UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 20172020

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to    
Commission File No. 1-7657
axp-20201231_g1.jpg
American Express Company
(Exact name of registrant as specified in its charter)

New York13-4922250
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 Vesey Street
New York, New York
10285
(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (212) 640-2000
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares (par value $0.20 per Share)AXPNew York Stock Exchange


Securities registered pursuant to Sectionsection 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No   o
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  ��o    No  þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during 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 filing requirements for the past 90 days.    Yes  þ    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for asuch shorter period that the registrant was required to submit and post such files).    Yes  þ    No  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form  10-K.  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company
Emerging growth company
(Do not check if a smaller reporting 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.      
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No   þ
As of June 30, 2017,2020, the aggregate market value of the registrant’s voting shares held by non-affiliates of the registrant was approximately $74.3$76.6 billion based on the closing sale price as reported on the New York Stock Exchange.
As of February 6, 2018,3, 2021, there were 860,278,838805,588,980 common shares of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III: Portions of Registrant’s Proxy Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of Shareholders to be held on May 7, 2018.4, 2021.





Table of Contents

TABLE OF CONTENTS

Form 10-K

Item Number

   Page    
 PART I  
   1. Business  
 

Introduction

  1
 

Business Operations

  2
 

Competition

  4
 

Supervision and Regulation

  5
 

Executive Officers of the Company

  15
 

Employees

  16
 

Additional Information

  16
   1A. Risk Factors  16
   1B. Unresolved Staff Comments  30
   2. Properties  30
   3. Legal Proceedings  31
   4. Mine Safety Disclosures  32
 PART II  
   5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  33
   6. Selected Financial Data  35
   7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)  36
 

Executive Overview

  36
 

Consolidated Results of Operations

  39
 

Business Segment Results

  46
 

Consolidated Capital Resources and Liquidity

  55
 

Off-Balance Sheet Arrangements and Contractual Obligations

  63
 

Risk Management

  65
 

Critical Accounting Estimates

  71
 

Other Matters

  74
   7A. Quantitative and Qualitative Disclosures about Market Risk  79
   8. Financial Statements and Supplementary Data  79
 

Management’s Report on Internal Control Over Financial Reporting

  79
 

Report of Independent Registered Public Accounting Firm

  80
 

Index to Consolidated Financial Statements

  82
 

Consolidated Financial Statements

  83
 

Notes to Consolidated Financial Statements

  88
   9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  139
   9A. Controls and Procedures  139
   9B. Other Information  139
Form 10-K
Item Number
Page



i

Table of Contents

     
 PART III  
   10. Directors, Executive Officers and Corporate Governance  140
   11. Executive Compensation  140
   12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  140
   13. Certain Relationships and Related Transactions, and Director Independence  140
   14. Principal Accounting Fees and Services  140
 PART IV  
   15. Exhibits, Financial Statement Schedules  141
   16. Form 10-K Summary  141
 Signatures  142
 Guide 3 — Statistical Disclosure by Bank Holding Companies  A-1
 Exhibit Index  E-1

This Annual Report on Form 10-K, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 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,” “estimate,” “predict,” “potential,” “continue” or other similar expressions. We discuss certain factors that affect our business and operations and that may cause our actual results to 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 as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements.
This report includes trademarks, such as American Express®, which are protected under applicable intellectual property laws and are the property of American Express Company or its subsidiaries. This report also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners. Solely for convenience, our trademarks and trade names referred to in this report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
Throughout this report the terms “American Express,” “we,” “our” or “us,” refer to American Express Company and its subsidiaries on a consolidated basis, 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 of American Express’ relationship with any third parties. Refer to the “MD&A―&A ― Glossary of Selected Terminology” for the definitions of certainother key terms used in this report.



PART I

ITEM 1.    BUSINESS
ITEM 1.
BUSINESS
INTRODUCTION
Overview
American Express Company, together with its consolidated subsidiaries, is a global servicesglobally integrated payments company that provides our customers with access to products, insights and experiences that enrich lives and build business success. We are a leader in providing credit and charge cards to consumers, small businesses, mid-sized companies and large corporations around the world. American Express®cards issued by American Express as well as by third-party banks and other institutions on the American Express network permit Card Members to charge purchases of goods and services at the millions of merchants around the world that accept cards bearing our logo.
Our principalvarious products and services are chargesold globally to diverse customer groups through various channels, including mobile and credit card productsonline applications, affiliate marketing, customer referral programs, third-party vendors and business partners, direct mail, telephone, in-house sales teams and direct response advertising. Business travel-related services are offered to consumers and businesses around the world.through our non-consolidated joint venture, American Express Global Business Travel (the GBT JV).
We were founded in 1850 as a joint stock association and were incorporated in 1965 as a New York corporation. American Express Company and its principal operating subsidiary, American Express Travel Related Services Company, Inc. (TRS), are bank holding companies under the Bank Holding Company Act of 1956, as amended (the BHC Act), subject to supervision and examination by the Board of Governors of the Federal Reserve System (the Federal Reserve).
Our headquarters are located in lower Manhattan, New York, New York. We also have offices in other locations throughout the world.
During 2017, we principally engagedengage in businesses comprising fourthree reportable operating segments: U.S.Global Consumer Services International ConsumerGroup (GCSG), Global Commercial Services (GCS) and Global Merchant and Network Services Global Commercial Services and Global Merchant Services.(GMNS). Corporate functions and certain other businesses are included in Corporate & Other. You can findOur businesses are global in scope and function together to form our end-to-end integrated payments platform, which we believe is a differentiator that underpins our business model. The COVID-19 pandemic has brought unprecedented challenges to businesses and economies around the world. While our business was significantly impacted by the pandemic in 2020 as further described in this report, we believe our progress in managing through it confirms the resilience of our differentiated business model.
For further information regardingabout our reportable operating segments, geographic operations and classesplease see “Business Segment Results of similar services in Note 25 to our “Consolidated Financial Statements.Operations” under “MD&A.
Products and Servicesaxp-20201231_g2.jpg
Our range of products and services includes:
·Charge card, credit card and other payment and financing products
·Merchant acquisition and processing, servicing and settlement, and point-of-sale marketing and information products and services for merchants
·Network services
·Other fee services, including fraud prevention services and the design and operation of customer loyalty programs
·Expense management products and services
·Travel-related services
·Stored value/prepaid products
Our various products and services are sold globally to diverse customer groups, including consumers, small businesses, mid-sized companies and large corporations. These products and services are sold through various channels, including online applications, direct mail, in-house teams, third-party vendors and direct response advertising. Business travel-related services are offered through our non-consolidated joint venture, American Express Global Business Travel (the GBT JV).
Our general-purpose card network, card-issuing and merchant-acquiring and processing businesses are global in scope. We are a world leader in providing charge and credit cards to consumers, small businesses, mid-sized companies and large corporations. These cards include cards issued by American Express as well as cards issued by third-party banks and other institutions that are accepted by merchants on the American Express network. American Express® cards permit Card Members to charge purchases of goods and services in most countries around the world at the millions of merchants that accept cards bearing our logo.
Our business as a whole has not experienced significant seasonal fluctuations, although card billed business tends to be moderately higher in the fourth quarter than in other quarters. As a result, the amount of Card Member loans and receivables outstanding tend to be moderately higher during that quarter. The average discount rate also tends to be slightly lower during the fourth quarter due to a higher level of retail-related billed business volumes.
The American Express Brand
Our brand and its attributes—trust, security and service—are key assets. We invest heavily in managing, marketing, promoting and protecting our brand, including through the delivery of our products and services in a manner consistent with our brand promise. Our brand has consistently been rated one of the most valuable brands in the world. We also place significant importance on trademarks, service marks and patents, and seek to secure our intellectual property rights around the world.





1

1


Table of Contents

Our Integrated NetworkPayments Platform
Through our general-purpose card-issuing, merchant-acquiring and Spend-Centric Model
Wherevercard network businesses, we manage bothare able to connect participants and provide differentiated value across the card-issuing activities of the business and the acquiring relationship with merchants, there is a “closed loop” in that we have direct access to information at both ends of the card transaction, which distinguishes our integrated network from the bankcard networks.commerce path. We maintain direct relationships with both our Card Members (as a card issuer) and merchants (as an acquirer), and we handle all key aspects of those relationships. Through contractualThese relationships create a “closed loop” in that we also obtain datahave direct access to information at both ends of the card transaction, which distinguishes our integrated payments platform from third-party card issuers, merchant acquirers and processors with whom we do business. the bankcard networks.
Our integrated networkpayments platform allows us to analyze information on Card Member spending and build algorithms and other analytical tools that we use to underwrite risk, reduce fraud and provide targeted marketing and other information services for merchants and special offers and services to Card Members, through a variety of channels, all while respecting Card Member preferences and protecting Card Member and merchant data in compliance with applicable policies and legal requirements. Through contractual relationships, we also obtain information from third-party card issuers, merchant acquirers, aggregators and processors with whom we do business.
Card Issuing Businesses
Our global proprietary card-issuing businesses are conducted through our GCSG and GCS reportable operating segments. We offer a broad set of card products, rewards and services to a diverse consumer and commercial customer base, in the United States and internationally. We acquire and retain high-spending, engaged and creditworthy Card Members by:
Designing innovative products and features that appeal to our target customer base and meet their spending and borrowing needs
Using incentives to drive spending on our various card products and engender loyal Card Members, including our Membership Rewards® program, cash-back reward features and participation in loyalty programs sponsored by our cobrand and other partners
Providing digital and mobile services and an array of benefits and experiences across card products, such as airport lounge access and other travel and lifestyle benefits, which we believe are difficult for others to replicate and help increase Card Member engagement
Creating world-class service experiences by delivering exceptional customer care
Developing a wide range of partner relationships, including with other corporations and institutions that sponsor certain of our cards under cobrand arrangements and provide benefits and services to our Card Members
During 2020, we enhanced our value propositions on many of our card products, including adjusting our rewards programs and adding limited time offers and statement credits in categories that are relevant in the current environment, such as wireless, streaming services, business essentials and food delivery. We also created a Customer Pandemic Relief Program to provide short-term support for customers impacted by COVID-19, and we enhanced and expanded our longer-term Financial Relief Program for Card Members who need additional financial assistance during this time. Additionally, we participated in the U.S. Small Business Administration Paycheck Protection Program (PPP), designed to provide small businesses with support to cover payroll and certain other expenses.
For the year ended December 31, 2020, worldwide proprietary billed business (spending on American Express cards issued by us) was $870.7 billion and at December 31, 2020, we had 68.9 million proprietary cards-in-force worldwide.
Merchant Acquiring Business
Our GMNS reportable operating segment builds and manages relationships with millions of merchants around the world that choose to accept American Express cards. This includes signing new merchants to accept our cards, agreeing on the discount rate (a fee charged to the merchant for accepting our cards) and handling servicing for merchants. We also build and maintain relationships with merchant acquirers, aggregators and processors to manage aspects of our merchant services business. For example, through our OptBlue® merchant-acquiring program, third-party acquirers contract directly with small merchants for card acceptance on our network and determine merchant pricing. We continue to grow merchant acceptance of American Express cards around the world and work with merchant partners so that our Card Members are warmly welcomed and encouraged to spend in the millions of places where their American Express cards are accepted.




2

Table of Contents
GMNS also provides fraud-prevention tools, marketing solutions, data analytics and other programs and services to merchants and other partners that leverage the capabilities of our integrated payments platform.
During 2020, we adjusted certain policies to back our merchant partners in the current environment, including raising contactless transaction thresholds and reminding them that we do not require Card Members’ signatures at the point of sale. We also launched our largest-ever Shop Small campaign to support small businesses around the world, which have been significantly impacted by the pandemic.
Card Network Business
We operate a payments network through which we establish and maintain relationships with third-party banks and other institutions in approximately 98 countries and territories, licensing the American Express brand and extending the reach of our global network. These network partners are licensed to issue local currency American Express-branded cards in their countries and/or serve as the merchant acquirer for local merchants on our network.
During 2020, our joint venture with Lianlian DigiTech Co., Ltd, a Chinese fintech services company, received approval from the People’s Bank of China for a network clearing license and began processing transactions in mainland China.
For the year ended December 31, 2020, worldwide network services billed business (spending on American Express cards issued by third parties) was $139.9 billion and at December 31, 2020, we had 43.1 million cards-in-force issued by third parties worldwide.
Diverse Customer Base and Global Footprint
Our broad and diverse customer base spans consumers, small businesses, mid-sized companies and large corporations around the world. The following charts provide a summary of our diverse set of customers and broad geographic footprint based on billed business volumes:

axp-20201231_g3.jpg




3

Table of Contents
Partners and Relationships
Our integrated payments platform allows us to work with a range of business partners, and our partners in return help drive the scale and relevance of the platform.
There are many examples of how we connect partners with our integrated payments platform, including: issuing cards under cobrand arrangements with other corporations and institutions (e.g., Delta Air Lines, Marriott International, Hilton Worldwide Holdings and British Airways); offering innovative ways for our Card Members to earn and use points with our merchants (e.g., Pay with Points at Amazon.com); expanding merchant acceptance with third-party acquirers (e.g., OptBlue partners); developing new capabilities and features with our digital partners (e.g., PayPal); integrating into the supplier payment processes of our business customers (e.g., Bill.com, SAP Ariba and Coupa); and extending the platform into travel services with American Express leisure and business travel (e.g., Fine Hotels and Resorts).
Delta Air Lines is our largest strategic partner. Our relationships with, and revenues and expenses related to, Delta are significant and represent a significant source of value for our Card Members. We issue cards under cobrand arrangements with Delta and the Delta cobrand portfolio represented approximately 9 percent of our worldwide billed business and approximately 21 percent of worldwide Card Member loans as of December 31, 2020. The Delta cobrand portfolio generates fee revenue and interest income from Card Members and discount revenue from Delta and other merchants for spending on Delta cobrand cards. The current Delta cobrand agreement runs through the end of 2029 and we expect to continue to make significant investments in this partnership. Among other things, Delta is also a key participant in our Membership Rewards program, provides travel-related benefits and services, including airport lounge access for certain American Express Card Members, accepts American Express cards as a merchant and is a corporate payments customer.
Working with all of our partners, we seek to provide value, choice and unique experiences across our customer base.
Our Spend-Centric Model and Revenue Mix
Our “spend-centric” business model focuses on generating revenues primarily by driving spending on our cards and secondarily bythrough finance charges and fees. Spending on our cards, which is higher on average on a per-card basis versus our competitors, offers superior value to merchants in the form of loyal customers and larger transactions. Because of the revenues generated from having high-spending Card Members and the annual card fees we charge on many of our products, we are able to invest in attractive rewards and other benefits for Card Members, as well as targeted marketing and other programs and investments for merchants. This creates incentives for Card Members to spend more on their cards and positively differentiates American Express cards.
We believe our integrated network and spend-centric model givegives us the ability to provide differentiated value to Card Members, merchants and business partners.
The American Express Brand and Service Excellence
Our brand and its attributes—trust, security and service—are key assets. We invest heavily in managing, marketing, promoting and protecting our card-issuing partners.*
BUSINESS OPERATIONS
Global Consumer Servicesbrand, including through the delivery of our products and services in a manner consistent with our brand promise. The American Express brand is consistently ranked as one of the most valuable brands in the world. We place significant importance on trademarks, service marks and patents, and seek to secure our intellectual property rights around the world.
We offeraim to provide the world’s best customer experience every day and our reputation for world-class service has been recognized by numerous awards over the years. Our customer care professionals and partners treat servicing interactions as an opportunity to bring the brand to life for our customers, add meaningful value and deepen relationships.




4

Table of Contents
Our Business Strategies
Our framework for managing through the pandemic and the challenging economic environment is built on four principles: supporting our colleagues and winning as a wideteam; protecting our customers and our brand; structuring the company for growth in the future; and remaining financially strong. We remain focused on what we can control in the short term while identifying opportunities across our businesses to position ourselves for growth in the longer term. And we seek to grow our business over the longer term by focusing on four strategic imperatives:
First, we aim to expand our leadership in the premium consumer space by continuing to deliver membership benefits that span our customers’ everyday spending, borrowing, travel and lifestyle needs, expanding our roster of business partners around the globe and developing a range of charge cardsexperiences that attract high-spending customers.
Second, we seek to build on our strong position in commercial payments by evolving our card value propositions, further differentiating our corporate card and revolving credit cardsaccounts payable expense management solutions and designing innovative products and features, including financing and supplier payment solutions for our business customers.
Third, we are focused on strengthening our global network to consumersprovide unique value by continuing to help merchants navigate the convergence of online and offline commerce with fraud protection services, marketing insights and digital connections to higher-spending Card Members and continuing to work with our network partners to offer expanded products and services.
Finally, we want to continue to make American Express an essential part of our customers’ digital lives by developing more digital features, solutions and services, expanding our digital partnerships and making targeted acquisitions.




5

Table of Contents
Our Colleagues
We are committed to delivering a great colleague experience every day, cultivating the best talent and developing new ways of working to unlock enterprise value. We work to foster an inclusive and diverse culture and help our colleagues thrive both professionally and personally. When we do, 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 of guiding principles that reflect who we are and what we stand for. In 2020, we updated our Blue Box Values to be more explicit about our efforts to create an inclusive and diverse workforce:
We Back Our CustomersWe Embrace Diversity
We Make It GreatWe Stand for Inclusion
We Do What's RightWe Win as A Team
We Respect PeopleWe Support Our Communities
We take a holistic approach to serving our colleagues by offering them a variety of resources that support their physical, financial, emotional, social and overall well-being. Throughout the pandemic, one of our top priorities has been to ensure our colleagues have the flexibility and resources they need to stay safe, healthy and productive.
As of December 31, 2020, we employed approximately 63,700 people, whom we refer to as colleagues, with approximately 22,700 colleagues in the United States and internationally through our U.S. Consumer Services (USCS) and International Consumer & Network Services (ICNS) segments. In addition to our proprietary cards, we partner with banks and other organizations to issue American Express-branded products. Moreover, we offer several services that complement our core business, including consumer travel services and deposit and non-card financing products such as installment lending.
Our global proprietary card business offers a broad set of card products, rewards and services to acquire and retain high-spending, engaged and creditworthy Card Members. Core elements of our strategy are:
·Designing innovative products and features that appeal to our target customer base and meet their spending and borrowing needs
·
Using incentives to drive spending on our various card products and engender loyal Card Members, including our Membership Rewards® program, cash-back reward features and participation in loyalty programs sponsored by our cobrand and other partners
·Providing exceptional customer care, digital and mobile services and an array of benefits and experiences across card products to address travel and other needs and increase Card Member engagement
·Developing a wide range of partner relationships, including with other corporations and institutions that sponsor certain of our cards under cobrand arrangements

Our charge cards are designed primarily as a method of payment with Card Members generally paying the full amount billed each month. Charges are approved based on a variety of factors, including a Card Member’s current spending patterns, payment history, credit record and financial resources. Some charge card accounts have features that allow Card Members to revolve certain charges. Revolving credit card products provide Card Members with the flexibility to pay their bill in full each month or carry a monthly balance on their cards to finance the purchase of goods or services. Some revolving credit cards in the United States have the Plan ItSM feature, which eligible Card Members can use to set up a monthly payment for certain purchases over a fixed period of time.



* The use of the term “partner” or “partnering” does not mean or imply a formal legal partnership, and is not meant in any way to alter the terms of American Express’ relationship with third-party issuers and merchant acquirers.


2


Table of Contents

Our Global Network Services (GNS) business, which is included in our ICNS segment, establishes and maintains relationships with banks and other institutions around the world that issue cards and, in certain countries, acquire local merchants onto the American Express network. In assessing whether we should pursue a proprietary or GNS strategy in a given country, or some combination thereof, we consider a wide range of country-specific factors, including the regulatory environment, the stability and attractiveness of financial returns, the size of the potential Card Member base, the strength of available marketing and credit data, the size of cobrand opportunities and how we can best create strong merchant value. Our GNS arrangements are categorized as follows:
·
Independent Operator Arrangements, in which partners can be licensed to issue local currency cards in their countries and serve as the merchant acquirer and processor for local merchants
·
Network Card License Arrangements, in which partners can be licensed to issue American Express-branded cards primarily in countries where we have a proprietary card-issuing and/or merchant acquiring business
·Joint Venture Arrangements, in which we join with a third party to establish a separate business to sign new merchants and issue American Express-branded cards
The GNS business has established card-issuing and/or merchant-acquiring arrangements with banks and other institutions in approximately 130 countries and territories.
Global Commercial Services
In our Global Commercial Services (GCS) segment, we offer a wide range of card and payment programs, expense management tools, consulting services, business financing and cross-border payments solutions to small businesses, mid-size companies and large corporations around the world.
We have a suite of business-to-business payment solutions to help companies manage their spending and realize other potential benefits, including cost savings, process control and efficiency, and improved cash flow management. We offer local currency corporate cards and other expense management products in approximately 95 countries and territories, and have global U.S. dollar and euro corporate cards available in approximately 110 countries and territories. We also provide products and services, including charge cards, revolving credit cards and non-card payment and financing solutions, to small and mid-sized businesses in the United States and internationally.
We also engage in advocacy efforts on behalf of small businesses and seek to increase awareness of the importance of small businesses in our communities, including by continuing to lead Small Business Saturday®.
Global Merchant Services
Our Global Merchant Services (GMS) business builds and maintains relationships with merchants, merchant acquirers, aggregators and processors, and processes card transactions and settles with merchants that choose to accept our cards for purchases. We sign merchants to accept our cards and provide fraud-prevention tools, marketing solutions, digital assets and other programs and services to merchants leveraging the capabilities provided by our integrated network.
Through our direct and inbound channels, we contract with merchants, agree on the discount rate (a fee charged to the merchant for accepting our cards) and handle servicing. We also work with third parties to acquire small- and medium-sized merchants. For example, through our OptBlue® merchant-acquiring program, third-party processors contract directly with small merchants for card acceptance and determine merchant pricing. The OptBlue program provides an alternative for eligible small merchants who may prefer to deal with one acquirer for all their card acceptance needs. OptBlue processors provide relevant merchant data back to us so we can maintain our closed loop of transaction data.
We continue to grow merchant acceptance of American Express cards around the world. We estimate that, as of the end of 2017, our merchant network in the United States could accommodate nearly 95 percent of general-purpose card spending. Our international spend coverage is more limited, although we continue to focus on expanding our merchant network in locations41,000 colleagues outside the United States. We estimate thatconduct an annual Colleague Experience Survey to better understand our international merchant networkcolleagues’ needs and overall experience at American Express and in 2020, 94 percent of colleagues who participated in the survey said they would recommend American Express as a whole could accommodate more than 80great place to work. Our 2020 annual company scorecard included talent retention and diversity representation goals to globally increase minority and women representation at management levels and retain our key talent. As of December 31, 2020, female colleagues comprised 52 percent of general-purpose card spending. These percentages areour global workforce and Asian, Black/African American and Hispanic/Latinx people represented 19.7 percent, 12.0 percent and 13.0 percent, respectively, of our U.S. workforce based on comparing spending on all networks’ general-purpose creditpreliminary data for our 2020 U.S. EEO-1 submission.
We regularly review our compensation practices to ensure colleagues in the same job, level and charge cards at merchants that accept American Express cards with total general-purpose creditlocation are compensated fairly regardless of gender globally, and charge card spending at all merchants,race and are not percentages of locations accepting American Express cards.ethnicity in the United States. These reviews consider several factors known to affect compensation, including role, level, tenure, performance and geography. In the few instances where a review has found inconsistencies, we have made adjustments. After making these adjustments, we believe we achieved 100 percent pay equity in 2020 for colleagues across genders globally and across races and ethnicities in the United States.
GMS also builds loyalty coalition programs, such as the Payback® program in Germany, India, Italy, Mexico and Poland. Our loyalty coalition programs enable consumers to earn rewards points and use them to save on purchases from a variety of participating merchants through multi-category rewards platforms. Merchants generally fund the consumer offers and are responsible to us for the cost of loyalty points; we earn revenue from operating the loyalty platform and by providing marketing support.






6
3



Table of Contents

Information About Our Executive Officers
Corporate & OtherSet forth below, in alphabetical order, is a list of our executive officers as of February 12, 2021, including each executive officer’s principal occupation and employment during the past five years and reflecting recent organizational changes. None of our executive officers has any family relationship with any other executive officer, and none of our executive officers became an officer pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until the next annual election of officers or until his or her successor is elected and qualified. Each officer’s age is indicated by the number in parentheses next to his or her name.
Corporate & Other consists



7

Table of corporate functions and certain other businesses, including our prepaid services business that offers stored value/prepaid products, such as American Express Serve®, Bluebird®, the American Express® Gift Card and Travelers Cheques. In August 2017, we announced that a third party, InComm, will assume program management and issuer processing responsibilities for our prepaid reloadable and gift card products in the United States, subject to final agreement. We also expect that InComm will acquire the Serve technology platform and other assets related to the American Express prepaid reloadable and gift card products business.Contents
Our support functions, including servicing, credit, insurance and technology, are organized by process rather than business unit, which we believe serves to streamline costs, reduce duplication
DOUGLAS E. BUCKMINSTER —Group President, Global Consumer Services Group
Mr. Buckminster (60) has been Group President, Global Consumer Services Group since February 2018. Prior thereto, he had been President, Global Consumer Services Group since October 2015.
JEFFREY C. CAMPBELL —Chief Financial Officer
Mr. Campbell (60) has been Chief Financial Officer since August 2013.
MARC D. GORDON —Chief Information Officer
Mr. Gordon (60) has been Chief Information Officer since September 2012.
MONIQUE HERENA —Chief Colleague Experience Officer
Ms. Herena (49) has been Chief Colleague Experience Officer since April 2019. Ms. Herena joined American Express from BNY Mellon, where she served as the Chief Human Resources Officer and Senior Executive Vice President, Human Resources, Marketing and Communications since 2014.
RAYMOND JOABAR —Chief Risk Officer and President, Global Risk & Compliance
Mr. Joabar (55) has been Chief Risk Officer and President, Global Risk & Compliance since September 2019. Prior thereto, he had been President of International Consumer Services and Global Travel and Lifestyle Services since February 2018. He also served as Executive Vice President, Global Servicing Network from February 2016 to February 2018 and Executive Vice President, World Service from November 2015 to February 2016.
ANNA MARRS —President, Global Commercial Services
Ms. Marrs (47) has been President, Global Commercial Services since September 2018. Ms. Marrs joined American Express from Standard Chartered Bank, where she served as Regional CEO, ASEAN and South Asia since November 2016 and CEO, Commercial and Private Banking since October 2015.
DENISE PICKETT —President, Global Services Group
Ms. Pickett (55) has been President, Global Services Group since September 2019. Prior thereto, she had been Chief Risk Officer and President, Global Risk, Banking & Compliance since February 2018 and President, U.S. Consumer Services since October 2015.
ELIZABETH RUTLEDGE —Chief Marketing Officer
Ms. Rutledge (59) has been Chief Marketing Officer since February 2018. Prior thereto, she had been Executive Vice President, Global Advertising & Media since February 2016 and Executive Vice President, Card Products & Benefits since May 2013.
LAUREEN E. SEEGER —Chief Legal Officer
Ms. Seeger (59) has been Chief Legal Officer since July 2014.
JENNIFER SKYLER —Chief Corporate Affairs Officer
Ms. Skyler (44) has been Chief Corporate Affairs Officer since October 2019. Ms. Skyler joined American Express from The We Company, where she had been Chief Communications Officer from January 2018 to September 2019. Prior thereto, she had been Global Head of Public Affairs from January 2016 to January 2018.
STEPHEN J. SQUERI —Chairman and Chief Executive Officer
Mr. Squeri (61) has been Chairman and Chief Executive Officer since February 2018. Prior thereto, he had been Vice Chairman since July 2015.
ANRÉ WILLIAMS —Group President, Global Merchant and Network Services
Mr. Williams (55) has been Group President, Global Merchant and Network Services since February 2018. Prior thereto, he had been President of Global Merchant Services and Loyalty since October 2015.




8

Table of work, better integrate skills and expertise and improve customer service.Contents
COMPETITION
We compete in the global payments industry with charge, credit and debit card networks, issuers and acquirers, paper-based transactions (e.g., cash and checks), bank transfer models (e.g., wire transfers and Automated Clearing House, or ACH), as well as evolving and growing alternative paymentmechanisms, systems and financing providers. As the payments industry continues to evolve, we face increasing competition from non-traditional playersproducts that leverage new technologies, business models and customer relationships to create payment or financing solutions. The payments industry continues to undergo dynamic changes in response to evolving technologies, consumer habits and merchant needs, some of which have accelerated as a result of the pandemic, such as an increased shift to e-commerce and demand for contactless payments.
As a card issuer, we compete with financial institutions that issue general-purpose charge and revolving credit cards and debit cards. We also encounter competition from businesses that issue their own private label cards, operate their own mobile wallets or extend credit to their customers.credit. We face increasingintense competition for cobrand relationships, as both card issuer and network competitors have targeted key business partners with attractive value propositions.
Our global card network competes in the global payments industry with other card networks, including, among others, China UnionPay, Visa, MasterCard,Mastercard, JCB, Discover (primarily in the United States),and Diners Club International (which is owned by Discover Financial Services), and JCB and China UnionPay (primarily in Asia)Discover). We are the fourth largest general-purpose card network on a global basisglobally based on purchase volume, behind China UnionPay, Visa and MasterCard.Mastercard. In addition to such networks, a range of companies globally, including merchant acquirers, processors and processors,web- and mobile-based payment platforms (e.g., Alipay, PayPal and Venmo), as well as regional payment networks (such as the National Payments Corporation of India), carry out some activities similar to those performed by our GMS and GNS businesses.GMNS business.
The principal competitive factors that affect the card-issuing, networkmerchant and merchant servicenetwork businesses include:
The features, value and quality of the products and services, including customer care, rewards programs, partnerships, benefits and digital and mobile services, and the costs associated with providing such features and services
·
The features, value and quality of the products and services, including customer care, rewards programs, partnerships, benefits and digital and mobile services, and the costs associated with providing such features and services
Reputation and brand recognition
·
The number, spending characteristics and credit performance of customers
The number, spending characteristics and credit performance of customers
·
The quantity, diversity and quality of the establishments where the cards can be used
The quantity, diversity and quality of the establishments where the cards can be used
·
The attractiveness of the value proposition to card issuers, merchant acquirers, cardholders and merchants (including the relative cost of using or accepting the products and services, and capabilities such as fraud prevention and data analytics)
The attractiveness of the value proposition to card issuers, merchant acquirers, cardholders, corporate clients and merchants (including the relative cost of using or accepting the products and services, and capabilities such as fraud prevention and data analytics)
·
The number and quality of other payment cards and other forms of payment available to customers
The number and quality of other cards and other forms of payment and financing available to customers
·
The success of marketing and promotional campaigns
The success of marketing and promotional campaigns
·
Reputation and brand recognition
The speed of innovation and investment in systems, technologies, and product and service offerings
·
The speed of innovation and investment in systems, technologies, and product and service offerings
The nature and quality of expense management tools, electronic payment methods and data capture and reporting capabilities, particularly for business customers
·
The nature and quality of expense management tools, electronic payment methods and data capture and reporting capabilities, particularly for business customers
·The security of cardholder and merchant information
The security of cardholder, merchant and network partner information
Another aspect of competition is the dynamic and rapid growth of alternative payment and financing mechanisms, systems and products, which include payment aggregators, (e.g., PayPal, Squaredigital payment and Amazon), marketplace lenders, wireless payment technologies (including using mobile telephone networks to carry out transactions), web- and mobile-based payment platforms (e.g., Alipay, PayPal and Venmo), electronic wallet providers (including handset manufacturers, telecommunication providers, retailers, banksplatforms, point-of-sale lenders, real-time settlement and processing systems, financial technology companies), prepaid systems,companies, digital currencies gift cards,developed by both governments and the private sector, blockchain and similar distributed ledger technologies, prepaid systems and gift cards, and systems linked to payment cardscustomer accounts or that provide payment solutions. Partnerships have been formed by variousVarious competitors to integrateare integrating more financial services into their product offerings and competitors are attemptingseeking to replicate ourattain the benefits of closed-loop, functionality,loyalty and rewards functionalities, such as the merchant-processing platform ChaseNet. New payments competitors continue to emerge in response to evolving technologies, consumer habits and merchant needs.ours.






9

4


Table of Contents

In addition to the discussion in this section, see “Our operating results may materially suffer because of substantial and increasingly intense competition worldwide in the payments industry” in “Risk Factors” for further discussion of the potential impact of competition 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 “Ongoing legalLegal proceedings regarding provisions in our merchant contracts, including non-discrimination and honor-all-cards provisions, could have a material adverse effect on our business and result in additional litigation and/or arbitrations, subject us to substantial monetary damages and damage to our reputation and brand” in “Risk Factors” for a discussion of the potential impact on our ability to compete effectively due to government regulations or if ongoing legal proceedings limit our ability to prevent merchants from engaging in various actions to discriminate against our card products.




10

Table of Contents
SUPERVISION AND REGULATION
Overview
As a participant in the financial services industry, weWe are subject to substantialextensive government regulation and supervision in jurisdictions around the United States and in other jurisdictions,world, and the costs of compliance are substantial. In recent years, theThe financial services industry has beenis subject to rigorous scrutiny, high regulatory expectations, a range of regulations and a stringent regulatoryand unpredictable enforcement environment.
Governmental authorities have focused, and we believe will continue to focus, considerable attention on reviewing compliance by financial services firms with laws and regulations, and as a result, we continually work to evolve and improve our risk management framework, governance structures, practices and procedures. Reviews to assess compliance with laws and regulations by governmental authorities, as well as our own internal reviews, have resulted in, and are likely to continue to result in, changes to our products, practices and procedures, restitution to our customers and increased costs related to regulatory oversight, supervision and examination. We have also been subject to regulatory actions and may continue to be the subject of such actions, including governmental inquiries, investigations, enforcement proceedings and the imposition of fines or civil money penalties, in the event of noncompliance or alleged noncompliance with laws or regulations. In addition, legislators and regulators in various countries in which we operate have focused on the offering of consumer financial products and the operation of cardpayment networks, including through antitrust actions, legislation and regulationsresulting in changes to change certain practices or pricing of card issuers, merchant acquirers and payment networks, and, in some cases, to establishthe establishment of broad and ongoing regulatory oversight regimes for payment systems. regimes.
See “Risk Factors—Legal, Regulatory and Compliance Risks” for a discussion of the potential impact legislative and regulatory changes may have on our results of operations and financial condition.
Banking Regulation
Federal and state banking laws, regulations and policies extensively regulate the Company (which, for purposes of this section, refers to American Express Company as a bank holding company), TRS and our two U.S. bank subsidiaries,subsidiary, American Express CenturionNational Bank (Centurion Bank) and American Express Bank, FSB (American Express Bank)(AENB). Both the Company and TRS are subject to comprehensive consolidated supervision, regulation and examination by the Federal Reserve under the BHC Act. Centurion Bank, a Utah-chartered industrial bank,and AENB is regulated, supervised, and examined by the Utah Department of Financial Institutions and the Federal Deposit Insurance Corporation (FDIC). American Express Bank, a federal savings bank, is regulated supervised and examined by the Office of the Comptroller of the Currency (OCC). The Company and its subsidiaries are also subject to the rulemaking, enforcement and examination 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.divestitures, any of which could compromise 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.
On August 31, 2017, applications were made to the OCC for approval to convert Centurion Bank into a national bank and subsequently to merge American Express Bank into the successor national bank. The applications were conditionally approved on December 4, 2017. Subject to satisfaction of certain additional legal and regulatory requirements, we expect the conversion and merger to be completed in the first half of 2018. After completion, the former Centurion Bank and American Express Bank will be combined into a single national bank, to be known as American Express National Bank, subject to the regulation, supervision and examination of the OCC.
Activities
The BHC Act generally limits bank holding companies to activities that are considered to be banking activities and certain closely related activities. EachAs noted above, each of the Company and TRS is a bank holding company and each has elected to become a financial holding company, which is authorized to engage in a broader range of financial and related activities. In order to remain eligible for financial holding company status, we must meet certain eligibility requirements. Those requirements include that each of the Company and each of its subsidiary U.S. depository institutionsAENB must be “well capitalized” and “well managed,” and each of its subsidiary U.S. depository institutionsAENB must have received at least a “satisfactory” rating on its most recent assessment under the Community Reinvestment Act of 1977 (the CRA). The Company and TRS engage in various activities permissible only for financial holding companies, including, in particular, providing travel agency services, acting as a finder and engaging in certain insurance underwriting and agency services. If the Company fails to meet eligibility requirements for financial holding company status, it isand its subsidiaries are likely to be barred from engaging in new types of financial activities or making certain types of acquisitions or investments in reliance on its status as a financial holding company, and ultimately could be required to either discontinue the broader range of activities permitted to financial holding companies or divest its subsidiary U.S. depository institutions.AENB. In addition, the Company and its subsidiaries are prohibited by law from engaging in practices that the relevant regulatory authority deems unsafe or unsound (which such authorities generally interpret broadly).






11

5


Table of Contents

Acquisitions and Investments
Applicable federal and state laws place limitations on the ability of persons to invest in or acquire control of us without providing notice to or obtaining the approval of one or more of our regulators. In addition, we are subject to banking laws and regulations that limit our investments and acquisitions and, in some cases, subject them to the prior review and approval of our regulators, including the Federal Reserve the OCC and the FDIC. TheOCC. Federal banking agenciesregulators have broad discretion in evaluating proposed acquisitions and investments that are subject to their prior review or approval.
Stress TestingFinancial Regulatory Reform
In October 2019, the U.S. federal bank regulatory agencies finalized rules that tailor the application of the enhanced prudential standards to bank holding companies and Capital Planning
Thedepository institutions (the Tailoring Rules) pursuant to the amendments to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank)of 2010 (Dodd Frank) introduced by the Economic Growth, Regulatory Relief, and the Federal Reserve’s implementing regulations impose heightened prudential requirements onConsumer Protection Act. The Tailoring Rules assign each U.S. bank holding companiescompany with at least $50$100 billion or more in total consolidated assets, such as well as its bank subsidiaries, to one of four categories based on its status as a U.S. global systemically important banking organization and five other risk-based indicators: (i) size, (ii) cross-jurisdictional activity, (iii) non-bank assets, (iv) off-balance sheet exposure, and (v) weighted short-term wholesale funding.
Under the Tailoring Rules, the Company that are more stringent than those applicable(and, pursuant to smaller bank holding companies. Under the Federal Reserve’s regulations, the CompanyTailoring Rules, its depository institution subsidiary, AENB) is subject to annual supervisoryCategory IV standards.
Because a firm’s categorization under the Tailoring Rules is determined by, and semiannual company-run stress testing requirements that are designed to evaluate whether a bank holding company has sufficient capital on a total consolidated basis to absorb losses and support operations under adverse economic conditions. Centurion Bank and American Express Bank are also subject to annual stress testing requirements. We publishcan change over time dependent upon, how the stress test results forfirm measures against the Company, Centurion Bank and American Express Bank on our Investor Relations website.
The results of the Company’s annual stress test are incorporated into our annual capital plan, which must cover a “planning horizon” of at least nine quarters and whichrisk-based indicator thresholds, we are required to submit to the Federal Reserve for review under its Comprehensive Capital Analysismonitor and Review (CCAR) process. As part of CCAR, the Federal Reserve evaluates whetherperiodically report these risk-based indicators and there can be no assurance that the Company has sufficient capital towill continue operations under various scenarios of economic and financial market stress (developed by both the Company and the Federal Reserve), including after taking into account planned capital distributions, such as dividend payments and common stock repurchases. Sufficient capital for these purposes is likely to require us to maintain capital ratios appreciably above applicable minimum requirements and buffers. The scenarios are designed to stress our risks and vulnerabilities and assess our pro-forma capital position and ratios under hypothetical stress environments.
We are required to submit our capital plans and stress testing results to the Federal Reserve on or before April 5 of each year. The Federal Reserve is expected to publish the decisions for all the bank holding companies participating in CCAR in 2018, including the reasons for any objection to capital plans, by June 30, 2018. In addition, the Federal Reserve will publish separately the results of its supervisory stress test under both the supervisory severely adverse and adverse scenarios. The information to be released will include, among other things, the Federal Reserve’s projection of company-specific information, including post-stress capital ratio information over the planning horizon.
We may be required to revise and resubmit our capital plan as required by the Federal Reserve following certain events, such as a significant acquisition. In addition to other limitations, our ability to make any capital distributions (including dividends and share repurchases) is contingent on the Federal Reserve’s non-objection to our capital plan.


6


Table of Contents


Dividends and Other Capital Distributions
The Company and TRS, as well as Centurion Bank, American Express Bank and the Company’s insurance subsidiaries, are limited in their ability to pay dividends by statutes, regulations and supervisory policy.
Dividend payments by the Company to shareholders are subject to the oversight of the Federal Reserve. See “Stress Testing and Capital Planning.” Even if the Federal Reserve has not objected to a distribution, the Company may still not make a distribution without Federal Reserve approval if, among other things, the Company would not meet a minimum regulatory capital ratio after giving effect to the capital distribution, changes in facts would require resubmission of our capital plan or the Company’s earnings are materially underperforming its projectionsCategory IV firm in the capital plan.
In general, federal and applicable state banking laws prohibit, without first obtaining regulatory approval, insured depository institutions, such as Centurion Bank and American Express Bank, from making dividend distributions to, in our case, TRS, if such distributions are not paid out of available recent earnings or would cause the institution to fail to meet capital adequacy standards. In addition to specific limitations on the dividends the Company’s bank subsidiaries can pay to TRS, federal banking regulators have authority to prohibit or limit the payment of a dividend if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the institution.future.
Capital Leverage and Liquidity Regulation
Capital Rules
The Company Centurion Bank and American Express BankAENB are required to comply with the applicable capital adequacy rules established by federal banking regulators. These rules are intended to ensure that bank holding companies and depository institutions (collectively, banking organizations) have adequate capital given thetheir level of assets and off-balance sheet obligations. The federal banking regulators’ current capital rules which, subject to phase-in provisions, generally became applicable to the Company, Centurion Bank and American Express Bank in 2014 (the Capital Rules), largely implement the Basel Committee on Banking Supervision’s (the Basel Committee) framework for strengthening international capital regulation, known as Basel III. The minimum capital and buffer requirements under the Capital Rules will be fully phased in by January 1, 2019. For additional information regarding our capital ratios, see “Consolidated Capital Resources and Liquidity” under “MD&A.”
Under the Capital Rules, banking organizations are required to maintain minimum ratios for Common Equity Tier 1 (CET1), Tier 1 and Total capital to risk-weighted assets. In addition, all banking organizations remain subject to a minimum leverage ratio of Tier 1 capital to average total consolidated assets (as defined for regulatory purposes). The Company, as an advanced approaches institution, became subject to a supplementary leverage ratio (SLR) on January 1, 2018.
Since 2014, we have reported our capital adequacy ratios on a parallel basis to federal banking regulators using both risk-weighted assets calculated under the Basel III standardized approach, as adjusted for certain items, and the requirements for an advanced approaches institution. During this parallel period, federal banking regulators assess our compliance with the advanced approaches requirements. The parallel period will continue until we receive regulatory notification to exit parallel reporting, at which point we will begin publicly reporting regulatory risk-based capital ratios calculated under both the advanced approaches and the standardized approach under the Capital Rules, and will be required to use the lower of these ratios in order to determine whether we are in compliance with minimum capital and buffer requirements for the Company, Centurion Bank and American Express Bank. Depending on how the advanced approaches are ultimately implemented for our asset types, our capital ratios calculated under the advanced approaches may be lower than under the standardized approach. The standardized approach is currently the applicable measurement used in CCAR.
The Company, Centurion Bank and American Express Bank must each maintain CET1, Tier 1 capital (that is, CET1 plus additional Tier 1 capital) and Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets. We report our capital adequacy ratios of at least 4.5 percent, 6.0 percent and 8.0 percent, respectively. The Capital Rules also implement a 2.5 percent capital conservation buffer composed entirely of CET1, on top of these minimumusing risk-weighted asset ratios.assets calculated under the standardized approach. As a result,Category IV firm, we are not subject to the minimum ratios are effectively 7.0 percent, 8.5 percent and 10.5 percent for the CET1, Tier 1advanced approaches capital and Total capital ratios, respectively, on a fully phased-in basis. Implementation of the capital conservation buffer began on January 1, 2016 at the 0.625 percent level and increases in equal increments at the beginning of each year (i.e., 1.875 percent as of January 1, 2018) until it is fully implemented on January 1, 2019. The required minimum capital ratios for the Company may be further increased by a countercyclical capital buffer composed entirely of CET1 up to 2.5 percent, which may be assessed when federal banking regulators determine that such a buffer is necessary to protect the banking system from disorderly downturns associated with excessively expansionary periods. In December 2017, the Federal Reserve affirmed the countercyclical capital buffer of zero percent. Assuming full phase in of the capital conservation buffer and the maximum countercyclical capital buffer were in place, the Company’s effective minimum CET1, Tier 1 capital and Total capital ratios could be 9.5 percent, 11.0 percent and 13.0 percent, respectively.
Banking institutions whose ratio of CET1, Tier 1 Capital or Total capital to risk-weighted assets is above the minimum but below the capital conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on discretionary distributions such as dividends, repurchases and redemptions of capital securities, and executive compensation based on the amount of the shortfall.


7


Table of Contents

requirements.
In December 2017, the Basel Committee published standards that, among other things, revise the standardized approach for credit risk (including by recalibrating risk weights and introducing additional capital requirements for certain “unconditionally cancellable commitments” such as unused credit card lines of credit) and provide a new standardized calculation for operational risk capital requirements. If adopted in the United States as issued by the Basel Committee and applicable to us, the new standards could result in higher capital requirements for us.
Leverage RequirementsIn December 2018, federal banking regulators issued a final rule that provides an optional three-year phase-in period for the adverse regulatory capital effects of adopting the Current Expected Credit Loss (CECL) methodology pursuant to new accounting guidance for 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 of the adoption of the CECL methodology on regulatory capital for up to two years, followed by the three-year phase-in period. We elected to adopt the two-year delay followed by the three-year phase-in period. Therefore, the Company will begin phasing in the cumulative amount that is not recognized in regulatory capital at 25 percent per year beginning January 1, 2022. See "Critical Accounting Estimates" under "MD&A" for additional information on CECL.




12

Table of Contents
The Company and AENB must each maintain CET1, Tier 1 capital and Total capital ratios of at least 4.5 percent, 6.0 percent and 8.0 percent, respectively. On top of these minimum capital ratios, the Company is subject to a dynamic stress capital buffer (SCB) composed entirely of CET1 with a floor of 2.5 percent and AENB is subject to a static 2.5 percent capital conservation buffer (CCB). The SCB equals (i) the difference between a bank holding company’s starting and minimum projected CET1 capital ratios under the supervisory severely adverse scenario under the Federal Reserve's stress tests described below, plus (ii) one year of planned common stock dividends as a percentage of risk-weighted assets.
In August 2020, the SCB requirement for the Company was set at 2.5 percent. A bank holding company’s SCB requirement is generally effective on October 1 of each year and will remain in effect through September 30 of the following year unless it is reset in connection with resubmission of a capital plan, as discussed below. As a result, the effective minimum ratios for the Company (taking into account the SCB requirement) and AENB (taking into account the CCB requirement) are 7.0 percent, 8.5 percent and 10.5 percent for the CET1, Tier 1 capital and Total capital ratios, respectively. Banking organizations whose ratios of CET1, Tier 1 Capital or Total capital to risk-weighted assets are below these effective minimum ratios face constraints on discretionary distributions such as dividends, repurchases and redemptions of capital securities, and executive compensation. The capital distribution restrictions for the first quarter of 2021 discussed under “Stress Testing and Capital Planning” below are in addition to the SCB distribution constraints for bank holding companies at least through March 31, 2021. The Federal Reserve is expected to announce by March 31, 2021 any recalibration of the SCB requirements announced in August 2020.
We are also required to comply with minimum leverage ratio requirements. The leverage ratio is the ratio of a banking organization’s Tier 1 capital to its average total consolidated assets (as defined for regulatory purposes). All banking organizations are required to maintain a leverage ratio of at least 4.0 percent.
The Capital Rules also establish an SLR requirement for advanced approaches banking organizations such as the Company. The SLR is the ratio of Tier 1 capital to an expanded concept of leverage exposure that includes both on-balance sheet and certain off-balance sheet exposures. The Capital Rules require a minimum SLR of 3.0 percent beginning January 1, 2018. The SLR will be factored into our 2018 CCAR submission and evaluation of our capital plan by the Federal Reserve.
Liquidity Regulation
The Federal Reserve’s enhanced prudential standards rule includes heightened liquidity and overall risk management requirements. The rule requires the maintenance of a liquidity buffer, consisting of highly liquid assets, that is sufficient to meet projected net outflows for 30 days over a range of liquidity stress scenarios.
In addition, the Company, Centurion Bankscenarios, and American Express Bank are subject to a minimum liquidity coverage ratio (LCR) requirement, which is provided for in the Basel III liquidity framework and is designed to ensure that a banking entity maintains an adequate level of unencumbered high-quality liquid assets that can be converted into cash to meet its liquidity needs for a 30-day time horizon under an acute liquidity stress scenario specified by supervisors. The LCR measures the ratio of a firm’s high-quality liquid assets to its projected net outflows. TheUnder the Tailoring Rules, Category IV firms with less than $50 billion in weighted short-term wholesale funding, such as the Company, Centurion Bank and American Express Bank are requirednot subject to calculate theany LCR each business day and maintain a minimum ratio of 100 percent. Beginning with the second quarter of 2018, we will be required to disclose certain LCR calculation data and other information on a quarterly basis.requirement.
A second standard provided for in the Basel III liquidity framework, referred to as the net stable funding ratio (NSFR), requires a minimum amount of longer-term funding based on the assets and activities of banking entities. The LCR andUnder the final NSFR requirements may cause banking entities generally to increase their holdings of cash, U.S. Treasury securities and other sovereign debt as a proportion of total assets and/or increase the proportion of longer-term debt. Federal banking regulators issued a proposed rule published in May 2016 that would implement the NSFR for advanced approaches banking organizations,October 2020, Category IV firms with less than $50 billion in weighted short-term wholesale funding, such as the Company. A finalCompany, are not subject to any NSFR requirement.
Stress Testing and Capital Planning
Under the Federal Reserve’s regulations, the Company is subject to supervisory stress testing requirements that are designed to evaluate whether a bank holding company has sufficient capital on a total consolidated basis to absorb losses and support operations under adverse economic conditions. As a Category IV firm, the Company was subject to the Federal Reserve’s supervisory stress tests in 2020 and will be required to participate in the supervisory stress tests every other year thereafter.
We are required to develop and submit to the Federal Reserve an annual capital plan. In January 2021, the Federal Reserve finalized changes to the capital plan rule, has not yet been issued and timingwhich will, among other things, provide firms subject to Category IV standards additional flexibility to develop their capital plans. In addition, these changes provide that for implementationCategory IV firms, such as the Company, the portion of the NSFR requirements is uncertain.SCB based on the Federal Reserve's supervisory stress tests will be calculated every other year. During a year in which a Category IV firm does not undergo a supervisory stress test, the firm will receive an updated SCB that reflects the firm's updated planned common stock dividends. A Category IV firm will also be able to elect to participate in the supervisory stress test and consequently receive an updated SCB. The NSFR would also applyCompany must notify the Federal Reserve by April 5, 2021 if it elects to Centurion Bankparticipate in the 2021 supervisory stress test. As part of the Comprehensive Capital Analysis and American Express Bank. If implemented as proposed,Review (CCAR), the rule would requireFederal Reserve evaluates whether the Company has sufficient capital to continue operations by assessing our pro-forma capital position and ratios under a scenario of economic and financial market stress, and uses that “available stable funding” be no less than “required stable funding”information to determine the size of the SCB for each CCAR participating firm.




13

Table of Contents
Due to the continued economic uncertainty from the coronavirus pandemic, in June 2020, the Federal Reserve required all bank holding companies participating in CCAR to resubmit their capital plans in November 2020. In addition, the Federal Reserve prohibited share repurchases in the third and fourth quarters of 2020 for all bank holding companies participating in CCAR and allowed them to pay common stock dividends provided (a) they did not increase the amount of the dividend and (b) the dividends did not exceed the average of a firm’s net income for the four preceding calendar quarters. On December 18, 2020, the Federal Reserve released the results of its second round of supervisory stress tests for all bank holding companies participating in CCAR based on economic scenarios reflecting changes in financial markets and the macroeconomic outlook. The Federal Reserve announced that it would allow bank holding companies participating in CCAR to pay common stock dividends and repurchase common stock in the first quarter of 2021 provided (a) the dividends and repurchases, in the aggregate, do not exceed the average of a firm’s net income for the four preceding calendar quarters and (b) the firm does not increase the amount of its common stock dividends beyond the level paid in the second quarter of 2020. The Federal Reserve also announced that it would permit stock repurchases equal to the amount of share issuances related to expensed employee compensation. For additional information regarding our capital distributions, see “Consolidated Capital Resources and Liquidity” under “MD&A.”
We may be required to revise and resubmit our capital plan following certain events or developments, such as a significant acquisition or an event that could result in a material change in our risk profile or financial condition. If we are required to resubmit our capital plan, we must receive prior approval from the Federal Reserve for any capital distributions (including common stock dividend payments and share repurchases), other than a capital distribution on a newly issued capital instrument.
Dividends and Other Capital Distributions
The Company Centurion Bank, and American Express Bank,TRS, as eachwell as AENB and the Company’s insurance and other regulated subsidiaries, are limited in their ability 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 restrictions on capital distributions if, among other things, (i) the Company's regulatory capital ratios do not satisfy applicable minimum requirements and buffers or (ii) the Company is required to resubmit its capital plan.
In general, federal laws and regulations prohibit, without first obtaining the OCC’s approval, AENB from making dividend distributions to TRS, if such measure is calculated underdistributions are not paid out of available recent earnings or would cause AENB to fail to meet capital adequacy standards. In addition to specific limitations on the rule.dividends AENB can pay to TRS, federal banking regulators have authority to prohibit or limit the payment of a dividend if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the institution.
Prompt Corrective Action
The Federal Deposit Insurance Act (FDIA) requires, among other things, that federal banking regulators take prompt corrective action in respect of FDIC-insured depository institutions insured by the FDIC (such as Centurion Bank and American Express Bank)AENB) that do not meet minimum capital requirements. The FDIA establishes five capital categories for FDIC-insured banks: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The FDIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the capital category in which an institution is classified. In order to be considered “well capitalized,” Centurion Bank and American Express BankAENB must maintain CET1, Tier 1 capital, Total capital and Tier 1 leverage ratios of 6.5 percent, 8.0 percent, 10.0 percent and 5.0 percent, respectively.
Under the FDIA, each of Centurion Bank and American Express BankAENB could be prohibited from accepting brokered deposits (i.e., deposits raised through third-party brokerage networks) or offering interest rates on any deposits significantly higher than the prevailing rate in its normal market area or nationally (depending upon where the deposits are solicited), unless (1) it is well capitalized or (2) it is adequately capitalized and receives a waiver from the FDIC. A significant amountportion of our outstanding U.S. retail deposits are considered brokered deposits for bank regulatory purposes. If a federal regulator determines that we are in an unsafe or unsound condition or that we are engaging in unsafe or unsound banking practices, the regulator may reclassify our capital category or otherwise place restrictions on our ability to accept or solicit brokered deposits.
On December 15, 2020, the FDIC finalized a rule intended to update and modernize the FDIC’s brokered deposit regulations. The final rule, among other things, expands the definition of “deposit broker” and updates the interest rate restrictions for less than well capitalized banks. The final rule is expected to become effective on April 1, 2021.






14

8


Table of Contents

Resolution Planning
The Company isPursuant to Dodd Frank, certain bank holding companies are required to preparesubmit resolution plans to the Federal Reserve and provide to regulators a planFDIC providing for itsthe company’s strategy for rapid and orderly resolution under the U.S. Bankruptcy Code in the event of its material financial distress or failure. This resolution planning requirement may, as a practical matter, present additional constraints on our structure, operations and business strategy, and on transactions and business arrangements between our bank and non-bank subsidiaries, because we must considerHowever, in connection with the impactrelease of these matters on our ability to prepare and submit a resolution plan that demonstrates that we may be resolved under the Bankruptcy Code in a rapid and orderly manner. IfTailoring Rules, the Federal Reserve and FDIC finalized rules in October 2019 which, among other things, adjust the FDIC determine thatreview cycles and applicability of the Company’s plan isagencies’ resolution planning requirements. Under these rules, Category IV firms such as the Company are not credible and we fail to cure the deficiencies, we may be subject to more stringent capital, leverage or liquidity requirements; or restrictions on our growth, activities or operations; or may ultimately be required to divest certain assets or operationssubmit a holding company resolution plan.
AENB continues to facilitate an orderly resolution. Separately, American Express Bank isbe required to prepare and provide a separate resolution plan to the FDIC that would enable the FDIC, as receiver, to effectively resolve American Express BankAENB under the FDIA in the event of failure. The FDIC issued an Advance Notice of Proposed Rulemaking on potential revisions to this separate resolution plan requirement for insured depository institutions in April 2019 and temporarily suspended resolution planning requirements for insured depository institutions. In January 2021, the FDIC lifted the moratorium on resolution plan submissions for insured depository institutions with $100 billion or more in assets, including AENB, and will provide at least 12-months advance notice to firms required to submit resolution plans.
Orderly Liquidation Authority
The Company could become subject to the Orderly Liquidation Authority (OLA), a resolution regime under which the Treasury Secretary may appoint the FDIC as receiver to liquidate a systemically important financial company,institution, if the Company is in danger 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 FDIC resolution model for depository institutions, including the right of the FDIC under the OLA to disregard the strict priority of creditor claims in limited circumstances, the use of an administrative claims procedure to determine creditor claims (as opposed to the judicial procedure used in bankruptcy proceedings), and the right of the FDIC to transfer claims to a “bridge” entity. The OLA is separate from the Company’s resolution plan discussed in “Resolution Planning.”
The FDIC has developed a strategy under OLA, referred to as the “single point of entry” or “SPOE” strategy, under which the FDIC would resolve a failed financial holding company by transferring its assets (including shares of its operating subsidiaries) and, potentially, very limited liabilities to a “bridge” holding company; utilize the resources of the failed financial holding company to recapitalize the operating subsidiaries; and satisfy the claims of unsecured creditors of the failed financial holding company and other claimants in the receivership by delivering securities of one or more new financial companies that would emerge from the bridge holding company. Under this strategy, management of the failed financial holding company would be replaced and its shareholders and creditors would bear the losses resulting from the failure.
FDIC Powers upon Insolvency of Insured Depository InstitutionsAENB
If the FDIC is appointed the conservator or receiver of Centurion Bank or American Express Bank,AENB, the FDIC has the power: (1) to transfer any of the depository institution’sAENB’s assets and liabilities to a new obligor without the approval of the depository institution’sAENB’s creditors; (2) to enforce the terms of the depository institution’sAENB’s contracts pursuant to their terms; or (3) to repudiate or disaffirm any contract or lease to which the depository institutionAENB is a party, the performance of which is determined by the FDIC to be burdensome and the disaffirmation or repudiation of which is determined by the FDIC to promote the orderly administration of the depository institution.AENB. In addition, the claims of holders of U.S. deposit liabilities and certain claims for administrative expenses of the FDIC against an insured depository institutionAENB would be afforded priority over other general unsecured claims against the institution,AENB, including claims of debt holders of the institution and depositors in non-U.S. offices, in the liquidation or other resolution of the institution by a receiver.AENB. As a result, whether or not the FDIC ever sought to repudiate any debt obligations of Centurion Bank or American Express Bank,AENB, the debt holders and depositors in non-U.S. offices would be treated differently from, and could receive substantially less, if anything, than the depositors in the U.S. offices of the depository institution.AENB.




15

Table of Contents
Other Banking Regulations
Source of Strength
The Company is required to act as a source of financial and managerial strength to its U.S. bank subsidiary, banksAENB, and may be required to commit capital and financial resources to support Centurion Bank and/or American Express Bank.AENB. Such support may be required at times when, absent this requirement, the Company otherwise might determine not to provide it. Capital loans by the Company to any of its subsidiary banksAENB are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary banks.AENB. In the event of the Company’s bankruptcy, any commitment by the Company to a federal banking regulator to maintain the capital of a subsidiary bankAENB will be assumed by the bankruptcy trustee and entitled to a priority of payment.
Cross-Guarantee Liability
Under the “cross-guarantee” provision of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, each of Centurion Bank and American Express Bank may be liable to the FDIC with respect to any loss incurred or reasonably anticipated to be incurred by the FDIC in connection with the default of, or FDIC assistance to, the other. In that case, the liability to the FDIC generally has priority in right of payment to any obligation of the depository institution to its holding company or other affiliates.


9


Table of Contents

Transactions Between Centurion Bank or American Express BankAENB and Their Respectiveits Affiliates
Certain transactions (including loans and credit extensions from Centurion BankAENB) between AENB and American Express Bank) between Centurion Bank and American Express Bank, on the one hand, and theirits affiliates (including the Company, TRS and their non-bankother subsidiaries), on the other hand, are subject to quantitative and qualitative limitations, collateral requirements and other restrictions imposed by statute and regulation. Transactions subject to these restrictions are generally required to be made on an arm’s-length basis.
FDIC Deposit Insurance and Insurance Assessments
Centurion Bank and American Express Bank acceptAENB accepts deposits that are insured by the FDIC up to the applicable limits. Under the FDIA, the FDIC may terminate the insurance of an institution’s deposits upon a finding that the institution has engaged in unsafe or unsound practices; is in an unsafe or unsound condition to continue operations; or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not know of any practice, condition or violation that mightwould lead to termination of deposit insurance at either of our insured depository institution subsidiaries.AENB. The FDIC’s deposit insurance fund is funded by assessments on insured depository institutions, including AENB, which are subject to adjustment by the FDIC.
Community Reinvestment Act
Centurion Bank and American Express Bank areAENB is subject to the CRA, which imposes affirmative, ongoing obligations on depository institutions to meet the credit needs of their local communities, including low- and moderate-income neighborhoods, consistent with the safe and sound operation of the institution.
Other Enhanced Prudential Standards
In May 2020, the OCC issued a final rule intended to (i) clarify which activities qualify for CRA credit; (ii) update where activities count for CRA credit; and (iii) change the methods for CRA measurement, data collection, recordkeeping and reporting for national banks and federal savings associations. The Federal Reserve has not yet finalized prudential requirements, mandatedfinal rule retains the current community development test for limited purpose banks, such as AENB, which evaluates a bank’s community development performance through its community development loans, investments and services. The final rule requires institutions like AENB to designate additional geographic assessment areas where CRA activities will be measured for significant concentrations of retail domestic deposits. AENB must comply with the final rule by Dodd-Frank, regarding early remediation requirements for large bank holding companies experiencing financial distress and single counterparty credit limits (similar to bank-level lending limits but, as proposed, applicable to bank holding companies and controlled subsidiaries on a combined basis) for large bank holding companies.January 1, 2023.
Consumer Financial Products Regulation
In the United States, our marketing, sale and servicing of consumer financial products and our compliance with certain federal consumer financial laws are supervised and examined by the CFPB, which has broad rulemaking and enforcement authority over providers of credit, savings and payment services and products, and authority to prevent “unfair, deceptive or abusive” acts or practices. In addition, a number of U.S. states have significant consumer credit protection, disclosure and other laws (in certain cases more stringent than U.S. federal laws). U.S. federal law also regulates abusive debt collection practices, which, along with bankruptcy and debtor relief laws, can affect our ability to collect amounts owed to us or subject us to regulatory scrutiny.
InternalOn October 30, 2020, the CFPB issued a final rule that sets forth additional requirements for third-party debt collection agencies, which we use in the ordinary course of business. See "We are exposed to credit risk and trends that affect Card Member spending and the ability of customers and partners to pay us, which could have a material adverse effect on our results of operations and financial condition" under "Risk Factors" for potential impacts related to legal and regulatory reviewschanges on our ability to assess compliance with such laws and regulations have resulted in, andcollect amounts owed to us.
We are likely to continue to result in, changes to our practices, products and procedures, restitution to our Card Members and increased costs related to regulatory oversight, supervision and examination. Such reviews may also result in additional regulatory actions, including civil money penalties.
These types of reviews are likely to be a continuing focus for the CFPB and regulators more broadly, as well as for the company itself. For example, in August 2017, we announced that certain of our subsidiaries signed a consent order with the CFPB to resolve issues related to a previously-disclosed internal review of our card product offerings in Puerto Rico, the U.S. Virgin Islands and other U.S. Territories.
As an issuer of stored value/prepaid products, we are regulated in the United States under the “money transmitter” or “sale of check” laws in effect in most states. WeIn addition, we are also required by the laws of many states to comply with unclaimed and abandoned property laws, under which we must pay to states the face amount of any Travelers Cheque or prepaid card that is uncashed or unredeemed after a period of time depending on the type of product.



16

Table of Contents
In countries outside the United States, we have seen an increase in regulatoryregulators continue to focus in relation toon a number of key areas impacting our card-issuing businesses, particularly consumer protection (such as in the European Union (EU), the United Kingdom and Canada) and responsible lending (such as in Australia, Mexico, New Zealand and Singapore). Regulators in a number of countries are shifting their focus from, with increasing importance on and attention to customers and outcomes rather than just ensuring compliance with local rules and regulations toward paying greater attention to the product design and operation with a focus on customers and outcomes.regulations. Regulators’ expectations of firms in relation to their compliance, risk and control frameworks continue to increase and regulators are placing significant emphasis on a firm’s systems and controls relating to the identification and resolution of issues.


10


Table of Contents

Payments Regulation
Legislators and regulators in various countries in which we operate have focused on the operation of card networks, including through antitrustenforcement actions, legislation and regulations to change certain practices or pricing of card issuers, merchant acquirers and payment networks, and, in some cases, to establish broad and ongoing regulatory oversight regimes for payment systems.
The EU, Australia and other jurisdictions have focused on theinterchange fees merchants pay to accept cards, including the way bankcard network members collectively set the “interchange” (that is, the fee paid by the bankcard merchant acquirer to the card issuer in “four party”payment networks like Visa and MasterCard)Mastercard), as well as the rules, contract terms and practices governing merchant card acceptance. In some cases, such regulation extends
Regulation and other governmental actions relating to certain aspects of our business. Even where we are notpricing or practices could affect all networks directly regulated,or indirectly, as well as adversely impact consumers and merchants. Among other things, regulation of bankcard fees can significantlyhas negatively impacted and may continue to negatively impact the discount revenue derived from our business,we earn, including as a result of downward pressure on our discount rate from decreases in competitor pricing in connection with caps on interchange fees. Antitrust actionsIn some cases, regulations also extend to certain aspects of our business, such as network and government regulation relating to merchant pricingcobrand arrangements or the terms of merchant rules and contracts can also adversely impact consumers and merchants. Among other things, lower interchange and/or merchant discount revenue can lead card issuers to look to reduce costs by scaling back or eliminating rewards, services or benefits to cardholders,acceptance for merchants, and we have exited our network businesses in the EU and Australia as a result of regulation in those jurisdictions, for example. In addition, there is uncertainty as to when or how interchange fee caps and other customers, orprovisions of the EU payments legislation might apply when we work with cobrand partners and agents in the EU. Given differing interpretations by regulators and participants in cobrand arrangements, we are subject to look for other sources of revenue, including from consumers through higher annual card fees or interest charges.regulatory action, penalties and the possibility we will not be able to maintain our existing cobrand and agent relationships in the EU.
In various countries, such as certain Member States in the EU and Australia, merchants are permitted by law to surcharge card purchases. In addition, the laws of a number of states in the United States that prohibit surcharging have been overturnedchallenged in litigation brought by merchant groups.groups and some such laws have been overturned. Surcharging is an adverse customer experience and could have a material adverse effect on us if it becomes widespread, particularly where it only or disproportionately impacts American Expresscredit card usage, our Card Members which is known as differential surcharging,or our business. In addition, other steering or differential acceptance practices that are permitted by regulation in some countries could also have a material adverse effect on us if they become widespreadwidespread. See “Surcharging or steering by merchants could materially adversely affect our business and disproportionately impact American Express Card Members.
In Canada, regulators have prompted the major international card networks to make voluntary commitments on pricing, specifically interchange fee levels; as American Express does not operate with interchange fees, in the caseresults of American Express, our commitment extends to maintaining current pricing practices whereby issuer rates received by GNS partners are agreed to bilaterally with each partner, rather than multilaterally, and merchant pricing is simple, transparent and value-based with the same rate for the acquiring of credit and charge card transactions for a particular merchant regardless of the type of card that is presented. Regulators may seek to change the commitments in Canada in the future.operations” under “Risk Factors.”
In some countries, governments have established regulatory regimes that require international card networks to be locally licensed and/or to localize aspects of their operations. For example, card network operators in India must obtain authorization from the Reserve Bank of India, which has broad power under the Payment and Settlement Systems Act, 2007 to regulate the membership and operations of card networks. In Hong Kong, the local monetary authoritynetworks, has implementedissued a new regulatory framework under which cardmandate requiring payment systems including American Express, have been designated for supervision. In Russia, card network operators must be authorized by the central bank, and regulation requires networksin India to place security deposits with the central bank, process all local transactions using government-owned infrastructure and ensure that local transactionstore certain payments data remains within the country.locally. Governments in some countries also provide resources or protection to select domestic payment card networks. For example, China adopted new regulation that will permit foreign card networks to operate domestically in the country for the first time, subject to licensing, capital and other requirements. The development and enforcement of these and other similar laws, regulations and policies in international markets may adversely affect our ability to compete effectively in such countries and maintain and extend our global network.
European Union Payments Legislation
In 2015, the EU adopted legislation in two parts, covering a wide range of topics across the payments industry. The first part was an EU-wide regulation on interchange fees (the Interchange Fee Regulation); the second consisted of the Revised Payment Services Directive (the PSD2).
Among other things, the Interchange Fee Regulation caps interchange fees on consumer card transactions in the EU, generally at 20 basis points for debit and prepaid cards and 30 basis points for credit and charge cards, with the possibility of lower caps in some instances. The Interchange Fee Regulation excludes commercial card transactions from the scope of the caps. Although the discount rates we agree to with merchants are not capped, the interchange caps have exerted, and will likely continue to exert, downward pressure on merchant fees across the industry, including our discount rates.
The Interchange Fee Regulation provides that “three party” networks (such as American Express) should be subject to the interchange fee caps when they license third-party providers to issue cards and/or acquire merchants. In a ruling issued on February 7, 2018, the EU Court of Justice confirmed the validity of the application of the fee cap provisions as well as other provisions in circumstances where three party networks issue cards with a cobrand partner or through an agent, although the ruling gives only limited guidance as to when or how the provisions might apply in such circumstances.



11


Table of Contents



The Interchange Fee Regulation also prohibits, with some exceptions, “anti-steering” and honor-all-cards rules across all card networks, including non-discrimination and honor-all-cards provisions in our card acceptance agreements. The absence of these provisions in our card acceptance agreements in the EU creates significant risk of customer confusion and Card Member dissatisfaction, which would result in harm to the American Express brand.
The PSD2 makes revisions to the original Payment Services Directive (PSD) adopted in 2007 and prescribes common rules across the EU for licensing and supervision of payment service providers, including card issuers and merchant acquirers, and for their conduct of business with customers. Member States had until January 13, 2018 to transpose the PSD2 into national law.
Under the PSD, Member States could choose to permit or prohibit surcharging and under the Consumer Rights Directive, merchants were prohibited from surcharging consumer purchases more than the merchants’ cost of acceptance of a given means of payment. The PSD2 includes an outright ban on surcharging for those transactions falling in scope of the Interchange Fee Regulation, with an option for individual Member States to prohibit surcharging altogether. Some Member States, such as France and Italy, have chosen to exercise the option, meaning that surcharging is banned altogether. In other Member States, such as Germany and Denmark, cards not subject to the Interchange Fee Regulation (e.g., cards issued by “three party” networks like American Express and commercial cards) can still be surcharged up to the cost of acceptance. The UK has chosen to ban surcharging altogether on consumer cards but allows surcharging on commercial cards, up to the cost of acceptance. The revised surcharging rules may increase instances of differential surcharging of our cards, customer and merchant confusion as to which transactions may be surcharged and lead to Card Member dissatisfaction.
The PSD2 also requires all networks, including “three party” networks that operate with licensing arrangements, such as our GNS business, to establish objective, proportionate and non-discriminatory criteria under which a financial institution may access the network, for example, as a licensed issuer or acquirer. The combined impact of the Interchange Fee Regulation and the PSD2 imposes a regulatory burden on our GNS business that renders it no longer viable. As a result, we have shifted our focus to our proprietary card issuing business in the EU and will not issue new GNS licenses there. In addition, we have terminated the licenses with our existing GNS partners in the EU and are in the process of winding down those operations.
Australia Payments Regulation
Under regulations adopted by the Reserve Bank of Australia in 2016, the interchange fee paid on Visa and MasterCard credit transactions as well as the payments we make to GNS partners must not exceed a weighted-average benchmark of 0.50 percent across all transactions, with a maximum interchange fee cap of 0.80 percent for each individual credit card transaction. The inclusion of our GNS business under interchange regulation has undermined our ability to attract and retain GNS partners in Australia. While the discount rates we agree to with merchants are not capped, the interchange caps have exerted, and will likely continue to exert, downward pressure on merchant fees across the industry, including our discount rates.
The regulations also changed the rules on merchant surcharging to limit surcharging to the actual cost of card acceptance paid to the merchant acquirer, as recorded on the merchant statement issued by the merchant acquirer.
Privacy, Data Protection, Data Governance, Information and Cyber Security
Regulatory and legislative activity in the areas of privacy, data protection, data governance and information and cyber security continues to increase worldwide. We have established and continue to maintain policies that provideand a governance framework for complianceto comply with applicable privacy, data protection, data governance and information and cyber security laws and requirements, meet evolving customer privacyand 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 information and cyber security-related policies 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 their personal information and account access. Regulators are also focused on data management, data governance and our third-party risk management policies and practices.




17

Table of Contents
In the United States, certain of our businesses are subject to the privacy, disclosure and safeguarding provisions of the Gramm-Leach-Bliley Act (GLBA) and its implementing regulations and guidance. Among other things, the GLBA imposes certain limitations on our ability to share consumers’ nonpublic personal information with nonaffiliated third parties and requires us to develop, implement and maintain a written comprehensive information security program containing safeguards that are appropriate to the size and complexity of our business, the nature and scope of our activities and the sensitivity of customer information that we process. We are required to offer expanded privacy rights to California residents who are not covered by GLBA, pursuant to the California Consumer Privacy Act. Various regulators, U.S. states alsoand territories are considering similar requirements or have adopted laws, rules and regulations pertaining to privacy and/or information and cyber security that may be more stringent and/or expansive than federal requirements. Certain of these requirements may apply to the personal information of our employees and contractors as well as to our customers. Various U.S. federal banking regulators, U.S. states and territories have also enacted data security breach notification requirements that are applicable to us.


12


Table of Contents

We are also subject to certain privacy, data protection, data governance and information and cyber security laws in other countries in which we operate (including countries in the EU, Australia, Canada, China, Japan, Hong Kong, India, Mexico, Singapore and Singapore)the United Kingdom), some of which are more stringent and/or expansive than those in the United States. WeSome countries have also seen some countries instituteinstituted laws requiring in-country data processing and/or in-country storage of the personal data of its citizens.data. Compliance with such laws could result in higher technology, administrative and other costs for us, and could limit our ability to optimize the use of our closed-loop data.data, and could require use of local technology services. Certain laws also require us to provide foreign governments and other third parties broader access to our data and intellectual property. Data breach and operational outage notification laws or regulatory activities to encourage breach notificationsuch notifications are also becoming more prevalent in jurisdictions outside the U.S.United States in which we operate.
In Europe, the European Directive 95/46/EC (the Data Protection Directive), providing for the protection of individuals with regard to the processing of personal data and on the free movement of such data, will be replaced by the EU General Data Protection Regulation (EU GDPR) as(GDPR) imposes legal and compliance obligations on companies that process personal data of May 2018. Theindividuals in the EU, GDPR includes, among other things, a requirement for prompt noticeirrespective of data breaches, in certain circumstances, to data subjects and supervisory authorities, applying uniformly across sectors and the EU,geographical location of the company, with significant fines for non-compliance. The EU GDPR also requires companies processing personal datanon-compliance (up to 4 percent of individuals residing in the EU, regardless of the location of the company,total annual worldwide revenue). We continue to comply with EU privacy and data protection rules. We generally rely on our binding corporate rules as the primary method for lawfully transferring data from our European affiliates to our affiliates in the United States and elsewhere globally. The GDPR includes, among other things, a requirement for prompt notice of data breaches, in certain circumstances, to affected individuals and supervisory authorities.
The GDPR was transposed into UK domestic law in January 2021 following the United Kingdom's exit from the EU. This is known as the UK GDPR and it supplements the United Kingdom's Data Protection Act of 2018. The UK GDPR mirrors the compliance requirements and fine structure of the GDPR.
In addition, the European Directive 2002/58/EC (the e-PrivacyePrivacy Directive) will continue to set out requirements for the processing of personal data and the protection of privacy in the electronic communications sector until the approval of the forthcoming e-PrivacyePrivacy Regulation. The ePrivacy Directive places restrictions on, among other things, the sending of unsolicited marketing communications, as well as on the collection and use of data about internet users.
In 2015, theThe European Central Bank and the European Banking Authority have enacted or are considering secondary legislation focused on security breaches, outsourcing, resiliency, strong customer authentication and information security-related policies. Likewise, the Commission adopted a network and information security directive to behas been implemented into national laws by Member States in the Member States. PSD2EU. The Revised Payment Services Directive (PSD2) also contains regulatory requirements on strong customer authentication, open access to customer data and payment capabilities, and measures to prevent security incidents.




18

Table of Contents
Anti-Money Laundering, Sanctions and Anti-Corruption Compliance
We are subject to significant supervision and regulation, and an increasingly stringent enforcement environment, with respect to compliance with anti-money laundering (AML), sanctions and anti-corruption laws and regulations in the United States and in other jurisdictions in which we operate. Failure to maintain and implement adequate programs and policies and procedures for AML, sanctions and anti-corruption compliance could have seriousmaterial financial, legal and reputational consequences.
Anti-Money Laundering
American Express is subject to a significant number of AML laws and regulations as a result of being a financial company headquartered in the United States, as well as having a global presence. In the United States, the majority of AML requirements are derived from the Currency and Foreign Transactions Reporting Act and the accompanying regulations issued by the U.S. Department of the Treasury (collectively referred to as the Bank Secrecy Act), as amended by the USA PATRIOT Act of 2001 (the Patriot Act). The Anti-Money Laundering Act of 2020 (the AMLA), enacted in January 2021, amended the Bank Secrecy Act and is intended to comprehensively reform and modernize U.S. AML laws. Many of the statutory provisions in the AMLA will require additional rulemakings, reports and other measures, the effects of which are not known at this time. In Europe, AML requirements are largely the result of countries transposing the 4th5th and 6th EU Anti-Money Laundering DirectiveDirectives (and preceding EU Anti-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 enhanced AML legislation and regulations applicable to American Express.
Among other things, these laws and regulations require us to establish AML programs that meet certain standards, including, in some instances, expanded reporting, particularly in the area of suspicious transactions, and enhanced information gathering and recordkeeping requirements. Our AML programs have become the subject of heightened scrutiny in some countries. Any errors, failures or delays in complying with federal, state or foreign AML and counter-terrorist financing laws or perceived deficiencies in our AML programs could result in significant criminal and civil lawsuits, penalties and forfeiture of significant assets or other enforcement actions.




19

Table of Contents
Office of Foreign Assets Control Regulation
The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. The United States prohibits U.S. persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC) and are typically known as the OFAC rules. The OFAC rules prohibit U.S. persons from engaging in financial transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity 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 program designed to ensure compliance with OFAC requirements. Failure to comply with such requirements could subject us to serious legal and reputational consequences, including criminal penalties.


13


Table of Contents

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the Exchange Act), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted outside the United States by non-U.S. affiliates in compliance with applicable law, and whether or not the activities are sanctionable under U.S. law.
In 2020, we became aware of credit card accounts opened with American Express Global Business Travel (GBT)International, Inc. (Hong Kong branch) by the Acting Consul General of the Iranian Consulate in Hong Kong, and certain entities that may be considered affiliateshis predecessor, the now-former Consul General. We believe these cards were used only for personal expenses. The Acting Consul General had two cards, both of GBT have informedwhich were opened in 2018 and one of which was closed by client request on or about April 3, 2019, and the other of which was cancelled by us that during the year ended December 31, 2017 approximately 300 visas were obtained from Iranian embassieson or about June 16, 2020. The former Consul General’s card was issued in January 2019 and consulates around the world in connection with certain travel arrangementscancelled by us on behalf of clients. GBTor about March 13, 2019. We had negligible gross revenues and net profits attributable to these transactions and intendsaccounts. As all of the accounts were cancelled, we do not intend to continue to engage in these activities on a limited basis so long as such activities are permitted under U.S. law.this activity.




20

Table of Contents
Anti-Corruption
We are subject to complex international and U.S. anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (the FCPA), the UK Bribery Act and other laws that prohibit the making or offering of improper payments. The FCPA makes it illegal to corruptly offer or provide anything of value to foreign government officials, political parties or political party officials for the purpose of obtaining or retaining business or an improper advantage. The FCPA also requires us to strictly comply with certain accounting and internal controls standards. In recent years, enforcement of the FCPA has become more intense. The UK Bribery Act also prohibits commercial 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 improper payments to foreign government officials. Failure of the Company, our subsidiaries, employees,colleagues, contractors or agents to comply with the FCPA, the UK Bribery Act and other similar laws can expose us and/or individual employeescolleagues to investigation, prosecution and to potentially severe criminal and civil penalties.
Compensation Practices
Our compensation practices are subject to oversight by the Federal Reserve. The federal banking regulators’ guidance on sound incentive compensation practices sets forth three key principles for incentive compensation arrangements that are designed to help ensure that incentive compensation plans do not encourage imprudent risk-taking and are consistent with the safety and soundness of banking organizations. The three principles provide that a banking organization’s incentive compensation arrangements should (1) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risks, (2) be compatible with effective internal controls and risk management, and (3) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Any deficiencies in our compensation practices that are identified by the Federal Reserve or other banking regulators in connection with itstheir review of 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 our incentive compensation arrangements or related risk-management control or governance processes are determined to pose a risk to our safety and soundness, and we have not taken prompt and effective measures to correct the deficiencies.
In May 2016, the federal banking regulators, the SEC,Securities and Exchange Commission (SEC), the Federal Housing Finance Agency and the National Credit Union Administration re-proposed a rule, originally proposed in 2011, on incentive-based compensation practices. The re-proposed rule would apply deferral, downward adjustment and forfeiture, and clawback requirements to incentive-based compensation arrangements granted to senior executive officers and significant risk-takers of covered institutions, with specific requirements varying based on the asset size of the covered institution and the category of employee. If these or other regulations are adopted in a form similar to what has been proposed, they will impose limitations on the manner in which we may structure compensation for our employees,colleagues, which could adversely affect our ability to hire, retain and motivate key employees.
colleagues.





21
14



Table of Contents

EXECUTIVE OFFICERS OF THE COMPANY
Set forth below, in alphabetical order, is a list of all our executive officers as of February 16, 2018, including each executive officer’s principal occupation and employment during the past five years and reflecting recent organizational changes. None of our executive officers has any family relationship with any other executive officer, and none of our executive officers became an officer pursuant to any arrangement or understanding with any other person. Each executive officer has been elected to serve until the next annual election of officers or until his or her successor is elected and qualified. Each officer’s age is indicated by the number in parentheses next to his or her name.
DOUGLAS E. BUCKMINSTER —Group President, Global Consumer Services
Mr. Buckminster (57) has been Group President, Global Consumer Services since February 2018 and was President, Global Consumer Services since October 2015. Prior thereto, he had been President, Global Network and International Card Services since February 2012.
JEFFREY C. CAMPBELL —Executive Vice President and Chief Financial Officer
Mr. Campbell (57) has been Executive Vice President, Finance since July 2013 and Chief Financial Officer since August 2013. Mr. Campbell joined American Express from McKesson Corporation, a health care services company, where he served as Executive Vice President and Chief Financial Officer from April 2004 until June 2013.
L. KEVIN COX —Chief Human Resources Officer
Mr. Cox (54) has been Chief Human Resources Officer since April 2005.
PAUL D. FABARA —President, Global Services Group
Mr. Fabara (52) has been President, Global Services Group since February 2018. Prior thereto, he had been President, Global Risk & Compliance and Chief Risk Officer since February 2016 and President, Global Banking Group since February 2013. He also served as President, Global Network Business from September 2014 to October 2015. Prior thereto, he had been Executive Vice President, Global Credit Administration since January 2011.
MARC D. GORDON —Executive Vice President and Chief Information Officer
Mr. Gordon (57) has been Executive Vice President and Chief Information Officer since September 2012. Mr. Gordon joined American Express from Bank of America, where he served as Enterprise Chief Information Officer from December 2011 until April 2012.
MICHAEL J. O’NEILL —Executive Vice President, Corporate Affairs and Communications
Mr. O’Neill (64) has been Executive Vice President, Corporate Affairs and Communications since September 2014. Prior thereto, he had been Senior Vice President, Corporate Affairs and Communications since March 1991.
DENISE PICKETT —President, Global Risk, Banking & Compliance and Chief Risk Officer
Ms. Pickett (52) has been President, Global Risk, Banking & Compliance and Chief Risk Officer since February 2018. Prior thereto, she had been President, U.S. Consumer Services since October 2015. She also served as President, American Express OPEN from February 2014 to October 2015 and Executive Vice President and Chief Executive Officer, U.S. Loyalty from January 2013 to February 2014.
ELIZABETH RUTLEDGE —Chief Marketing Officer
Ms. Rutledge (56) has been Chief Marketing Officer since February 2018 and Executive Vice President, Global Advertising & Media since February 2016. She also served as Executive Vice President, Card Products & Benefits from May 2013 to February 2016. Prior thereto, she had been Executive Vice President, Global Network Marketing & Information from September 2011 to until May 2013.
LAUREEN E. SEEGER —Executive Vice President and General Counsel
Ms. Seeger (56) has been Executive Vice President and General Counsel since July 2014. Ms. Seeger joined American Express from McKesson Corporation, where she served as Executive Vice President, General Counsel and Chief Compliance Officer from March 2006 until June 2014.
STEPHEN J. SQUERI —Chairman and Chief Executive Officer
Mr. Squeri (58) has been Chairman and Chief Executive Officer since February 2018. Prior thereto, he had been Vice Chairman since July 2015. Prior thereto, he had been Group President, Global Corporate Services since November 2011.
ANRÉ WILLIAMS —Group President, Global Merchant and Network Services
Mr. Williams (52) has been Group President, Global Merchant and Network Services since February 2018.  Prior thereto, he had been President of Global Merchant Services and Loyalty since October 2015 and President, Global Merchant Services since November 2011.


15

Table of Contents

EMPLOYEES
We had approximately 55,000 employees on December 31, 2017.
ADDITIONAL INFORMATION
We maintain an Investor Relations website on the internet at http://ir.americanexpress.com. We make available free of charge, on or through this website, our annual, quarterly and current reports and any amendments to those reports as soon as reasonably practicable following the time they are electronically filed with or furnished to the SecuritiesSEC.
In addition, we routinely post financial and Exchange Commission (SEC). To access these materials, click on the “SEC Filings” link under the caption “Financial Information”other information, some of which could be material to investors, on our Investor Relations homepage.
You can also accesswebsite. Information regarding our Investor Relations website throughcorporate responsibility and sustainability initiatives, including our mainEnvironmental, Social and Governance reports, are available on our Corporate Responsibility website at www.americanexpress.com by clicking on the “Investor Relations” link, which is located at the bottomhttp://about.americanexpress.com/corporate-responsibility.
The content of any of our homepage. Information contained on our Investor Relations website, our main website and other websites referred to in this report is not incorporated by reference into this report or any other report filed with or furnished to the SEC. We have included such website addresses only as inactive textual references and do not intend them to be active links.
You can find certain statistical disclosures required of bank holding companies starting on page A-1, which are incorporated herein by reference.
ITEM 1A.Our business as a whole has not experienced significant seasonal fluctuations, although card billed business tends to be moderately higher in the fourth quarter than in other quarters. As a result, the amount of Card Member loans and receivables outstanding tend to be moderately higher during that quarter. The average discount rate also tends to be slightly lower during the fourth quarter due to a higher level of retail-related billed business volumes.



