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1、Annual Report2022iDEAR SHAREHOLDERS,American Express had an exceptional year in 2022,thanks to the dedication and ingenuity of our talented colleagues.Theirunwavering focus to deliver on our vision of providing the worlds best customer experience every day enabled us to continuebuilding long-lasting

2、 relationships and deepen engagement with our customers around the world.We entered the year with strong momentum,enabled by the strategic decisions we made to significantly invest in ourcolleagues,customers and brand,as well as pandemic recovery tailwinds.To build on that momentum,we introduced a n

3、ewgrowth plan in January 2022 with the aspiration to grow revenue and earnings over the long term at levels exceeding thealready strong growth rates we had delivered before the pandemic.In the first year of our growth plan,total revenues net of interest expense grew 25%to reach a company record of$5

4、2.9billion,and we produced EPS of$9.85,both exceeding the guidance we set at the start of the year of 18%to 20%revenuegrowth and EPS of$9.25 to$9.65 for 2022.As we entered 2023 with continued momentum across our businesses,American Express is a stronger company today thanbefore the pandemic,and I re

5、main confident that we have the right strategy and the right team in place to pursue our long-term growth aspirations.In reflecting on our teams outstanding performance,our success comes down to three important assets:our differentiatedbusiness model,our talented colleagues who power that model,and

6、our global premium customer base who are at the centerof everything we do.O Ou ur r D Di if ff fe er re en nt ti ia at te ed d B Bu us si in ne es ss s MMo od de el l a an nd d F Fr ra amme ew wo or rk k f fo or r WWi in nn ni in ng gOur business model is unique in the payments industry and provides

7、 a number of competitive advantages that,assembledtogether,are difficult for others to replicate.It is built on our leadership positions in the premium consumer and commercialpayments space;our integrated payments platform that connects and builds relationships with both buyers and sellers;ourmember

8、ship model that comprises a broad array of rich benefits;our global position;and our world-renowned brand.In order to most effectively optimize the advantages of our differentiated business model,when I became Chairman and CEOfive years ago,my leadership team and I established what we call our Frame

9、work for Winning,a strategic document thatfocuses the organization on a core set of values and priorities that are most important for us to win in the marketplace.TheFramework clearly defines our vision and mission,as well as our most critical business imperatives and how we plan toachieve them.Just

10、 as important to setting out what we want to achieve,the Framework also articulates how we want toachieve our goals,including the leadership behaviors we expect and the core values that are the foundation of all that we do.This Framework has served as our architecture for running the company,and it

11、evolves as we identify ways to build on ourmomentum and strengthen our culture.As we mark the end of the fifth year since establishing our Framework,I am proud of the progress we have made across eachof our strategic imperatives,leading to the exceptional results we delivered in 2022.We have strengt

12、hened our leadership with premium consumers and in the commercial payments space as a result ofdecisions we made before and during the pandemic to take care of our customers and invest in growth opportunities.Weenhanced our consumer value propositions by building out the lifestyle and experiential a

13、spects of our products to attract abroader range of consumers.We also expanded the payment and cash flow solutions we offer small and medium sizeenterprises to help them grow their businesses.And we invested in growing and strengthening our global merchant network.The results we saw in 2022 demonstr

14、ate that our investment in these areas is working.We saw strong momentum in bringingin new customers to the franchise across our consumer and commercial businesses,with proprietary new card acquisitionsreaching a record 12.5 million,including record acquisitions of our U.S.Consumer Platinum and Gold

15、 cards and U.S.BusinessPlatinum card.Our investments to broaden the lifestyle and experiential aspects of our membership model continued toresonate with younger consumers.In particular,Millennial and Gen Z customers,who are our fastest growing customer cohortin terms of both new account acquisitions

16、 and card spending,comprised over 60%of our new consumer proprietary accountsglobally.Customer retention remained at high levels,and engagement continued to be strong,with overall Card Memberspending increasing 25%(FX-adjusted)for the full year.Across our portfolios,credit performance also continued

17、 to bestrong,with delinquencies and net write-offs remaining below pre-pandemic levels through the year.We also strengthened our global,integrated network,which underpins our products and services and is a unique differentiatorin the payments space.We maintained virtual parity coverage in the United

18、 States,while significantly increasing our coverageoutside the U.S.We also further modernized our network,which has enabled us to introduce new products,including our first-ever consumer digital checking product,as well as launching capabilities that enable fintechs and partners to more seamlesslywo

19、rk with our network.iiiAnother key asset for American Express is our global position.Before the pandemic,our international consumer andcommercial card issuing businesses were among our fastest growing segments.To accelerate our growth and build scaleoutside the U.S.,we established our new Internatio

20、nal Card Services Group in 2022,bringing together the internationalconsumer and small business card issuing businesses under a unified team.T Th he e P Po ow we er r o of f T Te ea amm A Amme ex xOur success in executing against our strategic priorities has been and will continue to be powered by ou

21、r more than 77,000colleagues around the world.They are the heart and soul of our organization,and they work with commitment and passion todeliver on our vision.That is why we consider the most important part of our Framework for Winning our priority to attract,develop and engage thebest colleagues n

22、ot just in our own sector but across all industries who live our Blue Box Values.Our Blue Box Values define what we stand for and guide how we operate.They reinforce our focus on backing our customers,our respect for each other,our commitments to embracing diversity and standing for equity and inclu

23、sion,and mostimportantly,doing what is right.To back our colleagues,we continued to invest in them in 2022,building on the wide range of learning and developmentopportunities and enhancing our competitive benefits in key areas,including holistic health and wellness,total compensation,and flexibility

24、.As a result,90%of our colleagues said in a recent survey that the benefits and programs offered by AmericanExpress support their well-being,and 92%would recommend our company as a great place to work.Additionally,89%ofcolleagues said they have a feeling of belonging at American Express,an increase

25、from the prior year.We were pleased to achieve our results in a year in which we all transitioned to our new way of working.In planning our returnto our offices after the pandemic,we wanted to retain the best of what we learned working virtually while also recapturing thebenefits of working together

26、 in person.To that end,last year we launched Amex Flex,our new working model that givescolleagues the ability to work fully virtual,fully in an office,or a hybrid schedule.As we mark the first anniversary of Amex Flex,I am pleased that while the way we work has evolved,our culture has endured.A majo

27、rity of our colleagues have selected ahybrid schedule,which means they have chosen to come into an office on certain days and work virtually on the others,whileother colleagues have chosen to be mostly or entirely virtual.Our flexible approach is a key differentiator for us,and our continuous effort

28、s to create an inclusive culture that embracesdiversity has continued to earn us accolades.In 2022,American Express ranked No.8 on the 100 Best Companies to Work Forlist in the U.S.by Great Place to Work and Fortune magazine and ranked similarly high on several other workplace lists outsidethe U.S.T

29、he company also ranked No.13 on Fortunes list of the Worlds Most Admired Companies.To remain competitive,we will continue to listen and evolve our approach to deliver the best experience for our colleagues sothat they can deliver the best experience for our customers.B Ba ac ck ki in ng g O Ou ur r

30、C Cu us st to omme er rs sOur customers are at the center of everything we do,and they represent one of our most critical competitive advantages inthe fast-growing payments space.We are leaders in the most attractive customer segments in the industry,includingpremium consumers,small and medium-sized

31、 businesses,and the largest corporations around the world.Our focus on these segments has enabled American Express to create a virtuous cycle of growth that starts with our premiumcustomers.The high levels of engagement that we drive with our customers enables us to attract a growing network ofmerch

32、ants and partners,who add more value to our membership model,which in turn enables us to attract more premiumcustomers,creating more scale.This scale enables us to generate more investment capacity and operating efficiencies tocontinue building our membership model,making it difficult for our compet

33、itors to catch up.Whats truly special about our business is the relationship that our customers have with our brand.Many of our customersdont see themselves as simply having or using American Express cards.They feel they are with American Express.Ourcustomers have a strong emotional connection to ou

34、r brand and the products and services we offer.They are proud of theirassociation with us.I often have people tell me how long theyve been a member when I first meet them.As we havecontinuously evolved our membership model by adding more offerings,benefits,experiences and digital solutions to meet t

35、hechanging needs and expectations of our customers,the power of our brand endures and remains relevant across generations.Im proud that our colleagues continued commitment to customer-focused product innovation and delivering a greatcustomer experience that once again earned our team top accolades.I

36、n 2022,customers rated American Express No.1 incustomer satisfaction in the J.D.Power U.S.Credit Card Satisfaction Study among national credit card issuers,landing the topspot for the 12th time in the 16 years since the survey began.Customers also rated us No.1 in the J.D.Power U.S.SmallBusiness Cre

37、dit Card Satisfaction Study for the second year in a row.iiiWe see many opportunities ahead for our business,and we intend to capture these opportunities and build on our momentumby continuing to invest at high levels in several key areas,including further innovating our consumer and small businessp

38、roducts;growing merchant acceptance with a particular focus outside the U.S.;introducing new digital capabilities thatdeliver seamless customer experiences in their channels of choice;and expanding into adjacent areas that reinforce our coremembership model,including new lifestyle and financial serv

39、ices for consumers and SMEs.R Re emma ai in ni in ng g F Fo oc cu us se ed dLooking ahead,we are focused on building on our momentum to achieve our long-term growth aspirations and remainingdisciplined and nimble to meet our customers evolving needs.While there are uncertainties in the macroeconomic

40、 environment,we have the right strategy and team in place to navigatechanges in the operating environment should they occur.Our company has shown resiliency in the face of disruptionthroughout the years,including more recent events like the September 11 terrorist attacks,the Great Financial Crisis,a

41、nd theCOVID-19 pandemic.Each time,we have emerged a stronger,more focused company,and that is because of our commitmentto backing our colleagues and our customers.Having just completed my fifth year as Chairman and CEO,I have never felt more inspired and proud to lead American Expressand the incredi

42、bly talented colleagues who make our company so special.We have numerous opportunities ahead to continuedeepening and strengthening our relationships with our customers.I am confident that by staying true to our vision,focusingon our strategic imperatives,and living our Blue Box Values,American Expr

