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Item 9A. Controls and Procedures

2025-02-07 compared with 2024-02-09 · 66 added, 86 removed, 407 unchanged (27% of the section changed)

6 unchanged sentences

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.

On December 3, 2024 , Anna Marrs , our Group President, Global Merchant and Network Services , entered into a Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K under the Exchange Act), which is scheduled to expire no later than September 30, 2025 .

Up to 21,955 shares may be sold on the open market in accordance with the terms of Ms.

Marrs’s trading arrangement.

No non-Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K under the Exchange Act) were adopted by any of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2024, and no Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements were terminated by any such director or officer during such period.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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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.

We expect to file with the SEC in March 2025 (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 April 29, 2025, which involves the election of directors.

The following information to be included in such proxy statement is incorporated herein by reference

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• 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 “Corporate Governance at American Express — Our Director Nominees”

• 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;

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

Compensation and Benefits;

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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.

A complete copy of our Corporate Governance Principles, Certification of Incorporation, By-Laws, 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 under “Governance and Corporate Responsibility” on our Investor Relations website at https://ir.americanexpress.com.

We 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 at the bottom of the Company’s homepage www.americanexpress.com.

(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.

We have adopted an insider trading policy governing the purchase, sale and/or other transactions in securities by employees, directors of the Company and AENB and other individuals working on behalf of us (including contractors, consultants and professionals retained by us) that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us.

It is our policy to comply with all federal, state and foreign securities laws and other applicable law (including by obtaining appropriate corporate approvals) when engaging in transactions in our securities.

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.

The information set forth under the heading “Audit Committee Matters — PricewaterhouseCoopers LLP Fees and Services,” which will appear in our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held April 29, 2025, is incorporated herein by reference.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

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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.

3.2 Company’s By-Laws, as amended through September 25 , 202 4 (incorporated by reference to Exhibit 3 .1 of the Company’s Current Report on Form 8-K (Commission File No.

1-7657), dated September 25, 2024 (filed September 27, 2024 )).

Senior Indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4(k) of the Company’s Registration Statement under the Securities Act of 1933 on Form S - 3 (File No.

333-162791), filed on October 30, 2009).

First Supplemental Indenture dated as of February 12, 2021 to the Senior Indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4(b) of the Company’s Registration Statement under the Securities Act of 1933 on Form S-3 (File No.

333-253057), filed on February 12, 2021).

Second Supplemental Indenture dated as of May 1, 2023 to the Senior Indenture dated as of August 1, 2007, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4 of the Company’s Current Report on Form 8-K (Commission File No.

1-7657), dated May 1, 2023 (filed May 1, 2023)).

Certain 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.

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

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).

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

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).

Description of Compensation Payable to Non-Management Directors, effective January 1, 2025.

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 6 , 202 4 (filed May 8 , 202 4 )).

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 nonqualified stock option award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (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, 2023).

Form of restricted stock unit/restricted stock award agreement for executive officers under the American Express Company 2016 Incentive Compensation Plan (incorporated by reference to Exhibit 10.

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

1-7657) for the year ended December 31, 2023).

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.

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

Form of Time Sharing Agreement.(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, 2024).

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)).

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).

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).

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).

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).

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).

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).

American Express Company Insider Trading Policy .

* 21 Subsidiaries of the Company.

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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.

American Express Company Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 of the Company’s Annual Report on Form 10-K (Commission File No.

1-7657) for the year ended December 31, 2023).

* 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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/s/ STEPHEN J.

SQUERI /s/ THEODORE J.

Chairman, Chief Executive Officer and Director Theodore J.

SQUERI /s/ DEBORAH P.

Chairman, Chief Executive Officer and Director Deborah P.

/s/ CHRISTOPHE Y.

/s/ DEBORAH P.

Christophe Y.

Chief Financial Officer

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

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

PHILLIPS, JR.

Jessica Lieberman Quinn

Executive Vice President and Corporate Controller

(Principal Accounting Officer) Karen L.

(Principal Accounting Officer) Charles E.

Phillips, Jr.

/s/ THOMAS J.

BALTIMORE, JR.

/s/ CHARLES E.

PHILLIPS, JR.