22

ITEM 1A.    RISK FACTORS
This section highlights specificcertain risks that could affect us and our businesses.businesses, broadly categorized as “Strategic, Business and Competitive Risks,” “Legal, Regulatory and Compliance Risks” and “Credit, Liquidity and Market Risks.” You should carefully consider each of the following risks and all of the other information set forth in this Annual Report on Form 10-K. Based on10-K, including the information currently known“Risk Management” section under “MD&A,” which describes our approach to us,identifying, monitoring and managing the risks we believe the following information identifies the most significant risk factors affecting us. However, theassume in conducting our businesses and provides certain quantitative and qualitative disclosures about market risks. The risks and uncertainties we face are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
If anyStrategic, Business and Competitive Risks
The impact of the following risksCOVID-19 pandemic and uncertainties develop into actual events or if the circumstances described inmeasures implemented to contain the risksspread of the virus have had, and uncertainties occur orare expected to continue to occur, these events or circumstances could have, a material adverse effectimpact on our business financial condition orand results of operations.
The COVID-19 pandemic is having widespread, rapidly evolving and unpredictable impacts on global society, economies, financial markets and business practices. The pandemic and containment measures have contributed to, among other things:
Widespread changes to, and significant reductions in, household and business activity and consumer and business spending, as well as economic concerns and a rise in unemployment.
Adverse impacts on our cobrand and other partners in the travel and airline industries, our GBT JV and on our third-party service providers, merchants, customer acquisition channels, processors, aggregators, network partners and other third parties that we rely on for services that are integral to our operations.
Adverse impacts on the creditworthiness of our customers and other counterparties and their ability to pay amounts owed to us and our ability to collect such amounts and required increases in our reserves for credit losses.
Adverse impacts on industries representing a significant portion of our billed business (including, but not limited to, travel and entertainment (T&E) spending).
Adverse impacts on capital and credit market conditions and our deposit base, which may limit our access to funding, increase our cost of capital, and affect our ability to meet liquidity needs.
An increased risk of significantly higher Card Member reimbursements for goods or services purchased from merchants that cease operations or are otherwise unable to ultimately provide those goods or services or, in the case of our business partners, impairments of rewards points we purchased from those partners.
An increased strain on our risk management policies generally, including, but not limited to, the effectiveness and accuracy of our models, given the lack of data inputs and comparable precedent.
An increased risk of impairment, restructuring or other charges, including as a result of impairment of the value of our investments and other assets.
Adverse impacts on our daily business operations and our colleagues’ ability to perform necessary business functions, including as a result of illness, office closures and other limitations, or restrictions on movement.
Increased challenges in growing or retaining our Card Member base and in launching new products or businesses or refreshing existing products in line with expectations or the current and changing needs of our customers.
Increased spending on our business continuity efforts, such as technology, service centers and our supply chain, and readiness efforts for returning to our offices, which may in turn require that we further cut costs and investments in other areas.
An increased risk of an information or cyber security incident, fraud, a failure to maintain the uninterrupted operation of our information systems or a failure in the effectiveness of our AML and other compliance programs due to, among other things, an increase in remote work.
These events could also have a negativeand other impacts of the COVID-19 pandemic may continue even after the outbreak has subsided and containment measures are lifted, and may exacerbate many of the other risks described in this “Risk Factors” section. The extent to which our business and results of operations will continue to be adversely affected will depend on numerous evolving factors and future developments that we are not able to predict, including the continued spread and severity of the virus and new variants; the imposition of further containment measures and their ability to control the spread of the virus; the availability, distribution and use of effective treatments and vaccines; the extent and duration of the effect on the trading priceeconomy, unemployment, consumer confidence and consumer and business spending; the availability and effectiveness of our securities.
Strategic, Businessgovernment stimulus measures; and Competitive Riskshow quickly and to what extent normal operating conditions and customer behaviors resume, such as with respect to travel, dining and in-person events.
Difficult conditions in the business and economic environment, including as well as political conditions ina result of the United StatesCOVID-19 pandemic, have had and elsewhere, may materially adversely affectare expected to continue to have a material adverse effect on our business and results of operations.
Our results of operations are materially affected by economic, market, political and social conditions in the United States and abroad. We offer a broad array of products and services to consumers, small businesses and commercial clients and thus are very dependent upon the level of consumer and business activity and the demand for payment and financing products. Slow



23

Table of Contents
economic growth, economic contraction or deteriorationshifts in economic conditions could changebroader consumer and business trends significantly impact customer behaviors, including spending on our cards, and the ability and willingness of Card Members to borrow and pay amounts owed to us. Political conditions in certain regions or countries could also negatively affect consumerus, and business spending, including in other parts of the world.
demand for fee-based products and services. Factors such as consumer spending and confidence, unemployment rates, business investment, geopolitical instability, public policy decisions, government spending, international trade relationships, interest rates, taxes, (including the broad and complex changes made by the Tax Cuts and Jobs Act to the U.S. tax code), fuel and other energy costs, the volatility and strength of the capital markets, inflation and deflation all affect the economic environment and, ultimately, our profitability. Such factors may also cause our earnings, billings, loan balances, credit metrics and margins to fluctuate and diverge from expectations of analysts and investors, who may have differing assumptions regarding their impact on our business, adversely affecting, and/or increasing the volatility of, the trading price of our common shares.


16

Table of Contents

Travel and entertainment expenditures, which comprised approximately 25 percent of our U.S. billed business during 2017,Spending at T&E merchants, for example, areis sensitive to business and personal discretionary spending levels and tendcircumstances impacting travel. We experienced the effects of this sensitivity in 2020 as a result of the COVID-19 pandemic, with T&E spending decreasing 61 percent compared to decline during general economic downturns.2019, while non-T&E spending decreased 1 percent. Likewise, spending by small businesses and corporate clients, which comprised approximately 40 percent of our worldwide billed business during 2017,2020, depends in part on the economic environment and a favorable climate for continued business investment and new business formation. formation, as well as on related volumes of business travel. During the pandemic, Card Member billed business decreased 19 percent in 2020 compared to 2019.
Increases in delinquencies and write-off rates as a result of increases in bankruptcies, unemployment rates, changes in customer behaviors or otherwise could also have a negative impactmaterial adverse effect on our results of operations. We increased our reserves for credit losses significantly in 2020 due to the deterioration of the global macroeconomic outlook.
The consequences of negative circumstances impacting us or the environment generally can be sudden and severe.severe, as we experienced from the end of the first quarter into the second quarter of 2020 due to the pandemic.
Our business is subject to the effects of geopolitical events, weather, natural disasters, other catastrophic events and other conditions.
Geopolitical events, terrorist attacks, natural disasters, severe weather conditions, health pandemics, information or cyber security incidents (including intrusion into or degradation of systems or technology by cyberattacks) and other catastrophic events can have a material adverse effect on our business. Political and social conditions, fiscal and monetary policies, trade wars and tariffs, prolonged or recurring government shutdowns, regional or domestic hostilities and the prospect or occurrence of more widespread conflicts could also negatively affect consumer and business spending, including travel patterns and business investment, and demand for credit.
As noted above, the COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on our business and results of operations. Because of our proximity to the World Trade Center site, our headquarters were damaged as a result of the terrorist attacks of September 11, 2001. Recent hurricanes and other natural disasters have impacted spending and credit performance in the areas affected. Other disasters or catastrophic events in the future, and the impact of such events on certain industries or the overall economy, could have a negative effect on our business, results of operations and infrastructure, including our technology and systems. Climate change may exacerbate certain of these threats, including the frequency and severity of weather-related events. Card Members in California, New York, Florida, Texas, Georgia and New Jersey account for a significant portion of U.S. Consumer billed business and Card Members loans, and our results of operations could be impacted by events or conditions that disproportionately or specifically affect one or more of those states.
Because we derive a portion of our revenues from travel-related spending, our business is sensitive to safety concerns related to travel and tourism, limitations on travel and mobility, and health-related risks, including travel restrictions and bans as a result of the COVID-19 pandemic and changes in customer behaviors that may continue even after the outbreak has subsided and containment measures are lifted, such as decisions to delay or forgo business or personal travel. In addition, disruptions in air travel and other forms of travel can result in the payment of claims under travel interruption insurance policies we offer.
The exit of the United Kingdom from the European Union could materially adversely impact our business, results of operations and financial condition.
Our business in the United Kingdom and elsewhere may be negatively impacted by the exit of the United Kingdom from the EU (commonly referred to as Brexit), including from a deterioration of the economic environment in the United Kingdom and other countries in which we operate. While a trade deal was agreed to between the United Kingdom and the EU at the end of 2020, the financial, trade and legal implications of Brexit remain uncertain. As of December 31, 2020, the United Kingdom constituted approximately 4 percent of our worldwide billed business and the EMEA (Europe, Middle East and Africa) region as a whole constituted approximately 9 percent.
Our operating results may materially suffer because of substantial and increasingly intense competition worldwide in the payments industry.



24

Table of Contents
The payments industry is highly competitive, and we compete with charge, credit and debit card networks, issuers and acquirers, paper-based transactions (e.g., cash and checks), bank transfer models (e.g., wire transfers and ACH), as well as evolving and growing alternative non-traditional payment and financing providers. If we are not able to differentiate ourselves from our competitors, develop compelling value propositions for our customers and/or effectively grow in areas such as mobile and online payments and emerging technologies, we may not be able to compete effectively.
We believe Visa and MasterCardMastercard are larger than we are in most countries.countries based on billed business volumes. As a result, card issuers and acquirers on the Visa and MasterCardMastercard networks may be able to benefit from the dominant position, scale, resources, marketing and pricing of those networks. Our business may also be increasingly negatively affected if we are unable to increasecontinue increasing merchant acceptance and our cards are not accepted at(including by merchants that accept cards on the Visa and MasterCard networks.Mastercard networks) and perceptions of coverage, or if our Card Members do not experience welcome acceptance of our cards.
Some of our competitors have developed, or may develop, for example, as a result of the recent reduction in the U.S. corporate tax rate, substantially greater financial and other resources than we have and may offer richer value propositions or a wider range of programs and services than we offer or may use more effective advertising, marketing or cross-selling strategies to acquire and retain more customers, capture a greater share of spending and borrowings, establish and develop more attractive cobrand card and other partner programs and maintain greater merchant acceptance than we have. We may not be able to compete effectively against these threats or respond or adapt to changes in consumer spending habits as effectively as our competitors. We expect expensesCosts such as Card Member rewards and Card Member services expenses tocould continue to increase as we improve our value propositions for Card Members, including in response to increased competition.
Spending on our cards could continue to be impacted by increasing consumer usage of charge, credit and debit cards issued on other networks, as well as adoption of alternative payment systems.mechanisms, systems and products. The fragmentation of customer spending to take advantage of different merchant or card incentives or for convenience with technological solutions may continue to increase. Revolving credit balances on our cards could also be impacted by alternative financing providers, such as point-of-sale lenders. To the extent other payment and financing mechanisms, systems and products continue to successfully expand, our discount revenues earned from Card Member spending and our ability to access transaction data through our integrated networknet interest income earned from Card Member borrowing could be negatively impacted. The competitive value of our closed-loop data may also be diminished as traditional and non-traditional competitors use other, new data sources and technologies to derive similar insights. If we are not able to differentiate ourselves from our competitors, develop compelling value propositions for our customers and/or effectively grow in areas such as mobile and online payments and emerging technologies, we may not be able to compete effectively.
To the extent we expand into new business areas and new geographic regions, we may face competitors with more experience and more established relationships with relevant customers, regulators and industry participants, which could adversely affect our ability to compete. We may face additional compliance and regulatory risk to the extent that we expand into new business areas, and we may need to dedicate more expense, time and resources to comply with regulatory requirements than our competitors, particularly those that are not regulated financial institutions. In addition, companies that control access to consumer and merchant payment method choices at the point of sale or through digital wallets, commerce-related experiences, mobile applications or other technologies or at the point of sale could choose not to accept, suppress use of, or degrade the experience of using our products or could restrict our access to our customers and transaction data. Such companies could also require payments from us to participate in such digital wallets, experiences or applications or negotiate incentives or pricing concessions, impacting our profitability on transactions.
The competitive value of our closed-loop data may also be diminished as traditional and non-traditional competitors use other, new data sources and technologies to derive similar insights. Certain regulations, such as PSD2 in Europe and open banking initiatives in various jurisdictions around the world, could also diminish the value of our closed-loop data or the demand for our products and services by disintermediating existing financial services providers.
To the extent we expand into new business areas and new geographic regions, such as mainland China, we will face competitors with more experience and more established relationships with relevant customers, regulators and industry participants, which could adversely affect our ability to compete. Laws and business practices that favor local competitors, require card transactions to be routed over domestic networks or prohibit or limit foreign ownership of certain businesses could slowlimit our growth in international regions. Further, expanding our service offerings, adding customer acquisition channelsWe may face additional compliance and formingregulatory risks to the extent that we expand into new partnerships could have higher costsbusiness areas, and we may need to dedicate more expense, time and resources to comply with regulatory requirements than our current arrangements, and could adversely impact our average discount rate or dilute our brand.competitors, particularly those that are not regulated financial institutions.
Many of our competitors are subject to different, and in some cases, less stringent, legislative and regulatory regimes.regimes, and some may have lower cost structures and more agile business models and systems. More restrictive laws and regulations that do not apply to all of our competitors can put us at a competitive disadvantage, including prohibiting us from engaging in certain transactions, regulating our contract terms andbusiness practices governing merchant card acceptance or adversely affecting our cost structure. See “Ongoing legal proceedings regarding provisions in our merchant contracts could have a material adverse effect on our business, result in additional litigation and/or arbitrations, subject us to substantial monetary damages and damage our reputation and brand” for a discussion of the potential impact on our ability to compete effectively if ongoing legal proceedings limit our ability to prevent merchants from engaging in various actions to discriminate against our card products.


17

Table of Contents

We face substantial and increasingly intense competition for partner relationships, which could result in a loss or renegotiation of these arrangements that could have a material adverse impact on our business and results of operations.
In the ordinary course of our business we enter into different types of contractual arrangements with business partners in a variety of industries. For example, we have partnered with Delta, Air Lines,Marriott, Hilton and British Airways, as well as many others globally, to offer cobranded cards for consumers and small businesses, and through our Membership Rewards program we have partnered with businesses in many industries, including Delta and others in the airline industry, to offer benefits to Card Member participants. See “Partners and Relationships” under “Business” for additional information on our business partnerships, including with Delta.
Competition for relationships with key business partners is very intense and there can be no assurance we will be able to grow or maintain these partner relationships or that they will remain as profitable. Establishing and retaining attractive cobrand card partnerships is particularly competitive among card issuers and networks as these partnerships typically appeal to high-spending



25

Table of Contents
loyal customers. Our entireAll of our cobrand portfolioportfolios in the aggregate accounted for approximately 1619 percent of our worldwide billed business for the year ended December 31, 2017.2020. Card Member loans related to our cobrand portfolioportfolios accounted for approximately 3637 percent of our worldwide Card Member loans as of December 31, 2017. Delta cobrand accounts, our largest cobrand portfolio, accounted for approximately 8 percent of our worldwide billed business for the year ended December 31, 2017 and approximately 21 percent of worldwide Card Member loans as of December 31, 2017. Our relationships with, and revenues related to, Delta extend beyond cobrand accounts and include merchant acceptance of American Express cards, participation in our Membership Rewards program and travel-related benefits and services.2020.
Cobrand arrangements are entered into for a fixed period, generally ranging from five to eightten years, and will terminate in accordance with their terms, including at the end of the fixed period unless extended or renewed at the option of the parties, or upon early termination as a result of an event of default or otherwise. We face the risk that we could lose partner relationships, even after we have invested significant resources in the relationships. We may also choose to not renew certain cobrand relationships. The volume of billed business could decline and Card Member attrition could increase, in each case, significantly as a result of the termination of one or more cobrand partnership relationships. In addition, some of our cobrand arrangements provide that, upon expiration or termination, the cobrand partner may purchase or designate a third party to purchase the loans generated with respect to its program, which could result in the loss of the card accounts and a significant decline in our Card Member loans outstanding. For example, our U.S. cobrand relationship with Costco ended in 2016, and we sold the outstanding Card Member loans associated with the Costco portfolio.
We alsoregularly seek to extend or renew cobrand arrangements in advance of the end of the contract term and face the risk that existing relationships will be renegotiated with less favorable terms for us or that we may be unable to renegotiate on terms that are acceptable to us, as competition for such relationships continues to increase. We make payments to our cobrand partners, which can be significant, based primarily on the amount of Card Member spending and corresponding rewards earned on such spending and, under certain arrangements, on the number of accounts acquired and retained. The amount we pay to our cobrand partners has increased, particularly in the United States, and may continue to increase as arrangements are renegotiated due to increasingly intense competition for cobrand partners among card issuers and networks. We may also chooseSee "Off-Balance Sheet Arrangements and Contractual Obligations" under "MD&A" for additional information regarding commitments for payments to not continue certain cobrand relationships.partners.
The loss of exclusivity arrangements with business partners, or the loss of business partnersthe partner relationship altogether (whether by non-renewal at the end of the contract period, such as the end of our relationship with Costco in the United States in 2016, or as the result of a merger, legal or regulatory action or otherwise, such as the withdrawal of American Airlines in 2014 from our Airport Club Access program for Centurion® and Platinum Card® Members) or the renegotiation of existing partnerships with terms that are significantly worse for us could have a material adverse impact on our business and results of operations. See "Our business is subject to comprehensive government regulation and supervision, which could materially adversely affect our results of operations and financial condition" for information on the uncertainty regarding our cobrand and agent relationships in the EU. In addition, any publicity associated with the loss of any of our key business partners could harm our reputation, making it more difficult to attract and retain Card Members and merchants, and could weaken our negotiating position with our remaining and prospective business partners.
Arrangements with our business partners represent a significant portion of our business. We are exposed to risks associated with our business partners, including reputational issues, business slowdowns, bankruptcies, liquidations, restructurings and consolidations, and the possible obligation to make payments to our partners.
Our success is, in many ways, dependent on the success of our partners. From customer acquisition to cobranding arrangements, from participation in our rewards programs to facilitating B2B supplier payments for our corporate clients, we rely on our business partners across many aspects of our company and our arrangements with business partners represent a significant portion of our business. Some of our partners manage certain aspects of our customer relationships, such as our OptBlue partners. To the extent any of our partners fail to effectively promote and support our products, experience a slowdown in their business, operational disruptions, reputational issues or loss of consumer confidence, or are otherwise unable to meet our expectations or those of their other stakeholders, our business may be materially negatively impacted. We face the risk that existing relationships will be renegotiated with less favorable terms for us or that we may be unable to renegotiate on terms that are acceptable to us. In addition, we may be obligated to make or accelerate payments to certain business partners such as cobrand partners upon the occurrence of certain triggering events such as a shortfall in certain performance and revenue levels. If we are not able to effectively manage these triggering events, we could unexpectedly have to make payments to these partners, which could have a negative effect on our financial condition and results of operations. See “Contractual Obligations” under “MD&A” for additional information on financial commitments related to agreements with certain cobrand partners.
Similarly, we are exposed to risk from bankruptcies, liquidations, insolvencies, financial distress, restructurings, consolidations and other similar events that may occur in any industry representing a significant portion of our billed business, which could negatively impact particular card products and services (and billed business generally) and our financial condition and results of operations. During 2020, we pre-purchased loyalty points from certain of our travel cobrand partners, which we may use for future promotions, rewards and incentive programs for our customers. To the extent such partners cease operations or the loyalty points are no longer desired by our customers, the value of the pre-purchased points may be diminished and may result in an impairment charge. We could also be materially impacted if we were obligated or elected to reimburse Card Members for products and services purchased from merchants that have ceased operations or stopped accepting our cards. For example, we are exposed to credit risk in the airline industry to the extent we protect Card Members against non-delivery of goods and



26

Table of Contents
services, such as where we have remitted payment to an airline for a Card Member purchase of tickets that have not yet been used or “flown.” If we are unable to collect the amount from the airline, we may bear the loss for the amount credited to the Card Member. At December 31, 2020, our best estimate of the maximum amount of billed business volumes for goods and services that had yet to be delivered by, or could be charged back to, merchants was $19 billion. This amount assumes all such merchants worldwide cease operations and thus are no longer available to deliver such goods and services or to accept such chargebacks, and that all such billed business results in claims-in-full by Card Members. Such a maximum amount has not been indicative of our actual loss exposure in the past and we have not experienced significant losses related to these exposures to date; however, our historical experience may not be representative in the current environment given the economic and financial disruptions, particularly to travel, caused by the COVID-19 pandemic and resulting containment measures. See Note 12 to the “Consolidated Financial Statements” for additional information regarding this exposure.
For additional information relating to the general risks related to the airline industry, see “Risk Management—Institutional Credit Risk—Exposure to the Airline and Travel Industry” under “MD&A.”
We face continued intense competitive pressure that may materially impact the prices we charge merchants that acceptfor accepting our cards for payment for goods and services.
Unlike our competitors inservices, as well as the payments industry that relyrisk of losing merchant relationships, which could have a material adverse impact on revolving credit balances to drive profits, our business model is focused on Card Member spending. Discount revenue, which represents fees generally charged to merchants when Card Members use their cards to purchase goods and services on our network, is primarily driven by billed business volumes and is our largest single revenue source. In recent years, we experienced some reduction in our global weighted average merchant discount rate and have been under increasing pressure, including as a resultresults of regulatory-mandated reductions to competitors’ pricing, to reduce merchant discount rates and undertake other repricing initiatives. operations.
We also face pressure from competitors that have otherprimarily rely on sources of incomerevenue other than discount revenue or have lower costs that can make their pricing for card acceptance more attractive to keyattractive. Merchants, business partners and merchants. Merchantsthird-party merchant acquirers and aggregators are also able to negotiate incentives, and pricing concessions and other contractual benefits from us as a condition to accepting our cards, or being cobrand partners.partners or signing merchants on our behalf. As merchants consolidate and become even larger (such as the largest tech companies), we may have to increase the amount of incentives and/or concessions we provide to certain merchants, whichsuch merchants. We also face the risk of losing a merchant relationship that could materially and adversely affect our billed business volumes, ability to retain current Card Members and attract new Card Members and therefore, our business and results of operations. Competitive and
Our average merchant discount rate has been impacted by regulatory pressures onchanges affecting competitor pricing could make it difficult to offset the costs of these incentives.in certain international countries. We have also expect furtherexperienced erosion of our average merchant discount rate as we seek to increase merchant acceptance. We may not be successful in significantly expanding merchant acceptance or offsetting rate erosion with volumes at new merchants.
In addition, the regulatory environment and differentiated payment models and technologies from non-traditional players in the alternative payments space could pose challenges to our traditional payment model and adversely impact our average merchant discount rate. Some merchants continue to invest in their own payment solutions, such as proprietary-branded mobile wallets, using both traditional and new technology platforms. If merchants are able to drive broad consumer adoption and usage, it could adversely impact our average merchant discount rate and billed business volumes.


18

Table of Contents

A continuing priority of ours is to drive greater and differentiated value to our merchants which,that, if not successful, could negatively impact our discount revenue and financial results. If the average merchant discount rate declines more than expected, we will need to find ways to offset the financial impact by increasing billed business volumes, increasing other sources of revenue, such as fee-based revenue or interest income, or both. We may not succeed in maintaining merchant discount rates or offsetting the impact of declining merchant discount rates, particularly infor the current regulatory environment,reasons discussed above and others, which could materially and adversely affect our revenues and profitability, and therefore our ability to invest in innovation and in value-added services for merchants and Card Members.
Surcharging or steering by merchants could materially adversely affect our business and results of operations.
In certain countries, such as Australia and certain Member States in the EU, merchants are expressly permitted by law to surcharge certain card purchases. In addition, the laws of a number of states in the United States that prohibit surcharging have been overturned in litigation brought by merchant groups. In jurisdictions allowing surcharging, we have seen merchant surcharging on American Express cards in certain merchant categories, and in some cases, either the surcharge is greater than that applied to Visa and MasterCardMastercard cards or Visa and MasterCardMastercard cards are not surcharged at all practices(practices that are known as differential surcharging,surcharging), even though there are many cards issued on competing networks that have an equal or greater cost of acceptance for the merchant. In addition, the laws of a number of states in the United States that prohibit surcharging have been overturned in litigation brought by merchant groups.
We also encounter merchants that accept our cards, but tell their customers that they prefer to accept another type of payment or otherwise seek to suppress use of our cards. Our Card Members value the ability to use their cards where and when they want to, and we, therefore, take steps to meet our Card Members’ expectations and to protect the American Express brand by prohibiting this form of discrimination, subject to local legal requirements. When we work with merchant acquirers, aggregators and processors to manage certain aspects of the merchant relationship, we are dependent on them to promote and support the acceptance and usage of our cards, but such third parties may have business interests, strategies or goals that are inconsistent with ours.
If surcharging, steering or other forms of discrimination become widespread, American Express cards and credit and charge cards generally could become less desirable to consumers, which could result in a decrease in cards-in-force and transaction



27

Table of Contents
volumes. The impact could vary depending on such factors asas: the industry or manner in which a surcharge is levied,levied; how Card Members are surcharged or steered to other card products or payment forms at the point of salesale; the ease and speed of implementation for merchants, including as a result of new or emerging technologies; the size and recurrence of the underlying charges; and whether and to what extent these actions are applied to other forms of payment, cards, including whether it varies depending on the type of card (e.g., credit or debit), product, network, acquirer or issuer. Discrimination against American Express cards could have a material adverse effect on our business, financial condition and results of operations, particularly to the extentwhere it only or disproportionately impacts credit card usage, our Card Members or our business.
We may not be successful in our efforts to promote card usage through marketing and promotion, merchant acceptance and Card Member rewards and services, or to effectively control the costs of such investments, both of which may materially impact our profitability.
Revenue growth is dependent on increasing consumer and business spending on our cards, growing loan balances and increasing fee revenue. We have been investing in a number of growth initiatives, including to attract new Card Members, reduce Card Member attrition and capture a greater share of customers’ total spending and borrowings. There can be no assurance that our investments to acquire Card Members, provide differentiated features and services and increase usage of our cards will continue to be effective, particularly with changing consumer and business behaviors as a result of the COVID-19 pandemic. In addition, if we develop new products or offers that attract customers looking for short-term incentives rather than incentivize long-term loyalty, Card Member attrition and costs could increase. Increasing spending on our cards also depends on our continued expansion of merchant acceptance of our cards. If we are unable to continue growing merchant acceptance and perceptions of coverage or merchants decide to no longer accept American Express cards, our business could suffer. Expanding our service offerings, adding customer acquisition channels and forming new partnerships or renewing current partnerships could have higher costs than our current arrangements, and could adversely impact our average discount rate or dilute our brand.
Another way we invest in customer value is through our Membership Rewards program, as well as other Card Member benefits. Any significant change in, or failure by management to reasonably estimate, actual redemptions of Membership Rewards points and associated redemption costs could adversely affect our profitability. We rely on third parties for certain redemption options and may not be able to continue to offer such redemption options in the future, which could diminish the value of the program for our Card Members. Our two largest redemption partners are Amazon and Delta. In addition, many credit card issuers have instituted rewards and cobrand programs and may introduce programs and services that are similar to or more attractive than ours. Our inability to differentiate our products and services could materially adversely affect us.
We may not be able to cost-effectively manage and expand Card Member benefits, including containing the growth of marketing, promotion, rewards and Card Member services expenses in the future. If such expenses increase beyond our expectations, we will need to find ways to offset the financial impact by increasing payment volumes, increasing other areas of revenues such as fee-based revenues, or both. We may not succeed in doing so, particularly in the current competitive and regulatory environment.
Our brand and reputation are key assets of our Company, and our business may be materially affected by how we are perceived in the marketplace.
Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and realize the benefits of the value of our brand. Our ability to attract and retain consumer and small business Card Members and corporate clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, privacy and data protection, management, workplace culture, merchant acceptance, financial condition, response to political and social issues or catastrophic events (including our response to the COVID-19 pandemic and natural disasters) and other subjective qualities. Negative perceptions or publicity regarding these matters — even if related to seemingly isolated incidents and whether or not factually correct—could erode trust and confidence and damage our reputation among existing and potential Card Members, corporate clients, merchants and partners, which could make it difficult for us to attract new customers and maintain existing ones. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including card practices, regulatory compliance, the use and protection of customer information, conduct by our colleagues and policy engagement, including activities of the American Express Company Political Action Committee, and from actions taken by regulators or others in response thereto. Discussion about such matters in social media channels can also cause rapid, widespread reputational harm to our brand.
Our brand and reputation may also be harmed by actions taken by third parties that are outside our control. For example, any shortcoming of or controversy related to a third-party vendor, business partner, merchant acquirer or network partner may be attributed by Card Members and merchants to us, thus damaging our reputation and brand value. Acceptance of American Express cards by merchants in certain industries can also affect perceptions of us. The lack of acceptance, suppression of card usage or surcharging by merchants can also negatively impact perceptions of our brand and our products, lower overall transaction volume and increase the attractiveness of other payment products or systems. Adverse developments with respect to our industry may also, by association, negatively impact our reputation, or result in greater regulatory or legislative scrutiny or



28

Table of Contents
litigation against us. Furthermore, as a corporation with headquarters and operations located in the United States, a negative perception of the United States arising from its political or other positions could harm the perception of our company and our brand. Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could materially and adversely affect our business volumes, revenues and profitability.
A major information or cyber security incident or an increase in fraudulent activity could lead to reputational damage to our brand and material legal, regulatory and financial exposure, and could reduce the use and acceptance of our cards.
We and third parties process, transmit, store and provide access to account information in connection with our charge and credit cards and other products, and in the normal course of our business, we collect, analyze and retain significant volumes of certain types of personally identifiable and other information pertaining to our customers and colleagues.
Our networks and systems are subject to constant attempts to identify and exploit potential vulnerabilities in our operating environment with intent to disrupt our business operations and capture, destroy, manipulate or expose various types of information relating to corporate trade secrets, customer information, including Card Member, travel and loyalty program data, colleague information and other sensitive business information, including acquisition activity, non-public financial results and intellectual property. There are a number of motivations for cyber threat actors, including criminal activities such as fraud, identity theft and ransom, corporate or nation-state espionage, political agendas, public embarrassment with the intent to cause financial or reputational harm, intent to disrupt information technology systems, and to expose and exploit potential security and privacy vulnerabilities in corporate systems and websites.
Global financial institutions like us, as well as our customers, colleagues, regulators, vendors and other third parties, have experienced a significant increase in information and cyber security risk in recent years and will likely continue to be the target of increasingly sophisticated cyberattacks, including computer viruses, malicious or destructive code, ransomware, social engineering attacks (including phishing, impersonation and identity takeover attempts), corporate espionage, hacking, website defacement, denial-of-service attacks, exploitation of vulnerabilities and other attacks and similar disruptions from the misconfiguration or unauthorized use of or access to computer systems. For example, we and other U.S. financial services providers have been the target of distributed denial-of-service attacks from sophisticated third parties. These threats can arise from external parties as well as insiders who knowingly or unknowingly engage in or enable malicious cyber activities.
We develop and maintain systems and processes aimed at detecting and preventing information and cyber security incidents and fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated. Despite our efforts, the possibility of information and cyber security incidents, malicious social engineering, corporate espionage, fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely and will evolve as new and emerging technology is deployed, including the increasing use of personal mobile and computing devices that are outside of our network and control environments. Risks associated with such incidents and activities include theft of funds and other monetary loss, the disruption of our operations and the unauthorized disclosure, release, gathering, monitoring, misuse, modification, loss or destruction of confidential, proprietary, trade secret or other information (including account data information), the effects of which could be compounded if not detected or reported quickly. Indeed, an information or cyber security incident may not be detected until well after it occurs and the severity and potential impact may not be fully known for a substantial period of time after it has been discovered.
Information or cyber security incidents, fraudulent activity and other actual or perceived failures to maintain confidentiality, integrity, privacy and/or security has led to increased regulatory scrutiny and may lead to regulatory investigations and intervention (such as mandatory card reissuance), increased litigation (including class action litigation), remediation, fines and response costs, negative assessments of us and our subsidiaries by banking regulators and rating agencies, reputational and financial damage to our brand, and reduced usage of our products and services, all of which could have a material adverse impact on our business. The disclosure of sensitive company information could also undermine our competitive advantage and divert management attention and resources.
Successful cyberattacks, data breaches, disruptions or other incidents related to the actual or perceived failures to maintain confidentiality, integrity, privacy and/or security at other large financial institutions, large retailers, travel and hospitality companies, government agencies or other market participants, whether or not we are impacted, could lead to a general loss of customer confidence that could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our products and services. Such events could also result in legislation and additional regulatory requirements. Although we maintain cyber insurance, there can be no assurance that liabilities or losses we may incur will be covered under such policies or that the amount of insurance will be adequate.
The uninterrupted operation of our information systems is critical to our success and a significant disruption could have a material adverse effect on our business and results of operations.



29

Table of Contents
Our information technology systems, including our transaction authorization, clearing and settlement systems, and data centers, may experience service disruptions or degradation because of technology malfunction, sudden increases in customer transaction volume, natural disasters, accidents, power outages, internet outages, telecommunications failures, fraud, denial-of-service and other cyberattacks, terrorism, computer viruses, vulnerabilities in hardware or software, physical or electronic break-ins, or similar events. Service disruptions or degradations could prevent access to our online services and account information, compromise or limit access to company or customer data, impede transaction processing and financial reporting, and lead to regulatory investigations and fines, increased regulatory oversight and litigation (including class action litigation). Any such service disruption or degradation could adversely affect the perception of the reliability of our products and services and materially adversely affect our overall business, reputation and results of operations.
We rely on third-party providers for acquiring and servicing customers, technology, platforms and other services integral to the operations of our businesses. These third parties may act in ways that could materially harm our business.
We rely on third-party service providers, cobrand partners, merchants, customer acquisition channels, processors, aggregators, network partners and other third parties for services that are integral to our operations and are subject to the risk that activities of such third parties may adversely affect our business. As outsourcing, specialization of functions, third-party digital services and technology innovation within the payments industry increase (including with respect to mobile technologies, tokenization, big data, artificial intelligence and cloud storage solutions), more third parties are involved in processing card transactions and handling our data. For example, we rely on third parties for the timely transmission of accurate information across our global network, card acquisition and provision of services to our customers. If a service provider or other third party ceases to provide the data quality or communications capacity we expect or services upon which we rely, as a result of natural disaster, operational disruptions or errors, including as a result of the impacts of COVID-19, terrorism, information or cyber security incidents, or any other reason, the failure could interrupt or compromise the quality of our services to customers or impact our business. A disruption or other event at a third party affecting one of our service providers or partners could also impede their ability to provide to us services or data on which we rely to operate our business. Service providers or other third parties could also cease providing data to us or use our data in a way that diminishes the value of our closed loop.
The confidentiality, integrity, privacy, availability and/or security of data communicated over third-party networks or platforms or held by, or accessible to, third parties, including merchants that accept our cards, payment processors, payment intermediaries and our third-party vendors and business partners, could become compromised, which could lead to unauthorized use of our data or fraudulent transactions on our cards, as well as costs associated with responding to such an incident, including regulatory investigations and fines, increased regulatory oversight and litigation.
The management and oversight of multiple vendors increases our operational complexity and governance challenges and decreases our control. A failure to exercise adequate oversight over service providers, including compliance with service level agreements or regulatory or legal requirements, could result in regulatory actions, fines, litigation, sanctions or economic and reputational harm to us. In addition, we may not be able to effectively monitor or mitigate operational risks relating to our third-party providers' service providers. We are also exposed to the risk that a service disruption at a service provider common to our third-party providers could impede their ability to provide services to us. Notwithstanding any attempts to diversify our reliance on third parties, we may not be able to effectively mitigate operational risks relating to our third-party providers’ use of common service providers.
If we are not able to invest successfully in, and compete at the leading edge of, technological developments across all our businesses, our revenue and profitability could be negativelymaterially adversely affected.
Our industry is subject to rapid and significant technological changes. In order to compete in our industry, we need to continue to invest in technology across all areas of our business, including in transaction processing, data management and analytics, machine learning and artificial intelligence, customer interactions and communications, open banking and alternative payment and financing mechanisms, authentication technologies and digital identification, tokenization, real-time settlement, and risk management and compliance systems. Incorporating new technologies into our products and services, may requireincluding developing the appropriate governance and controls consistent with regulatory expectations, requires substantial expenditures and taketakes considerable time, and ultimately may not be successful. We expect that new technologies in the payments industry will continue to emerge, and these new technologies may be superior to, or render obsolete, the technologies we currently use in our products and services.existing technology.
The process of developing new products and services, enhancing existing products and services and adapting to technological changes and evolving industry standards is complex, costly and uncertain, and any failure by us to anticipate customers’ changing needs and emerging technological trends accurately could significantly impede our ability to compete effectively. Consumer and merchant adoption is a key competitive factor and our competitors may develop products, platforms or technologies that become more widely adopted than ours. In addition, we may underestimate the time and expense we must invest in new products and services before they generate materialsignificant revenues, if at all. Our use of artificial intelligence and machine learning is subject to risks related to flaws in our algorithms and datasets that may be insufficient or contain biased information. These deficiencies could undermine the decisions, predictions or analysis such technologies produce, subjecting us to competitive harm, legal liability, and brand or reputational harm.



30

Table of Contents
Our ability to develop, acquire or access competitive technologies or business processes on acceptable terms may also be limited by intellectual property rights that third parties, including competitorsthose that current and potential competitors, may assert. In addition, our ability to adopt new technologies may be inhibited by a need forthe emergence of industry-wide standards, a changing legislative and regulatory environment, the need foran inability to develop appropriate governance and controls, a lack of internal product and engineering expertise, resistance to change from Card Members or merchants, lack of appropriate change management processes or the complexity of our systems.


19

Table of Contents

We may not be successful in our efforts to promote card usage through marketing and promotion, merchant acceptance and Card Member rewards and services, or to effectively control the costs of such investments, both of which may impact our profitability.
Revenue growth is dependent on increasing consumer and business spending on our cards and growing loan balances. We have been investing in a number of growth initiatives over the past several years, including to attract new Card Members, reduce Card Member attrition and capture a greater share of customers’ total spending and borrowings. There can be no assurance that our investments to acquire Card Members, provide differentiated features and services and increase usage of our cards will be effective. For example, we may not be successful in developing and issuing new and enhanced cards or customers may not accept or be willing to pay for our new products and services, which would negatively impact our results of operations. In addition, if we develop new products or offers that attract customers looking for short-term incentives rather than incentivize long-term loyalty, Card Member attrition and costs could increase. Increasing spending on our cards also depends on our continued expansion of merchant acceptance of our cards. If the rate of merchant acceptance growth slows or reverses itself, our business could suffer.
Another way we invest in customer value is through our Membership Rewards program, as well as other Card Member benefits. Any significant change in, or failure by management to reasonably estimate, actual redemptions of Membership Rewards points and associated redemption costs could adversely affect our profitability. In addition, many credit card issuers have instituted rewards and cobrand programs and may introduce programs and services that are similar to or more attractive than ours. Our inability to continue to differentiate our products and services generally could materially adversely affect us.
We may not be able to cost-effectively manage and expand Card Member benefits, including containing the growth of marketing, promotion, rewards and Card Member services expenses in the future. If such expenses continue to increase beyond our expectations, we will need to find ways to offset the financial impact by increasing payments volume, increasing other areas of revenues such as fee-based revenues, or both. We may not succeed in doing so, particularly in the current competitive and regulatory environment.
Our brand and reputation are key assets of our Company, and our business may be affected by how we are perceived in the marketplace.
Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and leverage the value of our brand. Our ability to attract and retain consumer and small business Card Members and corporate clients is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, management, workplace culture, merchant acceptance, financial condition, our response to unexpected events and other subjective qualities. Negative perceptions or publicity regarding these matters—even if related to seemingly isolated incidents and whether or not factually correct—could erode trust and confidence and damage our reputation among existing and potential Card Members and corporate clients, which could make it difficult for us to attract new Card Members and customers and maintain existing ones. Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including card practices, regulatory compliance and the use and protection of customer information, and from actions taken by regulators or others in response to such conduct. Social media channels can also cause rapid, widespread reputational harm to our brand.
Our brand and reputation may also be harmed by actions taken by third parties that are outside our control. For example, any shortcoming of or controversy related to a third-party vendor, merchant acquirer or GNS partner may be attributed by Card Members and merchants to us, thus damaging our reputation and brand value. The lack of acceptance or suppression of card usage by merchants can also negatively impact perceptions of our brand and our products, lower overall transaction volume and increase the attractiveness of other payment products or systems. Adverse developments with respect to our industry may also, by association, negatively impact our reputation, or result in greater regulatory or legislative scrutiny or litigation against us. Furthermore, as a corporation with headquarters and operations located in the United States, a negative perception of the United States arising from its political or other positions could harm the perception of our company and our brand. Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could materially and adversely affect our revenues and profitability.
A significant operating disruption, a major information or cyber security incident or an increase in fraudulent activity could lead to reputational damage to our brand and significant legal, regulatory and financial exposure, and could reduce the use and acceptance of our charge and credit cards.
We and other third parties process, transmit, store and provide access to account information in connection with our charge and credit cards, and prepaid and other products, and in the normal course of our business, we collect, analyze and retain significant volumes of certain types of personally identifiable and other information pertaining to our customers and employees.


20

Table of Contents

Global financial institutions like us have experienced a significant increase in information and cyber security risk in recent years and will likely continue to be the target of increasingly sophisticated cyberattacks, including computer viruses, malicious or destructive code, ransomware, social engineering attacks (including phishing and impersonation), hacking, denial-of-service attacks and other attacks and similar disruptions from the unauthorized use of or access to computer systems. For example, we and other U.S. financial services providers have been the targets of distributed denial-of-service attacks from sophisticated third parties.
Our networks and systems are subject to constant attempts to identify and exploit potential vulnerabilities in our operating environment with intent to disrupt our business operations and capture, destroy or manipulate various types of information relating to corporate trade secrets, customer information, including Card Member, travel and loyalty program account information, employee information and other sensitive business information, including acquisition activity, financial results and intellectual property. There are a number of motivations for cyber threat actors, including criminal activities such as fraud, identity theft and ransom, corporate or nation-state espionage, political agendas, public embarrassment with the intent to cause financial or reputational harm, intent to disrupt information technology systems, and to expose and exploit potential security and privacy vulnerabilities in corporate systems and websites.
As outsourcing, specialization of functions, third-party digital services and technology innovation within the payments industry increase (including with respect to mobile technologies, tokenization, big data and cloud storage solutions), more third parties are involved in processing card transactions and there is a risk the confidentiality, integrity, privacy and/or security of data held by, or accessible to, third parties, including merchants that accept our cards, payment processors and our business partners, may be compromised, which could lead to unauthorized transactions on our cards and costs associated with responding to such an incident. In addition, high profile data breaches such as the one announced in 2017 by Equifax, one of the three major credit reporting agencies in the United States, could change consumer behaviors, impact our ability to access data to make product offers and credit decisions and result in legislation and additional regulatory requirements.
We develop and maintain systems and processes aimed at detecting and preventing information and cyber security incidents and fraudulent activity, which require significant investment, maintenance and ongoing monitoring and updating as technologies and regulatory requirements change and as efforts to overcome security measures become more sophisticated. Despite our efforts, the possibility of information and cyber security incidents, malicious social engineering, fraudulent or other malicious activities and human error or malfeasance cannot be eliminated entirely. Risks associated with each of these remain, including the unauthorized disclosure, release, gathering, monitoring, misuse, modification, loss or destruction of confidential, proprietary or other information (including account data information) or negative impact to online accounts and systems. These risks will likely evolve as new technology is deployed. For example, with the increased use of EMV technology, we may see a decrease in traditional fraud risk, but sophisticated fraudsters may develop new ways to commit fraud and we may see an increase in online fraud and impersonation and identity takeover attempts.
Our information technology systems, including our transaction authorization, clearing and settlement systems, and data centers may experience service disruptions or degradation because of technology malfunction, sudden increases in customer transaction volume, natural disasters, accidents, power outages, internet outages, telecommunications failures, fraud, denial-of-service and other cyberattacks, terrorism, computer viruses, physical or electronic break-ins, or similar events. Service disruptions could prevent access to our online services and account information, compromise Company or customer data, and impede transaction processing and financial reporting. Inadequate infrastructure in lesser-developed countries could also result in service disruptions, which could impact our ability to do business in those countries.
If our information technology systems experience a significant disruption or breach, or if actual or perceived fraud levels or other illegal activities involving our cards, customer online accounts or systems were to rise due to an information or cyber security incident at a business partner, merchant or other market participant, employee error, malfeasance or otherwise, it could lead to the loss of data or data integrity, regulatory investigations and intervention (such as mandatory card reissuance), increased litigation (including class action litigation), remediation and response costs, greater concerns of customers and/or business partners relating to the privacy and security of their data, and reputational and financial damage to our brand, which could reduce the use and acceptance of our cards, and have a material adverse impact on our business.
If such disruptions or breaches are not detected quickly, their effect could be compounded. Information or cyber security incidents and other actual or perceived failures to maintain confidentiality, integrity, privacy and/or security, including leaked business data, may also disrupt our operations, undermine our competitive advantage through the disclosure of sensitive company information, divert management attention and resources, and negatively impact the assessment of us and our subsidiaries by banking regulators and rating agencies.
Successful cyberattacks or data breaches at other large financial institutions, large retailers or other market participants, whether or not we are impacted, could lead to a general loss of customer confidence that could negatively affect us, including harming the market perception of the effectiveness of our security measures or harming the reputation of the financial system in general, which could result in reduced use of our products and services. Although we have insurance for losses related to cyber risks and attacks and information and cyber security and privacy liability, it may not be sufficient to offset the impact of a material loss event.


21

Table of Contents

We have agreements with business partners in a variety of industries, including the airline industry, that represent a significant portion of our business. We are exposed to risks associated with these industries, including bankruptcies, liquidations, restructurings, consolidations and alliances of our partners, and the possible obligation to make payments to our partners.
We may be obligated to make or accelerate payments to certain business partners such as cobrand partners upon the occurrence of certain triggering events such as a shortfall in certain performance and revenue levels. If we are not able to effectively manage these triggering events, we could unexpectedly have to make payments to these partners, which could have a negative effect on our financial condition and results of operations.
We are also exposed to risk from bankruptcies, liquidations, insolvencies, financial distress, restructurings, consolidations and other similar events that may occur in any industry representing a significant portion of our billed business, which could negatively impact particular card products and services (and billed business generally) and our financial condition and results of operations. For example, we could be materially impacted if we were obligated to or elected to reimburse Card Members for products and services purchased from merchants that have ceased operations or stopped accepting our cards.
We are exposed to credit risk in the airline industry, which accounted for approximately 8 percent of our worldwide billed business for the year ended December 31, 2017, to the extent we protect Card Members against non-delivery of goods and services, such as where we have remitted payment to an airline for a Card Member purchase of tickets that have not yet been used or “flown.” If we are unable to collect the amount from the airline, we may bear the loss for the amount credited to the Card Member.
For additional information relating to the general risks related to the airline industry, see “Risk Management—Institutional Credit Risk—Exposure to the Airline Industry” under “MD&A.”
We may not be successful in realizing the benefits associated with our acquisitions, strategic alliances, joint ventures and investment activity, and our business and reputation could be negatively impacted.materially adversely affected.
We have acquired a number of businesses, including Kabbage, and have made a number of strategic investments, and continue to evaluate potential transactions. These transactions could be material to our financial condition and results of operations. There is no assurance that we will be able to successfully identify and secure futuresuitable candidates, value potential investment or acquisition candidates onopportunities accurately, negotiate acceptable terms and conditions that are acceptable to usfor those opportunities, or complete proposed acquisitions and investments, which could impair our growth.investments. The process of integrating an acquired company, business or technology could create unforeseen operating difficulties and expenditures, result in unanticipated liabilities, including legal claims, violations of laws, commercial disputes and information security vulnerabilities or breaches (including from not integrating the acquired company, business or technology quickly or appropriately, from activities that occurred prior to the acquisition, and from exposure to third party relationships of the acquired company or business or new laws and regulations), and harm our business generally. It may take us longer than expected to fully realize the anticipated benefits of these transactions, and those benefits may ultimately be smaller than anticipated or may not be realized at all, which could materially adversely affect our business and operating results, including as a result of write-downs of goodwill and other intangible assets.
We may also face risks with other types of strategic transactions, such as the sale to InComm of the operations relating to our prepaid reloadable and gift card businessbusiness. The reloadable operations have experienced disruptions in the United States, which is still subject to final agreement onpast, impacting the program management and issuer processing arrangements. If that transaction is consummated, we could experience disruption in our ability to serviceof our prepaid customers if InComm’s servicesto load and use their cards. If such operations are interrupted, suspended or terminated for any reason, whichin the future, it could further negatively impact our customers’ experience, result in additional costs, litigation and regulatory risksaction, and harm to our business and reputation.
Joint ventures, including our GBT JV and our joint venture in China, and minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks associated with the joint venture or minority investment.investment, including as a result of becoming subject to different laws or regulations. In addition, we may be dependent on joint venture partners, controlling shareholders or management who may have business interests, strategies or goals that are inconsistent with ours. For example, trade secrets and other proprietary information we may provide to a joint venture may become available to third parties beyond our control. The ability to enforce intellectual property and contractual rights to prevent disclosure of our trade secrets and other proprietary information may be limited in certain jurisdictions. Business decisions or other actions or omissions of the joint venture partner, controlling shareholders or management may adversely affect the value of our investment, result in litigation or regulatory action against us and otherwise damage our reputation and brand.
We rely on third-party providers for acquiring customers, technology, platforms and other services integral to the operations of our businesses. These third parties may act in ways that could harm our business.
We rely on third-party service providers, merchants, customer acquisition channels, processors, aggregators, GNS partners and other third parties for services that are integral to our operations and are subject to the risk that activities of such third parties may adversely affect our business. For example, we rely on third parties for the timely transmission of accurate information across our global network, card acquisition and provision of services to our customers. If a service provider or other third party ceases to provide the data quality or communications capacity we expect or services upon which we rely, as a result of natural disaster, operational disruptions or errors, terrorism, information or cyber security incidents, or any other reason, the failure could interrupt or compromise the quality of our services to customers or impact our ability to grow our business. There is also a risk the confidentiality, integrity, privacy and/or security of data held by, or accessible to, third parties or communicated over third-party networks or platforms could become compromised, which could significantly harm our business even if the attack or breach does not impact our systems. We are also exposed to the risk that a disruption or other event at a service provider to one of our service providers or partners could impede their ability to provide to us services or data on which we rely to operate our business. Service providers or other third parties could also cease providing data to us if we are unable to negotiate for data use rights or use our data for purposes that do not benefit us, which could diminish the competitive value of our closed loop.


22

Table of Contents

The management of multiple third-party vendors increases our operational complexity and decreases our control. A failure to exercise adequate oversight over third-party service providers, including compliance with service level agreements or regulatory or legal requirements, could result in regulatory actions, fines, sanctions or economic and reputational harm to us. In addition, we may not be able to effectively monitor or mitigate operational risks relating to our vendors’ service providers.
Our business is subject to the effects of geopolitical events, weather, natural disasters and other conditions.
Geopolitical events, terrorist attacks, natural disasters, severe weather conditions, floods, health pandemics, information or cyber security incidents (including intrusion into or degradation of systems or technology by cyberattackers) and other catastrophic events can have a negative effect on our business. Because of our proximity to the World Trade Center, our headquarters were damaged as a result of the terrorist attacks of September 11, 2001. In 2017, hurricanes impacted spending and credit performance in the areas affected. Similar events or other disasters or catastrophic events in the future, and events impacting other sectors of the economy, including the telecommunications and energy sectors, could have a negative effect on our businesses and infrastructure, including our technology and systems. Card Members in California, New York, Florida, Texas and Georgia account for a significant portion of U.S. Consumer billed business and Card Members loans, and our results of operations could be impacted by events or conditions that disproportionately or specifically affect one or more of those states.
Because we derive a portion of our revenues from travel-related spending, our business is sensitive to safety concerns related to travel and tourism, limitations on travel and mobility, and health-related risks. In addition, disruptions in air travel and other forms of travel can result in the payment of claims under travel interruption insurance policies we offer and, if such disruptions to travel are prolonged, they can materially adversely affect overall travel-related spending.
If the conditions described above (or similar ones) result in widespread or lengthy disruptions to travel, they could have a material adverse effect on our results of operations. Card Member spending may also be negatively impacted in areas affected by natural disasters or other catastrophic events. The impact of such events on the overall economy may also adversely affect our financial condition or results of operations.
The exit of the United Kingdom from the European Union could adversely impact our business, results of operations and financial condition.
Our business in the United Kingdom and elsewhere may be negatively impacted by the uncertainty regarding the exit of the United Kingdom from the European Union (commonly referred to as Brexit), including from a deterioration of consumer and business activity in the United Kingdom and other countries and general uncertainty in the overall business environment in which we operate. We may experience increased volatility in the value of the pound sterling and the euro, further strengthening the U.S. dollar, which could continue to adversely impact our results of operations from our international activities. The exit itself could also have a negative impact on the United Kingdom and other European economies, which could adversely affect spending on our cards and the ability and willingness of Card Members to pay amounts owed to us. As of December 31, 2017, the EMEA region constituted approximately 11 percent of our worldwide billed business. It is unclear at this stage the financial, trade and legal implications of Brexit, although we expect to make changes to the structure of our business operations in Europe as a result.
Our success is dependent in part,on maintaining a culture of integrity and respect, the resilience of our colleagues through the pandemic, and upon our executive officers and other key personnel, and themisconduct by or loss of key personnel could materially adversely affect our business.
Our success depends, in part, on our executive officers and other key personnel. Our senior management team has significant industry experience and would be difficult to replace. We rely upon our key personnel not only for business success, but also to lead with integrity.integrity and promote a culture of respect. To the extent our leaders behave in a manner that does not comport with our company’s values, the consequences to our brand and reputation could be severe and could negatively affect our financial condition and results of operations. Our colleagues have had to adapt to rapidly changing conditions during the pandemic, and if we are unable to continue addressing the safety, health and productivity of our colleagues, our business could suffer.
The market for qualified individuals is highly competitive, and we may not be able to attract and retain qualified personnel or candidates to replace or succeed members of our senior management team or other key personnel.personnel who voluntarily or involuntarily leave the company. Changes in immigration and work permit laws and regulations or the administration or enforcement of such laws or regulations or other changes in the legal or regulatory environment, including as a result of Brexit, can also impair our ability to attract and retain qualified personnel, or to employ such personnel in the location(s) of our choice. As further described in “Supervision and Regulation—Compensation Practices,” ourOur compensation practices are subject to review and oversight by the Federal Reserve and the compensation practices of our U.S. bank subsidiariesAENB are subject to review and oversight by the FDIC and the OCC. This regulatory review and oversight could further affect our ability to attract and retain our executive officers and other key personnel. The loss of key personnel could materially adversely affect our business.


23

Table of Contents

Legal, Regulatory and Compliance Risks
Ongoing legal proceedings regarding provisions in our merchant contracts could have a material adverse effect on our business, result in additional litigation and/or arbitrations, subject us to substantial monetary damages and damage our reputation and brand.
The U.S. Department of Justice (DOJ) and certain states’ attorneys general brought an action against us alleging that the provisions in our card acceptance agreements with merchants that prohibit merchants from discriminating against our card products violate the U.S. antitrust laws. Following a non-jury trial in the case, the trial court found that the challenged provisions were anticompetitive and issued a final judgment entering a permanent injunction. Following our appeal of this judgment, the Court of Appeals for the Second Circuit reversed the trial court decision and directed the trial court to enter a judgment for American Express. Eleven of the 17 states that are party to the case filed a petition with the Supreme Court seeking a review of the Second Circuit’s decision. On October 16, 2017, the Supreme Court granted certiorari and oral argument is scheduled for February 26, 2018. We are also a defendant in a number of actions and arbitration proceedings, including proposed class actions, filed by merchants that challenge the non-discrimination and honor-all-cards provisions in our card acceptance agreements and seek damages. A description of these legal proceedings is contained in “Legal Proceedings.”
An adverse outcome in these proceedings against us could have a material adverse effect on our business and results of operations, require us to change our merchant agreements in a way that could expose our cards to increased merchant steering and other forms of discrimination that could impair the Card Member experience, result in additional litigation and/or arbitrations, impose substantial monetary damages and damage our reputation and brand. Even if we were not required to change our merchant agreements, changes in Visa’s and MasterCard’s policies or practices as a result of legal proceedings, lawsuit settlements or regulatory actions pending against them could result in changes to our business practices and materially and adversely impact our profitability.
Our business is subject to comprehensive government regulation and supervision, which could materially adversely affect our results of operations and financial condition.



31

Table of Contents
We are subject to comprehensive government regulation and supervision in jurisdictions around the world, which significantly affects our business and hasrequires continual enhancement of our compliance efforts. Supervision efforts and the potential to restrictenforcement of existing laws and regulations impact the scope and profitability of our existing businesses, increase our costs of doing business activities, limit our ability to pursue certain business opportunities require changes to business practices,and adopt new technologies, compromise our competitive position, and affect our relationships with Card Members, partners, merchants, vendors and Card Members, or make our products and services more expensive for customers. Regulatory oversight and supervision of our businesses are generally designed to protect consumers and enhance financial stability and are not designed to protect our security holders.
other third parties. New laws or regulations enhanced supervision efforts or changes in the enforcement of existing laws or regulations applicable to our businesses could impact the profitability ofsimilarly affect our business, activities, limitincrease our ability to pursuecosts of doing business opportunities or adopt new technologies,and require us to change certain of our business practices or alter our relationships with partners, merchants and Card Members, or affect retention of our key personnel. Such changes also may require us to invest significant management attention and resources, to make any necessary changes andall of which could adversely affect our results of operations and financial condition. Legislators and regulators around the world are aware of each other’s approaches to the regulation of the payments industry. Consequently, a development in one country, state or region may influence regulatory approaches in another. To the extent that different regulatory systems impose overlapping or inconsistent requirements on the conduct of our business, we face complexity and additional costs in our compliance efforts.
If we fail to satisfy regulatory requirements or maintain our financial holding company status, our financial condition and results of operations could be adversely affected, and we may be restricted in our ability to take certain capital actions (such as declaring dividends or repurchasing outstanding shares) or engage in certain business activities or acquisitions.acquisitions, which could compromise our competitive position. Additionally, our banking regulators have wide discretion in the examination and the enforcement of applicable banking statutes and regulations and may restrict our ability to engage in certain business activities or acquisitions or require us to maintain more capital.
In recent years, legislators and regulators have focused on the operation of card networks, including interchange fees paid to card issuers in payment networks such as Visa and MasterCardMastercard and the fees merchants are charged to accept cards. Even where we are not directly regulated, regulation of bankcard fees can significantly negatively impactimpacts the discount revenue derived from our business, including as a result of downward pressure on our discount rate from decreases in competitor pricing in connection with caps on interchange fees. In some cases, regulations also extend to certain aspects of our business, such as GNSnetwork and cobrand arrangements or the terms of card acceptance for merchants, including terms relating to non-discrimination and honor-all-cards. For example, regulationswe have exited our network businesses in the EU and Australia have undermined our GNS businessas a result of regulation in those jurisdictions and have resulted in the moderation of GNS billed business growth.jurisdictions. In addition, there is uncertainty as to when or how interchange fee cap provisionscaps and other provisions of the EU payments legislation might apply when we work with cobrand partners and agents in the EU followingEU. In a ruling fromissued on February 7, 2018, the EU Court of Justice confirmed the validity of the application of the fee caps and there can be no assuranceother provisions in circumstances where three-party networks issue cards with a cobrand partner or through an agent, although the ruling provided only limited guidance as to when or how the provisions might apply in such circumstances and remains subject to differing interpretations by regulators and participants in cobrand arrangements. As a result, we are subject to regulatory action, penalties and the possibility we will not be able to maintain suchour existing cobrand and agent relationships in their current form.


24

Table of Contents

the EU.
We are subject to certain provisions of the Bank Secrecy Act, as amended by the Patriot Act and the AMLA, with regard to maintaining effective AML programs. Similar AML requirements apply under the laws of most jurisdictions where we operate. Increased regulatoryAs regulators increase their focus in this area, could result in additional obligations orwe are likely to face increased costs related to oversight, supervision and fines and changes to our business practices, including restrictions with respect to the types of products and services we may offer, to consumers, the countries in which our cards may be used, and the types of customers and merchants who can obtain or accept our cards. ActivityEmerging technologies, such as moneydigital currencies, could limit our ability to track the movement of funds. Money laundering, or terrorist financing and other illicit activities involving our cardsbusiness could result in enforcement action, and our reputation may suffer due to our customers’ association with certain countries, persons or entities or the existence of any such transactions.
U.S. federal law regulates abusive debt collection practices, which, along with bankruptcy and debtor relief laws, can affect our ability to collect amounts owed to us or subject us to regulatory scrutiny. Our ability to recover debt we had previously written-off may be limited, which could have a negative impact on our results of operations.
Various regulatory agencies and legislatures are also considering regulations and legislation covering identity theft, account management guidelines, credit bureau reporting, disclosure rules, security and marketing that would impact us directly, in part due to increased scrutiny of our underwriting and account management standards. These new requirements may restrict our ability to issue charge and credit cards or partner with other financial institutions, which could adversely affect our revenue growth.
See “Supervision and Regulation” for more information about certain laws and regulations to which we are subject and their impact on us.
Litigation and regulatory actions could subject us to significant fines, penalties, judgments and/or requirements resulting in significantly increased expenses, damage to our reputation and/or a material adverse effect on our business.
Businesses in the financial services and payments industries have historically been subject to significant legal actions, including class action lawsuits. Many of these actions have included claims for substantial compensatory or punitive damages. While we have historically relied on our arbitration clause in agreements with customers to limit our exposure to class action litigation, there can be no assurance that we will continue to be successful in enforcing our arbitration clause in the future.future, including as a result of regulation that would require that our consumer arbitration clause not apply to cases filed in court as class actions, and claims of the type we previously arbitrated could be subject to the complexities, risks and costs associated with class action cases. The continued focus of merchants on issues relating to the acceptance of various forms of payment may lead to additional litigation and other legal actions. Given the inherent uncertainties involved in litigation, and the very large or indeterminate



32

Table of Contents
damages sought in some matters asserted against us, there is significant uncertainty as to the ultimate liability we may incur from litigation matters.litigation.
We have been subject to regulatory actions by the CFPB and other regulators and may continue to be subject to such actions, including governmental inquiries, investigations and enforcement proceedings, in the event of noncompliance or alleged noncompliance with laws or regulations. Regulatory action could subject usExternal publicity concerning investigations, including those that are narrow in scope, can increase their scope and scale and lead to significant fines, penalties orfurther regulatory inquiries. Beginning in May 2020, we began responding to a regulatory review led by the OCC and the Department of Justice Civil Division regarding historical sales practices relating to certain small business card sales. We also conducted an internal review of certain sales from 2015 and 2016 and have taken appropriate disciplinary and remedial actions, including voluntarily providing remediation to certain current and former customers. Information regarding our investigation has been provided to our other requirements resulting in Card Member reimbursements, increased expenses, limitations or conditionsregulators, including the Federal Reserve. In January 2021, we received a grand jury subpoena from the United States Attorney’s Office for the Eastern District of New York regarding the sales practices for small business cards and a Civil Investigative Demand from the CFPB seeking information on sales practices related to consumers. We are cooperating with all of these inquiries and have continued to enhance our controls related to our sales practices. We do not believe this matter will have a material adverse impact on our business activities, and damage to our reputation and our brand, which could adversely affect ouror results of operations and financial condition. operations.
We expect that regulators will continue taking formal enforcement actions against financial institutions in addition to addressing supervisory concerns through non-public supervisory actions or findings, which could involve restrictions on our activities, among other limitations that could adversely affect our business. In addition, a violation of law or regulation by another financial institution could give rise to an investigation by regulators and other governmental agencies of the same or similar practices by us. Further, a single event may give rise to numerous and overlapping investigations and proceedings. Regulatory action could subject us to significant fines, penalties or other requirements resulting in Card Member reimbursements, increased expenses, limitations or conditions on our business activities, and damage to our reputation and our brand, all of which could adversely affect our results of operations and financial condition.
Governmental authorities have adopted or proposed measures to provide economic assistance to individual households and businesses, stabilize markets and support economic growth. The future success of these measures is unknown and they may not be sufficient to mitigate the negative impact of the pandemic. Additionally, some measures, such as a suspension of loan payments and encouragement of forbearances, may have a negative impact on our business, results of operations and financial condition. We also face an increased risk of litigation and governmental and regulatory scrutiny as a result of the effects of the pandemic on market and economic conditions, such as a renewed focus on fair lending laws, and actions governmental authorities take in response to those conditions, including participation in the PPP.
Legal proceedings regarding provisions in our merchant contracts, including non-discrimination and honor-all-cards provisions, could have a material adverse effect on our business and result in additional litigation and/or arbitrations, substantial monetary damages and damage to our reputation and brand.
We are, and have been in the past, a defendant in a number of actions, including legal proceedings and proposed class actions filed by merchants, challenging certain provisions of our card acceptance agreements. See Note 12 to the "Consolidated Financial Statements" for a description of our outstanding material legal proceedings.
An adverse outcome in these proceedings could have a material adverse effect on our business and results of operations, require us to change our merchant agreements in a way that could expose our cards to increased merchant steering and other forms of discrimination that could impair the Card Member experience, result in additional litigation and/or arbitrations, impose substantial monetary damages and damage our reputation and brand. Even if we were not required to change our merchant agreements, changes in Visa’s and Mastercard’s policies or practices as a result of legal proceedings, lawsuit settlements or regulatory actions pending against them could result in changes to our business practices and materially and adversely impact our profitability.
We are subject to capital adequacy and liquidity rules, and if we fail to meet these rules, our business would be materially adversely affected.
Failure to meet current or future capital or liquidity requirements including those imposed by the Capital Rules, the LCR, the NSFR or by regulators in implementing other portions of the Basel III framework and the enhanced supervision requirements of Dodd-Frank, could compromise our competitive position and could result in restrictions imposed by the Federal Reserve, including limiting our ability to pay dividends, repurchase our capital stock, invest in our business, expand our business or engage in acquisitions.
Some elements of the capital and liquidity regimes are not yet final and certain developments could significantly impact the requirements applicable to financial institutions. For example, the Basel Committee finalized revisions to the standardized approach for credit risk and operational risk capital requirements. If these revisions are adopted in the United States, we could be required to hold significantly more capital. As a result, the ultimate impact on our long-term capital and liquidity planning and our results of operations is not certain, although an increase in our capital and liquid asset levels could lower our return on equity. As part of our required stress testing, both internally and by the Federal Reserve, we must continue to comply with applicable capital standards as calculated under the standardized approach in the adverse and severely adverse economic scenarios published by the Federal Reserve each year. To satisfy these requirements,In addition, it may be necessary for us to hold additional capital because of an increase in excess of that required by the Capital Rules.SCB requirement based on the results from a supervisory stress test.
Compliance with capital adequacy and liquidity rules including the Capital Rules and the LCR, requires a material investment of resources. An inability to meet regulatory expectations regarding our compliance with applicable capital adequacy and liquidity rules may also negatively impact the assessment of the Companyus and our U.S. bank subsidiariessubsidiary by federal banking regulators.

We continue to progress through the parallel run phase of Basel III advanced approaches implementation. Depending on how the advanced approaches are ultimately implemented for our asset types, our capital ratios calculated under the advanced approaches may be lower than under the standardized approach. In such a case, we may need to hold significantly more regulatory capital in order to maintain a given capital ratio.
For more information on capital adequacy requirements, see “Capital Leverage and Liquidity Regulation” under “Supervision and Regulation.”
We are subject to restrictions that limit our ability to pay dividends and repurchase our capital stock. Our subsidiaries are also subject to restrictions that limit their ability to pay dividends to us, which may adversely affect our liquidity.
We are limited in our ability to pay dividends and repurchase capital stock by our regulators, who have broad authority to prohibit any action that would be considered an unsafe or unsound banking practice. For example, wethe Federal Reserve prohibited share repurchases in the third and fourth quarters of 2020 for all banking organizations participating in CCAR and has limited distributions for the first quarter of 2021. We are subject to a requirement to submit capital plans to the Federal Reserve for review that include, among other things, projected dividend payments and repurchases of capital stock to the Federal Reserve for review.stock. As part of the capital planning and stress testing process, our proposed capital actions are assessed against our ability to satisfy applicable capital requirements in the event of a stressed market environment. If the Federal Reserve objects to our capital plan or if we fail to satisfy applicable capital requirements, including the stress capital buffer, our ability to undertake capital actions may be restricted.
In addition, the Capital Rules include a capital conservation buffer and a countercyclical capital buffer, which is currently set at zero but which could be increased by the Federal Reserve in the future. These buffers can be satisfied only with CET1 capital. If our risk-based capital ratios were to fall below the applicable buffer levels, we would be subject to certain restrictions on dividends, stock repurchases and other capital distributions, as well as discretionary bonus payments to executive officers.
A failure to increase dividends along with our competitors, or any reduction of, or elimination of, our common stock dividend or share repurchase program would likely adversely affect the market price of our common stock and market perceptions of American Express.
Our ability to declare or pay dividends on, or to purchase, redeem or otherwise acquire, shares of our common stock will be prohibited, subject to certain exceptions, in the event that we do not declare and pay in full dividends for the last preceding dividend period of our Series B and Series C preferred stock.
American Express Company relies on dividends from its subsidiaries for liquidity, and federal and state laws limit the amount ofsuch dividends that our subsidiaries may pay to the parent company. In particular,be limited by law, regulation or supervisory policy. For example, our U.S. bank subsidiaries aresubsidiary, AENB, is subject to various statutory and regulatory limitations on theirits declaration and payment of dividends. These limitations may hinder our ability to access funds we may need to make payments on our obligations, make dividend payments on outstanding American Express Company capital stock or otherwise achieve strategic objectives.
Any future reduction or elimination of our common stock dividend or share repurchase program could adversely affect the market price of our common stock and market perceptions of American Express. For more information on bank holding company and depository institution dividend restrictions, see “Stress Testing and Capital Planning” and “Dividends and Other Capital Distributions” under “Supervision and Regulation,” as well as “Consolidated Capital Resources and Liquidity—Dividends and Share Repurchases and Dividends”Repurchases” under “MD&A” and Note 2322 to our “Consolidated Financial Statements.”
Regulation in the areas of privacy, data protection, data governance, account access and information and cyber security could increase our costs and affect or limit our business opportunities and how we collect and/or use personal information.
As privacy, data protectionLegislators and information and cyber security laws, including data localization, authentication and account access laws, are interpreted and applied, compliance costs may increase, particularly in the context of ensuring that adequate data protection, data transfer and account access mechanisms are in place. In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information security in the United States and in various countries in which we operate.
In addition, state and federal legislators and/or regulators in the United States and other countries in which we operate are increasingly adopting or revising privacy, data protection,, data governance, account access and information and cyber security laws, including data localization, authentication and notification laws. As such laws are interpreted and applied (in some cases, with significant differences or conflicting requirements across jurisdictions), compliance and technology costs will continue to increase, particularly in the context of ensuring that potentially could have significant impact on ouradequate data governance, data protection, data transfer and account access mechanisms are in place.
Compliance with current and plannedor future privacy, data protection, data governance, account access and information and cyber security-related practices,security laws could significantly impact our collection, use, sharing, retention and safeguarding of consumer and/or employeecolleague information and some of our current or planned business activities. New legislation or regulation could increase our costs of compliance and business operations and could reduce revenues from certain business initiatives. Moreover, the application of existing or new laws to existing technology and practices can be uncertain and may lead to additional compliance risk and cost.
Compliance with current or future privacy, data protection, account access and information and cyber security laws relating to consumer and/or employee data could result in higher compliance and technology costs and could restrict our ability to fully maximize our closed-loop capability or provide certain products and services, which could materially and adversely affect our profitability. Our failure to comply with privacy, data protection, account access and information and cyber securitysuch laws could result in potentially significant regulatory and/or governmental investigations and/or actions, litigation, fines, sanctions, ongoing regulatory monitoring, customer attrition, decreases in the use or acceptance of our cards and damage to our reputation and our brand. In recent years, there has been increasing regulatory enforcement and litigation activity in the areas of privacy, data protection and information and cyber security in the United States, the EU and various other countries in which we operate.
For more information on regulatory and legislative activity in this area, see “Privacy, Data Protection, Data Governance, Information and Cyber Security” under “Supervision and Regulation.”
We may not be able to effectively manage the operational and compliance risks to which we are exposed.
We consider operational risk to be the risk of not achieving business objectivesloss due to, among other things, inadequate or failed processes, people or information systems, poor data quality, human error or impacts from the external environment (e.g., natural disasters). Operational risk includes, among others, the risk that employee error or intentional misconduct could result in a material financial misstatement, a failure to monitor a third party’s compliance with a service level agreement or regulatory or legal requirements, or a failure to adequately monitor and control access to, or use of, data in our systems we grant to third-party service providers.third parties. As processes or organizations are changed, or new products and services are introduced, we may not fully appreciate or identify new operational risks that may arise from such changes. Through human error, fraud or malfeasance, conduct risk can result in harm to customers, broader markets and the company and its employees.
Compliance risk arises from the failure to adhere to applicable laws, rules, regulations and internal policies and procedures. We need to continually update and enhance our control environment to address operational and compliance risks. Operational and compliance risksfailures or deficiencies in our control environment can expose us to reputational and legal risks as well as fines,



34

civil money penalties or payment of damages and can lead to diminished business opportunities and diminished ability to expand key operations.
If we are not able to protect our intellectual property, or successfully defend against any infringement or misappropriation assertions brought against us, our revenue and profitability could be negatively affected.
We rely on a variety of measures to protect our intellectual property and control access to, and distribution of, our trade secrets and other proprietary information. These measures may not prevent infringement of our intellectual property rights or misappropriation of our proprietary information and a resulting loss of competitive advantage. The ability to enforce intellectual property rights to prevent disclosure of our trade secrets and other proprietary information may be limited in certain jurisdictions. In addition, competitors or other third parties may allege that our products, systems, processes or technologies infringe on their intellectual property rights. Given the complex, rapidly changing and competitive technological and business environments in which we operate, and the potential risks and uncertainties of intellectual property-related litigation, a future assertion of an infringement or misappropriation claim against us could cause us to lose significant revenues, incur significant defense, license, royalty or technology development expenses, and/or pay significant monetary damages.
Tax legislative initiatives or assessments by governmental authorities could adversely affect our results of operations and financial condition.
We are subject to income and other taxes in the United States and in various foreign jurisdictions. The laws and regulations related to tax matters are extremely complex and subject to varying interpretations. Although management believes our positions are reasonable, we are subject to audit by the Internal Revenue Service in the United States and by tax authorities in all the jurisdictions in which we conduct business operations. We are being challenged in a number of countries regarding our application of value-added taxes (VAT) to certain transactions. While we believe we comply with all applicable VAT and other tax laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that we owe additional taxes or apply existing laws and regulations more broadly, which could result in a significant increase in liabilities for taxes and interest in excess of accrued liabilities.
New tax legislative initiatives, including increases in the corporate tax rate, may be proposed from time to time, which may impactenacted, impacting our effective tax rate and couldpotentially adversely affectaffecting our tax positions or tax liabilities. For example, the impacts of the Tax Cuts and Jobs Act in the United States resulted in a $2.6 billion charge in the fourth quarter of 2017, representing our current estimate of taxes primarily on the deemed repatriation of certain overseas earnings and the remeasurement of U.S. deferred tax assets and liabilities. In addition, unilateral or multi-jurisdictional actions by various tax authorities, including an increase in tax audit activity, could have an adverse impact on our tax liabilities.
Changes in accounting principles or standards could adversely affect our reported financial results in a particular period, even if there are no underlying changes in the economics of the business.
We are subject to changes in and interpretations of financial accounting matters that govern the measurement of our performance, which could change the way we account for certain of our transactions even if we do not change the way in which we transact. A change in accounting guidance can have a significant effect on our reported results, may retroactively affect previously reported results and could cause fluctuations in our reported results. For more information on recently issued accounting standards, see Note 1 to our “Consolidated Financial Statements.”
Credit, Liquidity and Market Risks
Our risk management policies and procedures may not be effective.
Our risk management framework seeks to identify and mitigate risk and appropriately balance risk and return. We have established policies and procedures intended to identify, monitor and manage the types of risk to which we are subject, including credit risk, market risk, asset liability risk, liquidity risk, operational risk, compliance risk, model risk, strategic and business risk and reputational risk. See “Risk Management” under “MD&A” for a discussion of the policies and procedures we use to identify, monitor and manage the risks we assume in conducting our businesses. Although we have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future, these policies and procedures, as well as our risk management techniques, such as our hedging strategies, may not be fully effective. There may also be risks that exist, or develop in the future, that we have not appropriately anticipated, identified or mitigated. As regulations and markets in which we operatecompetition continue to evolve, our risk management framework may not always keep sufficient pace with those changes. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially adversely affected.
Management of our risks in some cases depends upon the use of analytical and/or forecasting models. Although we have a governance framework for model development and independent model validation, the modeling methodology or key assumptions could be erroneous or the models could be misused. In addition, issues with the quality or effectiveness of our data aggregation and validation procedures, as well as the quality and integrity of data inputs, could result in ineffective or inaccurate model outputs and reports. For example, models based on historical data sets might not be accurate predictors of future outcomes and their ability to appropriately predict future outcomes may degrade over time. The CECL methodology requires measurement of expected credit losses for the estimated life of certain financial instruments, not only based on historical experience and current conditions, but also by including forecasts incorporating forward-looking information. Our ability to accurately forecast future losses under that methodology may be impaired by the significant uncertainty surrounding the pandemic and the lack of comparable precedent. If our business decisions or estimates for credit losses are based on incorrect or misused model outputsmodels and reports,assumptions or we may face adverse consequences, such asfail to manage data inputs effectively and to aggregate or analyze data in an accurate and timely manner, our results of operations and financial loss, poor business and strategic decision-making, or damage to our reputation. In addition, some decisions our regulators make, including those related to our capital distribution plans,condition may be materially adversely impacted if they perceive the quality of our models to be insufficient.affected.
We may not be ableare exposed to effectively manage individual or institutional credit risk or creditand trends that can affect Card Member spending on card products and the ability of customers and partners to pay us, which could have a material adverse effect on our results of operations and financial condition.
We are exposed to both individual credit risk, principally from consumer and small business Card Member receivablesloans and loans,receivables, and institutional credit risk, principally from corporate Card Member loans and receivables, merchants, GNSnetwork partners, GCS clients, loyalty coalition partners and treasury and investment counterparties. Third parties may default on their obligations to us due to bankruptcy, lack of liquidity, operational failure or other reasons. Country, regionalGeneral economic factors, such as GDP, unemployment, inflation and interest rates, may result in greater delinquencies that lead to greater credit losses. A customer’s ability and willingness to repay us can be negatively impacted not only by economic, market, political risksand social conditions but



35

also by a customer’s other payment obligations, and increasing leverage can contributeresult in a higher risk that customers will default or become delinquent in their obligations to us. Our caution about the potential for a significant downturn in the pace of economic recovery is reflected in the macroeconomic outlook that informs our reserves for credit risk.losses.
We rely principally on the customer’s creditworthiness for repayment of loans or receivables and therefore have no other recourse for collection. Our ability to assess creditworthiness may be impaired if the criteria or models we use to manage our credit risk become less predictive ofprove inaccurate in predicting future losses, which could cause our losses to rise and have a negative impact on our results of operations. RisingFurther, our pricing strategies may not offset the negative impact on profitability caused by increases in delinquencies and rising rates of bankruptcy are often precursors of future write-offslosses; thus any material increases in delinquencies and may require us to increaselosses beyond our reserve for loan losses. We are continuing to experience relatively low delinquency and write-off rates, but expect that these rates will increase over time. Higher write-off rates and the resulting increase in our reserve for loan losses adversely affect our profitability and the performance of our securitizations, and may increase our cost of funds.
current estimates could have a material adverse impact on us. Although we make estimates to provide for credit losses in our outstanding portfolio of loans and receivables, these estimates may not be accurate. In addition, the information we use in managing our credit risk may be inaccurate or incomplete.
Rising delinquencies and rising rates of bankruptcy are often precursors of future write-offs and may require us to increase our reserve for credit losses. Higher write-off rates and the resulting increase in our reserves for credit losses adversely affect our profitability and the performance of our securitizations, and may increase our cost of funds.
Although we regularly review our credit exposure to specific clients and counterparties and to specific industries, countries and regions that we believe may present credit concerns, default risk may arise from events or circumstances that are difficult to foresee or detect, such as fraud. In addition, our ability to manage credit risk or collect amounts owed to us may be adversely affected by legal or regulatory changes (such as restrictions on collections or changes in bankruptcy laws, and minimum payment regulations)regulations and re-age guidance). Increased credit risk, whether resulting from underestimating the credit losses inherent in our portfolio of loans and receivables, deteriorating economic conditions (particularly in the United States where, for example, Card Members were responsible for approximately 7487 percent of our revenues are generated)total Card Member loans outstanding as of December 31, 2020), increases in the level of loan balances, changes in our mix of business or otherwise, could require us to increase our provisions for losses and could have a material adverse effect on our results of operations and financial condition.
Interest rate increaseschanges could materially adversely affect our earnings.
Our interest expense was approximately $2.1 billion for the year ended December 31, 2020. If the rate of interest we pay on our borrowings increases more or decreases less than the rate of interest we earn on our loans, our net interest yield, and consequently our net interest income, could fall. Our interest expense was approximately $2.1 billion for the year endeddecrease. As of December 31, 2017. A2020, a hypothetical immediate 100 basis point increase in market interest rates would have resulted in a decrease todetrimental impact on our annual net interest income of approximately $167 million as of December 31, 2017.up to $113 million. A hypothetical immediate 100 basis point decrease in market interest rates would have a smaller but still detrimental impact on our annual net interest income. We expect the rates we pay on our deposits will increase aschange if benchmark interest rates increase.change. In addition, interest rate changes may affect customer behavior, such as impacting the loan balances Card Members carry on their credit cards or their ability to make payments as higher interest rates lead to higher payment requirements, further impacting our results of operations.
For a further discussion of our interest raterate risk, see “Risk Management ― Market Risk Management Process” under “MD&A.”
The discontinuance of LIBOR may negatively impact our access to funding and the value of our financial instruments and commercial agreements.
Central banks and global regulators have called for financial market participants to prepare for the discontinuance of the London interbank offered rate (LIBOR) and the establishment of alternative reference rates. Certain of our financial instruments and commercial agreements reference LIBOR, which will need to be amended or otherwise modified to replace LIBOR with an alternative reference rate. Some of those instruments and agreements contain provisions to replace LIBOR as the benchmark following the occurrence of specified transition events. Such provisions may not be sufficient to trigger a change in the benchmark at all times when LIBOR is no longer representative of market interest rates, or that these events will align with similar events in the market generally or in other parts of the financial markets, such as the derivatives market.
Alternative reference rates are calculated using components different from those used in the calculation of LIBOR and may fluctuate differently than, and not be representative of, LIBOR. In order to compensate for these differences, certain of our financial instruments and commercial agreements allow for a benchmark replacement adjustment. However, there is no assurance that any benchmark replacement adjustment will be sufficient to produce the economic equivalent of LIBOR, either at the benchmark replacement date or over the life of such instruments and agreements.
Uncertainty as to the nature and timing of the potential discontinuance or modification of LIBOR, the replacement of LIBOR with one or more alternative reference rates or other reforms may negatively impact market liquidity, our access to funding and the trading market for our financial instruments. Furthermore, the timing of implementation and use of alternative reference rates and corresponding adjustments or other reforms could be subject to disputes, could cause the interest payable on our outstanding financial instruments and commercial agreements to be materially different than expected and may impact the value of such instruments and agreements.
Adverse financial market conditions may significantly affect our access to, and cost of, capital and ability to meet liquidity needs, access to capital and cost of capital.
We need liquidity to pay merchants, operating and other expenses, interest on debt and dividends on capital stock and to repay maturing liabilities. The principal sources of our liquidity are payments from Card Members, cash flows from our investment portfolio, cash and cash equivalents, proceeds from the issuance of unsecured medium- and long-term notes and asset securitizations and direct and third-party sourced deposits, securitized borrowings through our secured financing facilities, a committed bank borrowing facility and the Federal Reserve discount window.needs.
Our ability to obtain financing in the debt capital markets for unsecured term debt and asset securitizations is dependent on financial market conditions. Disruptions, uncertainty or volatility across the financial markets, as well as adverse developments affecting our competitors and the financial industry generally, could negatively impact market liquidity and limit our access to funding required to operate our business. Such market conditions may also limit our ability to replace, in a timely manner, maturing liabilities, satisfy regulatory capital requirements and access the funding necessary to grow our business. In some circumstances, we may incur an unattractive cost to raise capital, which could decrease profitability and significantly reduce financial flexibility.
For a further discussion of our liquidity and funding needs, see “Consolidated Capital Resources and Liquidity ― Funding Programs and Activities”Liquidity” under “MD&A.”
Any reduction in our and our subsidiaries’ credit ratings could increase the cost of our funding from, and restrict our access to, the capital markets and have a material adverse effect on our results of operations and financial condition.
Rating agencies regularly evaluate us and our subsidiaries, and their ratings of our and our subsidiaries’ long-term and short-term debt and deposits are based on a number of factors, including financial strength, as well as factors not within our control, including conditions affecting the financial services industry generally, and the wider state of the economy. Our and our subsidiaries’ ratings could be downgraded at any time and without any notice by any of the rating agencies, which could, among other things, adversely limit our access to the capital markets and adversely affect the cost and other terms upon which we and our subsidiaries are able to obtain funding.
Adverse currency fluctuations and foreign exchange controls could decrease earnings we receive from our international operations and impact our capital.
During 2017,2020, approximately 2622 percent of our total revenues net of interest expense were generated from activities outside the United States. We are exposed to foreign exchange risk from our international operations, and accordingly the revenue we generate outside the United States is subject to unpredictable fluctuations if the values of other currencies change relative to the U.S. dollar (including as a result of Brexit), which could have a material adverse effect on our results of operations.
Foreign exchange regulations or capital controls might restrict or prohibit the conversion of other currencies into U.S. dollars or our ability to transfer them. Political and economic conditions in other countries could also impact the availability of foreign exchange for the payment to us by the local card issuer offor obligations arising out of local Card Members’ spending outside such country and for the payment of card bills by Card Members who are billed in a currency other than their local currency. Substantial and sudden devaluation of local Card Members’ currency can also affect their ability to make payments to the local issuer of the card in connection with spending outside the local country. The occurrence of any of these circumstances could further impact our results of operations.
Continuing concerns regarding the overall stability of the euro and the suitability of the euro as a single currency given the diverse economic and political circumstances in individual Eurozone countries may cause the value of the euro to fluctuate more widely than in the past and could lead to the reintroduction of individual currencies in one or more Eurozone countries, or, in more extreme circumstances, the possible dissolution of the euro currency entirely. If there is a significant devaluation of the euro and we are unable to hedge our foreign exchange exposure to the euro, the value of our euro-denominated assets and liabilities would be correspondingly reduced when translated into U.S. dollars for inclusion in our financial statements. Similarly, the reintroduction of certain individual country currencies or the complete dissolution of the euro could adversely affect the value of our euro-denominated assets and liabilities. The reintroduction of individual country currencies would require us to reconfigure our billing and other systems to reflect individual country currencies in place of the euro. Implementing such changes could be costly and failures in the currency reconfiguration could cause disruptions in our normal business operations. In addition, foreign currency derivative instruments to hedge our market exposure to re-introduced currencies may not be immediately available or may not be available on terms that are acceptable to us.
The potential developments regarding Europe and the euro, or market perceptions concerning these and related issues, could continue to have an adverse impact on consumer and business behavior in Europe and globally, which could have a material adverse effect on our business, financial condition and results of operations.
An inability to accept or maintain deposits due to market demand or regulatory constraints could materially adversely affect our liquidity position and our ability to fund our business.
Our U.S. bank subsidiaries acceptsubsidiary, AENB, accepts deposits directly from consumers, as well as from individuals through third-party brokerage networks, as well as directly from consumers through American Express Personal Savings, and useuses the proceeds as a source of funding. As of December 31, 2017,2020, we had approximately $63.7$86 billion in total U.S. retail deposits, a portion of which a significant amount had been raised through third-party brokerage networks. We face strong and increasing competition with regard to deposits, and pricing and product changes may adversely affect our ability to attract and retain cost-effective deposit balances. IfTo the extent we are required to offer higher interest rates to attract or maintain deposits, our funding costs will be adversely impacted.
Our ability to obtain deposit funding and offer competitive interest rates on deposits is also dependent on AENB’s capital levels of our U.S. bank subsidiaries.levels. The FDIA’s brokered deposit provisions and related FDIC rules in certain circumstances prohibit banks from accepting or renewing brokered deposits and apply other restrictions, such as a cap on interest rates that can be paid. See “Prompt Corrective Action” under “Supervision and Regulation” for additional information.
While Centurion Bank and American Express Bank were considered “well capitalized” as of December 31, 2017 and had no restrictions regarding acceptance of brokered deposits or setting of interest rates, there can be no assurance they will continue to meet this definition. The Capital Rules require bank holding companies and their bank subsidiaries to maintain substantially more capital, with a greater emphasis on common equity. Additionally, our regulators can adjust theapplicable capital requirements to be “well capitalized” at any time and have authority to place limitations on our deposit businesses, including the interest rates we pay on deposits.businesses. An inability to attract or maintain deposits in the future could materially adversely affect our liquidity position and our ability to fund our business.
The value of our assets or liabilitiesinvestments may be adversely impacted by economic, political or market conditions.
Market risk includes the loss in value of portfolios and financial instruments due to adverse changes in market variables, which could negatively impact our financial condition. We held approximately $3.2$22 billion of investment securities as of December 31, 2017.2020. In the event that actual default rates of these investment securities were to significantly change from historical patterns due to challenges in the economyeconomic conditions or otherwise, it could have a material adverse impact on the value of our investment portfolio, potentially resulting in impairment charges. Defaults or economic disruptions, even in countries or territories in which we do not have material investment exposure, conduct business or have operations, could adversely affect us.
ITEM 1B.
UNRESOLVED STAFF COMMENTS



37

ITEM 1B.UNRESOLVEDSTAFF COMMENTS
Not applicable.
ITEM 2.
ITEM 2.    PROPERTIES
Our principal executive offices are in a 2.2 million square foot building located in lower Manhattan on land leased from the Battery Park City Authority for a term expiring in 2069. We have an approximately 49 percent ownership interest in the building and an affiliate of Brookfield Financial Properties owns the remaining approximately 51 percent interest in the building. We also lease space in the building from Brookfield’s affiliate.
Other owned or leased principal locations include American Express offices in Phoenix, Arizona, Sunrise, Florida, Phoenix, Arizona, Salt Lake City, Utah, Mexico City, Mexico, Sydney, Australia, Singapore, Gurgaon, India, Brighton, England, Manila, Philippines, Tokyo, Japan, Kuala Lumpur, Malaysia and Brighton, England;Sydney, Australia; the American Express data centers in Phoenix, Arizona and Greensboro, North Carolina; the headquarters for AENB in Sandy, Utah; the headquarters for American Express Services Europe Limited in London, England; and the headquarters for American Express Europe, S.A. in Madrid, Spain; the headquarters for Amex Bank of Canada and Amex Canada Inc. headquarters in Toronto, Ontario, Canada.
Generally, weCanada; and the headquarters for American Express Bank (Mexico) S.A. Institucion de Banca Multiple and American Express Company (Mexico) S.A. de C.V. in Mexico City, Mexico. We also lease the premises we occupy in other locations. We believe the facilities we own or occupy suit our needs and are well maintained.
ITEM 3.
LEGAL PROCEEDINGS
In the ordinary course of business, we are subject to various pending and potential legal actions, arbitration proceedings, claims, investigations, examinations, information gathering requests, subpoenas, inquiries and matters relating to compliance with laws and regulations (collectively, legal proceedings).
We do not believe we are a party to, nor are any of our properties the subject of, any legal proceeding that would have a material adverse effect on our consolidated financial condition or liquidity. However, in light of the uncertainties involved in such matters, including the fact that some pending legal proceedings are at preliminary stages and seek an indeterminate amount of damages, it is possible that the outcome of legal proceedings could have a material impact on our results of operations. In addition, it is possible that significantly increased merchant steering or other actions impairing the Card Member experienceoperate multiple travel lounges as a result of the DOJ or merchant cases described laterbenefit for our Card Members in this section could have a material adverse effect on our business. Certain legal proceedings involving us or our subsidiaries are described below. For additional information, seemajor U.S. and global hub airports.
ITEM 3.    LEGAL PROCEEDINGS
Refer to Note 1312 to our “Consolidated Financial Statements.Statements, which is incorporated herein by reference.
Antitrust Matters
In 2010, the DOJ, along with Attorneys General from Arizona, Connecticut, Hawaii (Hawaii has since withdrawn its claim), Idaho, Illinois, Iowa, Maryland, Michigan, Missouri, Montana, Nebraska, New Hampshire, Ohio, Rhode Island, Tennessee, Texas, Utah and Vermont filed a complaint in the U.S. District Court for the Eastern District of New York against us alleging a violation of Section 1 of the Sherman Antitrust Act. The complaint included allegations that provisions in our merchant agreements prohibiting merchants from steering a customer to use another network’s card or another type of general-purpose card (“anti-steering” and “non-discrimination” contractual provisions) violate the antitrust laws. The complaint sought a judgment permanently enjoining us from enforcing our non-discrimination contractual provisions. The complaint did not seek monetary damages.ITEM 4.    MINE SAFETY DISCLOSURES
Following a non-jury trial, the trial court found that the challenged provisions were anticompetitive and on April 30, 2015, the court issued a final judgment entering a permanent injunction. Following our appeal of this judgment, on September 26, 2016, the Court of Appeals for the Second Circuit reversed the trial court decision and judgment in favor of American Express was entered on January 25, 2017. Eleven of the 17 states that are party to the case filed a petition with the Supreme Court seeking a review of the Second Circuit’s decision. On October 16, 2017, the Supreme Court granted certiorari and oral argument is scheduled for February 26, 2018 in the case, now captioned Ohio v. American Express Co.Not applicable.
In addition, individual merchant cases and a putative class action, which were consolidated in 2011 and collectively captioned In re: American Express Anti-Steering Rules Antitrust Litigation (II), are pending in the Eastern District of New York against us alleging that our anti-steering provisions in merchant card acceptance agreements violate U.S. antitrust laws. The individual merchant cases seek damages in unspecified amounts and injunctive relief.
In July 2004, we were named as a defendant in another putative class action filed in the Southern District of New York and subsequently transferred to the Eastern District of New York, captioned The Marcus Corporation v. American Express Co., et al., in which the plaintiffs allege an unlawful antitrust tying arrangement between certain of our charge cards and credit cards in violation of various state and federal laws. The plaintiffs in this action seek injunctive relief and an unspecified amount of damages.
In re: American Express Anti-Steering Rules Antitrust Litigation (II) and The Marcus Corporation v. American Express Co., et al., including a trial previously scheduled in the individual merchant cases, are stayed pending resolution of the appeal in Ohio v. American Express Co. Further proceedings are anticipated.
Individual merchants have also initiated arbitration proceedings raising similar claims concerning the anti-steering provisions in our card acceptance agreements and seeking damages. We are vigorously defending against those claims, which are similarly stayed.
On March 8, 2016, plaintiffs B&R Supermarket, Inc. d/b/a Milam’s Market and Grove Liquors LLC, on behalf of themselves and others, filed a suit, captioned B&R Supermarket, Inc. d/b/a Milam’s Market, et al. v. Visa Inc., et al., for violations of the Sherman Antitrust Act, the Clayton Antitrust Act, California’s Cartwright Act and unjust enrichment in the United States District Court for the Northern District of California, against American Express Company, other credit and charge card networks, other issuing banks and EMVCo, LLC. Plaintiffs allege that the defendants, through EMVCo, conspired to shift liability for fraudulent, faulty and otherwise rejected consumer credit card transactions from themselves to merchants after the implementation of EMV chip payment terminals. Plaintiffs seek damages and injunctive relief. An amended complaint was filed on July 15, 2016. On September 30, 2016, the court denied our motion to dismiss as to claims brought by merchants who do not accept American Express cards, and on May 4, 2017, the California court transferred the case to the United States District Court for the Eastern District of New York.