43、ess will continue to succeed well into the future.Stephen J.SqueriChairman and Chief Executive OfficerAmerican Express Co.Cautionary Note Regarding Forward-Looking StatementsThis letter contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of1

44、995 that are subject to risks and uncertainties.You can identify forward-looking statements by words such as“believe,”“expect,”“anticipate,”“intend,”“plan,”“aim,”“will,”“may,”“should,”“could,”“would,”“likely,”“continue”or other similarexpressions.Actual results may differ from those set forth in the

45、 forward-looking statements due to a variety of factors,including those contained in the Companys Annual Report on Form 10-K for the year ended December 31,2022 and theCompanys other filings with the U.S.Securities and Exchange Commission.You are cautioned not to place undue reliance onthese forward

46、-looking statements,which speak only as of the date on which they are made.We undertake no obligation toupdate or revise any forward-looking statements.iSource:Nilson ReportTHIS PAGE INTENTIONALLY LEFT BLANKUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549Form 10-KANNUALREPORT PURS

47、UANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission File No.1-7657American Express Company(Exact name of registrant

48、as specified in its charter)New York13-4922250(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)200 Vesey StreetNew York,New York10285(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(212)640-2000Securit

49、ies registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Shares(par value$0.20 per Share)AXPNew York Stock ExchangeSecurities registered pursuant to section 12(g)of theAct:NoneIndicate by check mark if the registrant is a

50、well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed

51、by Section 13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12 months(or for such shorter period that the registrant was required to file such reports)and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has

52、submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes No Indicate by check mark whether the regist

53、rant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growthcompany”in Rule 12b-2 of the Exchange Act.Large ac

54、celerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards p

55、rovided pursuant to Section 13(a)of the ExchangeAct.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internalcontrol over financial reporting under section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by

56、the registered public accounting firm thatprepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued finan

57、cial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark wh

58、ether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No As of June 30,2022,the aggregate market value of the registrants voting shares held by non-affiliates of the registrant was approximately$104.0 billionbased on the closing sale price as reported on the New York Stock

59、 Exchange.As of February 2,2023,there were 744,192,702 common shares of the registrant outstanding.DOCUMENTS INCORPORATED BY REFERENCEPart III:Portions of Registrants Proxy Statement to be filed with the Securities and Exchange Commission in connection with theAnnual Meeting ofShareholders to be hel

60、d on May 2,2023.T TABLE OF CONTENTSForm 10-KItemNumberPagePARTIABLE OF CONTENTSForm 10-KItemNumberPagePARTI1.1.Business1Competition9Supervision and Regulation11Additional Information211A.1A.Risk Factors221B.1B.Unresolved Staff Comments372.2.Properties373.3.Legal Proceedings374.4.Mine Safety Disclosu

61、res37PARTIIPARTII5.5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchasesof Equity Securities386.6.Reserved397.7.Managements Discussion andAnalysis of Financial Condition and Results of Operations(MD&A)40Executive Overview40Consolidated Results of Operations44Busines

62、s Segment Results of Operations50Consolidated Capital Resources and Liquidity61Risk Management70Critical Accounting Estimates78Other Matters827A.7A.Quantitative and Qualitative Disclosures about Market Risk888.8.Financial Statements and Supplementary Data88Managements Report on Internal Control Over

63、 Financial Reporting88Report of Independent Registered PublicAccounting Firm(PCAOB ID 238)89Index to Consolidated Financial Statements92Consolidated Financial Statements93Notes to Consolidated Financial Statements989.9.Changes in and Disagreements with Accountants on Accounting and Financial Disclos

64、ure1559A.9A.Controls and Procedures1559B.9B.Other Information1559C.9C.Disclosure Regarding ForeignJurisdictions that Prevent Inspections155PARTIIIPARTIII10.10.Directors,Executive Officers and Corporate Governance15611.11.Executive Compensation15612.12.Security Ownership of Certain Beneficial Owners

65、and Management and Related StockholderMatters15613.13.Certain Relationships and RelatedTransactions,and Director Independence15614.14.Principal Accountant Fees and Services157PARTIVPARTIV15.15.Exhibit and Financial Statement Schedules15816.16.Form 10-K Summary163Signatures164Statistical Disclosure b

66、y Bank Holding CompaniesA-1ThisAnnual Report on Form 10-K,including the“Managements Discussion andAnalysis of Financial Condition and Results ofOperations,”contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995that are subject to risks and unce

67、rtainties.You can identify forward-looking statements by words such as“believe,”“expect,”“anticipate,”“intend,”“plan,”“aim,”“will,”“may,”“should,”“could,”“would,”“likely,”“estimate,”“potential,”“continue”or othersimilar expressions.We discuss certain factors that affect our business and operations a

68、nd that may cause our actual resultsto differ materially from these forward-looking statements under“Risk Factors”and“Cautionary Note Regarding Forward-Looking Statements.”You are cautioned not to place undue reliance on these forward-looking statements,which speak only asof the date on which they a

69、re made.We undertake no obligation to update publicly or revise any forward-looking statements.This report includes trademarks,such asAmerican Express,which are protected under applicable intellectual property lawsand are the property of American Express Company or its subsidiaries.This report also

70、contains trademarks,service marks,copyrights and trade names of other companies,which are the property of their respective owners.Solely for convenience,ourtrademarks and trade names referred to in this report may appear without theorsymbols,but such references are notintended to indicate,in any way

71、,that we will not assert,to the fullest extent under applicable law,our rights or the right of theapplicable licensor to these trademarks and trade names.Throughout this report the terms“American Express,”“we,”“our”or“us,”refer to American Express Company and itssubsidiaries on a consolidated basis,

72、unless stated or the context implies otherwise.The use of the term“partner”or“partnering”in this report does not mean or imply a formal legal partnership,and is not meant in any way to alter the terms ofAmerican Expressrelationship with any third parties.Refer to the“MD&A Glossary of Selected Termin

73、ology”for thedefinitions of other key terms used in this report.1P PART IITEM 1.BUSINESSOverviewART IITEM 1.BUSINESSOverviewAmerican Express is a globally integrated payments company,providing customers with access to products,insights andexperiences that enrich lives and build business success.We a

74、re a leader in providing credit and charge cards to consumers,small businesses,mid-sized companies and large corporations around the world.American Expresscards issued by us,as wellas by third-party banks and other institutions on theAmerican Express network,can be used by Card Members to chargepurc

75、hases at the millions of merchants around the world that accept cards bearing our logo.Our various products and services are offered globally to diverse customer groups through various channels,including mobileand online applications,affiliate marketing,customer referral programs,third-party service

76、 providers and business partners,direct mail,telephone,in-house sales teams and direct response advertising.We were founded in 1850 as a joint stock association and were incorporated in 1965 as a NewYork corporation.AmericanExpress Company and its principal operating subsidiary,American ExpressTrave

77、l Related Services Company,Inc.(TRS),arebank holding companies under the Bank Holding Company Act of 1956,as amended(the BHCAct),subject to supervision andexamination by the Board of Governors of the Federal Reserve System(the Federal Reserve).We principally engage in businesses comprising four repo

78、rtable operating segments:U.S.Consumer Services(USCS),Commercial Services(CS),International Card Services(ICS)and Global Merchant and Network Services(GMNS).Corporatefunctions and certain other businesses are included in Corporate&Other.Our businesses function together to form our end-to-end integra

79、ted payments platform,which we believe is a differentiator that underpins our business model.For furtherinformation about our reportable operating segments,please see“Business Segment Results of Operations”under“MD&A.”Our Integrated Payments PlatformOur Integrated Payments PlatformThrough our genera

80、l-purpose card-issuing,merchant-acquiring and card network businesses,we are able to connectparticipants and provide differentiated value across the commerce path.We maintain direct relationships with both our CardMembers(as a card issuer)and merchants(as an acquirer),and we handle all key aspects o

81、f those relationships.Theserelationships create a“closed loop”in that we have direct access to information at both ends of the card transaction,whichdistinguishes our integrated payments platform from the bankcard networks.2Our integrated payments platform allows us to analyze information on Card Me

82、mber spending and build algorithms and otheranalytical tools that we use to underwrite risk,reduce fraud and provide targeted marketing and other information services formerchants and partners and special offers and services to Card Members,all while respecting Card Member preferences andprotecting

83、Card Member and merchant data in compliance with applicable policies and legal requirements.Throughcontractual relationships,we also obtain information from third-party card issuers,merchant acquirers,aggregators andprocessors with whom we do business.Card Issuing BusinessesOur global proprietary ca

84、rd-issuing businesses are conducted through our USCS,CS and ICS reportable operating segments.We offer a broad set of card products,rewards and services to a diverse consumer and commercial customer base,in theUnited States and internationally.We acquire and retain high-spending,engaged and creditwo

85、rthy Card Members by:Designing innovative products and features that appeal to our target customer base and meet their spending andborrowing needsUsing incentives to drive spending on our various card products and increase customer engagement,includingour Membership Rewardsprogram,cash-back reward f

86、eatures,interest rates offered on deposits andparticipation in loyalty programs sponsored by our cobrand and other partnersProviding digital and mobile services and an array of benefits and experiences across card products,such asairport lounge access,dining experiences and other travel and lifestyl

87、e benefitsCreating world-class service experiences by delivering exceptional customer careDeveloping a wide range of partner relationships,including with other corporations and institutions that sponsorcertain of our cards under cobrand arrangements and provide benefits and services to our Card Memb

88、ersOver the last several years,we have focused on broadening the appeal of our products to attract new customers,particularlyMillennial and Gen Z customers,as well as expanding our position with small and mid-sized enterprise(SME)customers byproviding more ways to help them manage and grow their bus

89、inesses.We have also introduced new adjacent products thatcomplement our existing products,such as our business checking and consumer rewards checking account products and newdigital capabilities,which in part result from our acquisitions of Kabbage,Resy and acompay.Additionally,we have evolved ourc

