American Express (AXP) 10-K risk factor changes: FY2023 vs FY2022

This section highlights certain risks that could affect us and our businesses, broadly categorized [removed: as “Strategic, Business] [added: in accordance with the risk types identified in our Enterprise Risk Management (ERM) Framework: “Strategic & Business, Reputational] and [removed: Competitive] [added: Country] Risks,” [removed: “Legal, Regulatory] [added: “Operational] and [removed: Compliance] [added: Compliance/Legal] Risks” and [removed: “Credit, Liquidity] [added: “Market, Funding & Liquidity, Credit] and [removed: Market] [added: Model] Risks.” You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K, including [removed: the] [added: in] “Risk Management” [removed: section] under “MD&A,” which describes our approach to identifying, monitoring and managing the risks we assume in conducting our businesses and provides certain quantitative and qualitative disclosures about market risks.

[removed: Strategic, Business] [added: Strategic & Business, Reputational] and [removed: Competitive] [added: Country] Risks

Slow economic growth, economic contraction or shifts in broader consumer and business trends significantly impact customer behaviors, including spending on our cards, the ability and willingness of Card Members to borrow and pay amounts owed to [removed: us,] [added: us] and demand for fee-based products and services.

Factors such as consumer spending and confidence, household income and housing prices, unemployment rates, business investment and inventory levels, bankruptcies, geopolitical [removed: instability (including the ongoing military conflict in Ukraine),] [added: instability,] public policy decisions, government spending, international trade relationships, interest rates, taxes, inflation and deflation (including the effects of related governmental responses), energy costs, availability of capital and credit and the [removed: continuing] [added: lingering] impacts of the COVID-19 pandemic all affect the economic environment and, ultimately, our profitability.

[removed: Sustained] [added: Additionally, sustained] periods of high inflation may, among other things, increase certain of our expenses and erode consumer purchasing power, confidence and spending.

Travel and entertainment (T&E) expenditures, which comprised approximately [removed: 25] [added: 28] percent of our worldwide billed business during [removed: 2022,] [added: 2023,] for example, are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns.

Likewise, spending by small business and corporate clients, which comprised approximately [removed: 45] [added: 43] percent of our worldwide billed business during [removed: 2022,] [added: 2023,] depends in part on the economic environment and a favorable climate for continued business investment and new business formation.

Geopolitical conditions, terrorist attacks, [added: military conflicts,] natural disasters, severe weather, widespread health emergencies or pandemics, information or [removed: cyber security] [added: cybersecurity] incidents (including intrusion into or degradation or unavailability of systems or technology by cyberattacks), operational [removed: incidents,] [added: incidents] and other catastrophic events can have a material adverse effect on our business.

Political and social conditions, including actions [removed: aimed at] upending geopolitical [removed: stability,] [added: stability (such as from tensions involving China and the U.S.),] fiscal and monetary policies (including developments related to the U.S. federal debt [removed: ceiling),] [added: ceiling, budgetary issues and government shutdowns),] trade wars and tariffs, labor shortages, [removed: prolonged or recurring government shutdowns,] regional or domestic hostilities, economic sanctions and the prospect or occurrence of more widespread conflicts could also negatively affect our business, operations and partners, consumer and business spending, including travel patterns and business investment, and demand for credit.

The COVID-19 pandemic [removed: had, and continues to have,] [added: had] widespread, rapidly evolving and unpredictable impacts on global society, economies, financial markets and consumer and business [removed: spending.][added: behaviors.]

The global macroeconomic outlook continues to remain uncertain due to a variety of factors, including the emergence of new variants, impacts to the labor market, supply chain disruptions and [removed: inflation, and the impacts of the pandemic may continue even as the pandemic subsides.][added: inflation.]

The extent to which our business and results of operations [removed: could] [added: may] continue to be adversely affected by [removed: the lingering impacts of the pandemic] [added: this macroeconomic uncertainty] will depend on numerous evolving factors and future developments, including the continued spread and severity of the virus and new variants; the [removed: imposition or concern relating to the possible imposition of further containment measures; the] availability, distribution, use and effectiveness of treatments and vaccines; the extent and duration of [removed: the effect] [added: lingering effects] on the economy, inflation, consumer confidence and consumer and business spending; [added: and] the impact on consumers and businesses as forbearance and government support programs [removed: end; the continued stress on businesses due to operational changes and staffing issues; and] [added: end, including] the [removed: extent] [added: end] of the [removed: continued resumption of normal operating conditions and customer behaviors.][added: moratorium on student loan repayments.]

[removed: Following the Russian invasion of Ukraine, we announced that we suspended all business operations in Russia and Belarus and this] conflict has led to economic uncertainty and market disruptions, including [removed: heightened energy prices, and] the imposition of financial and economic sanctions and export controls designed to constrain Russia.

The broader consequences of [removed: this conflict] [added: these conflicts] remain uncertain, but may include further sanctions, regional instability and geopolitical shifts, increased prevalence and sophistication of cyberattacks, potential retaliatory action [removed: by customers or the Russian government] against companies such as us, heightened regulatory scrutiny related to sanctions compliance, increased inflation, further increases or fluctuations in commodity and energy prices, decreases in global travel, further disruptions to the global supply chain and [removed: the availability of certain natural resources and] other adverse effects on macroeconomic conditions.

Card Members in California, [added: Florida,] New York, [removed: Florida,] Texas, Georgia and New Jersey account for a significant portion of U.S. consumer and small business billed business and Card Member loans, and our results of operations could be impacted by events or conditions that disproportionately or specifically affect one or more of those states.

The competitive value of our closed-loop data and demand for our products and services may also be diminished as traditional and non-traditional competitors use other, new data sources and technologies to derive similar insights and by certain regulations, such as open banking [removed: initiatives,] [added: initiatives that are increasingly being promoted by governments and regulators,] which may result in disintermediating existing financial services providers, steering customers away from our products and services or decreasing our attractiveness to partners.

For example, we [removed: have partnered] [added: work] with [added: partners such as] Delta, Marriott, Hilton and British [removed: Airways, as well as many others globally,] [added: Airways] to offer cobranded cards for consumers and small businesses, and [removed: through our Membership Rewards program we have partnered] with [removed: businesses] [added: partners] in many industries, including [removed: Delta and others in the airline industry,] [added: Delta,] to offer benefits [added: and rewards] to Card [removed: Member participants.][added: Members.]

All of our cobrand portfolios in the aggregate accounted for approximately [removed: 18] [added: 21] percent of our worldwide network volumes for the year ended December 31, [removed: 2022.][added: 2023.]

Card Member loans related to our cobrand portfolios accounted for approximately 36 percent of our worldwide Card Member loans as of December 31, [removed: 2022.][added: 2023.]

In addition, some of our cobrand arrangements provide that, upon expiration or termination, the cobrand partner may purchase or designate a third party to purchase the loans generated with respect to [removed: its program,] [added: such cobranded card portfolio,] which could result in the loss of the card accounts and a significant decline in our Card Member loans outstanding.

The loss of exclusivity arrangements with business partners, the loss of the partner relationship altogether (whether by non-renewal at the end of the contract period, such as the end of our relationship with Costco in the United States in 2016, or as the result of a merger, legal or regulatory action or [removed: otherwise, such as the withdrawal of American Airlines in 2014 from our Airport Club Access program for Centurion® and Platinum Card® Members)] [added: otherwise)] or the renegotiation of existing partnerships with terms that are significantly worse for us could have a material adverse impact on our business and results of operations.

See “*Our business is subject to [added: evolving and] comprehensive government regulation and supervision, which could materially adversely affect our results of operations and financial [removed: condition”*] [added: condition*” above] for information on the uncertainty regarding our cobrand and agent relationships in the EU.

We [added: also] face the risk that existing relationships will be renegotiated with less favorable terms for us or that we may be unable to renegotiate on terms that are acceptable to us.

In addition, we may be obligated to make or accelerate payments to certain business partners such as [added: cobrand partners upon the occurrence of certain triggering events such as a shortfall in certain performance and revenue levels.]

See Note 12 to [removed: our] [added: the] “Consolidated Financial Statements” for additional information on financial commitments related to agreements with certain cobrand partners.

Similarly, we are exposed to risk from bankruptcies, liquidations, insolvencies, financial distress, restructurings, consolidations, operational outages, [removed: cyber security] [added: cybersecurity] incidents and other similar events that may occur in any industry representing a significant portion of our network volumes, which could negatively impact particular card products and services (and volumes generally) and our financial condition and results of operations.

At December 31, [removed: 2022,] [added: 2023,] our best estimate of the maximum amount of billed business for purchases that had yet to be delivered by, or could be charged back to, merchants was [removed: $31.1] [added: $35.3] billion.

[removed: For additional information relating to] [added: These third parties may act in ways that could materially harm our business*” below and for] the general risks related to the airline industry, see “Risk [removed: Management—Institutional] [added: Management — Institutional] Credit [removed: Risk—Exposure] [added: Risk — Exposure] to the Airline and Travel Industry” under “MD&A.”

Our [removed: average] merchant discount [removed: rate has] [added: rates have] been impacted by regulatory changes affecting competitor pricing in certain international countries and may in the future be impacted by pricing regulation.

We have also experienced erosion of our [removed: average] merchant discount [removed: rate] [added: rates] as we increase merchant acceptance.

In addition, the regulatory environment and differentiated payment models and technologies from non-traditional players in the alternative payments space could pose challenges to our traditional payment model and adversely impact our [removed: average] merchant discount [removed: rate.][added: rates.]

If merchants are able to drive broad consumer adoption and usage, it could adversely impact our [removed: average] merchant discount [removed: rate] [added: rates] and network and loan volumes.

In certain countries, such as [removed: Australia] [added: Australia, Canada (other than in Quebec)] and certain Member States in the EU, and in certain states in the United States, merchants are [removed: expressly] permitted by law to surcharge certain card [removed: purchases and, as a result of a litigation settlement, surcharging of credit card purchases is permitted by merchants in certain jurisdictions in Canada.][added: purchases.]

We may not be successful in our efforts to promote card [removed: usage,] [added: usage or attract new Card Members,] including through marketing and promotion, merchant acceptance and Card Member rewards and services, or to effectively control the costs of such investments, both of which may materially impact our profitability.

Expanding our service offerings, adding customer acquisition channels and forming new partnerships or renewing current partnerships could have higher costs than our current arrangements, fail to resonate with customers, adversely impact our [removed: average] [added: merchant] discount [removed: rate] [added: rates] or dilute our brand.

In addition, many credit card issuers have instituted rewards and cobrand programs and [removed: may introduce programs] [added: other benefits] and services that are similar to [removed: or] [added: ours and may be] more [removed: attractive than ours.][added: attractive.]

[removed: Our] [added: An] inability to differentiate our products and services could materially adversely affect us.

Our ability to attract and retain consumer and small business Card Members and corporate clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, privacy and data protection, management, workplace culture, merchant acceptance, financial condition, response to political and social issues or catastrophic events [removed: (including our response to the COVID-19 pandemic] and [removed: natural disasters) and] other subjective qualities.

Negative perceptions or publicity regarding these matters — even if related to seemingly isolated incidents and whether or not factually correct—could erode trust and confidence and damage our reputation among existing and potential Card Members, corporate clients, merchants and partners, which could make it difficult for us to attract new customers and [added: maintain existing ones.]

[removed: Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including card practices, regulatory compliance, the use and protection of] customer information, conduct by our colleagues and policy engagement, including activities of the American Express Company Political Action Committee, and from actions taken by regulators or others in response thereto.

Several military conflicts are taking place across the world (such as the ongoing Russia-Ukraine and Israel-Hamas wars), which may adversely affect our business, and geopolitical tensions may result in additional conflicts or escalate existing conflicts.

Following the Russian invasion of Ukraine, we announced that we suspended business operations in Russia and Belarus and this

The conflict in Israel and surrounding areas has also created economic uncertainty and regional instability, including due to the risk of escalation into a wider regional conflict, and resulted in the imposition of sanctions targeting Hamas-affiliated individuals and entities.

Additionally, partners may make changes to the products and services they offer, which may lower the value of our products, such as the cobranded cards we issue to our customers.

experience, result in additional costs, litigation and regulatory action, and harm our business and reputation.

For additional information relating to operational risks of our business partners, see “*We rely on third-party providers for acquiring and servicing customers, technology, platforms and other services integral to the operations of our businesses.

Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including card practices, regulatory compliance, the use and protection of

These risks to our brand and reputation, as well as other risks described in this Risk Factors section, are heightened by the increasing sophistication and availability of artificial intelligence technology that can assist with the creation of deepfakes and increase the velocity of distribution of disinformation.

We may face increased scrutiny related to our ESG goals and initiatives, which could result in litigation and other adverse consequences.

Further, our ESG goals and the methodologies for reporting may change over time and we may be subject to new legal and regulatory requirements related to ESG matters.

The use of artificial intelligence and machine learning technologies, including generative artificial intelligence, has increased rapidly with increasing complexity and changes in the nature of the technology.

Our use of artificial intelligence and machine learning is subject to various risks including the use of personal information, flaws in our models or datasets that may result in biased or inaccurate results, ethical considerations regarding artificial intelligence, and our ability to safely deploy and implement governance and controls for artificial intelligence systems.

Additionally, laws and regulations related to automated decision making, artificial intelligence and machine learning are still evolving and there is uncertainty as to new laws and regulations that will be adopted and the application of existing laws and regulations, which may restrict or impose burdensome and costly requirements on our ability to use artificial intelligence and machine learning.

Additionally, from time to time we may decide to divest certain businesses or assets.

These divestitures may involve significant uncertainty and execution complexity, which may cause us not to achieve our strategic objectives, realize expected cost savings or obtain other benefits from the divestiture and may result in unexpected losses of colleagues or harm to our brand, customers or other partners.

Further, during the pendency of a divestiture, we may be subject to risks such as that the transaction may not close or the business to be divested may decline, and if a divestiture is not completed, we may not be able to find another acquiror on similar terms.

Cyber threat actors have increasingly demonstrated advanced capabilities, including the rapid integration of new technology such as advanced forms of artificial intelligence and quantum computing.

In response to recent bank failures and stress in the banking sector, legislators and regulators have increased their scrutiny of financial institutions and are proposing new measures and regulations, including those related to capital levels, liquidity standards, deposit concentrations and risk management practices, as well as increased deposit assessments.

As we continue to grow, we expect to become subject to heightened regulatory expectations and more stringent regulatory requirements, such as becoming a Category III or Category II firm for purposes of the U.S. federal bank regulatory agencies’ enhanced prudential standards, which may increase our compliance costs and adversely affect our business.

On August 29, 2023, the Dutch Trade and Industry Appeals Tribunal referred questions to the EU Court of Justice on the interpretation of the application of the interchange fee caps in connection with an administrative proceeding by the Netherlands Authority for Consumers and Markets regarding our cobrand relationship with KLM Royal Dutch Airlines.

Legislators and regulators have also increased their focus on limiting fees associated with card and banking products, such as the recent proposed rule by the CFPB related to credit card fees for late payments, which could negatively impact our fee revenue.

Legislators and regulators also continue to focus on consumer protection, including product design and pricing constructs, account management and security, credit bureau reporting, disclosure rules, marketing and debt collection practices.