Corporate Matters
On July 30, 2015, plaintiff Plumbers and Steamfitters Local 137 Pension Fund, on behalf of themselves and other purchasers of American Express stock, filed a suit, captioned Plumbers and Steamfitters Local 137 Pension Fund v. American Express Co., Kenneth I. Chenault and Jeffrey C. Campbell, in the United States District Court for the Southern District of New York for violation of federal securities law, alleging that the Company deliberately issued false and misleading statements to, and omitted important information from, the public relating to the financial importance of the Costco cobrand relationship to the Company, including, but not limited to, the decision to accelerate negotiations to renew the cobrand agreement. The plaintiff sought damages and injunctive relief. On October 2, 2017, the Court granted defendants’ motion to dismiss the plaintiff’s amended complaint. The plaintiff has appealed the court’s decision.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
32



PART II


ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)Our common stock trades principally on The New York Stock Exchange under the trading symbol AXP. As of December 31, 2017, we had 22,262 common shareholders of record. You can find price and dividend information concerning our common stock in Note 27 to our “Consolidated Financial Statements.” For information on dividend restrictions, see “Dividends and Other Capital Distributions” under “Supervision and Regulation” and Note 23 to our “Consolidated Financial Statements.” You can find information on securities authorized for issuance under our equity compensation plans under the caption “Executive Compensation — Equity Compensation Plans” to be contained in our definitive 2018 proxy statement for our Annual Meeting of Shareholders, which is scheduled to be held on May 7, 2018. The information to be found under such caption is incorporated herein by reference. Our definitive 2018 proxy statement for our Annual Meeting of Shareholders is expected to be filed with the Securities and Exchange Commission (SEC) in March 2018 (and, in any event, not later than 120 days after the close of our most recently completed fiscal year).

(a)Our common stock trades principally on The New York Stock Exchange under the trading symbol AXP. As of December 31, 2020, we had 19,446 common shareholders of record. You can find dividend information concerning our common stock in Note 26 to our "Consolidated Financial Statements." For information on dividend restrictions, see “Dividends and Other Capital Distributions” under “Supervision and Regulation” and Note 22 to our “Consolidated Financial Statements.” You can find information on securities authorized for issuance under our equity compensation plans under the caption “Executive Compensation — Equity Compensation Plans” to be contained in our definitive 2021 proxy statement for our Annual Meeting of Shareholders, which is scheduled to be held on May 4, 2021. The information to be found under such caption is incorporated herein by reference. Our definitive 2021 proxy statement for our Annual Meeting of Shareholders is expected to be filed with the SEC in March 2021 (and, in any event, not later than 120 days after the close of our most recently completed fiscal year).
Stock Performance Graph


The information contained in this Stock Performance Graph section shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into a document filed under the Securities Act or the Exchange Act.


The following graph compares the cumulative total shareholder return on our common shares with the total return on the S&P 500 Index and the S&P Financial Index for the last five years. It shows the growth of a $100 investment on December 31, 2012,2015, including the reinvestment of all dividends.
axp-20201231_g4.jpg
Year-end Data 2012  2013  2014  2015  2016  2017 
American Express $100.00  $159.84  $165.70  $125.57  $136.34  $185.70 
S&P 500 Index $100.00  $132.37  $150.48  $152.55  $170.78  $208.05 
S&P Financial Index $100.00  $135.59  $156.17  $153.72  $188.69  $230.47 



Year-end Data201520162017201820192020
American Express$100.00 $108.57 $147.88 $143.99 $190.82 $188.62 
S&P 500 Index$100.00 $111.95 $136.38 $130.39 $171.44 $202.96 
S&P Financial Index$100.00 $122.75 $149.92 $130.37 $172.21 $169.19 


33


39


(b)    Not applicable.

(c)    Issuer Purchases of Securities

The table below sets forth the information with respect to purchases of our common stock made by us or on our behalf of us during the quarter ended December 31, 2017.2020.

  Total Number of Shares Purchased  Average Price Paid Per Share  
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(c)
  Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs 
October 1-31, 2017            
Repurchase program(a)
  4,040,661  $91.78   4,040,661   94,655,567 
Employee transactions(b)
        N/A   N/A 
November 1-30, 2017                
Repurchase program(a)
  3,932,622  $94.78   3,932,622   90,722,945 
Employee transactions(b)
  4,907  $95.22   N/A   N/A 
December 1-31, 2017                
Repurchase program(a)
  5,720,526  $98.79   5,720,526   85,002,419 
Employee transactions(b)
        N/A   N/A 
Total                
Repurchase program(a)
  13,693,809  $95.57   13,693,809   85,002,419 
Employee transactions(b)
  4,907  $95.22   N/A   N/A 
(a)On September 26, 2016, the Board of Directors authorized the repurchase of up to 150 million shares of common stock from time to time, subject to market conditions and the Federal Reserve’s non-objection to our capital plans. This authorization replaced the prior repurchase authorization and does not have an expiration date.
Total Number of Shares
Purchased
Average Price Paid Per
Share
Total Number of Shares
Purchased as Part of
Publicly Announced Plans
or Programs(c)
Maximum Number of
Shares that May
Yet Be
Purchased Under the
Plans
or Programs
October 1-31, 2020
Repurchase program(a)
— $— — 102,171,653 
Employee transactions(b)
— $— N/AN/A
November 1-30, 2020
Repurchase program(a)
— $— — 102,171,653 
Employee transactions(b)
19,140 $91.24 N/AN/A
December 1-31, 2020
Repurchase program(a)
— $— — 102,171,653 
Employee transactions(b)
— $— N/AN/A
Total
Repurchase program(a)
— $— — 102,171,653 
Employee transactions(b)
19,140 $91.24 N/AN/A
(b)Includes: (i) shares surrendered by holders of employee stock options who exercised options (granted under our incentive compensation plans) in satisfaction of the exercise price and/or tax withholding obligation of such holders and (ii) restricted shares withheld (under the terms of grants under our incentive compensation plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares. Our incentive compensation plans provide that the value of the shares delivered or attested to, or withheld, be based on the price of our common stock on the date the relevant transaction occurs.
(a)On September 23, 2019, the Board of Directors authorized the repurchase of up to 120 million common shares from time to time, subject to market conditions and in accordance with our capital plans. This authorization replaced the prior repurchase authorization and does not have an expiration date. See “MD&A – Consolidated Capital Resources and Liquidity” for additional information regarding share repurchases.
(c)Share purchases under publicly announced programs are made pursuant to open market purchases or privately negotiated transactions (including employee benefit plans) as market conditions warrant and at prices we deem appropriate.
(b)Includes: (i) shares surrendered by holders of employee stock options who exercised options (granted under our incentive compensation plans) in satisfaction of the exercise price and/or tax withholding obligation of such holders and (ii) restricted shares withheld (under the terms of grants under our incentive compensation plans) to offset tax withholding obligations that occur upon vesting and release of restricted shares. Our incentive compensation plans provide that the value of the shares delivered or attested to, or withheld, be based on the price of our common stock on the date the relevant transaction occurs.
(c)Share purchases under publicly announced programs are made pursuant to open market purchases or privately negotiated transactions (including employee benefit plans) as market conditions warrant and at prices we deem appropriate.
34



40

ITEM 6.    SELECTED FINANCIAL DATA

  2017  2016  2015  2014  2013 
Operating Results ($ in Millions)
               
Total revenues net of interest expense $33,471  $32,119  $32,818  $34,188  $32,870 
Provisions for losses(a)
  2,759   2,026   1,988   2,044   1,832 
Expenses(b)
  23,298   21,997   22,892   23,153   23,150 
Pretax income  7,414   8,096   7,938   8,991   7,888 
Income tax provision  4,678   2,688   2,775   3,106   2,529 
Net income $2,736  $5,408  $5,163  $5,885  $5,359 
Return on average equity(c)
  13.1%  26.0%  24.0%  29.1%  27.8%
Return on average assets(c)
  1.6%  3.4%  3.3%  3.8%  3.5%
Balance Sheet ($ in Millions)
                    
Cash and cash equivalents $32,927  $25,208  $22,762  $22,288  $19,486 
Card Member loans and receivables HFS        14,992       
Accounts receivable, net  56,689   50,073   46,695   47,000   47,185 
Loans, net  74,300   65,461   58,799   70,104   66,585 
Investment securities  3,159   3,157   3,759   4,431   5,016 
Total assets  181,159   158,893   161,184   159,103   153,375 
Customer deposits  64,452   53,042   54,997   44,171   41,763 
Travelers Cheques outstanding and other prepaid products  2,593   2,812   3,247   3,673   4,240 
Short-term borrowings  3,278   5,581   4,812   3,480   5,021 
Long-term debt  55,804   46,990   48,061   57,955   55,330 
Shareholders’ equity $18,227  $20,501  $20,673  $20,673  $19,496 
Average shareholders' equity to average total assets ratio  12.4%  13.1%  13.5%  13.1%  12.6%
Common Share Statistics                    
Earnings per share:                    
Net income attributable to common shareholders:(d)
                    
Basic $2.98  $5.67  $5.07  $5.58  $4.91 
Diluted  2.97   5.65   5.05   5.56   4.88 
Cash dividends declared per common share  1.34   1.22   1.13   1.01   0.89 
Dividend payout ratio(e)
  45.0%  21.5%  22.3%  18.1%  18.1%
Book value per common share  19.38   20.93   19.71   20.21   18.32 
Market price per share:                    
High  100.53   75.74   93.94   96.24   90.79 
Low  74.74   50.27   67.57   78.41   58.31 
Close $99.31  $74.08  $69.55  $93.04  $90.73 
Average common shares outstanding (millions):
                    
Basic  883   933   999   1,045   1,082 
Diluted  886   935   1,003   1,051   1,089 
Shares outstanding at period end (millions)
  859   904   969   1,023   1,064 
Other Statistics                    
Number of employees at period end (thousands):
                    
United States  20   21   21   22   26 
Outside the United States  35   35   34   32   37 
Total  55   56   55   54   63 
Number of shareholders of record  22,262   23,572   24,704   25,767   22,238 
(a)Beginning December 1, 2015 through to the sale completion dates, did not reflect provisions for Card Member loans and receivables related to our cobrand partnerships with JetBlue Airways Corporation (JetBlue) and Costco Wholesale Corporation (Costco) in the United States (the HFS portfolios).
20202019201820172016
Operating Results ($ in Millions)
Total revenues net of interest expense$36,087 $43,556 $40,338 $36,878 $35,438 
Provisions for credit losses(a)
4,730 3,573 3,352 2,760 2,027 
Expenses27,061 31,554 28,864 26,693 25,369 
Pretax income4,296 8,429 8,122 7,425 8,042 
Income tax provision1,161 1,670 1,201 4,677 2,667 
Net income3,135 $6,759 $6,921 $2,748 $5,375 
Return on average equity(b)
14.2 %29.6 %33.5 %13.2 %25.8 %
Balance Sheet ($ in Millions)
Cash and cash equivalents(c)
$32,965 $24,446 $27,808 $33,263 $25,494 
Card Member receivables, net43,434 56,794 55,320 53,526 46,841 
Loans, net70,643 89,624 83,396 74,300 65,461 
Investment securities21,631 8,406 4,647 3,159 3,157 
Total assets191,367 198,321 188,602 181,196 158,917 
Customer deposits86,875 73,287 69,960 64,452 53,042 
Short-term borrowings1,878 6,442 3,100 3,278 5,581 
Long-term debt42,952 57,835 58,423 55,804 46,990 
Shareholders’ equity$22,984 $23,071 $22,290 $18,261 $20,523 
Common Share Statistics(d)
Earnings per share:
Net income attributable to common shareholders:(e)
Basic$3.77 $8.00 $7.93 $3.00 $5.63 
Diluted3.77 7.99 7.91 2.99 5.61 
Cash dividends declared per common share1.72 $1.64 $1.48 $1.34 $1.22 
Book value per common share26.58 $26.51 $24.45 $19.42 $20.95 
Average common shares outstanding (millions):
Basic805 828 856 883 933 
Diluted806 830 859 886 935 
Shares outstanding at period end (millions)
805 810 847 859 904 
Other Statistics
Number of colleagues at period end (thousands):
United States23 23 21 20 21 
Outside the United States41 41 38 35 35 
Total64 64 59 55 56 
Number of shareholders of record19,446 19,974 21,078 22,262 23,572 
(b)Beginning December 1, 2015 through to the sale completion dates, included the valuation allowance adjustment associated with the HFS portfolios.
(a)Results for reporting periods beginning after January 1, 2020 are presented using the CECL methodology, while comparative information continues to be reported in accordance with the incurred loss methodology in effect for prior periods. Refer to Note 3 to the "Consolidated Financial Statements" for further information.
(c)Return on average equity and return on average assets are calculated by dividing one-year period of net income by one-year average of total shareholders’ equity or total assets, respectively.
(b)Return on average equity is calculated by dividing one-year period of net income by one-year average of total shareholders’ equity.
(d)Represents net income, less earnings allocated to participating share awards and dividends on preferred shares.
(c)Effective December 31, 2020, we reclassified restricted cash from Other assets to Cash and cash equivalents on the Consolidated Balance Sheets. Prior period amounts have been revised to conform to the current period presentation.
(e)Calculated on year’s dividends declared per common share as a percentage of the year’s net income available per common share.
(d)Our common stock trades principally on The New York Stock Exchange under the trading symbol AXP.
(e)Represents net income, less earnings allocated to participating share awards and dividends on preferred shares.

35




41

Table of Contents

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)
EXECUTIVE OVERVIEW
BUSINESS INTRODUCTION
We are a global servicesglobally integrated payments company with fourthree reportable operating segments: U.S.Global Consumer Services (USCS), International Consumer and Network Services (ICNS)Group (GCSG), Global Commercial Services (GCS) and Global Merchant and Network Services (GMS)(GMNS). Corporate functions and certain other businesses and operations are included in Corporate & Other.
Our range of products and services includes:
Credit card, charge card and other payment and financing products
Merchant acquisition and processing, servicing and settlement, and point-of-sale marketing and information products and services for merchants
Network services
Other fee services, including fraud prevention services and the design and operation of customer loyalty programs
Expense management products and services
Travel and lifestyle services
Our various products and services are sold globally to diverse customer groups, including consumers, small businesses, mid-sized companies and large corporations. These products and services are sold through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party vendors and business partners, direct mail, telephone, in-house sales teams, and direct response advertising. Business travel-related services are offered through our non-consolidated joint venture, American Express Global Business Travel (the GBT JV).
The following types of revenue are generated from our various products and services:
Discount revenue, our largest revenue source, primarily represents the amount we earn on transactions occurring at merchants that have entered into a card acceptance agreement with us, or a Global Network Services (GNS) partner or other third-party merchant acquirer, for facilitating transactions between the merchants and Card Members. The amount of fees generally charged to merchants for accepting our cards as payment for goods or services, sold. The fees charged, or merchant discount, which is generally expressed as a percentage of the charge amount, varies with, among other factors, the industry in which the merchant does business, the charge amount and the merchant’s overall chargeAmerican Express-related transaction volume, the method of payment, the settlement terms with the merchant, the method of submission of charges, the timing and method of payment to the merchanttransactions and, in certain instances, the geographic scope for the related card acceptance agreement between the merchant and us (e.g., domestic or global). and the transaction amount. In some instances, an additional flat transaction fee is assessed as part of the merchant discount, and additional fees may be charged such as a variable fee for “non-swiped” card transactions or for transactions using cards issued outside the United States at merchants located in the United States;
Interest on loans, principally represents interest income earned on outstanding balances;
Net card fees, represent revenue earned from annual card membership fees, which variesvary based on the type of card and the number of cards for each account;
Other fees and commissions, primarily represent Card Member delinquency fees, foreign currency conversion fees charged to Card Members, loyalty coalition-related fees, service fees earned from merchants, travel commissions and fees, service fees and fees related to our Membership Rewards program;program fees; and
Other revenue, primarily represents revenues arising from contracts with partners of our Global Network Services (GNS)GNS business (including commissions and signing fees)fees less issuer rate payments), cross-border Card Member spending, insurance premiums, ancillary merchant-related fees, prepaid card and Travelers Cheque-related revenue, revenues related to the American Express Global Business Travel Joint Venture (the GBT JV) transition services agreement and earnings (losses) from equity method investments (including the GBT JV).
, insurance premiums earned from Card Members, and prepaid card and Travelers Cheque-related revenue.
TAX CUTS AND JOBS ACT
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the Tax Act). The Tax Act makes broad and complex changes to the U.S. federal corporate income tax rules that, beginning in 2018, will significantly decrease our income tax expense and reduce our effective tax rate to the low 20s, before discrete items. Most notably, effective January 1, 2018, the Tax Act reduces the U.S. federal statutory corporate income tax rate from 35 percent to 21 percent, introduces a territorial tax system in which future dividends paid from earnings outside the United States to a U.S. corporation are not subject to U.S. federal taxation and imposes new U.S. federal corporate income taxes on certain foreign operations.
While the Tax Act will positively impact our earnings in future periods, two provisions of the Tax Act drove a 2017 charge of $2.6 billion, which impacted our earnings in the fourth quarter. In particular, the Tax Act imposes a one-time deemed repatriation tax on previously undistributed earnings of certain non-U.S. subsidiaries. In addition, the reduction of the federal statutory tax rate from 35 percent to 21 percent required us to remeasure our U.S. federal deferred tax assets and liabilities. The 2017 charge for these provisions reflects our best estimate based on information currently available and our current interpretation of the Tax Act.   Refer to Note 21 to the “Consolidated Financial Statements” for additional information.

36




42

Table of Contents


FINANCIAL HIGHLIGHTS
For 2017, we reported net income of $2.7 billion and diluted earnings per share of $2.97. This compared to $5.4 billion of net income and $5.65 diluted earnings per share for 2016, and $5.2 billion of net income and $5.05 diluted earnings per share for 2015.
2017 results included:
A $2.6 billion tax charge related to the Tax Act.
2016 results included:
 A $1.1 billion ($677 million after tax) gain on the sale of Card Member loans and receivables related to our cobrand partnership with Costco in the second quarter;
$410 million ($266 million after tax) of net restructuring charges; and
A $127 million ($79 million after tax) gain on the sale of Card Member loans and receivables related to our cobrand partnership with JetBlue in the first quarter.
2015 results included:
A $419 million ($335 million after tax) charge related to the Prepaid Services business, which was driven primarily by the impairment of goodwill and technology, and certain restructuring costs.
NON-GAAP MEASURES
We prepare our Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (GAAP). However, certain information included within this report constitutes non-GAAP financial measures. Our calculations of non-GAAP financial measures may differ from the calculations of similarly titled measures by other companies.
BUSINESS ENVIRONMENT
The COVID-19 pandemic has brought unprecedented challenges to businesses and economies around the world. Our 2020 financial results for 2017 reflect a strong finish to our two-year game plan as we successfully executed against our key priorities of accelerating revenue growth, optimizing our investments and resetting our cost base. Billings and revenue performance were strong across our business segments and accelerated during the fourth quarter.  We continued to invest in new products and benefits, new card acquisitions and expanding our merchant network, and we returned a significant amount of capital to shareholders through share repurchases and dividends. In addition, our results reflect a tax charge related to the Tax Act.

Our worldwide billed business increased 5 percent over the prior year,significantly down year-over-year, reflecting growth across our diverse customer segments and geographies.  U.S. proprietary consumer billings growth increased sequentially during the year and international proprietary consumer billings growth rates remained strong. We also saw strong performance from middle market and small business customers, while large and global commercial customers grew at a more modest pace.  Global Network Services billed business grew at a slower rate over the year than our proprietary business as a result of the impact of the evolving regulatorydeterioration in the global economy due to the pandemic and the related containment measures. There remains a high degree of uncertainty relating to the ongoing spread and severity of the virus and new variants, as well as the availability, distribution and use of effective treatments and vaccines. To the extent that the global economy continues to be negatively impacted by the pandemic, our results will be affected, with credit trends and spending volumes being the key drivers of our financial performance. Throughout 2020, we focused and made substantial progress on our four priorities to manage through this period of uncertainty: supporting our colleagues and winning as a team; protecting our customers and our brand; structuring the company for growth in the future; and remaining financially strong.
Since the first quarter of 2020, our colleague base has successfully operated in a mostly remote working environment and we have sought to ensure that our colleagues have the flexibility and resources they needed to stay safe, healthy and productive. To support our customers and merchants, we offered financial and other assistance, added product benefits to reflect today’s environment, and provided the high level of customer service they expect and rely on. We experienced lower voluntary attrition rates on our proprietary products compared to the prior year. In addition, our Card Members continued to recognize our commitment to service excellence, ranking us number one in Europethe J.D. Power U.S. Credit Card Satisfaction Study for the tenth time. We worked with our strategic partners on initiatives to support our communities and Australia.launched our largest ever Shop Small campaign to help support small merchants. In addition, we remained committed to strengthening inclusion and diversity, and committed to an action plan to promote racial, ethnic and gender equity for our colleagues, customers and communities.

Reflective of the impacts of the pandemic and the broader macroeconomic environment, our billed business for the year was down 19 percent compared to the prior year, with a low in mid-April followed by a gradual recovery over the remainder of the year. Proprietary billed business, which accounted for 86 percent of our total billings and drives most of our financial results, was also down by 19 percent. Since mid-April, we have seen steady improvement in our overall billed business, with different recovery trends in T&E and non-T&E spend. Non-T&E spend, which has historically accounted for a large portion of our billed business, recovered to pre-pandemic levels in the second half of the year resulting in a full year decline of 1 percent compared to the prior year. T&E spend continued to be significantly impacted throughout the course of the year, although we saw a modest improvement from the lows of mid-April primarily driven by proprietary consumer T&E spend, resulting in a year-over-year decline of 61 percent.
Revenues net of interest expense grew year-over-year primarily duedecreased 17 percent compared to growththe prior year, consistent with the trend in billings. Discount revenue, our largest revenue line, decreased 22 percent, which was a larger contraction than the decline in billed business net interest income and net card fees, partially offset by an expected declinefor the year due to a decrease in the average discount rate. Our net interest yield increased year-over-year primarily related toThe average discount rate decrease was driven by a shift in spend mix to non-T&E categories. Other fees and commissions and Other revenues declined year-over-year, primarily driven by a reduction in travel-related revenues. Card fee revenues, which are recognized over time towards non-cobrand lending products that generally attract more revolving loan balances, a lower percentage of total loans at introductory interest rates, specific pricing actionstwelve-month period and a benefit from increases in benchmark interest rates. Duringtherefore are slower to react to economic shifts, continued to grow as compared to the fourth quarter, we saw net interest yield begin to stabilize sequentially.

prior year. While Card Member loan and receivablesretention remained high throughout the year, net card fee growth was strong year-over-year,decelerated as we continueslowed new card acquisitions to expand our relationships with existing customers and acquired new Card Members. We continue to see opportunities to increase our sharemanage through the peak of our customers’ borrowings. uncertainty during the crisis. Net interest income declined by 7 percent year-over-year, primarily driven by lower average loans.
As expected, provisions for losses increased as a result of higherthe spend-centric nature of our business model, Card Member loans and receivables declined 16 percent and increases in lending delinquencies and net write-off rates. The increases in the delinquencies and net write-off rates were24 percent year-over-year, respectively, due to lower billed business volumes. Provisions for credit losses increased, primarily due to a higher reserve build reflecting the seasoningdeterioration of recentthe global macroeconomic outlook, including unemployment and gross domestic product (GDP), partially offset by improved credit performance and lower loan vintages and receivable volumes.
In order to provide support to our customers impacted by the pandemic, we created a shiftshort-term Customer Pandemic Relief program and enhanced our longer-term financial relief programs. The total balance of loans and receivables that were in mix over time towards non-cobrand lending products, which have higher write-off rates but also drive higher net interest yields. We expect these trends to continue, resultinga delinquent status or in continued increasesone of our financial relief programs peaked in lending write-off rates,the second quarter and then declined sequentially through the remainder of the year. In addition, our write-offs and delinquencies were down year-over-year reflecting our strong risk management practices, the record levels of government stimulus and provisions for losses.the broad availability of forbearance programs.





43

Spending on Card Member engagement (the aggregate of rewards, Card Member services and business development expenses are generally correlated to billings or are variable based on usage, and were lower this year due to the decline in billing volumes and lower usage of travel-related benefits. During the year, we remained focused on controlling operating expenses, while investing in marketing and promotion expenses) increased year-over-year and primarily reflected the recentinitiatives to support our customers, such as enhancements that we made to rewards on our U.S. Platinum products, continued strong growth in our Delta cobrand portfolio and higher levels of engagement invalue propositions for many of our premium services. Marketingcard products and promotion expense decreased dueour largest ever Shop Small campaign.
Throughout the year, our liquidity levels and capital position remained strong, with capital ratios that are well above our targets and regulatory requirements. These robust liquidity and capital levels provide us with significant flexibility to elevated spending on growth initiatives duringmaintain the prior yearstrength of our balance sheet through this uncertain period. Looking forward, we remain committed to capital distributions through dividend payments and as we realized efficiencies inresuming share repurchases up to our marketing spend. Operating expense increased year-over-year, drivenmaximum capacity authorized by the prior year gains onFederal Reserve in the sales of certain cobrand portfolios, which were recognized as a reduction in other expenses. Excluding these gains, operating expense decreased year-over-year reflecting the benefits from our cost reduction initiatives during the past two years.
In the fourthfirst quarter of 2017, we recognized a tax charge of $2.6 billion related to the Tax Act, which drove a decline in net income versus 2016. This charge represents our current estimate of taxes on deemed repatriations of certain overseas earnings and the remeasurement of U.S. net deferred tax assets. Our effective tax rate for 2017 was up substantially from 33 percent in 2016. Excluding the impacts of the Tax Act, our effective tax rate for the year would have decreased compared to 2016, primarily due to the realization of certain foreign tax credits in the current year and a continuing shift in the geographic mix of earnings.  We continue to analyze and interpret the Tax Act, and its impact on our earnings; however, for 2018, we currently estimate our tax rate will be approximately 22 percent, before discrete tax items. The upfront charge triggered by the Tax Act reduced our capital ratios and, as a result, while we will be continuing our quarterly dividends at the current level, we suspended our share buyback program for the first half of 2018 in order to rebuild our capital.

2021.
Our strong performanceprogress in 2017 reflects benefits frommanaging through the investments we have made in a variety of growth opportunitiespandemic over the last several years. Although we continue to see some headwinds from regulation in marketsyear confirms the resilience of our differentiated business model, which includes a loyal and diverse customer base, a valued brand, our global merchant network, and our integrated payments platform. All of this, supported by our resilient colleagues around the world, and intense competition,provides us with a solid foundation as we remain focusedmove into 2021, which we see as a transition year. We will still be managing through the effects of the pandemic, but with an increased focus on delivering differentiated valuemaximizing investments in areas that will enable us to our merchants, customers and business partners, while delivering appropriate returns to our shareholders. With Stephen J. Squeri as our new Chairman and Chief Executive Officer, effective February 1, 2018 as previously announced, we will be focused on strengthening our leadership position with premium consumers, extending our strong position in the commercial payments space, making American Express an essential part of our customers’ digital lives and strengthening our global, integrated network to provide unique value.

rebuild growth momentum.
See “Supervision and Regulation” in “Business” for information on legislative and regulatory changes that could have a material adverse effect on our results of operations and financial condition and “Legal, Regulatory“Risk Factors” and Compliance Risk” in “Risk Factors”“Cautionary Note Regarding Forward Looking Statements” for information on additional potential impacts of the COVID-19 pandemic and the potential impacts of an adverse decision in the Department of Justice caseeconomic, geopolitical and related merchant litigationscompetitive conditions and certain litigation and regulatory matters on our business.

38


44


CONSOLIDATED RESULTS OF OPERATIONS

Refer to the "Glossary of Selected Terminology" for the definitions of certain key terms and related information appearing within this section.
Effective December 1, 2015, we transferredThe discussions in the Card Member loans“Financial Highlights”, “Consolidated Results of Operations” and receivables related to our HFS portfolios to Card Member loans and receivables HFS“Business Segment Results of Operations” provide commentary on the Consolidated Balance Sheets. On March 18, 2016variances for the year ended December 31, 2020 compared to the year ended December 31, 2019, as presented in the accompanying tables. These discussions should be read in conjunction with the discussion under "Business Environment," which contains further information on the COVID-19 pandemic and June 17, 2016, we completed the salesrelated impacts on our consolidated results of operations. For a discussion of the JetBluefinancial condition and Costco cobrand card portfolios, respectively. For the periods from December 1, 2015, through the sale completion dates, the primary impacts beyond the HFS classification on the Consolidated Balance Sheets wereresults of operations for 2019 compared to provisions for losses2018, please refer to Part II, Item 7. "Management's Discussion and credit metrics, which did not reflect amounts related to these HFS loansAnalysis of Financial Condition and receivables, as credit costs were reported in Other expenses through a valuation allowance adjustment. Other, non-credit related metrics (i.e., billed business, cards-in-force, net interest yield) reflected amounts related to the HFS portfolios through the sale completion dates. Additionally, for periods after the sale completion dates, activities associated with these cobrand partnerships and the HFS portfolios were no longer includedResults of Operations" in our Consolidated ResultsAnnual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 13, 2020.
As a result of Operations. Specifically, these impacts included: Discount revenue from Costco in the United States for spendadoption of CECL on all American Express cards and from other merchants for spend on the Costco cobrand card; Other fees and commissions and Interest income from Costco cobrand Card Members; and Card Member rewards expense related to the Costco cobrand card, resulting inJanuary 1, 2020, there is a lack of comparability betweenin both the reserves and provisions for credit losses for the periods presented.
The relationship of Results for reporting periods beginning after January 1, 2020 are presented using the U.S. dollarCECL methodology, while comparative information continues to various foreign currencies overbe reported in accordance with the periods of comparison has had an impact on our results of operations. Where meaningfulincurred loss methodology in describing our performance, foreign currency-adjusted amounts, which excludeeffect for prior periods. Refer to Note 3 to the impact of changes in the foreign exchange (FX) rates, have been provided.


"Consolidated Financial Statements" for further information.
TABLE 1: SUMMARY OF FINANCIAL PERFORMANCE

Years Ended December 31,          Change  Change 
(Millions, except percentages and per share amounts) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Total revenues net of interest expense $33,471  $32,119  $32,818  $1,352   4% $(699)  (2)%
Provisions for losses  2,759   2,026   1,988   733   36   38   2 
Expenses  23,298   21,997   22,892   1,301   6   (895)  (4)
Pretax income  7,414   8,096   7,938   (682)  (8)  158   2 
Income tax provision  4,678   2,688   2,775   1,990   74   (87)  (3)
Net income  2,736   5,408   5,163   (2,672)  (49)  245   5 
Earnings per common share — diluted(a)
 $2.97  $5.65  $5.05  $(2.68)  (47)% $0.60   12%
Return on average equity(b)
  13.1%  26.0%  24.0%                
Effective tax rate (ETR)  63.1%  33.2%  35.0%                
Impact of Tax Act charge on ETR  34.7%                        
ETR, excluding the Tax Act charge(c)
  28.4%                        

Years Ended December 31,ChangeChange
(Millions, except percentages and per share amounts)2020201920182020 vs. 20192019 vs. 2018
Total revenues net of interest expense$36,087 $43,556 $40,338 $(7,469)(17)%$3,218 %
Provisions for credit losses4,730 3,573 3,352 1,157 32 221 
Expenses27,061 31,554 28,864 (4,493)(14)2,690 
Pretax income4,296 8,429 8,122 (4,133)(49)307 
Income tax provision1,161 1,670 1,201 (509)(30)469 39 
Net income3,135 6,759 6,921 (3,624)(54)(162)(2)
Earnings per common share — diluted(a)
$3.77 $7.99 $7.91 $(4.22)(53)%$0.08 %
Return on average equity(b)
14.2 %29.6 %33.5 %
Effective tax rate (ETR)27.0 %19.8 %14.8 %
Adjustments to ETR(c)
6.1 %
Adjusted ETR(c)
20.9 %
(a)Earnings per common share — diluted was reduced by the impact of (i) earnings allocated to participating share awards and other items of $21 million, $43 million and $38 million for the years ended December 31, 2017, 2016 and 2015, respectively, and (ii) dividends on preferred shares of $81 million, $80 million and $62 million for the years ended December 31, 2017, 2016 and 2015.
(a)Represents net income, less (i) earnings allocated to participating share awards of $20 million, $47 million and $54 million for the years ended December 31, 2020, 2019 and 2018, respectively, and (ii) dividends on preferred shares of $79 million, $81 million and $80 million for the years ended December 31, 2020, 2019 and 2018, respectively.
(b)Return on average equity (ROE) is computed by dividing (i) one-year period net income ($2.7 billion, $5.4 billion and $5.2 billion for 2017, 2016 and 2015, respectively) by (ii) one-year average total shareholders’ equity ($20.8 billion, $20.8 billion and $21.5 billion for 2017, 2016 and 2015, respectively).
(b)Return on average equity (ROE) is computed by dividing (i) one-year period of net income ($3.1 billion, $6.8 billion and $6.9 billion for 2020, 2019 and 2018, respectively) by (ii) one-year average of total shareholders’ equity ($22.0 billion, $22.8 billion and $20.7 billion for 2020, 2019 and 2018, respectively).

(c)The adjusted ETR for 2018 is a non-GAAP measure. The 2018 adjusted ETR excludes a benefit of $496 million relating to changes in the tax method of accounting for certain expenses, the resolution of certain prior years’ tax audits, and a final adjustment to our 2017 provisional tax charge related to the Tax Cuts and Jobs Act enacted on December 22, 2017 (Tax Act).

(c)The effective tax rate for 2017 excluding the $2.6 billion charge related to the Tax Act is a non-GAAP measure. Management believes the effective tax rate excluding the impacts of the Tax Act is useful in evaluating the company’s tax rate in comparison with the prior-year periods. Refer to Note 21 of the “Consolidated Financial Statements” for additional information.

TABLE 2: TOTAL REVENUES NET OF INTEREST EXPENSE SUMMARY
Years Ended December 31,ChangeChange
(Millions, except percentages)2020201920182020 vs. 20192019 vs. 2018
Discount revenue$20,401 $26,167 $24,721 $(5,766)(22)%$1,446 %
Net card fees4,664 4,042 3,441 622 15 601 17 
Other fees and commissions2,163 3,297 3,153 (1,134)(34)144 
Other874 1,430 1,360 (556)(39)70 
Total non-interest revenues28,102 34,936 32,675 (6,834)(20)2,261 
Total interest income10,083 12,084 10,606 (2,001)(17)1,478 14 
Total interest expense2,098 3,464 2,943 (1,366)(39)521 18 
Net interest income7,985 8,620 7,663 (635)(7)957 12 
Total revenues net of interest expense$36,087 $43,556 $40,338 $(7,469)(17)%$3,218 %




45

Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Discount revenue $19,186  $18,680  $19,297  $506   3% $(617)  (3)%
Net card fees  3,090   2,886   2,700   204   7   186   7 
Other fees and commissions  3,022   2,753   2,866   269   10   (113)  (4)
Other  1,732   2,029   2,033   (297)  (15)  (4)   
Total non-interest revenues  27,030   26,348   26,896   682   3   (548)  (2)
Total interest income  8,553   7,475   7,545   1,078   14   (70)  (1)
Total interest expense  2,112   1,704   1,623   408   24   81   5 
Net interest income  6,441   5,771   5,922   670   12   (151)  (3)
Total revenues net of interest expense $33,471  $32,119  $32,818  $1,352   4% $(699)  (2)%

TOTAL REVENUES NET OF INTEREST EXPENSE
Discount revenue increased in 2017 compared to 2016,decreased, primarily due to growtha decrease in worldwide billed business and decreased in 2016 compared to 2015 primarily due to lower Costco-related revenues. Both periods of comparison also reflected decreases in the average discount rate and increases in contra-discount revenues. The increase in contra-discount revenue in 2017 compared to 2016 was primarily due to higher corporate client incentives and cobrand partner payments, both driven by higher volumes; the increase in 2016 compared to 2015 was primarily due to an increase in cash rebate rewards.

Overall, billed business increased in 2017 compared to 2016.19 percent. U.S. billed business increased 1decreased 16 percent and non-U.S. billed business decreased 23 percent due to the impacts of the COVID-19 pandemic during 2020.
Additional billed business highlights for the full year 2020 as compared to full year 2019:
Worldwide non-T&E billed business decreased 1 percent and T&E billed business decreased 61 percent.
Proprietary consumer billed business decreased by 17 percent, primarily driven by declines in T&E, and offline non-T&E spend, which were partially offset by increased 12 percent. online and card-not-present spend at non-T&E merchants.
Proprietary commercial billed business decreased by 21 percent, primarily driven by year-over-year decreases in T&E spend by large and global corporate card customers, with less pronounced billed business declines from small and mid-sized enterprises, where T&E volumes made up a lower proportion of spend.

See Tables 5 and 6 for more details on billed business performance.
The averagedecrease in discount raterevenue was 2.43 percent, 2.45 percent and 2.46 percent for 2017, 2016 and 2015, respectively. Thealso driven by a decrease in the average discount rate primarily due to a shift in 2017 comparedspend mix to 2016 primarily reflected rate pressure from merchant negotiations, including those resulting from the recent regulatory changes affecting competitor pricing in certain international markets, the continued growth of the OptBlue program, and changes in industry and geographic mix. We expect thenon-T&E categories. The average discount rate will continue to decline over time due to a greater shift of existing merchants into OptBlue, merchant negotiationswas 2.28 percent for 2020 and competition, volume related pricing discounts, certain pricing initiatives mainly driven by pricing regulation (including regulation of competitors’ interchange rates) and other factors.2.37 percent for 2019.
Net card fees increased, in both periods. The increase in 2017 was primarily driven by growth inour premium card product portfolios. Card fees, which are recognized over a twelve-month period, are slower to react to economic shifts, such as those arising from the Platinum and Delta portfolios and growth in key international markets. The increase in 2016 was primarily driven by growth inimpacts of the Platinum, Gold and Delta portfolios.COVID-19 pandemic.
Other fees and commissions increaseddecreased, primarily due to the impacts of travel restrictions related to the COVID-19 pandemic, which resulted in 2017 comparedlower foreign exchange conversion revenue related to 2016,decreased cross-border Card Member spending and decreasedlower travel commissions and fees from our consumer travel business, as well as a decline in 2016 compared to 2015. The increase in 2017 was primarily driven by an increase in delinquencylate fees due to a change in the late fee assessment date for certain U.S. charge cards and an increase in foreign exchange conversion revenue. The decrease in 2016 was primarily due to lower Costco-related fees, partially offset by an increase in delinquency and loyalty coalition-related fees.delinquencies.
Other revenues decreased, in 2017 compared to 2016, and were relatively flat in 2016 compared to 2015. The decrease in 2017 was primarily driven by prior-year revenues related to the Loyalty Edge business, which was sold in the fourth quarter of 2016, and a contractual payment from a GNS partner also in the prior year. 2016 included the previously-mentioned contractual payment from a GNS partner and higher revenues from our Prepaid Services business compared to 2015, offset by lower revenues related to Costco, Loyalty Edge and the GBT JV transition services agreement.
Interest income increased in 2017 compared to 2016 and decreased in 2016 compared to 2015. The increase in 2017 primarily reflected higher average Card Member loans and higher yields. The growth in average Card Member loans was primarily driven by a mix shift over time towards non-cobrand lending products, wherenet loss in the current year, as compared to net income in the prior year, from the GBT JV and lower revenue earned on cross-border Card Members tendMember spending due to revolve morethe impacts of their loan balances. The increase in yields wasthe COVID-19 pandemic, including travel restrictions.
Interest income decreased, primarily driven by a greater percentage of loans at higher rate buckets, specific pricing actions, and increasesreduction in benchmark interest rates. The decrease in 2016 wasrates and lower average Card Member loan volumes.
Interest expense decreased, primarily driven by lower Costco cobrand loans and the associated interest income, partially offset by modestly higher yields and an increase in average Card Member loans across other lending products.
Interest expense increased in both periods. The increase in 2017 was primarily driven by higher interest rates paid on deposits and higher average long-term debt. The increasea reduction in 2016 was primarily driven by higher average customer deposit balances, partially offset by lower average long-termoutstanding debt.





46

TABLE 3: PROVISIONS FOR CREDIT LOSSES SUMMARY

Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Charge card $795  $696  $737  $99   14% $(41)  (6)%
Card Member loans  1,868   1,235   1,190   633   51   45   4 
Other  96   95   61   1   1   34   56 
Total provisions for losses(a)
 $2,759  $2,026  $1,988  $733   36% $38   2%

Years Ended December 31,ChangeChange
(Millions, except percentages)2020201920182020 vs. 20192019 vs. 2018
Card Member receivables
Net write-offs$881 $900 $859 $(19)(2)%$41 %
Reserve build134 63 78 71 113 (15)(19)
Total1,015 963 937 52 26 
Card Member loans
Net write-offs2,170 2,235 1,843 (65)(3)392 21 
Reserve build1,283 227 423 1,056 #(196)(46)
Total3,453 2,462 2,266 991 40 196 
Other
Net write-offs - Other loans(a)
111 98 79 13 13 19 24 
Net write-offs - Other receivables(b)
27 20 32 35 (12)(38)
Reserve build - Other loans(a)
66 28 44 38 #(16)(36)
Reserve build (release) - Other receivables(b)
58 (6)56 #(133)
Total262 148 149 114 77 (1)(1)
Total provisions for credit losses$4,730 $3,573 $3,352 $1,157 32 %$221 %
(a)Beginning December 1, 2015 through to the sale completion dates, did not reflect the HFS portfolios.
# Denotes a variance greater than 100 percent

(a)Relates to Other loans of $2.9 billion, $4.8 billion, and $3.8 billion less reserves of $238 million, $152 million, and $124 million, as of December 31, 2020, 2019 and 2018, respectively.

(b)Relates to Other receivables included in Other assets on the Consolidated Balance Sheets of $3 billion, $3.1 billion, and $2.9 billion, less reserves of $85 million, $27 million, $25 million as of December 31, 2020, 2019, and 2018, respectively.

PROVISIONS FOR CREDIT LOSSES


Charge card provision for losses increased in 2017 compared to 2016 and decreased in 2016 compared to 2015. The increase in 2017 was primarily driven by growth in receivables due to charge volume and higher net write-offs. The decrease in 2016 was driven by lower net write-offs and improved delinquencies.
Card Member loans and receivables provision for credit losses increased, in both periods. The increases were primarily driven by strong loan growth,a higher reserve build reflecting the deterioration of the global macroeconomic outlook, including unemployment and GDP, partially offset by improved credit performance and a decline in the outstanding balance of Card Member loans and receivables.
Other provision for credit losses increased, primarily driven by a higher reserve build and higher net write-offs.
Refer to Note 1 to the "Consolidated Financial Statements" for further information about CECL, including the January 1, 2020 implementation impact on reserves.
TABLE 4: EXPENSES SUMMARY
Years Ended December 31,ChangeChange
(Millions, except percentages)2020201920182020 vs. 20192019 vs. 2018
Marketing and business development$6,747 $7,125 $6,477 $(378)(5)%$648 10 %
Card Member rewards8,041 10,439 9,696 (2,398)(23)743 
Card Member services1,230 2,223 1,777 (993)(45)446 25 
Total marketing, business development, rewards and Card Member services16,018 19,787 17,950 (3,769)(19)1,837 10 
Salaries and employee benefits5,718 5,911 5,250 (193)(3)661 13 
Other, net5,325 5,856 5,664 (531)(9)192 
Total expenses$27,061 $31,554 $28,864 $(4,493)(14)%$2,690 %
EXPENSES
In January 2020, we re-launched our Delta cobrand products following the renewal extending our cobrand relationship with Delta Air Lines on March 31, 2019. The contract renewal included new pricing terms, some of which became effective upon contract signing and others that were tied to the product re-launch. These pricing changes, as well as increaseschanges in net write-off ratesthe expense classification of certain benefits associated with the re-launch, resulted in an increase to Marketing and delinquencies,business development and decreases to both Card Member rewards and Card Member services expenses, as compared to the prior year.




47

Marketing and business development expense decreased, primarily due to a temporary reduction in proactive marketing for Card Member acquisitions, as well as decreases in corporate client incentives and network partner payments due to lower billed business, all of which were a result of the seasoningimpacts of recent loan vintages and a shift in mix over time towards non-cobrand lending products, which tend to have higher write-off rates. The increase in 2016 wasthe COVID-19 pandemic, partially offset by incremental investments in limited time enhancements to our Card Member value proposition to maintain customer engagement and the impact of the HFS portfolios, as 2016 did not reflect the associated credit costs, as previously mentioned.

Other provision for losses was relatively flat in 2017 compared to 2016 and increased in 2016 compared to 2015. 2017 compared to 2016 reflected growth in the non-card lending portfolio, which was offset by improving credit performance in the commercial financing portfolio. The increase in 2016 was primarily driven by growth in the commercial financing portfolio, which resulted in higher net write-offs.


TABLE 4: EXPENSES SUMMARY



Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Marketing and promotion $3,217  $3,650  $3,109  $(433)  (12)% $541   17%
Card Member rewards  7,608   6,793   6,996   815   12   (203)  (3)
Card Member services and other  1,439   1,133   1,018   306   27   115   11 
Total marketing, promotion, rewards and Card Member services and other  12,264   11,576   11,123   688   6   453   4 
Salaries and employee benefits  5,258   5,259   4,976   (1)     283   6 
Other, net(a)
  5,776   5,162   6,793   614   12   (1,631)  (24)
Total expenses $23,298  $21,997  $22,892  $1,301   6% $(895)  (4)%

(a)Beginning December 1, 2015 through to the sale completion dates, included the valuation allowance adjustment associated with the HFS portfolios.


EXPENSES

Marketing and promotion expense decreased in 2017 compared to 2016 and increased in 2016 compared to 2015. The variances for both periods were primarily driven by higher levels of spending on growth initiatives in 2016 compared to the preceding and subsequent years.Delta changes described above.
Card Member rewards expense increased in 2017 compared to 2016 and decreased, in 2016 compared to 2015. The increase in 2017 was primarily driven by increasesdecreases in Membership Rewards expenseand cash back rewards expenses of $750$1,579 million and cobrand rewards expense of $65 million. The increase in Membership Rewards expense was primarily driven by enhancements to U.S. Consumer and Small Business Platinum rewards and higher spending volumes. The increase in cobrand rewards expense reflected growth in spending volumes across certain cobrand card products,$819 million, both of which more than offset the absence of Costco-related expense in 2017. The decrease in 2016 waswere primarily driven by lower cobrand rewards expense of $518 million, primarily reflecting lower Costco-related expense and a shift in volumes to cash rebate cards for which the rewards costs are classified as contra-discount revenue, partially offset by increased spending volumes across other cobrand card products. The lower cobrand rewards expense in 2016 was partially offset by higher Membership Rewards expense of $315 million, primarily driven by an increase in new points earnedbilled business as a result of higher spending volumes, enhancementsthe impacts of the COVID-19 pandemic. In addition, changes in redemption mix due to U.S. Consumer and Small Business Platinum rewards and less of a decline in higher cost travel redemptions since the onset of the COVID-19 pandemic contributed to a decrease in the Membership Rewards weighted average cost (WAC) per point.reward point and expense. Cobrand rewards expense also reflected the impact of the Delta changes described above.
The Membership Rewards Ultimate Redemption Rate (URR) for current program participants was 9596 percent (rounded down)(rounded up) at both December 31, 2017, 20162020 and 2015.2019.
Card Member services and other expense increased for both periods of comparison,decreased, primarily driven by higherdue to lower usage of travel-related benefits in both periods, and additionally in 2017 byas a result of the enhanced Platinum card benefits.impacts of the COVID-19 pandemic, as well as the Delta changes described above.
Salaries and employee benefits expense was flat for 2017 compared to 2016 and increased in 2016 compared to 2015. Salaries and employee benefitsdecreased, primarily driven by lower incentive compensation expenses, for 2017 reflected higher performance-related employee compensationpartially offset by lower restructuring chargesincreased payroll costs due to a higher full year average headcount as compared to the prior year. The increase in 2016 was
Other expenses decreased, primarily driven by higher restructuring charges compared to 2015.
Othera prior year litigation-related charge, lower employee-related operating costs and lower professional services expense, increased in 2017 compared to 2016 and decreased in 2016 compared to 2015. The increase in 2017 was primarily driven by the prior-year gains on the sales of the HFS portfolios, which were recognized as an expense reduction, partially offset by lower technology-related costs in 2017 and Loyalty Edge-related costs in thea prior year.  The decrease in 2016 was primarily driven by the previously-mentioned gains on the salesyear non-income tax-related benefit.




48

INCOME TAXES

The effective tax rate for 20172020 was 63.1 percent and reflects a substantial charge of $2.6 billion27.0 percent. The effective tax rate for 2019 was 19.8 percent. The increase in the effective tax rate in the current period primarily reflected discrete tax charges related to the income tax effects of the Tax Act, which are required to be recorded in the period of enactment.  The $2.6 billion charge represents our current estimate of taxes primarily on the deemed repatriationrealizability of certain overseas earnings and the remeasurement of U.S. federal netforeign deferred tax assets, to the lower federal tax rate. Our accounting forresulting from cumulative losses in certain non-U.S. legal entities that were exacerbated by the impacts of the Tax Act is provisional and amounts may be revised in future periods as described in the SEC Staff Accounting Bulletin No. 118, which was issued on December 22, 2017 to provide guidance on the accounting for the effects of the Tax Act.  Refer to Note 21 to the “Consolidated Financial Statements” for additional information.
Excluding the impacts of the Tax Act, the effective tax rate for 2017 would have been 28.4 percent compared to 33.2 percent in 2016 and 35.0 percent in 2015. See Table 1 for a reconciliation of the effective tax rate for 2017 on a GAAP basis. The tax rate for 2017 includes discrete tax benefits of $156 million related to the realization of certain foreign tax credits.COVID-19 pandemic. The tax rates for 2017, 2016, and 2015 include benefits of $76 million, $60 million and $33 million respectively, related to the resolution of certain prior years’ items.  The tax rate for 2015 also includes an expense of $75 million related to the impact of the nondeductible portion of a goodwill impairment charge.  In addition, the decrease in tax rates in each period reflectsboth periods reflect the level of pretax income in relation to recurring permanent tax benefits and the geographic mix of business.
TABLE 5: SELECTED CARD-RELATED STATISTICAL INFORMATION

           Change  Change 
Years Ended December 31, 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Card billed business: (billions)
               
United States $708.3  $700.4  $721.8   1%  (3)%
Outside the United States  376.9   337.1   317.9   12   6 
Worldwide $1,085.2  $1,037.5  $1,039.7   5    
Proprietary $900.6  $863.8  $875.3   4%  (1)%
Global Network Services  184.6   173.7   164.4   6   6 
Worldwide $1,085.2  $1,037.5  $1,039.7   5    
Total cards-in-force: (millions)
                    
United States  50.0   47.5   57.6   5   (18)
Outside the United States  62.8   62.4   60.2   1   4 
Worldwide  112.8   109.9   117.8   3   (7)
Proprietary  64.6   61.3   70.4   5   (13)
Global Network Services  48.2   48.6   47.4   (1)  3 
Worldwide  112.8   109.9   117.8   3   (7)
Basic cards-in-force: (millions)
                    
United States  39.4   37.4   44.8   5   (17)
Outside the United States  52.2   51.7   49.5   1   4 
Worldwide  91.6   89.1   94.3   3   (6)
Average basic Card Member spending: (dollars)(a)
                    
United States $20,317  $18,808  $18,066   8   4 
Outside the United States $14,277  $13,073  $12,971   9   1 
Worldwide Average $18,519  $17,216  $16,743   8   3 
Card Member loans: (billions)
                    
United States $64.5  $58.3  $51.5   11   13 
Outside the United States  8.9   7.0   7.1   27   (1)
Worldwide $73.4  $65.3  $58.6   12   11 
Average discount rate  2.43%  2.45%  2.46%        
Average fee per card (dollars)(a)
 $49  $44  $39   11%  13%
(a)Average basic Card Member spending and average fee per card are computed from proprietary card activities only. Average fee per card is computed based on net card fees divided by average worldwide proprietary cards-in-force.
ChangeChange
Years Ended December 31,2020201920182020 vs. 20192019 vs. 2018
Billed business: (billions)
U.S.$693.1 $827.7 $777.6 (16)%%
Outside the U.S.317.5 413.1 406.4 (23)
Total$1,010.6 $1,240.8 $1,184.0 (19)
Proprietary$870.7 $1,070.5 $1,002.6 (19)
GNS139.9 170.3 181.4 (18)(6)
Total$1,010.6 $1,240.8 $1,184.0 (19)
Cards-in-force: (millions)
U.S.53.8 54.7 53.7 (2)
Outside the U.S.58.2 59.7 60.3 (3)(1)
Total112.0 114.4 114.0 (2)— 
Proprietary68.9 70.3 69.1 (2)
GNS43.1 44.1 44.9 (2)(2)
Total112.0 114.4 114.0 (2)— 
Basic cards-in-force: (millions)
U.S.42.2 43.0 42.3 (2)
Outside the U.S.49.1 50.0 50.3 (2)(1)
Total91.3 93.0 92.6 (2)— 
Average proprietary basic Card Member spending: (dollars)
U.S.$18,085 $21,515 $20,840 (16)
Outside the U.S.$12,264 $16,351 $15,756 (25)
Worldwide Average$16,352 $19,972 $19,340 (18)
Average discount rate2.28 %2.37 %2.37 %
Average fee per card (dollars)(a)
$67 $58 $51 16 %14 %

(a)Average fee per card is computed based on proprietary net card fees divided by average proprietary total cards-in-force.



42
49

TABLE 6: BILLED BUSINESS GROWTHBUSINESS-RELATED STATISTICAL INFORMATION

   2017 2016 
   Percentage Increase (Decrease) Percentage Increase (Decrease) Assuming No Changes in FX Rates
(a)
Percentage Increase (Decrease) Percentage Increase (Decrease) Assuming No Changes in FX Rates
(a)
Worldwide(b)
         
Total billed business 5%4%%1%
Proprietary billed business 4 4 (1) (1) 
GNS billed business(c)
 6 5 6 10 
Airline-related volume 3 3 (4) (3) 
 (8% of worldwide billed business for both 2017 and 2016)         
United States(b)
         
Billed business 1   (3)   
Proprietary consumer card billed business(d)
 (2)   (7)   
Proprietary small business and corporate services billed business(e)
 6   2   
T&E-related volume         
 (25% of U.S. billed business for both 2017 and 2016)    (3)   
Non-T&E-related volume         
 (75% of U.S. billed business for both 2017 and 2016) 1   (3)   
Airline-related volume         
 (7% of U.S. billed business for both 2017 and 2016)    (7)   
Outside the United States(b)
         
Billed business 12 11 6 10 
 Japan, Asia Pacific & Australia (JAPA) billed business 13 12 14 14 
 Latin America & Canada (LACC) billed business 10 9 (6) 6 
 Europe, the Middle East & Africa (EMEA) billed business 12 10 2 8 
Proprietary consumer card billed business(c)
 13 13 4 8 
Proprietary small business and corporate services billed business(e)
 14%12%3%7%
(a)The foreign currency adjusted information assumes a constant exchange rate between the periods being compared for purposes of currency translation into U.S. dollars (i.e., assumes the foreign exchange rates used to determine results for the current year apply to the corresponding prior year period against which such results are being compared).
20202019
Percentage Increase
(Decrease)
Percentage Increase (Decrease) Assuming No Changes in FX Rates(a)
Percentage Increase
(Decrease)
Percentage Increase (Decrease)
Assuming No Changes in FX Rates(a)
Worldwide
Proprietary
Proprietary consumer(17)%(17)%%%
Proprietary commercial(21)(21)
Total Proprietary(19)(19)
GNS(18)(17)(6)(2)
Worldwide Total(19)(18)
T&E-related volume (14% and 30% of Worldwide Total for 2020 and 2019, respectively) (b)
(61)(60)
Non-T&E-related volume (86% and 70% of Worldwide Total for 2020 and 2019, respectively) (b)
(1)(1)
Airline-related volume (3% and 8% of Worldwide Total for 2020 and 2019, respectively) (b)
(76)(76)
U.S.
Proprietary
Proprietary consumer(15)
Proprietary commercial(18)
Total Proprietary(16)
U.S. Total(16)
T&E-related volume (13% and 25% of U.S. Total for 2020 and 2019, respectively) (b)
(57)
Non-T&E-related volume (87% and 75% of U.S. Total for 2020 and 2019, respectively) (b)
(1)
Airline-related volume (2% and 7% of U.S. Total for 2020 and 2019, respectively) (b)
(75)
Outside the U.S.
Proprietary
Proprietary consumer(21)(21)10 14 
Proprietary commercial(32)(31)11 
Total Proprietary(26)(25)13 
Outside the U.S. Total(23)(22)
Asia Pacific, Australia and New Zealand(16)(16)
Latin America & Canada(32)(26)10 
Europe, the Middle East & Africa(30)%(31)%%%
(b)Captions in the table above not designated as “proprietary” or “GNS” include both proprietary and GNS data.
(a)The foreign currency adjusted information assumes a constant exchange rate between the periods being compared for purposes of currency translation into U.S. dollars (i.e., assumes the foreign exchange rates used to determine results for the current year apply to the corresponding prior-year period against which such results are being compared).
(c)Included in the ICNS segment.
(d)Included in the USCS segment.
(e)Included in the GCS segment.
(b)Based on billed business from merchants we acquire or merchants acquired by third parties on our behalf (e.g., OptBlue merchants).



43
50

TABLE 7: SELECTED CREDIT-RELATED STATISTICAL INFORMATION

As of or for the Years Ended December 31,ChangeChange
(Millions, except percentages and where indicated)2020201920182020 vs. 20192019 vs. 2018
Worldwide Card Member loans:
Card Member loans: (billions)
U.S.$64.2 $76.0 $72.0 (16)%%
Outside the U.S.9.2 11.4 9.9 (19)15 
   Total$73.4 $87.4 $81.9 (16)
Credit loss reserves:
Beginning balance (a)
$4,027 $2,134 $1,706 89 25 
Provisions - principal, interest and fees3,453 2,462 2,266 40 
Net write-offs — principal less recoveries(1,795)(1,860)(1,539)(3)21 
Net write-offs — interest and fees less recoveries(375)(375)(304)— 23 
Other (b)
34 22 55 #
Ending balance$5,344 $2,383 $2,134 #12 
% of loans7.3 %2.7 %2.6 %
% of past due727 %177 %182 %
Average loans (billions)
$74.6 $82.8 $75.8 (10)
Net write-off rate — principal only (c)
2.4 %2.2 %2.0 %
Net write-off rate — principal, interest and fees (c)
2.9 %2.7 %2.4 %
30+ days past due as a % of total1.0 %1.5 %1.4 %
Worldwide Card Member receivables:
Card Member receivables: (billions)
U.S.$30.5 $39.0 $39.0 (22)— 
Outside the U.S.13.2 18.4 16.9 (28)
   Total$43.7 $57.4 $55.9 (24)
Credit loss reserves:
Beginning balance (a)
$126 $573 $521 (78)10 
Provisions - principal and fees1,015 963 937 
Net write-offs - principal and fees less recoveries(881)(900)(859)(2)
Other (b)
7 (17)(26)#(35)
Ending balance$267 $619 $573 (57)%%
% of receivables0.6 %1.1 %1.0 %
Net write-off rate — principal and fees (c)(d)
2.0 %1.6 %1.6 %
As of or for the Years Ended December 31,        Change  Change 
(Millions, except percentages and where indicated) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Worldwide Card Member loans  (a)
               
Total loans (billions)
 $73.4  $65.3  $58.6   12%  11%
Loss reserves:                    
Beginning balance  1,223   1,028   1,201   19   (14)
Provisions  (b)
  1,868   1,235   1,190   51   4 
Net write-offs — principal only (c)
  (1,181)  (930)  (967)  27   (4)
Net write-offs — interest and fees (c)
  (227)  (175)  (162)  30   8 
Transfer of reserves on HFS loan portfolios        (224)     # 
Other (d)
  23   65   (10)  (65)  # 
Ending balance $1,706  $1,223  $1,028   39   19 
Ending reserves — principal $1,622  $1,160  $975   40   19 
Ending reserves — interest and fees $84  $63  $53   33   19 
% of loans  2.3%  1.9%  1.8%        
% of past due  177%  161%  164%        
Average loans (billions)(a)
 $66.7  $59.9  $67.9   11%  (12)%
Net write-off rate — principal only (e)
  1.8%  1.6%  1.4%        
Net write-off rate — principal, interest and fees (e)
  2.1%  1.8%  1.7%        
30+ days past due as a % of total (e)
  1.3%  1.2%  1.1%        
                     
Worldwide Card Member receivables(a)
                    
Total receivables (billions)
 $54.0  $47.3  $44.1   14%  7%
Loss reserves:                    
Beginning balance  467   462   465   1   (1)
Provisions (b)
  795   696   737   14   (6)
Net write-offs (c)
  (736)  (674)  (713)  9   (5)
Other (f)
  (5)  (17)  (27)  (71)  (37)
Ending balance $521  $467  $462   12%  1%
% of receivables  1.0%  1.0%  1.0%        
Net write-off rate — principal only  (e)
  1.6%  1.5%  1.8%        
Net write-off rate — principal and fees  (e)
  1.7%  1.8%  2.0%        
30+ days past due as a % of total  (e)
  1.4%  1.4%  1.5%        
Net loss ratio as a % of charge volume — GCP  0.10%  0.09%  0.09%        
90+ days past billing as a % of total — GCP  0.9%  0.9%  0.9%        
# Denotes a variance greater than 100 percent
(a)Beginning December 1, 2015 through to the sale completion dates, did not reflect the HFS portfolios.
(b)Reflects provisions for principal, interest and/or fees on Card Member loans and receivables. Refer to Table 3 footnote (a).
(a)Includes an increase of $1,643 million and decrease of $493 million to the beginning reserve balances for Card Member loans and receivables, respectively, as of January 1, 2020, related to the adoption of the CECL methodology. Refer to Note 3 to the "Consolidated Financial Statements" for further information.
(c)Write-offs, less recoveries.
(b)Other includes foreign currency translation adjustments.
(d)2016 included reserves associated with Card Member loans reclassified from HFS to held for investment. Refer to Changes in Card Member loans reserve for losses under Note 4 to the “Consolidated Financial Statements” for additional information.
(c)We present a net write-off rate based on principal losses only (i.e., excluding interest and/or fees) to be consistent with industry convention. In addition, as our practice is to include uncollectible interest and/or fees as part of our total provision for credit losses, a net write-off rate including principal, interest and/or fees is also presented.
(e)We present a net write-off rate based on principal losses only (i.e., excluding interest and/or fees) to be consistent with industry convention. In addition, because we consider uncollectible interest and/or fees in our reserves for credit losses, a net write-off rate including principal, interest and/or fees is also presented. The net write-off rates and 30+ days past due as a percentage of total for Card Member receivables relate to USCS, ICNS and Global Small Business Services (GSBS) Card Member receivables. The twelve months ended December 31, 2015 reflect the impact of a change in the timing of charge-offs for Card Member loans and receivables in certain modification programs from 180 days past due to 120 days past due.
(d)Refer to Tables 10 and 13 for Net write-off rate - principal only and 30+ days past due metrics for GCSG and Global Small Business Services (GSBS) receivables, respectively. A net write-off rate based on principal losses only for Global Corporate Payments (GCP), which reflects global, large and middle market corporate accounts, is not available due to system constraints.
(f)2015 included the impact of the transfer of the HFS receivables portfolio, which was not significant.






51

TABLE 8: NET INTEREST YIELD ON AVERAGE CARD MEMBER LOANS

Years Ended December 31,         
(Millions, except percentages and where indicated) 2017  2016  2015 
Net interest income $6,441  $5,771  $5,922 
Exclude:            
Interest expense not attributable to our Card Member loan portfolio (a)
  1,170   984   952 
Interest income not attributable to our Card Member loan portfolio (b)
  (636)  (403)  (357)
Adjusted net interest income (c)
 $6,975  $6,352  $6,517 
Average Card Member loans including HFS loan portfolios (billions)(d)
 $66.7  $65.8  $69.0 
             
Net interest income divided by average Card Member loans  9.7%  8.8%  8.6%
Net interest yield on average Card Member loans (c)
  10.5%  9.6%  9.4%
(a)Primarily represents interest expense attributable to maintaining our corporate liquidity pool and funding Card Member receivables.
Effective for the first quarter of 2020, we made certain enhancements to our methodology related to the allocation of certain funding costs primarily related to our Card Member loan and Card Member receivable portfolios. These enhancements resulted in a change to the interest expense not attributable to our Card Member loan portfolio and therefore also on our Net Interest Yield on Average Card Member loans. Prior period amounts have been revised to conform to the current period presentation.
(b)Primarily represents interest income attributable to Other loans, interest-bearing deposits and our Travelers Cheque and other stored-value investment portfolio.
Years Ended December 31,
(Millions, except percentages and where indicated)202020192018
Net interest income$7,985 $8,620 $7,663 
Exclude:
Interest expense not attributable to our Card Member loan portfolio (a)
1,295 1,833 1,592 
Interest income not attributable to our Card Member loan portfolio (b)
(668)(1,227)(1,010)
Adjusted net interest income (c)
$8,612 $9,226 $8,245 
Average Card Member loans (billions)
$74.6 $82.8 $75.8 
Net interest income divided by average Card Member loans (c)
10.7 %10.4 %10.1 %
Net interest yield on average Card Member loans (c)
11.5 %11.1 %10.9 %
(c)Adjusted net interest income and net interest yield on average Card Member loans are non-GAAP measures. Refer to “Glossary of Selected Terminology” for the definitions of these terms. We believe adjusted net interest income is useful to investors because it represents the interest expense and interest income attributable to our Card Member loan portfolio and is a component of net interest yield on average Card Member loans, which provides a measure of profitability of our Card Member loan portfolio. Net interest yield on average Card Member loans reflects adjusted net interest income divided by average Card Member loans, computed on an annualized basis. Net interest income divided by average Card Member loans, computed on an annualized basis, a GAAP measure, includes elements of total interest income and total interest expense that are not attributable to the Card Member loan portfolio, and thus is not representative of net interest yield on average Card Member loans.
(a)Primarily represents interest expense attributable to maintaining our corporate liquidity pool and funding Card Member receivables.
(d)Beginning December 1, 2015 through to the sale completion dates, for the purposes of the calculation of net interest yield on average Card Member loans, average Card Member loans included the HFS loan portfolios.
(b)Primarily represents interest income attributable to Other loans, interest-bearing deposits and the fixed income investment portfolios.
(c)Adjusted net interest income and net interest yield on average Card Member loans are non-GAAP measures. Refer to “Glossary of Selected Terminology” for the definitions of these terms. We believe adjusted net interest income is useful to investors because it represents the interest expense and interest income attributable to our Card Member loan portfolio and is a component of net interest yield on average Card Member loans, which provides a measure of profitability of our Card Member loan portfolio. Net interest yield on average Card Member loans reflects adjusted net interest income divided by average Card Member loans, computed on an annualized basis. Net interest income divided by average Card Member loans, computed on an annualized basis, a GAAP measure, includes elements of total interest income and total interest expense that are not attributable to the Card Member loan portfolio, and thus is not representative of net interest yield on average Card Member loans.
45



52

Table of Contents

BUSINESS SEGMENT RESULTS OF OPERATIONS

We consider a combination of factors when evaluating the composition of our reportable operating segments, including the results reviewed by the chief operating decision maker, economic characteristics, products and services offered, classes of customers, product distribution channels, geographic considerations (primarily United States versus outside the United States) and regulatory considerations.
Effective for the first quarter of 2016, we realigned our segment presentation to reflect the organizational changes announced during the fourth quarter of 2015. Prior periods have been restated to conform to the new reportable operating segments. Refer to Note 2524 to the “Consolidated Financial Statements” and Part I, Item 1. “Business” for additional discussion of products and services that comprise each segment.
Effective for the first quarter of 2020, we made certain enhancements to our transfer pricing methodology related to the sharing of revenues among our card issuing, network and merchant businesses, and our methodology related to the allocation of certain funding costs primarily related to our Card Member loan and Card Member receivable portfolios. These enhancements resulted in certain changes to Non-interest revenues and Interest expense within Total revenues net of interest expense and Operating expenses within Total expenses across our reportable operating segments.
The enhancements related to the allocation of certain funding costs also resulted in a change to our Net interest income divided by Average Card Member loans metric and Net Interest Yield on Average Card Member loans, a non-GAAP measure, within our reportable operating segments.
For all of the above-referenced changes, prior period amounts have been revised to conform to the current period presentation.
Results of the businessreportable operating segments generally treat each segment as a stand-alone business. The management reporting process that derives these results allocates revenue and expense using various methodologies as described below.

TOTAL REVENUES NET OF INTEREST EXPENSE

We allocate discount revenue and certain other revenues among segments using a transfer pricing methodology. Within the USCS, ICNSGCSG and GCS segments, discount revenue generally reflects the issuer component of the overall discount revenue generated by each segment’s Card Members; within the GMSGMNS segment, discount revenue generally reflects the network and acquirer component of the overall discount revenue.
Net card fees and otherOther fees and commissions are directly attributable to the segment in which they are reported.
Interest and fees on loans and certain investment income is directly attributable to the segment in which it is reported. Interest expense represents an allocated funding cost based on a combination of segment funding requirements and internal funding rates.

PROVISIONS FOR CREDIT LOSSES

The provisions for credit losses are directly attributable to the segment in which they are reported.

EXPENSES

Marketing and promotionbusiness development expense is included in each segment based on the actual expenses incurred. Global brand advertising is primarily reflected in Corporate & Other and may be allocated to the segments based on the actual expense incurred.relative levels of revenue. Rewards and Card Member services expense isexpenses are included in each segment based on the actual expenses incurred within the segment.incurred.
Salaries and employee benefits and other operating expense reflects expenses such as professional services, occupancy and equipment and communicationsreflect both costs incurred directly within each segment. In addition,segment, as well as allocated expenses. The allocated expenses related to support services, such as technologyinclude service costs are allocated to each segment primarily based on support service activities directly attributable to the segment. Othersegment, and overhead expenses such as staff group support functions, are allocated from Corporate & Other to the other segments based on a mixthe relative levels of each segment’s direct consumption of servicesrevenue and relative level of pretax income.Card Member loans and receivables.

INCOME TAXES

An income tax provision (benefit) is allocated to each businessreportable operating segment based on the effective tax rates applicable to the various businesses that comprise the segment. The previously-mentioned $2.6 billion charge related to the Tax Act has been allocated in full to Corporate & Other.
46



53

Table of Contents

U.S.GLOBAL CONSUMER SERVICES


GROUP
TABLE 9: USCSGCSG SELECTED INCOME STATEMENT DATA

Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Revenues                     
Non-interest revenues $7,923  $7,874  $8,479  $49   1% $(605)  (7)%
Interest income  5,755   5,082   5,198   673   13   (116)  (2)
Interest expense  742   536   488   206   38   48   10 
Net interest income  5,013   4,546   4,710   467   10   (164)  (3)
Total revenues net of interest expense  12,936   12,420   13,189   516   4   (769)  (6)
Provisions for losses  1,630   1,065   1,064   565   53   1    
Total revenues net of interest expense after provisions for losses  11,306   11,355   12,125   (49)     (770)  (6)
Expenses                            
Marketing, promotion, rewards, Card Member services and other  5,695   5,416   5,382   279   5   34   1 
Salaries and employee benefits and other operating expenses  2,808   2,058   3,066   750   36   (1,008)  (33)
Total expenses  8,503   7,474   8,448   1,029   14   (974)  (12)
Pretax segment income  2,803   3,881   3,677   (1,078)  (28)  204   6 
Income tax provision  912   1,368   1,322   (456)  (33)  46   3 
Segment income $1,891  $2,513  $2,355  $(622)  (25)% $158   7%
Effective tax rate  32.5%  35.2%  36.0%                

Years Ended December 31,ChangeChange
(Millions, except percentages)2020201920182020 vs. 20192019 vs. 2018
Revenues
Non-interest revenues$14,178 $16,702 $15,357 $(2,524)(15)%$1,345 %
Interest income8,199 9,413 8,323 (1,214)(13)1,090 13 
Interest expense1,051 1,730 1,448 (679)(39)282 19 
Net interest income7,148 7,683 6,875 (535)(7)808 12 
Total revenues net of interest expense21,326 24,385 22,232 (3,059)(13)2,153 10 
Provisions for credit losses3,148 2,635 2,431 513 19 204 
Total revenues net of interest expense after provisions for credit losses18,178 21,750 19,801 (3,572)(16)1,949 10 
Expenses
Marketing, business development, rewards and Card Member services9,668 12,043 10,796 (2,375)(20)1,247 12 
Salaries and employee benefits and other operating expenses4,903 4,967 4,585 (64)(1)382 
Total expenses14,571 17,010 15,381 (2,439)(14)1,629 11 
Pretax segment income3,607 4,740 4,420 (1,133)(24)320 
Income tax provision906 933 805 (27)(3)128 16 
Segment income$2,701 $3,807 $3,615 $(1,106)(29)%$192 %
Effective tax rate25.1 %19.7 %18.2 %

USCSGCSG primarily issues a wide range of proprietary consumer cards andglobally. GCSG also provides services to consumers, in the United States, including travel services.and lifestyle services and non-card financing products, and manages certain international joint ventures and our partnership agreements in China.
TOTAL REVENUES NET OF INTEREST EXPENSE

Non-interest revenues was relatively flat in 2017 compared to 2016, primarily driven by a decrease in discount revenue, offset by increases in net card fees and other fees and commissions. Discount revenue decreased, $133 million, reflecting a decrease in billed business of 2 percent due to Costco-related volumes included in the prior year. Net card fees and other fees and commissions increased driven by growth in the Platinum and Delta portfolios and higher delinquency fees, respectively.
Net interest income increased in 2017 compared to 2016, primarily driven by growth in average Card Member loans and higher yields, partially offset by higher interest expense, primarily driven by marginally higher cost of funds. The growth in average Card Member loans was primarily driven by a mix shift over time towards non-cobrand lending products, where Card Members tend to revolve more of their loan balances. The increase in yields was primarily driven by a greater percentage of loans at higher rate buckets, specific pricing actions, and increases in benchmark interest rates.
Total revenues net of interest expense decreased in 2016 compared to 2015, primarily driven by lower discount revenue and other fees and commissions, partially offset by higher net card fees. Discount revenue decreased 20 percent, reflecting a decrease in proprietary consumer billed business of 717 percent. See Tables 5, 6 and 10 for more details on billed business performance.
Other fees and commissions decreased 40 percent, primarily driven by lower Costco-related volumes and increases in contra-discount revenues, such as cash rebate rewards. The decrease also reflected lower net interest income, primarily driven by lower Costco cobrand loans and higher interest expense, partially offset by modestly higher average rates and an increase in average Card Member loans across other lending products.

PROVISIONS FOR LOSSES

Provisions for losses increased in 2017 compared to 2016, primarily driven by Card Member loans provision, which increased $514 million due to strong loan growth, as well as increases in delinquencies and higher net write-off rates primarily due to the seasoningimpacts of recenttravel restrictions related to the COVID-19 pandemic, which resulted in lower travel commissions and fees from our consumer travel business and lower foreign exchange conversion revenue related to decreased cross-border spending, as well as a decline in late fees due to lower delinquencies.
Net card fees increased 16 percent, driven by a year-over-year increase in the average fee per card of our premium card products.
Net interest income decreased, primarily due to lower average Card Member loan vintagesvolumes and a shiftreduction in mix over time towards non-cobrand lending products, which tend to have higher write-off rates.benchmark interest rates, partially offset by a lower cost of funds.


PROVISIONS FOR CREDIT LOSSES
Provisions for credit losses was relatively flatincreased, primarily driven by a higher reserve build in 2016 compared to 2015. Card Member loans, provision increased $16 million primarily driven by higher loan balances, increased net write-offs and a slight increase in delinquencies, partially offset by lower net write-offs in both the impactCard Member loans and receivables portfolios. The higher reserve build primarily reflected the deterioration of the HFS portfolios as 2016 did not reflectglobal macroeconomic outlook, including unemployment and GDP, partially offset by improved credit performance and a decline in the associated credit costs.outstanding balance of loans and receivables.

Refer to Table 10 for the charge card and lending write-off rates for 2017, 2016 and 2015.

47



54

Table of Contents

EXPENSES

Marketing, promotion,business development, rewards and Card Member services and other expenses increaseddecreased due to reductions in 2017 compared to 2016, reflecting higher Card Member rewards and Card Member services and other expenses, partially offset by lower marketingincreased Marketing and promotion expenses.business development costs. The decrease in Card Member rewards expense increased $218 million,was primarily driven by enhancementsa decrease in billed business and a change in redemption mix due to Platinum rewards and increased spending volumes, partially offset by Costco-related expensesa decline in higher cost travel redemptions since the prior year.onset of the COVID-19 pandemic. The decrease in Card Member services and other expense increased $173 million driven by higher usage of travel-related benefits and enhanced Platinum card benefits. Marketing and promotion expenses decreased $112 million due to lower spending on growth initiatives.
Salaries and employee benefits and other operating expense increased in 2017 compared to 2016, primarily reflecting the gains on the sales of the HFS portfolios in the prior year, which were recognized as an expense reduction in other expenses, partially offset by lower technology and other servicing-related costs in the current year and restructuring charges in the prior year.
Total expenses decreased in 2016 compared to 2015,was primarily driven by lower salariesusage of travel-related benefits. Those decreases were partially offset by increased Marketing and employee benefits and other operating expenses, largely reflecting the gains on the salesbusiness development expense, primarily due to incremental investments in limited time enhancements to our Card Member value proposition to maintain customer engagement, partially offset by a temporary reduction in proactive marketing for Card Member acquisitions.



55

Table of the HFS portfolios as previously mentioned.Contents


Income tax provision decreased in 2017 compared to 2016, primarily reflecting the impact of recurring permanent tax benefits on the lower level of pretax income.


TABLE 10: USCSGCSG SELECTED STATISTICAL INFORMATION

As of or for the Years Ended December 31,          Change  Change 
(Millions, except percentages and where indicated) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Card billed business (billions)
 $337.0  $345.3  $370.1   (2)%  (7)%
Charge card billed business as a % of total  36.4%  34.7%  32.4%        
Total cards-in-force  34.9   32.7   40.7   7   (20)
Basic cards-in-force  25.0   23.3   28.6   7   (19)
Average basic Card Member spending (dollars)
 $13,950  $13,447  $13,441   4    
Total segment assets (billions)
 $94.2  $87.4  $92.7   8   (6)
Card Member loans:(a)
                    
Total loans (billions)
 $53.7  $48.8  $43.5   10   12 
Average loans (billions)
 $48.9  $44.4  $51.1   10%  (13)%
Net write-off rate — principal only  (b)
  1.8%  1.5%  1.4%        
Net write-off rate — principal, interest and fees  (b)
  2.1%  1.8%  1.6%        
30+ days past due loans as a % of total  1.3%  1.1%  1.0%        
Calculation of Net Interest Yield on Average Card Member loans:                    
Net interest income $5,013  $4,546  $4,710         
Exclude:                    
Interest expense not attributable to our Card Member loan portfolio (c)
  120   80   72         
Interest income not attributable to our Card Member loan portfolio (d)
  (101)  (24)  (15)        
Adjusted net interest income   (e)
 $5,032  $4,602  $4,767         
Average Card Member loans including HFS loan portfolios (billions)(f)
 $48.9  $49.4  $52.1         
Net interest income divided by average Card Member loans  10.3%  9.2%  9.0%        
Net interest yield on average Card Member loans  (e)
  10.3%  9.3%  9.2%        
Card Member receivables:(a)
                    
Total receivables (billions)
 $13.1  $12.3  $11.8   7%  4%
Net write-off rate — principal only  (b)
  1.3%  1.4%  1.6%        
Net write-off rate — principal and fees  (b)
  1.4%  1.6%  1.8%        
30+ days past due as a % of total  1.1%  1.2%  1.4%        

As of or for the Years Ended December 31,ChangeChange
(Millions, except percentages and where indicated)2020201920182020 vs. 20192019 vs. 2018
Proprietary billed business: (billions)
U.S.$337.6 $398.8 $371.1 (15)%%
Outside the U.S.121.1 154.0 140.3 (21)10 
Total$458.7 $552.8 $511.4 (17)
Proprietary cards-in-force:
U.S.37.7 37.9 37.7 (1)
Outside the U.S.16.7 17.5 16.8 (5)
Total54.4 55.4 54.5 (2)
Proprietary basic cards-in-force:
U.S.26.6 26.9 27.0 (1)— 
Outside the U.S.11.6 12.1 11.6 (4)
Total38.2 39.0 38.6 (2)
Average proprietary basic Card Member spending: (dollars)
U.S.$12,641 $14,801 $14,161 (15)
Outside the U.S.$10,175 $12,884 $12,348 (21)
Average$11,881 $14,212 $13,613 (16)
Total segment assets (billions)
$86.7 $106.3 $102.4 (18)
Card Member loans:
Total loans (billions)
U.S.$51.4 $62.4 $59.9 (18)
Outside the U.S.8.7 10.9 9.6 (20)14 
Total$60.1 $73.3 $69.5 (18)
Average loans (billions)
U.S.$53.0 $59.4 $55.1 (11)
Outside the U.S.8.6 10.0 8.9 (14)12 
Total$61.6 $69.4 $64.0 (11)%%
U.S.
Net write-off rate — principal only  (a)
2.4 %2.3 %2.1 %
Net write-off rate — principal, interest and fees  (a)
2.9 %2.8 %2.5 %
30+ days past due as a % of total1.0 %1.6 %1.4 %
Outside the U.S.
Net write-off rate — principal only  (a)
3.0 %2.4 %2.1 %
Net write-off rate — principal, interest and fees  (a)
3.7 %2.9 %2.6 %
30+ days past due as a % of total1.7 %1.8 %1.6 %
Total
Net write-off rate — principal only  (a)
2.5 %2.3 %2.1 %
Net write-off rate — principal, interest and fees  (a)
3.0 %2.8 %2.5 %
30+ days past due as a % of total1.1 %1.6 %1.5 %
(a)Refer to Table 7 footnote (a).


