What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-10 compared with 2022-02-11 · 95 added, 83 removed, 407 unchanged (30% of the section changed)

43 unchanged sentences

Exhibits numbered 10.1 through 10.32 are management contracts or compensatory plans or arrangements.

3.1 Company's Amended and Restated Certificate of Incorporation as amended through August 2 , 202 1 (incorporated by reference to Exhibit 3.1 of the Company's Q u a rterly R eport on Form 10-Q (Commission File No.

3.1 Company's Amended and Restated Certificate of Incorporation , as amended through April 20, 2022 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended March 31, 2022).

3.2 Company's By-Laws, as amended through October 19, 2022 (incorporated by reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended September 30, 2022).

3.2 Company's By-Laws, as amended through September 26, 2016 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K (Commission File No.

1-7657), dated September 26, 2016 ( f iled September 27, 2016) ) .

4.1 The instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K.

2 unchanged sentences

1-7657) for the year ended December 31, 2020).

10.1 American Express Company Deferred Compensation Plan for Directors and Advisors, as amended and restated effective April 1, 2018 (incorporated by reference to Exhibit 10.3 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended March 31, 2018).

* 10.1 American Express Company Deferred Compensation Plan for Directors and Advisors, as amended and restated effective January 1, 2023.

10.2 American Express Company 2007 Pay-for-Performance Deferral Program Document (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (Commission File No.

34 unchanged sentences

1-7657) for the year ended December 31, 1997).

10.20 Second Amendment and Restatement of the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (as amended and restated effective as of January 1, 2012) (incorporated by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2011).

10.21 Third Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated March 29, 2012) (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended March 31, 2012).

10.22 Fourth Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated October 24, 2012) (incorporated by reference to Exhibit 10.31 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2012).

10.23 Fifth Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated May 1, 2013) (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended March 31, 2013).

10.24 Sixth Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated August 16, 2013) (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended September 30, 2013).

10.25 Seventh Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated September 26, 2013) (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q (Commission File No.

1-7657) for the quarter ended September 30, 2013).

10.26 Eighth Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated December 1, 2013) (incorporated by reference to Exhibit 10.36 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2013).

10.27 Ninth Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated December 14, 2016) (incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2016).

10.28 Tenth Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated December 17, 2018) (incorporated by reference to Exhibit 10.28 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2018).

* 10.29 Eleventh Amendment to the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (dated December 9, 2021).

* 10.20 Twelfth Amendment and Restatement of the American Express Retirement Restoration Plan (f/k/a Supplemental Retirement Plan) (as amended and restated effective as of January 1, 2023).

10.21 American Express Company 2003 Share Equivalent Unit Plan for Directors, as amended and restated, effective January 1, 2015 (incorporated by reference to Exhibit 10.38 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2015).

Description of Compensation Payable to Non-Management Directors effective January 1, 2015 (incorporated by reference to Exhibit 10.39 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2014).

Description of Compensation Payable to Non-Management Directors , effective January 1, 20 2 2 .

10.23 American Express Company 2007 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (Commission File No.

12 unchanged sentences

1-7657) for the year ended December 31, 2016).

10.39 Amendment to the Form of nonqualified stock option award agreement and Form of restricted stock unit award for executive officers under the American Express Company 2016 Incentive Compensation Plan (for awards made after January 29, 2020) (incorporated by reference to Exhibit 10.41 of the Company's Annual Report on Form 10-K (Commission File No.

10.30 Amendment to the Form of nonqualified stock option award agreement and Form of restricted stock unit award for executive officers under the American Express Company 2016 Incentive Compensation Plan (for awards made on or after January 29, 2020) (incorporated by reference to Exhibit 10.41 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2019).

* 10.31 Amendment to the Form of restricted stock unit award agreement and Form of nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (for awards made on or after February 1, 2023).

10.32 Form of notice agreement in connection with Annual Incentive Awards under the American Express Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.42 of the Company's Annual Report on Form 10-K (Commission File No.

24 unchanged sentences

and Stephen J.

Squeri (incorporated by reference to Exhibit 10.46 of the Company's Annual Report on F orm 10-K (Commission File No.

1-7657) for the year ended December 31, 2021 ) .

10.39 Amendment No.

5 , dated July 27, 2022 , to the Time Sharing Agreement, dated February 13, 2018, by and between American Express Travel Related Services Company, Inc.

and Stephen J.

Squeri (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (Co m mission File No.

1-7657) for the quarter ended September 30, 2022) .

* 21 Subsidiaries of the Company.

26 unchanged sentences

/s/ STEPHEN J.

SQUERI /s/ THEODORE J.

Chairman, Chief Executive Officer and Director Theodore J.

SQUERI /s/ MICHAEL O.

Chairman, Chief Executive Officer and Director Michael O.

/s/ JEFFREY C.

CAMPBELL /s/ KAREN L.

Vice Chairman and Chief Financial Officer Karen L.