Any new requirements or increased enforcement of existing requirements may result in increased scrutiny of our pricing, underwriting and account management practices, the imposition of fines and customer remediation, higher compliance costs, restrictions on our ability to issue cards, appropriately price for the value of our products or partner with other financial institutions and otherwise result in changes to our business practices, which could materially and adversely impact our revenue growth and profitability.

We are subject to significant supervision and regulation with respect to compliance with AML/CFT laws and sanctions regimes in numerous jurisdictions.

Many of these actions include claims for substantial compensatory or punitive damages and require us to incur significant costs for legal representation, arbitration fees or other legal or related services.

For example, as previously disclosed and described in more detail in Note 12 to the “Consolidated Financial Statements,” we are cooperating with governmental investigations related to certain of our historical sales practices and have already paid a civil money penalty pursuant to a settlement with the OCC with respect to its investigation.

Other investigations of our historical sales practices are ongoing.

Even if we were not required to change our merchant agreements,

Third parties may also act in other ways that are inconsistent with our interests or contrary to our strategic or technological initiatives, such as ceasing to provide data to us or using our data in a way that was not authorized or diminishes the value of the transaction data we receive through our integrated payments platform.

Additionally, third-party oversight and practices related to third parties such as outsourcing have become subject to heightened regulatory scrutiny both in the United States and internationally.

As such laws are interpreted and applied (in some cases, with significant differences or conflicting requirements across

Legislative action or inaction in the countries in which we have operations could increase our effective tax rate.

Several countries are beginning to implement these minimum tax guidelines, with effectiveness commencing in 2024, and if all OECD member countries were to implement these minimum tax guidelines in their current form, we expect that it would result in a significant increase to our effective tax rate.

Jurisdictions may also make changes related to the tax treatment of card transactions, such as imposing taxes on Card Member rewards, which could decrease the value we provide to customers and adversely impact our business.

Legislators and regulators have begun to mandate, or are considering mandating,

Increased credit risk, whether resulting from underestimating the credit losses inherent in our

For example, if the capital rule proposal by the U.S. federal bank regulatory agencies is adopted as proposed, it would result in significantly higher regulatory capital requirements for us, as discussed in “Supervision and Regulation — Capital and Liquidity Regulation” under “Business”.

The U.S. federal bank regulatory agencies have also issued a proposed rule that would require us and AENB to issue and/or maintain minimum amounts of eligible long-term debt with specific terms.

Additionally, changes in our regulatory tailoring category, such as becoming a Category III or Category II firm, would subject us to more stringent capital and liquidity requirements.

Such market conditions may also limit our ability to replace, in a timely manner,

Recently, levels of inflation have been significantly elevated.

cobrand partners upon the occurrence of certain triggering events such as a shortfall in certain performance and revenue levels.

See Note 12 to the “Consolidated Financial Statements” for additional information regarding this exposure.

maintain existing ones.

We publicly share certain information about our ESG initiatives.

We may face increased scrutiny related to these activities from governments, regulators, the media, investors, colleagues, customers and other stakeholders, including from parties that oppose ESG initiatives.

Responding to ESG considerations and the implementation of our ESG goals and initiatives involves risk and uncertainties, requires investments and depends in part on third-party performance or data that is outside of our control.

deployed, including the increasing use of personal mobile and computing devices and communications platforms that are outside of our network and control environments.

Third parties could also cease providing data to us or use our data in a way that was not authorized or diminishes the value of our closed loop.

Our use of artificial intelligence and machine learning is subject to risks related to flaws in our algorithms and datasets that may be insufficient or contain biased information.

During the second quarter of 2022, GBTG became a publicly traded company following the completion of a business combination between American Express Global Business Travel and Apollo Strategic Growth Capital.

brand, GBTG's support of our partnerships, GBTG negotiations with travel suppliers on our behalf and a strategic relationship between GBTG and our Commercial Services business.

We may also face risks with other types of strategic transactions, such as the sale to InComm of the operations relating to our prepaid reloadable and gift card business.

Our colleagues have had to adapt to rapidly changing conditions during the pandemic and the related return to office arrangements, and if we are unable to continue addressing the safety, health and productivity of our colleagues, as well as their expectations regarding workplace flexibility, our business could suffer.

with Card Members, partners, merchants, service providers and other third parties.

In preparation for the completion of Brexit, numerous EU laws and regulations were separately adopted into UK domestic legislation in order to ensure continuity.

However, the UK plans to evaluate the extent to which these EU-legacy laws and regulations should change going forward and has already indicated some areas where it may take a different approach from the EU.

To the extent that different regulatory systems impose overlapping or inconsistent requirements on the conduct of our business, we face complexity and additional costs in our compliance efforts, as well as potential regulatory enforcement actions and penalties.

We are subject to certain provisions of the Bank Secrecy Act, as amended by the Patriot Act and the AMLA, with regard to maintaining effective AML/CFT programs.

Similar AML/CFT requirements apply under the laws of most jurisdictions where we operate.

Various regulatory agencies and legislatures are also considering regulations and legislation covering identity theft, account management guidelines, credit bureau reporting, disclosure rules, security and marketing that would impact us directly, in part due to increased scrutiny of our underwriting and account management standards.

Any new requirements may restrict our ability to issue cards or partner with other financial institutions, which could adversely affect our revenue growth.

Many of these actions have included claims for substantial compensatory or punitive damages.

legal actions.

For example, as previously disclosed, in May 2020, we began responding to a review by the OCC and the Department of Justice (DOJ) Civil Division regarding historical sales practices relating to sales to small business customers in the United States.

In January 2021, we received a grand jury subpoena from the United States Attorney’s Office for the Eastern District of New York (EDNY) regarding these sales practices issues, as well as a Civil Investigative Demand from the CFPB pertaining to its investigation into sales practices related to consumers.

In January 2023, the CFPB notified us that its investigation was completed and that it does not intend to recommend an enforcement action be taken against us at this time.

The OCC, DOJ and EDNY reviews and investigations are ongoing and could result in enforcement actions or other regulatory proceedings against us seeking fines or other remedial actions.

We are cooperating with all inquiries.

We continue to review and enhance our processes and controls related to our sales practices and business conduct generally, take disciplinary and remedial actions where appropriate, and provide information regarding our reviews to our regulators, including the Federal Reserve.

We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the pandemic on market and economic conditions, such as a renewed focus on fair lending laws, and actions governmental authorities take in response to those conditions, and in connection with our ESG-related disclosures and initiatives.

For example, if the 2017 Basel Committee revisions to the standardized approach for credit risk and operational risk capital requirements are adopted in the United States and applicable to us, we are likely to be required to hold significantly more capital.

misappropriation of our proprietary information and a resulting loss of competitive advantage.

New tax legislation could be enacted in the countries in which we have operations.

A number of countries, including the Member States in the EU, have adopted, or plan to adopt, these minimum tax guidelines starting in 2024, which we expect would impact our effective tax rate when the rules become effective.

current high rates of inflation and economic slowdown.

As of December 31, 2022, a hypothetical immediate 100 basis point increase in market interest rates would have a detrimental impact on our annual net interest income of approximately $141 million.

such country and for the payment by Card Members who are billed in a currency other than their local currency.

These products and services are offered through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party service providers and business partners, direct mail, telephone, in-house sales [removed: teams,] [added: teams] and direct response advertising.

- Processed [removed: revenue] [added: revenue,] primarily represents revenues related to network partnership agreements, comprising royalties, fees and amounts earned for facilitating transactions on cards issued by network partners.

Refer to the “Glossary of Selected Terminology” [added: below] for the definitions of certain key terms and related information appearing within this Form 10-K.

| *(Millions, except percentages, per share amounts and where indicated)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2021] [added: 2022] vs. [removed: 2020] [added: 2021] | | | | | | | | |

| Total revenues net of interest expense | | | | | | $ | [removed: 52,862] [added: 60,515] | | | | | $ | [removed: 42,380] [added: 52,862] | | | | | $ | [removed: 36,087] [added: 42,380] | | | | | $ | [removed: 10,482] [added: 7,653] | | | | | [removed: 25] [added: 14] | | % | | | | $ | [removed: 6,293] [added: 10,482] | | | | | [removed: 17] [added: 25] | | % |

| Provisions for credit losses | | | | | | [removed: 2,182] [added: 4,923] | | | | | | [removed: (1,419)] [added: 2,182] | | | | | | [removed: 4,730] [added: (1,419)] | | | | | | [removed: 3,601] [added: 2,741] | | | | | | # | | | | | | [removed: (6,149)] [added: 3,601] | | | | | | # | | |

| [removed: Expenses] [added: Total expenses] | | | | | | [removed: 41,095] [added: 45,079] | | | | | | [removed: 33,110] [added: 41,095] | | | | | | [removed: 27,061] [added: 33,110] | | | | | | [removed: 7,985] [added: 3,984] | | | | | | [removed: 24] [added: 10] | | | | | | [removed: 6,049] [added: 7,985] | | | | | | [removed: 22] [added: 24] | | |

| Pretax income | | | | | | [removed: 9,585] [added: 10,513] | | | | | | [removed: 10,689] [added: 9,585] | | | | | | [removed: 4,296] [added: 10,689] | | | | | | [removed: (1,104)] [added: 928] | | | | | | [removed: (10)] [added: 10] | | | | | | [removed: 6,393] [added: (1,104)] | | | | | | [removed: #] [added: (10)] | | |

| Income tax provision | | | | | | [removed: 2,071] [added: 2,139] | | | | | | [removed: 2,629] [added: 2,071] | | | | | | [removed: 1,161] [added: 2,629] | | | | | | [removed: (558)] [added: 68] | | | | | | [removed: (21)] [added: 3] | | | | | | [removed: 1,468] [added: (558)] | | | | | | [removed: #] [added: (21)] | | |

| Net income | | | | | | [removed: 7,514] [added: 8,374] | | | | | | [removed: 8,060] [added: 7,514] | | | | | | [removed: 3,135] [added: 8,060] | | | | | | [removed: (546)] [added: 860] | | | | | | [removed: (7)] [added: 11] | | | | | | [removed: 4,925] [added: (546)] | | | | | | [removed: #] [added: (7)] | | |

| Earnings per common share — diluted (a) | | | | | | $ | [removed: 9.85] [added: 11.21] | | | | | $ | [removed: 10.02] [added: 9.85] | | | | | $ | [removed: 3.77] [added: 10.02] | | | | | $ | [removed: (0.17)] [added: 1.36] | | | | | [removed: (2)] [added: 14] | | % | | | | $ | [removed: 6.25] [added: (0.17)] | | | | | [removed: # %] [added: (2)] | | [added: %] |

| Cash dividends declared per common share | | | | | | $ | [removed: 2.08] [added: 2.40] | | | | | $ | [removed: 1.72] [added: 2.08] | | | | | $ | 1.72 | | | | | $ | [removed: 0.36] [added: 0.32] | | | | | [removed: 21] [added: 15] | | % | | | | $ | [removed: —] [added: 0.36] | | | | | [removed: —] [added: 21] | | % |

| Basic | | | | | | [removed: 751] [added: 735] | | | | | | [removed: 789] [added: 751] | | | | | | [removed: 805] [added: 789] | | | | | | [removed: (38)] [added: (16)] | | | | | | [removed: (5)] [added: (2)] | | % | | | | [removed: (16)] [added: (38)] | | | | | | [removed: (2)] [added: (5)] | | % |

| Diluted | | | | | | [removed: 752] [added: 736] | | | | | | [removed: 790] [added: 752] | | | | | | [removed: 806] [added: 790] | | | | | | [removed: (38)] [added: (16)] | | | | | | [removed: (5)] [added: (2)] | | % | | | | [removed: (16)] [added: (38)] | | | | | | [removed: (2)] [added: (5)] | | % |

| Network volumes *(Billions)* | | | | | | $ | [removed: 1,552.8] [added: 1,680.1] | | | | | $ | [removed: 1,284.2] [added: 1,552.8] | | | | | $ | [removed: 1,037.8] [added: 1,284.2] | | | | | $ | [removed: 269] [added: 127] | | | | | [removed: 21] [added: 8] | | % | | | | $ | [removed: 246] [added: 269] | | | | | [removed: 24] [added: 21] | | % |

| Return on average equity [removed: (c)] [added: (f)] | | | | | | [removed: 32.3] [added: 31.5] | | % | | | | [removed: 33.7] [added: 32.3] | | % | | | | [removed: 14.2] [added: 33.7] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Net interest income divided by average Card Member loans [added: (c)] | | | | | | [removed: 10.4] [added: 11.4] | | % | | | | [removed: 10.2] [added: 10.4] | | % | | | | [removed: 10.7] [added: 10.2] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Net interest yield on average Card Member loans [removed: (d)] [added: (c)] | | | | | | [removed: 10.6] [added: 11.5] | | % | | | | [removed: 10.7] [added: 10.6] | | % | | | | [removed: 11.5] [added: 10.7] | | % | [removed: | | | | | | | | | | | | | | | | | | | | | | | |]

| Effective tax rate | | | | | | [removed: 21.6] [added: 20.3] | | % | | | | [removed: 24.6] [added: 21.6] | | % | | | | [removed: 27.0] [added: 24.6] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Common Equity Tier 1 | | | | | | [removed: 10.3] [added: 10.5] | | % | | | | [removed: 10.5] [added: 10.3] | | % | | | | [removed: 13.5] [added: 10.5] | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | | | | | | $ | [removed: 33,914] [added: 46,596] | | | | | $ | [removed: 22,028] [added: 33,914] | | | | | $ | [removed: 32,965] [added: 22,028] | | | | | $ | [removed: 11,886] [added: 12,682] | | | | | [removed: 54] [added: 37] | | % | | | | $ | [removed: (10,937)] [added: 11,886] | | | | | [removed: (33)] [added: 54] | | % |

| Card Member receivables | | | | | | [removed: 57,613] [added: 60,411] | | | | | | [removed: 53,645] [added: 57,613] | | | | | | [removed: 43,701] [added: 53,645] | | | | | | [removed: 3,968] [added: 2,798] | | | | | | [removed: 7] [added: 5] | | | | | | [removed: 9,944] [added: 3,968] | | | | | | [removed: 23] [added: 7] | | |

| Card Member loans | | | | | | [removed: 107,964] [added: 125,995] | | | | | | [removed: 88,562] [added: 107,964] | | | | | | [removed: 73,373] [added: 88,562] | | | | | | [removed: 19,402] [added: 18,031] | | | | | | [removed: 22] [added: 17] | | | | | | [removed: 15,189] [added: 19,402] | | | | | | [removed: 21] [added: 22] | | |

| Customer deposits | | | | | | [removed: 110,239] [added: 129,144] | | | | | | [removed: 84,382] [added: 110,239] | | | | | | [removed: 86,875] [added: 84,382] | | | | | | [removed: 25,857] [added: 18,905] | | | | | | [removed: 31] [added: 17] | | | | | | [removed: (2,493)] [added: 25,857] | | | | | | [removed: (3)] [added: 31] | | |

| Long-term debt | | | | | | $ | [removed: 42,573] [added: 47,866] | | | | | $ | [removed: 38,675] [added: 42,573] | | | | | $ | [removed: 42,952] [added: 38,675] | | | | | $ | [removed: 3,898] [added: 5,293] | | | | | [removed: 10] [added: 12] | | % | | | | $ | [removed: (4,277)] [added: 3,898] | | | | | [removed: (10)] [added: 10] | | % |

(a)Represents net income, less (i) earnings allocated to participating share awards of [removed: $57] [added: $64] million, [removed: $56] [added: $57] million and [removed: $20] [added: $56] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively, (ii) dividends on preferred shares of [removed: $57] [added: $58] million, [removed: $71] [added: $57] million and [removed: $79] [added: $71] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively, and (iii) equity-related adjustments of $16 million related to the redemption of preferred shares for the year ended December 31, 2021.

