Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
“Management’s Report on Internal Control over Financial Reporting,” which sets forth management’s evaluation of internal control over financial reporting, and the “Report of Independent Registered Public Accounting Firm” on the effectiveness of our internal control over financial reporting as of December 31, 2023 are set forth in “Financial Statements and Supplementary Data.”
ITEM 9B. OTHER INFORMATION
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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEMS 10, 11, 12 and 13. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We expect to file with the SEC in March 2024 (and, in any event, not later than 120 days after the close of our last fiscal year), a definitive proxy statement, pursuant to SEC Regulation 14A in connection with our Annual Meeting of Shareholders to be held May 6, 2024, which involves the election of directors. The following information to be included in such proxy statement is incorporated herein by reference:
• Information included under the caption “Corporate Governance at American Express — Our Corporate Governance Framework — Our Board’s Independence”
• Information included under the caption “Corporate Governance at American Express — Our Board Committees — Board Committee Responsibilities”
• Information included under the caption “Corporate Governance at American Express — Our Corporate Governance Framework — Director Attendance”
• Information included under the caption “Corporate Governance at American Express — Compensation of Directors”
• Information included under the caption “Stock Ownership Information”
• 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” (other than information included under the subcaption “Pay versus Performance”)
• Information under the caption “Corporate Governance at American Express — Certain Relationships and Transactions”
• 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; Compensation and Benefits; Nominating, Governance and Public Responsibility; and Risk), our Code of Conduct (which constitutes our code of ethics) and the Code of Business Conduct for the Members of the Board of Directors, provide the framework for our governance. A complete copy of our Corporate Governance Principles, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all our other colleagues) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking on the “Corporate Governance” link found on our Investor Relations website at http://ir.americanexpress.com. We also intend to disclose any amendments to our Code of Conduct, or waivers of our Code of Conduct on behalf of our Chief Executive Officer, Chief Financial Officer or Controller, on our website. You may also access our Investor Relations website through our main website at www.americanexpress.com by clicking on the “Investor Relations” link, which is located at the bottom of the Company’s homepage. (Information from such sites is not incorporated by reference into this report.) You may also obtain free copies of these materials by writing to our Corporate Secretary at our headquarters.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the heading “Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP Fees and Services,” which will appear in our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held May 6, 2024, is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)
1. Financial Statements :
See the “Index to Consolidated Financial Statements” under “Financial Statements and Supplementary Data.”
2. Financial Statement Schedules :
All schedules are omitted since the required information is either not applicable, not deemed material, or shown in the Consolidated Financial Statements.
3. Exhibits :
The following exhibits are filed as part of this report. The exhibit numbers preceded by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference. Exhibits numbered 10.1 through 10.27 are management contracts or compensatory plans or arrangements.
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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).
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. The Company hereby agrees to furnish copies of these instruments to the SEC upon request.
4.2 Description of American Express Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to Exhibit 4.2 of the Company ’ s Annual Report on Form 10-K (Commission File No. 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 (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. 1-7657), dated November 20, 2006 (filed November 22, 2006)).
10.3 Description of amendments to 1994–2006 Pay-for-Performance Deferral Programs (incorporated by reference to Exhibit 10.13 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2006).
10.4 American Express Company 2006 Pay-for-Performance Deferral Program Guide (incorporated by reference to Exhibit 10.1 of the Company ’ s Current Report on Form 8-K (Commission File No. 1-7657), dated November 21, 2005 (filed November 23, 2005)).
10.5 American Express Company 2005 Pay-for-Performance Deferral Program Guide (incorporated by reference to Exhibit 10.10 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2004).
10.6 Description of American Express Company Pay-for-Performance Deferral Program (incorporated by reference to Exhibit 10.2 of the Company ’ s Current Report on Form 8-K (Commission File No. 1-7657), dated November 22, 2004 (filed January 28, 2005)).
10.7 Amendment to the Pre-2008 Nonqualified Deferred Compensation Plans of American Express Company (incorporated by reference to Exhibit 10.19 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2008).
10.8
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. 1-7657) for the fiscal year ended December 31, 1991).
