit risk and trends that affect Card Member spending and the ability of customers and partners to pay us, which could have a material adverse effect on our results of operations and financial condition ” under “Risk Factors” for potential impacts related to legal and regulatory changes on our ability to collect amounts owed to us.

On February 1, 2023, the CFPB issued a proposed rule to lower the safe harbor amount that would be considered, by regulation, to be “reasonable and proportional” to the costs incurred by credit card issuers for late payments.

The proposed rule would also eliminate the annual inflation adjustment for such safe harbor amount and prohibit late fee amounts above 25 percent of the consumer's required minimum payment.

The rule proposal, if adopted, is not expected to become effective before 2024.

We are also regulated in the United States under the “money transmitter” or “sale of check” laws in effect in most states.

7 unchanged sentences

Regulation and other governmental actions relating to pricing or practices could affect all networks directly or indirectly, as well as adversely impact consumers and merchants.

Among other things, regulation of bankcard fees has negatively impacted and may continue to negatively impact the discount revenue we earn, including as a result of downward pressure on our discount rate from decreases in competitor pricing in connection with caps on interchange fees.

Among other things, regulation of bankcard fees has negatively impacted and may continue to negatively impact the discount revenue we earn, including as a result of downward pressure on our merchant discount rates from decreases in competitor pricing in connection with caps on interchange fees.

In some cases, regulations also extend to certain aspects of our business, such as network and cobrand arrangements or the terms of card acceptance for merchants, and we have exited our network businesses in the EU and Australia as a result of regulation in those jurisdictions, for example.

There is uncertainty as to when or how interchange fee caps and other provisions of the EU and UK payments legislation might apply when we work with cobrand partners and agents in the EU and the UK.

Given differing interpretations by regulators and participants in cobrand arrangements, we are subject to regulatory action, penalties and the possibility we will not be able to maintain our existing cobrand and agent relationships in the EU or the UK.

There is uncertainty as to when or how interchange fee caps and other provisions of the EU payments legislation might apply when we work with cobrand partners and agents in the EU.

See “ Our business is subject to comprehensive government regulation and supervision, which could materially adversely affect our results of operations and financial condition ” under “Risk Factors.”

In various countries, such as certain Member States in the EU and Australia, merchants are permitted by law to surcharge card purchases.

In addition, the laws of a number of states in the United States that prohibit surcharging have been overturned and certain states have passed or are considering laws to permit surcharging by merchants.

Effective October 6, 2022, merchants in Canada (other than in Quebec) are now permitted to surcharge credit card purchases up to a maximum of 2.4 percent as a result of a litigation settlement with Visa and Mastercard.

Surcharging is an adverse customer experience and could have a material adverse effect on us, particularly where it only or disproportionately impacts credit card usage or card usage generally, our Card Members or our business.

2 unchanged sentences

In some countries, governments have established regulatory regimes that require international card networks to be locally licensed and/or to localize aspects of their operations.

For example, the Reserve Bank of India, which has broad power under the Payment and Settlement Systems Act, 2007 to regulate the membership and operations of card networks, has issued a mandate requiring payment systems operators in India to store certain payments data locally.

On April 23, 2021, the Reserve Bank of India imposed restrictions on the ability of American Express Banking Corp.

to engage in certain card issuing activities in India from May 1, 2021 until it complies with a regulation requiring storage of payment transaction data exclusively in India.

This order does not impact existing customers.

We are working towards complying with the regulation.

Governments in some countries also provide resources or protection to select domestic payment card networks.

For example, the Reserve Bank of India, which has broad power under the Payment and Settlement Systems Act, 2007 to regulate the membership and operations of card networks, issued a mandate requiring payment systems operators in India to store certain payments data locally.

In 2021, it imposed restrictions on American Express Banking Corp.

from engaging in certain card issuing activities in India, which were lifted in August 2022 following significant investment in technology, infrastructure and resources to comply with the regulation.