(b)Refer to Table 7 footnote (e).
(c)Refer to Table 8 footnote (a).
(d)Refer to Table 8 footnote (b).
(e)Refer to Table 8 footnote (c).
(f)Refer to Table 8 footnote (d).

48



56

Table of Contents

ChangeChange
(Millions, except percentages and where indicated)2020201920182020 vs. 20192019 vs. 2018
Card Member receivables: (billions)
U.S.$11.9 $14.2 $13.7 (16)%%
Outside the U.S.6.8 8.6 7.8 (21)10 
Total receivables$18.7 $22.8 $21.5 (18)%%
U.S.
Net write-off rate — principal only (a)
1.3 %1.4 %1.3 %
Net write-off rate — principal and fees  (a)
1.4 %1.6 %1.5 %
30+ days past due as a % of total0.4 %1.2 %1.1 %
Outside the U.S.
Net write-off rate — principal only (a)
2.5 %2.2 %2.1 %
Net write-off rate — principal and fees  (a)
2.7 %2.4 %2.3 %
30+ days past due as a % of total1.0 %1.3 %1.3 %
Total
Net write-off rate — principal only (a)
1.7 %1.7 %1.6 %
Net write-off rate — principal and fees  (a)
1.9 %1.9 %1.8 %
30+ days past due as a % of total0.6 %1.2 %1.2 %
INTERNATIONAL CONSUMER AND NETWORK SERVICES


TABLE 11: ICNS SELECTED INCOME STATEMENT DATA

Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Revenues                     
Non-interest revenues $5,052  $4,785  $4,627  $267   6% $158   3%
Interest income  1,029   922   945   107   12   (23)  (2)
Interest expense  251   219   235   32   15   (16)  (7)
Net interest income  778   703   710   75   11   (7)  (1)
Total revenues net of interest expense  5,830   5,488   5,337   342   6   151   3 
Provisions for losses  367   325   300   42   13   25   8 
Total revenues net of interest expense after provisions for losses  5,463   5,163   5,037   300   6   126   3 
Expenses                            
Marketing, promotion, rewards, Card Member services and other  2,341   2,177   1,980   164   8   197   10 
Salaries and employee benefits and other operating expenses  2,029   2,168   2,153   (139)  (6)  15   1 
Total expenses  4,370   4,345   4,133   25   1   212   5 
Pretax segment income  1,093   818   904   275   34   (86)  (10)
Income tax provision  181   163   220   18   11   (57)  (26)
Segment income $912  $655  $684  $257   39% $(29)  (4)%
Effective tax rate  16.6%  19.9%  24.3%                

ICNS issues a wide range of proprietary consumer cards outside the United States and enters into partnership agreements with third-party card issuers and acquirers, licensing the American Express brand and extending the reach of the global network. It also provides travel services outside the United States.

TOTAL REVENUES NET OF INTEREST EXPENSE

Non-interest revenues increased in 2017 compared to 2016, primarily driven by higher discount revenue due to an increase in both proprietary and non-proprietary (i.e., GNS) billed business, as well as higher net card fees, partially offset by a prior-year contractual payment from a GNS partner. Total billed business increased in 2017 compared to 2016, reflecting higher average proprietary spend per card. Refer to Tables 6 and 12 for additional information on billed business.
Net interest income increased in 2017 compared to 2016, primarily driven by an increase in interest income, reflecting higher average loan balances and higher yields, partially offset by an increase in interest expense driven by higher average debt.
Total revenues net of interest expense increased in 2016 compared to 2015, primarily driven by higher discount revenue due to an increase in both proprietary and non-proprietary billed business, a contractual payment from a GNS partner, as previously mentioned, and higher net card fees.

PROVISIONS FOR LOSSES

Provisions for losses increased in 2017 compared to 2016, due to strong growth in both Card Member receivables and loans, as well as a slight increase in net write-off rates.
Provisions for losses increased in 2016 compared to 2015, driven primarily by higher net write-off rates.(a) Refer to Table 12 for Card Member loans and receivables write-off rates for 2017, 2016 and 2015.7 footnote (c).

EXPENSES

Marketing, promotion, rewards, Card Member services and other expenses increased in 2017 compared to 2016, primarily driven by higher Card Member rewards expense due to higher spending volumes, partially offset by lower marketing and promotion expenses in part due to lower spending on growth initiatives.
Salaries and employee benefits and other operating expense decreased in 2017 compared to 2016, primarily driven by lower salaries and employee benefits costs, and restructuring charges in the prior year.
Total expenses increased in 2016 compared to 2015, primarily driven by higher levels of spending on growth initiatives.
Income tax provision increased in 2017 compared to 2016 and decreased in 2016 compared to 2015. The effective tax rate in all periods reflects the impact of recurring permanent tax benefits both in relation to the segment's ongoing funding activities outside the United States, which is allocated to ICNS under our internal tax allocation process, and on varying levels of pretax income. In addition, the effective tax rates for all periods reflect the allocated share of tax benefits related to the resolution of certain prior-years’ items.

49



57

Table of Contents

TABLE 12: ICNS SELECTED STATISTICAL INFORMATION11: GCSG NET INTEREST YIELD ON AVERAGE CARD MEMBER LOANS

As of or for the Years Ended December 31,          Change  Change 
(Millions, except percentages and where indicated) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Card billed business (billions)
               
Proprietary $119.7  $105.9  $102.1   13%  4%
GNS  184.6   173.7   164.4   6   6 
Total $304.3  $279.6  $266.5   9   5 
Total cards-in-force                    
Proprietary  15.7   15.0   14.6   5   3 
GNS  48.2   48.6   47.4   (1)  3 
Total  63.9   63.6   62.0      3 
Proprietary basic cards-in-force  10.8   10.3   9.9   5   4 
Average proprietary basic Card Member spending (dollars)
 $11,225  $10,386  $10,308   8   1 
Total segment assets (billions)
 $38.9  $35.7  $35.1   9   2 
Card Member loans:(a)
                    
Total loans (billions)
 $8.7  $7.0  $7.1   24   (1)
Average loans (billions)
 $7.4  $6.8  $7.0   9%  (3)%
Net write-off rate ― principal only (b)
  2.1%  2.0%  1.9%        
Net write-off rate ― principal, interest and fees (b)
  2.5%  2.5%  2.4%        
30+ days past due loans as a % of total  1.4%  1.6%  1.6%        
Calculation of Net Interest Yield on Average Card Member Loans:                    
Net interest income $778  $703  $710         
Exclude:                    
Interest expense not attributable to our Card Member loan portfolio(c)
  61   44   56         
Interest income not attributable to our Card Member loan portfolio(d)
  (13)  (7)  (18)        
Adjusted net interest income  (e)
 $826  $740  $748         
Average Card Member loans (billions)
 $7.4  $6.8  $7.0         
Net interest income divided by average Card Member loans  10.5%  10.3%  10.1%        
Net interest yield on average Card Member loans  (e)
  11.1%  10.9%  10.6%        
Card Member receivables:(a)
                    
Total receivables (billions)
 $7.8  $6.0  $5.6   30%  7%
Net write-off rate ― principal only (b)
  2.0%  2.0%  2.1%        
Net write-off rate ― principal and fees (b)
  2.1%  2.2%  2.3%        
30+ days past due as a % of total  1.3%  1.3%  1.5%        
(a)Refer to Table 7 footnote (a).
As of or for the Years Ended December 31,
(Millions, except percentages and where indicated)202020192018
U.S.
Net interest income$6,222 $6,660 $5,985 
Exclude:
Interest expense not attributable to our Card Member loan portfolio(a)
288 276 233 
Interest income not attributable to our Card Member loan portfolio(b)
(189)(220)(179)
Adjusted net interest income(c)
$6,321 $6,716 $6,039 
Average Card Member loans (billions)
$53.0 $59.4 $55.1 
Net interest income divided by average Card Member loans(c)
11.7 %11.2 %10.9 %
Net interest yield on average Card Member loans(c)
11.9 %11.3 %11.0 %
Outside the U.S.
Net interest income$926 $1,024 $890 
Exclude:
Interest expense not attributable to our Card Member loan portfolio(a)
101 85 69 
Interest income not attributable to our Card Member loan portfolio(b)
(11)(15)(8)
Adjusted net interest income(c)
$1,016 $1,094 $951 
Average Card Member loans (billions)
$8.6 $10.0 $8.9 
Net interest income divided by average Card Member loans(c)
10.8 %10.2 %10.0 %
Net interest yield on average Card Member loans(c)
11.9 %10.9 %10.7 %
Total
Net interest income$7,148 $7,683 $6,875 
Exclude:
Interest expense not attributable to our Card Member loan portfolio(a)
389 361 302 
Interest income not attributable to our Card Member loan portfolio(b)
(200)(234)(187)
Adjusted net interest income(c)
$7,337 $7,810 $6,990 
Average Card Member loans (billions)
$61.6 $69.4 $64.0 
Net interest income divided by average Card Member loans(c)
11.6 %11.1 %10.7 %
Net interest yield on average Card Member loans(c)
11.9 %11.3 %10.9 %
(b)Refer to Table 7 footnote (e).
(a)Refer to Table 8 footnote (a).
(c)Refer to Table 8 footnote (a).
(b)Refer to Table 8 footnote (b).
(d)Refer to Table 8 footnote (b).
(e)Refer to Table 8 footnote (c).
(c)Refer to Table 8 footnote (c).

50


58


Table of Contents

GLOBAL COMMERCIAL SERVICES


TABLE 13:12: GCS SELECTED INCOME STATEMENT DATA

Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Revenues                     
Non-interest revenues $9,463  $9,007  $8,930  $456   5% $77   1%
Interest income  1,361   1,209   1,175   152   13   34   3 
Interest expense  540   401   365   139   35   36   10 
Net interest income  821   808   810   13   2   (2)   
Total revenues net of interest expense  10,284   9,815   9,740   469   5   75   1 
Provisions for losses  744   604   588   140   23   16   3 
Total revenues net of interest expense after provisions for losses  9,540   9,211   9,152   329   4   59   1 
Expenses                            
Marketing, promotion, rewards, Card Member services and other  3,724   3,398   3,142   326   10   256   8 
Salaries and employee benefits and other operating expenses  2,817   2,868   2,846   (51)  (2)  22   1 
Total expenses  6,541   6,266   5,988   275   4   278   5 
Pretax segment income  2,999   2,945   3,164   54   2   (219)  (7)
Income tax provision  972   1,036   1,142   (64)  (6)  (106)  (9)
Segment income $2,027  $1,909  $2,022  $118   6% $(113)  (6)%
Effective tax rate  32.4%  35.2%  36.1%                


Years Ended December 31,ChangeChange
(Millions, except percentages)2020201920182020 vs. 20192019 vs. 2018
Revenues
Non-interest revenues$9,652 $12,242 $11,481 $(2,590)(21)%$761 %
Interest income1,586 1,900 1,621 (314)(17)279 17 
Interest expense619 1,034 898 (415)(40)136 15 
Net interest income967 866 723 101 12 143 20 
Total revenues net of interest expense10,619 13,108 12,204 (2,489)(19)904 
Provisions for credit losses1,493 918 900 575 63 18 
Total revenues net of interest expense after provisions for credit losses9,126 12,190 11,304 (3,064)(25)886 
Expenses
Marketing, business development, rewards and Card Member services4,991 6,237 5,844 (1,246)(20)393 
Salaries and employee benefits and other operating expenses3,199 3,261 2,996 (62)(2)265 
Total expenses8,190 9,498 8,840 (1,308)(14)658 
Pretax segment income936 2,692 2,464 (1,756)(65)228 
Income tax provision200 501 452 (301)(60)49 11 
Segment income$736 $2,191 $2,012 $(1,455)(66)%$179 %
Effective tax rate21.4 %18.6 %18.3 %
GCS primarily issues a wide range of proprietary corporate and small business cards and provides payment and expense management services globally.cards. In addition, GCS provides payment, expense management and commercial financing products.

TOTAL REVENUES NET OF INTEREST EXPENSE

Non-interest revenues increased in 2017 compared to 2016,decreased, primarily driven by higherlower discount revenue due to increases in billed business, partially offset by increased contra-discount revenue driven by higher client incentives due to higher volumes. The increase in non-interest revenues was also driven by higher net card fees and higher other fees and commissions,commissions. Discount revenue decreased, primarily due to growtha decrease in commercial billed business of 21 percent. See Tables 5, 6 and 13 for more details on billed business performance. Other fees and commissions decreased, primarily due to a decline in late fees due to lower delinquencies, as well as lower foreign exchange conversion revenue related to decreased cross-border spending, primarily driven by the U.S. small business Platinum portfolio and higher delinquency fees, respectively.impacts of travel restrictions related to the COVID-19 pandemic.
Net interest income increased, in 2017 compared to 2016, primarily driven by an increase in average Card Member loans and higher yields,a lower cost of funds, partially offset by a reduction in benchmark interest rates.
PROVISIONS FOR CREDIT LOSSES
Provisions for credit losses increased, primarily driven by a higher interest expense, reflecting an increasereserve build and higher net write-offs. The higher reserve build primarily reflected the deterioration of the global macroeconomic outlook, including unemployment and GDP, partially offset by improved credit performance and a decline in the costoutstanding balance of funds.loans and receivables.
Total revenues net of interestEXPENSES
Marketing, business development, rewards and Card Member services expenses decreased, primarily due to reductions in Card Member rewards expense were relatively flatand Marketing and business development expense. The decrease in 2016 compared to 2015, reflecting lower Costco-related revenues.

PROVISIONS FOR LOSSES

Provisions for losses increasedCard Member rewards expense was primarily driven by a decrease in both periods.billed business. The increasedecrease in 2017 compared to 2016Marketing and business development expense was primarily due to growtha decrease in bothcorporate client incentives and a temporary reduction in proactive marketing for Card Member receivables and loans, as well as increases in net write-off and delinquency rates, all of which wereacquisitions, partially offset by improving credit performanceincremental investments in the commercial financing portfolio. The increase in 2016 comparedlimited time enhancements to 2015 was primarily driven by growth in the commercial financing portfolio, resulting in higher net write-offs.

EXPENSES

Marketing, promotion, rewards,our Card Member services and other expenses increased in 2017 comparedvalue proposition to 2016, primarily driven by higher Card Member rewards expenses, which increased $420 million, partially offset by lower marketing and promotion expenses as a result of reduced levels of spending on growth initiatives. The higher Card Member rewards expenses were primarily driven by enhancements to Platinum rewards and higher spending volumes, partially offset by Costco-related expenses in the prior year.

maintain customer engagement.
Salaries and employee benefits and other operating expense decreased in 2017 compared to 2016, primarily driven by lower technology and other servicing-related costs in the current year and the prior-year HFS valuation allowance adjustment and restructuring charges, all of which were partially offset by the prior-year gains on the sales of the HFS portfolios.




59

Total expenses increased in 2016 compared to 2015, primarily driven by increased marketing and promotion expense as a result of higher levels of spending on growth initiatives, higher Card Member rewards expenses resulting from higher spending volumes and the gains on the sales of the HFS portfolios, partially offset by lower Costco-related rewards expenses and restructuring charges.

Income tax provision decreased in 2017 compared to 2016, primarily reflecting the geographic mix of business and the allocated share of tax benefits related to the realization of certain foreign tax credits.
51



TABLE 14:13: GCS SELECTED STATISTICAL INFORMATION

As of or for the Years Ended December 31,          Change  Change 
(Millions, except percentages and where indicated) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Card billed business (billions)
 $438.1  $408.0  $398.6   7%  2%
Total cards-in-force  14.0   13.6   15.1   3   (10)
Basic cards-in-force  14.0   13.6   15.1   3   (10)
Average basic Card Member spending (dollars)
 $31,729  $28,515  $26,860   11   6 
Total segment assets (billions)
 $52.6  $46.5  $45.1   13   3 
Card Member loans (billions)
 $11.1  $9.5  $8.0   17   19 
Card Member receivables (billions)
 $33.1  $29.0  $26.7   14   9 
Card Member loans:(a)
                    
Total loans - GSBS (billions)
 $11.0  $9.5  $8.0   16   19 
Average loans - GSBS (billions)
 $10.3  $8.6  $9.7   20%  (11)%
Net write-off rate (principal only) - GSBS(b)
  1.6%  1.4%  1.3%        
Net write-off rate (principal, interest and fees) - GSBS(b)
  1.9%  1.7%  1.5%        
30+ days past due as a % of total - GSBS  1.2%  1.1%  1.1%        
Calculation of Net Interest Yield on Average Card Member Loans:                    
Net interest income $821  $809  $810         
Exclude:                    
Interest expense not attributable to our Card Member loan portfolio(c)
  409   312   286         
Interest income not attributable to our Card Member loan portfolio (d)
  (113)  (111)  (94)        
Adjusted net interest income(e)
 $1,117  $1,010  $1,002         
Average Card Member loans including HFS loan portfolios (billions)(f)
 $10.3  $9.7  $9.9         
Net interest income divided by average Card Member loans  8.0%  8.3%  8.2%        
Net interest yield on average Card Member loans(e)
  10.8%  10.4%  10.1%        
Card Member receivables:(a)
                    
Total receivables - GCP (billions)
 $17.0  $14.8  $13.8   15%  7%
90 days past billing as a % of total - GCP(g)
  0.9%  0.9%  0.9%        
Net loss ratio (as a % of charge volume) - GCP  0.10%  0.09%  0.09%        
Total receivables - GSBS (billions)
 $16.1  $14.3  $12.9   13%  11%
Net write-off rate (principal only) - GSBS(b)
  1.6%  1.5%  1.8%        
Net write-off rate (principal, interest and fees) - GSBS(b)
  1.8%  1.7%  2.1%        
30+ days past due as a % of total - GSBS  1.6%  1.6%  1.7%        
(a)Refer to Table 7 footnote (a).
As of or for the Years Ended December 31,ChangeChange
(Millions, except percentages and where indicated)2020201920182020 vs. 20192019 vs. 2018
Proprietary billed business (billions)
$406.5 $513.3 $486.2 (21)%%
Proprietary cards-in-force14.5 14.9 14.5 (3)
Average Card Member spending (dollars)
$27,769 $34,905 $34,058 (20)
Total segment assets (billions)
$42.1 $52.8 $51.3 (20)
GSBS Card Member loans:
Total loans (billions)
$13.2 $14.1 $12.4 (6)14 
Average loans (billions)
$12.9 $13.3 $11.7 (3)%14 %
Net write-off rate - principal only(a)
2.1 %1.9 %1.7 %
Net write-off rate - principal, interest and fees(a)
2.4 %2.2 %2.0 %
30+ days past due as a % of total0.7 %1.3 %1.3 %
Calculation of Net Interest Yield on Average Card Member Loans:
Net interest income$967 $866 $723 
Exclude:
Interest expense not attributable to our Card Member loan portfolio(b)
478 772 693 
Interest income not attributable to our Card Member loan portfolio(c)
(170)(222)(161)
Adjusted net interest income(d)
$1,275 $1,416 $1,255 
Average Card Member loans (billions)
$13.0 $13.4 $11.8 
Net interest income divided by average Card Member loans(d)
7.4 %6.5 %6.1 %
Net interest yield on average Card Member loans(d)
9.8 %10.6 %10.7 %
Card Member receivables:
Total receivables (billions)
$25.0 $34.6 $34.4 (28)%%
Net write-off rate - principal and fees(a)(e)
2.1 %1.4 %1.5 %
GCP Card Member receivables:
Total receivables (billions)
$10.9 $17.2 $17.7 (37)%(3)%
90+ days past billing as a % of total(e)
0.6 %0.8 %0.7 %
Net write-off rate - principal and fees(a)(e)
1.9 %0.8 %1.1 %
GSBS Card Member receivables:
Total receivables (billions)
$14.1 $17.4 $16.7 (19)%%
Net write-off rate - principal only(a)
2.1 %1.9 %1.7 %
Net write-off rate - principal and fees(a)
2.3 %2.1 %2.0 %
30+ days past due as a % of total0.7 %1.7 %1.6 %
(b)Refer to Table 7 footnote (e).
(a)Refer to Table 7 footnote (c).
(c)Refer to Table 8 footnote (a).
(b)Refer to Table 8 footnote (a).
(d)Refer to Table 8 footnote (b).
(c)Refer to Table 8 footnote (b).
(e)Refer to Table 8 footnote (c).
(d)Refer to Table 8 footnote (c).
(f)Refer to Table 8 footnote (d).
(g)For GCP Card Member receivables, delinquency data is tracked based on days past billing status rather than days past due. A Card Member account is considered 90 days past billing if payment has not been received within 90 days of the Card Member’s billing statement date. In addition, if we initiate collection procedures on an account prior to the account becoming 90 days past billing, the associated Card Member receivable balance is classified as 90 days past billing. These amounts are shown above as 90+ Days Past Due for presentation purposes.
(e)For GCP Card Member receivables, delinquency data is tracked based on days past billing status rather than days past due. A Card Member account is considered 90 days past billing if payment has not been received within 90 days of the Card Member’s billing statement date. In addition, if we initiate collection procedures on an account prior to the account becoming 90 days past billing, the associated Card Member receivable balance is classified as 90 days past billing. GCP delinquency data for periods other than 90+ days past billing and the net write-off rate based on principal losses only are not available due to system constraints.
52



60



GLOBAL MERCHANT AND NETWORK SERVICES


TABLE 15: GMS14: GMNS SELECTED INCOME STATEMENT AND OTHER DATA

Years Ended December 31,          Change  Change 
(Millions, except percentages) 2017  2016  2015  2017 vs. 2016  2016 vs. 2015 
Revenues                     
Non-interest revenues $4,333  $4,235  $4,471  $98   2% $(236)  (5)%
Interest income  1   1   1             
Interest expense  (262)  (237)  (211)  (25)  11   (26)  12 
Net interest income  263   238   212   25   11   26   12 
Total revenues net of interest expense  4,596   4,473   4,683   123   3   (210)  (4)
Provisions for losses  15   25   31   (10)  (40)  (6)  (19)
Total revenues net of interest expense after provisions for losses  4,581   4,448   4,652   133   3   (204)  (4)
Expenses                            
Marketing, promotion, rewards, Card Member services and other  182   232   294   (50)  (22)  (62)  (21)
Salaries and employee benefits and other operating expenses  2,010   1,921   1,977   89   5   (56)  (3)
Total expenses  2,192   2,153   2,271   39   2   (118)  (5)
Pretax segment income  2,389   2,295   2,381   94   4   (86)  (4)
Income tax provision  815   837   882   (22)  (3)  (45)  (5)
Segment income $1,574  $1,458  $1,499  $116   8% $(41)  (3)%
Effective tax rate  34.1%  36.5%  37.0%                

Years Ended December 31,ChangeChange
(Millions, except percentages and where indicated)2020201920182020 vs. 20192019 vs. 2018
Revenues
Non-interest revenues$4,595 $5,903 $5,790 $(1,308)(22)%$113 %
Interest income18 28 30 (10)(36)(2)(7)
Interest expense(80)(303)(244)223 (74)(59)24 
Net interest income98 331 274 (233)(70)57 21 
Total revenues net of interest expense4,693 6,234 6,064 (1,541)(25)170 
Provisions for credit losses88 20 22 68 #(2)(9)
Total revenues net of interest expense after provisions for credit losses4,605 6,214 6,042 (1,609)(26)172 
Expenses
Marketing, business development, rewards and Card Member services1,303 1,422 1,243 (119)(8)179 14 
Salaries and employee benefits and other operating expenses1,914 2,010 2,256 (96)(5)(246)(11)
Total expenses3,217 3,432 3,499 (215)(6)(67)(2)
Pretax segment income1,388 2,782 2,543 (1,394)(50)239 
Income tax provision434 650 633 (216)(33)17 
Segment income$954 $2,132 $1,910 $(1,178)(55)$222 12 
Effective tax rate31.3 %23.4 %24.9 %
Total segment assets (billions)
$14.3 $17.5 $15.5 $(3.2)(18)%$13 %

# Denotes a variance greater than 100 percent

GMSGMNS operates a global payments network that processes and settles proprietary and non-proprietary card transactions. GMStransactions, acquires merchants and provides multi-channel marketing programs and capabilities, services and data analytics, leveraging our global integrated network. GMSGMNS manages our partnership relationships with third-party card issuers, merchant acquirers and a prepaid reloadable and gift card program manager, licensing the American Express brand and extending the reach of the global network. GMNS also operatesmanages loyalty coalition businesses in certain countries around the world.businesses.
TOTAL REVENUES NET OF INTEREST EXPENSE
Non-interest revenues increased in 2017 compared to 2016,decreased, primarily driven by an increase inlower discount revenue which reflected growth indue to lower worldwide billed business and an increase in loyalty coalition revenues, partially offset by Costco-related revenuesa decline in the prior year.average discount rate, primarily due to a shift in spend mix to non-T&E categories, as well as a decrease in other fees and commissions, due to lower foreign exchange conversion revenue related to decreased cross-border spending as a result of the impacts of the COVID-19 pandemic. For a detailed discussion on billed business and the average discount rate, please refer to the “Consolidated Results of Operations.”

Net interest income increased in 2017 compared to 2016, reflectingdecreased, primarily driven by a higherlower interest expense credit relating to internal transfer pricing, and funding rates, which resultedresults in a net benefit for GMSGMNS due to its merchant payables.
Total revenues net of interestEXPENSES
Marketing, business development, and rewards and Card Member services expenses decreased, primarily driven by lower Marketing and business development expense, including decreased in 2016 compared to 2015, primarilynetwork partner payments due to a decrease in non-interest revenueslower spend volumes as a result of lower Costco-related revenues.the impacts of the COVID-19 pandemic.


PROVISIONS FOR LOSSES


Provisions for losses decreased in both periods of comparison, primarily driven by lower net write-offs.


EXPENSES


Marketing, promotion, rewards, Card Member services and other expenses decreased in 2017 compared to 2016, reflecting lower levels of spending on growth initiatives.
Salaries and employee benefits and other operating expense increased in 2017 compared to 2016, primarily driven by charges related to the U.S. loyalty coalition business, partially offset by a benefit from a change in the liability related to non-delivery of goods and services by merchants and continued growth of the OptBlue program, which does not entail merchant acquirer payments.
Total expenses decreased, in 2016 compared to 2015, primarily driven byreflecting lower marketing and promotion expensesincentive compensation expense and lower operating expenses driven by the growth of the OptBlue program as described above.
Income tax provision decreased in 2017 compared to 2016, primarily reflecting the allocated share of tax benefits related to the realization of certain foreign tax credits.

professional services expense.


TABLE 16: GMS SELECTED STATISTICAL INFORMATION


61
As of or for the Years Ended  December 31,         Change Change 
(Millions, except percentages and where indicated) 2017  2016  2015 2017 vs. 2016 2016 vs. 2015 
Loyalty Coalition revenue $453  $410  $378   10%  8%
Average discount rate  2.43%  2.45%  2.46%        
Total segment assets (billions)
 $29.0  $24.3  $23.5   19%  3%



53

CORPORATE & OTHER

Corporate functions and certain other businesses including our Prepaid Services business, are included in Corporate & Other.

Corporate & Other net expenseloss was $3.7 billion, $1.1$1.3 billion and $1.4 billion in 2017, 20162020 and 2015,2019, respectively. The increasedecrease in 2017the net loss in 2020 compared to 20162019 was primarily driven by a prior year litigation-related charge, a higher gain in the previously-mentioned Tax Act charge,current year related to our strategic investments and lower incentive compensation in the current year, partially offset by higher restructuring chargesa net loss in the current year as compared to net income in the prior year. The decrease in 2016 compared to 2015 was primarily driven by impairment charges in 2015 and higher income from our Prepaid Services business in 2016, all partially offset by restructuring charges in 2016 and a benefit in 2015 from the reassessment of the functional currency of certain UK legal entities and other FX-related activity.

Results for all periods included net interest expenseyear, related to maintaining the liquidity requirements discussed in “Consolidated Capital Resources and Liquidity – Liquidity Management,” as well as interest expense related to other corporate indebtedness.GBT JV.

54

CONSOLIDATED CAPITAL RESOURCES AND LIQUIDITY

Our balance sheet management objectives are to maintain:

A solid and flexible equity capital profile;
A broad, deep and diverse set of funding sources to finance our assets and meet operating requirements; and
Liquidity programs that enable us to continuously meet expected future financing obligations and business requirements for at least a twelve-month period even in the event we are unable to continue to raise new funds under our traditional funding programs during a substantial weakening in economic conditions.

We are closely monitoring the changing macroeconomic environment and actively managing our balance sheet to reflect evolving circumstances. Our objective is to remain financially strong against a backdrop of an uncertain operating environment and outlook.


CAPITAL STRATEGY


Our objective is to retain sufficient levels of capital generated through earnings and other sources to maintain a solid equity capital base and to provide flexibility to support future business growth. We believe capital allocated to growing businesses with a return on risk-adjusted equity in excess of our costs will generate shareholder value. Our objective is to retain sufficient levels of capital generated through net income and other sources, such as the exercise of stock options by employees, to maintain a strong balance sheet, provide flexibility to support future business growth, and distribute excess capital to shareholders through dividends and share repurchases. See "Dividends and Share Repurchases" below.
The level and composition of our consolidated capital position are determined through our Internal Capital Adequacy Assessment Process, which takes into account our business activities, as well as marketplace conditions and requirements or expectations of credit rating agencies, regulators and shareholders, among others. Our consolidated capital position is also influenced by subsidiary capital requirements. As a bank holding company, we are also subject to regulatory requirements administered by the U.S. federal banking agencies. The Federal Reserve has established specific capital adequacy guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items.
We report our Failure to maintain minimum regulatory capital ratios using the Basel III capital definitions, inclusive of transition provisions, and the Basel III standardized approach for calculating risk-weighted assets (see section on Transitional Basel III). The Basel III standards will be fully phased in by January 1, 2019 (see section on Fully Phased-in Basel III).
We also report capital adequacy standards on a parallel basis to regulators under Basel requirements for advanced approaches institutions. The parallel period will continue until we receive regulatory approval to exit parallel reporting,levels at which point we will begin publicly disclosing regulatory risk-based capital ratios using both the standardized and advanced approaches, and will be required to use the lower of the regulatory risk-based capital ratios based on the standardized or advanced approaches to determine whether we are in compliance with minimum capital requirements.
55

Table of Contents


The following table presents our regulatory risk-based capital ratios and leverage ratios and those of our significant bank subsidiaries, American Express Centurion Bank (Centurion Bank) andor our U.S. bank subsidiary, American Express National Bank FSB (American(AENB), could affect our status as a financial holding company and cause the banking regulators with oversight of American Express Bank), as of December 31, 2017.
TABLE 17: REGULATORY RISK-BASED CAPITAL AND LEVERAGE RATIOS

 Basel III Standards 2017(a)
Ratios as of December 31, 2017
Risk-Based Capital
Common Equity Tier 15.8%
American Express Company9.0%
American Express Centurion Bank12.7
American Express Bank, FSB12.9
Tier 17.3
American Express Company10.1
American Express Centurion Bank12.7
American Express Bank, FSB12.9
Total9.3
American Express Company11.8
American Express Centurion Bank14.0
American Express Bank, FSB14.2
Tier 1 Leverage4.0
American Express Company8.6
American Express Centurion Bank10.2
American Express Bank, FSB11.7
Supplementary Leverage Ratio (b)
3.0%
American Express Company7.4
American Express Centurion Bank8.1
American Express Bank, FSB9.7%
(a)Transitional Basel III minimum capital requirement and additional capital conservation buffer as defined by the Federal Reserve for calendar year 2017 for advanced approaches institutions.
(b)The minimum supplementary leverage ratio (SLR) requirement of 3 percent is effective January 1, 2018.

TABLE 18: REGULATORY RISK-BASED CAPITAL COMPONENTS AND RISK-WEIGHTED ASSETS
American Express Company
($ in Billions)
 
December 31,
2017
 
Risk-Based Capital   
Common Equity Tier 1 $13.2 
Tier 1 Capital  14.7 
Tier 2 Capital(a)
  2.4 
Total Capital  17.1 
     
Risk-Weighted Assets  145.9 
Average Total Assets to calculate the Tier 1 Leverage Ratio  171.2 
Total Leverage Exposure to calculate SLR $198.8 
(a)Tier 2 capital is the sum of the allowance for loan and receivable losses (limited to 1.25 percent of risk-weighted assets) and $600 million of subordinated notes adjusted for capital held by insurance subsidiaries.

or AENB to take actions that could limit our business operations.
We seek to maintain capital levels and ratios in excess of the minimum regulatory requirements, and finance such capital inspecifically within a cost efficient manner; failure10 to maintain minimum capital levels could affect our status as a financial holding company and cause the regulatory agencies with oversight of11 percent target range for American Express, Centurion Bank and American Express Bank to take actions that could limit our business operations.
Due to the Tax Act impact of $2.6 billion, we reported a net loss in the fourth quarter. The net loss, combined with growth in the balance sheet and continued capital return in the quarter, resulted in a decline in ourExpress' Common Equity Tier 1 Risk-Based Capital ratio to 9.0 percent, which is below the level we had projected in the 2017 CCAR process. As a result, we have suspended our share repurchase program for the first half of 2018 in order to rebuild ourrisk-based capital levels.
Our primary source of equity capital has been the generation of net income. Capital generated through net income and other sources, such as the exercise of stock options by employees, is used to maintain a strong balance sheet, support asset growth and engage in acquisitions, with excess available for distribution to shareholders through dividends and share repurchases. We currently expect that the portion of generated capital we allocate to support asset  growth will be greater going forward than it has been historically due to projected asset growth.
56

Table of Contents

ratio.
We maintain certain flexibility to shift capital across our businesses as appropriate. For example, we may infuse additional capital into subsidiaries to maintain capital at targeted levels in consideration of debt ratings and regulatory requirements. These infused amounts can affect theour capital profile and liquidity levelspositions at the American Express parent company level.
We report our capital ratios using the Basel III capital definitions and the Basel III standardized approach for calculating risk-weighted assets.




62

Table of Contents
The following are definitions fortable presents our regulatory risk-based capital and leverage ratios and leverage ratio,those of AENB, as of December 31, 2020.
TABLE 15: REGULATORY RISK-BASED CAPITAL AND LEVERAGE RATIOS
Effective Minimum (a)
Ratios as of December 31, 2020
Risk-Based Capital
Common Equity Tier 17.0 %
American Express Company13.5 %
American Express National Bank16.2
Tier 18.5
American Express Company14.7
American Express National Bank16.2
Total10.5
American Express Company16.2
American Express National Bank18.3
Tier 1 Leverage4.0 %
American Express Company11.0
American Express National Bank10.9%
(a)Represents Basel III minimum requirements and applicable regulatory buffers as defined by the federal banking regulators, which includes the stress capital buffer (SCB) for American Express Company and the capital conservation buffer for American Express National Bank. Refer to “Capital and Liquidity Regulation” under “Supervision and Regulation” and Note 22 to our “Consolidated Financial Statements” for additional information.

The following table presents American Express Company's regulatory risk-based capital and risk-weighted assets, which are calculated as perin accordance with standard regulatory guidance:guidance as described below:
TABLE 16: REGULATORY RISK-BASED CAPITAL COMPONENTS AND RISK-WEIGHTED ASSETS
American Express Company
($ in Billions)
December 31, 2020
Risk-Based Capital
Common Equity Tier 1$18.7 
Tier 1 Capital20.3 
Tier 2 Capital2.1 
Total Capital22.4 
Risk-Weighted Assets138.3 
Average Total Assets to calculate the Tier 1 Leverage Ratio$185.1 
Risk-Weighted Assets — Assets are weighted for risk according to a formula used by the Federal Reserve to conform to capital adequacy guidelines. On- and off-balance sheet items are weighted for risk, with off-balance sheet items converted to balance sheet equivalents, using risk conversion factors, before being allocated a risk-adjusted weight. Off-balance sheet exposures comprise a minimal part of the total risk-weighted assets.
Common Equity Tier 1 Risk-Based Capital Ratio — Calculated as Common Equity Tier 1 capital (CET1), divided by risk-weighted assets. CET1 is the sum of common shareholders’ equity, adjusted for ineligible goodwill and intangible assets, certain deferred tax assets, as well as certain other comprehensive income items as follows: net unrealized gains/losses on securities, and derivatives,foreign currency translation adjustments and net unrealized pension and other postretirement benefit/losses, all net of tax and subject to transition provisions.tax. CET1 is also adjusted for the CECL final rules, as described below.
Tier 1 Risk-Based Capital Ratio — Calculated as Tier 1 capital divided by risk-weighted assets. Tier 1 capital is the sum of CET1, our perpetual preferred stock and third-party non-controlling interests in consolidated subsidiaries, adjusted for capital held by insurance subsidiaries and deferred tax assets from net operating losses not deducted from CET1.subsidiaries. The minimum requirement for the Tier 1 risk-based capital ratio is 1.5 percent higher than the minimum for the CET1 risk-based capital ratio. We have $1.6 billion of preferred shares outstanding to help address a portion of the Tier 1 capital requirements in excess of common equity requirements.
Total Risk-Based Capital Ratio — Calculated as the sum of Tier 1 capital and Tier 2 capital, divided by risk-weighted assets. Tier 2 capital is the sum of the allowancereserve for loan and receivable credit losses adjusted for the CECL final rules (limited to 1.25 percent of risk-weighted assets), a portionand $360 million of the unrealized gains on equity securities and $600 million ofeligible subordinated notes, adjusted for capital held by insurance subsidiaries.



63

Table of Contents
subsidiaries. The $360 million of eligible subordinated notes reflect a 40 percent, or $240 million, reduction of Tier 2 capital credit for the $600 million subordinated debt issued in December 2014.
Tier 1 Leverage Ratio — Calculated by dividing Tier 1 capital by our average total consolidated assets for the most recent quarter.
Supplementary Leverage Ratio — CalculatedWe elected to delay the impact of the adoption of the CECL methodology on regulatory capital for two years followed by dividing Tier 1 capitala three-year phase-in period pursuant to rules issued by total leverage exposure under Basel III. Leverage exposure, which reflects average total consolidated assets with adjustments for Tier 1 capital deductions, average off-balance sheet derivatives exposures, securities purchased under agreements to resell and credit equivalents of undrawn commitments that are both conditionally and unconditionally cancellable.
FULLY PHASED-IN BASEL III
Basel III, when fully phased in, will require bank holding companies and their bank subsidiaries to maintain more capital than prior requirements, with a greater emphasis on common equity. The following table presents our estimates for our regulatory risk-based capital ratios and leverage ratios had Basel III been fully phased in asfederal banking regulators (the CECL final rules). As of December 31, 2017. These ratios are calculated using2020, our reported regulatory capital excluded the standardized approach for determining risk-weighted assets. As noted previously, we are currently taking steps toward Basel III advanced approaches implementation in$0.9 billion impact to retained earnings upon the United States. We believeadoption of the presentationCECL methodology and 25 percent of these ratios is helpful to investors by showing the impact of futurethe $1.5 billion increase in reserves for credit losses from January 1, 2020 to December 31, 2020. We will begin phasing in the cumulative amount that is not recognized in regulatory capital standards on our capitalat 25 percent per year beginning January 1, 2022. Refer to "Capital and leverage ratios.Liquidity Regulation" under Part 1, Item 1. "Business - Supervision and Regulation" for additional details.
TABLE 19: ESTIMATED FULLY PHASED-IN BASEL III CAPITALDIVIDENDS AND LEVERAGE RATIOS
($ in Billions) 
December 31,
2017
 
Estimated Common Equity Tier 1 Ratio under Fully Phased-In Basel III(a)
  8.8%
Estimated Tier 1 Capital Ratio under Fully Phased-In Basel III (a)
  9.9 
     
Estimated Tier 1 Leverage Ratio under Fully Phased-In Basel III(b)
  8.5 
Estimated Supplementary Leverage Ratio under Fully Phased-In Basel III (b)
  7.3%
     
Estimated Risk-Weighted Assets under Fully Phased-In Basel III(c)
 $146.7 
Estimated Average Total Assets to calculate the Tier 1 Leverage Ratio(b)
  171.0 
Estimated Total Leverage Exposure to calculate SLR under Fully Phased-In Basel III (d)
 $198.7 
(a)The Fully Phased-in Basel III Common Equity Tier 1 and Tier 1 risk-based capital ratios, non-GAAP measures, are calculated as Common Equity Tier 1 or Tier 1 capital under Fully Phased-in Basel III rules, as applicable, divided by risk-weighted assets under Fully Phased-in Basel III rules. Refer to Table 20 for a reconciliation of Common Equity Tier 1 and Tier 1 capital under Fully Phased-in Basel III rules to Common Equity Tier 1 and Tier 1 capital under Transitional Basel III rules.
(b)The Fully Phased-in Basel III Tier 1 and SLRs, non-GAAP measures, are calculated by dividing Fully Phased-in Basel III Tier 1 capital by our average total assets and Fully Phased-in total leverage exposure for SLR purposes under Fully Phased-in Basel III, respectively.
(c)Estimated Fully Phased-in Basel III risk-weighted assets, a non-GAAP measure, reflect our Basel III risk-weighted assets, with all transition provisions fully phased in. This includes incremental risk weighting applied to deferred tax assets and significant investments in unconsolidated financial institutions, as well as exposures to past due accounts, equities and sovereigns.
(d)Estimated Fully Phased-in Basel III Leverage Exposure, a non-GAAP measure, reflects average total consolidated assets with adjustments for Tier 1 capital deductions on a fully phased-in basis, off-balance sheet derivatives, undrawn conditionally and unconditionally cancellable commitments and other off-balance sheet liabilities.
57

Table of Contents

The following table presents a comparison of our CET1 and Tier 1 risk-based capital under Transitional Basel III rules to our estimated CET1 and Tier 1 risk-based capital under Fully Phased-in Basel III rules as of December 31, 2017.
TABLE 20: TRANSITIONAL BASEL III VERSUS FULLY PHASED-IN BASEL III
(Billions) CET1  Tier 1 
Risk-Based Capital under Transitional Basel III $13.2  $14.7 
Adjustments related to:        
  AOCI  (0.1)  (0.1)
  Transition provisions for intangible assets  (0.2)  (0.2)
Estimated CET1 and Tier 1 Risk-Based Capital under Fully Phased-in Basel III $12.9  $14.4 

Fully Phased-in Basel III Risk-Weighted Assets — Reflects our Basel III risk-weighted assets, with all transition provisions fully phased in. This includes incremental risk weighting applied to deferred tax assets and significant investments in unconsolidated financial institutions, as well as exposures to past due accounts, equities and sovereigns.
Fully Phased-in Basel III Tier 1 Leverage Ratio — Calculated by dividing Fully Phased-in Basel III Tier 1 capital by our average total consolidated assets.
Fully Phased-in Basel III SLR — Calculated by dividing Fully Phased-in Basel III Tier 1 capital by our Fully Phased-in total leverage exposure for SLR purposes under Fully Phased-in Basel III.
SHARE REPURCHASES AND DIVIDENDS


We return capital to common shareholders through dividends and share repurchases. The share repurchases reduce common shares outstanding and generally more than offset the issuance of new shares as part of employee compensation plans.
During the year ended December 31, 2017,2020, we returned $5.5$2.3 billion to our shareholders in the form of common stock dividends of $1.2$1.4 billion and share repurchases of $4.3$0.9 billion. We repurchased 507 million common shares at an average price of $85.56$121.14 in 2017.2020. These dividend and share repurchase amounts collectively represent approximately 19070 percent of total capital generated during the year.
As previously mentioned, we decided to suspend our share buyback program for the first half of 2018 in order to rebuild our capital levels and ratios. We intend to continue our quarterly dividends during the first half of 2018 at the current level. Authorization for share repurchases beginning in the second half of 2018 must be submitted as part of our capital plan within the CCAR 2018 process.
In addition, during the year ended December 31, 2017,2020, we had $750paid $79 million ofin dividends on non-cumulative perpetual preferred shares (the Series B Preferred Shares) and $850 million of non-cumulative perpetual preferred shares (the Series C Preferred Shares) outstanding. Dividends declared and paid on Series B and Series C Preferred Shares during 2017 were $39 million and $42 million, respectively. For additional information on our preferred shares, refer to Note 17 “Common and Preferred Shares” and Note 22 “Earnings per Common Share (EPS); Preferred Shares”16 to the “Consolidated Financial Statements.”
Our decisions on capital distributions depend on various factors, including: our capital levels and regulatory capital requirements; actual and forecasted business results; economic and market conditions; revisions to, or revocation of, the Federal Reserve’s authorization of our capital plan; and the Comprehensive Capital Analysis and Review (CCAR) process.
Due to the uncertain business environment, we suspended share repurchases in March 2020 to maintain financial strength. Subsequently, the Federal Reserve announced that it would prohibit share repurchases in the third and fourth quarters of 2020 for all banking organizations participating in CCAR and would allow them to pay common stock dividends provided (a) they do not increase the amount of the dividend and (b) they do not exceed the average of a firm's net income for the four preceding calendar quarters. Based upon the results of its second round of 2020 stress testing, the Federal Reserve announced on December 18, 2020, certain modifications to its capital distribution restrictions that would apply for the first quarter of 2021. Refer to "Stress Testing and Capital Planning" under Part 1, Item 1. "Business - Supervision and Regulation" for additional details.
We plan to resume share repurchases under our previously disclosed share repurchase program in the first quarter of 2021, up to our maximum capacity of approximately $440 million authorized by the Federal Reserve. Share purchases under publicly announced programs are made pursuant to open market purchases or privately negotiated transactions (including employee benefit plans) as market conditions warrant and at prices we deem appropriate.
FUNDING STRATEGY
Our principal funding objective is to maintain broad and well-diversified funding sources to allow us to meet our maturing obligations, cost-effectively finance current and future asset growth in our global businesses, as well as to maintain a strong liquidity profile. The diversity of funding sources by type of instrument, by maturity and by investor base, among other factors, provides additional insulation frommitigates the impact of disruptions in any one type of instrument, maturity or investor. The mix of our funding in any period will seek to achieve cost efficiency consistent with both maintaining diversified sources and achieving our liquidity objectives. We seek to diversify our funding sources by maintaining scale and relevance in unsecured debt, asset securitizations and deposits. Our direct retail deposits have become a larger proportion of our funding over time and we expect that will continue. Our funding strategy and activities are integrated into our asset-liability management activities. We have in place a funding policy covering American Express Company and all of our subsidiaries.

Our global proprietary cardcard-issuing businesses are the primary asset-generating businesses, withgenerate significant assets in both domestic and international Card Member lending and receivable activities. Our financing needs are in large part a consequence of our proprietary card-issuing businesses, and the maintenance of a liquidity position to meet regulatory requirements and support all of our business activities, such as merchant payments. We generally pay merchants for card transactions prior to reimbursement by Card Members and therefore



64

Table of Contents
fund the merchant payments during the period Card Member loans and receivables are outstanding. We also have additional financing needs associated with general corporate purposes. Our funding plan to meet these financing needs is in turn driven by, among other factors, our liquidity position, size and mix of business asset growth, choice of funding sources, and our maturing obligations.


Due to the impact of COVID-19, we experienced significant reductions in our business volumes and decline in the balances of our Card Member loans and receivables. The decline in Card Member loans and receivables balances resulted in substantial liquidity levels, which were further strengthened by the strong growth in our direct retail deposits in 2020.
FUNDING PROGRAMS AND ACTIVITIES


We meet our funding needs through a variety of sources, including direct and third-party distributed deposits and debt instruments, such as senior unsecured debentures,debt, asset securitizations, borrowings through secured borrowing facilities and a long-term committed bank borrowingcredit facility.
58

We had the following consolidated debt and customer deposits outstanding as of December 31:


TABLE 21:17: SUMMARY OF CONSOLIDATED DEBT AND CUSTOMER DEPOSITS

(Billions)20202019
Short-term borrowings$1.9 $6.4 
Long-term debt43.0 57.8 
Total debt44.9 64.2 
Customer deposits86.9 73.3 
Total debt and customer deposits$131.8 $137.5 
We may redeem from time to time certain debt securities prior to the original contractual maturity dates in accordance with the optional redemption provisions of those debt securities.
(Billions) 2017  2016 
Short-term borrowings $3.3  $5.6 
Long-term debt  55.8   47.0 
Total debt  59.1   52.6 
Customer deposits  64.5   53.0 
Total debt and customer deposits $123.6  $105.6 


Our funding plan for the full year 20182021 includes, among other sources, approximately $6 billion to $13 billiona limited amount of unsecured term debt issuance and approximately $5 billion to $12 billion of secured term debt issuance. OurActual funding activities can vary from our plans are subjectdue to various risks and uncertainties,factors, such as future business growth, the impact of global economic, political and other events on market capacity and funding needs, demand for securities offered by us, regulatory changes, ability to securitize and sell receivables, and the performance of receivables previously sold in securitization transactions. Many of these risks and uncertaintiesfactors are beyond our control.
Our equity capital and funding strategies are designed, among other things, to maintain appropriate and stable unsecured debt ratings from the major credit rating agencies: Moody’s Investor Services (Moody’s), Standard & Poor’s (S&P), and Fitch Ratings (Fitch) and Dominion Bond Rating Services (DBRS). Such ratings help support our access to cost-effective unsecured funding as part of our overall funding strategy. Our asset securitization activities are rated separately.


TABLE 22:18: UNSECURED DEBT RATINGS

Credit AgencyAmerican Express EntityShort-Term RatingsLong-Term RatingsOutlook
DBRSFitchAll rated entitiesR-1 (middle)F1A (high)StableNegative
FitchMoody’sAll rated entitiesF1AStable
Moody’s
TRS and rated operating subsidiaries(a)
Prime 1A2Stable
Moody'sAmerican Express CompanyPrime 2A3Stable
S&P
TRS(a)
N/AA-Stable
S&POther rated operating subsidiariesA-2A-Stable
S&PAmerican Express CompanyA-2BBB+Stable
(a)American Express Travel Related Services Company, Inc.N/AA2Negative
Moody'sAmerican Express Credit CorporationPrime-1A2Negative
Moody’sAmerican Express National BankPrime-1A3Negative
Moody'sAmerican Express CompanyN/AA3Negative
S&PAmerican Express Travel Related Services Company, Inc.N/AA-Stable
S&PAmerican Express Credit Corporation and American Express National BankA-2A-Stable
S&PAmerican Express CompanyA-2BBB+Stable

These ratings are not a recommendation to buy or hold any of our securities and they may be revised or revoked at any time at the sole discretion of the rating organization.
Downgrades in the ratings of our unsecured debt or asset securitization program securities could result in higher funding costs, as well as higher fees related to borrowings under our unused lines of credit.credit facilities. Declines in credit ratings could also reduce our borrowing capacity in the unsecured debt and asset securitization capital markets. We believe our funding mix, including the proportion of U.S. retail deposits insured by the Federal Deposit Insurance Corporation (FDIC), to total funding, should reduce the impact that credit rating downgrades would have on our funding capacity and costs.



65

Table of Contents
SHORT-TERM FUNDING PROGRAMS
Short-term borrowings, such as commercial paper, are defined as any debt with an original maturity of twelve months or less, as well as interest-bearing overdrafts with banks. Our short-term funding programs are used primarily to meetfund working capital needs, such as managing seasonal variations in receivables balances. The amount of short-term borrowings issued in the future will depend on our funding strategy, our needs and market conditions.As of December 31, 2017,2020, we had $1.2 billionnil in commercial paper outstanding and we had an average of $1.1 billion$628 million in commercial paper outstanding during 2017.2020. Refer to Note 98 to the “Consolidated Financial Statements” for a further description of these borrowings.
DEPOSIT PROGRAMS
We offer deposits within our Centurion Bank and American Express Bank subsidiaries.U.S. bank subsidiary, AENB. These funds are currently insured up to an amount that is at least $250,000 per account holder through the FDIC. Our ability to obtain deposit funding and offer competitive interest rates is dependent on, among other factors, the capital levelslevel of Centurion Bank and American Express Bank. We, through American Express Bank, have a directAENB. Direct retail deposit program, Personal Savings from American Express, whichdeposits offered by AENB is our primary deposit product channel. The direct retail programchannel, which makes FDIC-insured high-yield savings account and certificates of deposit (CDs) and high-yield savings account products available directly to consumers. WeAENB also sourcesources deposits through third-party distribution channels as needed to meet our overall funding objectives. As of December 31, 20172020, we had $64.5$86.9 billion in customer deposits. Refer to Note 7 to the “Consolidated Financial Statements” for a further description of these deposits.
LONG-TERM DEBT AND ASSET SECURITIZATION PROGRAMS
As of December 31, 2020, we had $43.0 billion in long-term debt outstanding, including unsecured debt and asset-backed securities. Refer to Note 8 to the “Consolidated Financial Statements” for a further description of these deposits.
LONG-TERM DEBT PROGRAMS
As of December 31, 2017  we had $55.8 billion in long-term debt outstanding. During 2017, we and our subsidiaries issued $24.5 billion of unsecured debt and asset-backed securities with maturities ranging from 2 to 10 years. Refer to Note 9 to the “Consolidated Financial Statements” for a further description of these borrowings.

ASSET SECURITIZATION PROGRAMS

We periodically securitize Card Member loans and receivables arising from our card business, as the securitization market provides us with cost-effective funding. Securitization of Card Member loans and receivables is accomplished through the transfer of those assets to a trust, which in turn issues securities collateralized by the transferred assets to third-party investors. The proceeds from issuance are distributed to us, through our wholly-ownedwholly owned subsidiaries, as consideration for the transferred assets. Refer to Note 65 to the “Consolidated Financial Statements” for a further description of these borrowings.our asset securitizations.

On February 1, 2020, we removed U.S. consumer and small business Card Member receivables from the American Express Issuance Trust II (the Charge Trust) and substantially replaced them with U.S. corporate Card Member receivables.
On April 20, 2020, we added approximately $1.7 billion of additional U.S. corporate Card Member receivables to the Charge Trust.
Given the significant reductions in our business volumes and our resulting substantial cash and liquidity position, we did not issue any unsecured or secured term debt during 2020.

Our 2017 long-term debt and asset securitization issuances were as follows:




66


Table of Contents
TABLE 23: DEBT ISSUANCES

(Billions) 2017 
American Express Company:   
Fixed Rate Senior Notes (weighted-average coupon of 2.58%) $5.0 
Floating Rate Senior Notes (3-month LIBOR plus 45 basis points)  0.9 
American Express Credit Corporation:    
Fixed Rate Senior Notes (weighted-average coupon of 2.56%)  7.3 
Floating Rate Senior Notes (3-month LIBOR plus 45 basis points)  1.2 
American Express Credit Account Master Trust:    
Fixed Rate Class A Certificates (weighted-average coupon of 1.90%)  8.1 
Fixed Rate Class B Certificates (weighted-average coupon of 2.21%)  0.2 
Floating Rate Class A Certificates (1-month LIBOR plus 33 basis points)  1.8 
Floating Rate Class B Certificates (1-month LIBOR plus 41 basis points)  - 
Total $24.5 

LIQUIDITY MANAGEMENT
We incur liquidity risk that arises in the course of offering our products and services. Our liquidity objective is to maintain access to a diverse set of on- and off-balance sheet liquidity sources. We seek to maintain liquidity sources even in the event we are unable to raise new funds under our regular funding programs during a substantial weakening in economic conditions, in amounts sufficient to meet our expected future financial obligations and business requirements for liquidity for a period of at least twelve months. Our liquidity risk policy sets out our objectives and approach to managing liquidity risk.
The liquidity risks thatmonths in the event we are exposedunable to could arise fromraise new funds under our regular funding programs during a wide variety of scenarios. substantial weakening in economic conditions.
Our liquidity management strategy thus includes a number of elements, including, but not limited to:
Maintaining diversified funding sources (refer to the “Funding Strategy” section for more details);
Maintaining diversified funding sources (refer to the “Funding Strategy” section for more details);
Maintaining unencumbered liquid assets and off-balance sheet liquidity sources;
Maintaining unencumbered liquid assets and off-balance sheet liquidity sources;
Projecting cash inflows and outflows under a variety of economic and market scenarios;
Projecting cash inflows and outflows under a variety of economic and market scenarios; and
Establishing  clear objectives for liquidity risk management, including compliance with regulatory requirements; and
Incorporating liquidity risk management as appropriate into our capital adequacy framework.
Establishing clear objectives for liquidity risk management, including compliance with regulatory requirements.
We seek to maintain access to a diverse set of on-balance sheet and off-balance sheet liquidity sources, including cash and other liquid assets, committed bank credit facilities and asset securitization conduitsecured borrowing facilities. Through our U.S. bank subsidiaries, Centurion Bank and American Express Bank,subsidiary, AENB, we also hold collateral eligible for use at the Federal Reserve’s discount window.

The amount and type of liquidity resources we maintain can vary over time, based upon the results of stress scenarios required under the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other various regulatory liquidity requirements, such as the Liquidity Coverage Ratio (LCR), as well as additional stress scenarios required under our liquidity risk policy. These stress scenarios possess distinct characteristics, varying by cash flow assumptions, time horizon and qualifying liquidity sources, among other factors. Scenarios under our liquidity risk policy include market-wide, firm-specific and combined liquidity stresses. The LCR rule prescribes cash flow assumptions over a 30-day period and establishes qualifying criteria for high-quality liquid assets. We consider other factors in determining the amount and type of liquidity we maintain, such as economic and financial market conditions, seasonality in business operations, growth in our businesses, potential acquisitions or dispositions, the cost and availability of alternative liquidity sources and credit rating agency guidelines and requirements.
We believe that we currently maintain sufficient liquidity to meet all internal and regulatory liquidity requirements. As of December 31, 2020, we had a total of $54.6 billion in Cash and cash equivalents and Investment securities (which are substantially comprised of U.S. Government Treasury obligations). The increase of $21.7 billion from $32.9 billion as of December 31, 2019 was primarily driven by the decline in the balances of our Card Member loans and receivables and the growth in our direct retail deposits.
The investment income we receive on liquidity resources, such as cash, is less than the interest expense on the sources of funding for these balances. The net interest costsexpense to maintain these liquidity resources have been substantial. The level of future net interest costs depends on the amount of liquidity resources we maintain and the difference between our cost of funding these amounts and their investment yields. As the amount of our liquidity resources has substantially increased, the level of future net interest expense to maintain these resources is expected to be significant, as the investment income is less than the cost of funding.




67

Securitized Borrowing Capacity

As of December 31, 2017,2020, we maintained our committed, revolving, secured borrowing facility, with a maturity date of July 15, 2020,2022, which gives us the right to sell up to $3.0 billion face amount of eligible AAA notes from the American Express IssuanceCharge Trust. As the balance of Card Member receivables in the Charge Trust II (thefluctuates over time in line with business volumes, our capacity to draw on the Charge Trust).Trust facility may be reduced when volumes decline. We also maintained our committed, revolving, secured borrowing facility, with a maturity date of September 15, 2020,2022, which gives us the right to sell up to $2.0 billion face amount of eligible AAA certificates from the American Express Credit Account Master Trust (the Lending Trust). Both facilities are used in the ordinary course of business to fund seasonal working capital needs, as well as to further enhance our contingent funding resources. As of December 31, 2017, $3.0 billion was2020, no amounts were drawn on the Charge Trust facility which was subsequently repaid on January 16, 2018. No amounts were drawn onor the Lending Trust facility.

Federal Reserve Discount Window

As an insured depository institutions, Centurion Bank and American Express Bankinstitution, AENB may borrow from the Federal Reserve Bank of San Francisco, subject to the amount of qualifying collateral that theyit may pledge. The Federal Reserve has indicated that both credit and charge card receivables are a form of qualifying collateral for secured borrowings made through the discount window. Whether specific assets will be considered qualifying collateral and the amount that may be borrowed against the collateral remain at the discretion of the Federal Reserve.
We had approximately $68.0$64.8 billion as of December 31, 20172020 in U.S. credit card loans and charge card receivables that could be sold over time through our securitization trusts or pledged in return for secured borrowings to provide further liquidity, subject in each case to applicable market conditions and eligibility criteria.
Committed Bank Credit Facility

In addition to the secured borrowing facilities described earlier in this section,above, we maintained a committed syndicated bank credit facility as of December 31, 20172020 of $3.5 billion, which expires onwith a maturity date of October 16, 2020.15, 2022. The availability of this credit line is subject to our compliance with certain financial covenants principally the maintenance by American Express Credit Corporation (Credco), principally the maintenance by Credco of a certain1.25 ratio of its combined earnings, certain capital contributions and fixed charges, to fixed charges. As of December 31, 2017, we were2020 and 2019, Credco was in compliance with each of ourthese covenants. As of December 31, 2017,2020, no amounts were drawn on the committed credit facility. The capacityWe may, from time to time, use this facility in the ordinary course of business to fund working capital needs. Any undrawn portion of this facility could serve as backstop for the facility mainly served to further enhance our contingent funding resources.amount of commercial paper outstanding.
Our committed bank credit facility does not contain a material adverse change clause, which might otherwise preclude borrowing under the credit facility, nor is it dependent on our credit rating.



68

CASH FLOWS

The following table summarizes our cash flow activity, followed by a discussion of the major drivers impacting operating, investing and financing cash flows.


flows for the year ended December 31, 2020 compared to the year ended December 31, 2019.
TABLE 24:19: CASH FLOWS

(Billions) 2017  2016  2015 
Total cash provided by (used in):         
Operating activities $13.5  $8.3  $10.7 
Investing activities  (18.2)  1.9   (8.2)
Financing activities  12.2   (7.6)  (1.8)
Effect of foreign currency exchange rates on cash and cash equivalents  0.2   (0.2)  (0.2)
Net increase in cash and cash equivalents $7.7  $2.4  $0.5 



(Billions)202020192018
Total cash provided by (used in):
Operating activities$5.6 $13.6 $8.9 
Investing activities11.6 (16.7)(19.6)
Financing activities(9.1)(0.5)5.1 
Effect of foreign currency exchange rates on cash and cash equivalents0.4 0.2 0.1 
Net increase (decrease) in cash and cash equivalents$8.5 $(3.4)$(5.5)
Cash Flows from Operating Activities


Our cash flows from operating activities primarily include net income adjusted for (i) non-cash items included in net income, such as provisions for credit losses, depreciation and amortization, deferred taxes and stock-based compensation and (ii) changes in the balances of operating assets and liabilities, which can vary significantly in the normal course of business due to the amount and timing of payments.

The increasedecrease in net cash provided by operating activities was primarily driven by decreases in Net income and Accounts payable due to decreases in merchant payables reflecting the significant decline in billed business in the current period was driven by net income adjustedyear, and an increase in Other assets due to purchases of loyalty program points from certain of our cobrand partners. These points are held as prepaid assets until they are used for non-cash items, including changes in provisions for losses, depreciationrewards, promotions and amortization, deferred taxes and stock-based compensation, and changes in operating assets and liabilities, primarily accounts payable and other liabilities as a result of normal business operations.incentives.
Cash Flows from Investing Activities


Our cash flows from investing activities primarily include changes in Card Member loans and receivables, as well as changes in our available-for-sale investment securities portfolio.

The increase in net cash used inprovided by investing activities was primarily due to a decline in the current period primarily reflects growth inoutstanding balances of Card Member loans and receivables driven by a significant decline in Card Member spending during the period as well as the salesa result of the HFS portfolioscontinued impacts of the COVID-19 pandemic and the resulting containment measures, combined with pay down of outstanding balances by Card Members, partially offset by a net increase in the prior period. 

investment securities portfolio.
Cash Flows from Financing Activities


Our cash flows from financing activities primarily include changes in customer deposits, long-term debt and short-term borrowings, and customer deposits as well as our regular common share dividend payments and share repurchase program.

repurchases.
The increase in net cash provided byused in financing activities in the current period was primarily driven by an increasehigher net repayment of debt, partially offset by higher growth in customer deposits duringand the current period, versus a decrease insuspension of the prior period, and a net increase in long-term debt during the current period, versus a net decrease in the prior period.share repurchase program.






6269

Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS


We have identified both on- and off-balance sheet transactions, arrangements, obligations and other relationships that may have a material current or future effect on our financial condition, changes in financial condition, results of operations, or liquidity and capital resources.
CONTRACTUAL OBLIGATIONS

The table below identifies transactions that represent our contractually committed future obligations. Purchase obligations include our agreements to purchase goods and services that are enforceable and legally binding and that specify significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.


TABLE 25:20: COMMITTED FUTURE OBLIGATIONS BY YEAR

  
Payments due by year(a)
 
                
(Millions) 2018   2019-2020   2021-2022  2023 and thereafter  Total 
Long-term debt $11,934  $28,926  $10,527  $5,535  $56,922 
Interest payments on long-term debt(b)
  1,195   1,532   691   1,545   4,963 
Certificates of deposit  5,256   8,278   3,460      16,994 
Other long-term liabilities(c) (d)
  340   112   13   21   486 
Operating lease obligations  131   222   129   831   1,313 
Purchase obligations(e)
  454   294   141   7   896 
Deemed repatriation tax(f)
  8   286   268   1,141   1,703 
Total $19,318  $39,650  $15,229  $9,080  $83,277 
(a)The table above excludes approximately $0.8 billion of tax liabilities related to the uncertainty in income taxes as inherent complexities and the number of tax years currently open for examination in multiple jurisdictions do not permit reasonable estimates of payments, if any, to be made over a range of years. Refer to Note 21 to the “Consolidated Financial Statements” for additional information.
Payments due by year(a)
(Millions)20212022-20232024-20252026 and thereafterTotal
Long-term debt$11,829 $21,324 $5,757 $4,132 $43,042 
Certificates of deposit3,828 3,698 483 — 8,009 
Interest payments on long-term debt(b)
713 760 402 1,058 2,933 
Lease obligations141 273 232 1,024 1,670 
Deemed repatriation tax(c)
— 14 582 416 1,012 
Purchase obligations(d)
231 174 34 — 439 
Other long-term liabilities(e) (f)
243 36 38 323 
Total$16,985 $26,279 $7,496 $6,668 $57,428 
(b)Estimated interest payments were calculated using the effective interest rates as of December 31, 2017, and includes the effect of existing interest rate swaps. Actual cash flows may differ from estimated payments.
(a)The table above excludes approximately $0.8 billion of tax reserves related to the uncertainty in income taxes as inherent complexities and the number of tax years currently open for examination in multiple jurisdictions do not permit reasonable estimates of payments, if any, to be made over a range of years. Refer to Note 20 to the “Consolidated Financial Statements” for additional information.
(c)As of December 31, 2017, there were no minimum required contributions, and no contributions are currently planned, for the U.S. American Express Retirement Plan. For the U.S. American Express Retirement Restoration Plan and non-U.S. defined benefit pension and postretirement benefit plans, contributions in 2017 are anticipated to be approximately $48 million, and this amount has been included within other long-term liabilities. Remaining obligations under defined benefit pension and postretirement benefit plans aggregating $578 million have not been included in the table above as the timing of such obligations is not determinable. Additionally, other long-term liabilities do not include $7.8 billion of Membership Rewards liabilities, which are not considered long-term liabilities as Card Members in good standing can redeem points immediately, without restrictions, and because the timing of point redemption is not determinable.
(b)Estimated interest payments were calculated using the effective interest rates as of December 31, 2020, and includes the effect of existing interest rate swaps. Actual cash flows may differ from estimated payments.
(d)As of December 31, 2017, we had committed to provide funding related to certain tax credit investments resulting in a $373 million unfunded commitment included in other long-term liabilities. In addition to this amount, there was a further $66 million of contractual off-balance sheet obligations that have not been included in the table above as the timing of such obligations is not determinable. Refer to Note 7 to the “Consolidated Financial Statements” for additional information.
(c)Represents the remaining obligation under the Tax Act to pay a one-time transition tax on unrepatriated earnings and profits of certain foreign subsidiaries.
(e)The purchase obligation amounts represent either the early termination fees or non-cancelable minimum contractual obligations, as applicable, by period under contracts that were in effect as of December 31, 2017.
(d)The purchase obligation amounts represent either the early termination fees or non-cancelable minimum contractual obligations, as applicable, by period under contracts that were in effect as of December 31, 2020.
(f)Represents our estimated obligation under the Tax Act to pay the deemed repatriation tax on certain non-US earnings over eight years, which has been calculated on a provisional basis. Refer to Note 21 to the “Consolidated Financial Statements” for additional information.
(e)As of December 31, 2020, there were no minimum required contributions, and no contributions are currently planned, for the U.S. American Express Retirement Plan. For the U.S. American Express Retirement Restoration Plan and non-U.S. defined benefit pension and postretirement benefit plans, contributions in 2021 are anticipated to be approximately $47 million, and this amount has been included within other long-term liabilities. Remaining obligations under defined benefit pension and postretirement benefit plans aggregating $659 million have not been included in the table above as the timing of such obligations is not determinable. Additionally, other long-term liabilities do not include $9.8 billion of Membership Rewards liabilities, which are not considered long-term liabilities as Card Members in good standing can redeem points immediately, without restrictions, and because the timing of point redemption is not determinable.

(f)As of December 31, 2020, we had committed to provide funding related to certain tax credit investments resulting in a $208 million unfunded commitment included in other long-term liabilities. In addition to this amount, there was a further $106 million of contractual off-balance sheet obligations that have not been included in the table above as the timing of such obligations is not determinable. Refer to Note 6 to the “Consolidated Financial Statements” for additional information.
In addition to the contractual obligations noted in Table 25, as of December 31, 2017,20, we had $5.6 billion inhave financial commitments related to agreements with certain cobrand partners under which we are required to make a certain level of minimum payments over the life of the agreement, generally ranging from five to ten years. Such commitments are designed to be satisfied by the payments we make to such cobrand partners primarily based primarily on Card Members' spending and earning rewards on their cobrand cards and as we acquire new Card Members. In the event these payments do not fully satisfy the commitment, we generally pay the cobrand partner up to the amount of Card Member spendingthe commitment in exchange for an equivalent value of reward points. As of December 31, 2020, we had approximately $4 billion in such commitments outstanding and corresponding rewards earnedalso had certain cobrand arrangements that include commitments based on such spending and, under certain arrangements, onvariables, the number of accounts acquired and retained, allvalues of which we expect will fully satisfy these commitments. Such cobrand agreements generally range from fiveare not yet determinable and thus the amount is not quantifiable. Refer to eight years.Note 12 to the "Consolidated Financial Statements" for further information.
We also have off-balance sheet arrangements that include guarantees, indemnifications and certain other off-balance sheet arrangements.




70


Table of Contents
GUARANTEES


As of December 31, 2017,2020, we had guarantees and indemnifications totaling approximately $1 billion related primarily to real estate and business dispositions in the ordinary course of business. Refer to Note 1615 to the “Consolidated Financial Statements” for further discussion regarding our guarantees.
63

Table of Contents


CERTAIN OTHER OFF-BALANCE SHEET ARRANGEMENTS


As of December 31, 2017,2020, we had approximately $273$314 billion of unused credit outstandingavailable to Card Members as part of established lending product agreements. Total unused credit available to Card Members does not represent potential future cash requirements, as a significant portion of this unused credit will likely not be drawn. Our charge card products generally have no pre-set spending limit, and therefore are not reflected in unused credit available to Card Members.
We provide Card Member protection plans that covercovers losses associated with purchased products. The maximum potential liabilitygoods and services. We have an accrual of $58 million related to these plans is the portion of annual billed business for which timely and valid disputes may be raised under applicable law and relevant customer agreements. However, based on historical experience, we believe that this total amount is not representative of our actual potential loss exposure. The actual amount of the potential exposure cannot be quantified as the billed business volumes which may include or result in claims under these plans are not sufficiently estimable. Losses related to these protection plans were immaterial for the years ended December 31, 2017, 2016 and 2015.
To mitigate counterparty credit risk related to derivatives, we accepted non-cash collateral in the form of security interests in U.S. Treasury securities from our derivatives counterparties with a fair value of $18 million as of December 31, 2016, none2020. To date, we have not experienced significant losses related to this exposure; however, our historical experience may not be representative in the current environment given the economic and financial disruption cause by the COVID-19 pandemic and resulting containment measures. See "Arrangements with our business partners represent a significant portion of which was sold or repledged. There was no non-cash collateral held as of December 31, 2017.
Referour business. We are exposed to Notes 7risks associated with our business partners, including reputational issues, business slowdowns, bankruptcies, liquidations, restructurings and 13consolidations, and the possible obligation to make payments to our partners" under “Risk Factors” and Note 12 to the “Consolidated"Consolidated Financial Statements”Statements" for discussion regarding our other off-balance sheet arrangements.further information.


64



71

Table of Contents

RISK MANAGEMENT


GOVERNANCE
We use our comprehensive Enterprise-wide Risk Management (ERM) program to identify, aggregate, monitor, and manage risks. The program also defines our risk appetite, governance, culture and capabilities. The implementation and execution of the ERM program is headed by our Chief Risk Officer.
Risk management is overseen by our Board of Directors through three Board committees: the Risk Committee, the Audit and Compliance Committee, and the Compensation and Benefits Committee. Each committee consists entirely of independent directors and provides regular reports to the full Board regarding matters reviewed at their committee. The committees meet regularly in private sessions with our Chief Risk Officer, the Chief Compliance & Ethics Officer, the Chief Audit Executive and other senior management with regard to our risk management processes, controls, talent and capabilities. The Board monitors the “tone at the top,” our risk culture, and oversees emerging and strategic risks.
The Risk Committee of our Board of Directors provides oversight of our enterprise-wide risk managementERM framework, processes and methodologies. The Risk Committee approves our ERM policy. The ERM policy governs risk governance, risk oversight and risk appetite for risks, including individual credit risk, institutional credit risk, marketoperational risk, liquidity risk, operationalcompliance risk, reputational risk, compliancemarket risk, funding and liquidity risk, model risk, asset/liabilitystrategic and business risk, and strategic and businesscountry risk. Risk appetite defines the authorized risk limits to control exposures within our risk capacity and risk tolerance, including stressed forward-looking scenarios. In addition, it establishes principles for risk taking in the aggregate and for each risk type, and is supported by a comprehensive system for monitoring limits, escalation triggers and assessing control programs.
The Risk Committee reviews and concurs inwith the appointment, replacement, performance and compensation of our Chief Risk Officer and receives regular updates from the Chief Risk Officer on key risks, transactions and exposures.
The Risk Committee reviews our risk profile against the tolerances specified in the Risk Appetite Framework, including significant risk exposures, risk trends in our portfolios and major risk concentrations.
The Risk Committee also provides oversight of our compliance with BaselRegulatory capital and liquidity standards, our Internal Capital Adequacy Assessment Process, including its Comprehensive Capital Analysis and Review (CCAR) submissions, and resolution planning.the CCAR submissions.
The Audit and Compliance Committee of our Board of Directors reviews and approves compliance policies, which include our Compliance Risk Tolerance Statement. In addition, the Audit and Compliance Committee reviews the effectiveness of our Corporate-wide Compliance Risk Management Program. More broadly, this committee is responsible for assisting the Board in its oversight responsibilities relating to the integrity of our financial statements and financial reporting process, internal and external auditing, including the qualifications and independence of the independent registered public accounting firm and the performance of our internal audit services function, and the integrity of our systems of internal accounting and financial controls.
The Audit and Compliance Committee provides oversight of our Internal Audit Group. The Audit and Compliance Committee reviews and concurs inwith the appointment, replacement, performance and compensation of our Chief Audit Executive, who reports to the Audit and Compliance Committee, and approves Internal Audit’s annual audit plan, charter, policies, budget and budget.staffing levels, and overall risk assessment methodology. The Audit and Compliance Committee also receives regular updates on the audit plan’s status and results, including significant reports issued by Internal Audit and the status of our corrective actions.
The Compensation and Benefits Committee of our Board of Directors works with the Chief Risk Officer to ensure our overall compensation programs, as well as those covering our business units and risk-taking employees, appropriately balance risk with business incentives and how business performance is achieved without taking imprudent or excessive risk. Our Chief Risk Officer is actively involved in setting risk goals including for our business units.the Company. Our Chief Risk Officer also reviews the current and forward-looking risk profiles of each business unit and provides input into performance evaluation. The Chief Risk Officer meets with the Compensation and Benefits Committee and attests whether performance goals and results have been achieved without taking imprudent risks. The Compensation and Benefits Committee uses a risk-balanced incentive compensation framework to decide on our bonus pools and the compensation of senior executives.




72

Table of Contents
There are several internal management committees, including the Enterprise-wide Risk Management Committee (ERMC), chaired by our Chief Risk Officer. The ERMC is the highest-level management committee to oversee all firm-wide risks and is responsible for risk governance, risk oversight and risk appetite. It maintains the enterprise-wide risk appetite framework and monitors compliance with limits and escalations defined in it. The ERMC oversees implementation of risk policies company-wide. The ERMC reviews key risk exposures, trends and concentrations, significant compliance matters, and provides guidance on the steps to monitor, control and report major risks.
65

Table of Contents


In addition, the Asset Liability Committee, chaired by our Chief Financial Officer, is responsible for managing our capital, funding and liquidity, investment, market risk and asset/liability activities in accordance with our policies and in compliance with applicable regulatory requirements.
As defined in the ERM policy, we follow the “three lines of defense” approach to risk management. The first line of defense comprises functions and management committees directly initiating risk taking. BusinessThe Chief Executive Officer, business unit presidents ourand the Chief Credit Officer, Chief Market Risk Officer and Functional RiskFinancial Officer are part of the first line of defense. The second line comprises independent functions overseeing risk-taking activities of the first line. The Chief Risk Officer, the Chief Compliance & Ethics Officer, the Chief Operational Risk Officer and certain control groups, both at the enterprise level and within regulated entities, are part of the second line of defense. The global risk oversight team oversees the policies, strategies, frameworks, models, processes and capabilities deployed by the first line teams and provides challenges and independent assessments on how the first line of defense is managing risks.
Our Internal Audit Group constitutes the third line of defense and provides independent assessments and effective challenge of the first and second lines of defense.
In addition, the Asset Liability Committee, chaired by our Chief Financial Officer, is responsible for managing market, liquidity, asset/liability risk, capital and resolution planning.
CREDIT RISK MANAGEMENT PROCESS
Credit risk is defined as loss due to obligor or counterparty default or changes in the credit quality of a counterparty or security. Our credit risks are divided into two broad categories: individual and institutional. Each has distinct risk management capabilities, strategies, and tools. Business units that create individual or institutional credit risk exposures of significant importance are supported by dedicated risk management teams, each led by a Chief Credit Officer.
INDIVIDUAL CREDIT RISK


Individual credit risk arises principally from consumer and small business charge cards, credit cards, lines of credit, and term loans. These portfolios consist of millions of customers across multiple geographies, industries and levels of net worth. We benefit from the high-quality profile of our customers, which is driven by our brand, premium customer servicing, product features and risk management capabilities, which span underwriting, customer management and collections. Externally, theThe risk in these portfolios is generally correlated to broad economic trends, such as unemployment rates and gross domestic product (GDP) growth, which can affect customer liquidity.GDP growth.
The business unit leaders and their Chief Credit Officers take the lead in managing the individual credit risk process. These Chief Credit Officers are guided by the Individual Credit Risk Committee (ICRC), which is responsible for implementation and enforcement of the Individual Credit Risk Management Policy. This policy is further supported by subordinate policiesThe ICRC ensures compliance with ERMC guidelines and operating manuals covering decision logicprocedures and processes of credit extension, including prospecting, new account approvals, point-of-sale authorizations, credit line management and collections. The subordinate risk policies and operating manuals are designedescalates to ensure consistent application of risk management principles and standardized reporting of asset quality and loss recognition.the ERMC as appropriate. 
Individual creditCredit risk management is supported by sophisticated proprietary scoring and decision-making models that use the most up-to-date information on prospects and customers, such as spending and payment history and data feeds from credit bureaus. Additional data, such as commercial variables, are integrated to further mitigate small business risk. We have developed data-driven economic decision logic for customer interactions to better serve our customers.


INSTITUTIONAL CREDIT RISK
Institutional credit risk arises principally within our Global Commercial Services, Global Merchant Services, GNS, Prepaid ServicesGCS and Foreign Exchange ServicesGMNS businesses, as well as investment and liquidity management activities. Unlike individual credit risk, institutional credit risk is characterized by a lower loss frequency but higher severity. It is affected both by general economic conditions and by client-specific events. The absence of large losses in any given year or over several years is not necessarily representative of the level of risk of institutional portfolios, given the infrequency of loss events in such portfolios.
Similar to Individual Credit Risk,individual credit risk, business units taking institutional credit risks are supported by Chief Credit Officers. These officers are guided by the Institutional Risk Management Committee (IRMC), which is responsible for implementation and enforcement of the Institutional Credit Risk Management Policy and for providing guidance to the credit officers of each business unit with substantial institutional credit risk exposures. The committee, along with the business unit Chief Credit Officers, makes investment decisions in core risk capabilities, ensures proper implementation of the underwriting standards and contractual rights offor risk mitigation, monitors risk exposures, and determines risk mitigation actions. The IRMC formally reviews large institutional risk exposures to ensure compliance with ERMC guidelines and procedures and escalates them to the ERMC as appropriate. At the same time, the IRMC provides guidance to the business unit risk management teams to optimize risk-adjusted returns on capital. A centralized risk rating unit and a specialized airline risk group provideprovides risk assessment of our institutional obligors.



73

66


Exposure to the Airline and Travel Industry
We have multiple important cobrand, rewards, merchant acceptance and corporate payments arrangements with airlines. The ERM program evaluates the risks posed by our airline partners and the overall airline strategy companywidecompany-wide through comprehensive business analysis of global airlines.airlines, and the travel industry more broadly, including cruise lines, travel agencies and tour operators. Our largest airline partner is Delta, and this relationship includes an exclusive cobrand credit card partnershipspartnership and other arrangements including Membership Rewards redemption, merchant acceptance, travel and corporate payments. See "We face intense competition for partner relationships, which could result in a loss or renegotiation of these arrangements that could have a material adverse impact on our business and results of operations" and "Arrangements with our business partners represent a significant portion of our business. We are exposed to risks associated with our business partners, including reputational issues, business slowdowns, bankruptcies, liquidations, restructurings and consolidations, and the possible obligation to make payments to our partners" under “Risk Factors.”Factors” for additional information.
Debt Exposure
As part of our ongoing risk management process, we monitor our financial exposure to both sovereign and non-sovereign customers and counterparties, and measure and manage concentrations of risk by geographic regions, as well as by economic sectors and industries. A primary focus area for monitoring is credit deterioration due to weaknesses in economic and fiscal profiles. We evaluate countries based on the market assessment of the riskiness of their sovereign debt and our assessment of the economic and financial outlook and closely monitor those deemed high risk. As of December 31, 2017,2020, we considered our gross credit exposures to government entities, financial institutions and corporations in those countries deemed high risk to be individually and collectively not material.
OPERATIONAL RISK MANAGEMENT PROCESS
We defineconsider operational risk asto be the risk of not achieving business objectivesloss due to, among other things, inadequate or failed processes, people or information systems, or impacts from the external environment, including failures to comply with laws and regulations.regulations as well as impacts from relationships with third parties. Operational risk is inherent in all business activities and can impact an organization through direct or indirect financial loss, brand damage, customer dissatisfaction, or legal and regulatory penalties.
To appropriately measure and manage operational risk, we have implemented a comprehensive operational risk framework that is defined in the Operational Risk Management Policy approved by the Risk Committee. The Operational Risk Management Committee (ORMC), chaired by the Chief Operational Risk Officer, coordinates with all control groups on effective risk assessments and controls and oversees the preventive, responsive and mitigation efforts by Operational Excellence teams in the business units and staff groups.
We use the operational risk framework to identify, measure, monitor and report inherent and emerging operational risks. This framework, supervised by the ORMC, consists of (a) operational risk event capture, (b) a project office to coordinate issue management and control enhancements, (c) key risk indicators, such as customer complaints or pre-implementation test metrics, and (d) process and entity-level risk assessments.
The framework requires the assessment of operational risk events to determine root causes, impact to customers and/or us, and resolution plan accountability to correct any defect, remediate customers, and enhance controls and testing to mitigate future issues. The impact is assessed from an operational, financial, brand, regulatory compliance and legal perspective.




74

INFORMATION AND CYBER SECURITY
We have implemented an Information Security Programdefine information and Operating Modelcyber security risk as the risk that a security incident could impact the confidentiality, integrity or availability of American Express customer, colleague or proprietary information.
Our information and cyber security program is designed to protect the confidentiality, integrity, and availability of information and information systems from unauthorized access, use, disclosure, disruption, modification, or destruction.
Our Information Security Program The program is built upon a foundation of advanced security technology, a well-staffed and Operating Model arehighly trained team of experts, and robust operations based on the National Institute of Standards and Technology (NIST) Cybersecurity Common Standards Framework, which consistFramework. This consists of controls designed to identify, protect, detect, respond and recover from information and cyber security incidents. The framework defines risks and associated controls which are embeddedWe continue to invest in our processes and technology.  Those controls are measured and monitored by a combination of subject matter experts and a security operations center with our integrated cyber detection, response and recovery capabilities.
Chaired by the Chief Information Security Officer, our Information Security Risk Management Committee, a sub-committee of the ORMC, provides governance for our information security risk management program. In addition, the committee is responsible for establishing cyber risk tolerances and in managing cyber crisis preparedness. The Information Security and Technology Oversight team provides independent challenge and assessment of the information,enhancements to cyber security capabilities and technology risk management programs.engage in industry and government forums to promote advancements to the broader financial services cyber security ecosystem.
See “A significant operating disruption, a“A major information or cyber security incident or an increase in fraudulent activity could lead to reputational damage to our brand and significantmaterial legal, regulatory and financial exposure, and could reduce the use and acceptance of our charge and credit cards” under “Risk Factors” for additional information.
67




75

INFORMATION TECHNOLOGY
We define information technology risk as the risk that events or circumstances could compromise the processing, stability, capacity, performance, or resilience of information technology and cause financial, reputational, and/or regulatory impacts.
We manage information technology risk through our policies, procedures, governance structure, and control framework to preserve the confidentiality, integrity, and availability of systems and processes across the Company.
See “The uninterrupted operation of our information systems is critical to our success and a significant disruption could have a material adverse effect on our business and results of operations” under “Risk Factors” for additional information.
PRIVACY AND DATA GOVERNANCE
OurWe define privacy risk as the risk of financial loss, reputational damage, or regulatory or legal action resulting from decisions related to the violation of applicable laws, rules, regulations, contractual obligations, or the non-adherence to privacy policies, disclosures, or standards that apply to the processing of personal data.
The Global Privacy FrameworkPolicy establishes the privacy framework and Operating Model follow a similar structure.defines the American Express Data Protection & Privacy Principles, which governs the way we collect, use, store, share, transmit, delete or otherwise process our customer and colleague personal data globally. Chaired by the Chief Privacy Officer, ourthe Privacy Risk Management Committee, a sub-committee of the ORMC, provides oversight and governance for our privacy program.
DATA MANAGEMENT AND GOVERNANCE
We define data management and governance risk as the risk of inadequate data governance and/or data management practices adversely impacting the accuracy, completeness, timeliness, comprehensiveness or usability of data within or throughout its lifecycle.
Our Enterprise Data Governance Policy establishes the framework and requirements for defining in-scope critical data and outlining the elements for managing data as a critical corporate asset. This policy is approved by the ERMC.
Chaired by the Chief Data Officer, our Enterprise Data Committee, a sub-committee of the ERMC, provides governance and oversight for our enterprise-wide data governance and management activities. The committee is responsible for overseeing the standards and procedures, governance over the collection, notice, use, sharing, transfer, confidentialitystructure and retentionoversight framework, which includes independent assessments and validations, monitoring and reporting of personal data.