10.9
Amendment to American Express Company Key Executive Life Insurance Plan (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 September 30, 1994).
10.10
Amendment to American Express Company Key Executive Life Insurance Plan, effective as of January 22, 2007 (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, 2006).
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10.11
Amendment to American Express Company Key Executive Life Insurance Plan, effective as of January 1, 2011 (incorporated by reference to Exhibit 10.24 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2010).
10.12
American Express Key Employee Charitable Award Program for Education (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1990).
10.13
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. 1-7657) for the year ended December 31, 1988).
10.14
Amendment to American Express Company Salary/Bonus Deferral Plan (incorporated by reference to Exhibit 10.4 of the Company ’ s Quarterly Report on Form 10-Q (Commission File No. 1-7657) for the quarter ended September 30, 1994).
10.15
American Express Senior Executive Severance Plan, as amended and restated effective May 1, 2018 (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 June 30, 2018).
10.16
Amendments of (i) the American Express Salary/Bonus Deferral Plan and (ii) the American Express Key Executive Life Insurance Plan (incorporated by reference to Exhibit 10.37 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1997).
10.17
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).
10.18
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).
10.19
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).
10.20
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. 1-7657), dated April 23, 2007 (filed April 27, 2007)).
10.21
American Express Company 2007 Incentive Compensation Plan Master Agreement (as amended and restated effective January 23, 2012) (incorporated by reference to Exhibit 10.1 of the Company ’ s Current Report on Form 8-K (Commission File No. 1-7657), dated January 23, 2012 (filed January 27, 2012)).
10.22
Form of nonqualified stock option award agreement for executive officers under the American Express Company 2007 Incentive Compensation Plan (for awards made after January 26, 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, 2015).
10.23
American Express Company 2016 Incentive Compensation Plan (as amended and restated effective May 5, 2020) (incorporated by reference to Exhibit 10.1 of the Company ’ s Current Report on Form 8-K (Commission File No. 1-7657), dated May 5, 2020 (filed May 7, 2020)).
*
10.24
Form of nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan .
*
10.25
Form of restricted stock unit/restricted stock award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan .
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10.26
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).
10.27
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. 1-7657) for the year ended December 31, 2019).
10.28
Restated Letter Agreement, dated May 6, 2019, between American Express Company and Berkshire Hathaway Inc., on behalf of itself and its subsidiaries (incorporated by reference to Exhibit 10.1 of the Company ’ s Current Report on Form 8-K (Commission File No. 1-7657), dated May 6, 2019 (filed May 6, 2019)).
10.29
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 10.48 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2017).
10.30
Amendment No. 1, dated March 29, 2019, 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 (Commission File No. 1-7657) for the quarter ended March 31, 2019).
10.31
Amendment No. 2, dated July 26, 2019, 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 (Commission File No. 1-7657) for the quarter ended September 30, 2019).
10.32
Amendment No. 3, dated December 15, 2020, 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 10.46 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2020).
10.33
Amendment No. 4, dated December 28, 2021, 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 10.46 of the Company ’ s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2021).
10.34
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 (Commission File No. 1-7657) for the quarter ended September 30, 2022).
* 21 Subsidiaries of the Company.
* 23 Consent of PricewaterhouseCoopers LLP.
* 31.1 Certification of Stephen J. Squeri, Chief Executive 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. Squeri, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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* 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.
*
97
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
* 101.SCH XBRL Taxonomy Extension Schema Document
* 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
* 101.LAB XBRL Taxonomy Extension Label Linkbase Document
* 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
* 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS COMPANY
/s/ CHRISTOPHE Y. LE CAILLEC
Christophe Y. Le Caillec
Chief Financial Officer
February 9, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.
/s/ STEPHEN J. SQUERI /s/ THEODORE J. LEONSIS
Stephen J. Squeri
Chairman, Chief Executive Officer and Director Theodore J. Leonsis
Director
/s/ CHRISTOPHE Y. LE CAILLEC
/s/ DEBORAH P. MAJORAS
Christophe Y. Le Caillec
Chief Financial Officer
Deborah P. Majoras
Director
/s/ JESSICA LIEBERMAN QUINN /s/ KAREN L. PARKHILL
Jessica Lieberman Quinn
Executive Vice President and Corporate Controller
(Principal Accounting Officer) Karen L. Parkhill
Director
/s/ THOMAS J. BALTIMORE, JR.