[removed: (c)Return] [added: (f)Return] on average equity (ROE) is calculated by dividing (i) net income for the period by (ii) average [removed: shareholders'] [added: shareholders’] equity for the period.

[removed: (d)Net interest yield on average Card Member loans reflects adjusted net] [added: | Net] interest income divided by average Card Member [removed: loans, computed on an annualized basis.][added: loans (d) | | | | | | 12.7 | | % | | | | 11.7 | | % | | | | 11.4 | | % | | | | | | | | | | | | |]

[removed: Adjusted net interest income and net] [added: | Net] interest yield on average Card Member loans [removed: are non-GAAP measures.][added: (d) | | | | | | 12.4 | | % | | | | 11.6 | | % | | | | 11.5 | | % | | | | | | | | | | | | |]

[removed: Refer to Table 8 for a reconciliation to] [added: |] Net interest income divided by average Card Member [removed: loans.][added: loans(d) | | | | | | 7.7 | | % | | | | 7.1 | | % | | | | 7.5 | | % | | | | | | | | | | | | |]

[removed: Billed] [added: CS billed] business [removed: in our Commercial Services segment] grew by [removed: 21] [added: 3] percent on a year-over-year basis, reflecting [added: the] continued [added: modest] growth from U.S. [removed: small] [added: SME Card Members] and [removed: mid-sized enterprise customers, as well as continued steady recovery in spending by our] [added: decelerating growth for] U.S. large and global corporate clients.

Total revenues net of interest expense increased [removed: 25 percent year-over-year (27] [added: 14] percent [removed: on an FX-adjusted basis1),] [added: year-over-year,] reflecting [removed: strong] growth in all our revenue lines.

Net card fees increased [removed: 17] [added: 20] percent [removed: year over-year, as] [added: year-over-year, reflecting the high levels of] new card [removed: acquisitions reached record levels in 2022] [added: acquisition] and Card Member [removed: retention remained high, demonstrating the impact of investments we have made in] [added: retention, as well as] our [removed: premium value propositions.][added: cycle of product refreshes.]

Service fees and other revenues increased [removed: 36] [added: 11] percent year-over-year, driven in part by higher travel-related revenues.

[removed: 1 The] [added: (a)The] foreign currency adjusted information assumes a constant exchange rate between the periods being compared for purposes of [removed: currency translation] [added: conversion] into U.S. dollars (i.e., assumes the foreign exchange rates used to determine results for the current [removed: period] [added: year] apply to the corresponding [removed: prior year] [added: prior-year] period against which such results are being compared).

Card Member rewards, Card Member services and Business development expenses are generally correlated to volumes or are variable based on [removed: usage,] [added: usage] and increased [removed: year-over year] [added: year-over-year primarily] due to [removed: network volume] [added: the] growth [added: in billed business] and higher usage of travel-related benefits.

We remain focused on driving marketing and operating expense efficiencies, while continuing to [removed: invest] [added: increase investments] in our growth strategy.

During the year, we [removed: returned $4.9 billion of capital to our shareholders through common share repurchases and dividend payments, while maintaining] [added: maintained] our [removed: Common Equity Tier 1 (CET1)] capital [removed: ratio] [added: ratios] within our [added: current] target range of 10 to 11 [removed: percent.][added: percent and returned $5.3 billion of capital to our shareholders in the form of share repurchases and common stock dividends.]

We plan to continue to return to shareholders the excess capital we [removed: generate,] [added: generate] while managing our CET1 capital ratio within our target range and supporting balance sheet growth.

We also expect to increase the regular quarterly dividend on common shares outstanding by [removed: 15] [added: 17] percent beginning with the first quarter [removed: 2023] [added: 2024] dividend declaration.

| Billed business *(Billions)* | | | | | | $ | 1,459.6 | | | | | $ | 1,338.3 | | | | | $ | 1,089.8 | | | | | $ | 121 | | | | | 9 | | % | | | | $ | 249 | | | | | 23 | | % |

| Card Member loans and receivables | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net write-off rate — principal, interest and fees (c) | | | | | | 2.0 | | % | | | | 1.0 | | % | | | | 0.8 | | % | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Refer to Table 12 for 90+ days past billing metrics for corporate receivables.

Our results for the year reflect the engagement and loyalty of our customers, the success of the investments we have made to refresh and expand our product offerings and our focus on effective risk management and expense discipline.

The successful execution of our growth strategy, along with the strength of our premium customer base and differentiated business model, drove net income of $8.4 billion, or $11.21 per share, compared with net income of $7.5 billion, or $9.85 per share, a year ago.

Billed business, the most significant driver of our financial results, increased 9 percent year-over-year.

Billed business growth was particularly strong in the first quarter, in part reflecting the negative impacts of the Omicron variant in the prior year, with a softer spend environment towards the end of the year.

Goods & Services (G&S) spend increased 6 percent year-over-year.

T&E spend grew by 19 percent on a full-year basis, reflecting ongoing demand from our premium customers, while airline spend growth slowed sequentially in the fourth quarter.

USCS billed business grew by 10 percent year-over-year, with the largest portion of this growth coming from our Millennial and Gen-Z Card Members.

ICS billed business grew by 17 percent year-over-year, driven by continued growth in spend across all regions and customer types outside the United States.

The growth in billed business drove a 9 percent increase in Discount revenue, our largest revenue line.

Net interest income increased 33 percent versus the prior year, primarily reflecting growth in our revolving loan balances, which moderated over the course of the year, as well as net yield expansion versus the prior year.

Total loans and Card Member receivables increased 13 percent year-over-year, as our Card Members continue to spend and rebuild balances.

Provisions for credit losses increased, primarily driven by higher net write-offs and a higher net reserve build in the current year, reflecting the growth in total loans and higher delinquencies.

Net write-off and delinquency rates remained best-in-class, supported by our premium global customer base, our strong focus on risk management and disciplined growth strategy.

Marketing expense decreased 4 percent year-over-year, primarily driven by lower levels of spend on customer acquisition.

Operating expenses increased 8 percent year-over-year, primarily driven by higher compensation expense and technology costs to support business growth.

Our robust capital, funding and liquidity positions provide us with significant flexibility to maintain a strong balance sheet.

On January 16, 2024, we announced that we signed an agreement to sell fraud prevention solutions provider Accertify Inc., a wholly owned subsidiary we acquired in 2010, and whose operations are reported within the GMNS segment.

The transaction is subject to customary closing conditions and is expected to close in the second quarter of 2024.

Upon closing, we expect to recognize a sizeable pre-tax gain, which will be recorded as a reduction to Other expense and is expected to be substantially reinvested back into our business.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

See Table 5 for more details on proprietary cards-in-force and average fee per card.

See Tables 5 and 6 for more details on processed volume performance.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(Millions, except percentages)* | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | | | | | | | 2022 vs. 2021 | | | | | | | | |

The reserve build in the current year was primarily driven by an increase in non-card loans outstanding.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(Millions, except percentages)* | | | | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 vs. 2022 | | | | | | | | | | | | 2022 vs. 2021 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Marketing expense decreased, primarily reflecting lower levels of spending on customer acquisitions.

Other, net expenses increased, primarily driven by higher technology costs, foreign exchange losses related to the devaluation of the Argentine peso, a reserve associated with a merchant exposure for Card Member purchases and the FDIC special assessment described in “Supervision and Regulation — Other Banking Regulations” under “Business”, all of which were partially offset by lower net losses on Amex Ventures investments and lower professional services expenses.

The reduction in the effective tax rate primarily reflected changes in the geographic mix of income.

| Discount revenue as a % of Billed business | | | | | | 2.29% | | | | | | 2.30% | | | | | | 2.25% | | | | | | | | | | | | | | |

| | | | | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| Card Member loans and receivables: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net write-off rate — principal, interest and fees (a) | | | | | | 2.0 | | % | | | | 1.0 | | % | | | | 0.8 | | % | | | | | | | | | | | | |

Our results for the year demonstrate that our growth strategy is working and our business is in an even stronger position today than before the pandemic.

Spending on our network reached record levels, and credit metrics remain below pre-pandemic levels.

Our investments in product innovation, technology, people and our brand has led to increased generational relevance with Millennial and Gen Z customers, record new card acquisitions, deeper relationships with customers and expanded merchant acceptance.

For 2022, we reported net income of $7.5 billion, or $9.85 per share, compared with net income of $8.1 billion, or $10.02 per share, a year ago.

The reduction in net income reflected credit reserve builds and net losses in our Amex Ventures strategic investment portfolio in the current year compared with sizeable credit reserve releases and significant net gains in our Amex Ventures strategic investment portfolio in the prior year.

Worldwide network volumes for the year increased 21 percent compared to the prior year (24 percent on an FX-adjusted basis1).

Billed business, which represented 86 percent of our total network volumes and is the most significant driver of our financial results, increased 23 percent year-over-year (25 percent on an FX-adjusted basis1), demonstrating our continued ability to acquire, engage and retain high-spending, premium Card Members.

U.S. Consumer billed business grew by 24 percent year-over-year, reflecting continued strength in spending trends from our premium U.S. consumer Card Members.

International billed business grew by 23 percent year-over-year (36 percent on an FX-adjusted basis1), driven by a strong recovery in spend across both consumer and commercial customers.

T&E spending momentum remained strong throughout the year, while year-over-year Goods & Services spending growth slowed towards the end of the year following the large pandemic recovery growth rates experienced earlier in the year.

Inflation was a modest contributor to our strong billed business growth, while the continuing strengthening of the U.S. dollar, relative to the prior year, against most major currencies in which we operate, had a negative impact on our international billings.

Discount revenue, our largest revenue line, increased 25 percent year-over-year, driven primarily by the momentum in our Card Member spending volumes throughout 2022.

Net interest income increased 28 percent versus the prior year, primarily driven by growth in Card Member loans.

While the rising interest rate environment had a fairly neutral impact on our results for the full year, rising rates did have a modest negative impact on net interest income towards the end of the year.

Card Member loans increased 22 percent year-over-year, with the majority of growth coming from existing Card Members and was driven by ongoing strong growth in billed business, which began to moderate towards the end of the year as we lapped the steep phase of recovery.

Provisions for credit losses increased versus the prior year, reflecting a reserve build of $617 million compared with a reserve release of $2.5 billion in the prior year, and are expected to increase in 2023.

While delinquency and net write-off rates continued to increase throughout the year, these metrics remain strong, supported by the premium nature of our customer base, our risk management capabilities and risk actions we took throughout the year.

FX-adjusted revenues is a non GAAP measure.

We believe the presentation of information on a foreign currency adjusted basis is helpful to investors by making it easier to compare our performance in one period to that of another period without the variability caused by fluctuations in currency exchange rates.

Card Member rewards expense growth was also driven by a larger proportion of billed business in categories that earn incremental rewards such as travel.

During the year, we continued to make significant investments in marketing to drive growth momentum and accelerate new card acquisitions.

Operating expenses increased 24 percent year-over-year, primarily driven by net losses in the current year associated with our Amex Ventures equity investments as compared to net gains in the prior year, as well as higher compensation costs due to an increase in our colleague base to support business growth and compensation decisions we made.

Beginning in the first quarter of 2022, we made reporting presentation changes to our Consolidated Statements of Income to separately present revenues earned from processed volumes, previously reported in Discount revenue, Other fees and commissions and Other revenue, as Processed revenue.

The remaining balances from Other fees and commissions and Other revenue were combined as Service fees and other revenue.

We also disaggregated Marketing and business development expense into Business Development expense and Marketing expense.

Prior period amounts presented herein have been recast to conform to the current period presentation; there was no impact to Total non-interest revenues or Total expenses.

The increase was partially offset by a non-cash gain related to an increase in GBTG's total equity book value in the prior year.

The reserve releases in the prior year were due to improved portfolio quality and macroeconomic forecasts, partially offset by increases in loans and receivables outstanding.

The reserve release in the prior year was due to improved portfolio quality and macroeconomic forecasts.

Refer to Note 3 to the “Consolidated Financial Statements” for further information regarding our reserves for credit losses.

Marketing expense increased, primarily due to business investments to drive growth momentum and accelerate new card acquisitions.

Other expenses increased, primarily driven by net losses on Amex Ventures investments in the current year, as compared to net gains in the prior year.

The tax rates in both years reflected the level of pretax income in relation to recurring permanent tax benefits and the geographic mix of business.

| Average discount rate | | | | | | 2.34 | | % | | | | 2.30 | | % | | | | 2.28 | | % | | | | | | | | | | | | |

(a)The foreign currency adjusted information assumes a constant exchange rate between the periods being compared for purposes of currency translation into U.S. dollars (i.e., assumes the foreign exchange rates used to determine results for the current year apply to the corresponding prior-year period against which such results are being compared).

Refer to Note 24 to the “Consolidated Financial Statements” and Part I, Item 1.

Effective for the third quarter of 2022, we realigned our reportable segments to reflect organizational changes announced during the second quarter of 2022.

Prior periods presented herein have been recast to conform to the new reportable operating segments, which are: USCS, CS, ICS and GMNS, with corporate functions and certain other businesses and operations included in Corporate & Other.

Net interest income increased 26 percent, primarily driven by an increase in average Card Member loan balances.

Total revenues net of interest expense increased in 2021 compared to 2020, primarily driven by higher Discount revenue, reflecting billed business growth, partially offset by decreased Net interest income, primarily reflecting lower revolving Card Member loan balances.

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

[removed: ][added: ]

Our Integrated Payments [removed: Platform][added: Platform and Technology]

[removed: These] [added: We maintain direct] relationships [removed: create] [added: with Card Members (as] a [removed: “closed loop” in that we have] [added: card issuer) and merchants (as an acquirer), which provides us with] direct access to information at both ends of the card transaction, [removed: which distinguishes] [added: distinguishing] our integrated payments platform from the bankcard networks.

Our integrated payments platform [removed: allows] [added: and the systems and infrastructure that underlie it allow] us to analyze information on Card Member [removed: spending and] [added: spending,] build [removed: algorithms] [added: models] and [removed: other] [added: use] analytical tools [removed: that we use] to [added: help us] underwrite risk, reduce fraud and provide targeted marketing and other information services for merchants and partners and special offers and services to Card Members, all while [removed: respecting] [added: maintaining our commitment to respect] Card Member preferences and [removed: protecting] [added: protect] Card Member and merchant data in compliance with applicable policies and legal requirements.

- Designing innovative [added: credit, charge and debit card] products and [removed: features] [added: payment and lending solutions] that appeal to our target customer base and meet their spending and borrowing needs

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

- Providing digital and mobile services and an array of benefits and experiences across card products, such as [removed: airport] lounge access, dining experiences and other travel and lifestyle benefits

For the year ended December 31, [removed: 2022,] [added: 2023,] worldwide billed business (spending on American Express cards issued by us) was [removed: $1,338] [added: $1,460] billion and at December 31, [removed: 2022,] [added: 2023,] we had [removed: 76.7] [added: 80.2] million proprietary cards-in-force worldwide.

For example, through our OptBlue® merchant-acquiring program, third-party [removed: acquirers] [added: processors] contract directly with small merchants for card acceptance on our network and determine merchant pricing.

