What changed in this filing

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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-10 · 76 added, 85 removed, 417 unchanged (28% of the section changed)

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OTHER INFORMATION

Not applicable.

Rule 10b5-1 Trading Plans

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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• Information included under the caption “Corporate Governance at American Express — Item 1 — Election of Directors for a Term of One Year”

• Information included under the caption “Executive Compensation”

• Information included under the caption “Executive Compensation” (other than information included under the subcaption “Pay versus Performance”)

• Information under the caption “Corporate Governance at American Express — Certain Relationships and Transactions”

In addition, the information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under the caption “Information About Our Executive Officers” in this Report.

• Information under the caption “Delinquent Section 16(a) Reports”

In addition, the information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under the caption “Information About Our Executive Officers” under “Business.”

We have adopted a set of Corporate Governance Principles, which together with the charters of the four standing committees of the Board of Directors (Audit and Compliance;

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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 January 1, 2023.

10.1 American Express Company Deferred Compensation Plan for Directors and Advisors, as amended and restated effective January 1, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2022).

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.

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1-7657) for the year ended December 31, 2008).

10.8 American Express Company Retirement Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 1988).

10.9 Certificate of Amendment of the American Express Company Retirement Plan for Non-Employee Directors dated March 21, 1996 (incorporated by reference to Exhibit 10.11 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 1995).

American Express Key Executive Life Insurance Plan, as amended (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (Commission File No.

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1-7657) for the year ended December 31, 1990).

10.15 American Express Directors' Charitable Award Program (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 1990).

American Express Company Salary/Bonus Deferral Plan (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K (Commission File No.

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

* 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).

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) (incorporated by reference to Exhibit 10.

20 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2022).

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, 20 2 2 .

Description of Compensation Payable to Non-Management Directors, effective January 1, 2022 (incorporated by reference to Exhibit 10.

22 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2022).

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.

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1-7657), dated May 5, 2020 (filed May 7, 2020)).

10.27 Form of nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (for awards made after May 2, 2016) (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, 2016).

10.28 Form of restricted stock unit award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (for awards made after May 2, 2016) (incorporated by reference to Exhibit 10.42 of the Company's Annual Report on Form 10-K (Commission File No.

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

Form of nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan .

Form of restricted stock unit/restricted stock award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan .

Form of award agreement for executive officers in connection with Performance Grant awards (a/k/a Executive Annual Incentive Awards) under the American Express Company 2016 Incentive Compensation Plan (for awards made after May 2, 2016) (incorporated by reference to Exhibit 10.43 of the Company ’ s Annual Report on Form 10-K (Commission File No.

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

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).

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.

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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.

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

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

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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.

Squeri (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, 2022).

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Squeri, Chief Executive Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

* 31.2 Certification of Jeffrey C.

Campbell, Chief Financial Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

* 31.2 Certification of Christophe Y.

Le Caillec, Chief Financial Officer, pursuant to Rule 13a-14(a) promulgated under the Securities Exchange Act of 1934, as amended.

* 32.1 Certification of Stephen J.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* 32.2 Certification of Jeffrey C.

Campbell, Chief Financial Officer, pursuant to 18 U.S.C.

* 32.2 Certification of Christophe Y.

Le Caillec, Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

American Express Company Policy for the Recovery of Erroneously Awarded Compensation.

* 101.INS XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

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AMERICAN EXPRESS COMPANY

/s/ JEFFREY C.

Vice Chairman and Chief Financial Officer

/s/ CHRISTOPHE Y.

Christophe Y.

Chief Financial Officer

February 9, 2024

1 unchanged sentence

/s/ STEPHEN J.

SQUERI /s/ MICHAEL O.

Chairman, Chief Executive Officer and Director Michael O.

/s/ JEFFREY C.

CAMPBELL /s/ THEODORE J.

Vice Chairman and Chief Financial Officer Theodore J.

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

SQUERI /s/ THEODORE J.

Chairman, Chief Executive Officer and Director Theodore J.

/s/ CHRISTOPHE Y.

/s/ DEBORAH P.

Christophe Y.

Chief Financial Officer

/s/ JESSICA LIEBERMAN QUINN /s/ KAREN L.

Jessica Lieberman Quinn

Executive Vice President and Corporate Controller

(Principal Accounting Officer) Deborah P.

(Principal Accounting Officer) Karen L.

/s/ THOMAS J.

BALTIMORE, JR.

Baltimore, Jr.

/s/ CHARLENE BARSHEFSKY /s/ CHARLES E.

/s/ CHARLES E.

PHILLIPS, JR.

Charlene Barshefsky

Director Charles E.

Baltimore, Jr.

Phillips, Jr.

BRENNAN /s/ LYNN A.

Director Lynn A.

/s/ PETER CHERNIN /s/ DANIEL L.

/s/ PETER CHERNIN

/s/ DANIEL L.

Peter Chernin

Director Daniel L.

/s/ WALTER J.

CLAYTON III /s/ LISA W.

Director Lisa W.

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

/s/ RALPH DE LA VEGA

/s/ CHRISTOPHER D.

Ralph de la Vega

Director Christopher D.

Christopher D.

February 9, 2024

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Assets, liabilities, interest income and interest expense are attributed to the United States and outside the United States based on the location of the office recording such items.