/s/ CHARLES E. PHILLIPS, JR.
Thomas J. Baltimore, Jr.
Director
Charles E. Phillips, Jr.
Director
/s/ JOHN J. BRENNAN
/s/ LYNN A. PIKE
John J. Brennan
Director
Lynn A. Pike
Director
/s/ PETER CHERNIN
/s/ DANIEL L. VASELLA
Peter Chernin
Director
Daniel L. Vasella
Director
/s/ WALTER J. CLAYTON III
/s/ LISA W. WARDELL
Walter J. Clayton III
Director
Lisa W. Wardell
Director
/s/ RALPH DE LA VEGA
/s/ CHRISTOPHER D. YOUNG
Ralph de la Vega
Director
Christopher D. Young
Director
February 9, 2024
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Appendix
STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES
The accompanying supplemental information should be read in conjunction with the “MD&A,” “Consolidated Financial Statements” and notes thereto.
Distribution of Assets, Liabilities, and Shareholders’ Equity; Interest Rates and Interest Differential
The following tables provide a summary of our consolidated average balances including major categories of interest-earning assets and interest-bearing liabilities along with an analysis of net interest earnings. Consolidated average balances, interest, and average yields are segregated between U.S. and non-U.S. offices. 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.
2023
2022
2021
Years Ended December 31,
(Millions, except percentages)
Average
Balance (a)
Interest
Income Average
Yield Average
Balance (a)
Interest
Income Average
Yield Average
Balance (a)
Interest
Income Average
Yield
Interest-earning assets
Interest-bearing deposits in other banks
U.S. $ 34,327 $ 1,890 5.5 % $ 22,022 $ 462 2.1 % $ 25,583 $ 34 0.1 %
Non-U.S. 2,173 228 10.5 2,005 95 4.7 2,291 54 2.4
Federal funds sold and securities purchased under agreements to resell
Non-U.S. 176 20 11.4 381 29 7.6 196 10 5.1
Short-term investment securities
U.S. 289 18 6.2 580 7 1.2 360 — —
Non-U.S. 110 5 4.5 93 2 2.2 106 — —
Card Member and other loans
U.S. 105,819 15,656 14.8 86,810 10,525 12.1 68,777 7,734 11.2
Non-U.S. 15,258 2,041 13.4 12,642 1,442 11.4 9,740 1,116 11.5
Taxable investment securities (b)
U.S. 2,893 75 2.5 3,196 67 2.1 13,765 62 0.5
Non-U.S. 726 43 5.9 648 23 3.5 634 16 2.5
Non-taxable investment securities (b)
U.S. 22 1 5.6 29 2 9.8 87 3 4.7
Other assets (c)
Primarily U.S. 8 6 n.m. 10 4 n.m. 16 4 n.m.
Total interest-earning assets (d)
$ 161,801 $ 19,983 12.3 % $ 128,416 $ 12,658 9.9 % $ 121,555 $ 9,033 7.4 %
U.S. $ 143,358 $ 17,646 $ 112,647 $ 11,067 $ 108,588 $ 7,837
Non-U.S. $ 18,443 $ 2,337 $ 15,769 $ 1,591 $ 12,967 $ 1,196
n.m. Denotes rates determined to not be meaningful.
(a) Averages based on month-end balances.
(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.
(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).