Our Enterprise Data Governance Frameworkdata governance and Policy defines governance requirements for data used in critical processes.management-related issues and concerns.
COMPLIANCE RISK MANAGEMENT PROCESS
We define compliance risk as the risk of legal or reputational harm, fines, monetary penalties and payment of damages or other forms of sanction as a result of non-compliance with applicable laws and/or regulations, rulesinternal policies and procedures and related practices, or standards of conduct.ethical standards.
We view our ability to effectively mitigate compliance risk as an important aspect of our business model. Our Global Compliance and Ethics organization is responsible for establishing and maintaining our corporate-wide Compliance Risk Management Program. Pursuant to this program, we seek to manage and mitigate compliance risk by assessing, controlling, monitoring, measuring and reporting the legal and regulatory risks to which we are exposed. The Compliance Risk Management Committee (CRMC), chaired by the Chief Compliance and Ethics Officer, is responsible for identifying, evaluating, managing, and escalating compliance risks. The CRMC has a dual reporting relationship directly to both the ERMC and the Audit and Compliance Committee.
We have a comprehensive Anti-Money Laundering program that monitors and reports suspicious activity to the appropriate government authorities. As part of that program, the Global Risk Oversight team provides independent risk assessment of the models and rules used by the Anti-Money Laundering team. In addition, the Internal Audit Group reviews the processes for practices consistent with regulatory guidance.



76

REPUTATIONAL RISK MANAGEMENT PROCESS

We define reputational risk as the risk that negative stakeholder reaction to our products, services, client and partner relationships, business activities and policies, management and workplace culture, or our response to unexpected events, could cause sustained critical media coverage, a decline in revenue or investment, talent attrition, litigation, or government or regulatory scrutiny.scrutiny.
We view protecting our reputation for excellent customer service, trust, security and high integrity as core to our vision of providing the world’s best customer experience and fundamental to our long-term success.

Our business leaders are responsible for considering the reputational risk implications of business activities and strategies and ensuring the relevant subject matter experts are engaged as needed. The ERMC is responsible for ensuring reputational risk considerations are included in the scope of appropriate subordinate risk policies and committees and properly reflected in all decisions escalated to the ERMC.
MARKET RISK MANAGEMENT PROCESS
Market risk is the risk to earnings or asset and liability values resulting from movements in market prices. Our market risk exposures include:


Interest rate risk due to changes in the relationship between interest rates on our assets (such as loans, receivables and investment securities) and our interest rates on our liabilities (such as debt and deposits); and
Foreign exchange risk related toinclude interest rate risk and foreign exchange risk. Interest rate risk is driven by the relationship between interest rates on assets (such as loans, receivables and investment securities) and interest rates on liabilities (such as debt and deposits). Foreign exchange risk arises from transactions, funding, investments and earnings in currencies other than the U.S. dollar.


Our Asset-Liability Management (ALM) and Market Riskrisk policies establish the framework that guides and governs market risk management, including quantitative limits and escalation triggers. These policies are approved by the RiskERMC, Asset Liability Committee of the Board of Directors or Market Risk Management Committee.
Market risk is managed by the Market Risk Management Committee. The Market Risk Oversight Officer provides an independent risk assessment and oversight over the policies and exposure management for market risk and ALMAsset Liability Management activities, as well as overseeing compliance with the Volcker Rule and otherassociated regulatory requirements. Market risk management is also guided and governed by policies covering the use of derivative financial instruments, funding, liquidity and investments.
Interest Rate Risk
We analyze a variety of interest rate scenarios to inform us of the potential impacts from interest rate changes on earnings and the value of assets, liabilities and the economic value of equity. Our interest rate exposure can vary over time as a result of, among other things, the proportion of our total funding provided by variable-andvariable and fixed-rate debt and deposits compared to our Card Member loans and receivables. Interest rate swaps are used from time to time to effectively convert debt issuances to (or from) variable-rate from (or to) fixed-rate. We do not engage in derivative financial instruments for trading purposes other than with respect to our Foreign Exchange International Payments business activities.fixed-rate, or vice versa. Refer to Note 1413 to the “Consolidated Financial Statements” for further discussion of our derivative financial instruments.
our balance sheet shifted substantially. There was a substantial net reduction in total fixed-rate assets within Card Member loans and Card Member receivables and an increase in certain floating-rate assets such as Cash and cash equivalents. As of December 31, 2017,2020, a hypothetical immediate 100 basis point increase in market interest rates would have a detrimental effectimpact of approximately $113 million on our annual net interest income of approximately $167 million.income. A hypothetical immediate 100 basis point decrease in market interest rates, which are assumed to remain at or above zero percent, would have a smaller but still detrimental impact on our annual net interest income. This measure first projects net interest income over the following twelve-month time horizon considering forecasted business growth and anticipated future market interest rates. The detrimental impact from a rate increasechanges is then measured by instantaneously increasing or decreasing the anticipated future interest rates by 100 basis points. It is further assumedOur estimated repricing risk assumes that our interest-rate sensitive assets and the majority of our liabilities that reprice within the twelve-month horizon generally reprice by 100 basis points. Our estimated repricing risk assumesthe same magnitude as benchmark rate changes. It is further assumed that, within our interest-rate sensitive liabilities, certain deposit liabilitiesdeposits reprice at a lower magnitudemagnitudes than benchmark rate movements, and the magnitude of this repricing in turn depends on, among other factors, the direction of rate movements. These assumptions are consistent with historical deposit repricing experience in the industry and within our own portfolio. Actual changes in our net interest income will depend on many factors, and therefore may differ from our estimated risk to changes in market interest rates.
In addition



77

LIBOR Transition
Due to paralleluncertainty surrounding the suitability and sustainability of LIBOR, central banks and global regulators have called for financial market participants to prepare for the discontinuance of LIBOR and the establishment of alternative reference rates.
We have financial instruments and commercial agreements that will be impacted by the discontinuance of LIBOR, including floating rate changes,debt and equity instruments, derivatives, borrowings and other contracts. We have established an enterprise-wide, cross-functional initiative to identify, assess and monitor risks associated with LIBOR, engage with the industry participants and regulators and to transition to new alternative reference rates. As part of this initiative, we are updating our net interest income is subjectoperational processes, IT systems and models for a timely transition.
See “The discontinuance of LIBOR may negatively impact our access to changes infunding and the relationship between market benchmark rates. For example, movements in Prime rate change the yield on a large portionvalue of our variable-rate U.S. lending receivablesfinancial instruments and loans, while LIBOR rates determine the effective interest rate on a significant portion of our outstanding funding. Differences in the rate of change of these two benchmark indices, commonly referred to as basis risk, would thus impact our net interest income. The detrimental effect on our net interest income of a hypothetical 10 basis point decrease in the spread between Prime and one-month LIBOR over the next twelve months is estimated to be $33 million. We currently have approximately $44 billion of Prime-based, variable-rate U.S. lending receivables and loans and $33 billion of LIBOR-indexed debt, including asset securitizations. The replacement of LIBOR as a benchmark rate can have a further detrimental impact on our LIBOR-indexed debt if rates suddenly rise as new market activity transfers to other benchmark curves, such as the Secured Overnight Financing Rate.commercial agreements” under “Risk Factors” for additional information.
Foreign Exchange Risk
Foreign exchange exposures arise in four principal ways: 1)(1) Card Member spending in currencies that are not the billing currency, 2)(2) cross-currency transactions and balances from our funding activities, 3)(3) cross-currency investing activities, such as in the equity of foreign subsidiaries, and 4)(4) revenues generated and expenses incurred in foreign currencies, which impact earnings.
These foreign exchange risks are managed primarily by entering into foreign exchange spot transactions or hedged with foreign exchange forward contracts when the hedge costs are economically justified and in notional amounts designed to offset pretax impacts from currency movements in the period in which they occur. As of December 31, 2017 and 2016,2020, foreign currency derivative instruments with total notional amounts of approximately $30 billion and $28$26 billion were outstanding, respectively.outstanding.
With respect to Card Member spending and cross-currency transactions, including related foreign exchange forward contracts outstanding, the impact of a hypothetical 10 percent strengthening of the U.S. dollar would result in anhave been immaterial impact to projected earnings as of December 31, 2017.2020. With respect to translation exposure of foreign subsidiary equity balances, including related foreign exchange forward contracts outstanding, a hypothetical 10 percent strengthening of the U.S. dollar would result in an immaterial reduction in other comprehensive income and equity as of December 31, 2017.2020. With respect to anticipated earnings denominated in foreign currencies for the next twelve months, the adverse impact on pretax income of a hypothetical 10 percent strengthening of the U.S. dollar related to anticipated overseas operating results for the next twelve months would be approximately $198$33 million as of December 31, 2017.2020.
To a much lesser extent, we are also subject to market risk arising from activities conducted by our Foreign Exchange International Payments business. We aim to minimize market risk from these activities through hedging, where appropriate, and the establishment of limits to define and protect the company from excessive exposure.limits.
The actual impact of interest rate and foreign exchange rate changes will depend on, among other factors, the timing of rate changes, the extent to which different rates do not move in the same direction or in the same direction to the same degree, changes in the cost, volume and mix of our hedging activities and changes in the volume and mix of our businesses.
FUNDING & LIQUIDITY RISK MANAGEMENT PROCESS
LiquidityFunding and liquidity risk is defined as our inability to meet our ongoing financial and business obligations as they become due at a reasonable cost.
Our Board-approved Liquidity Risk Policy establishes the framework that guides and governs liquidity risk management.
Funding and Liquidity risk is managed by the Funding and Liquidity Committee. In addition, the Market Risk Oversight Officer provides independent oversight of liquidity risk management. We manage liquidity risk by maintaining access to a diverse set of cash, readily-marketable securities and contingent sources of liquidity, such that we can continuously meet our business requirements and expected future financing obligations for at least a twelve-month period even in the event we are unable to raise new funds under our regular funding programs during a substantial weakening in economic conditions. We consider the trade-offs between maintaining too much liquidity, which can be costly and limit financial flexibility, and having inadequate liquidity, which may result in financial distress during a liquidity event.
Funding and Liquidity risk is managed at an aggregate consolidated level as well as at certain subsidiaries in order to ensure that sufficient and accessible liquidity resources are maintained. The Funding and Liquidity Committee reviews forecasts of our aggregate and subsidiary cash positions and financing requirements, approves funding plans designed to satisfy those requirements under normal and stressed conditions, establishes guidelines to identify the amount of liquidity resources required and monitors positions and determines any actions to be taken.

69




78

MODEL RISK MANAGEMENT PROCESS
We define model risk as the risk of adverse consequences, such as financial loss, poor business and strategic decision making, or damage to our reputation, from decisions based on incorrect or misused model outputs and reports.
We manage model risk through a comprehensive model governance framework, including policies and procedures for model development, independent model validation and change management capabilities that seek to minimize erroneous model methodology, outputs and misuse. We also assess model performance on an ongoing basis.
We utilize artificial intelligence and machine Learning (AI/ML) approaches for a variety of business use cases. We perform extensive reviews and testing to reduce the risk that these AI/ML techniques do not perform as intended.
STRATEGIC AND BUSINESS RISK MANAGEMENT PROCESS
Strategic and business risk is the risk related to our inability to achieve our business objectives due to poor strategic decisions, including decisions related to mergers, acquisitions, and divestitures, poor implementation of strategic decisions or declining demand for our products and services.
Strategic decisions are reviewed and approved by business leaders and various committees and must be aligned with company policies. We seek to manage strategic and business risks through risk controls embedded in these processes as well as overall risk management oversight over business goals. Existing product performance is reviewed periodically by committees and business leaders. Mergers, acquisitions and divestitures can only be approved following DealExecutive Committee due diligence, a comprehensive risk assessment by operational, market, credit and oversight leaders provided to the Chief Risk Officer and approval by either the Chief Risk Officer or appropriate risk committees. All new products and material changes in business processes are reviewed and approved by the New Products Committee and appropriate credit or risk committees.

COUNTRY RISK MANAGEMENT PROCESS

Country risk is defined as the risk that economic, social, and/or political conditions and events in a country might adversely impact us, primarily as a result of greater credit losses, increased operational or market risk or the inability to repatriate capital.

We manage country risk as part of the normal course of business. Policies and procedures establish country risk escalation thresholds to control and limit exposure, driven by processes that enable the monitoring of conditions in countries where we have exposure.



79

70


CRITICAL ACCOUNTING ESTIMATES


Refer to Note 1 to the “Consolidated Financial Statements” for a summary of our significant accounting policies. Certain of our accounting policies requiring significant management assumptions and judgments are as follows:
RESERVES FOR CARD MEMBER CREDIT LOSSES
Reserves for Card Member credit losses represent our best estimate of the probableexpected credit losses inherent in our outstanding portfolio of Card Member loans and receivables as of the balance sheet date. The CECL methodology, which became effective January 1, 2020, requires us to estimate lifetime expected credit losses by incorporating historical loss experience and current and future economic conditions over a reasonable and supportable period (R&S Period) beyond the balance sheet date.
In estimating theseexpected credit losses, we use statisticala combination of statistically based models and analyticalanalysis of the results produced by these models that analyze portfolio performanceto determine the quantitative and reflectqualitative components of our total balance sheet reserves for credit losses. These quantitative and qualitative components entail a significant amount of judgment. The primary areas of judgment regardingused in measuring the quantitative components of our reserves relate to the reserve.determination of the appropriate R&S Period, the modeling of the probability of and exposure at default, and the methodology to incorporate current and future economic conditions. We use these models and assumptions, combined with historical loss experience, to determine the reserve rates that are applied to the outstanding loan or receivable balances to produce our reserves for expected credit losses for the R&S Period. The models take into account several factors, including delinquency-based loss migration rates, loss emergence periods and averagequalitative component is intended to capture expected losses over an appropriate historical period, as well as expected future recoveries. We also consider whether to adjustthat may not have been fully captured in the quantitative reserve forcomponent. Through an established governance structure, we consider certain external and internal qualitative factors, thatincluding emerging portfolio characteristics and trends, which consequentially may increase or decrease the reserves for losses on Card Member loanscredit losses.
The R&S Period, which is approximately three years, represents the maximum time-period beyond the balance sheet date over which we can reasonably estimate expected credit losses, using all available portfolio information, current economic conditions and receivables.forecasts of future economic conditions. Card Member loan products do not have a contractual term and balances can revolve if minimum required payments are made, causing some balances to remain outstanding beyond the R&S Period. To determine expected credit losses beyond the R&S Period, we immediately revert to long-term average loss rates. Card Member receivable products are contractually required to be paid in full; therefore, we have assumed the balances will be either paid or written-off within the R&S Period.
Within the R&S Period, our models use past loss experience and current and future economic conditions to estimate the probability of default, exposure at default and expected recoveries to estimate net losses at default. A significant area of judgment relates to how we apply future Card Member payments to the reporting period balances when determining the exposure at default. The nature of revolving loan products inherently includes a relationship between future payments and spend behavior, which creates complexity in the application of how future payments are either partially or entirely attributable to the existing balance at the end of the reporting period. Using historical customer behavior and other factors, we have assumed that future payments are first allocated to interest and fees associated with the reporting period balance and future spend. We then allocate a portion of the payment to the estimated higher minimum payment amount due because of any future spend. Any remaining portion of the future payment is then allocated to the remaining reporting period balance.
CECL requires that the R&S Period include an assumption about current and future economic conditions. We incorporate multiple macroeconomic scenarios obtained from an independent third party. The estimated credit losses calculated from each macroeconomic scenario are reviewed and weighted to reflect management's judgment about uncertainty around the scenarios. These macroeconomic scenarios contain certain variables, including unemployment rates and real GDP, that are significant to our models.




80

Macroeconomic Sensitivity
To demonstrate the sensitivity of estimated credit losses to the macroeconomic scenarios, we compared our modeled estimates under a baseline scenario to that under a pessimistic downside scenario. For every 10 percentage points change in weighting from the baseline scenario to the pessimistic downside scenario, the estimated credit losses increased by approximately $200 million.
The modeled estimates under these scenarios were influenced by the duration, severity and timing of changes in economic variables within each scenario and these macroeconomic scenarios, under different conditions or using different assumptions, could result in significantly different estimated credit losses. It is difficult to estimate how potential changes in specific factors might affect the estimated credit losses, and current results may not be indicative of the potential future impact of macroeconomic forecast changes.
In addition, this sensitivity analysis relates only to the modeled credit loss estimates under two scenarios without considering management’s judgment on the relative weighting for those and other scenarios, including the weight that has been placed on downside scenarios at the balance sheet date, or any potential changes in other adjustments to the quantitative reserve component or the impact of management judgment for the qualitative reserve component, which may have a positive or negative effect on the results. Thus, the results of this sensitivity analysis are hypothetical and are not intended to estimate or reflect our expectations of any changes in the overall reserves for credit losses due to changes in the macroeconomic environment.
The following table reflects the range of key variables in the macroeconomic scenarios utilized for the computation of Reserves for Card Member credit losses as of December 31, 2020:
December 31, 2020
U.S. Unemployment Rate
Fourth quarter of 20207%
First quarter of 20217% - 8%
Fourth quarter of 20217% - 11%
Fourth quarter of 20226% - 12%
U.S. GDP Growth (Contraction) (a)
Fourth quarter of 20203%
First quarter of 20214% - (5%)
Fourth quarter of 20216% - (2%)
Fourth quarter of 20224% - 3%
(a)Real GDP quarter over quarter percentage change seasonally adjusted to annualized rates.
Refer to "Business Environment" and Table 3 in MD&A and Note 1 and Note 3 to the "Consolidated Financial Statements" for a further description of the impact of CECL, both at implementation and for the year ended December 31, 2020.
The process of estimating these reserves requires a high degree of judgment. To the extent historicalour expected credit experience, updated for any external and internal qualitative factors such as environmental trends, isloss models are not indicative of future performance, actual losses could differ significantly from our judgments and expectations, resulting in either higher or lower future provisions for Card Membercredit losses in any quarter.period.
As



81

LIABILITY FOR MEMBERSHIP REWARDS EXPENSE
The Membership Rewards program is our largest card-based rewards program. Card Members can earn points for purchases charged on their enrolled card products. A significant portion of our cards, by their terms, allow Card Members to earn bonus points for purchases at merchants in particular industry categories. Membership Rewards points are redeemable for a broad variety of rewards, including travel, shopping, gift cards, and covering eligible charges. Points typically do not expire, and there is no limit on the number of points a Card Member may earn. Membership Rewards expense is driven by charge volume on enrolled cards, customer participation in the program and contractual arrangements with redemption partners.
We record a Membership Rewards liability that represents the estimated cost of points earned that are expected to be redeemed by Card Members in the future. The Membership Rewards liability is impacted over time by enrollment levels, attrition, the volume of points earned and redeemed, and the associated redemption costs. We estimate the Membership Rewards liability by determining the URR and the WAC per point, which are applied to the points of current enrollees. Refer to Note 109 to the “Consolidated Financial Statements” for additional information.
The URR assumption is used to estimate the number of points earned by current enrollees that will ultimately be redeemed in future periods. We use statistical and actuarial models to estimate the URR of points earned to date by current Card Members based on redemption trends, card product type, enrollment tenure, card spend levels and credit attributes. The WAC per point assumption is used to estimate future redemption costs and is primarily based on redemption choices made by Card Members, reward offerings by partners, and Membership Rewards program changes. The WAC per point assumption is derived from the previous 12 months of redemptions and is adjusted as appropriate for certain changes in redemption costs that are not representative of future cost expectations.expectations and expected developments in redemption patterns.
We periodically evaluate our liability estimation process and assumptions based on developments in redemption patterns, cost per point redeemed, partner contract changes and other factors.
The process of estimating the Membership Rewards liability includes a high degree of judgment. Actual redemptions and associated redemption costs could differ significantly from our estimates, resulting in either higher or lower Membership Rewards expense.
Changes in the Membership Rewards URR and WAC per point have the effect of either increasing or decreasing the liability through the current period Marketing, promotion, rewards and Card Member servicesMembership Rewards expense by an amount estimated to cover the cost of all points previously earned but not yet redeemed by current enrollees as of the end of the reporting period. As of December 31, 2017,2020, an increase in the estimated URR of current enrollees of 25 basis points would increase the Membership Rewards liability and corresponding rewards expense by approximately $103$128 million. Similarly, an increase in the WAC per point of 1 basis point would increase the Membership Rewards liability and corresponding rewards expense by approximately $98$141 million.
FAIR VALUE MEASUREMENT


Our investment securities and derivative instruments are carried at fair value on the Consolidated Balance Sheets, which require management to make assumptions and apply judgments when assessing fair value.


The objective of a fair value measurement is to determine the price that would be received to sell an asset or paid to transfer a liability by utilizing the three-level hierarchy of inputs to valuation techniques used to measure fair value. When available, we use quoted market prices to determine fair value (Level 1). If quoted market prices are not available, we will measure fair value based on pricing models with significant observable inputs (Level 2). We do not have any financial instruments measured at fair value on a recurring basis using significant unobservable inputs (Level 3). For additional information on our fair value hierarchy, refer to Note 15 to the “Consolidated Financial Statements.”
Investment Securities
Our investment securities are mostly composed of fixed-income securities issued by states and municipalities in the United States, the U.S. Government and its Agencies and select foreign governments.
The fair value of our investment securities, including investments comprising defined benefit pension plan assets, are obtained primarily from third-party pricing services. The fair values provided by the pricing services are estimated using pricing models, where the inputs to those models are based on observable market inputs or recent trades of similar securities. We did not apply any adjustments to prices received from the pricing services used as of December 31, 2017 and 2016. For additional information on our investment securities, refer to Note 5 to the “Consolidated Financial Statements.”


Derivative Instruments


Our primary derivative instruments are interest rate swaps and foreign currency forward agreements.
The fair value of our derivative instruments is estimated internally by using third-party pricing models, where the inputs to those models are readily observable from actively quoted markets. For additional information on our derivatives and hedging activities, refer to Note 14 to the “Consolidated Financial Statements.”
In the measurement of fair value for our investment securities and derivative instruments, although the underlying inputs used in the pricing models are based on observable markets inputs, the pricing models do entail a certain amount of subjectivity, and therefore differing judgments in the underlying inputs, or how they are modeled, could result in a different estimate of fair value. While we rely on the third-party pricing model, we reaffirm our understanding of the valuation techniques at least annually and validate the valuation output on a quarterly basis.
GOODWILL RECOVERABILITY

Goodwill represents the excess of acquisition cost of an acquired business over the fair value of assets acquired and liabilities assumed. Goodwill is not amortized but is tested for impairment at the reporting unit level annually or when events or circumstances arise, such as adverse changes in the business climate, that would more likely than not reduce the fair value of the reporting unit below its carrying value. Our methodology for conducting this goodwill impairment testing contains both a qualitative and quantitative assessment.

We have the option to initially perform an assessment of qualitative factors in order to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The qualitative factors may include, but are not limited to, economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other company and reporting unit-specific events. If we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we then perform the impairment evaluation using a more detailed quantitative assessment. We could also directly perform this quantitative assessment for any reporting unit, bypassing the qualitative assessment.

Our methodology for conducting the quantitative goodwill impairment testing is fundamentally based on the measurement of fair value for our reporting units, which inherently entails the use of significant management judgment. For valuation, we use a combination of the income approach (discounted cash flows) and market approach (market multiples) in estimating the fair value of our reporting units.




82

When preparing discounted cash flow models under the income approach, we estimate future cash flows using the reporting unit’s internal multi-year forecast, and a terminal value calculated using a growth rate that we believe is appropriate in light of current and expected future economic conditions. To discount these cash flows we use our expected cost of equity, determined using a capital asset pricing model. When using the market method under the market approach, we apply comparable publicly traded companies’ multiples (e.g., earnings, revenues) to our reporting units’ actual results. The judgment in estimating forecasted cash flows, discount rates and market comparables is significant, and imprecision could materially affect the fair value of our reporting units.

We could be exposed to an increased risk of further goodwill impairment if future operating results or macroeconomic conditions differ significantly from management’s current assumptions.
INCOME TAXES


We are subject to the income tax laws of the United States, its states and municipalities and those of the foreign jurisdictions in which we operate. These tax laws are complex, and the manner in which they apply to the taxpayer’s facts is sometimes open to interpretation. In establishing a provision for income tax expense, we must make judgments about the application of inherently complex tax laws.
In particular, the Tax Act is complex and requires interpretation of certain provisions to estimate the impact on our income tax expense. The estimates are based on the information available and our current interpretation of the Tax Act, and may change due to changes in interpretations and assumptions we make and additional guidance or context from the Internal Revenue Service, the U.S. Treasury Department, the Financial Accounting Standards Board or others regarding the Tax Act. Our accounting for the impacts of the Tax Act is provisional and actual income tax expense could differ from our estimates. Refer to Note 21 to the “Consolidated Financial Statements” for additional information.


Unrecognized Tax Benefits
We establish a liability for unrecognized tax benefits, which are the differences between a tax position taken or expected to be taken in a tax return and the benefit recognized in the financial statements.
In establishing a liability for an unrecognized tax benefit, assumptions may be made in determining whether, and the extent to which, a tax position should be sustained. A tax position is recognized only when it is more likely than not to be sustained upon examination by the relevant taxing authority, based on its technical merits. The amount of tax benefit recognized is the largest benefit that we believe is more likely than not to be realized on ultimate settlement. As new information becomes available, we evaluate our tax positions and adjust our unrecognized tax benefits, as appropriate.
Tax benefits ultimately realized can differ from amounts previously recognized due to uncertainties, with any such differences generally impacting the provision for income tax.
Deferred Tax Asset Realization
Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using the enacted tax rates expected to be in effect for the years in which the differences are expected to reverse.
Since deferred taxes measure the future tax effects of items recognized in the Consolidated Financial Statements, certain estimates and assumptions are required to determine whether it is more likely than not that all or some portion of the benefit of a deferred tax asset will not be realized. In making this assessment, we analyze and estimate the impact of future taxable income, reversing temporary differences and available tax planning strategies. These assessments are performed quarterly, taking into account any new information.
Changes in facts or circumstances can lead to changes in the ultimate realization of deferred tax assets due to uncertainties.



83

OTHER MATTERS

RECENTLY ISSUED ACCOUNTING STANDARDS


Refer to the Recently Issued and Adopted Accounting Standards section of Note 1 to the “Consolidated Financial Statements.”


GLOSSARY OF SELECTED TERMINOLOGY


Adjusted net interest income — A non-GAAP measure that represents net interest income attributable to our Card Member loans and loans HFS (which includes, on a GAAP basis, interest that is deemed uncollectible), excluding the impact of interest expense and interest income not attributable to our Card Member loans. We believe adjusted net interest income is useful to investors because it represents the interest expense and interest income attributable to our Card Member loan portfolio and it is
Airline-related volume — Represents spend at airlines as a component of net interest yield on average Card Member loans.merchant.
Asset securitizations — Asset securitization involves the transfer and sale of loans or receivables to a special-purpose entity created for the securitization activity, typically a trust. The trust, in turn, issues securities, commonly referred to as asset-backed securities, that are secured by the transferred loans and receivables. The trust uses the proceeds from the sale of such securities to pay the purchase price for the underlyingtransferred loans or receivables. The securitized loans and receivables of our Lending Trust and Charge Trust (collectively, the Trusts) securitized are reported as assets and the securities issued by the Trusts are reported as liabilities on our “ConsolidatedConsolidated Balance Sheets.
Average discount rate —This calculation is generally designed to reflect the average pricing at all merchants accepting general-purpose American Express cards. Itcards and represents the percentage of billed business (generated from both proprietary and GNS Card Member spending)billed business retained by us from merchants we acquire, or forfrom merchants acquired by a third partyparties on our behalf, net of amounts retained by such third party.parties. The average discount rate, together with billed business, drive our discount revenue.
Basic cards-in-force — Proprietary basic consumer cards-in-force includes basic cards issued to the primary account owner, (i.e., not including additional supplemental cards issued on accounts). Proprietary basic small business and corporate cards-in-force includes both basic and supplemental cards issued. Non-proprietary basic cards-in-force includes cards that are issued and outstanding under network partnership agreements, except for supplemental cards and retail cobrand Card Member accounts which have had no out-of-store spending activity during the prior twelve-month period.
Billed businessIncludes activitiesRepresents transaction volumes (including cash advances) related to proprietaryon cards and other payment products issued by American Express (proprietary billed business) and cards issued under network partnership agreements (non-proprietarywith banks and other institutions, including joint ventures (GNS billed business), corporate payment services and certain insurance fees charged on proprietary cards.. In-store spending activity within GNS retail cobrand portfolios, in GNS, from which we earn no revenue, is not included in non-proprietary billed business. Card billedBilled business is included inreported as inside the United States or outside the United States based on where the issuer is located.location of the issuer. Billed business, together with the average discount rate, drive our discount revenue.
Capital ratios — Represents the minimum standards established by the regulatory agencies as a measure to determine whether the regulated entity has sufficient capital to absorb on- and off-balance sheet losses beyond current loss accrual estimates. Refer to the Capital Strategy section under “Consolidated Capital Resources and Liquidity” for further related definitions under Transitional Basel III and Fully Phased-in Basel III.
Cards-in-force — Represents the number of cards that are issued and outstanding by American Express (proprietary cards-in-force) and cards issued and outstanding under network partnership agreements with banks and other institutions, including joint ventures (GNS cards-in-force), except for GNS retail cobrand cards that had no out-of-store spending activity during the prior twelve months. Basic cards-in-force excludes supplemental cards issued on consumer accounts. Cards-in-force is useful in understanding the size of our Card Member base.
Card Member— The individual holder of an issued American Express-branded charge, credit and certain prepaid cards.card.
Card Member loans — Represents the outstanding amount due from Card Members for charges made on their American Express credit cards, as well as any interest charges and card-related fees. Card Member loans also include revolving balances on certain American Express charge card products.
Card Member loans and receivables HFS — Beginning as of December 1, 2015 and continuing until the sales were completed, represents Card Member loans and receivables related to our cobrand partnerships with Costco in the United States and JetBlue. The JetBlue and Costco portfolio sales were completed on March 18 and June 17, 2016, respectively.
Card Member receivables — Represents the outstanding amount due from Card Members for charges made on their American Express charge cards, as well as any card-related fees.fees, other than revolving balances on certain American Express charge cards with Pay Over Time features. Such revolving balances are included within Card Member loans.
Charge cards — Represents cards that generally carry no pre-set spending limits and are primarily designed as a method of payment and not as a means of financing purchases. Charge Card Members generally must pay the full amount billed each month. No finance charges are assessed on charge cards. Each charge card transaction is authorized based on its likely economics reflecting a Card Member’s most recent credit information and spend patterns. Some charge card accountscards have additional Pay Over Time feature(s) that allow revolving of certain charges.

74



84

Cobrand cards— Cards issued under cobrand agreements with selected commercial firms.partners. Pursuant to the cobrand agreements, we make payments to our cobrand partners, which can be significant, based primarily on the amount of Card Member spending and corresponding rewards earned on such spending and, under certain arrangements, on the number of accounts acquired and retained. In some cases, theThe partner is then liable for providing rewards to the Card Member under the cobrand partner’s own loyalty program.
Credit cards — Represents cards that have a range of revolving payment terms, grace periods, and rate and fee structures.
Discount revenueRepresents revenuePrimarily represents the amount earned from fees generally charged toon transactions occurring at merchants whothat have entered into a card acceptance agreement. The discount fee generally is deducted from our paymentagreement with us, a GNS partner or other third-party merchant acquirer, for facilitating transactions between the merchants and Card Member purchases. Discount revenue is reduced by incentive payments made to merchants, payments to third-party card issuing partners, cash-back reward costs and statement credits, corporate incentive payments and other similar items.Members.
Interest expense— Includes interest incurred primarily to fund Card Member loans and receivables, general corporate purposes and liquidity needs, and is recognized as incurred.needs. Interest expense is divided principally into two categories: (i) deposits, which primarily relates to interest expense on deposits taken from customers and institutions, and (ii) debt, which primarily relates to interest expense on our long-term financing and short-term borrowings, (e.g., commercial paper, federal funds purchased, bank overdrafts and other short-term borrowings), as well as the realized impact of derivatives hedging interest rate risk on our long-term debt.
Interest income— Includes (i) interest on loans, (ii) interest and dividends on investment securities and (iii) interest income on deposits with banks and other.
Interest on loans— Assessed using the average daily balance method for Card Member loans and loans HFS.loans. Unless the loan is classified as non-accrual, interest is recognized based upon the principal amount outstanding in accordance with the terms of the applicable account agreement until the outstanding balance is paid or written off.
Interest and dividends on investment securities— Primarily relates to our performing fixed-income securities. Interest income is recognized as earned using the effective interest method, which adjusts the yield for security premiums and discounts, fees and other payments, so a constant rate of return is recognized on the outstanding balance of the related investment security throughout its term. Amounts are recognized until securities are in default or when it is likely that future interest payments will not be made as scheduled.
Interest income on deposits with banks and otherRecognized as earned, and primarilyPrimarily relates to the placement of cash in excess of near-term funding requirements in interest-bearing time deposits, overnight sweep accounts, and other interest-bearing demand and call accounts.
Liquidity Coverage Ratio Loyalty Coalitions RepresentsPrograms that enable consumers to earn rewards points and use them to save on purchases from a variety of participating merchants through multi-category rewards platforms. Merchants in these programs generally fund the minimum standards establishedconsumer offers and are responsible to us for the cost of rewards points; we earn revenue from operating the loyalty platform and by the regulatory agencies as a measure to determine whether the regulated entity has sufficient liquidity to meet liquidity needs in periods of financial and economic stress.providing marketing support.
Merchant acquisition — Represents our process of entering into agreements with merchants to accept American Express-branded cards.
Net card fees — Represents the card membership fees earned during the period. These fees areperiod recognized as revenue over the covered card membership period (typically one year), net of the provision for projected refunds for Card Membership cancellation and deferred acquisition costs.
Net interest yield on average Card Member loans — A non-GAAP measure that is computed by dividing adjusted net interest income by average Card Member loans, computed on an annualized basis. Reserves and net write-offs related to uncollectible interest are recorded through provisionsprovision for credit losses and are thus not included in the net interest yield calculation. We believe net interest yield on average Card Member loans is useful to investors because it provides a measure of profitability of our Card Member loan portfolio.
Net loss ratio — Represents the ratio of GCP charge card write-offs, consisting of principal (resulting from authorized transactions) and fee components, less recoveries, on Card Member receivables expressed as a percentage of gross amounts billed to corporate Card Members.
Net write-off rateprincipal only — Represents the amount of proprietary consumer or small business Card Member loans or receivables written off, consisting of principal (resulting from authorized transactions), less recoveries, as a percentage of the average loan or receivablesreceivable balance during the period.
Net write-off rateprincipal, interest and fees— Includes, in the calculation of the net write-off rate, amounts for interest and fees in addition to principal for Card Member loans, and fees in addition to principal for Card Member receivables.
Operating expenses — Represents salaries and employee benefits, professional services, occupancy and equipment, and other expenses.
75




85

Reserve build (release) — Represents the portion of the provisions for credit losses for the period related to increasing or decreasing reserves for credit losses as a result of, among other things, changes in volumes, macroeconomic outlook, portfolio composition and credit quality of portfolios. Reserve build represents the amount by which the provision for credit losses exceeds net write-offs, while reserve release represents the amount by which net write-offs exceed the provision for credit losses.
Return on average equity — Calculated by dividing one-year period net income by one-year average total shareholders’ equity.
Total cards-in-force T&E-related volume Represents the total number of chargespend on travel and credit cards that are issuedentertainment, which primarily includes airline, cruise, lodging and outstanding and accepted on our network. Non-proprietary cards-in-forcedining merchant categories. Non-T&E-related volume includes spend in all charge and credit cards that are issued and outstanding under network partnership agreements, except for retail cobrand Card Member accounts which have no out-of-store spending activity during the prior twelve-month period.

other merchant categories.




86

Table of Contents
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. The forward-looking statements, which address our expectedcurrent expectations regarding business and financial performance, among other matters, contain words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely,” “estimate,” “predict,” “potential,” “continue” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. Factors that could cause actual results to differ materially from these forward-looking statements, include, but are not limited to, the following:
our ability to grow in the future, which will depend in part on the following: revenues growing consistently with current expectations, which could be impacted by, among other things, the factors identified in the subsequent bullet; credit performance remaining consistent with current expectations; the impact of any future contingencies, including, but not limited to, litigation-related settlements, judgments or expenses, the imposition of fines or civil money penalties, an increase in Card Member reimbursements, restructurings, impairments and changes in reserves; the ability to continue to realize benefits from restructuring actions and manage operating expense growth; the amount we spend on Card Member engagement and our ability to drive growth from such investments; changes in interest rates beyond current expectations (including the impact of hedge ineffectiveness and deposit rate increases); a greater impact from certain cobrand agreements than expected, which could be affected by volumes and Card Member engagement; the impact of regulation and litigation, which could affect the profitability of our business activities, limit our ability to pursue business opportunities, require changes to business practices or alter our relationships with partners, merchants and Card Members; our tax rate remaining in line with current expectations, which could be impacted by, among other things, changes in interpretations and assumptions we have made and actions we may take as a result of the Tax Act, our geographic mix of income, further changes in tax laws and regulation, unfavorable tax audits and other unanticipated tax items; and the impact of accounting changes and reclassifications;
our ability to rebuild growth momentum and improve our financial performance to pre-pandemic levels, which will depend in part on a recovery in consumer travel and therefore on how soon lockdowns ease, travel restrictions lift and the general public begins to feel comfortable traveling again; discount revenue recovering broadly in-line with billed business; credit performance and reserve levels; identifying attractive investment opportunities that help rebuild growth momentum, product innovation and the pace at which we wind down our value injection efforts; our ability to control operating expenses and generate operating expense leverage; the effective tax rate remaining consistent with current expectations; and our ability to resume our share repurchase program; any of which could be impacted by, among other things, the factors identified in the subsequent paragraphs;
our ability to grow revenues net of interest expense and maintain billings momentum, which could be impacted by, among other things, weakening economic conditions in the United States or internationally, a decline in consumer confidence impacting the willingness and ability of Card Members to sustain and grow spending, continued growth of Card Member loans, a greater erosion of the average discount rate than expected, the strengthening of the U.S. dollar, more cautious spending by large and global corporate Card Members, the willingness of Card Members to pay higher card fees, lower spending on new cards acquired than estimated; and will depend on factors such as our success in addressing competitive pressures and implementing our strategies and business initiatives, including growing profitable spending from existing  and new Card Members, increasing penetration among middle market and small business clients, expanding our international footprint and increasing merchant acceptance;
our ability to grow billed business, revenues and EPS, which could be impacted by, among other things, uncertainty regarding the continued spread of COVID-19 (including new variants) and severity of the pandemic and the availability, distribution and use of effective treatments and vaccines; a further deterioration in global economic and business conditions; consumer and business spending not growing in line with expectations, including T&E spending not rebounding to 2019 levels by the end of 2021; an inability or unwillingness of Card Members to pay amounts owed to us; insufficient governmental stimulus and relief programs to address the ongoing impact of the pandemic; prolonged measures to contain the spread of COVID-19 (including travel restrictions) or premature easing of such containment measures, both of which could further exacerbate the effects on business activity and our Card Members, partners and merchants; health concerns associated with the pandemic continuing to affect consumer behavior, spending levels and preferences, and travel patterns and demand even after government restrictions are lifted and economies reopen; our inability to effectively manage risk in an uncertain environment; market volatility, changes in capital and credit market conditions and the availability and cost of capital; issues impacting brand perceptions and our reputation; the amount and efficacy of investments in share, scale and relevance; an inability of business partners to meet their obligations to us and our customers due to slowdowns or disruptions in their businesses, bankruptcy or liquidation, or otherwise; the impact of any future contingencies, including, but not limited to, restructurings, impairments, changes in reserves, legal costs, the imposition of fines or civil money penalties and increases in Card Member reimbursements; and the impact of regulation and litigation, which could affect the profitability of our business activities, limit our ability to pursue business opportunities, require changes to business practices or alter our relationships with partners, merchants and Card Members;
changes in the substantial and increasing worldwide competition in the payments industry, including competitive pressure that may impact the prices we charge merchants that accept our cards, competition for cobrand relationships, competition from new and non-traditional competitors and the success of marketing, promotion or rewards programs;
future credit performance and the amount and timing of future credit reserve builds and releases, which will depend in part on changes in consumer behavior that affect loan and receivable balances (such as paydown and revolve rates) and delinquency and write-off rates; macroeconomic factors such as unemployment rates, GDP and the volume of bankruptcies; the impact of the CECL methodology; collections capabilities and recoveries of previously written-off loans and receivables; the enrollment in, and effectiveness of, hardship programs and troubled debt restructurings; the availability of government stimulus programs for borrowers; and governmental actions that provide forms of relief with respect to certain loans and fees, such as limiting debt collections efforts and encouraging or requiring extensions, modifications or forbearance;
the erosion of the average discount rate by a greater amount than anticipated, including as a result of changes in the mix of spending by location and industry, merchant negotiations (including merchant incentives, concessions and volume-related pricing discounts), competition, pricing regulation (including regulation of competitors’ interchange rates in the European Union and elsewhere), a greater shift of existing merchants into the OptBlue program and other factors;
net interest income and the growth rate of loans outstanding being higher or lower than current expectations, which will depend on the behavior of Card Members and their actual spending and borrowing patterns; our ability to effectively manage risk and enhance Card Member value propositions; changes in interest rates and our cost of funds; credit actions, including line size and other adjustments to credit availability; and the effectiveness of our strategies to capture a greater share of existing Card Members’ spending and borrowings, reduce Card Member attrition and attract new customers;
our delinquency and write-off rates and growth of provisions for losses being higher than current expectations, which will depend in part on changes in the level of loan balances and delinquencies, mix of loan balances, loans and receivables related to new Card Members and other borrowers performing as expected, credit performance of new and enhanced lending products, unemployment rates, the volume of bankruptcies and recoveries of previously written-off loans;
the actual amount we spend on marketing in the future, which will be based in part on continued changes in macroeconomic conditions and business performance; management’s identification and assessment of attractive investment opportunities and the receptivity of Card Members and prospective customers to advertising and customer acquisition initiatives; the pace at which we wind down our value injections efforts; our ability to balance expense control and investments in the business; and management’s ability to realize efficiencies and optimize investment spending;
our ability to continue to grow loans faster than the industry, which may be affected by increasing competition, brand perceptions and reputation, our ability to manage risk in a growing Card Member loan portfolio, and the behavior of Card Members and their actual spending and borrowing patterns, which in turn may be driven by our ability to issue new and enhanced card products, offer attractive non-card lending products, capture a greater share of existing Card Members’ spending and borrowings, reduce Card Member attrition and attract new customers;
the actual amount to be spent on Card Member rewards and services and business development, and the relationship of these variable customer engagement costs to revenues, which could be impacted by continued changes in macroeconomic conditions and Card Member behavior as it relates to their spending patterns (including the level of spend in bonus categories) and the redemption of rewards and offers (including travel redemptions); the costs related to reward point
76




87

Table of Contents

redemptions; Card Members’ interest in the value propositions we offer; further enhancements to product benefits to make them attractive to Card Members, potentially in a manner that is not cost-effective; and new and renegotiated contractual obligations with business partners;
our net interest yield on average Card Member loans not remaining consistent with current levels, which will be influenced by, among other things, interest rates, changes in consumer behavior that affect loan balances, such as paydown rates, Card Member acquisition strategy, product mix, cost of funds, credit actions, including line size and other adjustments to credit availability, potential pricing changes and deposit rates, which could be impacted by, among other things, changes in benchmark interest rates, competitive pressure and regulatory constraints;
our ability to control our operating expenses and the actual amount we spend on operating expenses in the future, which could be impacted by, among other things, management’s decision to increase or decrease spending in such areas as technology, business and product development, sales force, premium servicing and digital capabilities depending on overall business performance; our ability to innovate efficient channels of customer interactions, such as chat supported by artificial intelligence; restructuring activity; fraud costs; information security or compliance expenses or consulting, legal and other professional services fees, including as a result of litigation or internal and regulatory reviews; the level of M&A activity and related expenses; the payment of civil money penalties, disgorgement, restitution, non-income tax assessments and litigation-related settlements; impairments of goodwill or other assets; the impact of changes in foreign currency exchange rates on costs; and higher-than-expected inflation;
rewards expense and cost of Card Member services growing inconsistently from expectations, which will depend in part on Card Member behavior as it relates to their spending patterns, including the level of spend in bonus categories, and the redemption of rewards and offers, as well as the degree of interest of Card Members in the value proposition we offer; increasing competition, which could result in greater rewards offerings; our ability to enhance card products and services to make them attractive to Card Members; and the amount we spend on the promotion of enhanced services and rewards categories and the success of such promotion;
net card fees not growing consistent with current expectations, which could be impacted by, among other things, the further deterioration in macroeconomic conditions impacting the ability and desire of Card Members to pay card fees; higher Card Member attrition rates; Card Members continuing to be attracted to our premium card products and the pace of Card Member acquisition activity; and our inability to address competitive pressures and implement our strategies and business initiatives, including introducing new and enhanced benefits and services that are designed for the current environment;
the actual amount to be spent on Card Member engagement, which will be based in part on management’s assessment of competitive opportunities; overall business performance and changes in macroeconomic conditions; the actual amount of advertising and Card Member acquisition costs; our ability to continue to shift Card Member acquisition to digital channels; contractual obligations with business partners and other fixed costs and prior commitments; management’s ability to identify attractive investment opportunities and make such investments, which could be impacted by business, regulatory or legal complexities; and our ability to realize efficiencies, optimize investment spending and control expenses to fund such spending;
a further decline of the average discount rate, including as a result of further changes in the mix of spending by location and industry (including the pace of recovery in T&E spending), merchant negotiations (including merchant incentives, concessions and volume-related pricing discounts), competition, pricing regulation (including regulation of competitors’ interchange rates) and other factors;
our ability to manage operating expense growth, which could be impacted by the need to increase significant categories of operating expenses, such as consulting or professional fees, including as a result of increased litigation, compliance or regulatory-related costs, or fraud costs; continuing to implement and achieve benefits from reengineering plans, which could be impacted by factors such as an inability to mitigate the operational and other risks posed by potential staff reductions and underestimating hiring and other employee needs; higher than expected employee levels; the impact of changes in foreign currency exchange rates on costs; the payment of civil money penalties, disgorgement, restitution, non-income tax assessments and litigation-related settlements; impairments of goodwill or other assets; management’s decision to increase or decrease spending in such areas as technology, business and product development and sales forces; greater than expected inflation; the impact of accounting changes and reclassifications; and the level of M&A activity and related expenses;
our tax rate not remaining consistent with current expectations, which could be impacted by, among other things, our geographic mix of income, further changes in tax laws and regulation, unfavorable tax audits and other unanticipated tax items;
our ability to satisfy our commitments to certain of our cobrand partners as part of the ongoing operations of the business, which will be impacted in part by competition, brand perceptions and reputation, and our ability to develop and market value propositions that appeal to current cobrand Card Members and new customers and offer attractive services and rewards programs, which will depend in part on ongoing investment in marketing and promotion expenses, new product innovation and development, Card Member acquisition efforts and enrollment processes, including through digital channels, and infrastructure to support new products, services and benefits;
changes in the substantial and increasing worldwide competition in the payments industry, including competitive pressure that may materially impact the prices charged to merchants that accept American Express cards, competition for new and existing cobrand relationships, competition from new and non-traditional competitors and the success of marketing, promotion and rewards programs;
changes affecting our plans regarding the return of capital to shareholders through dividends and share repurchases, which will depend on factors such as the pace at which we are able to rebuild our capital levels, including from earnings and a lower effective tax rate; the approval of our capital plans by our primary regulators; the amount we spend on acquisitions of companies; and our results of operations and economic environment in any given period;
changes affecting our plans regarding the return of capital to shareholders, including resuming our share repurchases in the first quarter of 2021, which will depend on factors such as capital levels and regulatory capital ratios; changes in the stress testing and capital planning process; our results of operations and financial condition; our credit ratings and rating agency considerations; and the economic environment and market conditions in any given period;
implementation of legislation and additional guidance or context from the Internal Revenue Service, the U.S. Treasury Department, state and foreign taxing authorities, the Financial Accounting Standards Board or others regarding the Tax Act, and any future changes or amendments to that legislation;
our ability to increase Card Member acquisition activities, provide additional value to Card Members and refresh our premium products, which will be impacted in part by competition, brand perceptions and reputation, and our ability to develop and market value propositions that appeal to Card Members and new customers and offer attractive services and rewards programs, which will depend in part on ongoing investments in Card Member acquisition efforts, addressing changing customer behaviors, new product innovation and development, and enrollment processes, including through digital channels, and infrastructure to support new products, services and benefits;
changes in global economic and business conditions, consumer and business spending, the availability and cost of capital, unemployment rates, geopolitical conditions, foreign currency rates and interest rates, all of which may significantly affect demand for and spending on American Express cards, delinquency rates, loan balances and other aspects of our business and results of operations;
our ability to grow commercial payments, including through cash flow and supplier payment solutions, which will depend in part on competition, the willingness and ability of companies to use such solutions for procurement and other business expenditures, our ability to offer attractive value propositions to potential customers, our ability to enhance and expand our payment and lending solutions, and our ability to integrate Kabbage and re-launch its suite of products;
changes in capital and credit market conditions, including sovereign creditworthiness, which may significantly affect our ability to meet our liquidity needs, expectations regarding capital and liquidity ratios, access to capital and cost of capital, including changes in interest rates; changes in market conditions affecting the valuation of our assets; or any reduction in our credit ratings or those of our subsidiaries, which could materially increase the cost and other terms of our funding or restrict our access to the capital markets;
our ability to innovate and strengthen our global network, which will depend in part on our ability to update our systems and platforms, the amount we invests in the network and our ability to make funds available for such investments, and technological developments, including capabilities that allow greater digital integration;
legal and regulatory developments, including with regard to broad payment system regulatory regimes, actions by the CFPB and other regulators and the stricter regulation of financial institutions, which could require us to make fundamental changes to many of our business practices, including our ability to continue certain GNS and other partnerships; exert further pressure on the average discount rate and GNS volumes; result in increased costs related to regulatory oversight, litigation-related settlements, judgments or expenses, restitution to Card Members or the imposition of fines or civil money penalties; materially affect our capital or liquidity requirements, results of operations or ability to pay dividends or repurchase our stock; or result in harm to the American Express brand;
the possibility that we will not execute on our plans to expand merchant coverage and improve perceptions of coverage, which will depend in part on the success of the company, OptBlue merchant acquirers and GNS partners in signing merchants to accept American Express, which could be impacted by our value propositions offered to merchants and merchant acquirers for card acceptance, as well as the awareness and willingness of Card Members to use American Express cards at merchants and whether Card Members experience welcome acceptance for American Express cards;
uncertainty relating to the ultimate outcome of the antitrust lawsuit filed against us by the U.S. Department of Justice and certain state attorneys general, including the review of the case by the U.S. Supreme Court and the impact on existing private merchant cases and potentially additional litigation and/or arbitrations;
our ability to introduce new and expanded digital capabilities, which will depend on our success in evolving our products and processes for the digital environment, developing new features in the Amex app and enhancing our digital channels, building partnerships and executing programs with other companies, effectively utilizing artificial intelligence to address servicing and other customer needs, and supporting the use of our products as a means of payment through online and mobile channels, all of which will be impacted by investment levels, new product innovation and development and infrastructure to support new products, services and benefits;
a failure in or breach of our operational or security systems, processes or infrastructure, or those of third parties, including as a result of cyberattacks, which could compromise the confidentiality, integrity, privacy and/or security of data, disrupt
77




88

Table of Contents

our operations, reduce the use and acceptance of American Express cards and lead to regulatory scrutiny, litigation, remediation and response costs, and reputational harm;
our funding plan being implemented in a manner inconsistent with current expectations, which will depend on various factors such as future business growth, the impact of global economic, political and other events on market capacity, demand for securities we offer, regulatory changes, ability to securitize and sell receivables and the performance of receivables previously sold in securitization transactions;
changes in capital and credit market conditions, which may significantly affect our ability to meet our liquidity needs and expectations regarding capital ratios; our access to capital and funding costs; the valuation of our assets; and our credit ratings or those of our subsidiaries;
changes in the financial condition and creditworthiness of our business partners, such as bankruptcies, restructurings or consolidations, including merchants that represent a significant portion of our business, such as the airline industry, or our partners in GNS or financial institutions that we rely on for routine funding and liquidity, which could materially affect our financial condition or results of operations; and
our deposit rates increasing faster or slower than current expectations and changes affecting our ability to grow retail direct deposits, including due to market demand, changes in benchmark interest rates, competition or regulatory restrictions on our ability to obtain deposit funding or offer competitive interest rates, which could affect our net interest yield and ability to fund our businesses;
factors beyond our control such as fire, power loss, disruptions in telecommunications, severe weather conditions, natural disasters, health pandemics, terrorism, cyber-attacks or fraud, any of which could significantly affect demand for and spending on American Express cards, delinquency rates, loan balances and other aspects of our business and results of operations or disrupt our global network systems and ability to process transactions.
our funding plan being implemented in a manner inconsistent with current expectations, which will depend on various factors such as future business growth, the impact of global economic, political and other events on market capacity, demand for securities we offer, regulatory changes, ability to securitize and sell receivables and the performance of receivables previously sold in securitization transactions;
legal and regulatory developments, which could affect the profitability of our business activities; limit our ability to pursue business opportunities; require changes to business practices or alter our relationships with Card Members, partners, merchants and other third parties, including our ability to continue certain cobrand and agent relationships in the EU; exert further pressure on the average discount rate and GNS volumes; result in increased costs related to regulatory oversight, litigation-related settlements, judgments or expenses, restitution to Card Members or the imposition of fines or civil money penalties; materially affect capital or liquidity requirements, results of operations or ability to pay dividends; or result in harm to the American Express brand;
changes in the financial condition and creditworthiness of our business partners, such as bankruptcies, restructurings or consolidations, including of cobrand partners and merchants that represent a significant portion of our business, such as the airline industry, or partners in GNS or financial institutions that we rely on for routine funding and liquidity, which could materially affect our financial condition or results of operations; and
factors beyond our control such as resurgences of COVID-19 cases, whether and when populations achieve herd immunity, severe weather conditions, natural disasters, power loss, disruptions in telecommunications, terrorism and other catastrophic events, any of which could significantly affect demand for and spending on American Express cards, delinquency rates, loan and receivable balances and other aspects of our business and results of operations or disrupt our global network systems and ability to process transactions.
A further description of these uncertainties and other risks can be found in “Risk Factors” above and our other reports filed with the Securities and Exchange Commission.
SEC.
78




89

Table of Contents

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to “Risk Management” under “MD&A” for quantitative and qualitative disclosures about market risk.


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP), and includes those policies and procedures that:

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets;
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017.2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —Integrated Framework (2013).
Based on management’s assessment and those criteria, we conclude that, as of December 31, 2017,2020, our internal control over financial reporting is effective.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, has issued an audit report appearing on the following page on the effectiveness of our internal control over financial reporting as of December 31, 2017.
2020.
79



90

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF AMERICAN EXPRESS COMPANY:COMPANY

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of American Express Company and its subsidiaries (the Company)“Company”) as of December 31, 20172020 and 2016,2019, and the related consolidated statements of income, of comprehensive income, of shareholders’ equity and of cash flows and shareholders’ equity for each of the three years in the period ended December 31, 2017,2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company'sCompany’s internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and 2016,2019, and the results of theirits operations and theirits cash flows for each of the three years in the period ended December 31, 2017,2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

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

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
80

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.




91

Table of Contents
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Reserves for Credit Losses on Card Member Loans
As described in Note 3 to the consolidated financial statements, reserves for credit losses on Card Member loans represent management’s estimate of the expected credit losses in the Company’s outstanding portfolio of Card Member loans as of the balance sheet date. The reserves for credit losses on Card Member loans was $5.3 billion as of December 31, 2020. Management estimates lifetime expected credit losses by incorporating historical loss experience, as well as current and future economic conditions over a reasonable and supportable period (R&S Period) beyond the balance sheet date. In estimating expected credit losses, management uses a combination of statistically-based models that entail a significant amount of judgment. The primary areas of judgment used in measuring the quantitative components of the Company’s reserves relate to the determination of the appropriate R&S Period, the modeling of the probability of and exposure at default, and the methodology to incorporate current and future economic conditions. Management uses these models and assumptions, combined with historical loss experience, to determine the reserve rates that are applied to the outstanding loan balances to produce its reserves for expected credit losses. Within the R&S Period, the Company’s models use past loss experience and current and future economic conditions to estimate the probability of default, exposure at default and expected recoveries to estimate net losses at default. Beyond the R&S Period, expected credit losses are estimated by immediately reverting to long-term average loss rates. Management also estimates the likelihood and magnitude of recovery of previously written off loans considering how long ago the loan was written off and future economic conditions. Additionally, management evaluates whether to include qualitative reserves to cover losses that are expected but may not be adequately represented in the quantitative methods or the economic assumptions. The qualitative reserves address possible limitations within the models or factors not included within the models, such as external conditions, emerging portfolio trends, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due accounts, or management risk actions.
The principal considerations for our determination that performing procedures relating to the reserves for credit losses on Card Member loans is a critical audit matter are (i) the estimate of the reserves for credit losses on Card Member loans involved significant judgment by management, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the models, significant inputs, qualitative reserves, and significant assumptions, including the R&S Period and the loss rates used to estimate expected credit losses beyond the R&S Period and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the reserves for credit losses on Card Member loans. These procedures also included, among others, testing management’s process for estimating the reserves for credit losses on Card Member loans through (i) evaluating the appropriateness of management’s methodology, (ii) testing the completeness and accuracy of significant inputs and (iii) evaluating the reasonableness of certain qualitative reserves and significant assumptions used to estimate the reserves. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of management’s methodology and the reasonableness of certain qualitative reserves and certain significant assumptions, including the R&S Period and the loss rates used to estimate expected credit losses beyond the R&S Period.



92

Table of Contents
Membership Rewards Liability

As described in Note 9 to the consolidated financial statements, the Membership Rewards liability represents management’s estimate of the cost of Membership Rewards points earned that are expected to be redeemed in the future. The Membership Rewards liability was $9.8 billion as of December 31, 2020. The weighted average cost (WAC) per point and the Ultimate Redemption Rate (URR) are key assumptions used to estimate the liability. The URR assumption is used by management to estimate the number of points earned that will ultimately be redeemed in future periods. Management uses statistical and actuarial models to estimate the URR based on redemption trends, card product type, enrollment tenure, card spend levels and credit attributes. The WAC per point assumption is derived from the previous 12 months of redemptions and is adjusted as appropriate for certain changes in redemption costs that are not representative of future cost expectations and expected developments in redemption patterns.
The principal considerations for our determination that performing procedures relating to the Membership Rewards liability is a critical audit matter are (i) the estimate of the URR involved significant judgment by management, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating the models, significant inputs and assumptions used by management, (ii) the audit effort involved the use of professionals with specialized skill and knowledge and (iii) the estimate of the WAC involved significant judgment by management, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating the methodology.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the estimate of the Membership Rewards liability, including the URR and WAC assumptions. These procedures also included, among others, (i) testing the completeness and accuracy of significant inputs to the statistical and actuarial models used to estimate the URR assumption, including redemption trends, card product type, enrollment tenure, and card spend levels, (ii) the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate of the URR assumption and comparing the independent estimate to management’s assumption to evaluate its reasonableness, (iii) evaluating management’s methodology for determining the WAC assumption and (iv) comparing our independently calculated Membership Rewards liability to management’s estimate.
/s/ PricewaterhouseCoopers LLP
New York, New York

February 16, 2018

12, 2021
We have served as the Company’s auditor since 2005.

81


93


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

PAGE
83
84
85
86
87
88
93
94
101
103
104
105
107
108
110
111
113
113
115
118
122
122
124
125
Includes further details of:
Other Fees and Commissions
Other Revenues
and Other Expenses
126
127
130
130
132
133
136
138


82




94

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31 (Millions, except per share amounts)
 2017  2016  2015 
Revenues         
Non-interest revenues         
Discount revenue $19,186  $18,680  $19,297 
Net card fees  3,090   2,886   2,700 
Other fees and commissions  3,022   2,753   2,866 
Other  1,732   2,029   2,033 
Total non-interest revenues  27,030   26,348   26,896 
Interest income            
Interest on loans  8,138   7,205   7,309 
Interest and dividends on investment securities  89   131   157 
Deposits with banks and other  326   139   79 
Total interest income  8,553   7,475   7,545 
Interest expense            
Deposits  779   598   475 
Long-term debt and other  1,333   1,106   1,148 
Total interest expense  2,112   1,704   1,623 
Net interest income  6,441   5,771   5,922 
Total revenues net of interest expense  33,471   32,119   32,818 
Provisions for losses            
Charge card  795   696   737 
Card Member loans  1,868   1,235   1,190 
Other  96   95   61 
Total provisions for losses  2,759   2,026   1,988 
Total revenues net of interest expense after provisions for losses  30,712   30,093   30,830 
Expenses            
Marketing and promotion  3,217   3,650   3,109 
Card Member rewards  7,608   6,793   6,996 
Card Member services and other  1,439   1,133   1,018 
Salaries and employee benefits  5,258   5,259   4,976 
Other, net  5,776   5,162   6,793 
Total expenses  23,298   21,997   22,892 
Pretax income  7,414   8,096   7,938 
Income tax provision  4,678   2,688   2,775 
Net income $2,736  $5,408  $5,163 
Earnings per Common Share — (Note 22)(a)
            
Basic $2.98  $5.67  $5.07 
Diluted $2.97  $5.65  $5.05 
Average common shares outstanding for earnings per common share:            
Basic  883   933   999 
Diluted  886   935   1,003 

Year Ended December 31 (Millions, except per share amounts)
202020192018
Revenues
Non-interest revenues
Discount revenue$20,401 $26,167 $24,721 
Net card fees4,664 4,042 3,441 
Other fees and commissions2,163 3,297 3,153 
Other874 1,430 1,360 
Total non-interest revenues28,102 34,936 32,675 
Interest income
Interest on loans9,779 11,308 9,941 
Interest and dividends on investment securities127 188 118 
Deposits with banks and other177 588 547 
Total interest income10,083 12,084 10,606 
Interest expense
Deposits943 1,559 1,287 
Long-term debt and other1,155 1,905 1,656 
Total interest expense2,098 3,464 2,943 
Net interest income7,985 8,620 7,663 
Total revenues net of interest expense36,087 43,556 40,338 
Provisions for credit losses
Card Member receivables1,015 963 937 
Card Member loans3,453 2,462 2,266 
Other262 148 149 
Total provisions for credit losses4,730 3,573 3,352 
Total revenues net of interest expense after provisions for credit losses31,357 39,983 36,986 
Expenses
Marketing and business development6,747 7,125 6,477 
Card Member rewards8,041 10,439 9,696 
Card Member services1,230 2,223 1,777 
Salaries and employee benefits5,718 5,911 5,250 
Other, net5,325 5,856 5,664 
Total expenses27,061 31,554 28,864 
Pretax income4,296 8,429 8,122 
Income tax provision1,161 1,670 1,201 
Net income$3,135 $6,759 $6,921 
Earnings per Common Share — (Note 21)(a)
Basic$3.77 $8.00 $7.93 
Diluted$3.77 $7.99 $7.91 
Average common shares outstanding for earnings per common share:
Basic805 828 856 
Diluted806 830 859 
(a)(a)Represents net income less (i) earnings allocated to participating share awards of $21 million, $43 million and $38 million for the years ended December 31, 2017, 2016 and 2015, respectively, and (ii) dividends on preferred shares of $81 million, $80 million and $62 million for the years ended December 31, 2017, 2016 and 2015, respectively.


See Notes to Consolidated Financial Statements.
83

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31 (Millions)
 2017  2016  2015 
Net income $2,736  $5,408  $5,163 
Other comprehensive income (loss):            
Net unrealized securities losses, net of tax  (7)  (51)  (38)
Foreign currency translation adjustments, net of tax  301   (218)  (545)
Net unrealized pension and other postretirement benefits, net of tax  62   19   (32)
Other comprehensive income (loss):  356   (250)  (615)
Comprehensive income $3,092  $5,158  $4,548 


See Notes to Consolidated Financial Statements.
84

Table$20 million, $47 million and $54 million for the years ended December 31, 2020, 2019 and 2018, respectively, and (ii) dividends on preferred shares of Contents

CONSOLIDATED BALANCE SHEETS
December 31 (Millions, except share data)
 2017  2016 
Assets      
Cash and cash equivalents      
Cash and due from banks $5,148  $3,278 
Interest-bearing deposits in other banks (includes securities purchased under resale agreements: 2017, $48; 2016, $115)  27,709   20,779 
Short-term investment securities  70   1,151 
Total cash and cash equivalents  32,927   25,208 
Accounts receivable        
Card Member receivables (includes gross receivables available to settle obligations of a consolidated variable interest entity: 2017, $8,919; 2016, $8,874), less reserves: 2017, $521; 2016, $467  53,526   46,841 
Other receivables, less reserves: 2017, $31; 2016, $45  3,163   3,232 
Loans        
Card Member loans (includes gross loans available to settle obligations of a consolidated variable interest entity: 2017, $25,695; 2016, $26,129), less reserves: 2017, $1,706; 2016, $1,223  71,693   64,042 
Other loans, less reserves: 2017, $80; 2016, $42  2,607   1,419 
Investment securities  3,159   3,157 
Premises and equipment, less accumulated depreciation and amortization: 2017, $5,455; 2016, $5,145  4,329   4,433 
Other assets (includes restricted cash of consolidated variable interest entities: 2017, $62; 2016, $38)  9,755   10,561 
Total assets $181,159  $158,893 
Liabilities and Shareholders’ Equity        
Liabilities        
Customer deposits $64,452  $53,042 
Travelers Cheques and other prepaid products  2,593   2,812 
Accounts payable  14,657   11,190 
Short-term borrowings  3,278   5,581 
Long-term debt (includes debt issued by consolidated variable interest entities: 2017, $18,560; 2016, $15,113)  55,804   46,990 
Other liabilities  22,148   18,777 
Total liabilities $162,932  $138,392 
Contingencies and Commitments (Note 13)        
Shareholders’ Equity        
Preferred shares, $1.662/3 par value, authorized 20 million shares; issued and outstanding 1,600 shares as of December 31, 2017 and 2016 (Note 17)
      
Common shares, $0.20 par value, authorized 3.6 billion shares; issued and outstanding 859 million shares as of December 31, 2017 and 904 million shares as of December 31, 2016  172   181 
Additional paid-in capital  12,210   12,733 
Retained earnings  8,273   10,371 
Accumulated other comprehensive loss        
Net unrealized securities gains, net of tax of: 2017,$1; 2016, $5     7 
Foreign currency translation adjustments, net of tax of: 2017, $(363); 2016, $24  (1,961)  (2,262)
Net unrealized pension and other postretirement benefits, net of tax of: 2017, $(179); 2016, $(186)  (467)  (529)
Total accumulated other comprehensive loss  (2,428)  (2,784)
Total shareholders’ equity  18,227   20,501 
Total liabilities and shareholders’ equity $181,159  $158,893 


$79 million, $81 million and $80 million for the years ended December 31, 2020, 2019 and 2018, respectively.
See Notes to Consolidated Financial Statements.



95

85

CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME
Years Ended December 31 (Millions)
 2017  2016  2015 
Cash Flows from Operating Activities         
Net income $2,736  $5,408  $5,163 
Adjustments to reconcile net income to net cash provided by operating activities:            
Provisions for losses  2,759   2,026   1,988 
Depreciation and amortization  1,321   1,095   1,043 
Deferred taxes and other  783   (1,132)  507 
Stock-based compensation  282   254   234 
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:            
Other receivables  473   (281)  (714)
Other assets  (62)  192   2,058 
Accounts payable and other liabilities  5,505   1,139   794 
Travelers Cheques and other prepaid products  (257)  (410)  (367)
Net cash provided by operating activities  13,540   8,291   10,706 
Cash Flows from Investing Activities            
Sales of available-for-sale investment securities  2   88   12 
Maturities and redemptions of available-for-sale investment securities  2,494   2,429   2,091 
Sales of other investments     10    
Purchase of investments  (2,612)  (2,162)  (1,713)
Net (increase) decrease in Card Member loans and receivables, including held for sale  (16,853)  3,220   (6,967)
Purchase of premises and equipment, net of sales: 2017, $1; 2016, $2; 2015, $42  (1,062)  (1,375)  (1,341)
Acquisitions/dispositions, net of cash acquired  (211)  (487)  (155)
Net (increase) decrease in restricted cash  (31)  145   (120)
Net cash (used in) provided by investing activities  (18,273)  1,868   (8,193)
Cash Flows from Financing Activities            
Net increase (decrease) in customer deposits  11,385   (1,935)  10,878 
Net (decrease) increase in short-term borrowings  (2,300)  888   1,395 
Proceeds from long-term borrowings  32,764   8,824   9,923 
Payments of long-term borrowings  (24,082)  (9,848)  (19,246)
Issuance of American Express preferred shares        841 
Issuance of American Express common shares  129   177   193 
Repurchase of American Express common shares and other  (4,400)  (4,498)  (4,575)
Dividends paid  (1,251)  (1,207)  (1,172)
Net cash provided by (used in) financing activities  12,245   (7,599)  (1,763)
Effect of foreign currency exchange rates on cash and cash equivalents  207   (114)  (276)
Net increase in cash and cash equivalents  7,719   2,446   474 
Cash and cash equivalents at beginning of year  25,208   22,762   22,288 
Cash and cash equivalents at end of year $32,927  $25,208  $22,762 
             
Supplemental cash flow information            
Non-cash investing activities            
Transfer of Card Member loans and receivables, during the fourth quarter of 2015, to Card Member loans and receivables held for sale, net of reserves $  $  $14,524 


See Notes to Consolidated Financial Statements.
86

Table of Contents

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
 
 
 
(Millions, except per share amounts)
 Total  Preferred Shares  Common Shares  Additional Paid-in Capital  Accumulated Other Comprehensive Loss  Retained Earnings 
Balances as of December 31, 2014 $20,673  $  $205  $12,874  $(1,919) $9,513 
Net income  5,163               5,163 
Other comprehensive loss  (615)           (615)   
Preferred shares issued  841         841       
Repurchase of common shares  (4,509)     (12)  (714)     (3,783)
Other changes, primarily employee plans  310      1   347      (38)
Cash dividends declared preferred  (62)              (62)
Cash dividends declared common, $1.13 per share  (1,128)              (1,128)
Balances as of December 31, 2015  20,673      194   13,348   (2,534)  9,665 
Net income  5,408               5,408 
Other comprehensive loss  (250)           (250)   
Repurchase of common shares  (4,421)     (14)  (924)     (3,483)
Other changes, primarily employee plans  308      1   309      (2)
Cash dividends declared preferred  (80)              (80)
Cash dividends declared common, $1.22 per share  (1,137)              (1,137)
Balances as of December 31, 2016  20,501      181   12,733   (2,784)  10,371 
Net income  2,736               2,736 
Other comprehensive gain  356            356    
Repurchase of common shares  (4,314)     (10)  (742)     (3,562)
Other changes, primarily employee plans  212      1   219      (8)
Cash dividends declared preferred  (81)              (81)
Cash dividends declared common, $1.34 per share  (1,183)              (1,183)
Balances as of December 31, 2017 $18,227  $  $172  $12,210  $(2,428) $8,273 


Year Ended December 31 (Millions)
202020192018
Net income$3,135 $6,759 $6,921 
Other comprehensive (loss) income:
Net unrealized securities gains (losses), net of tax32 41 (8)
Foreign currency translation adjustments, net of tax(40)(56)(172)
Net unrealized pension and other postretirement benefits, net of tax(150)(125)11 
Other comprehensive (loss) income(158)(140)(169)
Comprehensive income$2,977 $6,619 $6,752 
See Notes to Consolidated Financial Statements.



96

CONSOLIDATED BALANCE SHEETS
December 31 (Millions, except share data)
20202019
Assets
Cash and cash equivalents
Cash and due from banks$2,984 $3,613 
Interest-bearing deposits in other banks (includes securities purchased under resale agreements: 2020, $92; 2019, $87)29,824 20,610 
Short-term investment securities (includes restricted cash of consolidated variable interest entities: 2020 $47; 2019, $85)157 223 
Total cash and cash equivalents32,965 24,446 
Card Member receivables (includes gross receivables available to settle obligations of a consolidated variable interest entity: 2020, $4,296; 2019, $8,284), less reserves for credit losses: 2020, $267; 2019, $61943,434 56,794 
Card Member loans (includes gross loans available to settle obligations of a consolidated variable interest entity: 2020, $25,908; 2019, $32,230), less reserves for credit losses: 2020, $5,344; 2019, $2,38368,029 84,998 
Other loans, less reserves for credit losses: 2020, $238; 2019, $1522,614 4,626 
Investment securities21,631 8,406 
Premises and equipment, less accumulated depreciation and amortization: 2020, $7,540; 2019, $6,5625,015 4,834 
Other assets, less reserves for credit losses: 2020, $85; 2019, $2717,679 14,217 
Total assets$191,367 $198,321 
Liabilities and Shareholders’ Equity
Liabilities
Customer deposits$86,875 $73,287 
Accounts payable9,444 12,738 
Short-term borrowings1,878 6,442 
Long-term debt (includes debt issued by consolidated variable interest entities: 2020, $12,760; 2019, $19,668)42,952 57,835 
Other liabilities27,234 24,948 
Total liabilities$168,383 $175,250 
Contingencies and Commitments (Note 12)00
Shareholders’ Equity
Preferred shares, $1.662/3 par value, authorized 20 million shares; issued and outstanding 1,600 shares as of December 31, 2020 and 2019 (Note 16)
0 
Common shares, $0.20 par value, authorized 3.6 billion shares; issued and outstanding 805 million shares as of December 31, 2020 and 810 million shares as of December 31, 2019161 163 
Additional paid-in capital11,881 11,774 
Retained earnings13,837 13,871 
Accumulated other comprehensive loss
Net unrealized debt securities gains, net of tax of: 2020, $20; 2019, $1165 33 
Foreign currency translation adjustments, net of tax of: 2020, $(381); 2019, $(319)(2,229)(2,189)
Net unrealized pension and other postretirement benefits, net of tax of: 2020, $(236); 2019, $(208)(731)(581)
Total accumulated other comprehensive loss(2,895)(2,737)
Total shareholders’ equity22,984 23,071 
Total liabilities and shareholders’ equity$191,367 $198,321 
See Notes to Consolidated Financial Statements.



97

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31 (Millions)
202020192018
Cash Flows from Operating Activities
Net income$3,135 $6,759 $6,921 
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for credit losses4,730 3,573 3,352 
Depreciation and amortization1,543 1,188 1,293 
Deferred taxes and other(256)426 455 
Stock-based compensation249 283 283 
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Other assets(1,785)(368)991 
Accounts payable & other liabilities(2,025)1,771 (4,365)
Net cash provided by operating activities5,591 13,632 8,930 
Cash Flows from Investing Activities
Sale of investment securities69 22 
Maturities and redemptions of investment securities7,159 7,329 3,499 
Purchase of investments(20,562)(11,166)(5,434)
Net decrease (increase) in Card Member loans and receivables, and other loans26,906 (11,047)(15,854)
Purchase of premises and equipment, net of sales: 2020, $1; 2019, $43; 2018, $1(1,478)(1,645)(1,310)
Acquisitions/dispositions, net of cash acquired(597)(352)(520)
Other investing activities135 152 
Net cash provided by (used in) investing activities11,632 (16,707)(19,615)
Cash Flows from Financing Activities
Net increase in customer deposits13,542 3,330 5,542 
Net (decrease) increase in short-term borrowings(4,627)3,316 (148)
Proceeds from long-term debt69 12,706 21,524 
Payments of long-term debt(15,593)(13,850)(18,895)
Issuance of American Express common shares44 86 87 
Repurchase of American Express common shares and other(1,029)(4,685)(1,685)
Dividends paid(1,474)(1,422)(1,324)
Net cash (used in) provided by financing activities(9,068)(519)5,101 
Effect of foreign currency exchange rates on cash and cash equivalents364 232 129 
Net increase (decrease) in cash and cash equivalents8,519 (3,362)(5,455)
Cash and cash equivalents at beginning of year24,446 27,808 33,263 
Cash and cash equivalents at end of year$32,965 $24,446 $27,808 

Supplemental cash flow information
Cash, cash equivalents and restricted cash reconciliationDec-20Dec-19Dec-18
Cash and cash equivalents per Consolidated Balance Sheets$32,965 $24,446 $27,808 
Restricted cash included in Cash and cash equivalents606 514 363 
Total Cash and cash equivalents, excluding restricted cash$32,359 $23,932 $27,445 
See Notes to Consolidated Financial Statements.



98

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Millions, except per share amounts)TotalPreferred SharesCommon SharesAdditional Paid-in
Capital
Accumulated Other
Comprehensive
Loss
Retained Earnings
Balances as of December 31, 2017$18,261 $$172 $12,210 $(2,428)$8,307 
Net income6,921 — — — — 6,921 
Other comprehensive loss(169)— — — (169)
Repurchase of common shares(1,570)— (3)(216)— (1,351)
Other changes, primarily employee plans200 — 224 — (25)
Cash dividends declared preferred Series B, $52.00 per share(39)— — — — (39)
Cash dividends declared preferred Series C, $49.00 per share(41)— — — — (41)
Cash dividends declared common, $1.48 per share(1,273)— — — — (1,273)
Balances as of December 31, 201822,290 170 12,218 (2,597)12,499 
Net income6,759 — — — — 6,759 
Other comprehensive loss(140)— — — (140)
Repurchase of common shares(4,585)— (8)(671)— (3,906)
Other changes, primarily employee plans186 — 227 — (42)
Cash dividends declared preferred Series B, $52.00 per share(39)— — — — (39)
Cash dividends declared preferred Series C, $49.00 per share(42)— — — — (42)
Cash dividends declared common, $1.64 per share(1,358)— — — — (1,358)
Balances as of December 31, 201923,071 163 11,774 (2,737)13,871 
Cumulative effect of change in accounting principle - Reserve for Credit Losses (a)
(882)    (882)
Net income3,135     3,135 
Other comprehensive loss(158)   (158)0 
Repurchase of common shares(875) (2)(105) (768)
Other changes, primarily employee plans164  0 212  (48)
Cash dividends declared preferred Series B, $45.81 per share(34)    (34)
Cash dividends declared preferred Series C, $52.93 per share(45)    (45)
Cash dividends declared common, $1.72 per share(1,392)    (1,392)
Balances as of December 31, 2020$22,984 $0 $161 $11,881 $(2,895)$13,837 
(a)Represents $1,170 million, net of tax of $288 million, related to the impact as of January 1, 2020 of adopting the new accounting guidance for the recognition of credit losses on certain financial instruments.
See Notes to Consolidated Financial Statements.



99

NOTES TO CONSOLIDATEDCONSOLIDATED FINANCIAL STATEMENTS


NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE COMPANYCOMPANY

American Express Company (the Company) isWe are a global servicesglobally integrated payments company that provides our customers with access to products, insights and experiences that enrich lives and build business success. The Company’sOur principal products and services are chargecredit and credit paymentcharge card products, along with travel and travel-relatedlifestyle related services, offered to consumers and businesses around the world. Business travel-related services are offered through the non-consolidated joint venture, American Express Global Business Travel (the GBT JV). The Company’sTravel. Our various products and services are sold globally to diverse customer groups, including consumers, small businesses, mid-sized companies and large corporations. These products and services are sold through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party vendors and business partners, direct mail, online applications,telephone, in-house and third-party sales forcesteams, and direct response advertising.


Effective for the first quarter of 2016, the Company realigned its segment presentation to reflect the organizational changes announced during the fourth quarter of 2015. Prior periods have been restated to conform to the new reportable operating segments. Refer to Note 2524 for additional discussion of the products and services that comprise each segment. Corporate functions and certain other businesses and operations are included in Corporate & Other.


PRINCIPLES OF CONSOLIDATION

The Consolidated Financial Statements of the Company are prepared in conformity with accounting principles generally accepted in the United States of America (GAAP). Significant intercompany transactions are eliminated.
The Company consolidatesWe consolidate entities in which it holdswe hold a “controlling financial interest.” For voting interest entities, the Company iswe are considered to hold a controlling financial interest when it iswe are able to exercise control over the investees’ operating and financial decisions. For variable interest entities (VIEs), the determination of which is based on the amount and characteristics of the entity’s equity, the Company iswe are considered to hold a controlling financial interest when it iswe are determined to be the primary beneficiary. A primary beneficiary is the party that has both: (1) the power to direct the activities that most significantly impact that VIE’s economic performance, and (2) the obligation to absorb the losses of, or the right to receive the benefits from, the VIE that could potentially be significant to that VIE.
Entities in which the Company’sour voting interest in common equity does not provide it with control, but allows the Companyus to exert significant influence over operating and financial decisions, are accounted for under the equity method. All otherWe also have investments in equity securities where our voting interest is below the level of significant influence, including investments that we make in non-public companies in the ordinary course of business. Such investments are initially recorded at cost and adjusted to fair value through earnings for observable price changes in orderly transactions for identical or similar transactions of the extentsame company or if they are not considereddetermined to be impaired. See Note 4 for the accounting policy for our marketable securities, are accounted for under the cost method.


equity securities.
FOREIGN CURRENCY

Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of the reporting period; non-monetary assets and liabilities are translated at the historic exchange rate at the date of the transaction; revenues and expenses are translated at the average month-end exchange rates during the year. Resulting translation adjustments, along with any related qualifying hedge and tax effects, are included in accumulated other comprehensive income (loss) (AOCI), a component of shareholders’ equity. Translation adjustments, including qualifying hedge and tax effects, are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency are reported net in Other, net expenses in the Company’s Consolidated Statements of Income. Net foreign currency transaction gains amounted to approximately $7 million and $68 million in 2017 and 2015, respectively, and net foreign currency transaction losses amounted to $18 million in 2016.



100

AMOUNTS BASED ON ESTIMATES AND ASSUMPTIONS

Accounting estimates are an integral part of the Consolidated Financial Statements. These estimates are based, in part, on management’s assumptions concerning future events. Among the more significant assumptions are those that relate to reserves for Card Member credit losses on loans and receivables, the proprietary point liability for Membership Rewards costs, fair value measurements,liability, goodwill and income taxes. These accounting estimates reflect the best judgment of management, but actual results could differ.
INCOME STATEMENT
Discount Revenue

Discount revenue generallyprimarily represents the amount earned by the Companywe earn on transactions occurring at merchants that have entered into a card acceptance agreement with which the Company,us, or a Global Network Services (GNS) partner has entered into a card acceptance agreementor other third-party merchant acquirer, for facilitating transactions between the merchants and the Company’s Card Members. The amount of fees charged for accepting our cards as payment for goods or services, or merchant discount, varies with, among other factors, the industry in which the merchant conducts business, the merchant’s overall American Express-related transaction volume, the method of payment, the settlement terms with the merchant, the method of submission of transactions and, in certain instances, the geographic scope of the card acceptance agreement between the merchant and us (e.g., local or global) and the transaction amount. The merchant discount is generally deducted from the payment to the merchant and recorded as discount revenue at the time athe Card Member enters intotransaction occurs.
The card acceptance agreements, which include the agreed-upon terms for charging the merchant discount fee, vary in duration. Our contracts with small- and medium-sized merchants generally have no fixed contractual duration, while those with large merchants are generally for fixed periods, which typically range from three to seven years in duration. Our fixed-period agreements may include auto-renewal features, which may allow the existing terms to continue beyond the stated expiration date until a point-of-sale transaction withnew agreement is reached. We satisfy our obligations under these agreements over the contract term, often on a merchant.daily basis, including through the processing of Card Member transactions and the availability of our payment network.
Where the Company acts asIn cases where the merchant acquirer and the card presented atis a merchantthird party (which is issued by a third-party financial institution, such as in the case, for example, under our OptBlue program, or with certain of our GNS partners, the Company makes financialpartners), we receive a network rate fee in our settlement towith the merchant acquirer, which is individually negotiated between us and receivesthat merchant acquirer and is recorded as discount revenue at the discount revenue.time the Card Member transaction occurs. In the Company’sour role as the operator of the cardAmerican Express network, itwe also receives financial settlement from thesettle with merchants on behalf of our GNS card issuer, whichissuing partners, who in turn receivesreceive an issuer rate that is individually negotiated between that issuer and the Company. The difference between the merchant discount the Company receives from the merchant (which is directly agreed between a merchant and the Company, and is not based on the issuer rate) and the issuer rate received by the GNS card issuer is recorded as discount revenue.
In cases where the Company is the card issuer and the merchant acquirer is a third party (which can be the case in a country in which an Independent Operator partner is the local merchant acquirer or in the United States under our OptBlue program with certain third-party merchant acquirers), the Company receives a network rate in its settlement with the merchant acquirer, which is individually negotiated between the Company and that merchant acquirerus and is recorded as expense in Marketing and business development (see below) or as contra-revenue in Other revenue.
Revenue expected to be recognized in future periods related to contracts that have an original expected duration of one year or less and contracts with variable consideration (e.g. discount revenue. In contrastrevenue) is not required to be disclosed. Non-interest revenue expected to be recognized in future periods through remaining contracts with networks such as those operated by Visa Inc. and MasterCard Incorporated, there are no collectively set interchange rates on the American Express network, issuer rates docustomers is not serve as a basis for merchant discount rates and no fees are agreed or due between the third-party financial institution participants on the network.material.
Net Card Fees

Net card fees represent revenue earned from annual card membership fees, which vary based on the type of card and the number of cards for each account. These fees, net of acquisition costs and a reserve for projected refunds for Card Member cancellations, are deferred and recognized on a straight-line basis over the twelve-month card membership period as Net Card Feescard fees in the Consolidated Statements of Income. The unamortized net card fee balance is reported in Other Liabilitiesliabilities on the Consolidated Balance Sheets (refer to Note 10)9).

Other Fees and Commissions
Other fees and commissions representincludes certain fees charged to Card MemberMembers, including delinquency fees and foreign currency conversion fees, loyalty coalition-related fees, travel commissions and fees and service fees, which are primarily recognized in the period in which they are charged to the Card Member (refer to Note 19).Member. Other fees and commissions also includes Membership Rewards program fees, which are deferred and recognized over the period covered by the fee, typically one year, the unamortized portion of which is included in Other liabilities on the Consolidated Balance Sheets. In addition, Other fees and commissions includes loyalty coalition-related fees, travel commissions and fees and service fees are also earned from other customers (e.g., merchants) for a variety of services andmerchants, that are recognized when the service is performed, which is generally in the period the fee is charged. Also included are fees related to the Company’s Membership Rewards program, which are deferred and recognized over the period covered by the fee, typically one year; the unamortized portion of which is included in Other Liabilities on the Consolidated Balance Sheets (referRefer to Note 10).18 for additional information.
Contra-revenue
The Company regularly makes payments throughPayments made pursuant to contractual arrangements with our merchants, corporate payments clients, Card Members, third-party issuingGNS partners, and certain other customers. These payments, including cash rebates and statement credits provided to Card Members,customers are generally classified as contra-revenue, unless a specifically identifiable benefit (e.g.,except where we receive goods, services or services) is received by the Company or its Card Members in considerationother benefits for that payment, andwhich the fair value of such benefit is determinable and measurable. If such conditions are met, then the payment is classified as expense up to the estimated fair value of the benefit. If no such benefit is identified, then the entire payment is classified as contra-revenue and includedmeasurable, in the Consolidated Statements of Income in the revenue line item where the related transactionswhich case they are recorded (e.g., Discount revenue or Other fees and commissions).as expense.