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

We operate a payments network through which we establish and maintain relationships with third-party banks and other institutions in approximately [removed: 103] [added: 110] countries and territories, licensing the American Express brand and extending the reach of our global network.

For the year ended December 31, [removed: 2022,] [added: 2023,] worldwide network services processed volume (spending on American Express cards issued by third parties) was [removed: $214.5] [added: $220.5] billion and at December 31, [removed: 2022,] [added: 2023,] we had [removed: 56.5] [added: 61.0] million cards-in-force issued by third parties worldwide.

[removed: ][added: ]

There are many examples of how we [removed: connect partners] [added: work] with [removed: our integrated payments platform,] [added: partners,] including: issuing cards under cobrand arrangements with other corporations and institutions (e.g., Delta Air Lines (Delta), Marriott International, Hilton Worldwide Holdings and British Airways); offering innovative ways for our Card Members to earn and use points with our merchants (e.g., Pay with Points at Amazon.com); [added: providing greater value to our Card Members (e.g., Amex Offers and statement credits for purchases with partners);] expanding merchant acceptance with third-party acquirers [added: and processors] (e.g., OptBlue partners); operating through joint ventures in certain jurisdictions (e.g., in China, the Middle East and Switzerland); developing new capabilities and features with our digital partners (e.g., PayPal and i2c); integrating into the supplier payment processes of our business customers (e.g., [removed: BILL, BillTrust] [added: BILL] and [removed: Versapay);] [added: Extend);] and [removed: extending the platform into] [added: enhancing our] travel [removed: services with American Express leisure] [added: benefits] and [removed: business travel] [added: services] (e.g., Fine Hotels and Resorts).

We issue cards under cobrand arrangements with Delta and the Delta cobrand portfolio represented approximately 10 percent of worldwide network volumes and approximately 21 percent of worldwide Card Member loans as of December 31, [removed: 2022.][added: 2023.]

Spending on our cards, which is higher on average on a per-card basis versus our [added: network] competitors, offers superior value to merchants in the form of loyal customers and larger transactions.

[removed: The] [added: Finally, the] Promoting Diversity, Equity and Inclusion (DE&I) pillar supports a diverse, equitable and inclusive workforce, marketplace and society.

[removed: Finally, the] [added: The] Building Financial Confidence pillar seeks to provide responsible, secure and transparent products and services to help people and businesses build financial resilience.

As of December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 77,300] [added: 74,600] people, whom we refer to as colleagues, with approximately 26,000 colleagues in the United States and approximately [removed: 51,300] [added: 48,600] colleagues outside the United States.

[removed: The health and wellness of] [added: We aim to provide] our colleagues [removed: continue to be priorities for us] [added: with competitive compensation] and [removed: we] [added: leading benefits and] take a holistic approach to well-being, providing resources that address the physical, financial and mental health of our colleagues.

We conduct an annual Colleague Experience Survey to better understand our colleagues’ needs and overall experience at American [removed: Express] [added: Express,] and in [removed: 2022, 92] [added: 2023, 91] percent of colleagues who participated in the survey said they would recommend American Express as a great place to work.

As of December 31, [removed: 2022,] [added: 2023,] women represented [removed: 53.7] [added: 53.2] percent of our global workforce and Asian, Black/African American and Hispanic/Latinx people represented [removed: 18.7] [added: 20.6] percent, [removed: 17.9] [added: 15.6] percent and [removed: 14.2] [added: 14.3] percent, respectively, of our U.S. workforce based on preliminary data for our [removed: 2022] [added: 2023] U.S. EEO-1 submission.

As of December 31, [removed: 2022, 52] [added: 2023, 50] percent of our Executive Committee were women or from diverse races and ethnic backgrounds (based on self-identified characteristics).

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

After making these adjustments, we believe we maintained 100 percent pay equity in [removed: 2022] [added: 2023] for colleagues across genders globally and across races and ethnicities in the United States.

Set forth below, in alphabetical order, is a list of our executive officers as of February [removed: 10, 2023,] [added: 9, 2024,] including each executive officer’s principal occupation and employment during the past five [removed: years and reflecting recent organizational changes.][added: years.]

| Mr. Buckminster [removed: (62)] [added: (63)] has been Vice Chairman since April 2021. Prior thereto, he had been Group President, Global Consumer Services Group since February [removed: 2018 and President, Global Consumer Services Group from October 2015 to February] 2018. | | | | | |

| JEFFREY C. CAMPBELL — | | | Vice Chairman [removed: and Chief Financial Officer] | | |

| Mr. Campbell [removed: (62)] [added: (63)] has been Vice Chairman since April [removed: 2021 and] [added: 2021. He also served as] Chief Financial Officer [removed: since] [added: (CFO) from] August [removed: 2013.] [added: 2013 to August 2023.] | | | | | |

| Mr. Grosfield [removed: (54)] [added: (55)] has been President, U.S. Consumer Services since May 2022. Prior thereto, he had been Executive Vice President and General Manager of U.S. Consumer Marketing and Global Premium Services since February 2021 and Executive Vice President and General Manager of U.S. Consumer Marketing Services from January 2016 to February 2021. | | | | | |

| Ms. Herena [removed: (51)] [added: (52)] has been Chief Colleague Experience Officer since April 2019. Ms. Herena joined American Express from BNY Mellon, where she served as the Chief Human Resources Officer and Senior Executive Vice President, Human Resources, Marketing and Communications since 2014. | | | | | |

| Mr. Joabar [removed: (57)] [added: (58)] has been Group President, Global Merchant and Network Services since April 2021. Prior thereto, he had been President, Global Risk and Compliance and Chief Risk Officer since September 2019. He also served as President of International Consumer Services and Global Travel and Lifestyle Services from February 2018 to September [removed: 2019 and as Executive Vice President, Global Servicing Network from February 2016 to February 2018.] [added: 2019.] | | | | | |

| RAFAEL [removed: MARQUEZ—] [added: MARQUEZ —] | | | President, International Card Services | | |

| Mr. Marquez [removed: (51)] [added: (52)] has been President, International Card Services since May 2022. Prior thereto, he had been President, International Consumer Services and Global Loyalty Coalition since September 2019 and Executive Vice President of International Consumer Services Europe, Joint Ventures EMEA and International Member Engagement from November 2015 to September 2019. | | | | | |

| Ms. Marrs [removed: (49)] [added: (50)] has been Group President, Commercial Services and Credit & Fraud Risk since April 2021. Prior thereto, she had been President, Commercial Services since September 2018. [removed: Ms. Marrs joined American Express from Standard Chartered Bank, where she served as Regional CEO, ASEAN and South Asia since November 2016.] | | | | | |

| Mr. Nigro [removed: (61)] [added: (62)] has been Chief Risk Officer since April 2021. Prior thereto, he had been Executive Vice President and Chief Credit Officer, Global Consumer Services and Credit and Fraud Risk Capability since April [removed: 2018 and Executive Vice President and Chief Credit Officer, U.S. Consumer Card Services since December 2013.] [added: 2018.] | | | | | |

| Ms. Pickett [removed: (57)] [added: (58)] has been President, Global Services Group since September 2019. Prior thereto, she had been Chief Risk Officer and President, Global Risk, Banking & Compliance since February [removed: 2018 and President, U.S. Consumer Services from October 2015 to February] 2018. | | | | | |

| Mr. Radhakrishnan [removed: (51)] [added: (52)] has been Chief Information Officer since January 2022. Mr. Radhakrishnan joined American Express from Wells Fargo & Company, where he served as Chief Information Officer for the Commercial Banking and Corporate & Investment Banking businesses since May 2020. Prior thereto, he had been Chief Information Officer, Wholesale, Wealth & Investment Management and Innovation from May 2019 to May 2020. He also served as Enterprise Chief Information Officer from March 2017 to May 2019. | | | | | |

| Ms. Rutledge [removed: (61)] [added: (62)] has been Chief Marketing Officer since February 2018. [removed: Prior thereto, she had been Executive Vice President, Global Advertising & Media since February 2016.] | | | | | |

We also leverage technology to allow for faster introduction and greater differentiation of products, as well as to develop and improve our service capabilities to continue to deliver a high-quality customer experience.

We have a number of products that complement our card products, such as our business checking and consumer rewards checking account products, our business-to-business (B2B) payment products and other non-card payment and financing products, our Business Blueprint digital cash flow management hub, our Resy restaurant platform and other new digital capabilities.

Additionally, we are focused on driving growth and efficiencies internationally, including a greater focus on local priorities in international jurisdictions.

Our colleagues are integral to executing our business strategies and to our overall success.

In 2023, we continued to invest in our colleagues, building on a wide range of learning and development opportunities and enhancing our competitive benefits in key areas including holistic health and wellness, total compensation and flexibility.

To attract and retain the best talent, we strive to offer a compelling value proposition to our colleagues, which represents the ways in which we support our colleagues in four key areas: (1) our culture; (2) career growth and development; (3) rewards and holistic well-being; and (4) diversity, equity and inclusion.

*Our Culture*

Our culture is built on strong relationships, shared values and purpose and a commitment to back our customers, communities and each other.

*Career Growth and Development*

We start with opportunities for colleagues to learn on the job, build cross-functional skills and grow in their careers through a defined, collaborative process for performance management.

Colleagues have access to a wide variety of resources: career coaching, mentoring, professional networking, and rotation opportunities, as well as courses on-demand and with classroom-style instruction.

*Rewards and Holistic Well-Being*

Our financial well-being program, Smart Saving, provides tools and resources to help colleagues build their knowledge and skills for all life stages.

We support our colleagues’ physical health and well-being through our corporate wellness program, Healthy Living.

We also provide resources and support to increase awareness about mental health among our colleagues through our Healthy Minds Program.

*Diversity, Equity and Inclusion*

We continue to work to build an inclusive and diverse workplace that values our colleagues’ voices, rewards teamwork, celebrates different points of view and reflects the diversity of the communities in which we operate.

| CHRISTOPHE Y. LE CAILLEC — | | | Chief Financial Officer | | |

| Mr. Le Caillec (58) has been CFO since August 2023. Prior thereto, he had been Deputy CFO since December 2021 and Head of Corporate Planning since February 2019. He also served as Business CFO for the Global Consumer Services Group from May 2016 to February 2019. | | | | | |

| GLENDA MCNEAL — | | | Chief Partner Officer | | |

| Ms. McNeal (63) has been Chief Partner Officer since February 2024. Prior thereto, she had been President, Enterprise Strategic Partnerships since March 2017. | | | | | |

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We maintain direct relationships with both our Card Members (as a card issuer) and merchants (as an acquirer), and we handle all key aspects of those relationships.

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

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

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

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

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

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

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

We provide learning opportunities in many forms, including tools and guidance for maximizing learning on the job; cross-border and cross-business unit assignments; career coaching, mentoring and professional networking; rotation opportunities; virtual learning sessions; and formal classroom instruction.

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

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

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

We also encounter competition from businesses that issue private label cards, operate mobile wallets or extend credit.

activities permitted to financial holding companies or divest AENB.

Financial Regulatory Reform

Because a firm’s categorization is determined by, and can change over time dependent upon, how the firm measures against the risk-based indicator thresholds, we are required to monitor and periodically report these risk-based indicators and there can be no assurance that the Company will continue to be a Category IV firm in the future.

As a Category IV firm, we are not subject to the advanced approaches capital requirements.

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

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

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

Under the NSFR rule, Category IV firms with less than $50 billion in weighted short-term wholesale funding, such as the Company, are not subject to a specific NSFR requirement.

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

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

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

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

Other countries may require in-country data processing and/or in-country storage of data.

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

In October 2022, an Executive Order was signed that, together with regulations issued by the U.S. Department of Justice, would implement a new data privacy framework for cross border transfers of EU personal data to the United States.

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

OFAC regulations prohibit U.S. persons from engaging in financial transactions with or relating to a targeted individual, entity, vessel, government or country, require the blocking of assets in which the individual, entity, vessel, government or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity, vessel, government or country.

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

Refer to Note 12 to [removed: our] [added: the] “Consolidated Financial Statements,” which is incorporated herein by reference.

| | | | For the fiscal year ended December 31, [removed: 2022] [added: 2023] | | |

[removed: ][added: ]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the registrant’s voting shares held by non-affiliates of the registrant was approximately [removed: $104.0] [added: $128.1] billion based on the closing sale price as reported on the New York Stock Exchange.

As of February [removed: 2, 2023,] [added: 1, 2024,] there were [removed: 744,192,702] [added: 723,869,787] common shares of the registrant outstanding.

Part III: Portions of Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on May [removed: 2, 2023.][added: 6, 2024.]

| | | | [Supervision and [removed: Regulation](#i4140b7384f144babad4af1bf077b1b06_34)] [added: Regulation](#i574ddf956d89414c96ab067c36782b56_34)] | | | [removed: [11](#i4140b7384f144babad4af1bf077b1b06_34)] [added: [11](#i574ddf956d89414c96ab067c36782b56_34)] | | |

| | | | [Additional [removed: Information](#i4140b7384f144babad4af1bf077b1b06_40)] [added: Information](#i574ddf956d89414c96ab067c36782b56_40)] | | | [removed: [21](#i4140b7384f144babad4af1bf077b1b06_40)] [added: [21](#i574ddf956d89414c96ab067c36782b56_40)] | | |

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| [removed: [3.](#i4140b7384f144babad4af1bf077b1b06_52)] [added: [3.](#i574ddf956d89414c96ab067c36782b56_52)] | | | [Legal [removed: Proceedings](#i4140b7384f144babad4af1bf077b1b06_52)] [added: Proceedings](#i574ddf956d89414c96ab067c36782b56_52)] | | | [removed: [37](#i4140b7384f144babad4af1bf077b1b06_52)] [added: [39](#i574ddf956d89414c96ab067c36782b56_52)] | | |

| [removed: [4.](#i4140b7384f144babad4af1bf077b1b06_55)] [added: [4.](#i574ddf956d89414c96ab067c36782b56_55)] | | | [Mine Safety [removed: Disclosures](#i4140b7384f144babad4af1bf077b1b06_55)] [added: Disclosures](#i574ddf956d89414c96ab067c36782b56_55)] | | | [removed: [37](#i4140b7384f144babad4af1bf077b1b06_55)] [added: [39](#i574ddf956d89414c96ab067c36782b56_55)] | | |