The development and enforcement of these and other similar laws, regulations and policies may adversely affect our ability to compete effectively and maintain and extend our global network.

2 unchanged sentences

We have established, and continue to maintain, policies and a governance framework to comply with applicable privacy, data protection, data governance and information and cyber security laws and requirements, meet evolving customer and industry expectations and support and enable business innovation and growth.

Our regulators are increasingly focused on ensuring that our privacy, data protection, data governance and information and cyber security-related policies and practices are adequate to inform customers of our data collection, use, sharing and/or security practices, to provide them with choices, if required, about how we use and share their information, and to appropriately safeguard their personal information and account access.

Regulators are also focused on data management, data governance and our third-party risk management policies and practices.

Our regulators are increasingly focused on ensuring that our privacy, data protection, data governance and cyber security-related policies and practices are adequate to inform customers of our data collection, use, sharing and/or security practices, to provide them with choices, if required, about how we use and share their information, and to appropriately safeguard their personal information and account access.

Regulators are also focused on data management, resiliency and business continuity, and third-party risk management policies and practices.

In the United States, certain of our businesses are subject to the privacy, disclosure and safeguarding provisions of the Gramm-Leach-Bliley Act (GLBA) and its implementing regulations and guidance.

Among other things, GLBA imposes certain limitations on our ability to share consumers’ nonpublic personal information with nonaffiliated third parties and requires us to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the size and complexity of our business, the nature and scope of our activities and the sensitivity of customer information that we process.

More recently, we have expanded privacy rights to California residents who are not covered by GLBA, pursuant to the California Consumer Privacy Act and the California Privacy Rights Act.

We have also expanded privacy rights to California residents who are not covered by GLBA, pursuant to the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020.

Various regulators, U.S.

states and territories are considering similar requirements or have adopted laws, rules and regulations pertaining to privacy and/or information and cyber security that may be more stringent and/or expansive than federal requirements.

We are also subject to certain privacy, data protection, data governance and information and cyber security laws in other countries in which we operate (including countries in the EU, Australia, Canada, China, Japan, Hong Kong, India, Mexico, Singapore and the United Kingdom), some of which are more stringent and/or expansive than those in the United States and some of which may conflict with each other.

We are also subject to certain privacy, data protection, data governance and information and cyber security laws in other countries in which we operate (including countries in the EU, Australia, Canada, China, Japan, Hong Kong, India, Indonesia, Mexico, Singapore, Thailand and the United Kingdom), some of which are more stringent and/or expansive than those in the United States and some of which may conflict with each other.

Some countries and the EU have instituted or are considering instituting requirements that make it onerous to transfer personal data to other jurisdictions.

5 unchanged sentences

The GDPR includes, among other things, a requirement for prompt notice of data breaches, in certain circumstances, to affected individuals and supervisory authorities.

The UK GDPR, which became effective in January 2021, mirrors the compliance requirements and fine structure of the GDPR.

Anti-Money Laundering, Sanctions and Anti-Corruption Compliance

We are subject to significant supervision and regulation, and an increasingly stringent enforcement environment, with respect to compliance with anti-money laundering (AML), sanctions and anti-corruption laws and regulations in the United States and in other jurisdictions in which we operate.

Failure to maintain and implement adequate programs and policies and procedures for AML, sanctions and anti-corruption compliance could have material financial, legal and reputational consequences.

Anti-Money Laundering

We are subject to a significant number of AML laws and regulations as a result of being a financial company headquartered in the United States, as well as having a global presence.

In the United States, the majority of AML requirements are derived from the Currency and Foreign Transactions Reporting Act and the accompanying regulations issued by the U.S.

The UK GDPR mirrors the compliance requirements and fine structure of the GDPR.

In October 2022, an Executive Order was signed that, together with regulations issued by the U.S.

Department of Justice, would implement a new data privacy framework for cross border transfers of EU personal data to the United States.