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Table of Contents
Years Ended December 31,
(Millions, except percentages)
2023
Average Balance (a)
2022
Average Balance (a)
2021
Average Balance (a)
Non-interest-earning assets
Cash and due from banks
U.S. $ 3,281 $ 2,794 $ 2,729
Non-U.S. 785 742 868
Card Member receivables, net
U.S. 34,269 34,527 30,039
Non-U.S. 23,182 19,973 16,632
Reserves for credit losses on Card Member and other loans
U.S. (3,978) (2,972) (3,964)
Non-U.S. (409) (272) (369)
Other assets (b)
U.S. 17,546 16,621 16,589
Non-U.S. 5,940 5,650 5,514
Total non-interest-earning assets 80,616 77,063 68,038
U.S. 51,118 50,970 45,393
Non-U.S. 29,498 26,093 22,645
Total assets 242,417 205,479 189,593
U.S. 194,476 163,617 153,981
Non-U.S. $ 47,941 $ 41,862 $ 35,612
Percentage of total average assets attributable to non-U.S. activities 19.8 % 20.4 % 18.8 %
(a) Averages based on month-end balances.
(b) Includes premises and equipment, net of accumulated depreciation and amortization.
A-2
Table of Contents
2023
2022
2021
Years Ended December 31,
(Millions, except percentages) Average
Balance (a)
Interest
Expense Average
Rate Average
Balance (a)
Interest
Expense Average
Rate Average
Balance (a)
Interest
Expense Average
Rate
Interest-bearing liabilities
Customer deposits
U.S.
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
Non-U.S.
Certificates of deposit and other deposits
15 7 46.7 17 5 29.4 19 3 15.8
Short-term borrowings
U.S. 41 — — 8 — — 3 — —
Non-U.S. 1,489 29 1.9 1,894 19 1.0 1,983 12 0.6
Long-term debt and other (b)
U.S. 44,283 1,929 4.4 39,322 1,197 3.0 38,157 808 2.1
Non-U.S. 244 26 10.7 273 20 7.3 326 5 1.5
Total interest-bearing liabilities $ 166,202 $ 6,849 4.1 % $ 137,368 $ 2,763 2.0 % $ 125,356 $ 1,283 1.0 %
U.S. $ 164,454 $ 6,787 $ 135,184 $ 2,719 $ 123,028 $ 1,263
Non-U.S. $ 1,748 $ 62 $ 2,184 $ 44 $ 2,328 $ 20
Non-interest-bearing liabilities
Accounts payable
U.S. $ 5,609 $ 4,982 $ 4,289
Non-U.S. 6,806 5,796 5,107
Customer deposits (c)
U.S. 524 534 494
Non-U.S. 444 474 569
Other liabilities
U.S. 27,345 25,080 22,925
Non-U.S. 8,607 7,865 6,943
Total non-interest-bearing liabilities 49,335 44,731 40,327
U.S. 33,478 30,596 27,708
Non-U.S. 15,857 14,135 12,619
Total liabilities 215,537 182,099 165,683
U.S. 197,932 165,780 150,736
Non-U.S. 17,605 16,319 14,947
Total shareholders’ equity
26,880 23,380 23,910
Total liabilities and shareholders’ equity
$ 242,417 $ 205,479 $ 189,593
Percentage of total average liabilities attributable to non-U.S. activities
8.2 % 9.0 % 9.0 %
Interest rate spread 8.2 % 7.9 % 6.4 %
Net interest income and net average yield on interest-earning assets (d)`
$ 13,134 8.1 % $ 9,895 7.7 % $ 7,750 6.4 %
(a) Averages based on month-end balances.
(b) Interest expense primarily reflects interest on long-term financing and interest incurred on derivative instruments in qualifying hedging relationships on the hedged debt instruments.
(c) U.S. non-interest-bearing Customer deposits include average Card Member credit balances of $474 million, $502 million and $470 million for 2023, 2022 and 2021, respectively. Non-U.S. non-interest-bearing Customer deposits include average Card Member credit balances of $441 million, $471 million and $568 million for 2023, 2022 and 2021, respectively.
(d) Net average yield on interest-earning assets is defined as net interest income divided by average total interest-earning assets as adjusted for the items mentioned in footnote (c) from the table on A-1.
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Table of Contents
Changes in Net Interest Income − Volume and Rate Analysis (a)
The following table presents the amount of changes in interest income and interest expense due to changes in both average volume and average rate. Major categories of interest-earning assets and interest-bearing liabilities have been segregated between U.S. and non-U.S. offices. 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.