90、ard issuing businesses by bringing together our consumer,SME and large commercial issuing activities outside of the UnitedStates into a new ICS organization to enable a greater focus on local priorities.Jurisdictions that represent a significant portionof our billed business outside of the United St

91、ates include the United Kingdom(UK),the European Union(EU),Australia,Japan,Canada and Mexico.For the year ended December 31,2022,worldwide billed business(spending on American Express cards issued by us)was$1,338 billion and at December 31,2022,we had 76.7 million proprietary cards-in-force worldwid

92、e.Merchant Acquiring BusinessOur GMNS reportable operating segment builds and manages relationships with millions of merchants around the world thatchoose to acceptAmerican Express cards.This includes signing new merchants to accept our cards,agreeing on the discountrate(a fee charged to the merchan

93、t for accepting our cards)and handling servicing for merchants.We also build and maintainrelationships with merchant acquirers,aggregators and processors to manage aspects of our merchant services business.Forexample,through our OptBluemerchant-acquiring program,third-party acquirers contract direct

94、ly with small merchants forcard acceptance on our network and determine merchant pricing.We continue to grow merchant acceptance of AmericanExpress cards around the world and work with merchant partners so that our Card Members are warmly welcomed andencouraged to spend in the millions of places whe

95、re their American Express cards are accepted.We also seek to drive greaterusage of the American Express network by deepening merchant engagement and increasing Card Member awareness throughinitiatives such as our Shop Small campaigns and deploying new payment options such as debit and B2B capabiliti

96、es.GMNS also provides fraud-prevention tools,marketing solutions,data analytics and other programs and services to merchantsand other partners that leverage the capabilities of our integrated payments platform.3Card Network BusinessWe operate a payments network through which we establish and maintai

97、n relationships with third-party banks and otherinstitutions in approximately 103 countries and territories,licensing the American Express brand and extending the reach ofour global network.These network partners are licensed to issue local currency American Express-branded cards in theircountries a

98、nd/or serve as the merchant acquirer for local merchants on our network.For the year ended December 31,2022,worldwide network services processed volume(spending on American Express cardsissued by third parties)was$214.5 billion and at December 31,2022,we had 56.5 million cards-in-force issued by thi

99、rd partiesworldwide.D Diverse Customer Base and Global Footprintiverse Customer Base and Global FootprintOur broad and diverse customer base spans consumers,small businesses,mid-sized companies and large corporationsaround the world.The following chart provides a summary of our diverse set of custom

100、ers and broad geographic footprintbased on worldwide network volumes:Intl ConsumerIntl SMEandLarge CorpUSConsumerServices36%USLarge&Global Corp.USSMEProcessedVolumes14%CommercialServices32%InternationalCardServices18%ofWorldwideSMErefers tosmallandmid-sized businesses withlessthan$300millioninannual

101、revenues.NetworkVolumes,FY224P Partners and Relationshipsartners and RelationshipsOur integrated payments platform allows us to work with a range of business partners,and our partners in return help drive thescale and relevance of the platform.There are many examples of how we connect partners with

102、our integrated payments platform,including:issuing cards undercobrand arrangements with other corporations and institutions(e.g.,Delta Air Lines(Delta),Marriott International,HiltonWorldwide Holdings and BritishAirways);offering innovative ways for our Card Members to earn and use points with ourmer

103、chants(e.g.,Pay with Points atA);expanding merchant acceptance with third-party acquirers(e.g.,OptBluepartners);operating through joint ventures in certain jurisdictions(e.g.,in China,the Middle East and Switzerland);developingnew capabilities and features with our digital partners(e.g.,PayPal and i

104、2c);integrating into the supplier payment processes ofour business customers(e.g.,BILL,BillTrust and Versapay);and extending the platform into travel services withAmericanExpress leisure and business travel(e.g.,Fine Hotels and Resorts).We also have a significant ownership position in,andextensive c

105、ommercial arrangements with,Global Business Travel Group,Inc.(GBTG),which provides business travel-relatedservices.Delta is our largest strategic partner.Our relationships with,and revenues and expenses related to,Delta are significant andrepresent an important source of value for our Card Members.W

106、e issue cards under cobrand arrangements with Delta and theDelta cobrand portfolio represented approximately 10 percent of worldwide network volumes and approximately 21 percent ofworldwide Card Member loans as of December 31,2022.The Delta cobrand portfolio generates fee revenue and interestincome

107、from Card Members and discount revenue from Delta and other merchants for spending on Delta cobrand cards.Thecurrent Delta cobrand agreement runs through the end of 2029 and we expect to continue to make significant investments inthis partnership.Among other things,Delta is also a key participant in

108、 our Membership Rewards program,provides travel-related benefits and services,including airport lounge access for certainAmerican Express Card Members,acceptsAmericanExpress cards as a merchant and is a corporate payments customer.Working with all of our partners,we seek to provide value,choice and

109、unique experiences across our customer base.Our Spend-Centric Model and Revenue MixOur Spend-Centric Model and Revenue MixOur“spend-centric”business model focuses on generating revenues primarily by driving spending on our cards andsecondarily through finance charges and fees.Spending on our cards,w

110、hich is higher on average on a per-card basis versusour competitors,offers superior value to merchants in the form of loyal customers and larger transactions.Because of therevenues generated from having high-spending Card Members and the annual card fees we charge on many of our products,we are able

111、 to invest in attractive rewards and other benefits for Card Members,as well as targeted marketing and otherprograms and investments for merchants.This creates incentives for Card Members to spend more on their cards andpositively differentiatesAmerican Express cards.We believe our spend-centric mod

112、el gives us the ability to provide differentiated value to Card Members,merchants andbusiness partners.The American Express Brand and Service ExcellenceThe American Express Brand and Service ExcellenceOur brand and its attributestrust,security and serviceare key assets.We invest heavily in managing,

113、marketing,promotingand protecting our brand,including through the delivery of our products and services in a manner consistent with our brandpromise.The American Express brand is ranked among the most valuable brands in the world.We place significant importanceon trademarks,service marks and patents

114、,and seek to secure our intellectual property rights around the world.We aim to provide the worlds best customer experience every day and our reputation for world-class service has beenrecognized by numerous awards over the years.Our customer care professionals,travel consultants and partners treats

115、ervicing interactions as an opportunity to bring the brand to life for our customers,add meaningful value and deepenrelationships.5O Our Business Strategiesur Business StrategiesWe seek to grow our business by focusing on four strategic imperatives:First,we aim to expand our leadership in the premiu

116、m consumer space by continuing to deliver membership benefits that spanour customerseveryday spending,borrowing,travel and lifestyle needs,expanding our roster of business partners around theglobe and developing a range of experiences that attract high-spending customers.Second,we seek to build on o

117、ur strong position in commercial payments by evolving our card value propositions,furtherdifferentiating our corporate card and accounts payable expense management solutions and designing innovative productsand features,including financing,banking and payment solutions for our business customers.Thi

118、rd,we are focused on strengthening our global,integrated network by continuing to increase merchant acceptance,providing merchants with fraud protection services,marketing insights and connections to higher-spending Card Membersand working with our network partners to offer expanded products and ser

119、vices.Finally,we want to continue to build on our unique global position,seeking ways to use our differentiated business model andglobal presence as we progress against our other strategic imperatives.We previously had as a strategic imperative to makeAmerican Express an essential part of our custom

120、ersdigital lives,whichwe believe has become embedded in our company and is inherent in the work we do in furtherance of our strategicimperatives.We also have an Environmental,Social and Governance(ESG)strategy that focuses on three pillars.The Promoting Diversity,Equity and Inclusion(DE&I)pillar sup

121、ports a diverse,equitable and inclusive workforce,marketplace and society.TheAdvancing Climate Solutions pillar focuses on enhancing our operations and capabilities to meet customer and communityneeds in the transition to a low-carbon future.Finally,the Building Financial Confidence pillar seeks to

122、provide responsible,secure and transparent products and services to help people and businesses build financial resilience.6O Our Colleaguesur ColleaguesWe are focused on our culture built on supportive relationships and an inclusive workplace,where colleagues can feel welcomeand heard,and are provid

123、ed with opportunities to grow and thrive.As a result,we believe our colleagues are more engaged,committed,creative and effective in driving results.At the heart of our culture is what we call our Blue Box Values a set ofguiding principles that serve as the foundation for how we operate:We Do Whats R

124、ightWe Embrace DiversityWe Back Our CustomersWe Stand for Equity and InclusionWe Make It GreatWe Win as ATeamWe Respect PeopleWe Support CommunitiesWe Do Whats RightWe Embrace DiversityWe Back Our CustomersWe Stand for Equity and InclusionWe Make It GreatWe Win as ATeamWe Respect PeopleWe Support Co

125、mmunitiesAs of December 31,2022,we employed approximately 77,300 people,whom we refer to as colleagues,with approximately26,000 colleagues in the United States and approximately 51,300 colleagues outside the United States.We added colleaguesin 2022 to support our strong business growth.To attract an

126、d retain the best talent,we strive to offer a compelling valueproposition to our colleagues,including competitive compensation and leading benefits.We continuously invest in programs,benefits and resources to foster the personal and professional growth of our colleagues.We provide learning opportuni

127、ties inmany forms,including tools and guidance for maximizing learning on the job;cross-border and cross-business unitassignments;career coaching,mentoring and professional networking;rotation opportunities;virtual learning sessions;andformal classroom instruction.The health and wellness of our coll

128、eagues continue to be priorities for us and we take a holisticapproach to well-being,providing resources that address the physical,financial and mental health of our colleagues.Throughout 2022,we launched Amex Flex across our offices,where,depending on role and business needs,colleagues canwork in t

129、he office,at home or take a hybrid approach that combines both.This approach is designed to enable us to bothbroaden the talent pool from which we can attract candidates and increase colleague retention.We conduct an annual Colleague Experience Survey to better understand our colleaguesneeds and ove

130、rall experience atAmerican Express and in 2022,92 percent of colleagues who participated in the survey said they would recommend AmericanExpress as a great place to work.Our 2022 annual company scorecard included talent retention,colleague engagement anddiversity representation goals.As of December