Anti-Money Laundering, Countering the Financing of Terrorism, Economic Sanctions and Anti-Corruption Compliance

We are subject to significant supervision and regulation, and an increasingly stringent enforcement environment, with respect to compliance with anti-money laundering (AML), countering the financing of terrorism (CFT), sanctions and anti-corruption laws and regulations.

Failure to maintain and implement adequate programs and policies and procedures for AML/CFT, sanctions and anti-corruption compliance could have material financial, legal and reputational consequences.

Anti-Money Laundering and Countering the Financing of Terrorism

We are subject to a significant number of AML/CFT laws and regulations globally.

In the United States, the majority of AML/CFT requirements are derived from the Currency and Foreign Transactions Reporting Act and the accompanying regulations issued by the U.S.

Department of the Treasury (collectively referred to as the Bank Secrecy Act), as amended by the USA PATRIOT Act of 2001 (the Patriot Act).

The Anti-Money Laundering Act of 2020 (the AMLA), enacted in January 2021, amended the Bank Secrecy Act and is intended to comprehensively reform and modernize U.S.

AML/CFT laws.

Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, the effects of which are not known at this time.

In Europe, AML requirements are largely the result of countries transposing the 5th and 6th EU Anti-Money Laundering Directives (and preceding EU Anti-Money Laundering Directives) into local laws and regulations.

Numerous other countries, such as Argentina, Australia, Canada, India, Mexico, New Zealand and Russia, have also enacted or proposed new or enhanced AML legislation and regulations applicable to American Express.

Among other things, these laws and regulations require us to establish AML programs that meet certain standards, including, in some instances, expanded reporting, particularly in the area of suspicious transactions, and enhanced information gathering and recordkeeping requirements.

Our AML programs have become the subject of heightened scrutiny in some countries, including certain Member States in the EU.

Any errors, failures or delays in complying with AML and counter-terrorist financing laws, perceived deficiencies in our AML programs or association of our business with money laundering, terrorist financing, tax fraud or other illicit activity can give rise to significant supervisory, criminal and civil proceedings and lawsuits, which could result in significant penalties and forfeiture of assets, loss of licenses or restrictions on business activities, or other enforcement actions.

Office of Foreign Assets Control Regulation

In Europe, AML/CFT requirements are largely the result of countries transposing the 5th and 6th EU Anti-Money Laundering Directives (and preceding EU Anti-Money Laundering Directives) into local laws and regulations.

Numerous other countries, such as Argentina, Australia, Canada, India, Mexico, New Zealand and Russia, have also enacted or proposed new or enhanced AML/CFT legislation and regulations applicable to American Express.

Among other things, these laws and regulations require us to establish AML/CFT programs that meet certain standards, including, in some instances, expanded reporting, particularly in the area of suspicious transactions, and enhanced information gathering and recordkeeping requirements.

Our AML/CFT programs have become the subject of heightened scrutiny in some countries, including certain Member States in the EU.

Any errors, failures or delays in complying with AML/CFT laws, perceived deficiencies in our AML/CFT programs or association of our business with money laundering, terrorist financing, tax fraud or other illicit activity can give rise to significant supervisory, criminal and civil proceedings and lawsuits, which could result in significant penalties and forfeiture of assets, loss of licenses or restrictions on business activities, or other enforcement actions.

Economic Sanctions

National governments and international bodies, such as the United Nations and the EU, have imposed economic sanctions against individuals, entities, vessels, governments and countries that endanger their interests or violate international norms of behavior.

Sanctions have been used to advance a range of foreign policy goals, including conflict resolution, counterterrorism, counternarcotics and promotion of democracy and human rights, among other national and international interests.

Failure to comply with such requirements could subject us to serious legal and reputational consequences, including criminal penalties.

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others.

The United States prohibits U.S.

persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers.

persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers, without a license or other authorization.

These prohibitions are administered by the U.S.

Department of the Treasury’s Office of Foreign Assets Control (OFAC) and are typically known as the OFAC rules.