2022 2021 2020

Years Ended December 31,

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110 5 4.5 93 2 2.2 106 — —

Card Member loans (b)

82,991 10,215 12.3 66,436 7,553 11.4 65,559 8,196 12.5

12,378 1,423 11.5 9,614 1,086 11.3 9,018 1,196 13.3

Other loans (b)

Card Member and other loans

105,819 15,656 14.8 86,810 10,525 12.1 68,777 7,734 11.2

15,258 2,041 13.4 12,642 1,442 11.4 9,740 1,116 11.5

Taxable investment securities (c)

Taxable investment securities (b)

2,893 75 2.5 3,196 67 2.1 13,765 62 0.5

726 43 5.9 648 23 3.5 634 16 2.5

Non-taxable investment securities (c)

Non-taxable investment securities (b)

22 1 5.6 29 2 9.8 87 3 4.7

Other assets (d)

Other assets (c)

Primarily U.S.

Total interest-earning assets (e)

Total interest-earning assets (d)

$ 161,801 $ 19,983 12.3 % $ 128,416 $ 12,658 9.9 % $ 121,555 $ 9,033 7.4 %

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(a) Averages based on month-end balances.

(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 for both 2022 and 2021, and $3 million for 2020.

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

(c) Average yields for both taxable and non-taxable investment securities have been calculated using amortized cost balances and do not include changes in fair value recorded in other comprehensive loss.

(b) Average yields for both taxable and non-taxable investment securities have been calculated using amortized cost balances and do not include changes in fair value recorded in other comprehensive loss.

Average yield on non-taxable investment securities is calculated on a tax-equivalent basis using the U.S.

federal statutory tax rate of 21 percent for 2023, 2022 and 2021.

(d) Amounts include (i) average equity securities balances, which are included in investment securities on the Consolidated Balance Sheets, and (ii) the associated income.

(e) The average yield on total interest-earning assets is adjusted for the impacts of the items mentioned in footnote (c).

(c) Amounts include (i) average equity securities balances, which are included in investment securities on the Consolidated Balance Sheets, and (ii) the associated income.

(d) The average yield on total interest-earning assets is adjusted for the impacts of the items mentioned in footnote (b).

Years Ended December 31,

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(b) Includes premises and equipment, net of accumulated depreciation and amortization.

2022 2021 2020

Years Ended December 31,

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Customer deposits

Savings $ 85,198 $ 1,245 1.5 % $ 78,084 $ 314 0.4 % $ 69,796 $ 697 1.0 %

Time 9,356 254 2.7 6,092 139 2.3 9,898 237 2.4

Demand 1,300 23 1.8 692 2 0.3 752 5 0.7

Time 6 — — 8 — — 11 1 9.1

Other deposits 11 5 45.5 11 3 27.3 11 3 27.3

Savings and transaction accounts

$ 86,102 $ 3,357 3.9 % $ 71,458 $ 967 1.4 % $ 65,694 $ 275 0.4 %

Certificates of deposit

18,352 677 3.7 9,357 254 2.7 6,093 139 2.3

Sweep accounts

15,676 824 5.3 15,039 301 2.0 13,081 41 0.3

Certificates of deposit and other deposits

15 7 46.7 17 5 29.4 19 3 15.8

Short-term borrowings

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Total shareholders’ equity

26,880 23,380 23,910

Total liabilities and shareholders’ equity

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Average volume/rate changes have been allocated between the average volume and average rate variances on a consistent basis based upon the respective percentage changes in average balances and average rates.

2022 Versus 2021 2021 Versus 2020

2023 Versus 2022

2022 Versus 2021

Increase (Decrease)

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(4) 15 11 — 7 7

— 2 2 — (1) (1)

Card Member loans

1,882 780 2,662 110 (753) (643)

312 25 337 79 (189) (110)

Card Member and Other loans

2,305 2,826 5,131 2,028 763 2,791

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Customer deposits

Savings $ 29 $ 902 $ 931 $ 83 $ (466) $ (383)

Time 74 41 115 (91) (7) (98)

Demand 2 19 21 — (3) (3)

Time — — — — (1) (1)

Other deposits — 2 2 — — —

Short-term borrowings

Savings and transaction accounts

$ 198 $ 2,192 $ 2,390 $ 24 $ 668 $ 692

Certificates of deposit

244 179 423 74 41 115

Sweep accounts

13 510 523 6 254 260

Certificates of deposit & Other deposits

(1) 3 2 — 2 2

Short-term borrowings

(4) 14 10 (1) 8 7

Long-term debt and other

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Card Member receivables are due upon receipt of Card Member statements and have no stated interest rate and are therefore included in the due within one year category.

(b) Card Member loans and receivables due after one year represent Troubled Debt Restructurings (TDRs).

Card Members experiencing financial difficulties are offered modification programs wherein a long-term concession (more than 12 months) has been granted to the borrower and are classified as TDRs.

(b) Card Member loans and receivables due after one year represent modification programs offered to Card Members experiencing financial difficulties wherein a long-term concession (more than 12 months) has been granted to the borrower.

Credit Quality Indicators for Loans and Card Member Receivables

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In addition, as our practice is to include uncollectible interest and/or fees as part of our total provision for credit losses, a net write-off rate including principal, interest and/or fees is also presented.

(c) Non-accrual loans not in modification programs primarily include certain loans placed with outside collection agencies for which we have ceased accruing interest.

Amounts presented exclude loans classified as TDR.

(c) Non-accrual loans primarily include certain loans placed with outside collection agencies for which we have ceased accruing interest.

Amounts presented includes Other loans of $7 million and $2 million as of December 31, 2023 and 2022, respectively.

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

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(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

Uninsured Customer Deposits

deposits are insured up to $250,000 per account holder through the FDIC.

deposits are insured as per regulatory rules in the respective jurisdictions.

As of December 31, 2023 and 2022, we had total deposits of $129.1 billion and $110.2 billion, respectively, of which approximately $11.3 billion and $12.2 billion, respectively, were uninsured.

The following table presents the amount of uninsured time certificates of deposit issued by us in our U.S.

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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