131、31,2022,women represented 53.7 percent of our global workforce and Asian,Black/African American and Hispanic/Latinx people represented 18.7 percent,17.9 percent and 14.2 percent,respectively,ofour U.S.workforce based on preliminary data for our 2022 U.S.EEO-1 submission.As of December 31,2022,52 per

132、cent of ourExecutive Committee were women or from diverse races and ethnic backgrounds(based on self-identified characteristics).We regularly review our compensation practices to ensure colleagues in the same job,level and location are compensated fairlyregardless of gender globally,and regardless o

133、f race and ethnicity in the United States.These reviews consider several factorsknown to affect compensation,including role,level,tenure,performance and geography.In the instances where a review hasfound inconsistencies,we have made adjustments.After making these adjustments,we believe we maintained

134、 100 percent payequity in 2022 for colleagues across genders globally and across races and ethnicities in the United States.7I Information About Our Executive Officersnformation About Our Executive OfficersSet forth below,in alphabetical order,is a list of our executive officers as of February 10,20

135、23,including each executiveofficers principal occupation and employment during the past five years and reflecting recent organizational changes.None ofour executive officers has any family relationship with any other executive officer,and none of our executive officers became anofficer pursuant to a

136、ny arrangement or understanding with any other person.Each executive officer has been elected to serveuntil the next annual election of officers or until his or her successor is elected and qualified.Each officers age is indicated bythe number in parentheses next to his or her name.DOUGLAS E.BUCKMIN

137、STER Vice ChairmanMr.Buckminster(62)has been Vice Chairman since April 2021.Prior thereto,he had been Group President,GlobalConsumer Services Group since February 2018 and President,Global Consumer Services Group from October 2015 toFebruary 2018.JEFFREYC.CAMPBELLVice Chairman and Chief Financial Of

138、ficerMr.Campbell(62)has been Vice Chairman sinceApril 2021 and Chief Financial Officer since August 2013.HOWARD GROSFIELD President,U.S.Consumer ServicesMr.Grosfield(54)has been President,U.S.Consumer Services since May 2022.Prior thereto,he had been Executive VicePresident and General Manager of U.

139、S.Consumer Marketing and Global Premium Services since February 2021 andExecutive Vice President and General Manager of U.S.Consumer Marketing Services from January 2016 to February 2021.MONIQUE HERENA Chief Colleague Experience OfficerMs.Herena(51)has been Chief Colleague Experience Officer since A

140、pril 2019.Ms.Herena joinedAmerican Express fromBNYMellon,where she served as the Chief Human Resources Officer and Senior Executive Vice President,HumanResources,Marketing and Communications since 2014.RAYMOND JOABAR Group President,Global Merchant and Network ServicesMr.Joabar(57)has been Group Pre

141、sident,Global Merchant and Network Services sinceApril 2021.Prior thereto,he hadbeen President,Global Risk and Compliance and Chief Risk Officer since September 2019.He also served as President ofInternational Consumer Services and Global Travel and Lifestyle Services from February 2018 to September

142、 2019 and asExecutive Vice President,Global Servicing Network from February 2016 to February 2018.RAFAEL MARQUEZPresident,International Card ServicesMr.Marquez(51)has been President,International Card Services since May 2022.Prior thereto,he had been President,International Consumer Services and Glo

143、bal Loyalty Coalition since September 2019 and Executive Vice President ofInternational Consumer Services Europe,Joint Ventures EMEA and International Member Engagement from November2015 to September 2019.ANNA MARRS Group President,Commercial Services and Credit&Fraud RiskMs.Marrs(49)has been Group

144、President,Commercial Services and Credit&Fraud Risk since April 2021.Prior thereto,she had been President,Commercial Services since September 2018.Ms.Marrs joinedAmerican Express from StandardChartered Bank,where she served as Regional CEO,ASEAN and South Asia since November 2016.DAVID NIGRO Chief R

145、isk OfficerMr.Nigro(61)has been Chief Risk Officer since April 2021.Prior thereto,he had been Executive Vice President and ChiefCredit Officer,Global Consumer Services and Credit and Fraud Risk Capability since April 2018 and Executive VicePresident and Chief Credit Officer,U.S.Consumer Card Service

146、s since December 2013.DENISE PICKETT President,Global Services GroupMs.Pickett(57)has been President,Global Services Group since September 2019.Prior thereto,she had been Chief RiskOfficer and President,Global Risk,Banking&Compliance since February 2018 and President,U.S.Consumer Servicesfrom Octobe

147、r 2015 to February 2018.8RAVI RADHAKRISHNAN Chief Information OfficerMr.Radhakrishnan(51)has been Chief Information Officer since January 2022.Mr.Radhakrishnan joined AmericanExpress fromWells Fargo&Company,where he served as Chief Information Officer for the Commercial Banking andCorporate&Investme

148、nt 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 EnterpriseChief Information Officer from March 2017 to May 2019.ELIZABETH RUTLEDGE Chief Marketing OfficerMs.Rutl

149、edge(61)has been Chief Marketing Officer since February 2018.Prior thereto,she had been Executive VicePresident,Global Advertising&Media since February 2016.LAUREEN E.SEEGER Chief Legal OfficerMs.Seeger(61)has been Chief Legal Officer since July 2014.JENNIFER SKYLER Chief CorporateAffairs OfficerMs.

150、Skyler(46)has been Chief CorporateAffairs Officer since October 2019.Ms.Skyler joined American Express fromWeWork,where she served as Chief Communications Officer from January 2018 to September 2019.Prior thereto,she hadbeen Global Head of Public Affairs from January 2016 to January 2018.STEPHEN J.S

151、QUERI Chairman and Chief Executive OfficerMr.Squeri(63)has been Chairman and Chief Executive Officer since February 2018.Prior thereto,he had been ViceChairman since July 2015.ANR WILLIAMS Group President,Enterprise ServicesMr.Williams(57)has been Group President,Enterprise Services since April 2021

152、.Prior thereto,he had been GroupPresident,Global Merchant and Network Services since February 2018 and President of Global Merchant Services andLoyalty since October 2015.Mr.Williams also serves as the Chief Executive Officer of American Express National Bank.9C COMPETITIONOMPETITIONWe compete in th

153、e global payments industry with card networks,issuers and acquirers,paper-based transactions(e.g.,cashand checks),bank transfer models(e.g.,wire transfers and Automated Clearing House,or ACH),as well as evolving andgrowing alternative mechanisms,systems and products that leverage new technologies,bu

154、siness models and customerrelationships to create payment,financing or banking solutions.The payments industry continues to undergo dynamicchanges in response to evolving technologies,consumer habits and merchant needs,some of which have accelerated as aresult of the pandemic,such as an increased sh

155、ift to digital payments.As a card issuer,we compete with financial institutions that issue general-purpose credit and debit cards.We also encountercompetition from businesses that issue private label cards,operate mobile wallets or extend credit.We face intensecompetition in the premium space and fo

156、r cobrand relationships,as both card issuer and network competitors have targetedhigh-spending customers and key business partners with attractive value propositions.We also face competition for partnersand other differentiated offerings,such as lounge space in U.S.and global hub airports.Our global

157、 card network competes in the global payments industry with other card networks,including,among others,ChinaUnionPay,Visa,Mastercard,JCB,Discover and Diners Club International(which is owned by Discover).We are the fourthlargest general-purpose card network globally based on purchase volume,behind C

158、hina UnionPay,Visa and Mastercard.Inaddition to such networks,a range of companies globally,including merchant acquirers,processors and web-and mobile-based payment platforms(e.g.,Alipay,PayPal and Venmo),as well as regional payment networks(such as the NationalPayments Corporation of India),carry o

159、ut some activities similar to those performed by our GMNS business.The principal competitive factors that affect the card-issuing,merchant and network businesses include:The features,value and quality of the products and services,including customer care,rewards programs,partnerships,travel and lifes

160、tyle-related benefits,and digital and mobile services,as well as the costs associatedwith providing such features and servicesReputation and brand recognitionThe number,spending characteristics and credit performance of customersThe quantity,diversity and quality of the establishments where the card

161、s can be usedThe attractiveness of the value proposition to card issuers,merchant acquirers,cardholders,corporate clientsand merchants(including the relative cost of using or accepting the products and services,and capabilities suchas fraud prevention and data analytics)The number and quality of oth

162、er cards and other forms of payment and financing available to customersThe success of marketing and promotional campaignsThe speed of innovation and investment in systems,technologies and product and service offeringsThe nature and quality of expense management tools,electronic payment methods and

163、data capture andreporting capabilities,particularly for business customersThe security of cardholder,merchant and network partner informationAnother aspect of competition is the dynamic and rapid growth of alternative payment and financing mechanisms,systemsand products,which include payment facilit

164、ators and aggregators,digital payment,open banking and electronic walletplatforms,point-of-sale lenders and buy now,pay later products,real-time settlement and processing systems,financialtechnology companies,digital currencies developed by both central banks and the private sector,blockchain and si

165、milardistributed ledger technologies,prepaid systems and gift cards,and systems linked to customer accounts or that providepayment solutions.Various competitors are integrating more financial services into their product offerings and competitorsare seeking to attain the benefits of closed-loop,loyal

166、ty and rewards functionalities,such as ours.10In addition to the discussion in this section,see“Our operating results may materially suffer because of substantial andincreasingly intense competition worldwide in the payments industry”in“Risk Factors”for further discussion of the potentialimpact of c

167、ompetition on our business,and“Our business is subject to comprehensive government regulation and supervision,which could materially adversely affect our results of operations and financial condition”and“Legal proceedings regardingprovisions in our merchant contracts,including non-discrimination and

168、 honor-all-cards provisions,could have a materialadverse effect on our business and result in additional litigation and/or arbitrations,changes to our merchant agreementsand/or business practices,substantial monetary damages and damage to our reputation and brand”in“Risk Factors”for adiscussion of t

169、he potential impact on our ability to compete effectively due to government regulations or if ongoing legalproceedings limit our ability to prevent merchants from engaging in various actions to discriminate against our card products.11S SUPERVISION AND REGULATIONOverviewUPERVISION AND REGULATIONOver