The OFAC rules prohibit U.S.

persons from engaging in financial transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S.

Department of the Treasury’s Office of Foreign Assets Control (OFAC).

OFAC regulations prohibit U.S.

persons from engaging in financial transactions with or relating to a targeted individual, entity, vessel, government or country, require the blocking of assets in which the individual, entity, vessel, government or country has an interest, and prohibit transfers of property subject to U.S.

jurisdiction (including property in the possession or control of U.S.

persons) to such individual, entity or country.

persons) to such individual, entity, vessel, government or country.

Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.

We maintain a global sanctions program designed to ensure compliance with OFAC requirements.

Failure to comply with such requirements could subject us to serious legal and reputational consequences, including criminal penalties.

We maintain a global sanctions compliance program designed to meet the requirements of applicable sanctions regimes.

Anti-Corruption

We are subject to complex international and U.S.

anti-corruption laws and regulations, including the U.S.

We are subject to complex anti-corruption laws and regulations, including the U.S.

Foreign Corrupt Practices Act (the FCPA), the UK Bribery Act and other laws that prohibit the making or offering of improper payments.

2 unchanged sentences

The UK Bribery Act also prohibits commercial bribery and the receipt of a bribe, and makes it a corporate offense to fail to prevent bribery by an associated person, in addition to prohibiting improper payments to foreign government officials.

Failure of the Company, our subsidiaries, colleagues, contractors or agents to comply with the FCPA, the UK Bribery Act and other similar laws can expose us and/or individual colleagues to investigation, prosecution and potentially severe criminal and civil penalties.

Failure by us or our colleagues, contractors or agents to comply with the FCPA, the UK Bribery Act and other similar laws can expose us and/or individual colleagues to investigation, prosecution and potentially severe criminal and civil penalties.

Compensation Practices

4 unchanged sentences

Enforcement actions may be taken against us if our incentive compensation arrangements or related risk-management control or governance processes are determined to pose a risk to our safety and soundness, and we have not taken prompt and effective measures to correct the deficiencies.

In May 2016, the federal banking regulators, the Securities and Exchange Commission (SEC), the Federal Housing Finance Agency and the National Credit Union Administration re-proposed a rule, originally proposed in 2011, on incentive-based compensation practices.

The re-proposed rule would apply deferral, downward adjustment and forfeiture, and clawback requirements to incentive-based compensation arrangements granted to senior executive officers and significant risk-takers of covered institutions, with specific requirements varying based on the asset size of the covered institution and the category of employee.

The Dodd-Frank Act requires U.S.

financial regulators, including the Federal Reserve and the Securities and Exchange Commission (SEC), to adopt rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets.

In 2016, the federal banking regulators, the SEC, the Federal Housing Finance Agency and the National Credit Union Administration proposed revised rules on incentive-based compensation practices, which have not yet been finalized.

If these or other regulations are adopted in a form similar to what has been proposed, they will impose limitations on the manner in which we may structure compensation for our colleagues, which could adversely affect our ability to hire, retain and motivate key colleagues.

In October 2022, the SEC adopted a new rule directing national securities exchanges to require policies mandating, in the case of a restatement of previously issued financial statements, the recovery of excess incentive-based compensation paid to current or former executive officers and requiring listed issuers to disclose any recovery analysis where recovery is triggered by any such restatement.

ADDITIONAL INFORMATION

2 unchanged sentences

In addition, we routinely post financial and other information, some of which could be material to investors, on our Investor Relations website.

Information regarding our corporate responsibility and sustainability initiatives, including our Environmental, Social and Governance reports, are available on our Corporate Responsibility website at http://about.americanexpress.com/corporate-responsibility.

Information regarding our corporate sustainability initiatives, including our Environmental, Social and Governance reports, are available on the Corporate Sustainability section of our website at http://about.americanexpress.com/corporate-sustainability.

The content of any of our websites referred to in this report is not incorporated by reference into this report or any other report filed with or furnished to the SEC.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business