101

Interest Income
Interest on Card Member loans is assessed using the average daily balance method. Unless the loan is classified as non-accrual, interest is recognized based upon the principal amount outstanding, in accordance with the terms of the applicable account agreement, until the outstanding balance is paid, or written off.
Interest and dividends on investment securities primarily relate to the Company’sour performing fixed-income securities. Interest income is recognized as earned using the effective interest method, which adjusts the yield for security premiums and discounts, fees and other payments, so that a constant rate of return is recognized on the investment security’s outstanding balance. Amounts are recognized until securities are in default or when it becomes likely that future interest payments will not be made as scheduled.
Interest on deposits with banks and other is recognized as earned, and primarily relates to the placement of cash, in excess of near-term funding requirements, in interest-bearing time deposits, overnight sweep accounts, and other interest-bearing demand and call accounts.
Interest Expense
Interest expense includes interest incurred primarily to fund Card Member loans and receivables, general corporate purposes and liquidity needs, and is recognized as incurred. Interest expense is divided principally into two categories: (i) deposits, which primarily relates to interest expense on deposits taken from customers and institutions, and (ii) debt, which primarily relates to interest expense on the Company’sour long-term debt and short-term borrowings, as well as the realized impact of derivatives used to hedge interest rate risk on the Company’sour long-term debt.
ExpensesMarketing and Business Development
Marketing and promotionbusiness development expense includes costs incurred in the development and initial placement of advertising, which are expensed in the year in which the advertising first takes place. Also included in Marketing and business development expense are payments to our cobrand partners, Card Member statement credits for qualifying charges on eligible card accounts, corporate incentive payments earned on achievement of pre-set targets, and certain payments to GNS card issuing partners. These costs are generally expensed as incurred.

Card Member Rewards
We issue charge and credit cards that allow Card Members to participate in various rewards programs (e.g., Membership Rewards, cobrand and cash back). Rewards expense is recognized in the period Card Members earn rewards, generally by spending on their enrolled card products. We record a Card Member rewards liability that represents the estimated cost of points earned that are expected to be redeemed. Pursuant to cobrand agreements, we make payments to our cobrand partners based primarily on the amount of Card Member spending and corresponding rewards earned on such spending. The partner is then liable for providing rewards to the Card Member under the cobrand partner’s own loyalty program. Card Member rewards liabilities are impacted over time by enrollment levels, attrition, the volume of points earned and redeemed, and the associated redemption costs. Changes in the Card Member rewards liabilities during the period are taken as an increase or decrease to the Card Member rewards expense in the Consolidated Statements of Income.
BALANCE SHEET
Cash and Cash Equivalents

Cash and cash equivalents include cash and amounts due from banks, interest-bearing bank balances, including securities purchased under resale agreements, restricted cash, and other highly liquid investments with original maturities of 90 days or less. Restricted cash primarily represents amounts related to Card Member credit balances as well as upcoming debt maturities of consolidated VIEs.
Goodwill

Goodwill represents the excess of the acquisition cost of an acquired business over the fair value of assets acquired and liabilities assumed. The Company allocatesWe allocate goodwill to itsour reporting units for the purpose of impairment testing. A reporting unit is defined as an operating segment, or a business that is one level below an operating segment, for which discrete financial information is regularly reviewed by the operating segment manager.

The Company evaluatesWe evaluate goodwill for impairment annually as of June 30, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of one or more of the Company’sour reporting units below its carrying value. Prior to



102

Table of Contents
completing the assessment of goodwill for impairment, the Companywe also performsperform a recoverability test of certain long-lived assets. The Company hasWe have the option to perform a qualitative assessment of goodwill impairment to determine whether it is more likely than not that the fair value of itsa reporting unitsunit is less than theits carrying values.value. Alternatively, the Company performswe can perform a more detailed quantitative assessment of goodwill impairment.

This qualitative assessment entails the evaluation of factors such as economic conditions, industry and market considerations, cost factors, overall financial performance of the reporting unit and other company and reporting unit-specific events. If the Company determineswe determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, itwe then performsperform the impairment evaluation using the quantitative assessment.

Under the quantitative assessment, the first step identifies whether there is a potential impairment by comparing the fair value of a reporting unit to the carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds the fair value, then a test is performed to determine the implied fair value of goodwill. An impairment loss is recognized based on the amount that the carrying amount of goodwill exceeds the implied fair value. 
When measuring the fair value of itsour reporting units in the quantitative assessment, the Company useswe use widely accepted valuation techniques, applying a combination of the income approach (discounted cash flows) and market approach (market multiples). When preparing discounted cash flow models under the income approach, the Company useswe use internal forecasts to estimate future cash flows expected to be generated by the reporting units. To discount these cash flows, the Company useswe use the expected cost of equity, determined by using a capital asset pricing model. The Company believesWe believe the discount rates used appropriately reflect the risks and uncertainties in the financial markets generally and specifically in the Company’sour internally-developed forecasts. When using market multiples under the market approach, the Company applieswe apply comparable publicly traded companies’ multiples (e.g., earnings or revenues) to itsour reporting units’ actual results.
For the yearyears ended December 31, 2017, the Company2020 and 2019, we performed a qualitative assessment in connection with our annual goodwill impairment evaluation and determined that it was more likely than not that the fair values of itseach of our reporting units exceeded their carrying values. For the year ended December 31, 2016, the Company performed the quantitative assessment for all of its reporting units and determined that there was no impairment of goodwill.
90

Other Intangible Assets
Intangible assets, primarily customer relationships, are amortized on a straight-line basis over their estimated useful lives of 1 to 22 years. The Company reviews long-lived assets and asset groups, including intangible assets, for impairment whenever events and circumstances indicate their carrying amounts may not be recoverable. An impairment is recognized if the carrying amount is not recoverable and exceeds the asset or asset group’s fair value.
Premises and Equipment
Premises and equipment, including leasehold improvements, are carried at cost less accumulated depreciation. Costs incurred during construction are capitalized and are depreciated once an asset is placed in service. Depreciation is generally computed using the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years for equipment, furniture and building improvements, and from 40 to 50 years for premises, which are depreciated based upon their estimated useful life at the acquisition date.
Leasehold improvements are depreciated using the straight-line method over the lesser of the remaining term of the leased facility, or the economic life of the improvement, and ranges from 5 to 10 years. The Company maintains operating leases worldwide for facilities and equipment. Rent expense for facility leases is recognized ratably over the lease term, and includes adjustments for rent concessions, rent escalations and leasehold improvement allowances. The Company recognizes lease restoration obligations at the fair value of the restoration liabilities when incurred and amortizes the restoration assets over the lease term.
Certain costs associated with the acquisition or development of internal-use software are also capitalized and recorded in Premises and equipment. Once the software is ready for its intended use, these costs are amortized on a straight-line basis over the software’s estimated useful life, generally 5 years. The Company reviewsWe review these assets for impairment using the same impairment methodology used for itsour intangible assets.

Leasehold improvements are depreciated using the straight-line method over the lesser of the remaining term of the leased facility, or the economic life of the improvement, and range from 5 to 10 years. We recognize lease restoration obligations at the fair value of the restoration liabilities when incurred and amortize the restoration assets over the lease term.
Leases
We have operating leases worldwide for facilities and equipment, which, for those leases with terms greater than 12 months, are recorded as lease-related assets and liabilities. We do not separate lease and non-lease components. Lease-related assets, or right-of-use assets, are recognized at the lease commencement date at amounts equal to the respective lease liabilities, adjusted for prepaid lease payments, initial direct costs and lease incentives. Lease liabilities are recognized at the present value of the contractual fixed lease payments, discounted using our incremental borrowing rate as of the lease commencement date or upon modification of the lease. Operating lease expense is recognized on a straight-line basis over the lease term, while variable lease payments are expensed as incurred.



103

Table of Contents
OTHER SIGNIFICANT ACCOUNTING POLICIES

The following table identifies the Company’sour other significant accounting policies, along with the related Note and page number where the Note can be found.Note.

Significant Accounting Policy
Note

Number
Note TitlePage
Accounts ReceivableNote 3Loans and Accounts ReceivableCard Member ReceivablesPage 94Note 2Loans and Card Member Receivables
LoansReserves for Credit LossesNote 3Loans and Accounts ReceivablePage 94Reserves for Credit Losses
Reserves for LossesInvestment SecuritiesNote 4Reserves for LossesPage 101Investment Securities
Investment SecuritiesAsset SecuritizationsNote 5Investment SecuritiesPage 103Asset Securitizations
Asset SecuritizationsLegal ContingenciesNote 6Asset SecuritizationsPage 104
Membership RewardsNote 10Other LiabilitiesPage 110
Stock-based CompensationNote  11Stock PlansPage 111
Retirement PlansNote 12Retirement PlansPage 113
Legal ContingenciesNote 13Contingencies and CommitmentsPage 113
Derivative Financial Instruments and Hedging ActivitiesNote 1413Derivatives and Hedging ActivitiesPage 115
Fair Value MeasurementsNote 1514Fair ValuesPage 118
Income TaxesGuaranteesNote 2115Income TaxesPage 127Guarantees
Regulatory Matters and Capital AdequacyIncome TaxesNote 2320Regulatory Matters and Capital AdequacyPage 130
Reportable Operating SegmentsNote 25Reportable Operating Segments and Geographic OperationsPage 133Income Taxes

RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2014, the Financial Accounting Standards Board (FASB) issued new accounting guidance on revenue recognition. The accounting standard establishes the principles to apply to determine the amount and timing of revenue recognition, specifying the accounting for certain costs related to revenue, and requiring additional disclosures about the nature, amount, timing and uncertainty of revenues and related cash flows. The guidance, as amended and effective January 1, 2018, supersedes most of the revenue recognition requirements in effect prior to that date.

91

Beginning with the quarter ending March 31, 2018, the Company’s consolidated financial statements will reflect the adoption of the standard using the full retrospective method, which applies the new standard to each prior reporting period presented. The most significant impacts of the adoption are changes to the presentation of certain credit and charge card related costs that previously were netted against Discount revenue, including Card Member cash-back reward costs and statement credits, corporate client incentive payments, as well as payments to third-party card issuing partners. Under the new standard, these costs are not considered components of the transaction price of our card acceptance agreements with merchants and thus are not netted against Discount revenue, but instead recognized as expenses. Our payments to third-party card issuing partners will be presented net of related Other revenues earned from the partners.


These reclassifications are expected to have the following impacts to the reported results for the fiscal years ended:

  Increase (Decrease) 
 December 31 (Millions)
 2017  2016 
Revenues      
Discount revenue $3,707  $3,699 
Other  (278)  (253)
Expenses        
Marketing and promotion  2,350   2,420 
Card Member rewards $1,079  $1,026 

The adoption of the new guidance also results in changes to the recognition timing of certain revenues, the impact of which is not material to net income. Similarly, the adoption does not have a material impact on the Company’s consolidated balance sheets or statements of cash flows. The Company is in the process of implementing changes to its accounting policies, business processes, systems and internal controls to support the recognition, measurement and disclosure requirements under the new standard.

In January 2016, the FASB issued new accounting guidance on the recognition and measurement of financial assets and financial liabilities, which was effective and adopted by the Company as of January 1, 2018. The guidance makes targeted changes to GAAP; specifically to the classification and measurement of equity securities, and to certain disclosure requirements associated with the fair value of financial assets and liabilities. In the ordinary course of business, the Company makes investments in non-public companies, which historically were recognized under the cost method of accounting.  Under the new guidance, these investments are prospectively adjusted for observable price changes through earnings upon the identification of identical or similar transactions of the same issuer. The adoption of the guidance, as of January 1, 2018, did not have a material impact on the Company’s financial position, results of operations and cash flows. The Company implemented changes to its accounting policies, business processes and internal controls in support of the new guidance.
In February 2016, the FASB issued new accounting guidance on leases. The guidance, effective January 1, 2019, with early adoption permitted, requires virtually all leases to be recognized on the Consolidated Balance Sheets. The Company will adopt the standard effective January 1, 2019, and is currently planning on using the modified retrospective approach, which requires recording existing operating leases on the Consolidated Balance Sheets upon adoption and in the comparative period. The Company is in the process of upgrading its lease administration software and changing business processes and internal controls in preparation for the adoption. Specifically, the Company is currently reviewing its lease portfolio and is evaluating and interpreting the requirements under the guidance, including the available accounting policy elections, in order to determine the impacts on the Company’s financial position, results of operations and cash flows upon adoption.
In June 2016, the FASB issued new accounting guidance for recognition of credit losses on financial instruments, effective January 1, 2020, with early adoption permitted on January 1, 2019. The guidance introduces a new credit reserving model known as the Current Expected Credit Loss (CECL) model, which is based on expected losses, and differs significantly from the incurred loss approach used today. The CECL model requires measurement of expected credit losses not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. In addition, for available-for-sale debt securities, the new guidance replaces the other-than-temporary impairment model, and requires the recognition of an allowance for reductions in a security’s fair value attributable to declines in credit quality, instead of a direct write-down of the security when a valuation decline was determined to be other-than-temporary. The guidance also requires a cumulative-effect adjustment to retained earnings as of the beginning of the reporting period of adoption. The Company does not intend to adopt the new standard early and is currently evaluating the impact the new guidance will have on its financial position, results of operations and cash flows; however, it is expected that the CECL model will alter the assumptions used in estimating credit losses on Card Member loans and receivables,  and may result in material increases to the Company’s credit reserves as the new guidance involves earlier recognition of expected losses for the life of the assets.  The Company has established an enterprise-wide, cross-discipline governance structure to implement the new standard, and continues to identify and conclude on key interpretive issues along with evaluating its existing credit loss forecasting models and processes in relation to the new guidance to determine what modifications may be required.

92


In August 2017, the FASB issued new accounting guidance providing targeted improvements to the accounting for hedging activities, effective January 1, 2019, with early adoption permitted in any interim period or fiscal year before the effective date. The guidance introduces a number of amendments, several of which are optional, that are designed to simplify the application of hedge accounting, improve financial statement transparency and more closely align hedge accounting with an entity’s risk management strategies. Effective January 1, 2018, the Company adopted the guidance, with no material impact on its financial position, results of operations and cash flows, along with associated changes to its accounting policies, business processes and internal controls in support of the new guidance.
In February 2018, as a result of the enactment of the Tax Cuts and Jobs Act (the Tax Act), the FASB issued new accounting guidance on the reclassification of certain tax effects from AOCI to retained earnings. The optional guidance is effective January 1, 2019, with early adoption permitted. The Company is evaluating whether it will adopt the new guidance along with any impacts on the Company’s financial position, results of operations and cash flows, none of which are expected to be material.

CLASSIFICATION OF VARIOUS ITEMS

Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Specifically, during 2016, the Company determined that in the Consolidated Statementspresentation, including reclassification of restricted cash from Other assets to Cash Flows for the comparative periods ended June 30, 2015, September 30, 2015 and December 31, 2015, certain activities related to long-term debt repayments were misclassified between financing activities and operating activities. There is no impact to the Consolidated Statements of Income or Consolidated Balance Sheets. The Company evaluated the effects of these misclassifications and concluded that none are material to any of its previously issued Consolidated Financial Statements. Nevertheless, the Company elected to revise prospectively the comparative periods mentioned above. For the year ended December 31, 2015, this revision resulted in a $361 million decrease to both Net cash used in financing activities and Net cash provided by operating activities. In addition, travel commissions and fees, which were previously disclosed separately on the Consolidated Statements of Income, are now included within Other fees and commissions.


NOTE 2

BUSINESS EVENTS


LOANS AND RECEIVABLES HELD FOR SALE


During the fourth quarter of 2015, it was determined the Company would sell the Card Member loans and receivables related to its cobrand partnerships with JetBlue Airways Corporation (JetBlue) and Costco Wholesale Corporation (Costco) in the United States (the HFS portfolios). As a result, the HFS portfolios were presented as held for sale (HFS)equivalents on the Consolidated Balance Sheets within Card MemberSheets.




104

Table of Contents
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS
In March 2020, the Financial Accounting Standards Board issued new accounting guidance related to the effects of reference rate reform on financial reporting. The guidance, effective for reporting periods through December 31, 2022, provides accounting relief for contract modifications that replace an interest rate impacted by reference rate reform (e.g., LIBOR) with a new alternative reference rate. The guidance is applicable to investment securities, receivables, loans, debt, leases, derivatives and receivables HFShedge accounting elections and other contractual arrangements. We adopted the guidance as of DecemberMarch 31, 2015. During2020, with no material impact on our financial position, results of operations and cash flows. There were no significant changes to our accounting policies, business processes or internal controls as a result of adopting the first halfnew guidance.
Effective January 1, 2020, we adopted the new credit reserving methodology, applicable to certain financial instruments, known as the Current Expected Credit Loss (CECL) methodology under a modified retrospective transition. The CECL methodology requires measurement of 2016,expected credit losses for the Company completedestimated life of the sales of substantially all of these outstanding Card Member loansfinancial instrument, not only based on historical experience and receivables HFScurrent conditions, but also by including reasonable and recognized gains, as an expense reduction in Other expenses, of $127supportable forecasts incorporating forward-looking information. Upon implementation, total loan reserves increased by $1,663 million and $1.1 billion duringtotal receivable reserves decreased by $493 million, along with the three months ended March 31, 2016associated current and June 30, 2016, respectively. Thedeferred tax impact of $288 million, and an offset to the sales, includingopening balance of retained earnings, net of tax, of $882 million. There were no material changes to our business processes or internal controls as a result of adopting the new guidance. Refer to Note 3 for additional information on how management estimates reserves for credit losses in accordance with the CECL methodology.
In addition, for available-for-sale debt securities, the new methodology replaces the other-than-temporary impairment model and requires the recognition of the proceeds received and the reclassification of the retained Card Member loans and receivables, was reported within the investing section of the Consolidated Statements of Cash Flows asan allowance for reductions in a net decrease in Card Member receivables and loans, including HFS. From the point of classification as HFS through the sale completion dates, the Company continued to recognize discount revenue, interest income, other revenues and expenses related to the HFS portfolios in the respective line items on the Consolidated Statements of Income, with changes in the valuation of the HFS portfolios recognized in Other expenses.
GOODWILL AND TECHNOLOGY IMPAIRMENT
As discussed in Note 1, the Company evaluates goodwill for impairment annually, or more frequently if events occur or circumstances change that would more likely than not reduce thesecurity’s fair value of one or more of the Company’s reporting units below its carrying value. Based on its annual assessment as of June 30, 2015, the Company determined that goodwill was not impaired; however, during the fourth quarter of 2015, the Company announced changesattributable to its management organizational structure under which reconsideration of the Company’s Prepaid Services business (a reporting unit that is includeddeclines in Corporate & Other) occurred. As a result, the Company determined that sufficient indicators of potential impairment of goodwill existed and performed an impairment evaluation. In performing its quantitative impairment assessment, it was determined the carrying value of the Prepaid Services business’ goodwill exceeded its implied fair value and the Company recognized an impairment loss. The fair value of the Prepaid Services business asset group was measured based on an income approach (discounted cash flow valuation methodology), with the assistancecredit quality, instead of a third-party valuation firm. Prior to completing the assessment of goodwill for impairment, the Company performed a recoverability test of certain long-lived assets in the Prepaid Services business and determined that certain long-lived assets, primarily technology assets, were not recoverable. As a result, during the fourth quarter of 2015, the Company recorded a $384 million impairment charge, comprising a $219 milliondirect write-down of the entire balance of goodwill in the Prepaid Services business andsecurity, when a $165 million write-down of technology and other assetsvaluation decline is determined to fair value. These charges were reported in Other expenses.be other-than-temporary. There was no financial impact related to this implementation. Refer to Note 74 for further discussion of the Company’s goodwill and intangible assets.additional information.






105

NOTE 32

LOANS AND ACCOUNTS RECEIVABLECARD MEMBER RECEIVABLES


The Company’sOur lending and charge payment card products result in the generation of Card Member loans and Card Member receivables, respectively.receivables. We also extend credit to consumer and commercial customers through non-card financing products, resulting in Other loans. Reserves for reporting periods beginning after January 1, 2020 are presented using the CECL methodology, while comparative information continues to be reported in accordance with the incurred loss methodology in effect for prior periods.
CARD MEMBER AND OTHER LOANS


Card Member loans are recorded at the time a Card Member enters into a point-of-sale transaction with a merchant and represent revolving amounts due on lending card products, as well as amounts due from charge Card Members who utilize the Pay Over Time features on their account and elect to revolve a portion of the outstanding balance by entering into a revolving payment arrangement with the Company.us. These loans have a range of terms such as credit limits, interest rates, fees and payment structures, which can be revised over time based on new information about Card Members, and in accordance with applicable regulations and the respective product’s terms and conditions. Card Members holding revolving loans are typically required to make monthly payments based on pre-established amounts and the amounts that Card Members choose to revolve are subject to finance charges.


Card Member loans are presented on the Consolidated Balance Sheets net of reserves for credit losses (refer to Note 4)3), and include principal and any related accrued interest and fees. The Company’sOur policy generally is to cease accruing interest on a Card Member loan at the time the account is written off, and establish reserves for interest that the Company believeswe believe will not be collected.


Other loans are recorded at the time any extension of credit is provided to consumer and commercial customers for non-card financing products. These loans have a range of fixed terms such as interest rates, fees and repayment periods. Borrowers are typically required to make pre-established monthly payments over the term of the loan. Non-card financing products are not associated with a Card Member agreement, and instead are governed by a separate borrowing relationship. Other loans are presented on the Consolidated Balance Sheets net of reserves for credit losses, and include principal and any related accrued interest and fees.
Card Member loans by segment and Other loans as of December 31, 20172020 and 20162019 consisted of: 

(Millions)20202019
Global Consumer Services Group(a)
$60,084 $73,266 
Global Commercial Services13,289 14,115 
Card Member loans73,373 87,381 
Less: Reserve for credit losses5,344 2,383 
Card Member loans, net$68,029 $84,998 
Other loans, net(b)
$2,614 $4,626 
(a)Includes approximately $25.9 billion and $32.2 billion of gross Card Member loans available to settle obligations of a consolidated VIE as of December 31, 2020 and 2019, respectively.
(b)Other loans represent consumer and commercial non-card financing products, and Small Business Administration Paycheck Protection Program (PPP) loans. There were $0.6 billion of gross PPP loans outstanding as of December 31, 2020. Other loans are presented net of reserves for credit losses of $238 million and $152 million as of December 31, 2020 and 2019, respectively.




106
(Millions) 2017  2016 
U.S. Consumer Services(a)
 $53,668  $48,758 
International Consumer and Network Services  8,651   6,971 
Global Commercial Services  11,080   9,536 
Card Member loans  73,399   65,265 
Less: Reserve for losses  1,706   1,223 
Card Member loans, net $71,693  $64,042 
Other loans, net(b)
 $2,607  $1,419 

(a)Includes approximately $25.7 billion and $26.1 billion of gross Card Member loans available to settle obligations of a consolidated VIE as of December 31, 2017 and 2016, respectively.
Table of Contents
(b)Other loans primarily represent personal and commercial financing products. Other loans are presented net of reserves for losses of $80 million and $42 million as of December 31, 2017 and 2016, respectively.

CARD MEMBER AND OTHER RECEIVABLES
Card Member receivables are also recorded at the time a Card Member enters into a point-of-sale transaction with a merchant and represent amounts due on charge card products. Each charge card transaction is authorized based on its likely economics, a Card Member’s most recent credit information and spend patterns. Additionally, global spend limits are established to limit the maximum exposure for the Company.
Charge Card Members generally must pay the full amount billed each month. Card Member receivable balances are presented on the Consolidated Balance Sheets net of reserves for credit losses (refer to Note 4)3), and include principal and any related accrued fees.
Card Member accounts receivablereceivables by segment and Other receivables as of December 31, 20172020 and 20162019 consisted of:
(Millions) 2017  2016 
U.S. Consumer Services (a)
 $13,143  $12,302 
International Consumer and Network Services  7,803   5,966 
Global Commercial Services  33,101   29,040 
Card Member receivables  54,047   47,308 
Less: Reserve for losses  521   467 
Card Member receivables, net $53,526  $46,841 
Other receivables, net (b)
 $3,163  $3,232 
(a)Includes $8.9 billion of gross Card Member receivables available to settle obligations of a consolidated VIE as of both December 31, 2017 and 2016.
(Millions)20202019
Global Consumer Services Group (a)
$18,685 $22,844 
Global Commercial Services (b)
25,016 34,569 
Card Member receivables43,701 57,413 
Less: Reserve for credit losses267 619 
Card Member receivables, net$43,434 $56,794 
(b)Other receivables primarily represent amounts related to (i) GNS partner banks for items such as royalty and franchise fees, (ii) certain merchants for billed discount revenue, (iii) tax-related receivables,  and (iv) loyalty coalition partners for points issued, as well as program participation and servicing fees. Other receivables are presented net of reserves for losses of $31 million and $45 million as of December 31, 2017 and 2016, respectively.
(a)Includes NaN and $8.3 billion of gross Card Member receivables available to settle obligations of a consolidated VIE as of December 31, 2020 and 2019, respectively.
(b)Includes $4.3 billion and NaN of gross Card Member receivables available to settle obligations of a consolidated VIE as of December 31, 2020 and 2019, respectively.


94




107


CARD MEMBER LOANS AND CARD MEMBER RECEIVABLES AGING
Generally, a Card Member account is considered past due if payment is not received within 30 days after the billing statement date. The following table presents the aging of Card Member loans and receivables as of December 31, 20172020 and 2016:
2017 (Millions)
 Current  
30-59
Days Past Due
  
60-89
Days Past Due
  
90+
Days Past Due
  Total 
Card Member Loans:               
U.S. Consumer Services $52,961  $201   162   344  $53,668 
International Consumer and Network Services  8,530   37   28   56   8,651 
Global Commercial Services                    
Global Small Business Services  10,892   43   31   59   11,025 
Global Corporate Payments(a)
 (b)  (b)  (b)      55 
Card Member Receivables:                    
U.S. Consumer Services $12,993   53   33   64  $13,143 
International Consumer and Network Services  7,703   29   21   50   7,803 
Global Commercial Services                    
Global Small Business Services  15,868   91   54   106   16,119 
Global Corporate Payments(a)
 (b)  (b)  (b)   148   16,982 
                     
2016 (Millions)
 Current  
30-59
Days Past Due
  
60-89
Days Past Due
  
90+
Days Past Due
  Total 
Card Member Loans:                    
U.S. Consumer Services $48,216  $156  $119  $267  $48,758 
International Consumer and Network Services  6,863   32   24   52   6,971 
Global Commercial Services                    
Global Small Business Services  9,378   34   23   49   9,484 
Global Corporate Payments(a)
 (b)  (b)  (b)      52 
Card Member Receivables:                    
U.S. Consumer Services $12,158  $45  $30  $69  $12,302 
International Consumer and Network Services  5,888   22   15   41   5,966 
Global Commercial Services                    
Global Small Business Services  14,047   77   47   102   14,273 
Global Corporate Payments(a)
 (b)  (b)  (b)   135   14,767 
(a)For Global Corporate Payments (GCP) Card Member loans and receivables in GCS, delinquency data is tracked based on days past billing status rather than days past due. A Card Member account is considered 90 days past billing if payment has not been received within 90 days of the Card Member’s billing statement date. In addition, if the Company initiates collection procedures on an account prior to the account becoming 90 days past billing, the associated Card Member loan and receivable balance is classified as 90 days past billing. These amounts are shown above as 90+ Days Past Due for presentation purposes. See also (b).
2019:
(b)Delinquency data for periods other than 90 days past billing is not available due to system constraints. Therefore, such data has not been utilized for risk management purposes. The balances that are current to 89 days past due can be derived as the difference between the Total and the 90+ Days Past Due balances.
2020 (millions)Current30-59
Days Past Due
60-89
Days Past Due
90+
Days Past
Due
Total
Card Member Loans:
Global Consumer Services Group$59,442 $177 $148 $317 $60,084 
Global Commercial Services
Global Small Business Services13,132 27 20 47 13,226 
Global Corporate Payments(a)
(b)(b)(b)0 63 
Card Member Receivables:
Global Consumer Services Group18,570 33 26 56 18,685 
Global Commercial Services
Global Small Business Services$14,023 $37 $21 $38 $14,119 
Global Corporate Payments(a)
(b)(b)(b)$60 $10,897 

2019 (millions)Current30-59
Days Past Due
60-89
Days Past Due
90+
Days Past
Due
Total
Card Member Loans:
Global Consumer Services Group$72,101 $322 $253 $590 $73,266 
Global Commercial Services
Global Small Business Services13,898 56 40 85 14,079 
Global Corporate Payments(a)
(b)(b)(b)36 
Card Member Receivables:
Global Consumer Services Group22,560 86 58 140 22,844 
Global Commercial Services
Global Small Business Services$17,113 $99 $58 $134 $17,404 
Global Corporate Payments(a)
(b)(b)(b)$136 $17,165 
(a)Global Corporate Payments (GCP) reflects global, large and middle market corporate accounts. Delinquency data is tracked based on days past billing status rather than days past due. A Card Member account is considered 90 days past billing if payment has not been received within 90 days of the Card Member’s billing statement date. In addition, if we initiate collection procedures on an account prior to the account becoming 90 days past billing, the associated Card Member loan or receivable balance is classified as 90 days past billing. These amounts are shown above as 90+ Days Past Due for presentation purposes. See also (b).
(b)Delinquency data for periods other than 90+ days past billing is not available due to system constraints. Therefore, such data has not been utilized for risk management purposes. The balances that are current to 89 days past due can be derived as the difference between the Total and the 90+ Days Past Due balances.


95


108


CREDIT QUALITY INDICATORS FOR CARD MEMBER LOANS AND RECEIVABLES

The following tables present the key credit quality indicators as of or for the years ended December 31:

  2017 2016 
  Net Write-Off Rate   Net Write-Off Rate   
  
Principal
Only(a)
 
Principal,
Interest, &
Fees(a)
 
30+
Days Past Due
as a % of
Total
 
Principal
Only(a)
 
Principal,
Interest, &
Fees(a)
 
30+
Days Past Due
as a % of
Total
 
Card Member Loans:             
U.S. Consumer Services 1.8%2.1%1.3%1.5%1.8%1.1%
International Consumer and Network Services 2.1%2.5%1.4%2.0%2.5%1.6%
Global Small Business Services 1.6%1.9%1.2%1.4%1.7%1.1%
Card Member Receivables:             
U.S. Consumer Services 1.3%1.4%1.1%1.4%1.6%1.2%
International Consumer and Network Services 2.0%2.1%1.3%2.0%2.2%1.3%
Global Small Business Services 1.6%1.8%1.6%1.5%1.7%1.6%
              
      2017 2016 
      
Net Loss
Ratio as
a % of
Charge
Volume
 
90+
Days Past Billing
as a % of
Receivables
 
Net Loss
Ratio as
a % of
Charge
Volume
 
90+
Days Past Billing
as a % of
Receivables
 
Card Member Receivables:             
Global Corporate Payments     0.10%0.9%0.09%0.9%
(a)The Company presents a net write-off rate based on principal losses only (i.e., excluding interest and/or fees) to be consistent with industry convention. In addition, because the Company considers uncollectible interest and/or fees in estimating its reserves for credit losses, a net write-off rate including principal, interest and/or fees is also presented.
20202019
Net Write-Off RateNet Write-Off Rate
Principal
Only(a)
Principal,
Interest, &
Fees(a)
30+
Days Past Due
as a % of
Total
Principal
Only(a)
Principal,
Interest, &
Fees(a)
30+
Days Past Due
as a % of
Total
Card Member Loans:
Global Consumer Services Group2.5 %3.0 %1.1 %2.3 %2.8 %1.6 %
Global Small Business Services2.1 %2.4 %0.7 %1.9 %2.2 %1.3 %
Card Member Receivables:
Global Consumer Services Group1.7 %1.9 %0.6 %1.7 %1.9 %1.2 %
Global Small Business Services2.1 %2.3 %0.7 %1.9 %2.1 %1.7 %
Global Corporate Payments(b)1.9 %(c)(b)(d)(c)

(a)We present a net write-off rate based on principal losses only (i.e., excluding interest and/or fees) to be consistent with industry convention. In addition, because we consider uncollectible interest and/or fees in estimating our reserves for credit losses, a net write-off rate including principal, interest and/or fees is also presented.
(b)Net write-off rate based on principal losses only is not available due to system constraints.
(c)For GCP Card Member receivables, delinquency data is tracked based on days past billing status rather than days past due. Delinquency data for periods other than 90+ days past billing is not available due to system constraints. 90+ Days Past Billing as a % of total was 0.6% and 0.8% for the years ended December 31, 2020 and 2019, respectively.
(d)Net loss ratio was the credit quality indicator for GCP Card Member receivables for prior periods and represents the ratio of GCP Card Member receivables write-offs, consisting of principal (resulting from authorized transactions) and fee components, less recoveries, on Card Member receivables expressed as a percentage of gross amounts billed to corporate Card Members. The net loss ratio for the year ended December 31, 2019 was 0.08%.
Refer to Note 43 for additional indicators, including external environmental qualitative factors, management considers in its monthly evaluation process for reserves for credit losses.
IMPAIRED CARD MEMBER LOANS AND RECEIVABLES


Impaired Card Member loans and receivables are individual larger balance or homogeneous pools of smaller balance loans and receivables for which it is probable that the Companywe will be unable to collect all amounts due according to the original contractual terms of the Card Membercustomer agreement. The Company considersWe consider impaired loans and receivables to include:include (i) loans over 90 days past due still accruing interest, (ii) nonaccrual loans and (iii) loans and receivables modified as troubled debt restructurings (TDRs).


In instances where the Card Membercustomer is experiencing financial difficulty, the Companywe may modify, through various financial relief programs, Card Member loans and receivables in orderwith the intention to minimize losses and improve collectability, while providing Card Memberscustomers with temporary or permanent financial relief. The Company hasWe have classified Card Member loans and receivables in these modification programs as TDRs and continuescontinue to classify Card Membercustomer accounts that have exited a modification program as a TDR, with such accounts identified as “Out of Program TDRs.”
Such modifications to the loans and receivables primarily include (i) temporary interest rate reductions (possibly as low as zero percent, in which case the loan is characterized as non-accrual in the Company’sour TDR disclosures), (ii) placing the Card Membercustomer on a fixed payment plan not to exceed 60 months and (iii) suspending delinquency fees until the Card Membercustomer exits the modification program. Upon entering the modification program, the Card Member’scustomer’s ability to make future purchases is either cancelled,limited, canceled, or in certain cases suspended until the Card Membercustomer successfully exits from the modification program. In accordance with the modification agreement with the Card Member,customer, loans and/or receivables may revert back to the original contractual terms (including the contractual interest rate)rate where applicable) when the Card Membercustomer exits the modification program, which is (i) when all payments have been made in accordance with the modification agreement or (ii) when the Card Membercustomer defaults out of the modification program. The Company establishes a reserve for Card Member interest charges and fees considered to be uncollectible.


96




109


Reserves for Card Member loans and receivables modified asmodifications deemed TDRs are determined as the difference between themeasured individually and incorporate a discounted cash flows expected to be received from the Card Member (taking into consideration the probability of subsequent defaults), discounted at the original effective interest rates, and the carrying value of the related Card Member loan or receivables balance. The Company determines the original effective interest rate as the interest rate in effect prior to the imposition of any penalty interest rate.flow model. All changes in the impairment measurement are included in Provisionswithin provisions for lossescredit losses.
In response to the COVID-19 pandemic, the United States enacted legislation that provided the option to temporarily suspend (i) certain requirements under U.S. GAAP for loan modifications related to the COVID-19 pandemic that would otherwise be treated as TDRs and (ii) any determination that a loan modified as a result of the COVID-19 pandemic is a TDR (including impairment for accounting purposes). Based on the nature of our programs, we have not elected the accounting and reporting relief afforded by this legislation and continue to report modifications as TDRs.
In the first quarter of 2020, we created a Customer Pandemic Relief (CPR) program for customers who have been impacted by the COVID-19 pandemic to provide a concession in the Consolidated Statementsform of Income.


payment deferrals and waivers of certain fees and interest. We assessed the CPR program and determined that eligible loan modifications were temporary in nature, for example, less than three months, and not considered TDRs. Our short-term CPR programs are no longer widely available with immaterial balances remaining in the program as of December 31, 2020.

97


110


The following tables provide additional information with respect to the Company’sour impaired Card Member loans and receivables. Impaired Card Member receivables are not significant for ICNS as of December 31, 2017, 20162020, 2019 and 2015; therefore, this segment’s receivables2018.
As of December 31, 2020
Accounts Classified
as a TDR (c)
(Millions)
Over 90 days Past Due & Accruing Interest(a)
Non-Accruals(b)
In Program(d)
Out of Program(e)
Total Impaired BalanceReserve for Credit Losses - TDRs
Card Member Loans:
Global Consumer Services Group$203 $146 $1,586 $248 $2,183 $782 
Global Commercial Services21 29 478 67 595 285 
Card Member Receivables:
Global Consumer Services Group0 0 240 34 274 60 
Global Commercial Services0 0 534 75 609 139 
Other Loans(f)
2 1 248 6 257 80 
Total$226 $176 $3,086 $430 $3,918 $1,346 

As of December 31, 2019
Accounts Classified
as a TDR (c)
(Millions)
Over 90 days Past Due & Accruing Interest(a)
Non-Accruals(b)
In Program(d)
Out of Program(e)
Total Impaired BalanceReserve for Credit Losses - TDRs
Card Member Loans:
Global Consumer Services Group$384 $284 $500 $175 $1,343 $137 
Global Commercial Services44 54 97 38 233 22 
Card Member Receivables:
Global Consumer Services Group56 16 72 
Global Commercial Services109 30 139 
Total$428 $338 $762 $259 $1,787 $168 

As of December 31, 2018
Accounts Classified
as a TDR (c)
(Millions)
Over 90 days Past Due & Accruing Interest(a)
Non-Accruals(b)
In Program(d)
Out of Program(e)
Total Impaired BalanceReserve for Credit Losses - TDRs
Card Member Loans:
Global Consumer Services Group$344 $236 $313 $131 $1,024 $80 
Global Commercial Services43 43 59 29 174 14 
Card Member Receivables:
Global Consumer Services Group29 13 42 
Global Commercial Services61 25 86 
Total$387 $279 $462 $198 $1,326 $101 
(a)Our policy is generally to accrue interest through the date of write-off (typically 180 days past due). We establish reserves for interest that we believe will not be collected. Amounts presented exclude loans classified as a TDR.
(b)Non-accrual loans not in modification programs primarily include certain loans placed with outside collection agencies for which we have ceased accruing interest. Amounts presented exclude loans classified as TDRs.
(c)Accounts classified as a TDR include $32 million, $26 million and $17 million that are over 90 days past due and accruing interest and $11 million, $10 million and $6 million that are non-accruals as of December 31, 2020, 2019 and 2018, respectively.
(d)In Program TDRs include accounts that are currently enrolled in a modification program.
(e)Out of Program TDRs include $316 million, $188 million and $148 million of accounts that have successfully completed a modification program and $114 million, $72 million and $50 million of accounts that were not included in compliance with the following tables.terms of the modification programs as of December 31, 2020, 2019 and 2018, respectively.

 As of December 31, 2017 
             
Accounts Classified
as a TDR (c)
           
(Millions)Over 90 days Past Due & Accruing Interest(a)  Non-Accruals(b)  In Program (d) Out of Program(e)  Total Impaired Balance Unpaid Principal Balance Allowance for TDRs 
Card Member Loans:                          
U.S. Consumer Services  $233   $168   $178   $131   $710  $639  $49 
International Consumer and Network Services   56                56   55    
Global Commercial Services   38    31    31    27    127   118   8 
Card Member Receivables:                                 
U.S. Consumer Services           15    9    24   24   1 
Global Commercial Services           37    19    56   56   2 
Total  $327   $199   $261   $186   $973  $892  $60 
                                  
 As of December 31, 2016 
                
Accounts Classified
as a TDR (c)
              
(Millions)Over 90 days Past Due & Accruing Interest(a)  Non-Accruals(b)  In Program(d)  Out of Program(e)  Total Impaired Balance 
Unpaid
Principal
Balance
 Allowance for TDRs 
Card Member Loans:                                 
U.S. Consumer Services  $178   $139   $165   $129   $611  $558  $51 
International Consumer and Network Services   52                52   51    
Global Commercial Services   30    30    26    26    112   103   9 
Card Member Receivables:                                 
U.S. Consumer Services           11    6    17   17   7 
Global Commercial Services           28    10    38   38   21 
Total  $260   $169   $230   $171   $830  $767  $88 
                                  
 As of December 31, 2015 
                
Accounts Classified
as a TDR (c)
              
(Millions)Over 90 days Past Due & Accruing Interest(a)  Non-Accruals(b)  In Program(d)  Out of Program(e)  Total Impaired Balance 
Unpaid
Principal
Balance
 Allowance for TDRs 
Card Member Loans:                                 
U.S. Consumer Services  $140   $124   $149   $89   $502  $463  $44 
International Consumer and Network Services   52                52   51    
Global Commercial Services   24    26    23    18    91   85   9 
Card Member Receivables:                                 
U.S. Consumer Services           11    3    14   14   8 
Global Commercial Services           16    3    19   19   12 
Total  $216   $150   $199   $113   $678  $632  $73 
(a)The Company’s policy is generally to accrue interest through the date of write-off (typically 180 days past due). The Company establishes reserves for interest that it believes will not be collected. Amounts presented exclude Card Member loans classified as a TDR.
(b)Non-accrual loans not in modification programs primarily include certain Card Member loans placed with outside collection agencies for which the Company has ceased accruing interest. Amounts presented exclude Card Member loans classified as a TDR.
(c)Accounts classified as a TDR include $15 million, $20 million and $20 million that are over 90 days past due and accruing interest and $5 million, $11 million and $18 million that are non-accruals as of December 31, 2017, 2016 and 2015, respectively.
(d)In Program TDRs include Card Member accounts that are currently enrolled in a modification program.
(e)Out of Program TDRs include $141 million, $132 million and $84 million of Card Member accounts that have successfully completed a modification program and $45 million, $39 million and $29 million of Card Member accounts that were not in compliance with the terms of the modification programs as of December 31, 2017, 2016 and 2015, respectively.
(f)Other loans primarily represent consumer and commercial non-card financing products. Prior period balances were not significant.
98




111

The following table provides information with respect to the Company’s average balances  and interest income recognized from Impaired Card Member loans and the average balances of impaired Card Member receivables for the years ended December 31:
2017 (Millions)
 Average Balance Interest Income Recognized 
Card Member Loans:      
   U.S. Consumer Services $643  $68 
   International Consumer and Network Services  56   17 
   Global Commercial Services  120   17 
Card Member Receivables:        
   U.S. Consumer Services  20    
   Global Commercial Services  45    
Total $884  $102 
         
2016 (Millions)
 Average Balance 
Interest Income
Recognized
 
Card Member Loans:        
   U.S. Consumer Services $559  $53 
   International Consumer and Network Services  53   15 
   Global Commercial Services  103   13 
Card Member Receivables:        
   U.S. Consumer Services  14    
   Global Commercial Services  28    
Total $757  $81 
         
2015 (Millions)
 Average Balance 
Interest Income
Recognized
 
Card Member Loans:        
   U.S. Consumer Services $569  $48 
   International Consumer and Network Services  54   14 
   Global Commercial Services  104   11 
Card Member Receivables:        
   U.S. Consumer Services  13    
   Global Commercial Services  20    
Total $760  $73 
CARD MEMBER LOANS AND RECEIVABLES MODIFIED AS TDRSTDRs

The following table provides additional information with respect to the USCS and GCS Card Member loans and receivables modified as TDRs for the years ended December 31, 2017, 201631:
2020Number of Accounts
(thousands)
Outstanding Balances
(millions) (a)
Average Interest Rate Reduction
(% points)
Average Payment Term Extensions
(# of months)
Troubled Debt Restructurings:
Card Member Loans272 $2,347 14 (b)
Card Member Receivables47 1,202 (c)19
Other Loans(d)
9 $345 3 16
Total328 $3,894 

2019Number of Accounts
(thousands)
Outstanding Balances
(millions) (a)
Average Interest Rate Reduction
(% points)
Average Payment Term Extensions
(# of months)
Troubled Debt Restructurings:
Card Member Loans78 $602 13 (b)
Card Member Receivables210 (c)26
Total87 $812 

2018Number of Accounts
(thousands)
Outstanding Balances
(millions) (a)
Average Interest Rate Reduction
(% points)
Average Payment Term Extensions
(# of months)
Troubled Debt Restructurings:
Card Member Loans51 $377 12 (b)
Card Member Receivables110 (c)28
Total57 $487 
(a)Represents the outstanding balance immediately prior to modification. The outstanding balance includes principal, fees and 2015. The ICNSaccrued interest on loans and principal and fees on receivables. Modifications did not reduce the principal balance.
(b)For Card Member loans, there have been no payment term extensions.
(c)We do not offer interest rate reduction programs for Card Member receivables as the receivables are non-interest bearing.
(d)Other loans primarily represent consumer and receivables modificationscommercial non-card financing products. Prior period balances were not significant; therefore, this segment is not included in the following TDR disclosures.

2017 
Number of Accounts
(in thousands)
  
Outstanding Balances
($ in millions) (a)
  
Average Interest Rate Reduction
(% points)
  
Average Payment Term Extensions
(# of months)
 
Troubled Debt Restructurings:            
Card Member Loans  33  $224   10  (b) 
Card Member Receivables  6   83  (c)   28 
Total  39  $307         
                 
2016 
Number of Accounts
(in thousands)
  
Outstanding Balances
($ in millions) (a)
  
Average Interest Rate Reduction
(% points)
  
Average Payment Term Extensions
(# of months)
 
Troubled Debt Restructurings:                
Card Member Loans  31  $220   9  (b) 
Card Member Receivables  9   123  (c)   18 
Total  40  $343         
                 
2015 
Number of Accounts
(in thousands)
  
Outstanding Balances
($ in millions) (a)
  
Average Interest Rate Reduction
(% points)
  
Average Payment Term Extensions
(# of months)
 
Troubled Debt Restructurings:                
Card Member Loans  40  $285   9  (b) 
Card Member Receivables  12   147  (c)   12 
Total  52  $432         
(a)Represents the outstanding balance immediately prior to modification. The outstanding balance includes principal, fees and accrued interest on Card Member loans and principal and fees on Card Member receivables. Modifications did not reduce the principal balance.
(b)For Card Member loans, there have been no payment term extensions.
(c)The Company does not offer interest rate reduction programs for Card Member receivables as the receivables are non-interest bearing.
significant.
100




112


The following table provides information with respect to the USCS and GCS Card Member loans and receivables modified as TDRs that subsequently defaulted within 12 months of modification for the years ended December 31, 2017, 20162020, 2019 and 2015.2018. A Card Member iscustomer can miss up to three payments before being considered in default, of a modification program after one and up to two missed payments, depending on the terms of the modification program. For all Card Memberscustomers that defaulted from a modification program, the probability of default is factored into the reserves for Card Member loans and receivables.

2020Number of Accounts
(thousands)
Aggregated
Outstanding Balances
Upon Default(a)
(millions)
Troubled Debt Restructurings That Subsequently Defaulted:
Card Member Loans17 $127 
Card Member Receivables3 55 
Other Loans(b)
3 $6 
Total23 $188 

 Number of Accounts 
Aggregated Outstanding Balances Upon Default(a)
 
2017 (thousands) (millions) 
Troubled Debt Restructurings That Subsequently Defaulted:      
Card Member Loans  6  $39 
Card Member Receivables  3   7 
Total  9  $46 
         
 Number of Accounts 
Aggregated Outstanding Balances Upon Default(a)
 
2016 (thousands) (millions) 
Troubled Debt Restructurings That Subsequently Defaulted:        
Card Member Loans  7  $41 
Card Member Receivables  3   4 
Total  10  $45 
         
 Number of Accounts 
Aggregated Outstanding Balances Upon Default(a)
 
2015 (thousands) (millions) 
Troubled Debt Restructurings That Subsequently Defaulted:        
Card Member Loans  8  $52 
Card Member Receivables  3   5 
Total  11  $57 
(a)The outstanding balances upon default include principal, fees and accrued interest on Card Member loans, and principal and fees on Card Member receivables.
Number of Accounts
Aggregated
Outstanding Balances
Upon Default(a)
2019(thousands)(millions)
Troubled Debt Restructurings That Subsequently Defaulted:
Card Member Loans12 $86 
Card Member Receivables20 
Total16 $106 

Number of Accounts
Aggregated Outstanding
Balances
Upon Default(a)
2018(thousands)(millions)
Troubled Debt Restructurings That Subsequently Defaulted:
Card Member Loans$46 
Card Member Receivables11 
Total12 $57 
(a)The outstanding balances upon default include principal, fees and accrued interest on loans, and principal and fees on receivables.
(b)Other loans primarily represent consumer and commercial non-card financing products. Prior period balances were not significant.


NOTE 4


113

NOTE 3
RESERVES FOR CREDIT LOSSES

Reserves for credit losses relating to Card Member loans and receivables represent management’sour best estimate of the probable inherentexpected credit losses in the Company’sour outstanding portfolio of Card Member loans and receivables as of the balance sheet date. Management’s evaluation processThe CECL methodology, which became effective January 1, 2020, requires certain estimatesus to estimate lifetime expected credit losses by incorporating historical loss experience, as well as current and judgments.future economic conditions over a reasonable and supportable period (R&S Period), which is approximately three years, beyond the balance sheet date. We make various judgments combined with historical loss experience to determine a reserve rate that is applied to the outstanding loan or receivable balance to produce a reserve for expected credit losses.
Reserves for losses are primarily based upon statistical and analyticalWe use a combination of statistically-based models that analyze portfolio performanceincorporate current and reflect management’s judgmentfuture economic conditions throughout the R&S Period. The process of estimating expected credit losses is based on several key models: Probability of Default (PD), Exposure at Default (EAD), and future recoveries for each month of the R&S Period. Beyond the R&S Period, we estimate expected credit losses by immediately reverting to long-term average loss rates.
PD models are used to estimate the likelihood an account will be written-off.
EAD models are used to estimate the balance of an account at the time of write-off. This includes balances less expected repayments based on historical payment and revolve behavior, which vary by customer. Due to the nature of revolving loan portfolios, the EAD models are complex and involve assumptions regarding the relationship between future spend and payment behaviors.
Recovery models are used to estimate amounts that are expected to be received from Card Members after default occurs, typically as a result of collection efforts. Future recoveries are estimated taking into consideration the time of default, time elapsed since default and macroeconomic conditions.
We also estimate the likelihood and magnitude of recovery of previously written off accounts considering how long ago the account was written off and future economic conditions. Our models are developed using historical loss experience covering the economic cycle and consider the impact of account characteristics on expected losses.
Future economic conditions that are incorporated over the R&S Period include multiple macroeconomic scenarios provided to us by an independent third party. Management reviews these economic scenarios and applies judgment to weight them in order to reflect the uncertainty surrounding these scenarios. These macroeconomic scenarios contain certain variables, including unemployment rates and real gross domestic product, that are significant to our models.
We also evaluate whether to include qualitative reserves to cover losses that are expected but, in our assessment, may not be adequately represented in the quantitative components ofmethods or the reserve. The models take into account several factors, including delinquency-based loss migration rates, loss emergence periods and average losses and recoveries over an appropriate historical period. Management considerseconomic assumptions. We consider whether to adjust the quantitative reserves for certain external and internal qualitative(higher or lower) to address possible limitations within the models or factors which may increase or decreasenot included within the reserves for losses on Card Member loans and receivables. These external factors include employment, spend, sentiment, housing and credit, and changes in the legal and regulatory environment, while the internal factors include increased risk in certain portfolios, impact of risk management initiatives, changes in underwriting requirements and overall process stability. As part of this evaluation process, management also considers various reserve coverage metrics,models, such as reserves as a percentageexternal conditions, emerging portfolio trends, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due amounts, reserves as a percentageaccounts, or management risk actions.
Lifetime losses for most of Card Member loans or receivables, and net write-off coverage ratios.
Card Memberour loans and receivables are evaluated at an appropriate level of granularity, including assessment on a pooled basis where financial assets share similar risk characteristics, such as past spend and remittance behaviors, credit bureau scores where available, delinquency status, tenure of balance outstanding, amongst others. Credit losses on accrued interest are measured and presented as part of Reserves for credit losses on the Consolidated Balance Sheets and within the Provisions for credit losses in the Consolidated Statements of Income, rather than reversing interest income. Separate models are used for accounts deemed a troubled debt restructuring, which are measured individually using a discounted cash flow model. See Note 2 for information on troubled debt restructurings.
Loans and receivable balances are written off when management considerswe consider amounts to be uncollectible, which is generally determined by the number of days past due and is typically no later than 180 days past due. Card Memberdue for pay in full or revolving loans and 120 days past due for term loans. Loans and receivables in bankruptcy or owed by deceased individuals are generally written off upon notification,notification.
Results for reporting periods beginning January 1, 2020 are presented using the CECL methodology while comparative information continues to be reported in accordance with the incurred loss methodology in effect for prior years. Reserves for credit losses under the incurred loss methodology were primarily based upon statistical and analytical models that analyzed portfolio performance and reflected management’s judgments regarding the quantitative components of the reserve. The models considered several factors, including delinquency-based loss migration rates, loss emergence periods and average losses and recoveries are recognized as they are collected.
This Note is presented excluding amounts associated withover an appropriate historical period. Similar to the Card Member loansCECL methodology, we considered whether to adjust the quantitative reserves for certain external and receivables HFS as of December 31, 2015;internal qualitative factors, which may increase or decrease the Company did not have any Card Member loans and receivables HFS as of December 31, 2017 or 2016.
reserves for credit losses.
101



114

CHANGES IN CARD MEMBER LOANS RESERVE FOR CREDIT LOSSES

Card Member loans reserve for credit losses increased for the year ended December 31, 2020, primarily driven by deterioration of the global macroeconomic outlook, including unemployment and GDP, partially offset by improved credit performance and a decline in outstanding balances.
The following table presents changes in the Card Member loans reserve for credit losses for the years ended December 31:

(Millions) 2017  2016  2015 
Balance, January 1 $1,223  $1,028  $1,201 
Provisions(a)
  1,868   1,235   1,190 
Net write-offs            
Principal(b)
  (1,181)  (930)  (967)
Interest and fees(b)
  (227)  (175)  (162)
Transfer of reserves on HFS loan portfolios        (224)
Other(c)
  23   65   (10)
Balance, December 31 $1,706  $1,223  $1,028 
(a)Provisions for principal, interest and fee reserve components.
(Millions)202020192018
Beginning Balance(a)
$4,027 $2,134 $1,706 
Provisions(b)
3,453 2,462 2,266 
Net write-offs (c)
Principal(1,795)(1,860)(1,539)
Interest and fees(375)(375)(304)
Other(d)
34 22 
Ending Balance$5,344 $2,383 $2,134 
(b)Principal write-offs are presented less recoveries of $409(a)For the year ended December 31, 2020, beginning balance includes an increase of $1,643 million $379 million and $418 million, and include net write-offs from TDRs of $30 million, $34 million and $41 million, for the years ended December 31, 2017, 2016 and 2015, respectively. Recoveries of interest and fees were not significant.
(c)Includes foreign currency translation adjustments of $8 million, $(10) million and $(20) million, and other adjustments of $15 million, $8 million and $10 million for the years ended December 31, 2017, 2016 and 2015, respectively. The year ended December 31, 2016 included reserves of $67 million associated with $265 million of retained Card Member loans reclassified from HFS to held for investment as a result of retaining certain loans in connection with the respective sales of JetBlue and Costco cobrand card portfolios.

CARD MEMBER LOANS EVALUATED INDIVIDUALLY AND COLLECTIVELY FOR IMPAIRMENT
The following table presents Card Member loans evaluated individually and collectively for impairment and related reserves as of January 1, 2020, related to the adoption of the CECL methodology.
(b)Provisions for principal, interest and fee reserve components. Provisions for credit losses includes reserve build (release) and replenishment for net write-offs.
(c)Principal write-offs are presented less recoveries of $568 million, $525 million and $444 million for the years ended December 31:
(Millions) 2017  2016  2015 
Card Member loans evaluated individually for impairment (a)
 $367  $346  $279 
Related reserves(a)
 $57  $60  $53 
Card Member loans evaluated collectively for impairment (b)
 $73,032  $64,919  $58,294 
Related reserves(b)
 $1,649  $1,163  $975 
(a)Represents loans modified as a TDR and related reserves.
31, 2020, 2019 and 2018, respectively. Recoveries of interest and fees were not significant. Amounts include net (write-offs) recoveries from TDRs of $(134) million, $(79) million and $(33) million for the years ended December 31, 2020, 2019 and 2018, respectively.
(b)Represents current loans and loans less than 90 days past due, loans over 90 days past due and accruing interest, and non-accrual loans. The reserves include the quantitative results of analytical models that are specific to individual pools of loans, and reserves for internal and external qualitative risk factors that apply to loans that are collectively evaluated for impairment.
(d)Primarily includes foreign currency translation adjustments of $35 million, $4 million and $(11) million for the years ended December 31, 2020, 2019 and 2018, respectively.




115

CHANGES IN CARD MEMBER RECEIVABLES RESERVE FOR CREDIT LOSSES
Card Member receivables reserve for credit losses increased for the year ended December 31, 2020, primarily driven by deterioration of the global macroeconomic outlook, including unemployment and GDP, partially offset by improved credit performance and a decline in outstanding balances.
The following table presents changes in the Card Member receivables reserve for credit losses for the years ended December 31:
(Millions) 2017  2016  2015 
Balance, January 1 $467  $462  $465 
Provisions(a)
  795   696   737 
Net write-offs(b)
  (736)  (674)  (713)
Other(c)
  (5)  (17)  (27)
Balance, December 31 $521  $467  $462 
(a)Provisions for principal and fee reserve components.
(Millions)202020192018
Beginning Balance(a)
$126 $573 $521 
Provisions(b)
1,015 963 937 
Net write-offs(c)
(881)(900)(859)
Other(d)
7 (17)(26)
Ending Balance$267 $619 $573 
(b)Principal and fee write-offs are presented less recoveries of $359 million, $391 million and $401 million, including net write-offs from TDRs of $(2) million, $16 million and $60 million, for the years ended December 31, 2017, 2016 and 2015, respectively.
(a)For the year ended December 31, 2020, beginning balance includes a decrease of $493 million as of January 1, 2020, related to the adoption of the CECL methodology.
(c)Includes foreign currency translation adjustments of $12 million, $(12) million and $(16) million, and other adjustments of $(17) million, $(5) million and $(11) million for the years ended December 31, 2017, 2016 and 2015, respectively. Additionally, 2015 included the impact of the transfer of the HFS receivables portfolio, which was not significant.
(b)Provisions for principal and fee reserve components. Provisions for credit losses includes reserve build (release) and replenishment for net write-offs.
(c)Net write-offs are presented less recoveries of $386 million, $374 million and $367 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amounts include net recoveries (write-offs) from TDRs of $(47) million, $(16) million and NaN, for the years ended December 31, 2020, 2019 and 2018, respectively.
(d)Primarily includes foreign currency translation adjustments of $5 million, NaN and $(6) million for the years ended December 31, 2020, 2019 and 2018, respectively.

102




116

CARD MEMBER RECEIVABLES EVALUATED INDIVIDUALLY AND COLLECTIVELY FOR IMPAIRMENT
The following table presents Card Member receivables evaluated individually and collectively for impairment and related reserves as of December 31:
(Millions) 2017  2016  2015 
Card Member receivables evaluated individually for impairment(a)
 $80  $55  $33 
Related reserves(a)
 $3  $28  $20 
Card Member receivables evaluated collectively for impairment $53,967  $47,253  $44,100 
Related reserves(b)
 $518  $439  $442 
(a)Represents receivables modified as a TDR and related reserves.
(b)The reserves include the quantitative results of analytical models that are specific to individual pools of receivables, and reserves for internal and external qualitative risk factors that apply to receivables that are collectively evaluated for impairment.

NOTE 54

INVESTMENT SECURITIES

Investment securities principally include available-for-sale debt securities carried at fair value on the Company classifiesConsolidated Balance Sheets. The CECL methodology, which became effective January 1, 2020, requires us to estimate lifetime expected credit losses for all available-for-sale debt securities in an unrealized loss position. Comparative information continues to be reported in accordance with the methodology in effect for prior periods. When estimating a security’s probability of default and the recovery rate, we assess the security’s credit indicators, including credit ratings. If our assessment indicates that an expected credit loss exists, we determine the portion of the unrealized loss attributable to credit deterioration and record a reserve for the expected credit loss through the Consolidated Statements of Income in Other loans Provision for credit losses. Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses are recorded in the Consolidated Statements of Comprehensive Income, net of tax. We had accrued interest on our available-for-sale debt securities totaling $26 million and $20 million, as available-for-saleof December 31, 2020 and carries2019, respectively, presented as Other assets on the Consolidated Balance Sheets.
Investment securities also include equity securities carried at fair value on the Consolidated Balance Sheets with unrealized gains and losses recorded in AOCI,the Consolidated Statements of Income as Other, net of income taxes. expense.
Realized gains and losses are recognized upon disposition of the securities using the specific identification method.
Refer to Note 1514 for a description of the Company’sour methodology for determining the fair value of investment securities.

The following is a summary of investment securities as of December 31:

  2017  2016  2015 
Description of Securities (Millions)
 Cost  Gross Unrealized Gains  Gross Unrealized Losses  Estimated Fair Value  Cost  Gross Unrealized Gains  Gross Unrealized Losses  Estimated Fair Value  Cost  Gross Unrealized Gains  Gross Unrealized Losses  Estimated Fair Value 
State and municipal obligations $1,369  $11  $(3) $1,377  $2,019  $28  $(11) $2,036  $2,813  $85  $(5) $2,893 
U.S. Government agency obligations  11         11   12         12   2         2 
U.S. Government treasury obligations  1,051   3   (9)  1,045   465   3   (8)  460   406   4   (1)  409 
Corporate debt securities  28         28   19         19   29   1      30 
Mortgage-backed securities (a)
  67   2      69   92   3      95   117   4      121 
Foreign government bonds and obligations  581         581   486   1   (1)  486   250   6   (1)  255 
Equity securities (b)
  51      (3)  48   51      (2)  49   51      (2)  49 
Total $3,158  $16  $(15) $3,159  $3,144  $35  $(22) $3,157  $3,668  $100  $(9) $3,759 
(a)Represents mortgage-backed securities guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.
20202019
Description of Securities (Millions)
CostGross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
CostGross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
Available-for-sale debt securities:
State and municipal obligations$172 $7 $0 $179 $236 $$(1)$243 
U.S. Government agency obligations7 7 
U.S. Government treasury obligations20,655 76 0 20,731 7,395 35 (1)7,429 
Corporate debt securities22 22 27 27 
Mortgage-backed securities (a)
28 2 30 39 41 
Foreign government bonds and obligations581 581 578 579 
Equity securities (b)
56 27 (2)81 55 25 (2)78 
Total$21,521 $112 $(2)$21,631 $8,339 $71 $(4)$8,406 
(b)Equity securities comprise investments in common stock and various mutual funds.
(a)Represents mortgage-backed securities guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.

(b)Equity securities comprise investments in common stock, exchange-traded funds and mutual funds.
The following table provides information about the Company’s investmentour available-for-sale debt securities with gross unrealized losses and the length of time that individual securities have been in a continuous unrealized loss position as of December 31:31, 2019. There were 0 available-for-sale debt securities with gross unrealized losses as of December 31, 2020.

2019
Less than 12 months12 months or more
Description of Securities (Millions)
Estimated Fair
Value
Gross Unrealized
Losses
Estimated Fair
Value
Gross Unrealized
Losses
State and municipal obligations$18 $(1)$$
U.S. Government treasury obligations324 (1)
Total$18 $(1)$324 $(1)
 2017 2016 
 Less than 12 months 12 months or more Less than 12 months 12 months or more 
Description of Securities (Millions)
Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses Estimated Fair Value Gross Unrealized Losses 
State and municipal obligations $157  $(3) $  $  $153  $(11) $  $ 
U.S. Government treasury obligations  650   (3)  175   (6)  298   (8)      
Equity securities        36   (2)        32   (2)
Total $807  $(6) $211  $(8) $451  $(19) $32  $(2)

103




117

The following table summarizes the gross unrealized losses due to temporary impairments by ratio of fair value to amortized cost as of December 31:

  Less than 12 months  12 months or more  Total 
Ratio of Fair Value to
Amortized Cost (Dollars in millions)
 Number of Securities  Estimated Fair Value  Gross Unrealized Losses  Number of Securities  Estimated Fair Value  Gross Unrealized Losses  Number of Securities  Estimated Fair Value  Gross Unrealized Losses 
2017:                           
90%–100%  34  $807  $(6)  13  $211  $(8)  47  $1,018  $(14)
Total as of December 31, 2017  34  $807  $(6)  13  $211  $(8)  47  $1,018  $(14)
2016:                                    
90%–100%  33  $411  $(13)  6  $32  $(2)  39  $443  $(15)
Less than 90%  4   40   (6)           4   40   (6)
Total as of December 31, 2016  37  $451  $(19)  6  $32  $(2)  43  $483  $(21)
The31, 2019. There were 0 available-for-sale debt securities with gross unrealized losses are attributed to wider credit spreads for specific issuers, adverse changes in benchmark interest rates, or a combination thereof, all compared to those prevailing when the investment securities were purchased.as of December 31, 2020.
Overall, for the investment securities in gross unrealized loss positions, (i) the Company does not intend to sell the investment securities, (ii) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (iii) the Company expects that the contractual principal and interest will be received on the investment securities. As a result, the Company recognized no other-than-temporary impairment during the periods presented.
Less than 12 months12 months or moreTotal
Ratio of Fair Value to
Amortized Cost (Dollars in millions)
Number of
Securities
Estimated
Fair Value
Gross
Unrealized
Losses
Number of
Securities
Estimated
Fair Value
Gross
Unrealized
Losses
Number of
Securities
Estimated
Fair Value
Gross
Unrealized
Losses
2019:
90%–100%2$18 $(1)3$324 $(1)5$342 $(2)
Total as of December 31, 20192$18 $(1)3$324 $(1)5$342 $(2)

Weighted average yields and contractual maturities for investment securities with stated maturities as of December 31, 20172020 were as follows:

(Millions) 
Due within
1 year
  
Due after 1
year but
within 5 years
  
Due after 5
years but
within 10 years
  
Due after
10 years
  Total 
State and municipal obligations(a)
 $18  $87  $98  $1,174  $1,377 
U.S. Government agency obligations           11   11 
U.S. Government treasury obligations  30   879   125   11   1,045 
Corporate debt securities  4   24         28 
Mortgage-backed securities(a)
           69   69 
Foreign government bonds and obligations  573   4      4   581 
Total Estimated Fair Value $625  $994  $223  $1,269  $3,111 
                     
Total Cost $625  $1,000  $222  $1,260  $3,107 
Weighted average yields(b)
  3.65%  1.95%  4.39%  4.47%  3.49%
(a)The expected payments on state and municipal obligations and mortgage-backed securities may not coincide with their contractual maturities because the issuers have the right to call or prepay certain obligations.
(Millions)Due within 1 yearDue after 1 year but within 5 yearsDue after 5 years but within 10 yearsDue after 10 yearsTotal
State and municipal obligations(a)
$15 $21 $49 $94 $179 
U.S. Government agency obligations(a)
0 0 0 7 7 
U.S. Government treasury obligations19,097 1,621 13 0 20,731 
Corporate debt securities11 11 0 0 22 
Mortgage-backed securities(a)
0 0 0 30 30 
Foreign government bonds and obligations580 1 0 0 581 
Total Estimated Fair Value$19,703 $1,654 $62 $131 $21,550 
Total Cost$19,685 $1,598 $55 $127 $21,465 
Weighted average yields(b)
0.31 %1.87 %5.53 %4.06 %0.46 %
(b)Average yields for investment securities have been calculated using the effective yield on the date of purchase. Yields on tax-exempt investment securities have been computed on a tax-equivalent basis using the U.S. federal statutory tax rate of 35 percent. Effective January 1, 2018, the U.S. federal statutory tax rate was reduced to 21 percent. Refer to Note 21 for additional information.
(a)The expected payments on state and municipal obligations, U.S. government agency obligations and mortgage-backed securities may not coincide with their contractual maturities because the issuers have the right to call or prepay certain obligations.
(b)Average yields for investment securities have been calculated using the effective yield on the date of purchase. Yields on tax-exempt investment securities have been computed on a tax-equivalent basis using the U.S. federal statutory tax rate of 21 percent.


NOTE 6


118

NOTE 5
ASSET SECURITIZATIONS

The CompanyWe periodically securitizessecuritize Card Member loans and receivables arising from itsour card businesses through the transfer of those assets to securitization trusts. The trusts, then issue debt securities collateralized by the transferred assets to third-party investors.
Card Member loans are transferred to the American Express Credit Account Master Trust (the Lending Trust) and Card Member receivables are transferred to the American Express Issuance Trust II (the Charge Trust and together with the Lending Trust, the Trusts). The Trusts are consolidatedthen issue debt securities collateralized by the Company. transferred assets to third-party investors.
The Trusts are considered VIEs as they have insufficient equity at risk to finance their activities, which are to issue debt securities that are collateralized by the underlying Card Member loans and receivables. Refer to Note 1 for further details on the principles of consolidation.


104

The Company performs We perform the servicing and key decision making for the Trusts, and therefore hashave the power to direct the activities that most significantly impact the Trusts’ economic performance, which are the collection of the underlying Card Member loans and receivables. In addition, the Company holdswe hold all of the variable interests in both Trusts, with the exception of the debt securities issued to third-party investors. As of December 31, 2017, the Company’s2020 and 2019, our ownership of variable interests was $11.6$13.4 billion and $12.9 billion, respectively, for the Lending Trust and $4.6$4.3 billion and $8.3 billion, respectively, for the Charge Trust. These variable interests held by the Companyus provide itus with the right to receive benefits and the obligation to absorb losses, which could be significant to both the Lending Trust and the Charge Trust. Based on these considerations, the Company iswe are the primary beneficiary of boththe Trusts and therefore consolidates bothconsolidate the Trusts.

The debt securities issued by the Trusts are non-recourse to the Company.us. The securitized Card Member loans and receivables held by the Lending Trust and the Charge Trust, respectively, are available only for payment of the debt securities or other obligations issued or arising in the securitization transactions (refer to Note 3)2). The long-term debt of each Trust is payable only out of collections on their respective underlying securitized assets (refer to Note 9)8).

The following table provides information on the restrictedRestricted cash held by the Lending Trust and the Charge Trust was $47 million and NaN, respectively, as of December 31, 20172020 and 2016, included in Other assets on the Consolidated Balance Sheets:

(Millions) 2017  2016 
Lending Trust $55  $35 
Charge Trust  7   3 
Total $62  $38 

$85 million and NaN, respectively, as of December 31, 2019. These amounts relate to collections of Card Member loans and receivables to be used by the Trusts to fund future expenses and obligations, including interest on debt securities, credit losses and upcoming debt maturities.

Under the respective terms of the Lending Trust and the Charge Trust agreements, the occurrence of certain triggering events associated with the performance of the assets of each Trust could result in payment of trust expenses, establishment of reserve funds, or, in a worst-case scenario, early amortization of debt securities. During the yearyears ended December 31, 2017,2020 and 2019, no such triggering events occurred.




119


Table of ContentsNOTE 7

NOTE 6
OTHER ASSETS
The following is a summary of Other assets as of December 31:

(Millions) 2017  2016 
Goodwill $3,009  $2,927 
Deferred tax assets, net(a)
  1,647   2,336 
Tax credit investments  1,023   824 
Other intangible assets, at amortized cost  899   868 
Prepaid expenses  684   696 
Restricted cash(b)
  336   286 
Derivative assets(a)
  124   555 
Other  2,033   2,069 
Total $9,755  $10,561 
(a)Refer to Notes 14 and 21 for a discussion of derivative assets and deferred tax assets, net, as of December 31, 2017 and 2016. For 2017 and 2016, $98 million and $81 million, respectively, of foreign deferred tax liabilities is reflected in Other liabilities. Derivative assets reflect the impact of master netting agreements and cash collateral.
(Millions)20202019
Goodwill$3,852 $3,315 
Other intangible assets, at amortized cost265 267 
Other(a)
13,562 10,635 
Total$17,679 $14,217 
(b)Includes restricted cash available to settle obligations related to certain Card Member credit balances and customer deposits, as well as coupon and maturity obligations of consolidated VIEs.
105

Table(a)Primarily includes prepaid assets, net deferred tax assets, other receivables net of Contents

reserves, investments in non-consolidated entities, tax credit investments and right-of-use lease assets.
GOODWILL
The changes in the carrying amount of goodwill reported in the Company’sour reportable operating segments and Corporate & Other were as follows:
(Millions) USCS  ICNS  GCS  GMS  Corporate & Other  Total 
Balance as of January 1, 2016 $122  $620  $1,715  $291  $1  $2,749 
Acquisitions           201      201 
Dispositions                  
Other(a)
     (16)  (3)  (3)  (1)  (23)
Balance as of December 31, 2016 $122  $604  $1,712  $489  $  $2,927 
Acquisitions  4   15            19 
Dispositions                  
Other(a)
  1   41   12   9      63 
Balance as of December 31, 2017 $127  $660  $1,724  $498  $  $3,009 
(a)Primarily includes foreign currency translation.
(Millions)GCSGGCSGMNSTotal
Balance as of December 31, 2018$707 $1,718 $647 $3,072 
Acquisitions189 66 255 
Dispositions
Other(a)
(7)(3)(2)(12)
Balance as of December 31, 2019$889 $1,781 $645 $3,315 
Acquisitions0 442 52 494 
Dispositions0 0 0 0 
Other(a)
25 11 7 43 
Balance as of December 31, 2020$914 $2,234 $704 $3,852 
(a)Primarily includes foreign currency translation.
Accumulated impairment losses were $220$221 million as of both December 31, 20172020 and 2016.2019.
OTHER INTANGIBLE ASSETS
Intangible assets are amortized on a straight-line basis over their estimated useful lives of 1 to 22 years. We review long-lived assets and asset groups, including intangible assets, for impairment whenever events and circumstances indicate their carrying amounts may not be recoverable. An impairment is recognized if the carrying amount is not recoverable and exceeds the asset or asset group’s fair value.
The components ofgross carrying amount for other intangible assets were as follows:of December 31, 2020 and 2019 was $759 million and $704 million, respectively, with accumulated amortization of $494 million and $437 million, respectively.

  2017  2016 
(Millions)Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount 
Customer relationships $1,863  $(1,073) $790  $1,625  $(895) $730 
Other  242   (133)  109   260   (122)  138 
Total $2,105  $(1,206) $899  $1,885  $(1,017) $868 



Amortization expense, which is recorded within Other expense in the Consolidated Statements of Income, was $54 million, $49 million and $212 million for the years ended December 31, 2017, 20162020, 2019 and 2015 was $207 million, $194 million and $183 million, respectively. Intangible assets acquired in 2017 and 2016 are being amortized, on average, over 6 and 7 years,2018, respectively.
Estimated amortization expense for other intangible assets over the next five years is as follows:




120
(Millions) 2018  2019  2020  2021  2022 
Estimated amortization expense $221  $183  $156  $126  $98 


Table of Contents
TAX CREDIT INVESTMENTS

The Company accountsWe account for itsour tax credit investments, including Qualified Affordable Housing (QAH) investments, using the equity method of accounting. The CompanyAs of December 31, 2020 and 2019, we had $1,023$1,147 million and $824$1,154 million in tax credit investments, as of December 31, 2017 and 2016, respectively, included in Other assets on the Consolidated Balance Sheets, of which $1,018$1,095 million and $798$1,109 million, respectively, specifically related to QAH investments. Included in QAH investments as of December 31, 20172020 and 2016, the Company2019, we had $933$1,028 million and $701$1,032 million, respectively, specifically related to investments in unconsolidated VIEs for which the Company doeswe do not have a controlling financial interest.
As of December 31, 2017, the Company had2020, we committed to provide funding related to certain of these QAH investments, which is expected to be paid between 20182021 and 2032,2035, resulting in a $373$208 million in unfunded commitmentcommitments reported in Other liabilities, of which $352$189 million specifically related to unconsolidated VIEs.
In addition, the Companyas of December 31, 2020 we had contractual off-balance sheet obligations, which were not deemed probable of being drawn, to provide additional funding up to $66$106 million for these QAH investments, as of December 31, 2017, fully related to unconsolidated VIEs.

During the years ended December 31, 20172020, 2019 and 2016, the Company2018 we recognized equity method losses related to itsour QAH investments of $112$128 million, $101 million and $43$126 million, respectively, which were recognized in Other, net expenses; and associated tax credits of $74$129 million, $119 million and $63$97 million, respectively, recognized in Income tax provision.




121

106

NOTE 87

CUSTOMER DEPOSITS


As of December 31, customer deposits were categorized as interest-bearing or non-interest-bearing as follows:

(Millions) 2017  2016 
U.S.:      
Interest-bearing $63,666  $52,316 
Non-interest-bearing (includes Card Member credit balances of: 2017, $358 million; 2016, $331 million)  395   367 
Non-U.S.:        
Interest-bearing  34   58 
Non-interest-bearing (includes Card Member credit balances of: 2017, $344 million; 2016, $285 million)  357   301 
Total customer deposits $64,452  $53,042 


(Millions)20202019
U.S.:
Interest-bearing$85,583 $72,445 
Non-interest-bearing (includes Card Member credit balances of: 2020, $576 million; 2019, $389 million)599 415 
Non-U.S.:
Interest-bearing19 23 
Non-interest-bearing (includes Card Member credit balances of: 2020, $671 million; 2019, $401 million)674 404 
Total customer deposits$86,875 $73,287 
Customer deposits by deposit type as of December 31 were as follows:

(Millions) 2017  2016 
U.S. retail deposits:      
Savings accounts ― Direct $31,915  $30,980 
Certificates of deposit:(a)
        
Direct  290   291 
Third-party (brokered)  16,684   11,925 
Sweep accounts ―Third-party (brokered)  14,777   9,120 
Other deposits:        
U.S. non-interest bearing deposits  37   36 
Non-U.S. deposits  47   74 
Card Member credit balances ― U.S. and non-U.S.  702   616 
Total customer deposits $64,452  $53,042 
(a)The weighted average remaining maturity and weighted average interest rate at issuance on the total portfolio of U.S. retail certificates of deposit issued through direct and third-party programs were 45 months and 2.15 percent, respectively, as of December 31, 2017.
(Millions)20202019
U.S. retail deposits:
Savings accounts ― Direct$63,512 $46,394 
Certificates of deposit:
Direct2,440 1,854 
Third-party (brokered)5,561 8,076 
Sweep accounts ―Third-party (brokered)14,070 16,121 
Other deposits:
U.S. non-interest-bearing deposits23 26 
Non-U.S. deposits22 26 
Card Member credit balances ― U.S. and non-U.S.1,247 790 
Total customer deposits$86,875 $73,287 
The scheduled maturities of certificates of deposit as of December 31, 20172020 were as follows:
(Millions) U.S.  Non-U.S.  Total 
2018 $5,236  $20  $5,256 
2019  4,604      4,604 
2020  3,674      3,674 
2021  1,310      1,310 
2022  2,150      2,150 
After 5 years         
Total $16,974  $20  $16,994 

(Millions)U.S.Non-U.S.Total
2021$3,820 $8 $3,828 
20223,053 0 3,053 
2023645 0 645 
2024276 0 276 
2025207 0 207 
After 5 years0 0 0 
Total$8,001 $8 $8,009 
As of December 31, certificates of deposit in denominations of $250,000 or more, in the aggregate, were as follows:

(Millions)20202019
U.S.$930 $622 
Non-U.S.1 
Total$931 $626 
(Millions) 2017  2016 
U.S. $114  $117 
Non-U.S.  11   7 
Total $125  $124 

107




122

Table of Contents

NOTE 98

DEBT


SHORT-TERM BORROWINGS


The Company’sOur short-term borrowings outstanding, defined as borrowings with original contractual maturity dates of less than one year, as of December 31 were as follows:

 2017  2016  
(Millions, except percentages)Outstanding Balance  Year-End Stated Rate on Debt(a)  Outstanding Balance  Year-End Stated Rate on Debt(a)  
Commercial paper(b)
 $1,168   1.54 % $2,993   1.13 %
Other short-term borrowings(c)
  2,110   2.34    2,588   1.28  
Total $3,278   2.05 % $5,581   1.20 %
(a)For floating-rate issuances, the stated interest rates are weighted based on the outstanding balances and rates in effect as of December 31, 2017 and 2016.
20202019
(Millions, except percentages)Outstanding Balance
Year-End Stated
Interest Rate on
Debt(a)
Outstanding Balance
Year-End Stated
Interest Rate on
Debt(a)
Commercial paper(b)
$0 0 %$3,001 1.94 %
Other short-term borrowings(c)
1,878 0.61 3,441 1.28 
Total$1,878 0.61 %$6,442 1.59 %
(b)Average commercial paper outstanding was $1,076 million and $491 million in 2017 and 2016, respectively.
(a)For floating-rate issuances, the stated interest rates are weighted based on the outstanding principal balances and interest rates in effect as of December 31, 2020 and 2019.
(c)Includes overdrafts with banks of $132 million and $369 million as of December 31, 2017 and 2016, respectively. In addition, balances include certain book overdrafts (i.e., primarily timing differences arising in the ordinary course of business), short-term borrowings from banks, as well as interest-bearing amounts due to merchants in accordance with merchant service agreements.
(b)Average commercial paper outstanding was $628 million and $299 million in 2020 and 2019, respectively.
The Company(c)Includes borrowings from banks and book overdrafts with banks due to timing differences arising in the ordinary course of business.

We maintained a three-year3-year committed, revolving, secured borrowing facility that gives the Companyus the right to sell up to $2.0 billion face amount of eligible certificates issued from the Lending Trust at any time through September 15, 2020.2022. The facility was undrawn as of both December 31, 20172020 and 2016.

The Company paid $9.22019. Additionally, certain of our subsidiaries maintained total committed lines of credit of $148 million and $8.6$214 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, NaN and $58 million were drawn on these committed lines, respectively.
We paid $7.7 million in fees to maintain the secured borrowing facility in 2017both 2020 and 2016, respectively.2019. The committed facility does not contain a material adverse change clause, which might otherwise preclude borrowing under the facility, nor is it dependent on the Company’sour credit rating.

108


123


Table of Contents


LONG-TERM DEBT


The Company’sOur long-term debt outstanding, defined as debt with original contractual maturity dates of one year or greater, as of December 31 was as follows:
 2017 2016 
(Millions, except percentages)Original Contractual Maturity Dates 
Outstanding Balance(a)
Year-End Stated Rate on Debt(b) Year-End Effective Interest Rate with Swaps(b)(c) 
Outstanding Balance(a)
Year-End Stated Rate on Debt(b) Year-End Effective Interest Rate with Swaps(b)(c) 
American Express Company            
(Parent Company only)              
Fixed Rate Senior Notes2018 - 2042 $10,3773.853.17 %$6,9325.134.24 %
Floating Rate Senior Notes2018 - 2022  1,7501.93   8501.51  
Subordinated Notes2024  5983.63 2.66  5983.63 1.92 
American Express Credit Corporation              
Fixed Rate Senior Notes2018 - 2027  19,6522.24 2.27  16,2011.98 1.44 
Floating Rate Senior Notes2018 - 2022  4,5502.09   4,3501.52  
American Express Centurion Bank              
Fixed Rate Senior Notes      1,3065.99 4.83 
Floating Rate Senior Notes2018  1251.89   1251.26  
American Express Bank, FSB              
Fixed Rate Senior Notes      1,0006.00  
Floating Rate Senior Notes      3000.96  
American Express Lending Trust              
Fixed Rate Senior Notes2019 - 2022  8,0991.90   3,5001.41  
Floating Rate Senior Notes2018 - 2022  5,8002.03   7,0251.20  
Fixed Rate Subordinated Notes2020 - 2022  2062.21   --  
Floating Rate Subordinated Notes2018 - 2022  1922.05   3161.34  
American Express Charge Trust II              
Floating Rate Senior Notes2018 - 2020  4,2001.79   4,2001.12  
Floating Rate Subordinated Notes2018  872.11   871.34  
Other              
Fixed Rate Instruments(d)
2021 - 2033  235.59   245.62  
Floating Rate Borrowings2018 - 2020  2560.42  % 2470.44  %
Unamortized Underwriting Fees   (111)     (71    
Total Long-Term Debt  $55,8042.44  $46,9902.39 %  
(a)The outstanding balances include (i) unamortized discount and premium, (ii) the impact of movements in exchange rates on foreign currency denominated debt and (iii) the impact of fair value hedge accounting on certain fixed-rate notes that have been swapped to floating rate through the use of interest rate swaps. Under fair value hedge accounting, the outstanding balances on these fixed-rate notes are adjusted to reflect the impact of changes in fair value due to changes in interest rates. Refer to Note 14 for more details on the Company’s treatment of fair value hedges.
20202019
(Millions, except percentages)Original
Contractual
Maturity
Dates
Outstanding
Balance(a)
Year-End
Interest Rate
on Debt(b)
Year-End
Interest Rate with
Swaps(b)(c)
Outstanding
Balance(a)
Year-End
Interest Rate
on Debt(b)
Year-End
Interest Rate
with
Swaps(b)(c)
American Express Company
(Parent Company only)
Fixed Rate Senior Notes2021 - 2042$18,251 3.25 %2.09 %$19,326 3.17 %2.86 %
Floating Rate Senior Notes2021 - 20234,000 0.84 4,500 2.49 
Fixed Rate Subordinated Notes2024599 3.63 1.43 598 3.63 2.99 
American Express Credit Corporation
Fixed Rate Senior Notes2021 - 20276,746 2.38 1.67 11,839 2.40 2.53 
Floating Rate Senior Notes2022300 0.93 0 1,650 2.64 
Lending Trust
Fixed Rate Senior Notes2021 - 20238,325 2.74 2.55 15,074 2.42 2.43 
Floating Rate Senior Notes2021 - 20234,125 0.51 0 4,125 2.09 
Fixed Rate Subordinated Notes2021 - 2022246 2.80 0 420 2.53 
Floating Rate Subordinated Notes2022 - 202379 0.73 0 79 2.31 
Other
Finance Leases2024 - 203317 5.54 0 25 5.65 
Floating Rate Borrowings2021 - 2023328 0.42 0 %311 0.40 %
Unamortized Underwriting Fees(64)(112)
Total Long-Term Debt$42,952 2.49 %$57,835 2.66 %
(b)For floating-rate issuances, the stated and effective interest rates are weighted based on the outstanding balances and rates in effect as of December 31, 2017 and 2016.
(a)The outstanding balances include (i) unamortized discount, (ii) the impact of movements in exchange rates on foreign currency denominated debt and (iii) the impact of fair value hedge accounting on certain fixed-rate notes that have been swapped to floating rate through the use of interest rate swaps. Refer to Note 13 for more details on our treatment of fair value hedges.
(c)Effective interest rates are only presented when swaps are in place to hedge the underlying debt.
(b)For floating-rate issuances, the stated interest rate on debt is weighted based on the outstanding principal balances and interest rates in effect as of December 31, 2020 and 2019.
(d)Includes $23 million and $24 million as of December 31, 2017 and 2016, respectively, related to capitalized lease transactions.
(c)Interest rates with swaps are only presented when swaps are in place to hedge the underlying debt. The interest rates with swaps are weighted based on the outstanding principal balances and the interest rates on the floating leg of the swaps in effect as of December 31, 2020 and 2019.