170、viewWe are subject to extensive government regulation and supervision in jurisdictions around the world,and the costs ofcompliance are substantial.The financial services industry is subject to rigorous scrutiny,high regulatory expectations,a rangeof regulations and a stringent and unpredictable enfo

171、rcement environment.Governmental authorities have focused,and we believe will continue to focus,considerable attention on reviewing complianceby financial services firms with laws and regulations,and as a result,we continually work to evolve and improve our riskmanagement framework,governance struct

172、ures,practices and procedures.Reviews by us and governmental authorities toassess compliance with laws and regulations,as well as our own internal reviews to assess compliance with internal policies,including errors or misconduct by colleagues or third parties or control failures,have resulted in,an

173、d are likely to continue toresult in,changes to our products,practices and procedures,restitution to our customers and increased costs related toregulatory oversight,supervision and examination.We have also been subject to regulatory actions and may continue to be thesubject of such actions,includin

174、g governmental inquiries,investigations,enforcement proceedings and the imposition of finesor civil money penalties,in the event of noncompliance or alleged noncompliance with laws or regulations.External publicityconcerning investigations can increase the scope and scale of those investigations and

175、 lead to further regulatory inquiries.Policymakers around the world continue to propose and adopt new laws and regulations governing a wide variety of issues thatmay impact our business or change our operating environment in substantial and unpredictable ways.For example,legislatorsand regulators in

176、 various countries in which we operate have focused on the offering of consumer financial products and theoperation of payment networks,resulting in changes to certain practices or pricing of card issuers,merchant acquirers andpayment networks,and,in some cases,the establishment of broad and ongoing

177、 regulatory oversight regimes.See“Risk FactorsLegal,Regulatory and Compliance Risks”for a discussion of the potential impact legislative and regulatorychanges may have on our results of operations and financial condition.Banking RegulationBanking RegulationFederal and state banking laws,regulations

178、and policies extensively regulate the Company,TRS and our U.S.bank subsidiary,American Express National Bank(AENB).For purposes of this Supervision and Regulation section,the“Company”refers onlyto American Express Company,a bank holding company,and does not include its subsidiaries.Both the Company

179、and TRS aresubject to comprehensive consolidated supervision,regulation and examination by the Federal Reserve and AENB issupervised,regulated and examined by the Office of the Comptroller of the Currency(OCC).The Company and its subsidiariesare also subject to the rulemaking,enforcement and examina

180、tion authority of the Consumer Financial Protection Bureau(CFPB).Banking regulators have broad examination and enforcement power,including the power to impose substantial fines,limit dividends and other capital distributions,restrict operations and acquisitions and require divestitures,any of which

181、couldcompromise our competitive position.Many aspects of our business also are subject to rigorous regulation by other U.S.federal and state regulatory agencies and by non-U.S.government agencies and regulatory bodies.ActivitiesThe BHC Act generally limits bank holding companies to activities that a

182、re considered to be banking activities and certainclosely related activities.As noted above,each of the Company and TRS is a bank holding company and each has elected tobecome a financial holding company,which is authorized to engage in a broader range of financial and related activities.Inorder to

183、remain eligible for financial holding company status,we must meet certain eligibility requirements.Thoserequirements include that each of the Company andAENB must be“well capitalized”and“well managed,”and AENB must havereceived at least a“satisfactory”rating on its most recent assessment under the C

184、ommunity ReinvestmentAct of 1977(theCRA).The Company andTRS engage in various activities permissible only for financial holding companies,including,inparticular,providing travel agency services,acting as a finder and engaging in certain insurance underwriting and agencyservices.If the Company fails

185、to meet eligibility requirements for financial holding company status,it and its subsidiaries arelikely to be barred from engaging in new types of financial activities or making certain types of acquisitions or investments inreliance on its status as a financial holding company,and ultimately could

186、be required to either discontinue the broader range12of activities permitted to financial holding companies or divestAENB.In addition,the Company and its subsidiaries areprohibited by law from engaging in practices that regulatory authorities deem unsafe or unsound(which such authoritiesgenerally in

187、terpret broadly)and regulatory authorities have discretion in determining whether new or modified activities canbe conducted in a safe and sound manner.Acquisitions and InvestmentsApplicable federal and state laws place limitations on the ability of persons to invest in or acquire control of us with

188、outproviding notice to or obtaining the approval of one or more of our regulators.In addition,we are subject to banking laws andregulations that limit our investments and acquisitions and,in some cases,subject them to the prior review and approval of ourregulators,including the Federal Reserve and t

189、he OCC.Federal banking regulators have broad discretion in evaluatingproposed acquisitions and investments that are subject to their prior review or approval.F Financial Regulatory Reforminancial Regulatory ReformThe Company is subject to the U.S.federal bank regulatory agenciesrules that tailor the

190、 application of enhanced prudentialstandards to bank holding companies and depository institutions with$100 billion or more in total consolidated assets.Underthese rules,each bank holding company,as well as its bank subsidiaries,is assigned to one of four categories based on itsstatus as a U.S.globa

191、l systemically important banking organization and five other risk-based indicators:(i)total assets,(ii)cross-jurisdictional activity,(iii)non-bank assets,(iv)off-balance sheet exposure,and(v)weighted short-term wholesalefunding.Under these rules,the Company(and its depository institution subsidiary,

192、AENB)is subject to Category IV standards.Because a firms categorization is determined by,and can change over time dependent upon,how the firm measures againstthe risk-based indicator thresholds,we are required to monitor and periodically report these risk-based indicators and therecan be no assuranc

193、e that the Company will continue to be a Category IV firm in the future.Capital and Liquidity RegulationCapital and Liquidity RegulationCapital RulesThe Company andAENB are required to comply with the applicable capital adequacy rules established by federal bankingregulators.These rules are intended

194、 to ensure that bank holding companies and depository institutions(collectively,bankingorganizations)have adequate capital given their level of assets and off-balance sheet obligations.The federal bankingregulatorscurrent capital rules(the Capital Rules)implement the Basel Committee on Banking Super

195、visions(the BaselCommittee)framework for strengthening international capital regulation,known as Basel III.For additional informationregarding our capital ratios,see“Consolidated Capital Resources and Liquidity”under“MD&A.”Under the Capital Rules,banking organizations are required to maintain minimu

196、m ratios for Common Equity Tier 1(CET1capital),Tier 1 capital(that is,CET1 capital plus additional Tier 1 capital)and Total capital(that is,Tier 1 capital plusTier 2capital)to risk-weighted assets.We report our capital adequacy ratios using risk-weighted assets calculated under thestandardized appro

197、ach.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 forcredit risk(including by recalibrating risk weights and introducing additional capital req

198、uirements for certain“unconditionallycancellable commitments”such as unused credit card lines of credit)and provide a new standardized calculation foroperational risk capital requirements.In September 2022,federal banking regulators announced that they are reaffirming theircommitment to implement en

199、hanced regulatory capital requirements that align with the standards issued by the BaselCommittee in December 2017 and that they are developing a joint proposed rule for issuance.If adopted in the United Statesas issued by the Basel Committee and applicable to us,the new standards are likely to resu

200、lt in higher capital requirements forus.13In December 2018,federal banking regulators issued a final rule that provides an optional three-year phase-in period for theadverse regulatory capital effects of adopting the Current Expected Credit Loss(CECL)methodology pursuant to newaccounting guidance fo

201、r the recognition of credit losses on certain financial instruments,which became effective January 1,2020.In August 2020,federal banking regulators issued a final rule that provides an option to delay the estimated impact ofthe adoption of the CECL methodology on regulatory capital for up to two yea

202、rs,followed by the three-year phase-in period at25 percent once per year beginning inJanuary 1,2022.We elected to delay the recognition of$0.7 billion of impact toregulatory capital from the adoption of the CECLmethodology for two years,followed by the three-year phase-in period.As ofJanuary 1,2023,

203、the Company has phased in 50 percent of such amount.See“Critical Accounting Estimates”under“MD&A”for additional information on CECL.The Company andAENB must each maintain CET1 capital,Tier 1 capital andTotal capital ratios of at least 4.5 percent,6.0percent and 8.0 percent,respectively.On top of the

204、se minimum capital ratios,the Company is subject to a dynamic stresscapital buffer(SCB)composed entirely of CET1 capital with a floor of 2.5 percent andAENB is subject to a static 2.5 percentcapital conservation buffer(CCB).The SCB equals(i)the difference between a bank holding companys starting and

205、 minimumprojected CET1 capital ratios under the supervisory severely adverse scenario under the Federal Reserves stress testsdescribed below,plus(ii)one year of planned common stock dividends as a percentage of risk-weighted assets.On August 4,2022,the Federal Reserve confirmed the SCB for the Compa

206、ny of 2.5 percent,which remained unchanged fromthe level announced in June 2021.As a result,the effective minimum ratios for the Company(taking into account the SCBrequirement)and AENB(taking into account the CCB requirement)are 7.0 percent,8.5 percent and 10.5 percent for the CET1capital,Tier 1 cap

207、ital andTotal capital ratios,respectively.Banking organizations whose ratios of CET1 capital,Tier 1 capital orTotal capital to risk-weighted assets are below these effective minimum ratios face constraints on discretionary distributionssuch as dividends,repurchases and redemptions of capital securit

208、ies,and executive compensation.A bank holding companysSCB requirement is effective on October 1 of each year and will remain in effect through September 30 of the following yearunless it is reset in connection with resubmission of a capital plan,as discussed below.We are also required to comply with

209、 minimum leverage ratio requirements.The leverage ratio is the ratio of a bankingorganizationsTier 1 capital to its average total consolidated assets(as defined for regulatory purposes).All bankingorganizations are required to maintain a leverage ratio of at least 4.0 percent.Liquidity RegulationThe

210、 Federal Reserves enhanced prudential standards rule includes heightened liquidity and overall risk managementrequirements.The rule requires the maintenance of a liquidity buffer,consisting of highly liquid assets,that is sufficient tomeet projected net outflows for 30 days over a range of liquidity