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| [removed: [7.](#i4140b7384f144babad4af1bf077b1b06_73)] [added: [7.](#i574ddf956d89414c96ab067c36782b56_73)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: (MD&A)](#i4140b7384f144babad4af1bf077b1b06_73)] [added: (MD&A)](#i574ddf956d89414c96ab067c36782b56_73)] | | | [removed: [40](#i4140b7384f144babad4af1bf077b1b06_73)] [added: [42](#i574ddf956d89414c96ab067c36782b56_73)] | | |

| | | | [Executive [removed: Overview](#i4140b7384f144babad4af1bf077b1b06_76)] [added: Overview](#i574ddf956d89414c96ab067c36782b56_76)] | | | [removed: [40](#i4140b7384f144babad4af1bf077b1b06_76)] [added: [42](#i574ddf956d89414c96ab067c36782b56_76)] | | |

| | | | [Consolidated Results of [removed: Operations](#i4140b7384f144babad4af1bf077b1b06_79)] [added: Operations](#i574ddf956d89414c96ab067c36782b56_85)] | | | [removed: [44](#i4140b7384f144babad4af1bf077b1b06_79)] [added: [45](#i574ddf956d89414c96ab067c36782b56_85)] | | |

| | | | [Business Segment Results of [removed: Operations](#i4140b7384f144babad4af1bf077b1b06_82)] [added: Operations](#i574ddf956d89414c96ab067c36782b56_112)] | | | [removed: [50](#i4140b7384f144babad4af1bf077b1b06_82)] [added: [51](#i574ddf956d89414c96ab067c36782b56_112)] | | |

| | | | [Consolidated Capital Resources and [removed: Liquidity](#i4140b7384f144babad4af1bf077b1b06_85)] [added: Liquidity](#i574ddf956d89414c96ab067c36782b56_130)] | | | [removed: [61](#i4140b7384f144babad4af1bf077b1b06_85)] [added: [62](#i574ddf956d89414c96ab067c36782b56_130)] | | |

| | | | [Risk [removed: Management](#i4140b7384f144babad4af1bf077b1b06_91)] [added: Management](#i574ddf956d89414c96ab067c36782b56_136)] | | | [removed: [70](#i4140b7384f144babad4af1bf077b1b06_91)] [added: [71](#i574ddf956d89414c96ab067c36782b56_136)] | | |

| | | | [Critical Accounting [removed: Estimates](#i4140b7384f144babad4af1bf077b1b06_94)] [added: Estimates](#i574ddf956d89414c96ab067c36782b56_139)] | | | [removed: [78](#i4140b7384f144babad4af1bf077b1b06_94)] [added: [79](#i574ddf956d89414c96ab067c36782b56_139)] | | |

| | | | [Other [removed: Matters](#i4140b7384f144babad4af1bf077b1b06_97)] [added: Matters](#i574ddf956d89414c96ab067c36782b56_142)] | | | [removed: [82](#i4140b7384f144babad4af1bf077b1b06_97)] [added: [83](#i574ddf956d89414c96ab067c36782b56_142)] | | |

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| | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#i4140b7384f144babad4af1bf077b1b06_106)] [added: Reporting](#i574ddf956d89414c96ab067c36782b56_151)] | | | [removed: [88](#i4140b7384f144babad4af1bf077b1b06_106)] [added: [89](#i574ddf956d89414c96ab067c36782b56_151)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i4140b7384f144babad4af1bf077b1b06_109)] [added: Firm](#i574ddf956d89414c96ab067c36782b56_154)] (PCAOB ID 238) | | | [removed: [89](#i4140b7384f144babad4af1bf077b1b06_109)] [added: [90](#i574ddf956d89414c96ab067c36782b56_154)] | | |

| | | | [Index to Consolidated Financial [removed: Statements](#i4140b7384f144babad4af1bf077b1b06_112)] [added: Statements](#i574ddf956d89414c96ab067c36782b56_157)] | | | [removed: [92](#i4140b7384f144babad4af1bf077b1b06_112)] [added: [93](#i574ddf956d89414c96ab067c36782b56_157)] | | |

| | | | [Consolidated Financial [removed: Statements](#i4140b7384f144babad4af1bf077b1b06_118)] [added: Statements](#i574ddf956d89414c96ab067c36782b56_163)] | | | [removed: [93](#i4140b7384f144babad4af1bf077b1b06_118)] [added: [94](#i574ddf956d89414c96ab067c36782b56_163)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i4140b7384f144babad4af1bf077b1b06_136)] [added: Statements](#i574ddf956d89414c96ab067c36782b56_181)] | | | [removed: [98](#i4140b7384f144babad4af1bf077b1b06_136)] [added: [99](#i574ddf956d89414c96ab067c36782b56_181)] | | |

| [removed: [9.](#i4140b7384f144babad4af1bf077b1b06_226)] [added: [9.](#i574ddf956d89414c96ab067c36782b56_271)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4140b7384f144babad4af1bf077b1b06_226)] [added: Disclosure](#i574ddf956d89414c96ab067c36782b56_271)] | | | [removed: [155](#i4140b7384f144babad4af1bf077b1b06_226)] [added: [156](#i574ddf956d89414c96ab067c36782b56_271)] | | |

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| 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i4140b7384f144babad4af1bf077b1b06_235)] [added: Inspections](#i574ddf956d89414c96ab067c36782b56_280)] | | | [removed: [155](#i4140b7384f144babad4af1bf077b1b06_235)] [added: [156](#i574ddf956d89414c96ab067c36782b56_280)] | | |

| [removed: [10.](#i4140b7384f144babad4af1bf077b1b06_241)] [added: [10.](#i574ddf956d89414c96ab067c36782b56_286)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i4140b7384f144babad4af1bf077b1b06_241)] [added: Governance](#i574ddf956d89414c96ab067c36782b56_286)] | | | [removed: [156](#i4140b7384f144babad4af1bf077b1b06_241)] [added: [157](#i574ddf956d89414c96ab067c36782b56_286)] | | |

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| [removed: [14.](#i4140b7384f144babad4af1bf077b1b06_244)] [added: [14.](#i574ddf956d89414c96ab067c36782b56_289)] | | | [Principal [removed: Account](#i4140b7384f144babad4af1bf077b1b06_244)[ant](#i4140b7384f144babad4af1bf077b1b06_244)] [added: Account](#i574ddf956d89414c96ab067c36782b56_289)[ant](#i574ddf956d89414c96ab067c36782b56_289)] [Fees and [removed: Services](#i4140b7384f144babad4af1bf077b1b06_244)] [added: Services](#i574ddf956d89414c96ab067c36782b56_289)] | | | [removed: [157](#i4140b7384f144babad4af1bf077b1b06_244)] [added: [158](#i574ddf956d89414c96ab067c36782b56_289)] | | |

| [removed: [15.](#i4140b7384f144babad4af1bf077b1b06_250)] [added: [15.](#i574ddf956d89414c96ab067c36782b56_295)] | | | [removed: [Exhibit](#i4140b7384f144babad4af1bf077b1b06_250) [and](#i4140b7384f144babad4af1bf077b1b06_250)] [added: [Exhibit](#i574ddf956d89414c96ab067c36782b56_295) [and](#i574ddf956d89414c96ab067c36782b56_295)] [Financial Statement [removed: Schedules](#i4140b7384f144babad4af1bf077b1b06_250)] [added: Schedules](#i574ddf956d89414c96ab067c36782b56_295)] | | | [removed: [158](#i4140b7384f144babad4af1bf077b1b06_250)] [added: [159](#i574ddf956d89414c96ab067c36782b56_295)] | | |

| | | | [Statistical Disclosure by Bank Holding [removed: Companies](#i4140b7384f144babad4af1bf077b1b06_262)] [added: Companies](#i574ddf956d89414c96ab067c36782b56_307)] | | | [removed: [A-](#i4140b7384f144babad4af1bf077b1b06_262)[1](#i4140b7384f144babad4af1bf077b1b06_262)] [added: [A-](#i574ddf956d89414c96ab067c36782b56_307)[1](#i574ddf956d89414c96ab067c36782b56_307)] | | |

Refer to the [removed: “MD&A ―] [added: “] Glossary of Selected Terminology” [added: under “MD&A”] for the definitions of other key terms used in this report.

| | | | [PART I](#i574ddf956d89414c96ab067c36782b56_16) | | | | | |

| [1.](#i574ddf956d89414c96ab067c36782b56_19) | | | [Business](#i574ddf956d89414c96ab067c36782b56_19) | | | [1](#i574ddf956d89414c96ab067c36782b56_19) | | |

| | | | [Competition](#i574ddf956d89414c96ab067c36782b56_31) | | | [9](#i574ddf956d89414c96ab067c36782b56_31) | | |

| [1C.](#i574ddf956d89414c96ab067c36782b56_2815) | | | [Cybersecurity](#i574ddf956d89414c96ab067c36782b56_2815) | | | [37](#i574ddf956d89414c96ab067c36782b56_2815) | | |

| [2.](#i574ddf956d89414c96ab067c36782b56_49) | | | [Properties](#i574ddf956d89414c96ab067c36782b56_49) | | | [39](#i574ddf956d89414c96ab067c36782b56_49) | | |

| | | | [PART II](#i574ddf956d89414c96ab067c36782b56_58) | | | | | |

| [6.](#i574ddf956d89414c96ab067c36782b56_70) | | | [\[Reserved\]](#i574ddf956d89414c96ab067c36782b56_67) | | | [41](#i574ddf956d89414c96ab067c36782b56_67) | | |

| [9B.](#i574ddf956d89414c96ab067c36782b56_277) | | | [Other Information](#i574ddf956d89414c96ab067c36782b56_277) | | | [156](#i574ddf956d89414c96ab067c36782b56_277) | | |

| | | | [PART III](#i574ddf956d89414c96ab067c36782b56_283) | | | | | |

| [11.](#i574ddf956d89414c96ab067c36782b56_286) | | | [Executive Compensation](#i574ddf956d89414c96ab067c36782b56_286) | | | [157](#i574ddf956d89414c96ab067c36782b56_286) | | |

| | | | [PART IV](#i574ddf956d89414c96ab067c36782b56_292) | | | | | |

| [16.](#i574ddf956d89414c96ab067c36782b56_301) | | | [Form 10-K Summary](#i574ddf956d89414c96ab067c36782b56_301) | | | [164](#i574ddf956d89414c96ab067c36782b56_301) | | |

| | | | [Signatures](#i574ddf956d89414c96ab067c36782b56_304) | | | [165](#i574ddf956d89414c96ab067c36782b56_304) | | |

| | | | [PART I](#i4140b7384f144babad4af1bf077b1b06_16) | | | | | |

| [1.](#i4140b7384f144babad4af1bf077b1b06_19) | | | [Business](#i4140b7384f144babad4af1bf077b1b06_19) | | | [1](#i4140b7384f144babad4af1bf077b1b06_19) | | |

| | | | [Competition](#i4140b7384f144babad4af1bf077b1b06_31) | | | [9](#i4140b7384f144babad4af1bf077b1b06_31) | | |

| [2.](#i4140b7384f144babad4af1bf077b1b06_49) | | | [Properties](#i4140b7384f144babad4af1bf077b1b06_49) | | | [37](#i4140b7384f144babad4af1bf077b1b06_49) | | |

| | | | [PART II](#i4140b7384f144babad4af1bf077b1b06_58) | | | | | |

| [6.](#i4140b7384f144babad4af1bf077b1b06_70) | | | [\[Reserved\]](#i4140b7384f144babad4af1bf077b1b06_67) | | | [39](#i4140b7384f144babad4af1bf077b1b06_67) | | |

| [9B.](#i4140b7384f144babad4af1bf077b1b06_232) | | | [Other Information](#i4140b7384f144babad4af1bf077b1b06_232) | | | [155](#i4140b7384f144babad4af1bf077b1b06_232) | | |

| | | | [PART III](#i4140b7384f144babad4af1bf077b1b06_238) | | | | | |

| [11.](#i4140b7384f144babad4af1bf077b1b06_241) | | | [Executive Compensation](#i4140b7384f144babad4af1bf077b1b06_241) | | | [156](#i4140b7384f144babad4af1bf077b1b06_241) | | |

| | | | [PART IV](#i4140b7384f144babad4af1bf077b1b06_247) | | | | | |

| [16.](#i4140b7384f144babad4af1bf077b1b06_256) | | | [Form 10-K Summary](#i4140b7384f144babad4af1bf077b1b06_256) | | | [163](#i4140b7384f144babad4af1bf077b1b06_256) | | |

| | | | [Signatures](#i4140b7384f144babad4af1bf077b1b06_259) | | | [164](#i4140b7384f144babad4af1bf077b1b06_259) | | |

We maintain an information security and cybersecurity program and a cybersecurity governance framework that are designed to protect our information systems against operational risks related to cybersecurity.

Cybersecurity Risk Management and Strategy

We define information security and cybersecurity risk as the risk that the confidentiality, integrity or availability of our information and information systems are impacted by unauthorized or unintended access, use, disclosure, disruption, modification or destruction.

Information security and cybersecurity risk is an operational risk that is measured and managed as part of our operational risk framework.

Operational risk is incorporated into our comprehensive Enterprise Risk Management (ERM) program, which we use to identify, aggregate, monitor, report and manage risks.

For more information on our ERM program, see “Risk Management” under “MD&A.”

Our Technology Risk and Information Security (TRIS) program, which is our enterprise information security and cybersecurity program incorporated in our ERM program and led by our Chief Information Security Officer (CISO), is designed to (i) ensure the security, confidentiality, integrity and availability of our information and information systems; (ii) protect against any anticipated threats or hazards to the security, confidentiality, integrity or availability of such information and information systems; and (iii) protect against unauthorized access to or use of such information or information systems that could result in substantial harm or inconvenience to us, our colleagues or our customers.

The TRIS program is built upon a foundation of advanced security technology, employs a highly trained team of experts and is designed to operate in alignment with global regulatory requirements.

The program deploys multiple layers of controls, including embedding security into our technology investments, designed to identify, protect, detect, respond to and recover from information security and cybersecurity incidents.

Those controls are measured and monitored by a combination of subject matter experts and a security operations center with integrated cyber detection, response and recovery capabilities.

The TRIS program includes our Enterprise Incident Response Program, which manages information security incidents involving compromises of sensitive information, and our Cyber Crisis Response Plan, which provides a documented framework for handling high-severity security incidents and facilitates coordination across multiple parts of the Company to manage response efforts.

We also routinely perform simulations and drills at both a technical and management level, and our colleagues receive annual cybersecurity awareness training.

In addition, we incorporate reviews by our Internal Audit Group and external expertise in our TRIS program, including an independent third-party assessment of our cybersecurity measures and controls and a third-party cyber maturity assessment of our TRIS program against the Cyber Risk Institute Profile standards for the financial sector.

We also invest in threat intelligence, collaborate with our peers in areas of threat intelligence, vulnerability management, incident response and drills, and are active participants in industry and government forums.

Cybersecurity risks related to third parties are managed as part of our Third Party Management Policy, which sets forth the procurement, risk management and contracting framework for managing third-party relationships commensurate with their risk and complexity.

Our Third Party Lifecycle Management (TLM) program sets guidelines for identifying, measuring, monitoring, and reporting the risks associated with third parties through the life cycle of the relationships, which includes planning, due diligence and third-party selection, contracting, ongoing monitoring and termination.

Our TLM program includes the identification of third parties with risks related to information security.

Third parties that access, process, collect, share, create, store, transmit or destroy our information or have access to our systems may have additional security requirements depending on the levels of risk, such as enhanced risk assessments and monitoring, and additional contractual controls.

While we do not believe that our business strategy, results of operations or financial condition have been materially adversely affected by any cybersecurity incidents, cybersecurity threats are pervasive and, similar to other global financial institutions, we, as well as our customers, colleagues, regulators, service providers and other third parties, have experienced a significant increase in information security and cybersecurity risk in recent years and will likely continue to be the target of cyber attacks.

We continue to assess the risks and changes in the cyber environment, invest in enhancements to our cybersecurity capabilities, and engage in industry and government forums to promote advancements in our cybersecurity capabilities, as well as the broader financial services cybersecurity ecosystem.

For more information on risks to us from cybersecurity threats, see “*A major information or cybersecurity incident or an increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure, and could reduce the use and acceptance of our products and services*.” under “Risk Factors.”