2023 Versus 2022
2022 Versus 2021
Increase (Decrease)
due to change in: Increase (Decrease)
due to change in:
Years Ended December 31, (Millions)
Average
Volume (b)
Average
Rate (c)
Net Change Average
Volume (b)
Average
Rate (c)
Net Change
Interest-earning assets
Interest-bearing deposits in other banks
U.S. $ 258 $ 1,170 $ 1,428 $ (5) $ 433 $ 428
Non-U.S. 8 125 133 (7) 48 41
Federal funds sold and securities purchased under agreements to resell
Non-U.S. (16) 7 (9) 9 10 19
Short-term investment securities
U.S. (4) 15 11 — 7 7
Non-U.S. — 3 3 — 2 2
Card Member and Other loans
U.S. 2,305 2,826 5,131 2,028 763 2,791
Non-U.S. 298 301 599 333 (7) 326
Taxable investment securities
U.S. (6) 14 8 (47) 52 5
Non-U.S. 3 17 20 — 7 7
Non-taxable investment securities
U.S. — (1) (1) (2) 1 (1)
Other assets
Primarily U.S. (1) 3 2 (2) 2 —
Change in interest income $ 2,845 $ 4,480 $ 7,325 $ 2,307 $ 1,318 $ 3,625
Interest-bearing liabilities
Customer deposits
U.S.
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
Non-U.S.
Certificates of deposit & Other deposits
(1) 3 2 — 2 2
Short-term borrowings
U.S. — — — — — —
Non-U.S. (4) 14 10 (1) 8 7
Long-term debt and other
U.S. 151 581 732 25 364 389
Non-U.S. (2) 8 6 (1) 16 15
Change in interest expense 599 3,487 4,086 127 1,353 1,480
Change in net interest income $ 2,246 $ 993 $ 3,239 $ 2,180 $ (35) $ 2,145
(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.
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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, 2023:
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 — % 5.44 % 5.78 % 2.38 % 3.55 %
U.S. Government agency obligations — — — 3.04 3.04
U.S. Government treasury obligations 3.34 3.28 4.62 — 3.33
Mortgage-backed securities
— — — 4.16 4.16
Foreign government bonds and obligations 6.45 4.48 — — 6.45
Other — % 2.75 % 2.75 % — % 2.75 %
(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 .
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Maturities and Sensitivities to Changes in Interest Rates
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)
2023
Within
1 year (a)
1-5
years (b) (c)
5-15
years (c)
After
15 years (c)
Total
Loans
Consumer $ 97,382 $ 729 $ — $ — $ 98,111
Small Business 27,619 214 — — 27,833
Corporate 51 — — — 51
Other 1,616 5,344 101 25 7,086
Total loans $ 126,668 $ 6,287 $ 101 $ 25 $ 133,081
Loans due after one year at fixed interest rates
Consumer $ 729 $ — $ — $ 729
Small Business 214 — — 214
Other 5,323 5 25 5,353
Loans due after one year at variable interest rates
Other 21 96 — 117
Total loans $ 6,287 $ 101 $ 25 $ 6,413
Card Member receivables
Consumer $ 25,419 $ 159 $ — $ — $ 25,578
Small Business 19,013 273 — — 19,286
Corporate 15,547 — — — 15,547
Total Card Member receivables $ 59,979 $ 432 $ — $ — $ 60,411
(a) Card Member loans have no stated maturity and are therefore included in the due within one year category. However, many of our Card Members will revolve their balances, which may extend their repayment period beyond one year for balances outstanding as of December 31, 2023. 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 modification programs offered to Card Members experiencing financial difficulties wherein a long-term concession (more than 12 months) has been granted to the borrower.
(c) Other loans due after one year represents installment loans.
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Credit Quality Indicators for Loans and Card Member Receivables
The following table summarizes the ratio of all loans and Card Member receivables categories.