211、 stress scenarios,and a minimum liquidity coverage ratio(LCR)that measures a firms high-quality liquid assets to its projected net outflows.Category IV firms with less than$50billion in weighted short-term wholesale funding,such as the Company,are not subject to a specific LCR requirement.A second s

212、tandard provided for in the Basel III liquidity framework,referred to as the net stable funding ratio(NSFR),requiresa minimum amount of longer-term funding based on the assets and activities of banking entities.Under the NSFR rule,Category IV firms with less than$50 billion in weighted short-term wh

213、olesale funding,such as the Company,are not subject toa specific NSFR requirement.S Stress Testing and Capital Planningtress Testing and Capital PlanningUnder the Federal Reserves regulations,the Company is subject to supervisory stress testing requirements that are designedto evaluate whether a ban

214、k holding company has sufficient capital on a total consolidated basis to absorb losses and supportoperations under adverse economic conditions.As part of the Comprehensive Capital Analysis and Review(CCAR),the FederalReserve uses pro-forma capital positions and ratios under such stress scenarios to

215、 determine the size of the SCB for eachCCAR participating firm.As a Category IV firm,the Company is required to participate in the supervisory stress tests every other year and was mostrecently subject to the Federal Reserves supervisory stress tests in 2022.The Company is required to develop and su

216、bmit tothe Federal Reserve an annual capital plan on or before April 5 of each year.14For Category IV firms,such as the Company,the portion of the SCB based on the Federal Reserves supervisory stress tests iscalculated every other year.During a year in which a Category IV firm does not undergo a sup

217、ervisory stress test,the firmreceives an updated SCB that reflects the firms updated planned common stock dividends.A Category IV firm can elect toparticipate in the supervisory stress test in an“off year”and consequently receive an updated SCB.We may be required to revise and resubmit our capital p

218、lan following certain events or developments,such as a significantacquisition or an event that could result in a material change in our risk profile or financial condition.If we are required toresubmit our capital plan,we must receive prior approval from the Federal Reserve for any capital distribut

219、ions(includingcommon stock dividend payments and share repurchases),other than a capital distribution on a newly issued capitalinstrument.D Dividends and Other Capital Distributionsividends and Other Capital DistributionsThe Company andTRS,as well as AENB and the Companys insurance and other regulat

220、ed subsidiaries,are limited in theirability to pay dividends by statutes,regulations and supervisory policy.Common stock dividend payments and share repurchases by the Company are subject to the oversight of the Federal Reserve,as described above.The Company will be subject to limitations and restri

221、ctions on capital distributions if,among other things,(i)the Companys regulatory capital ratios do not satisfy applicable minimum requirements and buffers or(ii)the Company isrequired to resubmit its capital plan.In general,federal laws and regulations prohibit,without first obtaining the OCCs appro

222、val,AENB from making dividenddistributions to TRS,if such distributions are not paid out of available recent earnings or would causeAENB to fail to meetcapital adequacy standards.In addition to specific limitations on the dividendsAENB can pay to TRS,federal bankingregulators have authority to prohi

223、bit or limit the payment of a dividend if,in the banking regulators opinion,payment of adividend would constitute an unsafe or unsound practice in light of the financial condition of the institution.Prompt Corrective ActionPrompt Corrective ActionThe Federal Deposit Insurance Act(FDIA)requires,among

224、 other things,that federal banking regulators take prompt correctiveaction in respect of depository institutions insured by the FDIC(such asAENB)that do not meet minimum capitalrequirements.The FDIA establishes five capital categories for FDIC-insured banks:well capitalized,adequately capitalized,un

225、dercapitalized,significantly undercapitalized and critically undercapitalized.The FDIAimposes progressively morerestrictive constraints on operations,management and capital distributions,depending on the capital category in which aninstitution is classified.In order to be considered“well capitalized

226、,”AENB must maintain CET1 capital,Tier 1 capital,Totalcapital and Tier 1 leverage ratios of 6.5 percent,8.0 percent,10.0 percent and 5.0 percent,respectively.Under the FDIA,AENB could be prohibited from accepting brokered deposits(i.e.,deposits raised through third-partybrokerage networks)or offerin

227、g interest rates on any deposits significantly higher than the prevailing rate in its normal marketarea or nationally(depending upon where the deposits are solicited),unless(1)it is well capitalized or(2)it is adequatelycapitalized and receives a waiver from the FDIC.A portion of our outstanding U.S

228、.retail deposits are considered brokereddeposits for bank regulatory purposes.If a federal regulator determines that we are in an unsafe or unsound condition or thatwe are engaging in unsafe or unsound banking practices,the regulator may reclassify our capital category or otherwise placerestrictions

229、 on our ability to accept or solicit brokered deposits.15R Resolution Planningesolution PlanningCertain bank holding companies are required to submit resolution plans to the Federal Reserve and FDIC providing for thecompanys strategy for rapid and orderly resolution in the event of its material fina

230、ncial distress or failure.However,CategoryIV firms,such as the Company,are not required to submit a holding company resolution plan.AENB continues to be required to prepare and provide a separate resolution plan to the FDIC that would enable the FDIC,asreceiver,to effectively resolve AENB under the

231、FDIAin the event of failure.Under the FDICs rule and its accompanying June2021 statement on resolution plans for insured depository institutions,insured depository institutions with$100 billion ormore in assets,such asAENB,are required to submit resolution plans on a three-year cycle.AENB submitted

232、its most recentresolution plan in December 2022,as required.Orderly Liquidation AuthorityOrderly Liquidation AuthorityThe Company could become subject to the Orderly LiquidationAuthority(OLA),a resolution regime under which theTreasurySecretary may appoint the FDIC as receiver to liquidate a systemi

233、cally important financial institution,if the Company is indanger of default and is determined to present a systemic risk to U.S.financial stability.As under the FDIC resolution model,under the OLA,the FDIC has broad power as receiver.Substantial differences exist,however,between the OLA and the U.S.

234、Bankruptcy Code,including the right of the FDIC under the OLA to disregard the strict priority of creditor claims in limitedcircumstances,the use of an administrative claims procedure to determine creditor claims(as opposed to the judicialprocedure used in bankruptcy proceedings),and the right of th

235、e FDIC to transfer claims to a“bridge”entity.The FDIC has developed a strategy under OLA,referred to as the“single point of entry”or“SPOE”strategy,under which theFDIC would resolve a failed financial holding company by transferring its assets(including shares of its operating subsidiaries)and,potent

236、ially,very limited liabilities to a“bridge”holding company;utilize the resources of the failed financial holdingcompany to recapitalize the operating subsidiaries;and satisfy the claims of unsecured creditors of the failed financial holdingcompany and other claimants in the receivership by deliverin

237、g securities of one or more new financial companies that wouldemerge from the bridge holding company.Under this strategy,management of the failed financial holding company would bereplaced and its shareholders and creditors would bear the losses resulting from the failure.FDIC Powers upon Insolvency

238、 of AENBFDIC Powers upon Insolvency of AENBIf the FDIC is appointed the conservator or receiver of AENB,the FDIC has the power to:(1)transfer any of AENBs assets andliabilities to a new obligor without the approval of AENBs creditors;(2)enforce the terms of AENBs contracts pursuant totheir terms;or(

239、3)repudiate or disaffirm any contract or lease to which AENB is a party,the performance of which isdetermined by the FDIC to be burdensome and the disaffirmation or repudiation of which is determined by the FDIC topromote the orderly administration ofAENB.In addition,the claims of holders of U.S.dep

240、osit liabilities and certain claims foradministrative expenses of the FDIC againstAENB would be afforded priority over other general unsecured claims againstAENB,including claims of debt holders and depositors in non-U.S.offices,in the liquidation or other resolution ofAENB.As aresult,regardless of

241、whether the FDIC ever sought to repudiate any debt obligations of AENB,the debt holders and depositorsin non-U.S.offices would be treated differently from,and could receive substantially less,if anything,than the depositors in theU.S.offices of AENB.16O Other Banking Regulationsther Banking Regulati

242、onsSource of StrengthThe Company is required to act as a source of financial and managerial strength to its U.S.bank subsidiary,AENB,and may berequired to commit capital and financial resources to supportAENB.Such support may be required at times when,absent thisrequirement,the Company otherwise mig

243、ht determine not to provide it.Capital loans by the Company to AENB aresubordinate in right of payment to deposits and to certain other indebtedness ofAENB.In the event of the Companysbankruptcy,any commitment by the Company to a federal banking regulator to maintain the capital of AENB will be assu

244、medby the bankruptcy trustee and entitled to a priority of payment.Transactions Between AENB and its AffiliatesCertain transactions(including loans and credit extensions from AENB)betweenAENB and its affiliates(including theCompany,TRS and their other subsidiaries)are subject to quantitative and qua

245、litative limitations,collateral requirements andother restrictions imposed by statute and regulation.Transactions subject to these restrictions are generally required to bemade on an arms-length basis.FDIC Deposit Insurance and Insurance AssessmentsAENB accepts deposits that are insured by the FDIC

246、up to the applicable limits.Under the FDIA,the FDIC may terminate theinsurance of an institutions deposits upon a finding that the institution has engaged in unsafe or unsound practices;is in anunsafe or unsound condition to continue operations;or has violated any applicable law,regulation,rule,orde

247、r or conditionimposed by the FDIC.We do not know of any practice,condition or violation that would lead to termination of deposit insuranceatAENB.The FDICs deposit insurance fund is funded by assessments on insured depository institutions,includingAENB,which are subject to adjustment by the FDIC.Com

248、munity Reinvestment ActAENB is subject to the CRA,which imposes affirmative,ongoing obligations on depository institutions to meet the credit needsof their local communities,including low-and moderate-income neighborhoods,consistent with the safe and sound operationof the institution.In May 2022,the

249、 federal banking agencies issued a joint notice of proposed rulemaking proposing revisionsto the CRAregulations,including with respect to the delineation of assessment areas,the overall evaluation framework andperformance standards and metrics,the definition of community development activities and d