Cybersecurity Governance

Under our cybersecurity governance framework, our Board and our Risk Committee are primarily responsible for overseeing and governing the development, implementation and maintenance of our TRIS program, with the Board designating our Risk Committee to provide oversight and governance of technology and cybersecurity risks.

Our Board receives an update on cybersecurity at least once a year from our CISO or their designee.

Our Risk Committee receives reports on cybersecurity at least twice a year, including in at least one joint meeting with our Audit and Compliance Committee, and our Board and these committees all receive ad hoc updates as needed.

In addition, our Risk Committee annually approves our TRIS program.

We have multiple internal management committees that are responsible for the oversight of cybersecurity risk.

Our Operational Risk Management Committee (ORMC), chaired by our Chief Operational Risk Officer, provides oversight and governance for our information security risk management activities, including those related to cybersecurity.

This includes efforts to identify, measure, manage, monitor and report information security risks associated with our information and information systems and potential impacts to the American Express brand.

The ORMC escalates risks to our Enterprise Risk Management Committee (ERMC), chaired by our Chief Risk Officer, or our Board based on the escalation criteria provided in our enterprise-wide risk appetite framework.

Members of management with cybersecurity oversight responsibilities are informed about cybersecurity risks and incidents through a number of channels, including periodic and annual reports, with the annual report also provided to our Risk Committee, the ORMC and ERMC.

Our CISO leads the strategy, engineering and operations of cybersecurity across the Company and is responsible for providing annual updates to our Board, the ERMC and the ORMC on our TRIS program, as well as ad hoc updates on information security and cybersecurity matters.

Our current CISO has held a series of roles in telecommunications, networking and information security at American Express, including promotion to the CISO role in 2013 and the addition of responsibility for technology risk management in 2023.

Prior to joining American Express, our current CISO served in a variety of technology leadership roles at a public pharmaceutical and biotechnology company for 14 years.

Our CISO reports to the Chief Information Officer, information about whom is included in “Information About Our Executive Officers” under “Business.”

For more information on our risk governance structure, see “Risk Management — Governance” and “Risk Management —Operational Risk Management Process” under “MD&A.”

Other owned or leased principal locations include American Express offices in Phoenix, Arizona, Sunrise, Florida, [removed: Gurgaon,] [added: Gurgaon and Bangalore,] India, [removed: Brighton, England,] Manila, Philippines, [added: Brighton, England,] Tokyo, Japan, Kuala Lumpur, [removed: Malaysia] [added: Malaysia, Rome, Italy] and Sydney, Australia; the American Express data centers in Phoenix, Arizona and Greensboro, North Carolina; the headquarters for AENB in Sandy, Utah; the headquarters for American Express Services Europe Limited in London, England; the headquarters for American Express Europe, S.A. in Madrid, Spain; the headquarters for Amex Bank of Canada and Amex Canada Inc. in Toronto, Ontario, Canada; and the headquarters for American Express [removed: Bank (Mexico) S.A. Institucion de Banca Multiple and American Express] Company (Mexico) S.A. de C.V. in Mexico City, Mexico.

We also lease and operate multiple [removed: travel] lounges as a benefit for our Card [removed: Members] [added: Members, including] in major U.S. and global hub airports.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 18,060] [added: 17,300] common shareholders of record.

You can find dividend information concerning our common stock in [removed: our] [added: the] Consolidated Statements of [removed: Shareholders'] [added: Shareholders’] Equity in [removed: our] [added: the] “Consolidated Financial Statements.” For information on dividend restrictions, see [removed: “Dividends] [added: “Supervision] and [added: Regulation — Dividends and] Other Capital Distributions” under [removed: “Supervision and Regulation”] [added: “Business”] and Note 22 to [removed: our] [added: the] “Consolidated Financial Statements.” You can find information on securities authorized for issuance under our equity compensation plans under the caption “Executive Compensation — Equity Compensation Plans” to be contained in our definitive [removed: 2023] [added: 2024] proxy statement for our Annual Meeting of Shareholders, which is scheduled to be held on May [removed: 2, 2023.][added: 6, 2024.]

Our definitive [removed: 2023] [added: 2024] proxy statement for our Annual Meeting of Shareholders is expected to be filed with the SEC in March [removed: 2023] [added: 2024] (and, in any event, not later than 120 days after the close of our most recently completed fiscal year).

It shows the growth of a $100 investment on December 31, [removed: 2017,] [added: 2018,] including the reinvestment of all dividends.

[removed: ][added: ]

| Year-end Data | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

The table below sets forth the information with respect to purchases of our common stock made by or on behalf of us during the [removed: quarter] [added: three months] ended December 31, [removed: 2022.][added: 2023.]

| | | | | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Share [added: (c)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or [removed: Programs(c)] [added: Programs(d)] | | | | | | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| Employee transactions(b) | | | | | | [removed: 7,572] [added: —] | | | | | | $ | [removed: 150.44] [added: —] | | | | | N/A | | | | | | N/A | | |

| Employee transactions(b) | | | | | | [removed: 2] [added: 14,403] | | | | | | $ | [removed: 154.75] [added: 142.55] | | | | | N/A | | | | | | N/A | | |

(a)On [removed: September 23, 2019,] [added: March 8, 2023,] the Board of Directors authorized the repurchase of up to 120 million common shares from time to time, subject to market conditions and in accordance with our capital plans.

This authorization replaced the prior repurchase [removed: authorization and does not have an expiration date.][added: authorization.]

See [removed: “MD&A – Consolidated] [added: “Consolidated] Capital Resources and Liquidity” [added: under “MD&A”] for additional information regarding share repurchases.

[removed: (c)Share] [added: (d)Share] purchases under publicly announced programs are made pursuant to open market purchases, [removed: 10b5-1 plans,] [added: plans intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act,] privately negotiated transactions [removed: (including employee benefit plans)] or other purchases, including block trades, accelerated share repurchase programs or any combination of such methods as market conditions warrant and at prices we deem appropriate.

| American Express | | | | | | $ | 100.00 | | | | | $ | 132.52 | | | | | $ | 131.00 | | | | | $ | 179.32 | | | | | $ | 164.02 | | | | | $ | 211.08 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 131.47 | | | | | $ | 155.65 | | | | | $ | 200.29 | | | | | $ | 163.98 | | | | | $ | 207.04 | |

| S&P Financial Index | | | | | | $ | 100.00 | | | | | $ | 132.09 | | | | | $ | 129.77 | | | | | $ | 175.02 | | | | | $ | 156.52 | | | | | $ | 175.46 | |

| October 1-31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(a) | | | | | | 1,056,705 | | | | | | $ | 143.46 | | | | | 1,056,705 | | | | | | 103,744,000 | | |

| November 1-30, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(a) | | | | | | 3,923,088 | | | | | | $ | 158.36 | | | | | 3,923,088 | | | | | | 99,820,912 | | |

| December 1-31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(a) | | | | | | 740,155 | | | | | | $ | 171.63 | | | | | 740,155 | | | | | | 99,080,757 | | |

| Repurchase program(a) | | | | | | 5,719,948 | | | | | | $ | 157.33 | | | | | 5,719,948 | | | | | | 99,080,757 | | |

| Employee transactions(b) | | | | | | 14,403 | | | | | | $ | 142.55 | | | | | N/A | | | | | | N/A | | |

(c)The average price paid per share does not reflect costs and taxes associated with the purchase of shares.

| American Express | | | | | | $ | 100.00 | | | | | $ | 97.37 | | | | | $ | 129.04 | | | | | $ | 127.55 | | | | | $ | 174.60 | | | | | $ | 159.71 | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 95.61 | | | | | $ | 125.70 | | | | | $ | 148.81 | | | | | $ | 191.48 | | | | | $ | 156.77 | |

| S&P Financial Index | | | | | | $ | 100.00 | | | | | $ | 86.96 | | | | | $ | 114.87 | | | | | $ | 112.85 | | | | | $ | 152.20 | | | | | $ | 136.11 | |

| October 1-31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(a) | | | | | | — | | | | | | $ | — | | | | | — | | | | | | 40,583,942 | | |

| November 1-30, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(a) | | | | | | 3,228,300 | | | | | | $ | 152.38 | | | | | 3,228,300 | | | | | | 37,355,642 | | |

| December 1-31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(a) | | | | | | 941,184 | | | | | | $ | 156.27 | | | | | 941,184 | | | | | | 36,414,458 | | |

| Repurchase program(a) | | | | | | 4,169,484 | | | | | | $ | 153.26 | | | | | 4,169,484 | | | | | | 36,414,458 | | |

| Employee transactions(b) | | | | | | 7,574 | | | | | | $ | 150.44 | | | | | N/A | | | | | | N/A | | |

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with [removed: GAAP,] [added: GAAP] and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Based on management’s assessment and those criteria, we conclude that, as of December 31, [removed: 2022,] [added: 2023,] our internal control over financial reporting is effective.

PricewaterhouseCoopers LLP, our independent registered public accounting firm, has issued an audit report appearing on the following page on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

We have audited the accompanying consolidated balance sheets of American Express Company and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The reserves for credit losses on Card Member loans was [removed: $3.7] [added: $5.1] billion as of December 31, [removed: 2022.][added: 2023.]

[removed: Professionals with specialized skill and knowledge] were used to assist in evaluating the appropriateness of management’s methodology and the reasonableness of certain qualitative reserves and certain significant assumptions, including the R&S Period and the loss rates used to estimate expected credit losses beyond the R&S Period.

The Membership Rewards liability was [removed: $12.8] [added: $13.7] billion as of December 31, [removed: 2022.][added: 2023.]

The weighted average cost (WAC) per point and the Ultimate Redemption Rate (URR) are [added: the] key assumptions used to estimate the liability.

| [CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i4140b7384f144babad4af1bf077b1b06_118)] [added: STATEMENTS](#i574ddf956d89414c96ab067c36782b56_163)] | | | PAGE | | |

| [Consolidated Statements of Income – For the Years Ended December 31, [removed: 20](#i4140b7384f144babad4af1bf077b1b06_118)[2](#i4140b7384f144babad4af1bf077b1b06_118)[2](#i4140b7384f144babad4af1bf077b1b06_118)[, 20](#i4140b7384f144babad4af1bf077b1b06_118)[2](#i4140b7384f144babad4af1bf077b1b06_118)[1](#i4140b7384f144babad4af1bf077b1b06_118) [and 20](#i4140b7384f144babad4af1bf077b1b06_118)20] [added: 2023, 2022 and 2021](#i574ddf956d89414c96ab067c36782b56_163)] | | | [removed: [93](#i4140b7384f144babad4af1bf077b1b06_118)] [added: [94](#i574ddf956d89414c96ab067c36782b56_163)] | | |

| [Consolidated Statements of Comprehensive Income – For the Years Ended December 31, [removed: 20](#i4140b7384f144babad4af1bf077b1b06_121)[2](#i4140b7384f144babad4af1bf077b1b06_121)[2](#i4140b7384f144babad4af1bf077b1b06_121)[, 20](#i4140b7384f144babad4af1bf077b1b06_121)[2](#i4140b7384f144babad4af1bf077b1b06_121)[1](#i4140b7384f144babad4af1bf077b1b06_121) [and 20](#i4140b7384f144babad4af1bf077b1b06_121)20] [added: 2023, 2022 and 2021](#i574ddf956d89414c96ab067c36782b56_166)] | | | [removed: [94](#i4140b7384f144babad4af1bf077b1b06_121)] [added: [95](#i574ddf956d89414c96ab067c36782b56_166)] | | |

| [Consolidated Balance Sheets – December 31, [removed: 20](#i4140b7384f144babad4af1bf077b1b06_124)[2](#i4140b7384f144babad4af1bf077b1b06_124)[2](#i4140b7384f144babad4af1bf077b1b06_124) [and 20](#i4140b7384f144babad4af1bf077b1b06_124)21] [added: 2023 and 2022](#i574ddf956d89414c96ab067c36782b56_169)] | | | [removed: [95](#i4140b7384f144babad4af1bf077b1b06_124)] [added: [96](#i574ddf956d89414c96ab067c36782b56_169)] | | |

| [Consolidated Statements of Cash Flows – For the Years Ended December 31, [removed: 20](#i4140b7384f144babad4af1bf077b1b06_130)[2](#i4140b7384f144babad4af1bf077b1b06_130)[2](#i4140b7384f144babad4af1bf077b1b06_130)[, 20](#i4140b7384f144babad4af1bf077b1b06_130)[2](#i4140b7384f144babad4af1bf077b1b06_130)[1](#i4140b7384f144babad4af1bf077b1b06_130) [and 20](#i4140b7384f144babad4af1bf077b1b06_130)20] [added: 2023, 2022 and 2021](#i574ddf956d89414c96ab067c36782b56_175)] | | | [removed: [96](#i4140b7384f144babad4af1bf077b1b06_130)] [added: [97](#i574ddf956d89414c96ab067c36782b56_175)] | | |

| [Consolidated Statements of Shareholders’ Equity – For the Years Ended December 31, [removed: 202](#i4140b7384f144babad4af1bf077b1b06_133)[2](#i4140b7384f144babad4af1bf077b1b06_133)[, 202](#i4140b7384f144babad4af1bf077b1b06_133)[1](#i4140b7384f144babad4af1bf077b1b06_133) [and 20](#i4140b7384f144babad4af1bf077b1b06_133)[20](#i4140b7384f144babad4af1bf077b1b06_133)] [added: 2023, 2022 and 2021](#i574ddf956d89414c96ab067c36782b56_178)] | | | [removed: [97](#i4140b7384f144babad4af1bf077b1b06_133)] [added: [98](#i574ddf956d89414c96ab067c36782b56_178)] | | |

| [NOTES TO CONSOLIDATED FINANCIAL [removed: STATEMENTS](#i4140b7384f144babad4af1bf077b1b06_136)] [added: STATEMENTS](#i574ddf956d89414c96ab067c36782b56_181)] | | | [removed: [98](#i4140b7384f144babad4af1bf077b1b06_136)] [added: [99](#i574ddf956d89414c96ab067c36782b56_181)] | | |

| [Note 1 – Summary of Significant Accounting [removed: Policies](#i4140b7384f144babad4af1bf077b1b06_139)] [added: Policies](#i574ddf956d89414c96ab067c36782b56_184)] | | | [removed: [98](#i4140b7384f144babad4af1bf077b1b06_139)] [added: [99](#i574ddf956d89414c96ab067c36782b56_184)] | | |

| [Note 2 – Loans and Card Member [removed: Receivables](#i4140b7384f144babad4af1bf077b1b06_142)] [added: Receivables](#i574ddf956d89414c96ab067c36782b56_187)] | | | [removed: [104](#i4140b7384f144babad4af1bf077b1b06_142)] [added: [105](#i574ddf956d89414c96ab067c36782b56_187)] | | |

| [Note 3 – Reserves for Credit [removed: Losses](#i4140b7384f144babad4af1bf077b1b06_145)] [added: Losses](#i574ddf956d89414c96ab067c36782b56_190)] | | | [removed: [112](#i4140b7384f144babad4af1bf077b1b06_145)] [added: [113](#i574ddf956d89414c96ab067c36782b56_190)] | | |