/s/ JESSICA LIEBERMAN QUINN /s/ CHARLES E.

PHILLIPS, JR.

CAMPBELL /s/ THEODORE J.

Vice Chairman and Chief Financial Officer Theodore J.

/s/ JESSICA LIEBERMAN QUINN /s/ DEBORAH P.

Jessica Lieberman Quinn

Executive Vice President and Corporate Controller

(Principal Accounting Officer) Charles E.

Phillips, Jr.

(Principal Accounting Officer) Deborah P.

/s/ THOMAS J.

1 unchanged sentence

Baltimore, Jr.

/s/ CHARLENE BARSHEFSKY /s/ DANIEL L.

/s/ CHARLENE BARSHEFSKY /s/ CHARLES E.

PHILLIPS, JR.

Charlene Barshefsky

Director Charles E.

Phillips, Jr.

BRENNAN /s/ LYNN A.

Director Lynn A.

/s/ PETER CHERNIN /s/ DANIEL L.

Peter Chernin

Director Daniel L.

BRENNAN /s/ LISA W.

/s/ WALTER J.

CLAYTON III /s/ LISA W.

Director Lisa W.

/s/ PETER CHERNIN /s/ RONALD A.

Peter Chernin

Director Ronald A.

/s/ RALPH DE LA VEGA /s/ CHRISTOPHER D.

1 unchanged sentence

Director Christopher D.

/s/ MICHAEL O.

February 10, 2023

20 unchanged sentences

381 29 7.6 196 10 5.1 184 11 6.0

196 10 5.1 184 11 6.0 56 6 10.7

Short-term investment securities

14 unchanged sentences

Primarily U.S.

16 4 n.m 38 8 n.m.

Total interest-earning assets (e)

4 unchanged sentences

(a) Averages based on month-end balances.

(b) Average non-accrual loans were included in the average Card Member loan balances in amounts of $121 million, $275 million and $307 million in U.S.

for 2021, 2020 and 2019, respectively.

(b) Average non-accrual loans were included in the average U.S Card Member loan balances in amounts of $121 million for both 2022 and 2021, and $275 million for 2020.

Average other loan balances for U.S.

include average non-accrual loans of $1 million, $3 million and $7 million for 2021, 2020 and 2019, respectively.

include average non-accrual loans of $1 million for both 2022 and 2021, and $3 million for 2020.

Average non-accrual loans are considered to determine the average yield on loans.

90 unchanged sentences

Years Ended December 31, (Millions)

Volume Average

Rate Net Change Average

Volume Average

Rate Net Change

Net Change Average

Interest-earning assets

4 unchanged sentences

9 10 19 1 (2) (1)

1 (2) (1) 14 (9) 5

Short-term investment securities

30 unchanged sentences

(a) Refer to footnotes from “Distribution of Assets, Liabilities and Shareholders’ Equity” for additional information.

(b) Represents the change in volume multiplied by the prior year rate.

(c) Represents the sum of the change in rate multiplied by the prior year volume and the change in rate multiplied by the change in volume.

Weighted average yields and contractual maturities for available-for-sale debt securities with stated maturities

The following table presents weighted average yields by contractual maturities for available-for-sale debt securities with stated maturities as of December 31, 2022:

Weighted average yield (a)

Due within 1 year Due after 1 year but within 5 years Due after 5 years but within 10 years Due after 10 years Total

State and municipal obligations — % — % 5.76 % 2.39 % 3.50 %

Government agency obligations — — 3.26 3.04 3.06

Government treasury obligations 2.03 3.22 4.77 — 2.38

Mortgage-backed securities

— — — 4.19 4.19

Foreign government bonds and obligations 5.25 4.20 — — 5.25

Other — % 2.51 % 2.75 % — % 2.53 %

(a) Weighted average yields for investment securities have been calculated using the effective yield on the date of purchase.

Yields on tax-exempt investment securities have been computed on a tax-equivalent basis using the U.S.

federal statutory tax rate of 21 percent .

Maturities and Sensitivities to Changes in Interest Rates

The following table presents contractual maturities of loans and Card Member receivables by customer type, and segregated between U.S.

based on domicile of the borrowers, and distribution between fixed and floating interest rates for loans due after one year based upon the stated terms of the loan agreements.

The following table presents contractual maturities of loans and Card Member receivables by customer type, and distribution between fixed and floating interest rates for loans due after one year based upon the stated terms of the loan agreements.