250、ata collection and reporting.Climate Risk ManagementThe U.S.banking agencies have recently increased their focus on climate risk-related supervision.For example,on December16,2021,the OCC issued for public comment a set of proposed“Principles for Climate-Related Financial Risk Management forLarge Ba

251、nks.”The principles would apply to OCC-regulated institutions with more than$100 billion in total consolidatedassets,like AENB,and are broadly designed to provide a high-level framework for the safe and sound management ofexposures to climate-related financial risks consistent with existing OCC rule

252、s and guidance.The principles outline six keyaspects of climate-related financial risk management:governance;policies,procedures and limits;strategic planning;riskmanagement;data,risk measurement and reporting;and scenario analysis.In addition,the principles offer risk assessmentguidance for incorpo

253、rating climate-related financial risks in various traditional risk categories.On March 30,2022 andDecember 2,2022,the FDIC and the Federal Reserve,respectively,also issued for public comment substantially similar sets ofdraft principles targeted at financial institutions with total consolidated asse

254、ts of more than$100 billion subject to theirrespective supervision,including,with respect to the Federal Reserve,the Company.It is too early to determine whatregulations and policies may be adopted or apply to the Company and AENB and the effect of any such regulations or policieson the Company and

255、AENB.17C Consumer Financial Products Regulationonsumer Financial Products RegulationOur consumer-oriented activities are subject to regulation and supervision in the United States and internationally.In theUnited States,our marketing,sale and servicing of consumer financial products and our complian

256、ce with certain federalconsumer financial laws are supervised and examined by the CFPB,which has broad rulemaking and enforcement authorityover providers of credit,savings and payment services and products,and authority to prevent“unfair,deceptive or abusive”acts or practices.The CFPB has the author

257、ity to write regulations under federal consumer financial protection laws,to enforcethose laws and to examine for compliance.It is also authorized to collect fines and require consumer restitution in the event ofviolations,engage in consumer financial education,track consumer complaints,request data

258、 and promote the availability offinancial services to underserved consumers and communities.In addition,a number of U.S.states have significant consumercredit protection,disclosure and other laws(in certain cases more stringent than U.S.federal laws).U.S.federal law alsoregulates abusive debt collec

259、tion practices,which,along with bankruptcy and debtor relief laws,can affect our ability to collectamounts owed to us or subject us to regulatory scrutiny.On February 1,2023,the CFPB issued a proposed rule to lower the safe harbor amount that would be considered,by regulation,to be“reasonable and pr

260、oportional”to the costs incurred by credit card issuers for late payments.The proposed rule wouldalso eliminate the annual inflation adjustment for such safe harbor amount and prohibit late fee amounts above 25 percent ofthe consumers required minimum payment.The rule proposal,if adopted,is not expe

261、cted to become effective before 2024.We are also regulated in the United States under the“money transmitter”or“sale of check”laws in effect in most states.Inaddition,we are required by the laws of many states to comply with unclaimed and abandoned property laws,under which wemust pay to states the f

262、ace amount of any Travelers Cheque or prepaid card that is uncashed or unredeemed after a period oftime depending on the type of product.Additionally,we are regulated under insurance laws in the United States and othercountries where we offer insurance services.In countries outside the United States

263、,regulators continue to focus on a number of key areas impacting our card-issuingbusinesses,particularly consumer protection(such as in the European Union(EU),the United Kingdom and Canada)andresponsible lending(such as in Australia,Mexico,NewZealand and Singapore),with increasing importance on and

264、attention tocustomers and outcomes rather than just ensuring compliance with local rules and regulations.Regulatorsexpectations offirms in relation to their compliance,risk and control frameworks continue to increase and regulators are placing significantemphasis on a firms systems and controls rela

265、ting to the identification and resolution of issues.Payments RegulationPayments RegulationLegislators and regulators in various countries in which we operate have focused on the operation of card networks,includingthrough enforcement actions,legislation and regulations to change certain practices or

266、 pricing of card issuers,merchantacquirers and payment networks,and,in some cases,to establish broad and ongoing regulatory oversight regimes for paymentsystems.The EU,Australia,Canada and other jurisdictions have focused on interchange fees(that is,the fee paid by the bankcardmerchant acquirer to t

267、he card issuer in payment networks like Visa and Mastercard),as well as the rules,contract terms andpractices governing merchant card acceptance.Regulation and other governmental actions relating to pricing or practicescould affect all networks directly or indirectly,as well as adversely impact cons

268、umers and merchants.Among other things,regulation of bankcard fees has negatively impacted and may continue to negatively impact the discount revenue we earn,including as a result of downward pressure on our merchant discount rates from decreases in competitor pricing in connectionwith caps on inter

269、change fees.In some cases,regulations also extend to certain aspects of our business,such as network andcobrand arrangements or the terms of card acceptance for merchants,and we have exited our network businesses in the EUandAustralia as a result of regulation in those jurisdictions,for example.Ther

270、e is uncertainty as to when or how interchangefee caps and other provisions of the EU payments legislation might apply when we work with cobrand partners and agents inthe EU.Given differing interpretations by regulators and participants in cobrand arrangements,we are subject to regulatoryaction,pena

271、lties and the possibility we will not be able to maintain our existing cobrand and agent relationships in the EU.See“Our business is subject to comprehensive government regulation and supervision,which could materially adversely affect ourresults of operations and financial condition”under“Risk Fact

272、ors.”18In various countries,such as certain Member States in the EU andAustralia,merchants are permitted by law to surcharge cardpurchases.In addition,the laws of a number of states in the United States that prohibit surcharging have been overturned andcertain states have passed or are considering l

273、aws to permit surcharging by merchants.Effective October 6,2022,merchantsin Canada(other than in Quebec)are now permitted to surcharge credit card purchases up to a maximum of 2.4 percent as aresult of a litigation settlement with Visa and Mastercard.Surcharging is an adverse customer experience and

274、 could have amaterial adverse effect on us,particularly where it only or disproportionately impacts credit card usage or card usagegenerally,our Card Members or our business.In addition,other steering or differential acceptance practices that are permittedby regulation in some jurisdictions could al

275、so have a material adverse effect on us.See“Surcharging or steering by merchantscould materially adversely affect our business and results of operations”under“Risk Factors.”In some countries,governments have established regulatory regimes that require international card networks to be locallylicense

276、d and/or to localize aspects of their operations.For example,the Reserve Bank of India,which has broad power underthe Payment and Settlement SystemsAct,2007 to regulate the membership and operations of card networks,issued amandate requiring payment systems operators in India to store certain paymen

277、ts data locally.In 2021,it imposed restrictionson American Express Banking Corp.from engaging in certain card issuing activities in India,which were lifted in August 2022following significant investment in technology,infrastructure and resources to comply with the regulation.The developmentand enfor

278、cement of these and other similar laws,regulations and policies may adversely affect our ability to competeeffectively and maintain and extend our global network.P Privacy,Data Protection,Data Governance,Information and Cyber Securityrivacy,Data Protection,Data Governance,Information and Cyber Secur

279、ityRegulatory and legislative activity in the areas of privacy,data protection,data governance and information and cyber securitycontinues to increase worldwide.We have established,and continue to maintain,policies and a governance framework tocomply with applicable privacy,data protection,data gove

280、rnance and information and cyber security laws and requirements,meet evolving customer and industry expectations and support and enable business innovation and growth.Our regulators are increasingly focused on ensuring that our privacy,data protection,data governance and cyber security-related polic

281、ies and practices are adequate to inform customers of our data collection,use,sharing and/or security practices,to provide them with choices,if required,about how we use and share their information,and to appropriately safeguard theirpersonal information and account access.Regulators are also focuse

282、d on data management,resiliency and businesscontinuity,and third-party risk management policies and practices.In the United States,certain of our businesses are subject to the privacy,disclosure and safeguarding provisions of theGramm-Leach-BlileyAct(GLBA)and its implementing regulations and guidanc

283、e.Among other things,GLBAimposes certainlimitations on our ability to share consumersnonpublic personal information with nonaffiliated third parties and requires us todevelop,implement and maintain a written comprehensive information security program containing safeguards that areappropriate to the

284、size and complexity of our business,the nature and scope of our activities and the sensitivity of customerinformation that we process.We have also expanded privacy rights to California residents who are not covered by GLBA,pursuant to the California Consumer Privacy Act of 2018,as amended by the Cal

285、ifornia Privacy RightsAct of 2020.Variousregulators,U.S.states and territories are considering similar requirements or have adopted laws,rules and regulationspertaining to privacy and/or information and cyber security that may be more stringent and/or expansive than federalrequirements.We are also s

286、ubject to certain privacy,data protection,data governance and information and cyber security laws in othercountries in which we operate(including countries in the EU,Australia,Canada,China,Japan,Hong Kong,India,Indonesia,Mexico,Singapore,Thailand and the United Kingdom),some of which are more string

287、ent and/or expansive than those in theUnited States and some of which may conflict with each other.Some countries and the EU have instituted or are consideringinstituting requirements that make it onerous to transfer personal data to other jurisdictions.Other countries may require in-country data pr

288、ocessing and/or in-country storage of data.Compliance with such laws results in higher technology,administrative and other costs for us,could limit our ability to optimize the use of our closed-loop data,and could require useof local technology services.Some of these laws also require us to provide

289、foreign governments and other third parties broaderaccess to our data and intellectual property.Data breach and operational outage notification laws or regulatory activities toencourage such notifications and regulatory activity and laws around resiliency,business continuity and third-party riskmana

290、gement are also becoming more prevalent in jurisdictions outside the United States in which we operate.19In Europe,the EU General Data Protection Regulation(GDPR)imposes legal and compliance obligations on companies thatprocess personal data of individuals in the EU,irrespective of the geographical

291、location of the company,with the potential forsignificant fines for non-compliance(up to 4 percent of total annual worldwide revenue).The GDPR includes,among otherthings,a requirement for prompt notice of data breaches,in certain circumstances,to affected individuals and supervisoryauthorities.The U

292、K GDPR mirrors the compliance requirements and fine structure of the GDPR.In October 2022,an ExecutiveOrder was signed that,together with regulations issued by the U.S.Department of Justice,would implement a new data privacyframework for cross border transfers of EU personal data to the United State