Years Ended December 31,
(Millions, except percentages and where indicated)
2023
2022
Card Member loans
Consumer
Net write-offs — principal less recoveries $ 1,612 $ 692
Net write-offs — interest and fees less recoveries $ 376 $ 203
Average consumer loans (billions) (a)
$ 89.1 $ 74.8
Principal only net write-offs / average consumer loans outstanding (b)
1.8 % 0.9 %
Principal, interest and fees net write-offs / average consumer loans outstanding (b)
2.2 % 1.2 %
Small Business
Net write-offs — principal less recoveries $ 431 $ 145
Net write-offs — interest and fees less recoveries $ 67 $ 26
Average small business loans (billions) (a)
$ 25.6 $ 20.5
Principal only net write-offs / average small business loans outstanding (b)
1.7 % 0.7 %
Principal, interest and fees net write-offs / average small business loans outstanding (b)
1.9 % 0.8 %
Other loans
Net write-offs $ 107 $ 22
Average Other loans (billions) (a)
$ 6.3 $ 4.1
Net write-offs/average other loans outstanding (b)
1.7 % 0.5 %
Card Member receivables
Consumer
Net write-offs — principal less recoveries $ 350 $ 177
Net write-offs — fees less recoveries $ 24 $ 15
Average consumer receivables (billions) (a)
$ 22.7 $ 21.3
Principal only net write-offs / average consumer receivables outstanding (b)
1.5 % 0.8 %
Principal and fees net write-offs / average consumer receivables outstanding (b)
1.6 % 0.9 %
Small Business
Net write-offs — principal less recoveries $ 428 $ 198
Net write-offs — fees less recoveries
$ 35 $ 17
Average small business receivables (billions) (a)
$ 19.4 $ 18.6
Principal only net write-offs / average small business receivables outstanding (b)
2.2 % 1.1 %
Principal and fees net write-offs / average small business receivables outstanding (b)
2.4 % 1.2 %
Corporate
Net write-offs — principal and fees less recoveries $ 100 $ 55
Average corporate receivables (billions) (a)
$ 15.6 $ 14.7
Principal and fees net write-offs / average corporate receivables outstanding (b)
0.6 % 0.4 %
Reserve for credit losses $ 5,418 $ 4,035
Non-accrual loans (c)
$ 446 $ 191
Reserve for credit losses as a percentage of total loans and Card Member receivables (d)
2.8 % 2.4 %
Non-accrual loans as a percentage of total loans (d)
0.3 % 0.2 %
Reserve for credit losses as a percentage of non-accrual loans (e)
1175.8 % 1994.3 %
(a) Averages are based on month-end balances for the periods presented.
(b) The net write-off rate presented is on a worldwide basis and is based on principal losses only (i.e., excluding interest and/or fees) to be consistent with industry convention. 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 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.
(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.
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Allocation of Reserve for Credit Losses
The following table shows the reserve for credit losses allocated to Card Member loans, Card Member receivables and Other loans.
December 31, 2023
2022
(Millions, except percentages)
Reserve for credit losses at end of year applicable to
Amount Percentage (a)
Amount Percentage (a)
Card Member loans $ 5,118 95 % $ 3,747 93 %
Card Member receivables 174 3 229 6
Other loans 126 2 59 1
Total Reserve for credit losses $ 5,418 100 % $ 4,035 100 %
(a) Percentage of reserve for credit losses on Card Member loans, Card Member receivables and Other loans to the total reserve.
Uninsured Customer Deposits
Our U.S. deposits are insured up to $250,000 per account holder through the FDIC. Our non-U.S. 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. and non-U.S. offices, further segregated by time remaining until maturity. For any account holder with aggregate deposits in excess of insured limits, the uninsured deposits are calculated proportionately as a percentage of total deposits for each category of deposits held as of the reporting date.
By remaining maturity as of December 31, 2023
(Millions) 3 months
or less Over 3 months
but within 6 months Over 6 months
but within 12 months Over
12 months Total
U.S. (a)
$ 158 $ 139 $ 318 $ 133 $ 748
Non U.S. (b)
$ — $ 1 $ 4 $ — $ 5
(a) We offer deposits within our U.S. bank subsidiary, AENB. These funds are currently insured up to $250,000 per account holder through the FDIC.
(b) Includes time deposits in certain of our Non-U.S. offices that exceed the insurance limit as defined by the regulatory rules in individual markets.
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