| [Note [removed: 1](#i4140b7384f144babad4af1bf077b1b06_166)[0](#i4140b7384f144babad4af1bf077b1b06_166)] [added: 1](#i574ddf956d89414c96ab067c36782b56_211)[0](#i574ddf956d89414c96ab067c36782b56_211)] [– [removed: Stock](#i4140b7384f144babad4af1bf077b1b06_166)[\-Based Compensation](#i4140b7384f144babad4af1bf077b1b06_166)] [added: Stock](#i574ddf956d89414c96ab067c36782b56_211)[\-Based Compensation](#i574ddf956d89414c96ab067c36782b56_211)] | | | [removed: [125](#i4140b7384f144babad4af1bf077b1b06_166)] [added: [126](#i574ddf956d89414c96ab067c36782b56_211)] | | |

| [Note [removed: 1](#i4140b7384f144babad4af1bf077b1b06_175)[2](#i4140b7384f144babad4af1bf077b1b06_175)] [added: 1](#i574ddf956d89414c96ab067c36782b56_220)[2](#i574ddf956d89414c96ab067c36782b56_220)] [– Contingencies and [removed: Commitments](#i4140b7384f144babad4af1bf077b1b06_175)] [added: Commitments](#i574ddf956d89414c96ab067c36782b56_220)] | | | [removed: [128](#i4140b7384f144babad4af1bf077b1b06_175)] [added: [129](#i574ddf956d89414c96ab067c36782b56_220)] | | |

| [Note [removed: 1](#i4140b7384f144babad4af1bf077b1b06_178)[3](#i4140b7384f144babad4af1bf077b1b06_178)] [added: 1](#i574ddf956d89414c96ab067c36782b56_223)[3](#i574ddf956d89414c96ab067c36782b56_223)] [– Derivatives and Hedging [removed: Activities](#i4140b7384f144babad4af1bf077b1b06_178)] [added: Activities](#i574ddf956d89414c96ab067c36782b56_223)] | | | [removed: [131](#i4140b7384f144babad4af1bf077b1b06_178)] [added: [132](#i574ddf956d89414c96ab067c36782b56_223)] | | |

| [Note [removed: 1](#i4140b7384f144babad4af1bf077b1b06_187)[6](#i4140b7384f144babad4af1bf077b1b06_187)] [added: 1](#i574ddf956d89414c96ab067c36782b56_232)[6](#i574ddf956d89414c96ab067c36782b56_232)] [– Common and Preferred [removed: Shares](#i4140b7384f144babad4af1bf077b1b06_187)] [added: Shares](#i574ddf956d89414c96ab067c36782b56_232)] | | | [removed: [139](#i4140b7384f144babad4af1bf077b1b06_187)] [added: [140](#i574ddf956d89414c96ab067c36782b56_232)] | | |

| [Note 17 – Changes in Accumulated Other Comprehensive [removed: Income](#i4140b7384f144babad4af1bf077b1b06_193) [(Loss)](#i4140b7384f144babad4af1bf077b1b06_193)] [added: Income](#i574ddf956d89414c96ab067c36782b56_238) [(Loss)](#i574ddf956d89414c96ab067c36782b56_238)] | | | [removed: [141](#i4140b7384f144babad4af1bf077b1b06_193)] [added: [142](#i574ddf956d89414c96ab067c36782b56_238)] | | |

| [Note 18 [removed: –](#i4140b7384f144babad4af1bf077b1b06_196) [Service](#i4140b7384f144babad4af1bf077b1b06_196) [Fees and](#i4140b7384f144babad4af1bf077b1b06_196) [Other Revenue](#i4140b7384f144babad4af1bf077b1b06_196) [and] [added: – Service Fees and] Other [removed: Expenses](#i4140b7384f144babad4af1bf077b1b06_196)] [added: Revenue and Other Expenses](#i574ddf956d89414c96ab067c36782b56_241)] | | | [removed: [142](#i4140b7384f144babad4af1bf077b1b06_196)] [added: [143](#i574ddf956d89414c96ab067c36782b56_241)] | | |

| [Note 21 – Earnings Per Common [removed: Share](#i4140b7384f144babad4af1bf077b1b06_208) [(EPS)](#i4140b7384f144babad4af1bf077b1b06_208)] [added: Share](#i574ddf956d89414c96ab067c36782b56_253) [(EPS)](#i574ddf956d89414c96ab067c36782b56_253)] | | | [removed: [146](#i4140b7384f144babad4af1bf077b1b06_208)] [added: [147](#i574ddf956d89414c96ab067c36782b56_253)] | | |

| [Note [removed: 2](#i4140b7384f144babad4af1bf077b1b06_211)[2](#i4140b7384f144babad4af1bf077b1b06_211)] [added: 2](#i574ddf956d89414c96ab067c36782b56_256)[2](#i574ddf956d89414c96ab067c36782b56_256)] [– Regulatory Matters and Capital [removed: Adequacy](#i4140b7384f144babad4af1bf077b1b06_211)] [added: Adequacy](#i574ddf956d89414c96ab067c36782b56_256)] | | | [removed: [147](#i4140b7384f144babad4af1bf077b1b06_211)] [added: [148](#i574ddf956d89414c96ab067c36782b56_256)] | | |

| [Note [removed: 2](#i4140b7384f144babad4af1bf077b1b06_214)[3](#i4140b7384f144babad4af1bf077b1b06_214)] [added: 2](#i574ddf956d89414c96ab067c36782b56_259)[3](#i574ddf956d89414c96ab067c36782b56_259)] [– Significant Credit [removed: Concentrations](#i4140b7384f144babad4af1bf077b1b06_214)] [added: Concentrations](#i574ddf956d89414c96ab067c36782b56_259)] | | | [removed: [149](#i4140b7384f144babad4af1bf077b1b06_214)] [added: [150](#i574ddf956d89414c96ab067c36782b56_259)] | | |

| [Note [removed: 2](#i4140b7384f144babad4af1bf077b1b06_217)[4](#i4140b7384f144babad4af1bf077b1b06_217)] [added: 2](#i574ddf956d89414c96ab067c36782b56_262)[4](#i574ddf956d89414c96ab067c36782b56_262)] [– Reportable Operating Segments and Geographic [removed: Operations](#i4140b7384f144babad4af1bf077b1b06_217)] [added: Operations](#i574ddf956d89414c96ab067c36782b56_262)] | | | [removed: [150](#i4140b7384f144babad4af1bf077b1b06_217)] [added: [151](#i574ddf956d89414c96ab067c36782b56_262)] | | |

| Year Ended December 31 *(Millions, except per share amounts)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Discount revenue | | | | | | $ | [removed: 30,739] [added: 33,416] | | | | | $ | [removed: 24,563] [added: 30,739] | | | | | $ | [removed: 19,435] [added: 24,563] | |

| Net card fees | | | | | | [removed: 6,070] [added: 7,255] | | | | | | [removed: 5,195] [added: 6,070] | | | | | | [removed: 4,664] [added: 5,195] | | |

| Service fees and other revenue | | | | | | [removed: 4,521] [added: 5,005] | | | | | | [removed: 3,316] [added: 4,521] | | | | | | [removed: 2,702] [added: 3,316] | | |

| Processed revenue | | | | | | [removed: 1,637] [added: 1,705] | | | | | | [removed: 1,556] [added: 1,637] | | | | | | [removed: 1,301] [added: 1,556] | | |

| Total non-interest revenues | | | | | | [removed: 42,967] [added: 47,381] | | | | | | [removed: 34,630] [added: 42,967] | | | | | | [removed: 28,102] [added: 34,630] | | |

| Interest on loans | | | | | | [removed: 11,967] [added: 17,697] | | | | | | [removed: 8,850] [added: 11,967] | | | | | | [removed: 9,779] [added: 8,850] | | |

| Interest and dividends on investment securities | | | | | | [removed: 96] [added: 128] | | | | | | [removed: 83] [added: 96] | | | | | | [removed: 127] [added: 83] | | |

Professionals with specialized skill and knowledge

February 9, 2024

| [Note](#i574ddf956d89414c96ab067c36782b56_193) [4](#i574ddf956d89414c96ab067c36782b56_193) [– Investment Securities](#i574ddf956d89414c96ab067c36782b56_193) | | | [116](#i574ddf956d89414c96ab067c36782b56_193) | | |

| [Note](#i574ddf956d89414c96ab067c36782b56_196) [5](#i574ddf956d89414c96ab067c36782b56_196) [– Asset Securitizations](#i574ddf956d89414c96ab067c36782b56_196) | | | [118](#i574ddf956d89414c96ab067c36782b56_196) | | |

| [Note](#i574ddf956d89414c96ab067c36782b56_199) [6](#i574ddf956d89414c96ab067c36782b56_199) [– Other Assets](#i574ddf956d89414c96ab067c36782b56_199) | | | [119](#i574ddf956d89414c96ab067c36782b56_199) | | |

| [Note](#i574ddf956d89414c96ab067c36782b56_202) [7](#i574ddf956d89414c96ab067c36782b56_202) [– Customer Deposits](#i574ddf956d89414c96ab067c36782b56_202) | | | [121](#i574ddf956d89414c96ab067c36782b56_202) | | |

| [Note](#i574ddf956d89414c96ab067c36782b56_205) [8](#i574ddf956d89414c96ab067c36782b56_205) [– Debt](#i574ddf956d89414c96ab067c36782b56_205) | | | [122](#i574ddf956d89414c96ab067c36782b56_205) | | |

| [Note](#i574ddf956d89414c96ab067c36782b56_208) [9](#i574ddf956d89414c96ab067c36782b56_208) [– Other Liabilities](#i574ddf956d89414c96ab067c36782b56_208) | | | [125](#i574ddf956d89414c96ab067c36782b56_208) | | |

| [Note 1](#i574ddf956d89414c96ab067c36782b56_217)[1](#i574ddf956d89414c96ab067c36782b56_217) [– Retirement Plans](#i574ddf956d89414c96ab067c36782b56_217) | | | [128](#i574ddf956d89414c96ab067c36782b56_217) | | |

| [Note 1](#i574ddf956d89414c96ab067c36782b56_226)[4](#i574ddf956d89414c96ab067c36782b56_226) [– Fair Values](#i574ddf956d89414c96ab067c36782b56_226) | | | [135](#i574ddf956d89414c96ab067c36782b56_226) | | |

| [Note 1](#i574ddf956d89414c96ab067c36782b56_229)[5](#i574ddf956d89414c96ab067c36782b56_229) [– Guarantees](#i574ddf956d89414c96ab067c36782b56_229) | | | [140](#i574ddf956d89414c96ab067c36782b56_229) | | |

| [Note](#i574ddf956d89414c96ab067c36782b56_244) [19](#i574ddf956d89414c96ab067c36782b56_244) [– Restructuring](#i574ddf956d89414c96ab067c36782b56_244) | | | [143](#i574ddf956d89414c96ab067c36782b56_244) | | |

| [Note 2](#i574ddf956d89414c96ab067c36782b56_247)[0](#i574ddf956d89414c96ab067c36782b56_247) [– Income Taxes](#i574ddf956d89414c96ab067c36782b56_247) | | | [144](#i574ddf956d89414c96ab067c36782b56_247) | | |

| [Note 2](#i574ddf956d89414c96ab067c36782b56_265)[5](#i574ddf956d89414c96ab067c36782b56_265) [– Parent Company](#i574ddf956d89414c96ab067c36782b56_265) | | | [154](#i574ddf956d89414c96ab067c36782b56_265) | | |

| Total cash and cash equivalents (includes restricted cash: 2023, $514; 2022, $544) | | | | | | 46,596 | | | | | | 33,914 | | |

| Sale of investments | | | | | | 2 | | | | | | 26 | | | | | | 62 | | |

(b)Excludes an increase of $117 million related to non-cash activity during 2023.

Net income taxes paid during 2023, 2022 and 2021 were $3.3 billion, $3.0 billion and $1.6 billion, respectively, and interest paid primarily related to Debt and Customer deposits for the same periods were $6.4 billion, $2.2 billion and $1.1 billion, respectively.

| Net income | | | | | | 8,374 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,374 | | |

| Other comprehensive income | | | | | | 138 | | | | | | — | | | | | | — | | | | | | — | | | | | | 138 | | | | | | — | | |

| Repurchase of common shares | | | | | | (3,519) | | | | | | — | | | | | | (4) | | | | | | (334) | | | | | | — | | | | | | (3,181) | | |

| Balances as of December 31, 2023 | | | | | | $ | 28,057 | | | | | $ | — | | | | | $ | 145 | | | | | $ | 11,372 | | | | | $ | (3,072) | | | | | $ | 19,612 | |

In the fourth quarter of 2023, we changed our annual impairment assessment date to November 1 for all reporting units.

The change in the annual testing date for goodwill impairment is considered a change in accounting principle, which we believe is preferable as the new date better aligns with our long-term planning and forecasting process.

We have determined that it is impracticable to objectively determine projected cash flows and related valuation estimates that would have been used as of each November 1 of the prior reporting periods without the use of hindsight.

As such, we prospectively applied the change in annual goodwill impairment testing date beginning November 1, 2023.

The change in assessment date did not delay, accelerate or avoid a potential impairment charge.

During the year ended December 31, 2023, we performed assessments for each reporting unit in connection with our annual goodwill impairment evaluation as of both June 30, 2023 and November 1, 2023, in accordance with the change in goodwill impairment testing date.

Effective January 1, 2023, we adopted new accounting guidance on troubled debt restructurings (TDR) and vintage disclosures on a prospective basis.

The implementation did not have a material impact to our Consolidated Financial Statements.

In March 2023, the Financial Accounting Standards Board issued updated accounting guidance to allow the proportional amortization method (PAM) to be applied to tax credit structures beyond low-income housing tax credit (LIHTC) investments.

Having implemented PAM in relation to LIHTC investments in January 2021, we early adopted the updated guidance with respect to other qualifying investments in the fourth quarter of 2023.

The impact of this change is immaterial to our Consolidated Financial Statements, therefore we implemented the updated guidance on a prospective basis.

The updated guidance requires enhanced disclosures for significant expenses by reportable operating segment.

Significant expense categories and amounts are those regularly provided to the chief operating decision maker (CODM) and included in the measure of a segment’s profit or loss.

The updated guidance will also require us to disclose the title and position of our CODM, including an explanation of how our CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

We plan to adopt the new standard for the annual reporting period beginning January 1, 2024, and for interim periods beginning January 1, 2025.

In December 2023, the Financial Accounting Standards Board issued updated accounting guidance on Disclosures for Income Taxes, effective January 1, 2025, with early adoption permitted.

The updated guidance requires additional disclosure and disaggregated information in the Income Tax Rate reconciliation using both percentages and reporting currency amounts, with additional qualitative explanations of individually significant reconciling items.

The updated guidance also requires disclosure of the amount of income taxes paid (net of refunds received) disaggregated by jurisdictional categories (federal (national), state and foreign).

*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for credit losses on certain financial instruments in 2020.