124

109

Table of Contents

Aggregate annual maturities on long-term debt obligations (based on contractual maturity or anticipated redemption dates) as of December 31, 20172020 were as follows:

(Millions) 2018  2019  2020  2021  2022  Thereafter  Total 
American Express Company (Parent Company only) $3,850  $641  $2,000  $  $3,525  $3,523  $13,539 
American Express Credit Corporation  3,654   7,150   6,600   2,939   2,050   2,000   24,393 
American Express Centurion Bank  125                  125 
American Express Lending Trust  2,885   3,488   5,924      2,001      14,298 
American Express Charge Trust II  1,287      3,000            4,287 
Other  133   35   88   12      12   280 
  $11,934  $11,314  $17,612  $2,951  $7,576  $5,535  $56,922 
Unamortized Underwriting Fees                          (111)
Unamortized Discount and Premium                          (825)
Impacts due to Fair Value Hedge Accounting                          (182)
Total Long-Term Debt                         $55,804 

(Millions)20212022202320242025ThereafterTotal
American Express Company (Parent Company only)$5,000 $5,675 $4,350 $5,000 $750 $2,122 $22,897 
American Express Credit Corporation2,975 2,050 0 0 0 2,000 7,025 
Lending Trust3,709 6,381 2,685 0 0 0 12,775 
Other145 86 97 7 0 10 345 
$11,829 $14,192 $7,132 $5,007 $750 $4,132 $43,042 
Unamortized Underwriting Fees(64)
Unamortized Discount and Premium(648)
Impacts due to Fair Value Hedge Accounting622 
Total Long-Term Debt$42,952 


The CompanyWe maintained a committed syndicated bank line of credit facility of $3.5 billion and $3.0 billion as of December 31, 20172020 and 2016, respectively,2019, all of which was undrawn as of the respective dates. These undrawn amounts support contingent funding needs. The availability of the credit line is subject to the Company’s compliance with certain financial covenants principally the maintenance by American Express Credit Corporation (Credco), principally the maintenance by Credco of a 1.25 ratio of its combined earnings, certain capital contributions and fixed charges, to fixed charges. As of December 31, 20172020 and 2016, the Company2019, Credco was not in violation of any of its debtthese covenants.
Additionally, the Companywe maintained a three-year committed, revolving, secured borrowing facility that gives the Companyus the right to sell up to $3.0 billion face amount of eligible notes issued from the Charge Trust at any time through July 15, 2020. As of both December 31, 2017 and 2016, $3.0 billion was2022. No amounts were drawn on this facility.facility as of December 31, 2020 and 2019.
The CompanyWe paid $16.3$14.2 million and $11.5$16.5 million in fees to maintain these lines in 20172020 and 2016,2019, respectively. These committed facilities do not contain material adverse change clauses, which might otherwise preclude borrowing under the credit facilities, nor are they dependent on the Company’sour credit rating.
The CompanyWe paid total interest, primarily related to short- and long-term debt, corresponding interest rate swaps and customer deposits, of $2.0 billion, $1.7$3.4 billion and $1.6$2.7 billion in 2017, 20162020, 2019 and 2015,2018, respectively.




125


Table of ContentsNOTE 10

NOTE 9
OTHER LIABILITIES


The following is a summary of Other liabilities as of December 31:

(Millions)  
 2017  2016 
Membership Rewards liability  
 $7,751  $7,060 
Book overdraft balances  2,837   2,255 
Employee-related liabilities(a)
  2,277   2,055 
Repatriation tax liability(b)
  1,703    
Card Member rebate and reward accruals(c)
  1,564   1,382 
Deferred card and other fees, net  
  1,554   1,411 
Other(d)
  4,462   4,614 
Total  
 $22,148  $18,777 
(a)Employee-related liabilities include employee benefit plan obligations and incentive compensation.
(Millions)  
20202019
Membership Rewards liability  
$9,750 $8,892 
Employee-related liabilities(a)
2,336 2,429 
Card Member rebate and reward accruals(b)
1,367 1,790 
Income tax liability(c)
943 1,122 
Other(d)
12,838 10,715 
Total  
$27,234 $24,948 
(b)Refer to Note 21 for additional information.
(a)Includes employee benefit plan obligations and incentive compensation.
(c)Card Member rebate and reward accruals include payments to third-party reward partners and cash-back rewards.
(b)Card Member rebate and reward accruals include payments to third-party reward partners and cash-back rewards.
(d)Other includes accruals for general operating expenses, client incentives, merchant rebates, payments to third-party card-issuing partners, marketing and promotion, restructuring and reengineering reserves, QAH unfunded commitments and derivatives.
(c)Includes repatriation tax liability of $1,012 million as of both December 31, 2020 and 2019, which represents our remaining obligation under the Tax Cuts and Jobs Act enacted on December 22, 2017 (Tax Act) to pay a one-time transition tax on unrepatriated earnings and profits of certain foreign subsidiaries, the net position for current federal, state and non-U.S. income tax liabilities, and deferred tax liabilities for foreign jurisdictions.

(d)Primarily includes book overdraft balances, net deferred card and other fees, Travelers Cheques and other prepaid products, lease liabilities, derivative and hedge liabilities, dividends payable, client incentives and restructuring and reengineering reserves.
MEMBERSHIP REWARDS
The Membership Rewards program allows enrolled Card Members to earn points that can be redeemed for a broad rangevariety of rewards including travel, shopping, gift cards, and covering eligible charges. The Company recordsWe record a balance sheetMembership Rewards liability that represents management’s best estimate of the cost of points earned that are expected to be redeemed by Card Members in the future. The weighted average cost (WAC) per point and the Ultimate Redemption Rate (URR) are key assumptions used to estimate the Membership Rewards liability.
110

Table We use statistical and actuarial models to estimate the URR based on redemption trends, card product type, enrollment tenure, card spend levels and credit attributes. The WAC per point assumption is derived from 12 months of Contents

redemptions and is adjusted as appropriate for certain changes in redemption costs that are not representative of future cost expectations and expected developments in redemption patterns.
The expense for Membership Rewards points is included in Card Member rewards expense. The CompanyWe periodically evaluates itsevaluate our liability estimation process and assumptions based on developments in redemption patterns, cost per point redeemed, partner contract changes and other factors.
DEFERRED CARD AND OTHER FEES, NET
The carrying amount of deferred card and other fees, net of deferred direct acquisition costs and reserves for membership cancellations as of December 31, was as follows:
(Millions) 2017  2016 
Deferred card and other fees(a)
 $1,996  $1,767 
Deferred direct acquisition costs  (280)  (204)
Reserves for membership cancellations  (162)  (152)
Deferred card and other fees, net $1,554  $1,411 
(a)Includes deferred fees for Membership Rewards program participants.
(Millions)20202019
Deferred card and other fees(a)
$2,639 $2,532 
Deferred direct acquisition costs(166)(270)
Reserves for membership cancellations(191)(200)
Deferred card and other fees, net$2,282 $2,062 
(a)Includes deferred fees for Membership Rewards program participants.


NOTE 11


126

Table of Contents
NOTE 10
STOCK PLANS
STOCK OPTION AND AWARD PROGRAMS


Under theour 2016 Incentive Compensation Plan (amended and restated effective May 5, 2020) and previously under theour 2007 Incentive Compensation Plan (collectively, Incentive Compensation Plans), awards may be granted to employees and other key individuals who perform services for the Companyus and itsour participating subsidiaries. These awards may be in the form of stock options, restricted stock units or awards or units (RSAs/(collectively referred to as RSUs), portfolio grants (PGs) or other incentives andor similar awards designed to meet the requirements of non-U.S. jurisdictions.

For the Company’sour Incentive Compensation Plans, there were a total of 14 million, 179 million and 3312 million common shares unissued and available for grant as of December 31, 2017, 2016,2020, 2019, and 2015,2018, respectively, as authorized by the Company’sour Board of Directors and shareholders.We generally issue new common shares upon exercise of options and vesting of RSUs.


Stock-based compensation expense recognized in Salaries and employee benefits in the Consolidated Statements of Income was $247 million, $280 million and $288 million in 2020, 2019, and 2018, respectively, with corresponding income tax benefits of $59 million, $67 million and $69 million in those respective periods.
A summary of stock option and RSA/RSU activity as of December 31, 2017,2020, and corresponding changes during the year, are as follows:
 Stock OptionsService-Based RSUsService and Performance-Based RSUs
(Shares in thousands)SharesWeighted-Average
Exercise Price
SharesWeighted-
Average Grant
Price
SharesWeighted-
Average Grant
Price
Outstanding as of December 31, 20194,172 $72.70 2,412 $91.42 3,392 $88.25 
Granted422 131.68 816 127.56 1,089 122.15 
Exercised/vested(822)53.50 (1,042)82.77 (1,193)78.52 
Forfeited(21)65.43 (108)105.32 (142)101.38 
Expired0 0     
Outstanding as of December 31, 20203,751 83.59 2,078 $109.23 3,146 $103.08 
Options vested and expected to vest as of December 31, 20203,751 83.59 
Options exercisable as of December 31, 20202,706 $72.26 
Stock-based compensation expense is presented below:

  Stock Options  RSAs/RSUs 
(Shares in thousands) Shares  Weighted-Average Exercise Price  Shares  
Weighted-
Average
Grant
Price
 
Outstanding as of December 31, 2016  10,272  $47.68   7,500  $69.22 
Granted  869   87.19   2,670   77.80 
Exercised/vested  (3,766)  34.48   (2,335)  75.85 
Forfeited  (102)  67.57   (620)  68.80 
Expired  (11)  86.11       
Outstanding as of December 31, 2017  7,262   58.92   7,215  $70.29 
Options vested and expected to vest as of December 31, 2017  7,194   58.86         
Options exercisable as of December 31, 2017  3,399  $45.93         

The Company recognizes the cost of employee stock awards granted in exchange for employee servicesgenerally recognized ratably based on the grant-date fair value of the award,awards, net of expected forfeitures. Those costs are recognized ratablyforfeitures, over the vesting period.


The vesting period is the shorter of the vesting schedule as defined in each award agreement or the date an individual will become eligible to retire. Retirement eligibility is dependent upon age and/or years of service.
STOCK OPTIONS


Each stock option has an exercise price equal to the market price of the Company’sour common stock on the date of grant. Stock options generally vest 100 percent on the third anniversary of the grant date and have a contractual term of 10 years from the date of grant.


111

Table of Contents


The weighted-average remaining contractual life and the aggregate intrinsic value (the amount by which the fair value of the Company’sour stock price exceeds the exercise price of the option) of the stock options outstanding, exercisable, and vested and expected to vest as of December 31, 2017,2020, were as follows:

  Outstanding  Exercisable  Vested and Expected to Vest 
Weighted-average remaining contractual life (in years)
  5.8   3.1   5.7 
Aggregate intrinsic value (millions)
 $293  $181  $291 

OutstandingExercisableVested and
Expected to Vest
Weighted-average remaining contractual life (in years)
5.34.25.3
Aggregate intrinsic value (millions)
$145 $132 $145 
The intrinsic valueAs of options exercised during 2017, 2016 and 2015 was $197 million, $51 million and $87 million, respectively, (based upon the fair value of the Company’s stock price at the date of exercise). Cash received from the exercise of stock options in 2017, 2016 and 2015 was $130 million, $175 million and $146 million, respectively.
Effective January 1, 2017, the Company adopted new accounting guidance for employee share-based payments and accordingly, income tax benefits related to stock-based incentive arrangements were recognized in the Company’s Consolidated Statements of Income in the amount of $59 million for the year ended December 31, 2017. Previously, such benefits were recorded in additional paid-in capital. The tax benefit realized from income tax impacts of stock option exercises, which was recorded in additional paid-in capital, in 2016 and 20152020, there was $4 million and $18 million, respectively.of total unrecognized compensation cost related to unvested options, which will be recognized ratably over the weighted-average remaining vesting period of 1.5 years.






127

Table of Contents
The fair value of each option is estimated on the date of grant using a Black-Scholes-Merton option-pricing model. The following weighted-average assumptions were used for options granted in 2017, 20162020, 2019 and 2015:2018:

  2017  2016  2015 
Dividend yield  1.8  1.9%  1.1%
Expected volatility(a)
  24  25%  37%
Risk-free interest rate  2.3  1.5%  1.7%
Expected life of stock option (in years)(b)
  6.9   6.3   6.7 
Weighted-average fair value per option $18.18   $13.67  $29.20 
(a)The expected volatility is based on both weighted historical and implied volatilities of the Company’s common stock price.
202020192018
Dividend yield1.4 %1.5 %1.4 %
Expected volatility(a)
20 %24 %22 %
Risk-free interest rate1.6 %2.6 %2.7 %
Expected life of stock option (in years)(b)
7.17.17.1
Weighted-average fair value per option$25.83 $23.38 $23.17 
(b)(a)The expected volatility is based on both weighted historical and implied volatilities of our common stock price.
(b)The expected life of stock options was determined using both historical data and expectations of option exercise behavior.

On October 31, 2017, certain senior executives were awarded stock options with a termwas determined using both historical data and expectations of seven years,option exercise behavior.

For stock options that were exercised during 2020, 2019 and include a three-year service condition, as well as performance and market conditions. Therefore,2018, the intrinsic value, based upon the fair valuesvalue of theseour stock price at the date the options were estimated atexercised, was $47 million, $104 million and $104 million, respectively; cash received from the grant date using a Monte Carlo Valuation model withexercise of stock options was $44 million, $84 million and $87 million during those respective periods. The income tax benefit recognized in the following assumptions:

  October 31, 2017 
Dividend yield  1.58%
Expected volatility(a)
  21.41%
Risk-free interest rate  2.26%
Expected life of stock option (in years)
  7 
Fair value per option $19.18 
(a)The expected volatility is based on both weighted historical and implied volatilities of the Company’s common stock price.
Consolidated Statements of Income related to stock option exercises was $7 million, $18 million and $18 million in 2020, 2019 and 2018, respectively.
RESTRICTED STOCK UNITS/AWARDS AND UNITS
RSAs/We grant RSUs are valued based on the stock price on the date of grant andthat contain either a) service conditions or b) both service and performance conditions. RSAs/RSUs containing only service conditions generally vest 25 percent per year beginning with the first anniversary of the grant date. RSAs/RSUs containing both service and performance conditions generally vest on the third anniversary of the grant date, and the number of shares earned depends on the achievement of predetermined Company metrics. All RSA/RSU holders receive non-forfeitable dividends or dividend equivalents.

Beginning in 2019, a relative total shareholder return (r-TSR) modifier was added to the performance-based RSUs, so that our actual shareholder return relative to a competitive peer group is one of the performance conditions that determines the number of shares ultimately granted upon vesting.
The total fair value of shares vested during 2017, 2016 and 2015, was $180 million, $171 million and $247 million, respectively (based uponRSUs that do not include the Company’sr-TSR modifier, including those that contain only service conditions, is measured using our stock price aton the grant date. The fair value of service and performance-based RSUs that include the r-TSR modifier is determined using a Monte Carlo valuation model with the following weighted-average assumptions for December 31:
20202019
Expected volatility(a)
19 %20 %
Risk-free interest rate1.4 %2.5 %
Remaining performance period (in years)
2.92.9
(a)The expected volatility is based on historical volatility of our common stock price.

As of December 31, 2020, there was $204 million of total unrecognized compensation cost related to non-vested RSUs, which will be recognized ratably over the weighted-average remaining vesting date).period of 2.0 years.
The weighted-average grant date fair value of RSAs/RSUs granted in 2017, 20162020, 2019 and 20152018 was $77.80, $55.55$124.47, $96.24 and $81.99,$98.20, respectively.
For RSUs vested during 2020, 2019 and 2018, the total fair value, based upon our stock price at the date the RSUs vested, was $291 million, $286 million and $239 million, respectively.
LIABILITY-BASED AWARDS
CertainIn 2018, certain employees arewere awarded PGs and other incentive awards that can be settled with cash or equity shares at the Company’sour discretion and final Compensation and Benefits Committee payout approval.approval; beginning in 2019, we discontinued granting PGs. These awards earn value based on performance, market and/or service conditions, and vest over periodsa period of one to three years.
PGs and other incentive awards are generally settled with cash and thus are classified as liabilities; therefore, the fair value is determined at the date of grant and remeasured quarterly as part of compensation expense over the vesting period. Cash paid upon vesting of these awards in 2017, 20162020, 2019 and 20152018 was $48$81 million, $41$81 million and $74$56 million, respectively.

112


128


Table of Contents

SUMMARY OF STOCK PLAN EXPENSE
The components of the Company’s total stock-based compensation expense (net of forfeitures) for the years ended December 31 are as follows:
(Millions) 2017  2016  2015 
Restricted stock awards(a)
 $170  $178  $190 
Stock options(a)
  21   14   12 
Liability-based awards  92   60   32 
Total stock-based compensation expense (b)
 $283  $252  $234 
(a)As of December 31, 2017, the total unrecognized compensation cost related to unvested RSAs/RSUs and options of $178 million and $21 million, respectively, will be recognized ratably over the weighted-average remaining vesting period of 2.1 years.
(b)The total income tax benefit recognized in the Consolidated Statements of Income for stock-based compensation arrangements for the years ended December 31, 2017, 2016 and 2015 was $102 million, $89 million and $83 million, respectively.

NOTE 1211

RETIREMENT PLANS

DEFINED CONTRIBUTION RETIREMENT PLANS


The Company sponsorsWe sponsor defined contribution retirement plans, the principal plan being the Retirement Savings Plan (RSP), a 401(k) savings plan with a profit-sharing component. The RSP is a tax-qualified retirement plan subject to the Employee Retirement Income Security Act of 1974 and covers most employees in the United States. The total expense for all defined contribution retirement plans globally was $349$267 million, $234$278 million and $224$272 million in 2017, 20162020, 2019 and 2015,2018, respectively.


DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS


The Company’sOur primary defined benefit pension plans that cover certain employees in the United States and United Kingdom are closed to new entrants and existing participants do not accrue any additional benefits. Most employees outside the United States and United Kingdom are covered by local retirement plans, some of which are funded, while other employees receive payments at the time of retirement or termination under applicable labor laws or agreements. The Company compliesWe comply with minimum funding requirements in all countries. The Company sponsorsWe also sponsor unfunded other postretirement benefit plans that provide health care and life insurance to certain retired U.S. employees. The total expense forFor these plans, the total net benefit was $25$8 million, $24$8 million and $23$0.4 million in 2017, 20162020, 2019 and 2015,2018, respectively.
The Company recognizesWe recognize the funded status of itsour defined benefit pension plans and other postretirement benefit plans, measured as the difference between the fair value of the plan assets and the projected benefit obligation, inon the Consolidated Balance Sheets. As of December 31, 20172020 and 2016,2019, the fundedunfunded status related to the defined benefit pension plans and other postretirement benefit plans was underfunded by $626$706 million and $700$640 million, respectively, and is recorded in Other liabilities.




129


Table of ContentsNOTE 13

NOTE 12
CONTINGENCIES AND COMMITMENTS


CONTINGENCIES

In the ordinary course of business, the Companywe and itsour subsidiaries are subject to various pending and potential legal actions, arbitration proceedings, claims, investigations, examinations, regulatory proceedings, information gathering requests, subpoenas, inquiries and matters relating to compliance with laws and regulations (collectively, legal proceedings). The Company discloses its
Based on our current knowledge, and taking into consideration our litigation-related liabilities, we do not believe we are a party to, nor are any of our properties the subject of, any legal proceeding that would have a material adverse effect on our consolidated financial condition or liquidity. However, in light of the uncertainties involved in such matters, including the fact that some pending legal proceedings are at preliminary stages or seek an indeterminate amount of damages, it is possible that the outcome of legal proceedings could have a material impact on our results of operations. Certain legal proceedings involving us or our subsidiaries are described below.
A putative merchant class action in the Eastern District of New York, consolidated in 2011 and collectively captioned In re: American Express Anti-Steering Rules Antitrust Litigation (II), alleged that provisions in our merchant agreements prohibiting merchants from differentially surcharging our cards or steering a customer to use another network’s card or another type of general-purpose card (“anti-steering” and “non-discrimination” contractual provisions) violate U.S. antitrust laws. On January 15, 2020, our motion to compel arbitration of claims brought by merchants who accept American Express and to dismiss claims of merchants who do not was granted. Plaintiffs have appealed part of this decision.
On February 25, 2020, we were named as a defendant in a case filed in the Superior Court of California, Los Angeles County, captioned Laurelwood Cleaners LLC v. American Express Co., et al., in which the plaintiff seeks a public injunction prohibiting American Express from enforcing its anti-steering and non-discrimination provisions and from requiring merchants “to offer the service of Amex-card acceptance for free.” We intend to vigorously defend the case.
On January 29, 2019, we were named in a putative class action brought in the United States District Court for the Eastern District of New York, captioned Anthony Oliver, et al. v. American Express Company and American Express Travel Related Services Company Inc., in which the plaintiffs are holders of MasterCard, Visa and/or Discover credit cards (but not American Express cards) and allege they paid higher prices as a result of our anti-steering and non-discrimination provisions in violation of federal antitrust law and the antitrust and consumer laws of various states. Plaintiffs seek unspecified damages and other forms of relief. The court dismissed plaintiffs’ federal antitrust claim, numerous state antitrust and consumer protection claims and their unjust enrichment claim. The remaining claims in plaintiffs’ complaint arise under Part I, Item 3. “Legal Proceedings.”the antitrust laws of 11 states and the consumer protection laws of six states.

In additionJuly 2004, we were named as a defendant in another putative class action filed in the Southern District of New York and subsequently transferred to the matters disclosed under “Legal Proceedings,”Eastern District of New York, captioned The Marcus Corporation v. American Express Co., et al., in which the plaintiffs allege an unlawful antitrust tying arrangement between certain of our charge cards and credit cards in violation of various state and federal laws. The plaintiffs in this action seek injunctive relief and an unspecified amount of damages.
On March 8, 2016, plaintiffs B&R Supermarket, Inc. d/b/a Milam’s Market and Grove Liquors LLC, on behalf of themselves and others, filed a suit, captioned B&R Supermarket, Inc. d/b/a Milam’s Market, et al. v. Visa Inc., et al., for violations of the Sherman Antitrust Act, the Clayton Antitrust Act, California’s Cartwright Act and unjust enrichment in the United States District Court for the Northern District of California, against American Express Company, isother credit and charge card networks, other issuing banks and EMVCo, LLC. Plaintiffs allege that the defendants, through EMVCo, conspired to shift liability for fraudulent, faulty and otherwise rejected consumer credit card transactions from themselves to merchants after the implementation of EMV chip payment terminals. Plaintiffs seek damages and injunctive relief. An amended complaint was filed on July 15, 2016. On September 30, 2016, the court denied our motion to dismiss as to claims brought by merchants who do not accept American Express cards, and on May 4, 2017, the California court transferred the case to the United States District Court for the Eastern District of New York. On August 28, 2020, the court granted plaintiffs' motion for class certification.



130

Table of Contents
We are being challenged in a number of countries regarding itsour application of value-added taxes (VAT) to certain of itsour international transactions, which are in various stages of audit, or are being contested in legal actions (collectively, VAT matters).actions. While the Company believes it haswe believe we have complied with all applicable tax laws, rules and regulations in the relevant jurisdictions, the tax authorities may determine that the Company oweswe owe additional VAT. In certain jurisdictions where the Company iswe are contesting the assessments, it waswe were required to pay the VAT assessments prior to contesting.
113


The Company’sOur legal proceedings range from cases brought by a single plaintiff to class actions with millions of putative class members.members to governmental proceedings. These legal proceedings involve various lines of business of the Company and a variety of claims (including, but not limited to, common law tort, contract, application of tax laws, antitrust and consumer protection claims), some of which present novel factual allegations and/or unique legal theories. While some matters pending against the Companyus specify the damages claimed by the plaintiff or class,sought, many seek an unspecified amount of damages or are at very early stages of the legal process. Even when the amount of damages claimed against the Companyus are stated, the claimed amount may be exaggerated and/or unsupported. As a result, some matters have not yet progressed sufficiently through discovery and/or development of important factual information and legal issues to enable the Companyus to estimate an amount of loss or a range of possible loss, while other matters have progressed sufficiently such that the Company iswe are able to estimate an amount of loss or a range of possible loss.

The Company has recorded reservesWe have accrued for certain of itsour outstanding legal proceedings. A reserveAn accrual is recorded when it is both (a) probable that a loss has occurred and (b) the amount of loss can be reasonably estimated. There may be instances in which an exposure to loss exceeds the recorded reserve. The Company evaluates,accrual. We evaluate, on a quarterly basis, developments in legal proceedings that could cause an increase or decrease in the amount of the reserveaccrual that has been previously recorded, or a revision to the disclosed estimated range of possible losses, as applicable.

For those disclosed material legal proceedings and VAT matters where a loss is reasonably possible in future periods, whether in excess of a related reserverecorded accrual for legal or tax contingencies, or where there is no such reserve,accrual, and for which the Company iswe are able to estimate a range of possible loss, the current estimated range is zero0 to $500$210 million in excess of any reservesaccruals related to those matters. This range represents management’s estimate based on currently available information and does not represent the Company’sour maximum loss exposure; actual results may vary significantly. As such legal proceedings evolve, the Companywe may need to increase itsour range of possible loss or reserves.

Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believesrecorded accruals. In addition, it is notpossible that significantly increased merchant steering or other actions impairing the Card Member experience as a party to, nor areresult of an adverse resolution in one or any combination of its properties the subject of, any legal proceeding that woulddisclosed merchant cases could have a material adverse effect on the Company’s consolidated financial condition or liquidity. However, in light of the uncertainties involved in such matters, it is possible that the outcome of legal proceedings, including the possible resolution of merchant claims, could have a material impact on the Company’sour business and results of operations.
In addition, we face exposure associated with Card Member purchases of goods and services, including with respect to the following:
Return Protection — refunds the price of qualifying purchases made with eligible cards, where the merchant will not accept the return, for up to 90 days from the date of purchase; and
Merchant Protection — protects Card Members primarily against non-delivery of goods and services, usually in the event of the bankruptcy or liquidation of a merchant. When this occurs, the Card Member may dispute the transaction for which we will generally credit the Card Member’s account. If we are unable to collect the amount from the merchant, we may bear the loss for the amount credited to the Card Member. The largest component of the exposure relates to Card Member transactions associated with travel-related merchants, primarily through business arrangements where we have remitted payment to such merchants for a Card Member travel purchase that has not yet been used or “flown.”
We have an accrual of $58 million related to these exposures as of December 31, 2020. To date, we have not experienced significant losses related to these exposures; however, our historical experience may not be representative in the current environment given the economic and financial disruptions caused by the COVID-19 pandemic and resulting containment measures. A reasonably possible loss related to these exposures in excess of the recorded accrual cannot be quantified as the Card Member purchases that may include or result in claims are not sufficiently estimable, although we believe our risk of loss has increased as a result of the COVID-19 pandemic.



131

Table of Contents
COMMITMENTS

Total lease expense includes rent expenses, adjustments for rent concessions, rent escalations and leasehold improvement allowances and is recognized on a straight-line basis over the lease term. Total lease expense for the years ended December 31, 2020, 2019 and 2018 was $177 million, $151 million and $142 million, respectively.

Lease liabilities are recognized at the present value of the contractual fixed lease payments, discounted using our incremental borrowing rate as of the lease commencement date or upon modification of the lease. For lease liabilities outstanding as of December 31, 2020, the weighted average remaining lease term was 19 years and the weighted average rate used to discount lease commitments was 3 percent.
The Company leases certain facilities and equipment under non-cancelable and cancelable agreements, for which total rental expense was $151 million, $169 million and $187 million in 2017, 2016 and 2015, respectively.following represents the maturities of our outstanding lease commitments as of December 31, 2020:
(Millions) 
2021$141 
2022140 
2023133 
2024125 
2025107 
Thereafter1,024 
Total Outstanding Fixed Lease Payments$1,670 
Less: Amount representing interest$(566)
Lease Liabilities$1,104 
As of December 31, 2017, the minimum aggregate rental commitment under all non-cancelable operating leases (net of subleases of $20 million) was as follows:

(Millions)   
2018 $131 
2019  124 
2020  98 
2021  72 
2022  57 
Thereafter  831 
Total $1,313 

As of December 31, 2017, the Company’s future minimum lease payments under capital leases or other similar arrangements is2020, we had approximately $4 million per annum in 2018 through 2020, $2 million in 2021, $1 million in 2022 and $10 million in aggregate thereafter.


As of December 31, 2017, the Company had $5.6 billion in financial commitments outstanding related to agreements with certain cobrand partners under which it makeswe are required to make a certain level of minimum payments over the life of the agreement, generally ranging from five to ten years. Such commitments are designed to be satisfied by the payment we make to such cobrand partners primarily based primarily on Card Members’ spending and earning rewards on their cobrand cards and as we acquire new Card Members. In the event these payments do not fully satisfy the commitment, we generally pay the cobrand partner up to the amount of Card Member spendingthe commitment in exchange for an equivalent value of reward points. As of December 31, 2020, we also had certain cobrand arrangements that include commitments based on variables, the values of which are not yet determinable and corresponding rewards earned on such spending and, under certain arrangements, onthus the number of accounts acquired and retained.amount is not quantifiable.



132

114

Table of Contents

NOTE 1413
DERIVATIVES AND HEDGING ACTIVITIES
The Company usesWe use derivative financial instruments (derivatives) to manage exposures to various market risks. These instruments derive their value from an underlying variable or multiple variables, including interest rates and foreign exchange rates, and equity index or price, and are carried at fair value on the Consolidated Balance Sheets. These instruments enable end users to increase, reduce or alter exposure to various market risks and, for that reason, are an integral component of the Company’sour market risk management. The Company doesWe do not transact in derivatives for tradingpurposes.
Market risk is the risk to earnings or asset and liability values resulting from movements in market prices. The Company’sOur market risk exposures include:
Interest rate risk due to changes in the relationship between interest rates on the Company’s assets (such as loans, receivables and investment securities) and interest rates on the Company’s liabilities  (such as debt and deposits); and
Interest rate risk due to changes in the relationship between interest rates on our assets (such as loans, receivables and investment securities) and interest rates on our liabilities (such as debt and deposits); and
Foreign exchange risk related to earnings, funding, transactions and investments in currencies other than the U.S. dollar.
Foreign exchange risk related to earnings, funding, transactions and investments in currencies other than the U.S. dollar.
The CompanyWe centrally monitorsmonitor market risks using market risk limits and escalation triggers as defined in itsour Asset/Liability Management Policy. The Company’sOur market exposures are in large part byproductsby-products of the delivery of itsour products and services.
Interest rate risk primarily arises through the funding of Card Member receivables and fixed-rate loans with variable-rate borrowings, as well as through the risk to net interest margin from changes in the relationship between benchmark rates such as Prime, LIBOR and the overnight indexed swap rate. Interest rate exposure within the Company’sour charge card and fixed-rate lending products is managed by varying the proportion of total funding provided by short-term and variable-rate debt and deposits compared to fixed-rate debt and deposits. In addition, interest rate swaps are used from time to time to economically convert fixed-rate debt obligations to variable-rate obligations, or to convert variable-rate debt obligations to fixed-rate obligations. The CompanyWe may change the mix between variable-rate and fixed-rate funding based on changes in business volumes and mix, among other factors.
Foreign exchange risk is generated by Card Member cross-currency charges,spend, foreign currency balance sheet exposures, foreign subsidiary equity and foreign currency earnings in entities outside the United States. The Company’sOur foreign exchange risk is managed primarily by entering into agreements to buy and sell currencies on a spot basis or by hedging this market exposure, to the extent it is economically justified,economical, through various means, including the use of derivatives such as foreign exchange forwards and cross-currency swap contracts.forwards.
Derivatives may give rise to counterparty credit risk, which is the risk that a derivative counterparty will default on, or otherwise be unable to perform pursuant to, an uncollateralized derivative exposure. The Company managesWe manage this risk by considering the current exposure, which is the replacement cost of contracts on the measurement date, as well as estimating the maximum potential valuefuture exposure of the contracts over the next 12 months, considering such factors as the volatility of the underlying or reference index. To mitigate derivative credit risk, counterparties are required to be pre-approved by the Companyus and rated as investment grade, and counterparty risk exposures are centrally monitored.
Additionally, in order to mitigate the bilateral counterparty credit risk associated with derivatives, the Company has in certain instances entered into master netting agreements with its derivative counterparties, which provide a right of offset for certain exposures between the parties. A majority of the Company’sour derivative assets and liabilities as of December 31, 20172020 and 20162019 are subject to such master netting agreements with itsour derivative counterparties, and there are no instances in which management makes an accounting policy electioncounterparties. Accordingly, where appropriate, we have elected to not netpresent derivative assets and liabilities subject to an enforceable master netting agreementwith the same counterparty on a net basis in the Company’s Consolidated Balance Sheets. To further mitigate bilateral counterparty credit risk, the Company exercises itswe exercise our rights under executed credit support agreements with certain of itsthe respective derivative counterparties.counterparties for our bilateral interest rate swaps and select foreign exchange contracts. These agreements require that, in the event the fair value change in the net derivatives position between the two parties exceeds certain dollar thresholds, the party in the net liability position posts collateral to its counterparty. All derivative contracts cleared through a central clearinghouse are collateralized to the full amount of the fair value of the contracts.
In relation to the Company’sour credit risk, under the termscertain of theour bilateral derivative agreements it has with its variousinclude provisions that allow our counterparties to terminate the Company is not required to either immediately settle any outstanding liability balances or post collateral uponagreement in the occurrenceevent of a specifieddowngrade of our debt credit risk-related event. The Company hasrating below investment grade and settle the outstanding net liability position. As of December 31, 2020, these derivatives were not in a material net liability position and we had no individually significant derivative counterparties and therefore, no significantmaterial risk exposure to any singleindividual derivative counterparty. Based on itsour assessment of the credit risk of the Company’sour derivative counterparties and our own credit risk as of December 31, 20172020 and 2016, no2019, 0 credit risk adjustment to the derivative portfolio was required.
The Company’sOur derivatives are carried at fair value on the Consolidated Balance Sheets. The accounting for changes in fair value depends on the instruments’ intended use and the resulting hedge designation, if any, as discussed below. Refer to Note 1514 for a description of the Company’sour methodology for determining the fair value of derivatives.

115


133


Table of Contents

The following table summarizes the total fair value, excluding interest accruals, of derivative assets and liabilities as of December 31:
  Other Assets Fair Value  Other Liabilities Fair Value 
(Millions) 2017  2016  2017  2016 
Derivatives designated as hedging instruments:            
Fair value hedges - Interest rate contracts(a)
 $11  $111  $34  $69 
Net investment hedges - Foreign exchange contracts  117   347   89   35 
Total derivatives designated as hedging instruments  128   458   123   104 
Derivatives not designated as hedging instruments:                
Foreign exchange contracts, including certain embedded derivatives(b)
  82   308   95   176 
Total derivatives, gross  210   766   218   280 
Less: Cash collateral netting(c) (d)
  (6)  (54)  (45)  (68)
       Derivative asset and derivative liability netting(e)
  (80)  (157)  (80)  (157)
Total derivatives, net $124  $555  $93  $55 
(a)Effective January 2017, the Central Clearing Party (CCP) changed the legal characterization of variation margin payments for centrally cleared derivatives to be settlement payments, as opposed to collateral. As of December 31, 2017, there was no unsettled derivative asset or liability with the CCP. The Company also maintained several bilateral interest rate contracts that are not subject to the CCP’s rule change and amounts related to such contracts are shown gross of any collateral exchanged.
Other Assets Fair ValueOther Liabilities Fair Value
(Millions)2020201920202019
Derivatives designated as hedging instruments:
Fair value hedges - Interest rate contracts(a)
$500 $185 $0 $
Net investment hedges - Foreign exchange contracts24 24 474 186 
Total derivatives designated as hedging instruments524 209 474 186 
Derivatives not designated as hedging instruments:
Foreign exchange contracts105 134 228 254 
Total derivatives, gross629 343 702 440 
Derivative asset and derivative liability netting(b)
(98)(90)(98)(90)
Cash collateral netting(c) (d)
(500)(185)(16)(9)
Total derivatives, net$31 $68 $588 $341 
(b)Includes foreign currency derivatives embedded in certain operating agreements.
(a)For our centrally cleared derivatives, variation margin payments are legally characterized as settlement payments as opposed to collateral.
(c)Represents the offsetting of the fair value of bilateral interest rate contracts and certain foreign exchange contracts with the right to reclaim cash collateral or the obligation to return cash collateral.
(b)Represents the amount of netting of derivative assets and derivative liabilities executed with the same counterparty under an enforceable master netting arrangement.
(d)
The Company held no non-cash collateral as of December 31, 2017. As of December 31, 2016, the Company received non-cash collateral from a counterparty in the form of security interests in U.S. Treasury securities, with a fair value of $18 million, none of which was sold or repledged.  Such non-cash collateral economically reduced the Company’s risk exposure to $537 million as of December 31, 2016, but did not reduce the net exposure on the Company’s Consolidated Balance Sheets. Additionally, the Company posted $146  million and $169 million as of December 31, 2017 and 2016, respectively, as initial margin on its centrally cleared interest rate swaps; such amounts are recorded within Other receivables on the Consolidated Balance Sheets and are not netted against the derivative balances.
(c)Represents the offsetting of the fair value of bilateral interest rate contracts and certain foreign exchange contracts with the right to cash collateral held from the counterparty or cash collateral posted with the counterparty.
(e)Represents the amount of netting of derivative assets and derivative liabilities executed with the same counterparty under an enforceable master netting arrangement.
(d)We posted $34 million and $47 million as of December 31, 2020 and 2019, respectively, as initial margin on our centrally cleared interest rate swaps; such amounts are recorded within Other assets on the Consolidated Balance Sheets and are not netted against the derivative balances.

DERIVATIVE FINANCIAL INSTRUMENTS THAT QUALIFY FOR HEDGE ACCOUNTING

Derivatives executed for hedge accounting purposes are documented and designated as such when the Company enterswe enter into the contracts. In accordance with itsour risk management policies, the Company structures itswe structure our hedges with terms similar to those of the item being hedged. The CompanyWe formally assesses,assess, at inception of the hedge accounting relationship and on a quarterly basis, whether derivatives designated as hedges are highly effective in offsetting the fair value or cash flows of the hedged items. These assessments usually are made through the application of a regression analysis method. If it is determined that a derivative is not highly effective as a hedge, the Companywe will discontinue the application of hedge accounting.

FAIR VALUE HEDGES
A fair value hedge involves a derivative designated to hedge the Company’sour exposure to future changes in the fair value of an asset or a liability, or an identified portion thereof, that is attributable to a particular risk.
Interest Rate Contracts
The Company isWe are exposed to interest rate risk associated with itsour fixed-rate long-term debt obligations. At the time of issuance, certain fixed-rate long-term debt obligations are designated in fair value hedging relationships, using interest rate swaps, to economically convert the fixed interest rate to a floating interest rate. The Company has $23.8We have $15.8 billion and $17.7$22.6 billion of fixed-rate debt obligations designated in fair value hedging relationships as of December 31, 20172020 and 2016,2019, respectively.

To the extentGains or losses on the fair value hedge is effective, the gain or loss on the hedging instrument offsetsprincipally offset the losslosses or gaingains on the hedged item attributable to the hedged risk. Any difference between theThe changes in the fair value of the derivative and the changes in the hedged item is referredmay not fully offset due to as hedge ineffectiveness and is reported as a component of Other expenses. Hedge ineffectiveness may be caused by differences between a debt obligation’s interest rate and the benchmark rate, primarily due to credit spreads at inception of the hedging relationship that are not reflected in the fair value of the interest rate swap. Furthermore, hedge ineffectivenessthe difference may be caused by changes in 1-month LIBOR, 3-month LIBOR and the overnight indexed swap rate, as spreads between these rates impact the fair value of the interest rate swap without causing an exact offsetting impact to the fair value of the hedged debt.

ForThe following table presents the periods presented,gains and losses recognized in Interest expense on the Company considers allConsolidated Statements of Income associated with the fair value hedges to be highly effective and did not de-designate any fair value hedge relationships.of our fixed-rate long-term debt for the years ended December 31:


Gains (losses)
(Millions)202020192018
Fixed-rate long-term debt$(405)$(458)$59 
Derivatives designated as hedging instruments409 462 (43)
Total$4 $$16 
116




134

Table of Contents

The following table summarizescarrying values of the gains (losses) recognized in Other expenses associated withhedged liabilities, recorded within Long-term debt on the Company’sConsolidated Balance Sheets, were $16.4 billion and $22.7 billion as of December 31, 2020 and 2019, respectively, including the cumulative amount of fair value hedgeshedging adjustments of $622 million and $217 million for the year ended December 31:respective periods.

 (Millions)
 2017  2016  2015 
Other expenses:         
Interest rate derivative contracts $(246) $(184) $(83)
Hedged items  206   163   93 
Net hedge ineffectiveness (losses) gains $(40) $(21) $10 

The Company alsoWe recognized a net reductiondecrease of $256 million and net increases of $102 million and $51 million in interestInterest expense on long-termLong-term debt of $133 million, $224 million and $284 million for the years ended December 31, 2017, 20162020, 2019, and 2015,2018, respectively, primarily related to the net settlements (interest accruals)including interest accruals on the Company’sour interest rate derivatives designated as fair value hedges.


NET INVESTMENT HEDGES
A net investment hedge is used to hedge future changes in currency exposure of a net investment in a foreign operation. The CompanyWe primarily designatesdesignate foreign currency derivatives, typically foreign exchange forwards, and on occasion foreign currency denominated debt, as hedges of net investments in certain foreign operations. These instruments reduce exposure to changes in currency exchange rates on the Company’sour investments in non-U.S. subsidiaries. The effective portionWe had notional amounts of theapproximately $10.5 billion and $9.8 billion of foreign currency derivatives designated as net investment hedges as of December 31, 2020 and 2019, respectively. The gain or loss on net investment hedges, net of taxes, recorded in AOCI as part of the cumulative translation adjustment, was a losswere losses of $370$252 million and gains of $281$140 million and $577a gain of $328 million for the years ended December 31, 2017, 20162020, 2019 and 2015, respectively,2018, respectively. Net investment hedge reclassifications out of AOCI into the Consolidated Statements of Income associated with any ineffective portion recognized in Other expenses during the period. Thesale or liquidation of a business, net hedge ineffectiveness recognized was nilof taxes, were $1 million, NaN and $1 million for the years ended December 31, 20172020, 2019, and December 31, 2016, and a gain2018, respectively.



135

DERIVATIVES NOT DESIGNATED AS HEDGES
The Company hasWe have derivatives that act as economic hedges, but are not designated as such for hedge accounting purposes. Foreign currency transactions from time to time may be partially or fully economically hedged through foreign currency contracts, primarily foreign exchange forwards. These hedges generally mature within one year. Foreign currency contracts involve the purchase and sale of designated currencies at an agreed upon rate for settlement on a specified date.
The CompanyWe also hashave certain operating agreements containing payments that may be linked to a market rate or price, primarily foreign currency rates. The payment components of these agreements may meet the definition of an embedded derivative, in which case the embedded derivative is accounted for separately and is classified as a foreign exchange contract based on its primary risk exposure.
The changes in the fair value of derivatives that are not designated as hedges are intended to offset the related foreign exchange gains or losses of the underlying foreign currency exposures. The changes in the fair value of the derivatives and the related underlying foreign currency exposures resulted in a net loss of $29 million for the year ended December 31, 2017 and net gains of $1$10 million, $64 million and $83$60 million for the years ended December 31, 20162020, 2019, and 2015,2018, respectively, andthat are recognized in Other, expenses.
The changesnet expenses in the Consolidated Statements of Income. Changes in the fair value of an embedded derivative was nilwere NaN for the year ended December 31, 2017  and resulted2020. Included in gainsthe net gain of $9 million and $5$64 million for the yearsyear ended December 31, 2016 and 2015, respectively, and are2019, is a gain of $3 million, related to a change in the fair value of an embedded derivative. The change in the fair value of the embedded derivative for the year ended December 31, 2018 resulted in a loss of $11 million that is recognized in Card Member services and other expenses.expense in the Consolidated Statements of Income.




136



NOTE 1514
FAIR VALUES
Fair value is defined as the price that would be required to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in the absence of a principal, most advantageous market for the specific asset or liability.
GAAP provides for a three-level hierarchy of inputs to valuation techniques used to measure fair value, defined as follows:
Level 1 ― Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
Level 1 ― Inputs that are quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access.
Level 2 ― Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
Level 2 ― Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:
-Quoted prices for similar assets or liabilities in active markets;
-Quoted prices for identical or similar assets or liabilities in markets that are not active;
-Inputs other than quoted prices that are observable for the asset or liability; and
-Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 ― Inputs that are unobservable and reflect the Company’s own estimates about the estimates market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). The Company did not measure any financial instruments presented on the Consolidated Balance Sheets at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2017 and 2016, although the disclosed fair value of certain assets that are not carried at fair value, as presented later in this Note, are classified within Level 3.
Level 3 ― Inputs that are unobservable and reflect our own estimates about the estimates market participants would use in pricing the asset or liability based on the best information available in the circumstances (e.g., internally derived assumptions surrounding the timing and amount of expected cash flows). We did not measure any financial instruments presented on the Consolidated Balance Sheets at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2020 and 2019, although the disclosed fair value of certain assets that are not carried at fair value, as presented later in this Note, are classified within Level 3.
The Company monitorsWe monitor the market conditions and evaluatesevaluate the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company discloses the fair value measurement at the beginning of the reporting period during which the transfer occurred. For the years ended December 31, 20172020 and 2016,2019, there were no significant transfers between levels.

Level 3 transfers.
FINANCIAL ASSETS AND FINANCIAL LIABILITIES CARRIED AT FAIR VALUE
The following table summarizes the Company’sour financial assets and financial liabilities measured at fair value on a recurring basis, categorized by GAAP’s fair value hierarchy (as described in the preceding paragraphs), as of December 31:

  2017  2016 
(Millions) Total  Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3 
Assets:                        
Investment securities:(a)
                        
Equity securities and other $48  $1  $47  $  $49  $1  $48  $ 
Debt securities  3,111   1,045   2,066      3,108   460   2,648    
Derivatives(a)
  210      210      765      765    
Total Assets  3,369   1,046   2,323      3,922   461   3,461    
Liabilities:                                
Derivatives(a)
  218      218      280      280    
Total Liabilities $218  $  $218  $  $280      280    
(a)Refer to Note 5 for the fair values of investment securities and to Note 14 for the fair values of derivative assets and liabilities, on a further disaggregated basis.
20202019
(Millions)TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets:
Investment securities:(a)
Equity securities$81 $80 $1 $0 $78 $77 $$
Debt securities21,550 0 21,550 0 8,328 8,328 
Derivatives, gross(a)
629 0 629 0 343 343 
Total Assets22,260 80 22,180 0 8,749 77 8,672 
Liabilities:
Derivatives, gross(a)
702 0 702 0 440 440 
Total Liabilities$702 $0 $702 $0 $440 $$440 $

(a)Refer to Note 4 for the fair values of investment securities and to Note 13 for the fair values of derivative assets and liabilities, on a further disaggregated basis.



118
137

VALUATION TECHNIQUES USED IN THE FAIR VALUE MEASUREMENT OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES CARRIED AT FAIR VALUE


For the financial assets and liabilities measured at fair value on a recurring basis (categorized in the valuation hierarchy table above) the Company applies, we apply the following valuation techniques:


Investment Securities


When available, quoted prices of identical investment securities in active markets are used to estimate fair value. Such investment securities are classified within Level 1 of the fair value hierarchy.
When quoted prices of identical investment securities in active markets are not available, the fair values for the Company’sour investment securities are obtained primarily from pricing services engaged by the Company,us, and the Company receiveswe receive one price for each security. The fair values provided by the pricing services are estimated using pricing models, where the inputs to those models are based on observable market inputs or recent trades of similar securities. Such investment securities are classified within Level 2 of the fair value hierarchy. The inputs to the valuation techniques applied by the pricing services vary depending on the type of security being priced but are typically benchmark yields, benchmark security prices, credit spreads, prepayment speeds, reported trades and broker-dealer quotes, all with reasonable levels of transparency. The pricing services did not apply any adjustments to the pricing models used. In addition, the Companywe did not apply any adjustments to prices received from the pricing services.
The Company reaffirms itsWe reaffirm our understanding of the valuation techniques used by itsour pricing services at least annually. In addition, the Company corroborateswe corroborate the prices provided by itsour pricing services by comparing them to alternative pricing sources. In instances where price discrepancies are identified between different pricing sources, the Company evaluateswe evaluate such discrepancies to ensure that the prices used for itsour valuation represent the fair value of the underlying investment securities. Refer to Note 54 for additional fair value information.


Derivative Financial Instruments


The fair value of the Company’sour derivative financial instruments is estimated internally by using third-party pricing models, where the inputs to those models are readily observable from actively quotedactive markets. The pricing models used are consistently applied and reflect the contractual terms of the derivatives as described below. The Company reaffirms itsWe reaffirm our understanding of the valuation techniques at least annually and validatesvalidate the valuation output on a quarterly basis. The Company’sOur derivative instruments are classified within Level 2 of the fair value hierarchy.
The fair value of the Company’sour interest rate swaps is determined based on a discounted cash flow method using the following significant inputs: the contractual terms of the swap such as the notional amount, fixed coupon rate, floating coupon rate and tenor, as well as discount rates consistent with the underlying economic factors of the currency in which the cash flows are denominated.
The fair value of foreign exchange forward contracts is determined based on a discounted cash flow method using the following significant inputs: the contractual terms of the forward contracts such as the notional amount, maturity dates and contract rate, as well as relevant foreign currency forward curves, and discount rates consistent with the underlying economic factors of the currency in which the cash flows are denominated.
Credit valuation adjustments are necessary when the market parameters, such as a benchmark curve, used to value derivatives are not indicative of theour credit quality or that of the Company or itsour counterparties. The Company considersWe consider the counterparty credit risk by applying an observable forecasted default rate to the current exposure. Refer to Note 1413 for additional fair value information.




138



FINANCIAL ASSETS AND FINANCIAL LIABILITIES CARRIED AT OTHER THAN FAIR VALUE


The following table summarizes the estimated fair values of the Company’sour financial assets and financial liabilities that are measured at amortized cost, and not required to be carried at fair value on a recurring basis, as of December 31, 20172020 and 2016.2019. The fair values of these financial instruments are estimates based upon the market conditions and perceived risks as of December 31, 20172020 and 2016,2019, and require management’s judgment. These figures may not be indicative of future fair values, nor can the fair value of the CompanyAmerican Express be estimated by aggregating the amounts presented.

  Carrying  Corresponding Fair Value Amount 
2017 (Billions)
 Value  Total  Level 1  Level 2  Level 3 
Financial Assets:               
Financial assets for which carrying values equal or approximate fair value               
Cash and cash equivalents(a)
 $33  $33  $32  $1  $ 
Other financial assets(b)
  57   57      57    
Financial assets carried at other than fair value                    
Loans, net(c)
  74   75         75 
                     
Financial Liabilities:                    
Financial liabilities for which carrying values equal or approximate fair value  76   76      76    
Financial liabilities carried at other than fair value                    
Certificates of deposit(d)
  17   17      17    
Long-term debt(c)
 $56  57    57   
                     
  Carrying  Corresponding Fair Value Amount 
2016 (Billions)
 Value  Total  Level 1  Level 2  Level 3 
Financial Assets:                    
Financial assets for which carrying values equal or approximate fair value                    
Cash and cash equivalents(a)
 $25  $25  $22  $3  $ 
Other financial assets(b)
  51   51      51    
Financial assets carried at other than fair value                    
Loans, net(c)
  65   66         66 
                     
Financial Liabilities:                    
Financial liabilities for which carrying values equal or approximate fair value  67   67      67    
Financial liabilities carried at other than fair value                    
Certificates of deposit(d)
  12   12      12    
Long-term debt(c)
 $47  48    48   
(a)Level 2 amounts reflect time deposits and short-term investments.
2020 (Billions)
Carrying
Value
Corresponding Fair Value Amount
TotalLevel 1Level 2Level 3
Financial Assets:
Financial assets for which carrying values equal or
approximate fair value
Cash and cash equivalents(a)
$33 $33 $31 $2 $
Other financial assets(b)
46 46 46 
Financial assets carried at other than fair value
Card Member and Other loans, less reserves(c)
71 75 75 
Financial Liabilities:
Financial liabilities for which carrying values equal or approximate fair value101 101 101 
Financial liabilities carried at other than fair value
Certificates of deposit(d)
8 8 8 
Long-term debt(c)
$43 $45 $$45 $
(b)Includes Card Member receivables (including fair values of Card Member receivables of $8.9 billion and $8.8
2019 (Billions)
Carrying
Value
Corresponding Fair Value Amount
TotalLevel 1Level 2Level 3
Financial Assets:
Financial assets for which carrying values equal or
approximate fair value
Cash and cash equivalents(a)
$24 $24 $23 $$
Other financial assets(b)
60 60 60 
Financial assets carried at other than fair value
Card Member and Other loans, less reserves(c)
90 91 91 
Financial Liabilities:
Financial liabilities for which carrying values equal or approximate fair value92 92 92 
Financial liabilities carried at other than fair value
Certificates of deposit(d)
10 10 10 
Long-term debt(c)
$58 $60 $$60 $
(a)Level 2 amounts reflect time deposits and short-term investments.
(b)Balances includeCard Member receivables (including fair values of Card Member receivables of $4.2 billion and $8.2 billion held by a consolidated VIE as of December 31, 2017 and 2016, respectively), Other receivables, restricted cash and other miscellaneous assets.
(c)Balances include amounts held by a consolidated VIE for which the fair values of Card Member loans were $25.6 billion and $26.0 billion as of December 31, 2017 and 2016, respectively, and the fair values of long-term debt were $18.6 billion and $15.2 billion as of December 31, 2017 and 2016, respectively.
(d)Presented as a component of customer deposits on the Consolidated Balance Sheets.

The fair values of these financial instruments are estimates based upon the market conditions and perceived risks as of December 31, 2017,2020 and require management judgment. These figures may not be indicative2019, respectively), other receivables and other miscellaneous assets.
(c)Balances include amounts held by a consolidated VIE for which the fair values of futureCard Member loans were $25.8 billion and $32.0 billion as of December 31, 2020 and 2019, respectively, and the fair values. The fair valuevalues of Long-term debt were $13.0 billion and $19.8 billion as of December 31, 2020 and 2019, respectively.
(d)Presented as a component of Customer deposits on the Company cannot be reliably estimated by aggregating the amounts presented.


Consolidated Balance Sheets.

120


139



VALUATION TECHNIQUES USED IN THE FAIR VALUE MEASUREMENT OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES CARRIED AT OTHER THAN FAIR VALUE


For the financial assets and liabilities that are not required to be carried at fair value on a recurring basis (categorized in the valuation hierarchy table) the Company applies, we apply the following valuation techniques to measure fair value:


Financial Assets For Which Carrying Values Equal Or Approximate Fair Value


Financial assets for which carrying values equal or approximate fair value include cash and cash equivalents, Card Member receivables, accrued interest and certain other assets. For these assets, the carrying values approximate fair value because they are short term in duration, have no defined maturity or have a market-based interest rate.
Financial Assets Carried At Other Than Fair Value
Loans, netCard Member and Other loans, less reserves
LoansCard Member and Other loans are recorded at historical cost, less reserves, on the Consolidated Balance Sheets. In estimating the fair value for the Company’sour loans, the Company useswe use a discounted cash flow model. Due to the lack of a comparable whole loan sales market for similar loans and the lack of observable pricing inputs thereof, the Company useswe use various inputs derived from an equivalent securitization market to estimate fair value. Such inputs include projected income, pay-down rates, discount rates relevant credit costs and cost of funding assumptions.forecasted write-offs. The valuation does not include economic value attributable to future receivables generated by the accounts associated with the loans.


Financial Liabilities For Which Carrying Values Equal Or Approximate Fair Value


Financial liabilities for which carrying values equal or approximate fair value include accrued interest, customer deposits (excluding certificates of deposit, which are described further below), Travelers Cheques and other prepaid products outstanding, accounts payable, short-term borrowings and certain other liabilities for which the carrying values approximate fair value because they are short term in duration, have no defined maturity or have a market-based interest rate.


Financial Liabilities Carried At Other Than Fair Value


Certificates of Deposit
Certificates of deposit (CDs) are recorded at their historical issuance cost on the Consolidated Balance Sheets. Fair value is estimated using a discounted cash flow methodology based on the future cash flows and the discount rate that reflects the current market rates for similar types of CDs within similar markets.
Long-term Debt
Long-term debt is recorded at historical issuance cost on the Consolidated Balance Sheets adjusted for (i) unamortized discount and unamortized fees, (ii) the impact of movements in exchange rates on foreign currency denominated debt and (iii) the impact of fair value hedge accounting on certain fixed-rate notes and current translation rates for foreign-denominated debt.that have been swapped to floating rate through the use of interest rate swaps. The fair value of the Company’sour long-term debt is measured using quoted offer prices when quoted market prices are available. If quoted market prices are not available, the fair value is determined by discounting the future cash flows of each instrument at rates currently observed in publicly-traded debt markets for debt of similar terms and credit risk. For long-term debt, where there are no rates currently observable in publicly traded debt markets of similar terms and comparable credit risk, the Company useswe use market interest rates and adjustsadjust those rates for necessary risks, including itsour own credit risk. In determining an appropriate spread to reflect itsour credit standing, the Company considerswe consider credit default swap spreads, bond yields of other long-term debt offered by the Company,us, and interest rates currently offered to the Companyus for similar debt instruments of comparable maturities.


NONRECURRING FAIR VALUE MEASUREMENTS


The Company hasWe have certain assets that are subject to measurement at fair value on a nonrecurring basis. For these assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired.impaired or where there are observable price changes for equity investments without readily determinable fair values. During the years ended December 31, 20172020 and 2016, the Company2019, we did not0t have any material assets that were measured at fair value due to impairment.impairment and there were no material fair value adjustments for equity investments without readily determinable fair values.




140

121

NOTE 1615

GUARANTEES

As of December 31, 2017, theThe maximum potential undiscounted future payments and related liability resulting from guarantees and indemnifications provided by the Companyus in the ordinary course of business were $1 billion and $52$24 million, respectively, and related primarily to the Company’s real estate and business dispositions. As of December 31, 2016, the maximum potential undiscounted future payments and related liability were $48 billion and $86 million, respectively. Amounts related to the Company’s Card Member protection plans were included as of December 31, 2016, in addition2020, and $1 billion and $29 million, respectively, as of December 31, 2019, all of which were primarily related to itsour real estate and business dispositions.

To date, the Company haswe have not experienced any significant losses related to guarantees or indemnifications. The Company’sOur recognition of these instruments is at fair value. In addition, the Company establisheswe establish reserves when a loss is probable and the amount can be reasonably estimated.


NOTE 1716

COMMON AND PREFERRED SHARES


The following table shows authorized shares and provides a reconciliation of common shares issued and outstanding for the years ended December 31:

(Millions, except where indicated)  2017  2016 2015
Common shares authorized (billions)(a)
  3.6  3.6 3.6
Shares issued and outstanding at beginning of year  904  969 1,023
Repurchases of common shares  (50)  (70) (59)
Other, primarily stock option exercises and restricted stock awards granted  5  5 5
Shares issued and outstanding as of December 31  859  904 969
(a)Of the common shares authorized but unissued as of December 31, 2017, approximately 29 million shares are reserved for issuance under employee stock and employee benefit plans.
(Millions, except where indicated)202020192018
Common shares authorized (billions)(a)
3.6 3.6 3.6 
Shares issued and outstanding at beginning of year810 847 859 
Repurchases of common shares(7)(40)(15)
Other, primarily stock option exercises and restricted stock awards granted2 
Shares issued and outstanding as of December 31805 810 847 

(a)Of the common shares authorized but unissued as of December 31, 2020, approximately 23 million shares are reserved for issuance under employee stock and employee benefit plans.
On September 26, 2016,23, 2019, the Board of Directors authorized the repurchase of 150up to 120 million of common shares overfrom time to time, subject to market conditions and in accordance with the Company’sour capital distribution plans submitted to the Board of Governors of the Federal Reserve System (the Federal Reserve) and subject to market conditions.plans. This authorization replaces allreplaced the prior repurchase authorizations.authorization and does not have an expiration date. During 2017, 20162020, 2019 and 2015, the Company2018, we repurchased 507 million common shares with a cost basis of $4.3$0.9 billion, 7040 million common shares with a cost basis of $4.4$4.6 billion, and 5915 million common shares with a cost basis of $4.5$1.6 billion, respectively. The cost basis includes commissions paid of $2.9$1.0 million, $1.2$6.2 million and $1.1$2.2 million in 2017, 20162020, 2019 and 2015,2018, respectively. As of December 31, 2017, the Company2020, we had approximately 85102 million common shares remaining under the Board share repurchase authorization. Such authorization does not have an expiration date.
Common shares are generally retired by the Companyus upon repurchase (except for 2.92.5 million, 3.02.6 million and 3.02.7 million shares held as treasury shares as of December 31, 2017, 20162020, 2019 and 2015,2018, respectively); retired common shares and treasury shares are excluded from the shares outstanding in the table above. The treasury shares, with a cost basis of $217$279 million, $197$292 million and $242$207 million as of December 31, 2017, 20162020, 2019 and 2015,2018, respectively, are included as a reduction to additionalAdditional paid-in capital in shareholders’Shareholders’ equity on the Consolidated Balance Sheets.

122


141


PREFERRED SHARES

The Board of Directors is authorized to permit the Companyus to issue up to 20 million Preferred Shares at a par value of $1.662/3 without further shareholder approval. The Company hasWe have the following perpetual Fixed Rate/Floating Rate Noncumulative Preferred Share series issued and outstanding as of December 31, 2017:2020:

  Series B  Series C 
Issuance date November 10, 2014  March 2, 2015 
Securities issued 750 Preferred Shares; represented by 750,000 depositary shares  850 Preferred Shares; represented by 850,000 depositary shares 
Aggregate liquidation preference $750 million  $850 million 
Fixed dividend rate per annum  5.20%   4.90% 
Semi-annual fixed dividend payment dates Beginning May 15, 2015  Beginning September 15, 2015 
Floating dividend rate per annum 3 month LIBOR+ 3.428%  3 month LIBOR+ 3.285% 
Quarterly floating dividend payment dates Beginning February 15, 2020  Beginning June 15, 2020 
Fixed to floating rate conversion date(a)
 November 15, 2019  March 15, 2020 
(a)The date on which dividends convert from a fixed-rate calculation to a floating rate calculation.
 Series BSeries C
Issuance dateNovember 10, 2014March 2, 2015
Securities issued750 Preferred Shares; represented by 750,000 depositary shares850 Preferred Shares; represented by 850,000 depositary shares
Aggregate liquidation preference$750 million$850 million
Fixed dividend rate per annum5.20%4.90%
Semi-annual fixed dividend payment datesBeginning May 15, 2015Beginning September 15, 2015
Floating dividend rate per annum3 month LIBOR+ 3.428%3 month LIBOR+ 3.285%
Quarterly floating dividend payment datesBeginning February 15, 2020Beginning June 15, 2020
Fixed to floating rate conversion date(a)
November 15, 2019March 15, 2020

(a)The date on which dividends convert from a fixed-rate calculation to a floating rate calculation.
In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Company, the preferred stock then outstanding takes precedence over the Company’sour common stock for the payment of dividends and the distribution of assets out of funds legally available for distribution to shareholders. Each outstanding series of Preferred Shares has a liquidation price of $1 million per Preferred Share, plus any accrued but unpaid dividends. The CompanyWe may redeem these Preferred Shares at $1 million per Preferred Share (equivalent to $1,000 per depositary share) plus any declared but unpaid dividends in whole or in part, from time to time, on any dividend payment date on or after the respective fixed to floating rate conversion date, or in whole, but not in part, within 90 days of certain bank regulatory changes.
There were no0 warrants issued and outstanding as of December 31, 2017, 20162020, 2019 and 2015.2018.

123


142


NOTE 1817

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME


AOCI is a balance sheet item in the Shareholders’ Equity section ofequity on the Company’s Consolidated Balance Sheets. It is comprised of items that have not been recognized in earnings but may be recognized in earnings in the future when certain events occur. Changes in each component for the three years ended December 31 were as follows:

(Millions), net of tax
 Net Unrealized Gains (Losses) on Investment Securities  Foreign Currency Translation Adjustments  Net Unrealized Pension and Other Postretirement Benefit Gains (Losses)  Accumulated Other Comprehensive (Loss) Income 
Balances as of December 31, 2014 $96  $(1,499) $(516) $(1,919)
Net unrealized losses  (37)        (37)
Decrease due to amounts reclassified into earnings  (1)  (1)     (2)
Net translation loss of investments in foreign operations     (1,122)     (1,122)
Net gains related to hedges of investments in foreign operations     578      578 
Pension and other postretirement benefit        (32)  (32)
Net change in accumulated other comprehensive loss  (38)  (545)  (32)  (615)
Balances as of December 31, 2015  58   (2,044)  (548)  (2,534)
Net unrealized losses  (45)        (45)
(Decrease) increase due to amounts reclassified into earnings  (6)  4      (2)
Net translation loss of investments in foreign operations     (503)     (503)
Net gains related to hedges of investment in foreign operations     281      281 
Pension and other postretirement benefit        19   19 
Net change in accumulated other comprehensive (loss) income  (51)  (218)  19   (250)
Balances as of December 31, 2016  7   (2,262)  (529)  (2,784)
Net unrealized losses  (7)        (7)
Decrease due to amounts reclassified into earnings     (7)     (7)
Net translation gain of investments in foreign operations(a)
     678      678 
Net losses related to hedges of investment in foreign operations     (370)     (370)
Pension and other postretirement benefit        62   62 
Net change in accumulated other comprehensive (loss) income  (7)  301   62   356 
Balances as of December 31, 2017 $  $(1,961) $(467) $(2,428)
(a)Includes $289 million of recognized tax benefits in the year ended December 31, 2017 (refer to Note 21).
(Millions), net of tax
Net Unrealized Gains (Losses) on Debt
Securities
Foreign Currency
Translation Adjustment
Gains (Losses)
Net Unrealized Pension
and Other Postretirement Benefit
Gains (Losses)
Accumulated Other
Comprehensive (Loss)
Income
Balances as of December 31, 2017$$(1,961)$(467)$(2,428)
Net unrealized losses(10)(10)
Net translation on investments in foreign operations(500)(500)
Net hedges of investments in foreign operations328 328 
Pension and other postretirement benefits11 11 
Other
Net change in accumulated other comprehensive (loss) income(8)(172)11 (169)
Balances as of December 31, 2018(8)(2,133)(456)(2,597)
Net unrealized gains41 41 
Net translation on investments in foreign operations84 84 
Net hedges of investments in foreign operations(140)(140)
Pension and other postretirement benefits0 0 (125)(125)
Net change in accumulated other comprehensive (loss) income41 (56)(125)(140)
Balances as of December 31, 201933 (2,189)(581)(2,737)
Net unrealized gains32 0 0 32 
Amounts reclassified into earnings0 (3)0 (3)
Net translation on investments in foreign operations0 215 0 215 
Net hedges of investments in foreign operations0 (252)0 (252)
Pension and other postretirement benefits0 0 (150)(150)
Net change in accumulated other comprehensive (loss) income32 (40)(150)(158)
Balances as of December 31, 2020$65 $(2,229)$(731)$(2,895)
The following table shows the tax impact for the years ended December 31 for the changes in each component of AOCI presented above:
  Tax expense (benefit) 
(Millions) 2017  2016  2015 
Investment securities $(4) $(27) $(20)
Foreign currency translation adjustments(a)
  (172)  (15)  (124)
Net investment hedges  (215)  139   340 
Pension and other postretirement benefit  7   37    
Total tax impact $(384) $134  $196 

(a)    Includes $289 million of recognized tax benefits in the year ended December 31, 2017 (refer to Note 21).


Tax expense (benefit)
(Millions)202020192018
Net unrealized investment securities$9 $12 $(2)
Net translation on investments in foreign operations17 24 (44)
Net hedges of investments in foreign operations(79)(43)107 
Pension and other postretirement benefits(28)(38)
Total tax impact$(81)$(45)$70 
The following table presents the effects of reclassifications out of AOCI and into the Consolidated Statements of Income associated with the sale or liquidation of a business, net of taxes for the years ended December 31:

Gains (losses) recognized in earnings
Description (Millions)
Income Statement Line Item202020192018
Foreign currency translation adjustments
Reclassification of translation adjustments and related hedgesOther expenses$3 $$
Related income taxIncome tax provision0 (1)
Reclassification of foreign currency translation adjustments$3 $$
    Gains (losses) recognized in earnings 
Description (Millions)
Income Statement Line Item 2017  2016 
Available-for-sale securities       
Reclassifications for previously unrealized net gains on investment securitiesOther non-interest revenues $  $9 
Related income tax expenseIncome tax provision     (3)
Reclassification to net income related to available-for-sale securities      6 
Foreign currency translation adjustments         
Reclassification of realized losses on translation adjustments and related net investment hedgesOther expenses  (7)  (4)
Related income tax benefitIncome tax provision  14    
Reclassification to net income related to foreign currency translation adjustments   7   (4)
Total  $7  $2 

124



143

NOTE 18
NOTE 19

NON-INTEREST REVENUEOTHER FEES AND EXPENSE DETAILCOMMISSIONS AND OTHER EXPENSES

The following is a detail of Other fees and commissions for the years ended December 31:

(Millions) 2017  2016  2015 
Delinquency fees $888  $762  $788 
Foreign currency conversion fee revenue  851   809   852 
Loyalty coalition-related fees  453   410   379 
Travel commissions and fees  354   338   349 
Service fees  309   291   361 
Other(a)
  167   143   137 
Total Other fees and commissions $3,022  $2,753  $2,866 
(a)Other primarily includes fees related to Membership Rewards programs.
(Millions)202020192018
Fees charged to Card Members:
Delinquency fees$772 $1,028 $959 
Foreign currency conversion fee revenue433 982 921 
Other customer fees:
Loyalty coalition-related fees435 456 461 
Service fees and other(a)
421 407 417 
Travel commissions and fees102 424 395 
Total Other fees and commissions$2,163 $3,297 $3,153 

The following is a detail of (a)Other revenues for the years ended December 31:
(Millions) 2017  2016  2015 
Global Network Services partner revenues $615  $654  $640 
Other(a)
  1,117   1,375   1,393 
Total Other revenues $1,732  $2,029  $2,033 
             
(a)Other includes revenues arising from net revenue earned on cross-border Card Member spending, insurance premiums earned from Card Member travel and other insurance programs, merchant-related fees, Prepaid card and Travelers Cheque-related revenues, revenues related to the GBT JV transition services agreement, earnings from equity method investments (including the GBT JV) and other miscellaneous revenue and fees.


includes Membership Rewards program fees that are not related to contracts with customers.
The following is a detail of Other expenses for the years ended December 31:

(Millions) 2017  2016  2015 
Professional services $2,070  $2,583  $2,750 
Occupancy and equipment  2,019   1,838   1,854 
Communications  276   302   345 
Gain on sale of HFS portfolios(a)
     (1,218)   
Other(b)
  1,411   1,657   1,844 
Total Other expenses $5,776  $5,162  $6,793 
(a)Refer to Note 2 for additional information.
(Millions)202020192018
Occupancy and equipment$2,334 $2,168 $2,033 
Professional services1,789 2,091 2,125 
Other(a)
1,202 1,597 1,506 
Total Other expenses$5,325 $5,856 $5,664 
(b)Other expense primarily includes general operating expenses, goodwill and technology impairment costs (refer to Note 2), Card and merchant-related fraud losses, foreign currency-related gains and losses (including the favorable impact from the reassessment of the functional currency of certain UK legal entities in the year ended December 31, 2015) and insurance costs. In addition, beginning December 1, 2015 through to the portfolio sale completion dates, included the valuation allowance adjustment associated with the HFS portfolios.
(a)Other expense primarily includes general operating expenses, communication expenses, non-income taxes, unrealized gains and losses on certain equity investments, Card Member and merchant-related fraud losses and litigation expenses. For the year ended December 31, 2018, Other expense also includes the loss on a transaction involving the operations of our prepaid reloadable and gift card business.


NOTE 2019

RESTRUCTURING


The Company initiatesWe periodically initiate restructuring programs to support new business strategies and to enhance itsour overall effectiveness and efficiency. In connection with these programs, the Companywe will typically will incur severance and other exit costs.
The following table summarizes the Company’sWe had $197 million, $135 million and $69 million accrued in total restructuring reserves activityas of December 31, 2020, 2019 and 2018, respectively. New charges, including net revisions to existing restructuring reserves, which primarily relate to the redeployment of displaced colleagues to other positions, were $125 million, $125 million and $(23) million, for the years ended December 31, 2017, 20162020, 2019 and 2015:

(Millions) Severance  
Other(a)
  Total 
Liability balance as of December 31, 2014 $435  $35  $470 
Restructuring charges, net of $61 in revisions(b)
  (33)  7   (26)
Payments  (141)  (14)  (155)
Other non-cash(c)
  (23)  (5)  (28)
Liability balance as of December 31, 2015  238   23   261 
Restructuring charges, net of $81 in revisions(b)
  305   24   329 
Payments  (171)  (21)  (192)
Other non-cash(c)
  (12)  (3)  (15)
Liability balance as of December 31, 2016  360   23   383 
Restructuring charges(d)
  34   8   42 
Payments  (219)  (16)  (235)
Other non-cash(c)
  11   (2)  9 
Liability balance as of December 31, 2017(e)
 $186  $13  $199 
(a)Other primarily includes facility exit and contract termination costs.
(b)Revisions primarily relate to higher than anticipated redeployments of displaced employees to other positions within the Company, business changes and modifications to existing initiatives.
(c)Consists primarily of foreign exchange impacts and other non-cash charges.
(d)Net revisions to existing restructuring reserves were immaterial for the year ended December 31, 2017.
(e)The majority of cash payments related to the remaining restructuring liabilities are expected to be completed in 2018, and to a lesser extent certain contractual long-term severance arrangements and lease obligations are expected to be completed in 2019 and 2023, respectively.
Restructuring charges related to severance obligations are included in salaries and employee benefits in the Company’s Consolidated Statements of Income, while charges pertaining to other exit costs are included in occupancy and equipment and other expenses.
The following table summarizes the Company’s restructuring charges, net of revisions, by reportable operating segment and Corporate & Other for the year ended December 31, 2017, and the cumulative amounts2018, respectively. Cumulatively, we recognized $383 million relating to the restructuring programs that were in progress during 20172020 and initiated at various dates between 20112016 and 2017.
  2017  
Cumulative Restructuring Expense Incurred To Date On
In-Progress Restructuring Programs
 
(Millions) Total Restructuring Charges, net revisions  Severance  Other  Total 
USCS $(8) $54  $  $54 
ICNS  (6)  132      132 
GCS  (10)  85   8   93 
GMS  5   40      40 
Corporate & Other  61   322   81   403(a) 
Total $42  $633  $89  $722(b) 
(a)Corporate & Other includes certain severance and other charges of $336  million related to companywide support functions which were not allocated to the Company’s reportable operating segments, as these were corporate initiatives, which is consistent with how such charges were reported internally.
(b)As of December 31, 2017, the total expenses to be incurred for previously approved restructuring activities that were in progress are not expected to be materially different than the cumulative expenses incurred to date for these programs.
2020, the majority of which has been reflected within Corporate & Other.
126




144

NOTE 2120
INCOME TAXES
The Tax Act, enacted by the U.S. government on December 22, 2017, makes broad and complex changes to the U.S. tax code which will require time to interpret. The SEC issued Staff Accounting Bulletin No. 118 (SAB 118) in December, 2017, to provide guidance on accounting for the effects of the Tax Act.  SAB 118 provides for a measurement period of up to one year from the Tax Act enactment date for companies to complete their assessment of and accounting for those effects of the Tax Act required under ASC 740 “Implementation Guidance on Accounting for Uncertainty in Income Taxes” to be reported in the period of enactment.  Under SAB 118, a company must first reflect the income tax effects of the Tax Act for which the accounting is complete in the period of the date of enactment. To the extent the accounting for other income tax effects is incomplete, but a reasonable estimate can be determined, companies must record a provisional estimate to be included in their financial statements.  For any income tax effect for which a reasonable estimate cannot be determined, an entity must continue to apply ASC 740 based on the provisions of the tax laws in effect immediately prior to the Tax Act being enacted until such time as a reasonable estimate can be determined.

The Company has recorded a discrete net charge of $2.6 billion in the period ended December 31, 2017 related to the Tax Act. For the reasons stated below, the Company requires additional time to complete its analysis of the impacts of the Tax Act and therefore its accounting for the Tax Act is provisional.
Impacts of Deemed Repatriation: The Tax Act imposed a one-time transition tax on unrepatriated post-1986 accumulated earnings and profits of certain foreign subsidiaries (E&P). To calculate this tax, the Company must determine the cumulative amount of E&P, as well as the amount of foreign taxes paid on such earnings. In addition, the Company made a decision to no longer assert that the accumulated post-1986 E&P of its non-U.S. subsidiaries that are subject to this one-time transition tax are intended to be permanently reinvested outside the United States. As a result, the Company recorded a deferred tax liability for the state income and foreign withholding tax consequences of any future cash dividends paid from such E&P. The Company has recorded reasonable estimates based on data available for both the deemed repatriation tax for 2017 of $1.7 billion and the deferred state income and foreign withholding taxes on potential future distributions of these earnings of $0.3 billion. Until the Company fully completes its analysis, the accounting for these items is provisional.

Remeasurement of Deferred Tax Assets and Liabilities: The Company has recorded a deferred charge of $0.6 billion related to the remeasurement of its U.S. federal net deferred tax assets for 2017. This charge reflects the change in the corporate tax rate from 35 percent to 21 percent, effective January 1, 2018, as well as other provisions of the Tax Act. Certain components of the remeasurement are reasonable estimates based on available information. Until the Company fully completes its analysis of all components, the accounting for the remeasurement of the Company’s net deferred tax assets is provisional.
The Company will complete its analysis of, and finalize its accounting for, these provisional estimates during the one-year measurement period as prescribed by SAB 118.
The components of income tax expense for the years ended December 31 included in the Consolidated Statements of Income were as follows:
(Millions) 2017  2016  2015 
Current income tax expense:         
U.S. federal(a)
 $3,408  $2,179  $2,107 
U.S. state and local  259   272   335 
Non-U.S.  386   342   416 
Total current income tax expense  4,053   2,793   2,858 
Deferred income tax (benefit) expense:            
U.S. federal(b)
  541   (45)  (23)
U.S. state and local  (7)  (8)  (5)
Non-U.S.  91   (52)  (55)
Total deferred income tax  (benefit) expense  625   (105)  (83)
Total income tax expense $4,678  $2,688  $2,775 
(a)2017 includes a charge of $1.7 billion related to the Tax Act deemed repatriation tax on certain non-U.S. earnings.
(b)2017 includes charges related to the Tax Act of $0.6 billion due to the remeasurement of certain federal net deferred tax assets to the lower federal tax rate of 21 percent and $0.3 billion due to deferred state income and foreign withholding tax consequences of future cash distributions from non-U.S. subsidiaries.

(Millions)202020192018
Current income tax expense:
U.S. federal$1,122 $1,108 $70 
U.S. state and local339 276 150 
Non-U.S.639 437 681 
Total current income tax expense2,100 1,821 901 
Deferred income tax (benefit) expense:
U.S. federal(931)(58)276 
U.S. state and local(119)(31)78 
Non-U.S.111 (62)(54)
Total deferred income tax (benefit) expense(939)(151)300 
Total income tax expense$1,161 $1,670 $1,201 
A reconciliation of the U.S. federal statutory rate of 3521 percent as of December 31, 2017,2020, 2019 and 2018, to the Company’sour actual income tax rate for the years ended December 31 on continuing operations was as follows:
    2017 2016 2015 
U.S. statutory federal income tax rate 35.0%35.0%35.0%
(Decrease) increase in taxes resulting from:       
 Tax-exempt income (1.7) (1.7) (1.7) 
 State and local income taxes, net of federal benefit 2.3 2.7 2.8 
 
Non-U.S. subsidiaries’ earnings(a)
 (5.7) (2.0) (1.8) 
 
Tax settlements(b)
 (0.7) (0.6) (0.2) 
 
Non deductible expenses(c)
   0.9 
 
U.S. Tax Act(d)
 34.8   
 Other (0.9) (0.2)  
  Actual tax rates 63.1%33.2%35.0%
(a)Results for all years primarily included tax benefits associated with the undistributed earnings of certain non-U.S. subsidiaries that were deemed to be reinvested indefinitely. In addition, 2017 included tax benefits of $156 million, which decreased the actual tax rate by 2.1 percent, related to the realization of certain foreign tax credits.
 202020192018
U.S. statutory federal income tax rate21.0 %21.0 %21.0 %
(Decrease) increase in taxes resulting from:
Tax-exempt income(4.1)(1.9)(1.7)
State and local income taxes, net of federal benefit3.7 2.8 2.8 
Non-U.S. subsidiaries' earnings2.4 (0.5)(1.0)
Tax settlements(a)
(0.3)(0.3)(1.9)
U.S. Tax Act and related adjustments(b)
0 (4.3)
Valuation allowances4.0 (0.2)0.5 
Other0.3 (1.1)(0.6)
Actual tax rates27.0 %19.8 %14.8 %
(b)Relates to the resolution of tax matters in various jurisdictions.
(a)2018 primarily included a settlement of the IRS examination for tax years 2008-2014, as well as the resolution of certain tax matters in various jurisdictions.
(c)Relates to the nondeductible portion of the Prepaid Services goodwill impairment in 2015.
(b)2018 included changes to the tax method of accounting for certain expenses and adjustments to the 2017 provisional Tax Act charge.
(d)Relates to the $2.6 billion charge for the impacts of the Tax Act.

The Company recordsWe record a deferred income tax (benefit) provision when there are differences between assets and liabilities measured for financial reporting and for income tax return purposes. These temporary differences result in taxable or deductible amounts in future years and are measured using the tax rates and laws that will be in effect when such differences are expected to reverse. In particular, the 2017 balances were reduced to reflect the remeasurement



145

The significant components of deferred tax assets and liabilities as of December 31 are reflected in the following table:
(Millions) 2017  2016 
Deferred tax assets:      
Reserves not yet deducted for tax purposes $2,724  $3,889 
Employee compensation and benefits  403   595 
Other  409   592 
Gross deferred tax assets  3,536   5,076 
Valuation allowance  (46)  (54)
Deferred tax assets after valuation allowance  3,490   5,022 
Deferred tax liabilities:        
Intangibles and fixed assets  1,057   1,691 
Deferred revenue  306   441 
Deferred interest  183   305 
Investment in joint ventures  137   209 
Other  259   121 
Gross deferred tax liabilities  1,942   2,767 
Net deferred tax assets $1,548  $2,255 

(Millions)20202019
Deferred tax assets:
Reserves not yet deducted for tax purposes$3,905 $2,633 
Employee compensation and benefits383 365 
Net operating loss and tax credit carryforwards399 119 
Other765 417 
Gross deferred tax assets5,452 3,534 
Valuation allowance(418)(66)
Deferred tax assets after valuation allowance5,034 3,468 
Deferred tax liabilities:
Intangibles and fixed assets1,433 1,279 
Deferred revenue252 315 
Deferred interest148 162 
Investment in joint ventures135 122 
Other366 129 
Gross deferred tax liabilities2,334 2,007 
Net deferred tax assets$2,700 $1,461 


The net operating loss and tax credit carryforward balance as of December 31, 2020, shown in the table above, is related to pre-tax U.S. federal and non-U.S. net operating loss (NOL) carryforwards of $140 million and $1.0 billion, respectively, and foreign tax credit (FTC) carryforwards of $100 million. If not utilized, certain U.S. federal and non-U.S. NOL carryforwards will expire between 2021 and 2037, whereas others have an unlimited carryforward period. The FTC carryforwards will expire between 2029 and 2030.
A valuation allowance is established when management determines that it is more likely than not that all or some portion of the benefit of the deferred tax assets will not be realized. The valuation allowances for both periods presented above are associated with certain non-U.S. deferred tax assets. In addition, the valuation allowances as of December 31, 2017 and 20162020 are also associated with net operating losses and other deferred tax assets inFTC carryforwards.
Accumulated earnings of certain non-U.S. operationssubsidiaries, which totaled approximately $1.0 billion as of December 31, 2020, are intended to be permanently reinvested outside the Company.U.S. We do not provide for state income and foreign withholding taxes on foreign earnings intended to be permanently reinvested outside the U.S. Accordingly, state income and foreign withholding taxes, which would have aggregated to approximately $0.1 billion as of December 31, 2020, have not been provided on those earnings.
Net income taxes paid by the Companyus during 2017, 20162020, 2019 and 2015,2018, were approximately $1.4$2.2 billion, $3.0$1.7 billion and $3.4$2.0 billion, respectively. These amounts include estimated tax payments and cash settlements relating to prior tax years.
The Company isWe are subject to the income tax laws of the United States, its states and municipalities and those of the foreign jurisdictions in which the Company operates.we operate. These tax laws are complex, and the manner in which they apply to the taxpayer’s facts is sometimes open to interpretation. Given these inherent complexities, the Companywe must make judgments in assessing the likelihood that a tax position will be sustained upon examination by the taxing authorities based on the technical merits of the tax position. A tax position is recognized only when, based on management’s judgment regarding the application of income tax laws, it is more likely than not that the tax position will be sustained upon examination. The amount of benefit recognized for financial reporting purposes is based on management’s best judgment of the largest amount of benefit that is more likely than not to be realized on ultimate settlement with the taxing authority given the facts, circumstances and information available at the reporting date. The Company adjustsWe adjust the level of unrecognized tax benefits when there is new information available to assess the likelihood of the outcome.
The Company isWe are under continuous examination by the Internal Revenue Service (IRS) and tax authorities in other countries and states in which the Company haswe have significant business operations. The tax years under examination and open for examination vary by jurisdiction. In February 2017, the Company received notification that all matters outstanding withWe are currently under examination by the IRS for the 2017 and 2018 tax years 1997-2007 were resolved. The resolution of such matters did not have a material impact on the Company’s effective tax rate. The Company is currently under examination with the IRS for tax years 2008 through 2014.

years.




146

Table of Contents
The following table presents changes in unrecognized tax benefits:

(Millions)202020192018
Balance, January 1$726 $701 $821 
Increases:
Current year tax positions57 66 152 
Tax positions related to prior years105 78 47 
Effects of foreign currency translations0 10 
Decreases:
Tax positions related to prior years(24)(14)(74)
Settlements with tax authorities(a)
(15)(40)(192)
Lapse of statute of limitations(58)(75)(44)
Effects of foreign currency translations(1)(9)
Balance, December 31$790 $726 $701 
(Millions) 2017  2016  2015 
Balance, January 1 $974  $870  $909 
Increases:            
Current year tax positions  200   167   81 
Tax positions related to prior years  39   117   177 
Decreases:            
Tax positions related to prior years(a)
  (289)  (81)  (256)
Settlements with tax authorities  (77)  (76)  (15)
Lapse of statute of limitations  (26)  (22)  (26)
Effects of foreign currency translations     (1)   
Balance, December 31 $821  $974  $870 
(a)Decrease due to the resolution with the IRS of an uncertain tax position in January 2017, which resulted in the recognition of $289 million in AOCI.
(a)2018 included a settlement of the IRS examination for tax years 2008-2014 and the resolution of certain tax matters in various jurisdictions.
Included in the unrecognized tax benefits of $0.8 billion, $1.0$0.7 billion and $0.9$0.7 billion for December 31, 2017, 20162020, 2019 and 2015,2018, respectively, are approximately $723$580 million, $516$623 million and $502$599 million, respectively, that, if recognized, would favorably affect the effective tax rate in a future period.
The Company believesWe believe it is reasonably possible that itsour unrecognized tax benefits could decrease within the next 12 months by as much as $324$130 million, principally as a result of potential resolutions of prior years’ tax items with various taxing authorities. The prior years’ tax items include unrecognized tax benefits relating to the deductibility of certain expenses or losses and the attribution of taxable income to a particular jurisdiction or jurisdictions. Of the $324$130 million of unrecognized tax benefits, approximately $295$110 million relates to amounts that, if recognized, would impact the effective tax rate in a future period.
Interest and penalties relating to unrecognized tax benefits are reported in the income tax provision. For the year ended December 31, 2017 the Company recognized a benefit of approximately $90 million for interest2020 and penalties. For the years ended December 31, 2016 and 2015, the Company2019, we recognized approximately $9$260 million and $38$5 million, respectively, in expenses for interest and penalties. TheFor the year ended December 31, 2018, we recognized benefits of approximately $18 million, for interest expense benefit in 2017 includes approximately $56 million related to the resolution of an uncertain tax position with the IRS in January 2017, which had no net impact on the income tax provision.and penalties.
The CompanyWe had approximately $83$350 million and $173$70 million accrued for the payment of interest and penalties as of December 31, 20172020 and 2016,2019, respectively.
During the year ended December 31, 2017, the Company filed a request with the IRS for a change in the method of accounting for certain expenditures.  If approved, the Company will claim approximately $2.6 billion of additional tax deductions on its 2017 U.S. tax return and record a tax benefit of approximately $360 million. Such benefit has not yet been reported by the Company, as affirmative consent of the IRS is required to make the change.