Baltimore, Jr.

Phillips, Jr.

/s/ PETER CHERNIN

/s/ DANIEL L.

Peter Chernin

/s/ WALTER J.

/s/ RALPH DE LA VEGA

/s/ CHRISTOPHER D.

Ralph de la Vega

/s/ THEODORE J.

LEONSIS /s/ CHRISTOPHER D.

Christopher D.

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Interest-earning assets

Interest-bearing deposits in other banks

Interest-bearing deposits in banks and other (b)

$ 43,425 $ 2,439 5.6 % $ 34,467 $ 1,895 5.5 % $ 22,164 $ 466 2.1 %

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71 3 4.2 110 5 4.5 93 2 2.2

Card Member and other loans

Card Member and Other loans, including Card Member loans HFS (c)

121,701 18,793 15.4 105,819 15,656 14.8 86,810 10,525 12.1

17,224 2,302 13.4 15,258 2,041 13.4 12,642 1,442 11.4

Taxable investment securities (b)

Taxable investment securities (d)

790 26 3.2 2,893 75 2.5 3,196 67 2.1

809 49 6.1 726 43 5.9 648 23 3.5

Non-taxable investment securities (b)

Non-taxable investment securities (d)

22 1 5.8 22 1 5.6 29 2 9.8

Other assets (c)

Primarily U.S.

Total interest-earning assets (d)

Total interest-earning assets (e)

$ 186,461 $ 23,795 12.8 % $ 161,933 $ 19,983 12.3 % $ 128,548 $ 12,658 9.8 %

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$ 20,202 $ 2,517 $ 18,443 $ 2,338 $ 15,769 $ 1,591

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.

(b) Interest income primarily reflects interest on deposits from banks and dividends on investments in Federal Reserve stock.

(d) 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 2024, 2023 and 2022.

(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).

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

Years Ended December 31,

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Customer deposits

Savings and transaction accounts

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

Savings accounts $ 101,705 $ 4,210 4.1 % $ 84,913 $ 3,320 3.9 % $ 70,990 $ 961 1.4 %

Checking accounts 1,677 29 1.7 1,189 37 3.1 468 6 1.3

Certificates of deposit

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Interest-earning assets

Interest-bearing deposits in other banks

Interest-bearing deposits in banks and other

$ 493 $ 51 $ 544 $ 259 $ 1,170 $ 1,429

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2 (1) 1 (4) 15 11

Card Member and Other loans

(2) — (2) — 3 3

Card Member and Other loans, including Card Member loans HFS

2,350 787 3,137 2,305 2,826 5,131

263 (2) 261 298 301 599

Taxable investment securities

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— — — — (1) (1)

Primarily U.S.

(1) 3 2 (2) 2 —

Change in interest income $ 3,029 $ 783 $ 3,812 $ 2,847 $ 4,478 $ 7,325

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Customer deposits

Savings and transaction accounts

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

Savings accounts $ 657 $ 233 $ 890 $ 188 $ 2,171 $ 2,359

Checking accounts 15 (23) (8) 9 22 31

Certificates of deposit

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(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, 2023:

Weighted average yields and contractual maturities for AFS debt securities with stated maturities

The following table presents weighted average yields by contractual maturities for AFS debt securities with stated maturities as of December 31, 2024:

Weighted average yield (a)

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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.

The information is presented excluding amounts associated with Card Member loans HFS as of December 31, 2024.

December 31, (Millions)

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The following table summarizes the ratio of all loans and Card Member receivables categories.

The information is presented excluding amounts associated with Card Member loans HFS effective December 1, 2024.

Years Ended December 31,

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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.

The following table shows the reserve for credit losses allocated to Card Member loans (excluding Card Member loans HFS as of December 31, 2024), Card Member receivables and Other loans.

December 31, 2024

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Uninsured Customer Deposits

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

deposits are insured up to $250,000 per depositor, per ownership category through the FDIC.

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

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bank subsidiary, AENB.

These funds are currently insured up to $250,000 per account holder through the FDIC.

These funds are currently insured up to $250,000 per depositor, per ownership category through the FDIC.

(b) Includes time deposits in certain of our Non-U.S.

1 unchanged sentence

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