February 10, 2023

| [Note](#i4140b7384f144babad4af1bf077b1b06_148) [4](#i4140b7384f144babad4af1bf077b1b06_148) [– Investment Securities](#i4140b7384f144babad4af1bf077b1b06_148) | | | [115](#i4140b7384f144babad4af1bf077b1b06_148) | | |

| [Note](#i4140b7384f144babad4af1bf077b1b06_151) [5](#i4140b7384f144babad4af1bf077b1b06_151) [– Asset Securitizations](#i4140b7384f144babad4af1bf077b1b06_151) | | | [117](#i4140b7384f144babad4af1bf077b1b06_151) | | |

| [Note](#i4140b7384f144babad4af1bf077b1b06_154) [6](#i4140b7384f144babad4af1bf077b1b06_154) [– Other Assets](#i4140b7384f144babad4af1bf077b1b06_154) | | | [118](#i4140b7384f144babad4af1bf077b1b06_154) | | |

| [Note](#i4140b7384f144babad4af1bf077b1b06_157) [7](#i4140b7384f144babad4af1bf077b1b06_157) [– Customer Deposits](#i4140b7384f144babad4af1bf077b1b06_157) | | | [120](#i4140b7384f144babad4af1bf077b1b06_157) | | |

| [Note](#i4140b7384f144babad4af1bf077b1b06_160) [8](#i4140b7384f144babad4af1bf077b1b06_160) [– Debt](#i4140b7384f144babad4af1bf077b1b06_160) | | | [121](#i4140b7384f144babad4af1bf077b1b06_160) | | |

| [Note](#i4140b7384f144babad4af1bf077b1b06_163) [9](#i4140b7384f144babad4af1bf077b1b06_163) [– Other Liabilities](#i4140b7384f144babad4af1bf077b1b06_163) | | | [124](#i4140b7384f144babad4af1bf077b1b06_163) | | |

| [Note 1](#i4140b7384f144babad4af1bf077b1b06_172)[1](#i4140b7384f144babad4af1bf077b1b06_172) [– Retirement Plans](#i4140b7384f144babad4af1bf077b1b06_172) | | | [127](#i4140b7384f144babad4af1bf077b1b06_172) | | |

| [Note 1](#i4140b7384f144babad4af1bf077b1b06_181)[4](#i4140b7384f144babad4af1bf077b1b06_181) [– Fair Values](#i4140b7384f144babad4af1bf077b1b06_181) | | | [134](#i4140b7384f144babad4af1bf077b1b06_181) | | |

| [Note 1](#i4140b7384f144babad4af1bf077b1b06_184)[5](#i4140b7384f144babad4af1bf077b1b06_184) [– Guarantees](#i4140b7384f144babad4af1bf077b1b06_184) | | | [139](#i4140b7384f144babad4af1bf077b1b06_184) | | |

| [Note](#i4140b7384f144babad4af1bf077b1b06_199) [19](#i4140b7384f144babad4af1bf077b1b06_199) [– Restructuring](#i4140b7384f144babad4af1bf077b1b06_199) | | | [142](#i4140b7384f144babad4af1bf077b1b06_199) | | |

| [Note 2](#i4140b7384f144babad4af1bf077b1b06_202)[0](#i4140b7384f144babad4af1bf077b1b06_202) [– Income Taxes](#i4140b7384f144babad4af1bf077b1b06_202) | | | [143](#i4140b7384f144babad4af1bf077b1b06_202) | | |

| [Note 2](#i4140b7384f144babad4af1bf077b1b06_220)[5](#i4140b7384f144babad4af1bf077b1b06_220) [– Parent Company](#i4140b7384f144babad4af1bf077b1b06_220) | | | [153](#i4140b7384f144babad4af1bf077b1b06_220) | | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Sale of investment securities | | | | | | 26 | | | | | | 62 | | | | | | 69 | | |

| Other investing activities | | | | | | — | | | | | | — | | | | | | 135 | | |

Supplemental cash flow information

| Cash and cash equivalents per Consolidated Balance Sheets | | | | | | $ | 33,914 | | | | | $ | 22,028 | | | | | $ | 32,965 | |

| Restricted balances included in Cash and cash equivalents | | | | | | 544 | | | | | | 525 | | | | | | 606 | | |

| Total cash and cash equivalents, excluding restricted balances | | | | | | $ | 33,370 | | | | | $ | 21,503 | | | | | $ | 32,359 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances as of December 31, 2019 | | | | | | $ | 23,071 | | | | | $ | — | | | | | $ | 163 | | | | | $ | 11,774 | | | | | $ | (2,737) | | | | | $ | 13,871 | |

| Cumulative effect of change in accounting principle - Reserve for Credit Losses (a) | | | | | | (882) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (882) | | |

| Repurchase of common shares | | | | | | (875) | | | | | | — | | | | | | (2) | | | | | | (105) | | | | | | — | | | | | | (768) | | |

| Other comprehensive loss | | | | | | (265) | | | | | | — | | | | | | — | | | | | | — | | | | | | (265) | | | | | | — | | |

| Cash dividends declared common, $2.08 per share | | | | | | (1,568) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,568) | | |

(a)Represents $1,170 million, net of tax of $288 million, related to the impact as of January 1, 2020 of adopting the Current Expected Credit Loss (CECL) methodology for the recognition of credit losses on certain financial instruments.

Our principal products and services are credit and charge card products, along with travel and lifestyle related services, offered to consumers and businesses around the world.

Beginning with the quarter ending March 31, 2023, our financial statements will reflect the adoption of this standard on a prospective basis.

Effective January 1, 2020, we adopted the new credit reserving methodology, applicable to certain financial instruments, known as the Current Expected Credit Loss (CECL) methodology resulting in an increase in the reserves for total loans and receivables credit losses on adoption, which was recorded under a modified retrospective transition with an offset to the opening balance of retained earnings.

Refer to Note 3 for how management estimates reserves for credit losses in accordance with the CECL methodology.

(b)Other loans represent consumer and commercial non-card financing products, and Small Business Administration Paycheck Protection Program (PPP) loans.

There were $7 million and $36 million of gross PPP loans outstanding as of December 31, 2022 and 2021, respectively.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Consumer | | | | | | $ | 69,960 | | | | | $ | 158 | | | | | $ | 112 | | | | | $ | 237 | | | | | $ | 70,467 | |

| Consumer | | | | | | 22,279 | | | | | | 41 | | | | | | 24 | | | | | | 48 | | | | | | 22,392 | | |

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 [removed: 2022] [added: 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, [removed: 2022] [added: 2023] are set forth in “Financial Statements and Supplementary Data.”

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.

Not applicable.

We expect to file with the SEC in March [removed: 2023] [added: 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 [removed: 2, 2023,] [added: 6, 2024,] which involves the election of directors.

- Information included under the caption “Executive Compensation” [added: (other than information included under the subcaption “Pay versus Performance”)]

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” [removed: in this Report.][added: under “Business.”]

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

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 [removed: 2, 2023,] [added: 6, 2024,] is incorporated herein by reference.

Exhibits numbered 10.1 through [removed: 10.32] [added: 10.27] are management contracts or compensatory plans or arrangements.

| | | | 3.1 | | | [removed: [Company's] [added: [Company](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm)[’](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm)[s] Amended and Restated Certificate of [removed: Incorporation](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm)[,](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm) [as] [added: Incorporation, as] amended through April 20, 2022 (incorporated by reference to Exhibit 3.1 of the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm)[’](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm)[s] Quarterly Report on Form 10-Q (Commission File No. 1-7657) for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/4962/000000496222000028/axpq122ex31.htm) | | |

| | | | 3.2 | | | [removed: [Company's] [added: [Company](https://www.sec.gov/Archives/edgar/data/4962/000000496222000054/axpq322ex31.htm)[’](https://www.sec.gov/Archives/edgar/data/4962/000000496222000054/axpq322ex31.htm)[s] By-Laws, as amended through October 19, 2022 (incorporated by reference to Exhibit 3.1 of the [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/4962/000000496222000054/axpq322ex31.htm)[’](https://www.sec.gov/Archives/edgar/data/4962/000000496222000054/axpq322ex31.htm)[s] Quarterly Report on Form 10-Q (Commission File No. 1-7657) for the quarter ended September 30, 2022).](https://www.sec.gov/Archives/edgar/data/4962/000000496222000054/axpq322ex31.htm) | | |

| | | | 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 [removed: Company's] [added: Company](https://www.sec.gov/Archives/edgar/data/4962/000000496221000013/axp-20201231exx42.htm)[’](https://www.sec.gov/Archives/edgar/data/4962/000000496221000013/axp-20201231exx42.htm)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2020).](https://www.sec.gov/Archives/edgar/data/4962/000000496221000013/axp-20201231exx42.htm) | | |

| [removed: *] | | | 10.1 | | | [American Express Company Deferred Compensation Plan for Directors and Advisors, as amended and restated effective January 1, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/4962/000000496223000006/axp-20221231exx101.htm)] [added: 2023](https://www.sec.gov/Archives/edgar/data/4962/000000496223000006/axp-20221231exx101.htm) [](https://www.sec.gov/Archives/edgar/data/4962/000000496223000006/axp-20221231exx101.htm)[(incorporated by reference to Exhibit](https://www.sec.gov/Archives/edgar/data/4962/000000496223000006/axp-20221231exx101.htm) [10.1](https://www.sec.gov/Archives/edgar/data/4962/000000496223000006/axp-20221231exx101.htm) [of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2022).](https://www.sec.gov/Archives/edgar/data/4962/000000496223000006/axp-20221231exx101.htm)] | | |

| | | | 10.2 | | | [American Express Company 2007 Pay-for-Performance Deferral Program Document (incorporated by reference to Exhibit 10.1 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000110465906077507/a06-24422_1ex10d1.htm)[’](http://www.sec.gov/Archives/edgar/data/4962/000110465906077507/a06-24422_1ex10d1.htm)[s] Current Report on Form 8-K (Commission File No. 1-7657), dated November 20, 2006 (filed November 22, 2006)).](http://www.sec.gov/Archives/edgar/data/4962/000110465906077507/a06-24422_1ex10d1.htm) | | |

| | | | 10.3 | | | [Description of amendments to 1994–2006 Pay-for-Performance Deferral Programs (incorporated by reference to Exhibit 10.13 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w13.htm)[’](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w13.htm)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2006).](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w13.htm) | | |

| | | | 10.4 | | | [American Express Company 2006 Pay-for-Performance Deferral Program Guide (incorporated by reference to Exhibit 10.1 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000104746905027377/a2165438zex-10_1.txt)[’](http://www.sec.gov/Archives/edgar/data/4962/000104746905027377/a2165438zex-10_1.txt)[s] Current Report on Form 8-K (Commission File No. 1-7657), dated November 21, 2005 (filed November 23, 2005)).](http://www.sec.gov/Archives/edgar/data/4962/000104746905027377/a2165438zex-10_1.txt) | | |

| | | | 10.5 | | | [American Express Company 2005 Pay-for-Performance Deferral Program Guide (incorporated by reference to Exhibit 10.10 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000095012305002932/y06418exv10w10.txt)[’](http://www.sec.gov/Archives/edgar/data/4962/000095012305002932/y06418exv10w10.txt)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2004).](http://www.sec.gov/Archives/edgar/data/4962/000095012305002932/y06418exv10w10.txt) | | |

| | | | 10.6 | | | [Description of American Express Company Pay-for-Performance Deferral Program (incorporated by reference to Exhibit 10.2 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000000496205000043/ex10_2pfpdp.txt)[’](http://www.sec.gov/Archives/edgar/data/4962/000000496205000043/ex10_2pfpdp.txt)[s] Current Report on Form 8-K (Commission File No. 1-7657), dated November 22, 2004 (filed January 28, 2005)).](http://www.sec.gov/Archives/edgar/data/4962/000000496205000043/ex10_2pfpdp.txt) | | |

| | | | 10.7 | | | [Amendment to the Pre-2008 Nonqualified Deferred Compensation Plans of American Express Company (incorporated by reference to Exhibit 10.19 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000119312509041008/dex1019.htm)[’](http://www.sec.gov/Archives/edgar/data/4962/000119312509041008/dex1019.htm)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 2008).](http://www.sec.gov/Archives/edgar/data/4962/000119312509041008/dex1019.htm) | | |

| | | | 10.8 | | | American Express [removed: Company Retirement Plan for Non-Employee Directors,] [added: Key Executive Life Insurance Plan,] as amended (incorporated by reference to Exhibit 10.12 of the [removed: Company's] [added: Company’s] Annual Report on Form 10-K (Commission File No. 1-7657) for the [added: fiscal] year ended December 31, [removed: 1988).] [added: 1991).] | | |

| | | | [removed: 10.9] [added: 10.11] | | | [removed: [Certificate of Amendment of the] [added: [Amendment to] American Express Company [removed: Retirement Plan for Non-Employee Directors dated March 21, 1996] [added: Key Executive Life Insurance Plan, effective as of January 1, 2011] (incorporated by reference to Exhibit [removed: 10.11] [added: 10.24] of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000095012311019072/y87970exv10w24.htm)[’](http://www.sec.gov/Archives/edgar/data/4962/000095012311019072/y87970exv10w24.htm)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, [removed: 1995).](http://www.sec.gov/Archives/edgar/data/4962/0000004962-96-000013.txt)] [added: 2010).](http://www.sec.gov/Archives/edgar/data/4962/000095012311019072/y87970exv10w24.htm)] | | |

| | | | 10.10 | | | [added: [Amendment to] American Express [added: Company] Key Executive Life Insurance Plan, [added: effective] as [removed: amended] [added: of January 22, 2007] (incorporated by reference to Exhibit [removed: 10.12] [added: 10.22] of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w22.htm)[’](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w22.htm)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the [removed: fiscal] year ended December 31, [removed: 1991).] [added: 2006).](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w22.htm)] | | |

| | | | [removed: 10.11] [added: 10.9] | | | [Amendment to American Express Company Key Executive Life Insurance Plan (incorporated by reference to Exhibit 10.3 of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/0000004962-94-000031.txt)[’](http://www.sec.gov/Archives/edgar/data/4962/0000004962-94-000031.txt)[s] Quarterly Report on Form 10-Q (Commission File No. 1-7657) for the quarter ended September 30, 1994).](http://www.sec.gov/Archives/edgar/data/4962/0000004962-94-000031.txt) | | |

| | | | [removed: 10.12] [added: 10.16] | | | [removed: [Amendment to] [added: [Amendments of (i) the] American Express [removed: Company] [added: Salary/Bonus Deferral Plan and (ii) the American Express] Key Executive Life Insurance [removed: Plan, effective as of January 22, 2007] [added: Plan] (incorporated by reference to Exhibit [removed: 10.22] [added: 10.37] of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/0000004962-98-000018.txt)[’](http://www.sec.gov/Archives/edgar/data/4962/0000004962-98-000018.txt)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, [removed: 2006).](http://www.sec.gov/Archives/edgar/data/4962/000095012307003020/y30921exv10w22.htm)] [added: 1997).](http://www.sec.gov/Archives/edgar/data/4962/0000004962-98-000018.txt)] | | |

| | | | [removed: 10.13] [added: 10.18] | | | [removed: [Amendment to American] [added: [American] Express Company [removed: Key Executive Life Insurance Plan, effective] [added: 2003 Share Equivalent Unit Plan for Directors,] as [removed: of] [added: amended and restated, effective] January 1, [removed: 2011] [added: 2015] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.38] of the [removed: Company's] [added: Company](http://www.sec.gov/Archives/edgar/data/4962/000119312516469798/d131774dex1038.htm)[’](http://www.sec.gov/Archives/edgar/data/4962/000119312516469798/d131774dex1038.htm)[s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, [removed: 2010).](http://www.sec.gov/Archives/edgar/data/4962/000095012311019072/y87970exv10w24.htm)] [added: 2015).](http://www.sec.gov/Archives/edgar/data/4962/000119312516469798/d131774dex1038.htm)] | | |

| | | | [removed: 10.14] [added: 10.12] | | | American Express Key Employee Charitable Award Program for Education (incorporated by reference to Exhibit 10.13 of the [removed: Company's] [added: Company’s] Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1990). | | |