293、s.A Anti-Money Laundering,Countering the Financing of Terrorism,Economic Sanctions and Anti-CorruptionCompliancenti-Money Laundering,Countering the Financing of Terrorism,Economic Sanctions and Anti-CorruptionComplianceWe are subject to significant supervision and regulation,and an increasingly stri

294、ngent enforcement environment,with respectto compliance with anti-money laundering(AML),countering the financing of terrorism(CFT),sanctions and anti-corruptionlaws and regulations.Failure to maintain and implement adequate programs and policies and procedures forAML/CFT,sanctions and anti-corruptio

295、n compliance could have material financial,legal and reputational consequences.Anti-Money Laundering and Countering the Financing of TerrorismWe are subject to a significant number of AML/CFT laws and regulations globally.In the United States,the majority of AML/CFT requirements are derived from the

296、 Currency and ForeignTransactions ReportingAct and the accompanying regulations issued by the U.S.Department of theTreasury(collectively referred to as the BankSecrecy Act),as amended by the USA PATRIOTAct of 2001(the PatriotAct).The Anti-Money LaunderingAct of 2020(theAMLA),enacted inJanuary 2021,a

297、mended the Bank Secrecy Act and is intended to comprehensively reform and modernizeU.S.AML/CFT laws.Many of the statutory provisions in the AMLA will require additional rulemakings,reports and othermeasures,the effects of which are not known at this time.In Europe,AML/CFTrequirements are largely the

298、 result of countries transposing the 5th and 6th EU Anti-Money LaunderingDirectives(and preceding EUAnti-Money Laundering Directives)into local laws and regulations.Numerous other countries,such as Argentina,Australia,Canada,India,Mexico,New Zealand and Russia,have also enacted or proposed new or en

299、hancedAML/CFT legislation and regulations applicable to American Express.Among other things,these laws and regulations require us to establishAML/CFTprograms that meet certain standards,including,in some instances,expanded reporting,particularly in the area of suspicious transactions,and enhanced in

300、formationgathering and recordkeeping requirements.Our AML/CFT programs have become the subject of heightened scrutiny in somecountries,including certain Member States in the EU.Any errors,failures or delays in complying with AML/CFT laws,perceiveddeficiencies in our AML/CFTprograms or association of

301、 our business with money laundering,terrorist financing,tax fraud orother illicit activity can give rise to significant supervisory,criminal and civil proceedings and lawsuits,which could result insignificant penalties and forfeiture of assets,loss of licenses or restrictions on business activities,

302、or other enforcementactions.Economic SanctionsNational governments and international bodies,such as the United Nations and the EU,have imposed economic sanctionsagainst individuals,entities,vessels,governments and countries that endanger their interests or violate international norms ofbehavior.Sanc

303、tions have been used to advance a range of foreign policy goals,including conflict resolution,counterterrorism,counternarcotics and promotion of democracy and human rights,among other national and international interests.Failure tocomply with such requirements could subject us to serious legal and r

304、eputational consequences,including criminal penalties.20The United States has imposed economic sanctions that affect transactions with designated foreign countries,nationals andothers.The United States prohibits U.S.persons from engaging with individuals and entities identified as“Specially Designat

305、edNationals,”such as terrorists and narcotics traffickers,without a license or other authorization.These prohibitions areadministered by the U.S.Department of theTreasurys Office of ForeignAssets Control(OFAC).OFAC regulations prohibit U.S.persons from engaging in financial transactions with or rela

306、ting 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 prohibittransfers of property subject to U.S.jurisdiction(including property in the possession or control of U.S.persons)to

307、 suchindividual,entity,vessel,government or country.Blocked assets(e.g.,property or bank deposits)cannot be paid out,withdrawn,set off or transferred in any manner without a license from OFAC.We maintain a global sanctions compliance program designed to meet the requirements of applicable sanctions

308、regimes.Anti-CorruptionWe are subject to complex anti-corruption laws and regulations,including the U.S.Foreign Corrupt PracticesAct(the FCPA),the UK Bribery Act and other laws that prohibit the making or offering of improper payments.The FCPA makes it illegal tocorruptly offer or provide anything o

309、f value to foreign government officials,political parties or political party officials for thepurpose of obtaining or retaining business or an improper advantage.The FCPA also requires us to strictly comply with certainaccounting and internal controls standards.The UK Bribery Act also prohibits comm

310、ercial bribery and the receipt of a bribe,and makes it a corporate offense to fail to prevent bribery by an associated person,in addition to prohibiting improperpayments to foreign government officials.Failure by us or our colleagues,contractors or agents to comply with the FCPA,theUK Bribery Act an

311、d other similar laws can expose us and/or individual colleagues to investigation,prosecution and potentiallysevere criminal and civil penalties.C Compensation Practicesompensation PracticesOur compensation practices are subject to oversight by the Federal Reserve and the OCC.The federal banking regu

312、latorsguidance on sound incentive compensation practices sets forth three key principles for incentive compensation arrangementsthat are designed to help ensure that incentive compensation plans do not encourage imprudent risk-taking and are consistentwith the safety and soundness of banking organiz

313、ations.The three principles provide that a banking organizations incentivecompensation arrangements should(1)provide incentives that appropriately balance risk and financial results in a mannerthat does not encourage employees to expose their organizations to imprudent risks,(2)be compatible with ef

314、fective internalcontrols and risk management and(3)be supported by strong corporate governance,including active and effective oversightby the organizations board of directors.Any deficiencies in our compensation practices that are identified by the bankingregulators in connection with their review o

315、f our compensation practices may be incorporated into our supervisory ratings,which can affect our ability to make acquisitions or perform other actions.Enforcement actions may be taken against us if ourincentive compensation arrangements or related risk-management control or governance processes ar

316、e determined to pose arisk to our safety and soundness,and we have not taken prompt and effective measures to correct the deficiencies.The Dodd-Frank Act requires U.S.financial regulators,including the Federal Reserve and the Securities and ExchangeCommission(SEC),to adopt rules on incentive-based p

317、ayment arrangements at specified regulated entities having at least$1billion in total assets.In 2016,the federal banking regulators,the SEC,the Federal Housing Finance Agency and the NationalCredit UnionAdministration proposed revised rules on incentive-based compensation practices,which have not ye

318、t beenfinalized.If these or other regulations are adopted in a form similar to what has been proposed,they will impose limitations onthe manner in which we may structure compensation for our colleagues,which could adversely affect our ability to hire,retainand motivate key colleagues.In October 2022

319、,the SEC adopted a new rule directing national securities exchanges to require policies mandating,in the caseof a restatement of previously issued financial statements,the recovery of excess incentive-based compensation paid tocurrent or former executive officers and requiring listed issuers to disc

320、lose any recovery analysis where recovery is triggered byany such restatement.21A ADDITIONALINFORMATIONDDITIONALINFORMATIONWe maintain an Investor Relations website at http:/.We make available free of charge,on or throughthis website,our annual,quarterly and current reports and any amendments to tho

321、se reports as soon as reasonablypracticable following the time they are electronically filed with or furnished to the SEC.In addition,we routinely post financial and other information,some of which could be material to investors,on our InvestorRelations website.Information regarding our corporate su

322、stainability initiatives,including our Environmental,Social andGovernance reports,are available on the Corporate Sustainability section of our website athttp:/ content of any of our websites referred to in this report is not incorporated by reference into this report or any other reportfiled with or

323、 furnished to the SEC.We have included such website addresses only as inactive textual references and do notintend them to be active links.You can find certain statistical disclosures required of bank holding companies starting on page A-1,which are incorporatedherein by reference.Our business as a

324、whole has not experienced significant seasonal fluctuations,although network volumes tend to bemoderately higher in the fourth quarter than in other quarters.As a result,the amount of Card Member loans and receivablesoutstanding tend to be moderately higher during that quarter.The average discount r

325、ate also tends to be slightly lower duringthe fourth quarter due to a higher level of retail-related billed business.22I ITEM 1A.RISK FACTORSTEM 1A.RISK FACTORSThis section highlights certain risks that could affect us and our businesses,broadly categorized as“Strategic,Business andCompetitive Risks

326、,”“Legal,Regulatory and Compliance Risks”and“Credit,Liquidity and Market Risks.”You should carefullyconsider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K,including the“Risk Management”section under“MD&A,”which describes our approach to ide

327、ntifying,monitoring and managing the riskswe assume in conducting our businesses and provides certain quantitative and qualitative disclosures about market risks.Therisks and uncertainties we face are not limited to those described below.Additional risks and uncertainties not presently knownto us or

328、 that we currently believe to be immaterial may also adversely affect our business.Strategic,Business and Competitive RisksBusiness and economic conditions are a major driver of our results of operations and difficult conditions in the business andeconomic environment may materially adversely affect

329、 our business.Strategic,Business and Competitive RisksBusiness and economic conditions are a major driver of our results of operations and difficult conditions in the business andeconomic environment may materially adversely affect our business.We offer a broad array of products and services to cons

330、umers,small businesses,mid-sized companies and large corporationsand thus are very dependent upon the level of consumer and business activity and the demand for payment and financingproducts.Slow economic growth,economic contraction or shifts in broader consumer and business trends significantly imp

331、actcustomer behaviors,including spending on our cards,the ability and willingness of Card Members to borrow and pay amountsowed to us,and demand for fee-based products and services.Factors such as consumer spending and confidence,household income and housing prices,unemployment rates,businessinvestm

332、ent and inventory levels,bankruptcies,geopolitical instability(including the ongoing military conflict in Ukraine),publicpolicy decisions,government spending,international trade relationships,interest rates,taxes,inflation and deflation(includingthe effects of related governmental responses),energy

333、costs,availability of capital and credit and the continuing impacts of theCOVID-19 pandemic all affect the economic environment and,ultimately,our profitability.Recently,levels of inflation have beensignificantly elevated.Sustained periods of high inflation may,among other things,increase certain of our expenses and erodeconsumer purchasing power,confidence and spending.An economic downturn or rec