December 31, (Millions)

years (b) (c)

Card Member $ 76,500 $ 378 $ — $ — $ 76,878

Other 554 1,997 98 34 2,683

Card Member 11,684 — — — 11,684

Consumer $ 84,645 $ 319 $ — $ — $ 84,964

Small Business 22,858 89 — — 22,947

Corporate 53 — — — 53

Other 1,000 4,289 104 23 5,416

1 unchanged sentence

Loans due after one year at fixed interest rates

Card Member $ 378 $ — $ — $ 378

Consumer $ 319 $ — $ — $ 319

Small Business 89 — — 89

Other 4,177 5 23 4,205

Loans due after one year at variable interest rates

Card Member — — — —

Other 112 99 — 211

1 unchanged sentence

Card Member receivables

$ 38,284 $ 128 $ — $ — $ 38,412

15,233 — — — 15,233

Consumer $ 22,814 $ 71 $ — $ — $ 22,885

Small Business 19,494 135 — — 19,629

Corporate 15,099 — — — 15,099

Total Card Member receivables $ 57,407 $ 206 $ — $ — $ 57,613

12 unchanged sentences

Net write-offs — interest and fees less recoveries $ 203 $ 190

Average Card Member loans (billions) (a)

Average consumer loans (billions) (a)

$ 74.8 $ 61.0

Principal only net write-offs / average Card Member loans outstanding (b)

Principal, interest and fees net write-offs / average Card Member loans outstanding (b)

Principal only net write-offs / average consumer loans outstanding (b)

Principal, interest and fees net write-offs / average consumer loans outstanding (b)

Small Business

Net write-offs — principal less recoveries $ 145 $ 96

Net write-offs — interest and fees less recoveries $ 26 $ 17

Average small business loans (billions) (a)

$ 20.5 $ 15.0

Principal only net write-offs / average small business loans outstanding (b)

Principal, interest and fees net write-offs / average small business loans outstanding (b)

Net write-offs $ 22 $ 21

2 unchanged sentences

Card Member receivables

Net write-offs — principal less recoveries $ 177 $ 63

Net write-offs — fees less recoveries $ 15 $ 11

Average consumer receivables (billions) (a)

$ 21.3 $ 19.2

Principal only net write-offs / average consumer receivables outstanding (b)

Principal and fees net write-offs / average consumer receivables outstanding (b)

Small Business

Net write-offs — principal less recoveries $ 198 $ 46

Net write-offs — fees less recoveries $ 17 $ 11

Average small business receivables (billions) (a)

$ 18.6 $ 15.8

Principal only net write-offs / average small business receivables outstanding (b)

Principal and fees net write-offs / average small business receivables outstanding (b)

Net write-offs — principal and fees less recoveries $ 55 $ (2)

Average Card Member receivables (billions) (a)

Average corporate receivables (billions) (a)

$ 14.7 $ 11.8

Net write-offs / average Card Member receivables outstanding (b)

Principal and fees net write-offs / average corporate receivables outstanding (b)

Reserve for credit losses $ 4,035 $ 3,421

Non-accrual loans (c)

Reserve for credit losses to total loans and Card Member receivables (d)

Non-accrual loans to total loans (e)

Reserve for credit losses to non-accrual loans (f)

Reserve for credit losses as a percentage of total loans and Card Member receivables (d)

Non-accrual loans as a percentage of total loans (d)

Reserve for credit losses as a percentage of non-accrual loans (e)

1994.3 % 3476.3 %

4 unchanged sentences

Amounts presented exclude loans classified as TDR.

Lower non-accrual loans are primarily driven by higher enrollments under In House TDR programs and lower delinquencies.

(d) Represents the reserve for credit losses as a percentage of total loans and Card Member receivables.

Refer to “Maturities and Sensitivities to Changes in Interest Rates” for total outstanding balances of loans and Card Member receivables.

(e) Represents percentage of non-accrual loans to total loans.

(f) Represents the total reserve for credit losses on Card Member loans and other loans as a percentage of total non-accrual loans.

Refer to “Allocation of reserve for credit losses” for reserve related to Card Member loans and other loans.

Higher non-accrual loans are primarily driven by higher legal placements.

(d) Refer to “Maturities and Sensitivities to Changes in Interest Rates” for total outstanding balance of loans and Card Member receivables.

(e) Refer to “Allocation of reserve for credit losses” for reserve related to Card Member loans and other loans.

Allocation of Reserve for Credit Losses

The following table shows the reserve for credit losses allocated to each of loans and Card Member receivables by customer type, and between U.S.

The following table shows the reserve for credit losses allocated to Card Member loans, Card Member receivables and Other loans.

December 31, 2022 2021

3 unchanged sentences

Amount Percentage (a)

Card Member $ 3,067 91 % $ 4,820 86 %

Other 50 1 228 4

Card Member 238 8 524 10

Other 2 — 10 —

$ 3,357 100 % $ 5,582 100 %

Card Member loans $ 3,747 93 % $ 3,305 97 %

Card Member receivables 229 6 64 2

$ 54 84 % $ 216 81 %

$ 64 100 % $ 267 100 %

(a) Percentage of reserve for credit losses on loans and Card Member receivables in each category to the total reserve.

Other loans 59 1 52 1

Total Reserve for credit losses $ 4,035 100 % $ 3,421 100 %

(a) Percentage of reserve for credit losses on Card Member loans, Card Member receivables and Other loans to the total reserve.

Uninsured Time Certificates of Deposit

16 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 9A. Controls and Procedures