129

147


Table of Contents


NOTE 2221

EARNINGS PER COMMON SHARE (EPS)


The computations of basic and diluted EPS for the years ended December 31 were as follows:

(Millions, except per share amounts)  
 2017  2016  2015 
Numerator:  
         
Basic and diluted:  
         
Net income  
 $2,736  $5,408  $5,163 
Preferred dividends  (81)  (80)  (62)
Net income available to common shareholders  2,655   5,328   5,101 
Earnings allocated to participating share awards(a)
  (21)  (43)  (38)
Net income attributable to common shareholders  
 $2,634  $5,285  $5,063 
Denominator:(a)
            
Basic: Weighted-average common stock  
  883   933   999 
Add: Weighted-average stock options(b)
  3   2   4 
Diluted  
  886   935   1,003 
             
Basic EPS  
 $2.98  $5.67  $5.07 
Diluted EPS $2.97  $5.65  $5.05 
(a)The Company’s unvested restricted stock awards, which include the right to receive non-forfeitable dividends or dividend equivalents, are considered participating securities. Calculations of EPS under the two-class method exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator.
(Millions, except per share amounts)  
202020192018
Numerator:  
Basic and diluted:  
Net income  
$3,135 $6,759 $6,921 
Preferred dividends(79)(81)(80)
Net income available to common shareholders3,056 6,678 6,841 
Earnings allocated to participating share awards(a)
(20)(47)(54)
Net income attributable to common shareholders  
$3,036 $6,631 $6,787 
Denominator:(a)
Basic: Weighted-average common stock  
805 828 856 
Add: Weighted-average stock options(b)
1 
Diluted  
806 830 859 
Basic EPS  
$3.77 $8.00 $7.93 
Diluted EPS$3.77 $7.99 $7.91 
(b)The dilutive effect of unexercised stock options excludes from the computation of EPS 0.6 million, 2.4 million and 0.5 million of options for the years ended December 31, 2017, 2016 and 2015, respectively, because inclusion of the options would have been anti-dilutive.
(a)Our unvested restricted stock awards, which include the right to receive non-forfeitable dividends or dividend equivalents, are considered participating securities. Calculations of EPS under the two-class method exclude from the numerator any dividends paid or owed on participating securities and any undistributed earnings considered to be attributable to participating securities. The related participating securities are similarly excluded from the denominator.
(b)The dilutive effect of unexercised stock options excludes from the computation of EPS 0.5 million, 0.2 million and 0.7 million of options for the years ended December 31, 2020, 2019 and 2018, respectively, because inclusion of the options would have been anti-dilutive.


NOTE 23


148

Table of Contents
NOTE 22
REGULATORY MATTERS AND CAPITAL ADEQUACY


The Company isWe are supervised and regulated by the Board of Governors of the Federal Reserve System (the Federal Reserve) and isare subject to the Federal Reserve’s requirements for risk-based capital and leverage ratios. The Company’s twoOur U.S. bank operating subsidiaries,subsidiary, American Express CenturionNational Bank (Centurion Bank) and American Express Bank, FSB (American Express Bank and together with Centurion Bank, the Banks)(AENB), areis subject to supervision and regulation, including similar regulatory capital and leverage requirements, by the Federal Deposit Insurance Corporation (FDIC) and the Office of the Comptroller of the Currency (OCC), respectively..
Under the risk-based capital guidelines of the Federal Reserve, the Company iswe are required to maintain minimum ratios of Common Equity Tier 1 (CET1),CET1, Tier 1 and Total (Tier 1 plus Tier 2) capital to risk-weighted assets, as well as a minimum Tier 1 leverage ratio (Tier 1 capital to average adjusted on-balance sheet assets).
Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional, discretionary actions by regulators, that, if undertaken, could have a direct material effect on the Company’s and the Banks’our operating activities.
As of December 31, 20172020 and 2016, the Company and the Banks2019, we met all capital requirements to which each waswe were subject and maintained regulatory capital ratios in excess of those required to qualify as well capitalized.


130

Table of Contents


The following table presents the regulatory capital ratios:
(Millions, except percentages)CET 1
capital
Tier 1 capitalTotal capitalCET 1 capital
ratio
Tier 1 capital
ratio
Total capital
ratio
Tier 1 leverage
ratio
December 31, 2020: (a)
American Express Company$18,693 $20,277 $22,385 13.5 %14.7 %16.2 %11.0 %
American Express National Bank$14,617 $14,617 $16,578 16.2 %16.2 %18.3 %10.9 %
December 31, 2019:(a)
American Express Company$18,056 $19,628 $22,213 10.7 %11.6 %13.2 %10.2 %
American Express National Bank$13,600 $13,600 $15,688 13.4 %13.4 %15.4 %11.1 %
Well-capitalized ratios(b)
American Express CompanyN/A6.0 %10.0 %N/A
American Express National Bank6.5 %8.0 %10.0 %5.0 %
Effective Minimum(c)
American Express Company7.0 %8.5 %10.5 %4.0 %
American Express National Bank7.0 %8.5 %10.5 %4.0 %
Minimum capital ratios(d)
4.5 %6.0 %8.0 %4.0 %
(a)Capital ratios reported using Basel III capital definitions and risk-weighted assets using the Basel III standardized approach.
(b)Represents requirements for bank holding companies and banking subsidiaries to be considered “well capitalized” pursuant to regulations issued under the Federal Reserve Regulation Y and the Federal Deposit Insurance Corporation Improvement Act, respectively. There is no CET1 capital ratio or Tier 1 leverage ratio requirement for a bank holding company to be considered “well capitalized.”
(c)Represents Basel III minimum capital requirement and applicable regulatory buffers as defined by the federal banking regulators, which includes the stress capital buffer for American Express Company and the Banks:capital conservation buffer for American Express National Bank.

(Millions, except percentages) 
CET 1
capital
  
Tier 1
capital
  
Total
capital
  
CET 1
Capital ratio
  
Tier 1
capital ratio
  Total capital ratio  Tier 1 leverage ratio  
December 31, 2017:(a)
                                
American Express Company $13,189  $14,721  $17,142   9.0%  10.1%  11.8%  8.6 %
American Express Centurion Bank  5,954   5,954   6,547   12.7   12.7   14.0   10.2  
American Express Bank, FSB  6,065   6,065   6,653   12.9   12.9   14.2   11.7  
December 31, 2016:(a)
                                       
American Express Company $16,134  $17,665  $19,893   12.3%  13.5%  15.2%  11.6 
American Express Centurion Bank  6,134   6,134   6,600   16.5   16.5   17.8   16.2  
American Express Bank, FSB  6,681   6,681   7,194   16.3   16.3   17.5   13.9  
                                         
Well-capitalized ratios(b)
              6.5%  8.0%  10.0%  5.0 
(c)
Basel III Standards 2017(d)
              5.8%  7.3%  9.3%  4.0 
(a)As a Basel III advanced approaches institution in parallel run, capital ratios are reported using Basel III capital definitions, inclusive of transition provisions, and risk-weighted assets using the Basel III standardized approach.
(b)As defined by the regulations issued by the Federal Reserve, OCC and FDIC for the year ended December 31, 2017.
(c)Represents requirements for banking subsidiaries to be considered “well-capitalized” pursuant to regulations issued under the Federal Deposit Insurance Corporation Improvement Act. There is no CET1 capital ratio or Tier 1 leverage ratio requirement for a bank holding company to be considered “well-capitalized.”
(d)Transitional Basel III minimum capital requirement and additional capital conservation buffer as defined by the Federal Reserve for calendar year 2017 for advanced approaches institutions. The additional capital conservation buffer does not apply to Tier 1 leverage ratio.

(d)As defined by the regulations issued by the Federal Reserve and OCC.
RESTRICTED NET ASSETS OF SUBSIDIARIES
Certain of the Company’sour subsidiaries are subject to restrictions on the transfer of net assets under debt agreements and regulatory requirements. These restrictions have not had any effect on the Company’sour shareholder dividend policy and management does not anticipate any impact in the future. Procedures exist to transfer net assets between the Company and its subsidiaries, while ensuring compliance with the various contractual and regulatory constraints. As of December 31, 2017,2020, the aggregate amount of net assets of subsidiaries that are restricted to be transferred to the Company was approximately $9.3$7.7 billion.




149


Table of Contents
BANK HOLDING COMPANY DIVIDEND RESTRICTIONS


The Company isWe are limited in itsour ability to pay dividends by the Federal Reserve, which could prohibit a dividend that would be considered an unsafe or unsound banking practice. It is the policy of the Federal Reserve that bank holding companies generally should pay dividends on preferred and common stock only out of net income available to common shareholders generated over the past year, and only if prospective earnings retention is consistent with the organization’s current and expected future capital needs, asset quality and overall financial condition. Moreover, bank holding companies are required by statute to be a source of strength to their insured depository institution subsidiaries and should not maintain dividend levels that undermine their ability to do so. On an annual basis, the Company iswe are required to develop and maintain a capital plan, which includes planned dividends over a two-year horizon. The CompanyWe may be limited in its ability to pay dividends if the Federal Reserve objects to its capital plan.
In addition, the Capital Rules include a capital conservation buffer which is being phased in from January 1, 2016 through January 1, 2019. The Capital Rules also include a countercyclical capital buffer, which is currently set at zero but which could be increased by the Federal Reserve in the future. These buffers can be satisfied only with CET1 capital. If the Company’s risk-based capital ratios were to fall below the applicable buffer levels, the Company would be subject to certainlimitations and restrictions on our dividends, stock repurchasesif, among other things, (i) our regulatory capital ratios do not satisfy applicable minimum requirements and otherbuffers or (ii) we are required to resubmit our capital distributions, as well as discretionary bonus payments to executive officers.plan.


BANKS’BANK DIVIDEND RESTRICTIONS
In the year ended December 31, 2017, Centurion Bank and American Express Bank2020, AENB paid dividends from retained earnings to theirits parent of $1.9 billion and $2.6 billion, respectively.
The Banks are$4.5 billion. AENB is limited in theirits ability to pay dividends by banking statutes, regulations and supervisory policy. In general, applicable federal and state banking laws prohibit, without first obtaining regulatory approval, insured depository institutions, such as Centurion Bank and American Express BankAENB, from making dividend distributions if such distributions are not paid out of available retained earnings or would cause the institution to fail to meet capital adequacy standards. The Banks must maintain a capital conservation buffer (and countercyclical buffer if in effect). If the Banks’AENB’s risk-based capital ratios do not satisfy minimum regulatory requirements plus the combined capital conservation buffer (and the countercyclical capital buffer, if applicable), theyand applicable buffers, it will face graduated constraints on dividends and other capital distributions based on the amount of the shortfall.distributions. As of December 31, 2017, the Banks’ aggregate2020, AENB's retained earnings available for the payment of dividends was $3.8$6.9 billion. In determining the dividends to pay theirits parent, the BanksAENB must also consider the effects on applicable risk-based capital and leverage ratio requirements, as well as policy statements of the federal regulatory agencies. In addition, the Banks’AENB's banking regulators have authority to limit or prohibit the payment of a dividend by the BanksAENB under a number of circumstances, including if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound banking practice in light of the financial condition of the banking organization.




150


NOTE 2423

SIGNIFICANT CREDIT CONCENTRATIONS


Concentrations of credit risk exist when changes in economic, industry or geographic factors similarly affect groups of counterparties whose aggregate credit exposure is material in relation to American Express’ total credit exposure. The Company’sOur customers operate in diverse industries, economic sectors and geographic regions.


The following table details the Company’sour maximum credit exposure of the on-balance sheet assets by category as of December 31:

(Billions) 2017  2016 
On-balance sheet:      
Individuals(a)
 $112  $98 
Institutions(b)
  20   18 
Financial Services(c)
  35   28 
U.S. Government and agencies(d)
  3   3 
Total on-balance sheet  170   147 
(a)Primarily reflects loans and receivables from global consumer and small business Card Members, which are governed by individual credit risk management.
(Billions)20202019
Individuals(a)
$108 $131 
Financial Services(b)
34 26 
U.S. Government and agencies(c)
22 
Institutions(d)
13 20 
Total on-balance sheet$177 $185 
(b)Primarily reflects loans and receivables from global corporate Card Members, which are governed by institutional credit risk management.
(a)Primarily reflects loans and receivables from global consumer and small business Card Members, which are governed by individual credit risk management.
(c)Represents banks, broker-dealers, insurance companies and savings and loan associations.
(b)Represents banks, broker-dealers, insurance companies and savings and loan associations.
(d)Represent debt obligations of the U.S. Government and its agencies, states and municipalities and government-sponsored entities.
(c)Represent debt obligations of the U.S. Government and its agencies, states and municipalities and government-sponsored entities.

(d)Primarily reflects loans and receivables from global corporate Card Members, which are governed by institutional credit risk management.
As of December 31, 20172020 and 2016, the Company’s2019, our most significant concentration of credit risk was with individuals, including Card Member loans and receivables. These amounts are generally advanced on an unsecured basis. However, the Company reviewswe review each potential customer’s credit application and evaluatesevaluate the applicant’s financial history and ability and willingness to repay. The CompanyWe also considersconsider credit performance by customer tenure, industry and geographic location in managing credit exposure.
The following table details the Company’sour Card Member loans and receivables exposure (including unused lines-of-credit available to Card Members as part of established lending product agreements) in the United States and outside the United States as of December 31:
(Billions) 2017  2016 
On-balance sheet:      
U.S. $102  $93 
Non-U.S.  25   20 
On-balance sheet  127   113 
Unused lines-of-credit:(a)
        
U.S.  224   203 
Non-U.S.  49   39 
Total unused lines-of-credit $273  $242 
(a)Total unused credit available to Card Members does not represent potential future cash requirements, as a significant portion of this unused credit will likely not be drawn. Because the Company’s charge card products generally have no preset spending limit, the associated credit limit on charge products is not quantifiable, and therefore is not reflected in unused credit available to Card Members.
(Billions)20202019
On-balance sheet:
U.S.$95 $115 
Non-U.S.22 30 
On-balance sheet117 145 
Unused lines-of-credit:(a)
U.S.251 245 
Non-U.S.63 61 
Total unused lines-of-credit$314 $306 


(a)Total unused credit available to Card Members does not represent potential future cash requirements, as a significant portion of this unused credit will likely not be drawn. Our charge card products generally have no pre-set spending limit, and therefore are not reflected in unused credit available to Card Members.
132




151

Table of Contents

NOTE 2524
REPORTABLE OPERATING SEGMENTS AND GEOGRAPHIC OPERATIONS
REPORTABLE OPERATING SEGMENTS
The Company is a global services company that is principally engaged in businesses comprising four reportable operating segments: USCS, ICNS, GCS and GMS.
The Company considersWe consider a combination of factors when evaluating the composition of itsour reportable operating segments, including the results reviewed by the chief operating decision maker, economic characteristics, products and services offered, classes of customers, product distribution channels, geographic considerations (primarily United States versus outside the United States), and regulatory environment considerations.
The following is a brief description of the primary business activities of the Company’s fourour three reportable operating segments:
USCS issues a wide range of proprietary consumer cards and provides services to consumers in the United States, including travel services.
Global Consumer Services Group (GCSG) primarily issues a wide range of proprietary consumer cards globally. GCSG also provides services to consumers, including travel and lifestyle services and non-card financing products, and manages certain international joint ventures and our partnership agreements in China.
ICNS issues a wide range of proprietary consumer cards outside the United States and enters into partnership agreements with third-party card issuers and acquirers, licensing the American Express brand and extending the reach of the global network. It also provides travel services outside the United States.
Global Commercial Services (GCS) primarily issues a wide range of proprietary corporate and small business cards. In addition, GCS provides payment, expense management, and commercial financing products.
GCS issues a wide range of proprietary corporate and small business cards and provides payment and expense management services globally. In addition, GCS provides commercial financing products.
GMS operates a global payments network that processes and settles proprietary and non-proprietary card transactions. GMS acquires merchants and provides multi-channel marketing programs and capabilities, services and data analytics, leveraging the Company’s global integrated network. GMS also operates loyalty coalition businesses in certain countries around the world.
Global Merchant and Network Services (GMNS) operates a global payments network that processes and settles card transactions, acquires merchants and provides multi-channel marketing programs and capabilities, services and data analytics, leveraging our global integrated network. GMNS manages our partnership relationships with third-party card issuers, merchant acquirers and a prepaid reloadable and gift card program manager, licensing the American Express brand and extending the reach of the global network. GMNS also manages loyalty coalition businesses.
Corporate functions and certain other businesses and operations are included in Corporate & Other.
Effective for the first quarter of 2020, we made certain enhancements to our transfer pricing methodology related to the sharing of revenues between our card issuing, network and merchant businesses, and our methodology related to the allocation of certain funding costs primarily related to our Card Member loan and Card Member receivable portfolios. These enhancements resulted in certain changes to Non-interest revenues, Interest expense and operating expenses across our reportable operating segments and geographic regions. Prior period amounts have been revised to conform to the current period presentation. These changes had no impact on our Consolidated Results of Operations.
133




152

The following table presents certain selected financial information for the Company’sour reportable operating segments and Corporate & Other as of or for the years ended December 31, 2017, 20162020, 2019 and 2015:2018:

(Millions, except where indicated) USCS  ICNS  GCS  GMS  Corporate & Other(a)  Consolidated 
2017                  
Non-interest revenues $7,923  $5,052  $9,463  $4,333  $259  $27,030 
Interest income  5,755   1,029   1,361   1   407   8,553 
Interest expense  742   251   540   (262)  841   2,112 
Total revenues net of interest expense  12,936   5,830   10,284   4,596   (175)  33,471 
Total provisions  1,630   367   744   15   3   2,759 
Pretax income (loss) from continuing operations  2,803   1,093   2,999   2,389   (1,870)  7,414 
Income tax provision (benefit)  912   181   972   815   1,798   4,678 
Net income (loss)  1,891   912   2,027   1,574   (3,668)  2,736 
Total assets (billions)
 $94  $39  $53  $29  $(34) $181 
2016                        
Non-interest revenues $7,874  $4,785  $9,007  $4,235  $447  $26,348 
Interest income  5,082   922   1,209   1   261   7,475 
Interest expense  536   219   401   (237)  785   1,704 
Total revenues net of interest expense  12,420   5,488   9,815   4,473   (77)  32,119 
Total provisions (b)
  1,065   325   604   25   7   2,026 
Pretax income (loss) from continuing operations  3,881   818   2,945   2,295   (1,843)  8,096 
Income tax provision (benefit)  1,368   163   1,036   837   (716)  2,688 
Net income (loss)  2,513   655   1,909   1,458   (1,127)  5,408 
Total assets (billions)
 $87  $36  $47  $24  $(35) $159 
2015                        
Non-interest revenues $8,479  $4,627  $8,930  $4,471  $389  $26,896 
Interest income  5,198   945   1,175   1   226   7,545 
Interest expense  488   235   365   (211)  746   1,623 
Total revenues net of interest expense  13,189   5,337   9,740   4,683   (131)  32,818 
Total provisions (b)
  1,064   300   588   31   5   1,988 
Pretax income (loss) from continuing operations  3,677   904   3,164   2,381   (2,188)  7,938 
Income tax provision (benefit)  1,322   220   1,142   882   (791)  2,775 
Net income (loss)  2,355   684   2,022   1,499   (1,397)  5,163 
Total assets (billions)
 $93  $35  $45  $24  $(36) $161 
(a)Corporate & Other includes adjustments and eliminations for intersegment activity.
(Millions, except where indicated)GCSGGCSGMNS
Corporate & Other(a)
Consolidated
2020
Total non-interest revenues$14,178 $9,652 $4,595 $(323)$28,102 
Revenue from contracts with customers(b)
9,536 8,145 4,320 (27)21,974 
Interest income8,199 1,586 18 280 10,083 
Interest expense1,051 619 (80)508 2,098 
Total revenues net of interest expense21,326 10,619 4,693 (551)36,087 
Net income (loss)2,701 736 954 (1,256)3,135 
Total assets (billions)
$87 $42 $14 $48 $191 
2019
Total non-interest revenues$16,702 $12,242 $5,903 $89 $34,936 
Revenue from contracts with customers(b)
12,097 10,633 5,424 28,159 
Interest income9,413 1,900 28 743 12,084 
Interest expense1,730 1,034 (303)1,003 3,464 
Total revenues net of interest expense24,385 13,108 6,234 (171)43,556 
Net income (loss)3,807 2,191 2,132 (1,371)6,759 
Total assets (billions)
$106 $53 $18 $21 $198 
2018
Total non-interest revenues$15,357 $11,481 $5,790 $47 $32,675 
Revenue from contracts with customers(b)
11,264 10,019 5,312 12 26,607 
Interest income8,323 1,621 30 632 10,606 
Interest expense1,448 898 (244)841 2,943 
Total revenues net of interest expense22,232 12,204 6,064 (162)40,338 
Net income (loss)3,615 2,012 1,910 (616)6,921 
Total assets (billions)
$102 $51 $16 $20 $189 
(b)Beginning December 1, 2015 through to the sale completion dates, in the USCS and GCS segments, total provisions did not include credit costs related to Card Member loans and receivables HFS, which were reported in Other expenses through a valuation allowance adjustment.
(a)Corporate & Other includes adjustments and eliminations for intersegment activity.

(b)Includes discount revenue, certain other fees and commissions and other revenues from customers.
Total Revenues Net of Interest Expense


The Company allocatesWe allocate discount revenue and certain other revenues among segments using a transfer pricing methodology. Within the USCS, ICNSGCSG and GCS segments, discount revenue generally reflects the issuer component of the overall discount revenue generated by each segment’s Card Members; within the GMSGMNS segment, discount revenue generally reflects the network and acquirer component of the overall discount revenue.
Net card fees and Otherother fees and commissions are directly attributable to the segment in which they are reported.
Interest and fees on loans and certain investment income is directly attributable to the segment in which it is reported. Interest expense represents an allocated funding cost based on a combination of segment funding requirements and internal funding rates.


Provisions for Credit Losses


The provisions for credit losses are directly attributable to the segment in which they are reported.


Expenses


Marketing and promotion expenses arebusiness development expense is included in each segment based on the actual expenses incurred. Global brand advertising is primarily reflected in Corporate & Other and may be allocated to the segmentsegments based on the actual expense incurred.relative levels of revenue. Rewards and Card Member services expenses are included in each segment based on the actual expenses incurred within the segment.incurred.
Salaries and employee benefits and other operating expenses includes expenses such as professional services, occupancy and equipment and communicationsreflect both costs incurred directly within each segment. In addition,segment, as well as allocated expenses. The allocated expenses related to support services, such as technologyinclude service costs are allocated to each segment primarily based on support service activities directly attributable to the segment. Othersegment, and overhead expenses such as staff group support functions, are allocated from Corporate & Other to the other segments based on a mixthe relative levels of each segment’s direct consumption of servicesrevenue and relative level of pretax income.Card Member loans and receivables.





134
153

Table of Contents

Income Taxes


An income tax provision (benefit) is allocated to each businessreportable operating segment based on the effective tax rates applicable to various businesses that comprise the segment.

GEOGRAPHIC OPERATIONS


The following table presents the Company’sour total revenues net of interest expense and pretax income (loss) from continuing operations in different geographic regions based, in part, upon internal allocations, which necessarily involve management’s judgment:

(Millions) United States  EMEA(a)  JAPA(a)  LACC(a)  Other Unallocated(b)  Consolidated 
2017                  
Total revenues net of interest expense $24,737  $3,583  $3,204  $2,396  $(449) $33,471 
Pretax income (loss) from continuing operations  7,071   898   602   610   (1,767)  7,414 
2016                        
Total revenues net of interest expense $24,133  $3,248  $3,052  $2,274  $(588) $32,119 
Pretax income (loss) from continuing operations  8,202   482   559   597   (1,744)  8,096 
2015                        
Total revenues net of interest expense $24,927  $3,293  $2,791  $2,412  $(605) $32,818 
Pretax income (loss) from continuing operations  7,500   544   587   693   (1,386)  7,938 
(a)EMEA represents Europe, the Middle East and Africa; JAPA represents Japan, Asia/Pacific and Australia; and LACC represents Latin America, Canada and the Caribbean.
(Millions)United States
EMEA(a)
APAC(a)
LACC(a)
Other Unallocated(b)
Consolidated
2020
Total revenues net of interest expense$28,263 $3,087 $3,271 $2,019 $(553)$36,087 
Pretax income (loss) from continuing operations4,418 398 665 452 (1,638)4,296 
2019
Total revenues net of interest expense$32,629 $4,388 $3,934 $2,776 $(171)$43,556 
Pretax income (loss) from continuing operations7,302 1,177 853 884 (1,787)8,429 
2018
Total revenues net of interest expense$29,886 $4,348 $3,690 $2,576 $(162)$40,338 
Pretax income (loss) from continuing operations6,686 1,163 792 787 (1,306)8,122 
(b)Other Unallocated includes net costs which are not directly allocable to specific geographic regions, including costs related to the net negative interest spread on excess liquidity funding and executive office operations expenses.
(a)EMEA represents Europe, the Middle East and Africa; APAC represents Asia Pacific, Australia and New Zealand; and LACC represents Latin America, Canada and the Caribbean.
(b)Other Unallocated includes net costs which are not directly allocated to specific geographic regions, including costs related to the net negative interest spread on excess liquidity funding and executive office operations expenses.

135


154


Table of Contents

NOTE 26


25
PARENT COMPANY
PARENT COMPANY – CONDENSED STATEMENTS OF INCOME

Years Ended December 31 (Millions)
 2017  2016  2015 
Revenues         
Non-interest revenues         
Other  358   391   400 
Total non-interest revenues  358   391   400 
Interest income  258   196   172 
Interest expense  493   515   526 
Total revenues net of interest expense  123   72   46 
Expenses            
Salaries and employee benefits  362   388   341 
Other  553   510   443 
Total expenses  915   898   784 
Pretax loss  (792)  (826)  (738)
Income tax benefit  (354)  (327)  (268)
Net loss before equity in net income of subsidiaries and affiliates  (438)  (499)  (470)
Equity in net income of subsidiaries and affiliates  3,174   5,907   5,633 
Net income $2,736  $5,408  $5,163 

Years Ended December 31 (Millions)
202020192018
Revenues
Non-interest revenues
Other$480 $598 $426 
Total non-interest revenues480 598 426 
Interest income228 692 422 
Interest expense630 902 615 
Total revenues net of interest expense78 388 233 
Expenses
Salaries and employee benefits333 366 336 
Other562 816 607 
Total expenses895 1,182 943 
Pretax loss(817)(794)(710)
Income tax benefit(236)(282)(179)
Net loss before equity in net income of subsidiaries and affiliates(581)(512)(531)
Equity in net income of subsidiaries and affiliates3,716 7,271 7,452 
Net income$3,135 $6,759 $6,921 




155

Table of Contents
PARENT COMPANY – CONDENSED BALANCE SHEETS

As of December 31 (Millions)
 2017  2016 
Assets      
Cash and cash equivalents $4,726  $5,229 
Investment securities  1   1 
Equity in net assets of subsidiaries and affiliates  18,191   20,522 
Accounts receivable, less reserves  103   513 
Premises and equipment, less accumulated depreciation: 2017, $9; 2016, $96  5   30 
Loans to subsidiaries and affiliates  11,664   7,620 
Due from subsidiaries and affiliates  1,962   867 
Other assets  252   277 
Total assets  36,904   35,059 
Liabilities and Shareholders’ Equity        
Liabilities        
Accounts payable and other liabilities  3,076   1,531 
Due to subsidiaries and affiliates  175   619 
Short-term debt of subsidiaries and affiliates  2,731   4,044 
Long-term debt  12,695   8,364 
Total liabilities  18,677   14,558 
Shareholders’ Equity        
Preferred Shares      
Common shares  172   181 
Additional paid-in capital  12,210   12,733 
Retained earnings  8,273   10,371 
Accumulated other comprehensive loss  (2,428)  (2,784)
Total shareholders’ equity  18,227   20,501 
Total liabilities and shareholders’ equity $36,904  $35,059 
As of December 31 (Millions)
20202019
Assets  
Cash and cash equivalents$10,968 $4,430 
Equity in net assets of subsidiaries and affiliates23,306 23,165 
Loans to subsidiaries and affiliates15,887 22,350 
Due from subsidiaries and affiliates1,084 1,168 
Other assets164 223 
Total assets51,409 51,336 
Liabilities and Shareholders’ Equity
Liabilities
Accounts payable and other liabilities1,743 2,197 
Due to subsidiaries and affiliates1,100 609 
Debt with subsidiaries and affiliates2,772 1,091 
Long-term debt22,810 24,368 
Total liabilities28,425 28,265 
Shareholders’ Equity
Total shareholders’ equity22,984 23,071 
Total liabilities and shareholders’ equity$51,409 $51,336 
136




156

Table of Contents


PARENT COMPANY – CONDENSED STATEMENTS OF CASH FLOWS

Years Ended December 31 (Millions)
202020192018
Cash Flows from Operating Activities
Net income$3,135 $6,759 $6,921 
Adjustments to reconcile net income to cash provided by operating activities:
Equity in net income of subsidiaries and affiliates(3,716)(7,271)(7,452)
Dividends received from subsidiaries and affiliates2,679 6,370 3,222 
Other operating activities, primarily with subsidiaries and affiliates732 1,315 (257)
Net cash provided by operating activities2,830 7,173 2,434 
Cash Flows from Investing Activities
Maturities and redemptions of investment securities0 
Decrease (increase) in loans to subsidiaries and affiliates11,434 (4,405)(6,281)
Investments in subsidiaries and affiliates(52)(15)(30)
Other investing activities74 82 
Net cash provided by (used in) investing activities11,456 (4,337)(6,311)
Cash Flows from Financing Activities
Proceeds from long-term debt0 6,469 9,350 
Payments of long-term debt(2,000)(641)(3,850)
Net decrease in short-term debt from subsidiaries and affiliates(3,289)(1,500)(140)
Issuance of American Express common shares44 86 87 
Repurchase of American Express common shares and other(1,029)(4,685)(1,685)
Dividends paid(1,474)(1,422)(1,324)
Net cash (used in) provided by financing activities(7,748)(1,693)2,438 
Net increase (decrease) in cash and cash equivalents6,538 1,143 (1,439)
Cash and cash equivalents at beginning of year4,430 3,287 4,726 
Cash and cash equivalents at end of year$10,968 $4,430 $3,287 

Years Ended December 31 (Millions)
 2017  2016  2015 
Cash Flows from Operating Activities         
Net income $2,736  $5,408  $5,163 
Adjustments to reconcile net income to cash provided by operating activities:            
Equity in net income of subsidiaries and affiliates  (3,174)  (5,903)  (5,633)
Dividends received from subsidiaries and affiliates  5,755   4,999   5,331 
Other operating activities, primarily with subsidiaries and affiliates  659   (102)  332 
Net cash provided by operating activities  5,976   4,402   5,193 
Cash Flows from Investing Activities            
Purchase of investments        (3.00)
Purchase of premises and equipment     (1)  (29)
Loans to subsidiaries and affiliates  (4,044)  4,142   (3,952)
Investments in subsidiaries and affiliates     (25)   
Net cash provided by (used in) investing activities  (4,044)  4,116   (3,984)
Cash Flows from Financing Activities            
Proceeds from long-term debt  5,900       
Payments on long-term debt  (1,500)  (1,350)   
Short-term debt of subsidiaries and affiliates  (1,313)  (2,879)  986 
Issuance  of American Express preferred shares        841 
Issuance of American Express common shares and other  129   176   192 
Repurchase of American Express common shares  (4,400)  (4,430)  (4,480)
Dividends paid  (1,251)  (1,206)  (1,172)
Net cash (used in) provided by financing activities  (2,435)  (9,689)  (3,633)
Net  (decrease) increase in cash and cash equivalents  (503)  (1,171)  (2,424)
Cash and cash equivalents at beginning of year  5,229   6,400   8,824 
Cash and cash equivalents at end of year $4,726  $5,229  $6,400 
Supplemental cash flow information
Years Ended December 31 (Millions)
202020192018
Non-Cash Investing Activities
Loans to subsidiaries and affiliates$(4,971)$$
Non-Cash Financing Activities
Short-term debts from subsidiaries and affiliates$4,971 $$

137




157

Table of Contents

NOTE 26
NOTE 27

QUARTERLY FINANCIAL DATA (UNAUDITED)

(Millions, except per share amounts) 2017  2016 
Quarters Ended  12/31   9/30   6/30   3/31   12/31   9/30   6/30   3/31 
Total revenues net of interest expense $8,839  $8,436  $8,307  $7,889  $8,022  $7,774  $8,235  $8,088 
Pretax income  1,821   1,827   1,949   1,817   1,161   1,735   3,016   2,184 
Net income (loss)  (1,197)  1,356   1,340   1,237   825   1,142   2,015   1,426 
Earnings Per Common Share — Basic:                                
Net income attributable to common shareholders(a)
 $(1.41) $1.51  $1.47  $1.34  $0.88  $1.21  $2.11  $1.45 
Earnings Per Common Share — Diluted:                                
Net income attributable to common shareholders(a)
  (1.41)  1.50   1.47   1.34   0.88   1.20   2.10   1.45 
Cash dividends declared per common share  0.35   0.35   0.32   0.32   0.32   0.32   0.29   0.29 
Common share price:                                
High  100.53   90.77   85.39   82.00   75.74   66.71   67.34   68.18 
Low $90.04  $83.33  $75.51  $74.74  $59.50  $58.25  $57.15  $50.27 
(a)Represents net income, less (i) earnings allocated to participating share awards of $2 million, $11 million,  $11 million and $10 million for the quarters ended December 31, September 30, June 30 and March 31, 2017, respectively, and  $6 million, $9 million, $17 million and $11 million for the quarters ended December 31, September 30, June 30 and March 31, 2016, respectively, and (ii) dividends on preferred shares of $20 million, $21 million, $19 million and  $21 million for the quarters ended December 31, September 30, June 30 and March 31, 2017, respectively, and $19 million, $21 million, $19 million and $21 million for the quarters ended December 31, September 30, June 30 and March 31, 2016, respectively.
(Millions, except per share amounts)20202019
Quarters Ended12/319/306/303/3112/319/306/303/31
Total revenues net of interest expense$9,351 $8,751 $7,675 $10,310 $11,365 $10,989 $10,838 $10,364 
Pretax income1,858 1,364 622 452 1,986 2,266 2,219 1,958 
Net income1,438 1,073 257 367 1,693 1,755 1,761 1,550 
Earnings Per Common Share — Basic:
Net income attributable to common shareholders(a)
1.76 1.31 0.29 0.41 2.04 2.09 2.07 1.81 
Earnings Per Common Share — Diluted:
Net income attributable to common shareholders(a)
1.76 1.30 0.29 0.41 2.03 2.08 2.07 1.80 
Cash dividends declared per common share$0.43 $0.43 $0.43 $0.43 $0.43 $0.43 $0.39 $0.39 
138

(a)Represents net income, less (i) earnings allocated to participating share awards of $9 million, $7 million, $2 million and $2 million for the quarters ended December 31, September 30, June 30 and March 31, 2020, respectively, and $12 million, $11 million, $13 million and $11 million for the quarters ended December 31, September 30, June 30 and March 31, 2019, respectively, and (ii) dividends on preferred shares of $14 million, $16 million, $17 million and $32 million for the quarters ended December 31, September 30, June 30 and March 31, 2020, respectively, and $20 million, $21 million, $19 million and $21 million for the quarters ended December 31, September 30, June 30 and March 31, 2019, respectively.




158

Table of Contents

ITEM 9.
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
ITEM 9A.    CONTROLS AND PROCEDURES
The Company’sOur management, with the participation of the Company’sour Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’sour disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Report.report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’sour disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our principal executive officerChief Executive Officer and principal financial officer,Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
There have not been any changes in the Company’sour internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.
“Management’s Report on Internal Control over Financial Reporting,” which sets forth management’s evaluation of internal control over financial reporting, and the “Report of Independent Registered Public Accounting Firm” on the effectiveness of the Company’sour internal control over financial reporting as of December 31, 20172020 are set forth in “Financial Statements and Supplementary Data.”
ITEM 9B.
OTHER INFORMATION
On January 22, 2018, the Compensation and Benefits Committee of our Board of Directors approved certain arrangements for Kenneth Chenault, our recently retired Chairman and Chief Executive Officer.ITEM 9B.    OTHER INFORMATION
We have agreed to provide an annual stipend of $300,000 per year to Mr. Chenault for office space with administrative support for use after retirement (consistent with past practice for retiring chief executive officers) for a period of nine years (the year Mr. Chenault turns age 75), with an additional one-time set-up payment of $500,000 plus appropriate office hardware on a one-time basis. We have also agreed to provide Mr. Chenault with a driver for ground transportation security for one year.
Consistent with prior arrangements with Mr. Chenault, on February 13, 2018, Stephen J. Squeri, our Chairman and Chief Executive Officer, entered into a Time Sharing Agreement with American Express Travel Related Services Company, Inc. (TRS) providing for Mr. Squeri’s reimbursement of TRS for incremental costs in excess of $200,000 per year for his personal travel using our corporate aircraft, which our security policy requires him to use for all travel purposes.  This summary is qualified in its entirety by the terms of the Time Sharing Agreement, a copy of which is filed as an exhibit to this report and incorporated herein by reference.

On February 14, 2018, the Compensation and Benefits Committee of our Board of Directors approved an increase to the annual base salary (effective February 16, 2018) of Douglas E. Buckminster in connection with Mr. Buckminster’s promotion to Group President, Global Consumer Services. Mr. Buckminster’s base salary has been increased from $750,000 per annum to $900,000 per annum. In addition, Mr. Buckminster will be eligible to earn an annual cash incentive award of $2.9 million and annual long-term incentive awards consisting of cash, restricted stock units and stock options with a value of $4.3 million.
Not applicable.





159
139


Table of Contents



PART III


ITEMS 10, 11, 12 and 13.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; EXECUTIVE COMPENSATION; SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We expect to file with the SEC in March 20182021 (and, in any event, not later than 120 days after the close of our last fiscal year), a definitive proxy statement, pursuant to SEC Regulation 14A in connection with our Annual Meeting of Shareholders to be held May 7, 2018,4, 2021, which involves the election of directors. The following information to be included in such proxy statement is incorporated herein by reference:
·
Information included under the caption “Corporate Governance at American Express — Our Board’s Independence”
Information included under the caption “Corporate Governance at American Express — Our Corporate Governance Framework — Our Board’s Independence”
·
Information included under the caption “Corporate Governance at American Express —Board Committees — Board Committee Responsibilities”
Information included under the caption “Corporate Governance at American Express — Our Board Committees — Board Committee Responsibilities”
·
Information included under the caption “Proxy Summary and Voting Roadmap – Item 1 Election of Directors For a Term of One Year – Director Attendance”
Information included under the caption “Corporate Governance at American Express — Our Corporate Governance Framework — Director Attendance”
·
Information included under the caption “Corporate Governance at American Express —Compensation of Directors”
Information included under the caption “Corporate Governance at American Express — Compensation of Directors”
·
Information included under the caption “Stock Ownership Information”
Information included under the caption “Stock Ownership Information”
·
Information included under the caption “Corporate Governance at American Express  — Item 1 — Election of Directors for a Term of One Year”
Information included under the caption “Corporate Governance at American Express — Item 1 — Election of Directors for a Term of One Year”
·
Information included under the caption “Executive Compensation”
Information included under the caption “Executive Compensation”
·
Information under the caption “Corporate Governance at American Express  — Certain Relationships and Transactions”
·Information under the caption “Stock Ownership Information — Section 16(a) Beneficial Ownership Reporting Compliance”
Information under the caption “Corporate Governance at American Express — Certain Relationships and Transactions”
In addition, the information regarding executive officers called for by Item 401(b) of Regulation S-K may be found under the caption “Executive Officers of the Company”“Information About Our Executive Officers” in this Report.
We have adopted a set of Corporate Governance Principles, which together with the charters of the sixfour standing committees of the Board of Directors (Audit and Compliance; Compensation and Benefits; InnovationNominating, Governance and Technology; Nominating and Governance; Public Responsibility; and Risk), our Code of Conduct (which constitutes our code of ethics) and the Code of Business Conduct for the Members of the Board of Directors, provide the framework for our governance. A complete copy of our Corporate Governance Principles, the charters of each of the Board committees, the Code of Conduct (which applies not only to our Chief Executive Officer, Chief Financial Officer and Controller, but also to all our other employees)colleagues) and the Code of Business Conduct for the Members of the Board of Directors may be found by clicking on the “Corporate Governance” link found on our Investor Relations website at http://ir.americanexpress.com. We also intend to disclose any amendments to our Code of Conduct, or waivers of our Code of Conduct on behalf of our Chief Executive Officer, Chief Financial Officer or Controller, on our website. You may also access our Investor Relations website through our main website at www.americanexpress.com by clicking on the “About American Express”“Investor Relations” link, which is located at the bottom of the Company’s homepage. (Information from such sites is not incorporated by reference into this Report.report.) You may also obtain free copies of these materials by writing to our Corporate Secretary at our headquarters.
ITEM 14.
PRINCIPAL ACCOUNTING



160

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the heading “Item 2 — Ratification of Appointment of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP Fees and Services,” which will appear in our definitive proxy statement in connection with our Annual Meeting of Shareholders to be held May 7, 2018,4, 2021, is incorporated herein by reference.




PART IV


ITEM 15.
EXHIBITS,ITEM 15.    EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)
1.
Financial Statements:
1.    Financial Statements:
See the “Index to Consolidated Financial Statements” under “Financial Statements and Supplementary Data.”
2.
Financial Statement Schedules:
2.     Financial Statement Schedules:
All schedules are omitted since the required information is either not applicable, not deemed material, or shown in the Consolidated Financial Statements.
3. Exhibits:
The following exhibits are filed as part of this report. The exhibit numbers preceded by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference. Exhibits numbered 10.1 through 10.41 are management contracts or compensatory plans or arrangements.




162


3.
3.1
3.2
4.1The instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the SEC upon request.
*4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8American Express Company Retirement Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1988).
10.9
10.10American Express Key Executive Life Insurance Plan, as amended (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K (Commission File No. 1-7657) for the fiscal year ended December 31, 1991).



163

10.11
10.12
10.13
10.14American Express Key Employee Charitable Award Program for Education (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1990).
10.15American Express Directors' Charitable Award Program (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1990).
10.16American Express Company Salary/Bonus Deferral Plan (incorporated by reference to Exhibit 10.20 of the Company's Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1988).
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24



164

10.25
10.26
10.27
10.28
10.29
10.30
 
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
The list



165


ITEM 16.
10.39
10.40
10.41
10.42
10.43
10.44
10.45
*10.46
*21
*23
*31.1
*31.2
*32.1
*32.2
*101.INSXBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
*101.SCHXBRL Taxonomy Extension Schema Document
*101.CALXBRL Taxonomy Extension Calculation Linkbase Document



166

*101.LABXBRL Taxonomy Extension Label Linkbase Document
*101.PREXBRL Taxonomy Extension Presentation Linkbase Document
*101.DEFXBRL Taxonomy Extension Definition Linkbase Document
*104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)




167

ITEM 16.    FORM 10-K SUMMARY
Not applicable.





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN EXPRESS COMPANY
/s/ JEFFREY C. CAMPBELL
Jeffrey C. Campbell
Executive Vice President and

Chief Financial Officer

February 16, 201812, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.
/s/ STEPHEN J. SQUERI
/s/ ANNE LAUVERGEON
MICHAEL O. LEAVITT
Stephen J. Squeri

Chairman, Chief Executive Officer and Director
Anne Lauvergeon
Michael O. Leavitt
Director
/s/ JEFFREY C. CAMPBELL
/s/ MICHAEL O. LEAVITT
Jeffrey C. Campbell
Executive Vice President and Chief Financial Officer
Michael O. Leavitt
Director
/s/ LINDA ZUKAUCKAS
/s/ THEODORE J. LEONSIS
Linda Zukauckas
Jeffrey C. Campbell
Chief Financial Officer
Theodore J. Leonsis
Director
/s/ JESSICA LIEBERMAN QUINN/s/ KAREN L. PARKHILL
Jessica Lieberman Quinn
Executive Vice President and Corporate Controller
Theodore J. Leonsis
Director

(Principal Accounting Officer)
Karen L. Parkhill
Director
/s/ THOMAS J. BALTIMORE, JR./s/ CHARLES E. PHILLIPS, JR.
Thomas J. Baltimore, Jr.
Director
Charles E. Phillips, Jr.
Director
Director
/s/ CHARLENE BARSHEFSKY
/s/ RICHARD C. LEVIN
LYNN A. PIKE
Charlene Barshefsky

Director
Richard C. Levin
Lynn A. Pike
Director
/s/ JOHN J. BRENNAN
/s/ SAMUEL J. PALMISANO
John J. Brennan
Director
Samuel J. Palmisano
Director
/s/ URSULA M. BURNS
/s/ DANIEL L. VASELLA
Ursula M. Burns
John J. Brennan
Director
Daniel L. Vasella

Director
/s/ PETER CHERNIN
/s/ ROBERT D. WALTER
RONALD A. WILLIAMS
Peter Chernin

Director
Robert D. Walter
Ronald A. Williams
Director
/s/ RALPH DE LA VEGA
/s/ RONALD A. WILLIAMS
CHRISTOPHER D. YOUNG
Ralph de la Vega

Director
Ronald A. Williams
Christopher D. Young
Director
/s/ ANNE LAUVERGEON
Anne Lauvergeon
Director
February 16, 201812, 2021



169

142

Appendix

GUIDE 3 – STATISTICAL DISCLOSURE BY BANK HOLDING COMPANIES

The accompanying supplemental information should be read in conjunction with the “MD&A”, “Consolidated Financial Statements” and notes thereto. The disclosures presented are excluding amounts associated with Card Member loans and receivables HFS, unless otherwise indicated. Refer to Note 2 to the “Consolidated Financial Statements” for additional information.

Certain reclassifications of prior period amounts have been made to conform to the current period presentation. These reclassifications did not have a material impact on the Company’sour financial position or results of operations.

A-1

Distribution of Assets, Liabilities, and Shareholders’ Equity; Interest Rates and Interest Differential

The following tables provide a summary of the Company’sour consolidated average balances including major categories of interest-earning assets and interest-bearing liabilities along with an analysis of net interest earnings. Consolidated average balances, interest, and average yields are segregated between U.S. and non-U.S. offices. Assets, liabilities, interest income and interest expense are attributed to the United States and outside the United States based on the location of the office recording such items.

 2017  2016  2015 
Years Ended December 31, Average  Interest  Average  Average  Interest  Average  Average  Interest  Average 
(Millions, except percentages) 
Balance(a)
  Income  Yield  
Balance (a)
  Income  Yield  
Balance (a)
  Income  Yield 
                           202020192018
Years Ended December 31,
(Millions, except percentages)
Years Ended December 31,
(Millions, except percentages)
Average
Balance (a)
Interest
Income
Average
Yield
Average
Balance (a)
Interest
Income
Average
Yield
Average
Balance (a)
Interest
Income
Average
Yield
Interest-earning assets                           Interest-earning assets
Interest-bearing deposits in other banks (b)
                           
Interest-bearing deposits in other banksInterest-bearing deposits in other banks
U.S. $24,510  $277   1.1% $21,282  $116   0.5% $19,255  $50   0.3%U.S.$31,446 $100 0.3 %$22,169 $517 2.3 %$24,570 $485 2.0 %
Non-U.S.  1,773   17   1.0   1,884   11   0.6   2,137   16   0.7 Non-U.S.2,367 51 2.2 2,085 48 2.3 1,830 33 1.8 
Federal funds sold and securities purchased under agreements to resell                                    Federal funds sold and securities purchased under agreements to resell
U.S.U.S.   19 15.8 — — — 
Non-U.S.  80   6   7.5   110   5   4.5   188   6   3.2 Non-U.S.184 11 6.0 56 10.7 58 12.1 
Short-term investment securities                                    Short-term investment securities
U.S.  182   1   0.5   170         12       U.S.658 7 1.1 409 11 2.7 434 1.4 
Non-U.S.  1,070   7   
0.7
   551   4   0.7   393   3   0.8 Non-U.S.97 1 1.0 93 1.1 149 0.7 
Card Member loans, including loans HFS (c)(d)
                                    
Card Member loans (b)
Card Member loans (b)
U.S.  58,853   6,884   11.7   58,900   6,160   10.5   61,911   6,258   10.1 U.S.65,559 8,196 12.5 72,422 9,452 13.1 66,620 8,387 12.6 
Non-U.S.  7,847   1,038   13.2   6,828   907   13.3   7,093   930   13.1 Non-U.S.9,018 1,196 13.3 10,362 1,400 13.5 9,136 1,206 13.2 
Other loans (c)(b)
                                    
U.S.  1,887   195   10.3   1,077   110   10.2   891   93   10.4 U.S.4,078 342 8.4 4,101 413 10.1 3,110 312 10.0 
Non-U.S.  148   27   18.2   150   28   18.7   154   28   18.2 Non-U.S.139 45 32.4 170 43 25.3 145 36 24.8 
Taxable investment securities (e)(c)
                                    
U.S.  1,216   24   2.0   721   12   1.7   607   10   1.7 U.S.14,002 100 0.7 6,335 147 2.3 3,025 68 2.2 
Non-U.S.  547   17   3.1   543   15   2.8   535   14   2.7 Non-U.S.612 21 3.4 589 27 4.6 562 23 4.1 
Non-taxable investment securities (e)(c)
                                    
U.S.  1,510   48   4.9   2,390   104   6.9   3,083   133   6.9 U.S.128 5 5.1 237 11 5.9 855 25 3.7 
Other assets (f)(d)
                                    
Primarily U.S.  1   12  n.m.   1   3  n.m.   1   4  n.m. Primarily U.S.38 8 n.m.17 n.m.17 n.m.
Total interest-earning assets (g)(e)
 $99,624  $8,553   8.6% $94,607  $7,475   8.0% $96,260  $7,545   7.9%$128,326 $10,083 7.9 %$119,064 $12,084 10.2 %$110,495 $10,606 9.6 %
U.S.  88,159   7,441       84,541   6,505       85,760   6,548     U.S.115,909 8,758 105,709 10,559 98,615 9,300 
Non-U.S.  11,465   1,112       10,066   970       10,500   997     Non-U.S.12,417 1,325 13,355 1,525 11,880 1,306 
n.m. Denotes rates determined to not be meaningful.
(a)Averages based on month-end balances.
(a)Averages based on month-end balances.
(b)Amounts include (i) average interest-bearing restricted cash balances of $868 million, $358 million and $818 million for 2017, 2016 and 2015, respectively, which are included in other assets on the Consolidated Balance Sheets, and (ii) the associated interest income.
(b)Average non-accrual loans were included in the average Card Member loan balances in amounts of $275 million, $307 million and $230 million in U.S. for 2020, 2019 and 2018, respectively. Average other loan balances for U.S. include average non-accrual loans of $3 million, $7 million and $4 million for 2020, 2019 and 2018, respectively. Average non-accrual loans are considered to determine the average yield on loans.
(c)Average non-accrual loans were included in the average Card Member loan balances in amounts of $187 million, $173 million and $202 million in U.S. for 2017, 2016 and 2015, respectively. Average other loan balances for U.S. include average non-accrual loans of $3 million, $5 million and $1 million for 2017, 2016 and 2015, respectively. Average non-accrual loans are considered to determine the average yield on loans.
(c)Average yields for both taxable and non-taxable investment securities have been calculated using amortized cost balances and do not include changes in fair value recorded in other comprehensive loss. Average yield on non-taxable investment securities is calculated on a tax-equivalent basis using the U.S. federal statutory tax rate of 21 percent for 2020, 2019 and 2018.
(d)Amounts for 2016 and 2015 included average Card Member loans HFS of $5,828 million and $1,143 million, respectively, and the associated interest income. During the first half of 2016, the Company completed the sales of substantially all of its outstanding Card Member loans HFS. Refer to Note 2 to the “Consolidated Financial Statements” for additional information.
(d)Amounts include (i) average equity securities balances, which are included in investment securities on the Consolidated Balance Sheets, and (ii) the associated income.
(e)Average yields for both taxable and non-taxable investment securities have been calculated using amortized cost balances and do not include changes in fair value recorded in other comprehensive loss. Average yield on non-taxable investment securities is calculated on a tax-equivalent basis using the U.S. federal statutory tax rate of 35 percent. Effective January 1, 2018, the U.S. federal statutory tax rate was reduced to 21 percent.
(f)Amounts include (i) average equity securities balances, which are included in investment securities on the Consolidated Balance Sheets, and (ii) the associated income.
(g)The average yield on total interest-earning assets is adjusted for the impacts of the items mentioned in footnote (e).
(e)The average yield on total interest-earning assets is adjusted for the impacts of the items mentioned in footnote (c).

Years Ended December 31,
(Millions, except percentages)
2020
Average Balance (a)
2019
Average Balance (a)
2018
Average Balance (a)
Non-interest-earning assets
Cash and due from banks
U.S.$2,205 $2,842 $2,793 
Non-U.S.823 732 527 
Card Member receivables, net
U.S.27,414 27,724 26,435 
Non-U.S.16,009 28,040 27,100 
Reserves for credit losses on Card Member and other loans
U.S.(4,682)(2,057)(1,740)
Non-U.S.(526)(258)(217)
Other assets (b)
U.S.14,680 12,689 12,351 
Non-U.S.5,830 5,593 5,077 
Total non-interest-earning assets61,753 75,305 72,326 
U.S.39,617 41,198 39,839 
Non-U.S.22,136 34,107 32,487 
Total assets$190,079 $194,369 $182,821 
U.S.155,526 146,908 138,454 
Non-U.S.34,553 47,461 44,367 
Percentage of total average assets attributable to non-U.S. activities18.2 %24.4 %24.3 %
 
         
  2017  2016  2015 
Years Ended December 31, (Millions, except percentages)
 
Average Balance (a)
  
Average Balance (a)
  
Average Balance (a)
 
          
Non-interest-earning assets         
Cash and due from banks         
U.S. $2,393  $2,653  $2,501 
Non-U.S.  489   478   565 
Card Member receivables, net, including receivables HFS(b)
           
+ 
U.S.  21,262   22,622   22,126 
Non-U.S.  27,621   22,102   21,667 
Other receivables, net            
U.S.  1,722   1,720   1,678 
Non-U.S.  1,103   1,093   1,032 
Reserves for Card Member and other loans losses            
U.S.  (1,264)  (961)  (1,004)
Non-U.S.  (177)  (150)  (153)
Other assets (c)
           
+ 
U.S.  10,726   10,189   10,218 
Non-U.S.  3,889   3,947   3,837 
Total non-interest-earning assets  67,764   63,693   62,467 
U.S.  34,839   36,223   35,519 
Non-U.S.  32,925   27,470   26,948 
Total assets $167,388  $158,300  $158,727 
U.S.  122,998   120,764   121,279 
Non-U.S.  44,390   37,536   37,448 
             
Percentage of total average assets attributable to non-U.S. activities  26.5%  23.7%  23.6%
(a)Averages based on month-end balances.
(a)Averages based on month-end balances.
(b)Amounts for 2016 and 2015 included average Card Member receivables HFS of $51 million and $10 million, respectively. During the first half of 2016, the Company completed the sale of substantially all of its outstanding Card Member receivables HFS. Refer to Note 2 to the “Consolidated Financial Statements” for additional information.
(c)Includes premises and equipment, net of accumulated depreciation and amortization.
(b)Includes premises and equipment, net of accumulated depreciation and amortization.


                           
 2017  2016  2015 202020192018
Years Ended December 31, Average  Interest  Average  Average  Interest  Average  Average  Interest  Average 
(Millions, except percentages) 
Balance(a)
  Expense  Rate  
Balance(a)
  Expense  Rate  
Balance(a)
  Expense  Rate 
                           
Years Ended December 31,
(Millions, except percentages)
Years Ended December 31,
(Millions, except percentages)
Average
Balance (a)
Interest
Expense
Average
Rate
Average
Balance (a)
Interest
Expense
Average
Rate
Average
Balance (a)
Interest
Expense
Average
Rate
Interest-bearing liabilities                           Interest-bearing liabilities
Customer deposits                           Customer deposits
U.S.                           U.S.
Savings $42,134  $471   1.1% $39,975  $334   0.8% $36,706  $283   0.8%Savings$69,796 $697 1.0 %$59,087 $1,247 2.1 %$50,499 $919 1.8 %
Time  14,701   301   2.0   13,450   258   1.9   10,171   185   1.8 Time9,898 237 2.4 12,179 298 2.4 15,975 357 2.2 
Demand  215   3   1.4   162   1   0.6   185   1   0.5 Demand752 5 0.7 447 2.0 285 2.1 
Non-U.S.                                    Non-U.S.
Other time and savings  17   1   5.9   10   1   10.0   21   2   9.5 Other time and savings11 1 9.1 16 6.3 21 4.8 
Other demand  18   3   16.7   74   4   5.4   87   4   4.6 Other demand11 3 27.3 10 40.0 12 33.3 
Short-term borrowings                                    Short-term borrowings
U.S.  1,188   15   1.3   1,017   6   0.6   1,416   4   0.3 U.S.769 18 2.3 407 22 5.4 274 14 5.1 
Non-U.S.  2,145   18   0.8   2,048   19   0.9   2,198   15   0.7 Non-U.S.2,017 11 0.5 2,621 15 0.6 2,106 19 0.9 
Long-term debt and other (b)
                                    
Long-term debt and other (b)
U.S.  51,366   1,281   2.5   46,521   1,057   2.3   51,623   1,094   2.1 U.S.48,690 1,123 2.3 57,936 1,859 3.2 54,631 1,613 3.0 
Non-U.S.  725   19   2.6   931   24   2.6   1,271   35   2.8 Non-U.S.336 3 0.9 325 2.8 390 10 2.6 
Total interest-bearing liabilities $112,509  $2,112   1.9% $104,188  $1,704   1.6% $103,678  $1,623   1.6%Total interest-bearing liabilities$132,280 $2,098 1.6 %$133,028 $3,464 2.6 %$124,193 $2,943 2.4 %
U.S.  109,604   2,071       101,125   1,656       100,101   1,567     U.S.129,905 2,080 130,056 3,435 121,664 2,909 
Non-U.S.  2,905   41       3,063   48       3,577   56     Non-U.S.2,375 18 2,972 29 2,529 34 
                                    
Non-interest-bearing liabilities                                    Non-interest-bearing liabilities
Travelers Cheques and other prepaid products                                    
U.S.  2,501           2,779           3,160         
Non-U.S.  78           86           110         
Accounts payable                                    Accounts payable
U.S.  6,788           7,005           7,238         U.S.4,642 7,116 7,120 
Non-U.S.  5,254           4,757           4,589         Non-U.S.4,737 6,202 6,064 
Customer Deposits (c)
                                    
Customer Deposits(c)
U.S.  351           372           386         U.S.766 385 377 
Non-U.S.  331           311           324         Non-U.S.682 387 370 
Other liabilities                                    Other liabilities
U.S.  13,880           13,429           13,435         U.S.18,954 18,360 18,619 
Non-U.S.  4,876           4,568           4,313         Non-U.S.6,016 6,079 5,428 
Total non-interest-bearing liabilities  34,059           33,307           33,555         Total non-interest-bearing liabilities35,797 38,529 37,978 
U.S.  23,520           23,585           24,219         U.S.24,362 25,861 26,116 
Non-U.S.  10,539           9,722           9,336         Non-U.S.11,435 12,668 11,862 
Total liabilities  146,568           137,495           137,233         Total liabilities168,077 171,557 162,171 
U.S.  133,124           124,710           124,320         U.S.154,267 155,917 147,780 
Non-U.S.  13,444           12,785           12,913         Non-U.S.13,810 15,640 14,391 
Total shareholders' equity  20,820           20,805           21,494         Total shareholders' equity22,002 22,812 20,650 
Total liabilities and shareholders' equity $167,388          $158,300          $158,727         Total liabilities and shareholders' equity$190,079 $194,369 $182,821 
                                    
Percentage of total average liabilities attributable to non-U.S. activities   9.2          9.3%           9.4%        Percentage of total average liabilities attributable to non-U.S. activities8.2 %9.1 %8.9 %
Interest rate spread          6.7%          6.4%          6.3%Interest rate spread6.3 %7.6 %7.2 %
Net interest income and net average yield on interest-earning assets (d)
     $ 6,441    6.5%     $ 5,771   6.2%     $5,922    6.2%
Net interest income and net average yield on interest-earning assets(d)`
Net interest income and net average yield on interest-earning assets(d)`
$7,985 6.2 %$8,620 7.2 %$7,663 6.9 %
(a)Averages based on month-end balances.
(a)Averages based on month-end balances.
(b)Interest expense primarily reflects interest on long-term financing and interest incurred on derivative instruments in qualifying hedging relationships on the hedged debt instruments.
(b)Interest expense primarily reflects interest on long-term financing and interest incurred on derivative instruments in qualifying hedging relationships on the hedged debt instruments. 
(c)
U.S. non-interest-bearing Customer deposits include average Card Member credit balances of $314 million, $328 million and $326 million for 2017, 2016 and 2015, respectively. Non-U.S. non-interest-bearing Customer deposits include average Card Member credit balances of $318 million, $297 million and $311 million for 2017, 2016 and 2015, respectively.
(c)U.S. non-interest-bearing Customer deposits include average Card Member credit balances of $742 million, $353 million and $342 million for 2020, 2019 and 2018, respectively. Non-U.S. non-interest-bearing Customer deposits include average Card Member credit balances of $679 million, $381 million and $359 million for 2020, 2019 and 2018, respectively.
(d)Net average yield on interest-earning assets is defined as net interest income divided by average total interest-earning assets as adjusted for the items mentioned in footnote (e) from the previous table.
(d)Net average yield on interest-earning assets is defined as net interest income divided by average total interest-earning assets as adjusted for the items mentioned in footnote (c) from the table on A-1.
A-4

A-3

Changes in Net Interest Income − Volume and Rate Analysis (a)

The following table presents the amount of changes in interest income and interest expense due to changes in both average volume and average rate. Major categories of interest-earning assets and interest-bearing liabilities have been segregated between U.S. and non-U.S. offices. Average volume/rate changes have been allocated between the average volume and average rate variances on a consistent basis based upon the respective percentage changes in average balances and average rates.

2020 Versus 20192019 Versus 2018
Increase (Decrease)
due to change in:
Increase (Decrease)
due to change in:
Years Ended December 31, (Millions)
Average
Volume
Average
Rate
Net ChangeAverage
Volume
Average
Rate
Net Change
Interest-earning assets
Interest-bearing deposits in other banks
U.S.$216 $(633)$(417)$(47)$79 $32 
Non-U.S.6 (3)3 10 15 
Federal funds sold and securities purchased under agreements to resell
U.S.(3) (3)— 
Non-U.S.14 (9)5 — (1)(1)
Short-term investment securities
U.S.7 (11)(4)— 
Non-U.S.   — — — 
Card Member loans
U.S.(896)(360)(1,256)730 335 1,065 
Non-U.S.(182)(22)(204)162 32 194 
Other loans
U.S.(2)(69)(71)99 101 
Non-U.S.(8)10 2 
Taxable investment securities
U.S.177 (224)(47)72 79 
Non-U.S.1 (7)(6)
Non-taxable investment securities
U.S.(7)1 (6)(18)(14)
Other assets
Primarily U.S.6 (3)3 272 (284)(12)
Change in interest income(671)(1,330)(2,001)1,282 196 1,478 
Interest-bearing liabilities
Customer deposits
U.S.
Savings226 (776)(550)156 172 328 
Time(56)(5)(61)(85)26 (59)
Demand6 (10)(4)— 
Non-U.S.
Other time and savings    —  
Other demand (1)(1)(1)— 
Short-term borrowings
U.S.20 (24)(4)
Non-U.S.(3)(1)(4)(9)(4)
Long-term debt and other
U.S.(297)(439)(736)98 148 246 
Non-U.S. (6)(6)(2)(1)
Change in interest expense(104)(1,262)(1,366)181 340 521 
Change in net interest income$(567)$(68)$(635)$1,101 $(144)$957 
  2017 Versus 2016  2016 Versus 2015 
  Increase (Decrease)     Increase (Decrease)    
  due to change in:     due to change in:    
  Average  Average     Average  Average    
Years Ended December 31, (Millions)
 Volume  Rate  
Net Change
  Volume  Rate  Net Change 
                   
Interest-earning assets                  
Interest-bearing deposits in other banks                  
U.S. $18  $143  $161  $5  $61  $66 
Non-U.S.  (1)  7   6   (2)  (3)  (5)
Federal funds sold and securities purchased under agreements to resell                        
Non-U.S.  (1)  2   1   (2)  1   (1)
Short-term investment securities                        
U.S.     1   1          
Non-U.S.  4   (1)  3   1      1 
Card Member loans, including loans HFS                        
U.S.  (5)  729   724   (304)  206   (98)
Non-U.S.  135   (4)  131   (35)  12   (23)
Other loans                        
U.S.  83   2   85   19   (2)  17 
Non-U.S.     (1)  (1)  (1)  1    
Taxable investment securities                        
U.S.  9   3   12   2      2 
Non-U.S.     2   2      1   1 
Non-taxable investment securities                        
U.S.  (37)  (19)  (56)  (29)     (29)
Other assets                        
Primarily U.S.     9   9      (1)  (1)
 Change in interest income  205   873   1,078   (346)  276   (70)
Interest-bearing liabilities                        
Customer deposits                        
U.S.                        
Savings  18   119   137   25   26   51 
Time  24   19   43   60   13   73 
Demand     2   2          
Non-U.S.                        
Other time and savings  1   (1)     (1)     (1)
Other demand  (3)  2   (1)  (1)  1    
Short-term borrowings                        
U.S.  1   8   9   (1)  3   2 
Non-U.S.  1   (2)  (1)  (1)  5   4 
Long-term debt and other                        
U.S.  110   114   224   (108)  71   (37)
Non-U.S.  (5)     (5)  (9)  (2)  (11)
Change in interest expense  147   261   408   (36)  117   81 
Change in net interest income $58  $612  $670  $(310) $159  $(151)
(a)Refer to footnotes from “Distribution of Assets, Liabilities and Shareholders’ Equity” for additional information.

(a)Refer to footnotes from “Distribution of Assets, Liabilities and Shareholders’ Equity” for additional information.
A-5
A-4



Loans and Card Member Receivables Portfolios

The following table presents gross loans and Card Member receivables by customer type, segregated between U.S. and non-U.S., based on the domicile of the borrowers. Refer to Notes 3 and 4 to the “Consolidated Financial Statements” for additional information.

December 31, (Millions)
 2017  2016  2015  2014  2013 
Loans (a) (b)
               
U.S. loans               
Card Member (c)
 $64,542  $58,242  $51,446  $62,592  $58,530 
Other (d)
  2,554   1,350   1,073   726   411 
Non-U.S. loans                    
Card Member (c)
  8,857   7,023   7,127   7,793   8,708 
Other (d)
  133   111   201   206   210 
Total loans $76,086  $66,726  $59,847  $71,317  $67,859 
                     
Card Member receivables (a) (b)
                    
U.S. Card Member receivables                    
Consumer (e)
  26,754   24,768   23,255   22,468   21,842 
Commercial (f)
  10,868   9,685   8,961   9,082   8,480 
Non-U.S. Card Member receivables                    
Consumer (e)
  10,311   7,772   7,101   7,800   7,930 
Commercial (f)
  6,114   5,083   4,816   5,501   5,911 
                     
Total Card Member receivables $54,047  $47,308  $44,133  $44,851  $44,163 
(a)As of December 31, 2017, the Company had approximately $273 billion of unused credit available to Card Members as part of established lending product agreements. Total unused credit available to Card Members does not represent potential future cash requirements, as a significant portion of this unused credit will likely not be drawn. The Company’s charge card products generally have no preset spending limit, the associated credit limit on charge products is not quantifiable, and therefore is not reflected in unused credit available to Card Members.
(b)As of December 31, 2017, the Company’s exposure to any concentration of gross loans and Card Member receivables combined, which exceeds 10 percent of total loans and Card Member receivables is further split between $112 billion for individuals and $18 billion for commercial. Loans and Card Member receivables concentrations are defined as loans and Card Member receivables due from multiple borrowers engaged in similar activities that would cause these borrowers to be impacted similarly to certain economic or other related conditions. Refer to Note 24 to the “Consolidated Financial Statements” for additional information on concentrations.
(c) Primarily represents loans to individuals and small businesses.
(d)Other loans primarily represent personal and commercial financing products.
(e)Represents receivables from individual and small business charge card customers.
(f)Represents receivables from corporate charge card clients.
A-5



Maturities and Sensitivities to Changes in Interest Rates

The following table presents contractual maturities of loans and Card Member receivables by customer type, and segregated between U.S. and non-U.S. based on domicile of the borrowers, and distribution between fixed and floating interest rates for loans due after one year based upon the stated terms of the loan agreements.

December 31, (Millions)
2020
Within
1 year (a)
1-5
years (b) (c)
5-15
   years (c)
After
15 years (c)
Total
Loans
U.S. loans
Card Member$63,662 $482 $ $ $64,144 
Other497 2,068 112 57 2,734 
Non-U.S. loans
Card Member9,229    9,229 
Other92 26   118 
Total loans$73,480 $2,576 $112 $57 $76,225 
Loans due after one year at fixed interest rates
Card Member$482 $ $ $482 
Other2,070  57 2,127 
Loans due after one year at variable interest rates
Card Member    
Other24 112  136 
Total loans$2,576 $112 $57 $2,745 
Card Member receivables
U.S.$30,287 $193 $ $ $30,480 
Non-U.S.13,221    13,221 
Total Card Member receivables$43,508 $193 $ $ $43,701 
(a)Card Member loans have no stated maturity and are therefore included in the due within one year category. However, many of our Card Members will revolve their balances, which may extend their repayment period beyond one year for balances outstanding as of December 31, 2020. Card member receivables are due upon receipt of Card Member statements and have no stated interest rate and are therefore included in the due within one year category.
December 31, (Millions)
 2017 
  Within   1-5  After    
  
1 year(a)(b)
  
years(b)(c)
  
5 years(c)
  Total 
Loans             
U.S. loans             
Card Member $64,413  $129  $  $64,542 
Other  978   1,389   187   2,554 
Non-U.S. loans                
Card Member  8,856      1   8,857 
Other  91   42      133 
Total loans $74,338  $1,560  $188  $76,086 
                 
Loans due after one year at fixed interest rates     $1,523  $61  $1,584 
Loans due after one year at variable interest rates      37   127   164 
Total loans     $1,560  $188  $1,748 
Card Member receivables                
U.S. Card Member receivables                
Consumer $26,722  $32  $  $26,754 
Commercial  10,868         10,868 
Non-U.S. Card Member receivables                
Consumer  10,311         10,311 
Commercial  6,114         6,114 
Total Card Member receivables $54,015  $32  $  $54,047 
(b)Card Member loans and receivables due after one year represent Troubled Debt Restructurings (TDRs). Card Members experiencing financial difficulties are offered modification programs wherein a long-term concession (more than 12 months) has been granted to the borrower and are classified as TDRs.
(a)
Card Member loans have no stated maturity and are therefore included in the due within one year category. However, many of the Company’s Card Members will revolve their balances, which may extend their repayment period beyond one year for balances outstanding as of December 31, 2017.
(b)Card Member receivables are immediately due upon receipt of Card Member statements, have no stated interest rate and are included within the due within one year category. Receivables due after one year represent modification programs classified as Troubled Debt Restructurings (TDRs), wherein the terms of a receivable have been modified for Card Members that are experiencing financial difficulties and a long-term concession (more than 12 months) has been granted to the borrower.
(c)
Card Member and other loans due after one year primarily represent installment loans and TDRs.
(c)Other loans due after one year primarily represents installment loans.
A-6
A-6



Credit Quality Indicators for Loans and Card Member Receivables
As a result of the adoption of CECL on January 1, 2020, there is a lack of comparability in both the reserves and provisions for credit losses for the periods presented. Results for reporting periods beginning after January 1, 2020 are presented using the CECL methodology, while comparative information continues to be reported in accordance with the incurred loss methodology in effect for prior periods. Refer to Note 1 and Note 3 to the “Consolidated Financial Statements” for further information.
Risk Elements

The following table presentssummarizes the amountsratio of non-performingall loans and Card Member receivables thatcategories.
Years Ended December 31,
(Millions, except percentages and where indicated)
20202019
Card Member loans
Net write-offs — principal less recoveries$1,795 $1,860 
Net write-offs — interest and fees less recoveries$375 $375 
Average Card Member loans (billions)(a)
$74.6 $82.8 
Principal only net write-offs / average Card Member loans outstanding (b)
2.4 %2.2 %
Principal, interest and fees net write-offs / average Card Member loans outstanding (b)
2.9 %2.7 %
Other loans
Net write-offs$111 $97 
Average Other loans (billions)(a)
$4.2 $4.3 
Net write-offs/average other loans outstanding (b)
2.6 %2.3 %
Card Member receivables
Net write-offs — principal and fees less recoveries$881 $900 
Average Card Member receivables (billions)(a)
$43.9 $56.4 
Net write-offs / average Card Member receivables outstanding (b)
2.0 %1.6 %
Reserve for credit losses$5,849 $3,154 
Non-accrual loans (c)
$176 $346 
Reserve for credit losses to total loans and Card Member receivables (d)
4.9 %2.1 %
Non-accrual loans to total loans (e)
0.2 %0.4 %
Reserve for credit losses to non-accrual loans (f)
3171.4 %732.8 %
(a)Averages are either non-accrual, past due, based on month-end balances for the periods presented.
(b)The net write-off rate presented is on a worldwide basis and is based on principal losses only (i.e., excluding interest and/or restructured, segregated between U.S. and non-U.S. borrowers. Past due loans are loans that are contractually past due 90 days fees) to be consistent with industry convention. In addition, as our practice is to include uncollectible interest and/or morefees as topart of our total provision for credit losses, a net write-off rate including principal, interest and/or interest payments. Restructured loans and Card Member receivables are those that meet the definition of a TDR.fees is also presented.

December 31, (Millions)
 2017  2016  2015  2014  2013 
Loans               
Non-accrual loans (a)
               
U.S. $203  $173  $154  $241  $294 
Non-U.S.              4 
Total non-accrual loans  203   173   154   241   298 
                     
Loans contractually 90 days past-due and still accruing interest (b)
                    
U.S.  273   208   164   162   174 
Non-U.S.  56   52   52   58   54 
Total loans contractually 90 days past-due and still accruing interest  329   260   216   220   228 
                     
Restructured loans (c)
                    
U.S.  367   346   279   286   351 
Non-U.S.              5 
Total restructured loans  367   346   279   286   356 
Total non-performing loans $899  $779  $649  $747  $882 
                     
Card Member receivables                    
Restructured Card Member receivables (c)
                    
U.S.  80   55   33   48   50 
Total restructured Card Member receivables $80  $55  $33  $48  $50 

(a)   (c)Non-accrual loans not in modification programs primarily include certain Card Member loans placed with outside collection agencies for which the Company haswe have ceased accruing interest. Amounts presented exclude loans classified as TDR. Lower non-accrual loans are primarily driven by higher enrollments under In House TDR programs and lower delinquencies.
(d)Represents the reserve for credit losses as a percentage of total loans and Card Member receivables. Refer to “Maturities and Sensitivities to Changes in Interest Rates” for total outstanding balance of loans and Card Member receivables.
(e)Represents percentage of non-accrual loans to total loans.
(f)Represents the total reserve for credit losses on Card Member loans classifiedand other loans as a TDR.

(b)The Company’s policy is generally to accrue interest through the date of write-off (typically 180 days past due). The Company establishes reserves for interest that it believes will not be collected. Amounts presented exclude loans classified as a TDR.
(c)In instances where the Card Member is experiencing financial difficulty, the Company may modify, through various programs, Card Member loans and receivables in order to minimize losses and improve collectability, while providing Card Members with temporary or permanent financial relief. The Company has classified Card Member loans and receivables in these modification programs as TDRs and continues to classify Card Member accounts that have exited a modification program as a TDR, with such accounts identified as “Out of Program TDRs.” Such modifications to the loans and receivables primarily include (i) temporary interest rate reductions (possibly as low as zero percent, in which case the loan is characterized as non-accrual in the Company’s TDR disclosures), (ii) placing the Card Member on a fixed payment plan not to exceed 60 months and (iii) suspending delinquency fees until the Card Member exits the modification program. Refer to Note 3 to the “Consolidated Financial Statements” for additional information.
percentage of total non-accrual loans. Refer to “Allocation of reserve for credit losses” for reserve related to Card Member loans and other loans.
A-7
A-7



ImpactAllocation of Non-performing Loans on Interest IncomeReserve for Credit Losses

The following table presentsshows the gross interest incomereserve for both non-accrualcredit losses allocated to each of loans and restructured loans for 2017 that would have been recognized if such loans had been current in accordance with their original contractual termsCard Member receivables by customer type, and had been outstanding throughout the period or since origination if held for only part of 2017. The table also presents the interest income related to these loans that was actually recognized for the period. These amounts are segregated between U.S. and non-U.S. borrowers.

December 31,20202019
(Millions, except percentages)
Reserve for credit losses at end of year applicable to
Amount
Percentage (a)
Amount
Percentage (a)
Loans
U.S. loans
Card Member$4,820 86 %$2,085 82 %
Other228 4 150 
Non-U.S. loans
Card Member524 10 298 12 
Other10  — 
$5,582 100 %$2,535 100 %
Card Member receivables
U.S.$216 81 %$406 66 %
Non-U.S.51 19 213 34 
$267 100 %$619 100 %
  2017 
Year Ended December 31, (Millions)
 U.S.  Non-U.S.  Total 
Gross amount of interest income that would have been recorded in accordance with the original contractual terms (a) 
 $ 64  $  $64 
Interest income actually recognized  16      16 
Total interest revenue foregone $48  $  $48 
(a)The Company determines the original effective interest rate as the interest rate in effect prior to the imposition of any penalty interest rate.



Potential Problem Loans and Receivables

This disclosure presents outstanding amounts as well as specific reserves for certain loans and receivables where information about possible credit problems(a)Percentage of the borrowers causes management to have serious doubts as to the ability of such borrowers to comply with the present repayment terms. At December 31, 2017, the Company did not identify any potential problem loans or receivables within the Card Member loans and receivables portfolio that were not already included in the “Risk Elements” section.
A-8

Cross-border Outstandings

Cross-border disclosure is based upon the Federal Financial Institutions Examinations Council’s (FFIEC) guidelines governing the determination of cross-border risk.

The primary differences between the FFIEC and Guide 3 guidelines for reporting cross-border exposure are: i) the FFIEC methodology includes mark-to-market exposures of derivative assets, which are excluded under Guide 3; and ii) investments in unconsolidated subsidiaries are included under FFIEC but excluded under Guide 3.

The following table presents the aggregate amount of cross-border outstandings from borrowers or counterparties for each foreign country that exceeds 1 percent of consolidated total assets for any of the periods reported below. Cross-border outstandings include loans, receivables, interest-bearing deposits with other banks, other interest-bearing investments and other monetary assets that are denominated in either dollars or other non-local currency.

The table separately presents the amounts of cross-border outstandings by type of borrower including Governments and official institutions, Banks and other financial institutions, Non-Bank Financial Institutions (NBFIs) and Other.

     Banks and           Gross  Total    
    Governments  other        Total  foreign-  exposure    
Years Ended December 31, and official  financial        cross-border  office  (net of  Cross-border 
(Millions)  institutions  institutions  NBFIs  Other  outstandings  liabilities  liabilities)  commitments 
Australia2017 $  $259  $  $3,594  $3,853  $504  $3,349  $6,635 
 2016     389      2,986   3,375   453   2,922   5,567 
 2015     193      2,786   2,979   419   2,560   5,410 
Canada2017 $355  $992  $40  $2,730  $4,117  $1,032  $3,085  $12,174 
 2016  1,284   1,028   35   2,408   4,755   977   3,778   11,590 
 2015  356   705   36   2,433   3,530   1,383   2,147   11,845 
United Kingdom2017 $68  $1,286  $86  $4,568  $6,008  $3,884  $2,124  $15,578 
 2016  77   2,213   63   3,390   5,743   3,222   2,521   11,919 
 2015  107   2,068   32   3,422   5,629   3,174   2,455   12,293 
Mexico2017 $85  $97  $7  $2,229  $2,418  $556  $1,862  $1,125 
 2016  106   167   6   1,820   2,099   531   1,568   961 
 2015  98   61   8   1,890   2,057   552   1,505   1,053 
Japan2017 $4  $74  $177  $3,082  $3,337  $3,106  $231  $2,290 
 2016  5   55   130   2,504   2,694   2,526   168   87 
 2015  4   56   92   2,058   2,210   2,071   139   79 
Other countries (a)
2017 $156  $142  $14  $4,255  $4,567  $591  $3,976  $682 
 2016  137   135   13   3,229   3,514   466   3,048   562 
 2015  77   96   5   3,177   3,355   503   2,852   613 
(a)Cross-border outstandings between 0.75 percent and 1.0 percent of consolidated total assets are included in Other Countries. For comparability, countries that meet the threshold for any year presented are included for all years. Countries included are France, Italy and the Netherlands.

A-9

Summary of Loan Loss Experience – Analysis of the Allowance for Loan Losses

The following table summarizes the changes to the Company’s allowance for Card Member loan losses. The table segregates such changes between U.S. and non-U.S. borrowers.

Years Ended December 31, (Millions, except percentages)
 2017  2016  2015  2014  2013 
                
Card Member loans               
Allowance for loan losses at beginning of year               
U.S. loans $1,068  $882  $1,036  $1,083  $1,274 
Non-U.S. loans  155   146   165   178   197 
Total allowance for losses  1,223   1,028   1,201   1,261   1,471 
                     
Card Member lending provisions (a)
                    
U.S. loans  1,655   1,056   1,032   944   916 
Non-U.S. loans  213   179   158   194   199 
Total Card Member lending provisions  1,868   1,235   1,190   1,138   1,115 
                     
Write-offs                    
U.S. loans  (1,572)  (1,262)  (1,321)  (1,346)  (1,463)
Non-U.S. loans  (245)  (222)  (226)  (269)  (280)
Total write-offs  (1,817)  (1,484)  (1,547)  (1,615)  (1,743)
                     
Recoveries                    
U.S. loans  356   325   359   356   368 
Non-U.S. loans  53   54   59   72   84 
Total recoveries  409   379   418   428   452 
Net write-offs (b)
  (1,408)  (1,105)  (1,129)  (1,187)  (1,291)
                     
Transfer of reserves on HFS loans portfolios                    
U.S. loans        (224)      
                     
Other (c)
                    
U.S. loans     67      (1)  (12)
Non-U.S. loans  23   (2)  (10)  (10)  (22)
Total other  23   65   (10)  (11)  (34)
                     
Allowance for loan losses at end of year                    
U.S. loans  1,507   1,068   882   1,036   1,083 
Non-U.S. loans  199   155   146   165   178 
Total allowance for losses $1,706  $1,223  $1,028  $1,201  $1,261 
                     
Principal only net write-offs / average Card Member loans outstanding (d) (e)
  1.8%   1.6%  1.4%   1.5%   1.8%
Principal, interest and fees net write-offs / average Card Member loans outstanding (d) (e)
   2.1%   1.8 %  1.7%   1.8%   2.0%
(a)Refer to Note 4 to the “Consolidated Financial Statements” for a discussion of management’s process for evaluating the allowance for loan losses.
(b)Net write-offs include principal, interest and fees balances.
(c)
Includes foreign currency translation adjustments and other items. The year ended December 31, 2016, included reserves of $67 million associated with $265 million of retained Card Member loans reclassified from HFS to held for investment as a result of retaining certain loans in connection with the respective sales of JetBlue and Costco cobrand card portfolios. The year ended December 31, 2014, included an adjustment related to reserves for card related fraud losses of $(6) million, which was reclassified to Other liabilities.
(d)The net write-off rate presented is on a worldwide basis and is based on principal losses only (i.e., excluding interest and fees) to be consistent with industry convention. In addition, because the Company considers uncollectible interest and fees in estimating its reservesreserve for credit losses, a net write-off rate including principal, interest and fees is also presented. The year ended December 31, 2015, reflected the impact of a change in the timing of charge-offs for Card Member loans in certain modification programs from 180 days past due to 120 days past due, which was fully recognized during the three months ended March 31, 2015.
(e) Average Card Member loans outstanding are based on month-end balances.




A-10


The following table summarizes the changes to the Company’s allowance for other loan losses. The table segregates such changes between U.S. and non-U.S. borrowers.

Years Ended December 31, (Millions, except percentages)
 2017  2016  2015  2014  2013 
Other loans               
Allowance for loan losses at beginning of year               
U.S. loans $39  $17  $8  $8  $8 
Non-U.S. loans  3   3   4   5   12 
Total allowance for losses  42   20   12   13   20 
                     
Provisions for other loan losses (a)
                    
U.S. loans  71   56   21   5   3 
Non-U.S. loans  1   1   1   3   4 
Total provisions for other loan losses  72   57   22   8   7 
                     
Write-offs                    
U.S. loans  (37)  (39)  (15)  (7)  (7)
Non-U.S. loans  (3)  (2)  (3)  (7)  (13)
Total write-offs  (40)  (41)  (18)  (14)  (20)
                     
Recoveries                    
U.S. loans  5   5   3   2   4 
Non-U.S. loans  1   1   1   3   3 
Total recoveries  6   6   4   5   7 
Net write-offs  (34)  (35)  (14)  (9)  (13)
                     
Other (b)
                    
Non-U.S. loans              (1)
Total other              (1)
                     
Allowance for loan losses at end of year                    
U.S. loans  78   39   17   8   8 
Non-U.S. loans  2   3   3   4   5 
Total allowance for losses $80  $42  $20  $12  $13 
                     
Net write-offs/average other loans outstanding (c)
  1.7%  2.9%  1.3%  1.2%  2.3%
(a)Provisions for other loan losses are determined based on a specific identification methodology and models that analyze specific portfolio statistics.
(b)Includes primarily foreign currency translation adjustments.
(c)
The net write-off rate presented is on a worldwide basis and is based on write-offs of principal, interest and fees. Average other loans outstanding are based on month-end balances.



A-11

The following table summarizes the changes to the Company’s allowance for Card Member receivables losses. The table segregates such changes between U.S. and non-U.S. borrowers.

Years Ended December 31, (Millions, except percentages)
 2017  2016  2015  2014  2013 
Card Member receivables               
Allowance for losses at beginning of year               
U.S. receivables               
Consumer $266  $268  $276  $216  $273 
Commercial  53   51   53   35   37 
Total U.S. receivables  319   319   329   251   310 
Non-U.S. receivables                    
Consumer  95   93   93   98   86 
Commercial  53   50   43   37   32 
Total non-U.S. receivables  148   143   136   135   118 
Total allowance for losses  467   462   465   386   428 
                     
Provisions for losses (a)
                    
U.S. receivables                    
Consumer  413   366   420   451   336 
Commercial  114   69   76   98   53 
Total U.S. provisions  527   435   496   549   389 
Non-U.S. receivables                    
Consumer  201   176   169   172   188 
Commercial  67   85   72   71   71 
Total non-U.S. provisions  268   261   241   243   259 
Total provisions for losses  795   696   737   792   648 
                     
Write-offs                    
U.S. receivables                    
Consumer  (633)  (637)  (698)  (618)  (662)
Commercial  (139)  (112)  (123)  (120)  (92)
Total U.S. write-offs  (772)  (749)  (821)  (738)  (754)
Non-U.S. receivables                    
Consumer  (227)  (215)  (204)  (211)  (227)
Commercial  (96)  (101)  (89)  (92)  (90)
Total non-U.S. write-offs  (323)  (316)  (293)  (303)  (317)
Total write-offs $(1,095) $(1,065) $(1,114) $(1,041) $(1,071)
(a)Refer to Note 4 to the “Consolidated Financial Statements” for a discussion of management’s process for evaluating the allowance for receivable losses.


A-12





                
Years Ended December 31, (Millions, except percentages)
 2017  2016  2015  2014  2013 
Card Member receivables               
Recoveries               
U.S. receivables               
Consumer $233  $269  $271  $230  $279 
Commercial  45   43   45   41   38 
Total U.S. recoveries  278   312   316   271   317 
Non-U.S. receivables                    
Consumer  56   56   57   58   57 
Commercial  25   23   28   29   28 
Total non-U.S. recoveries  81   79   85   87   85 
Total recoveries  359   391   401   358   402 
Net write-offs (a)
  (736)  (674)  (713)  (683)  (669)
                     
Other (b)
                    
U.S. receivables                    
Consumer  (2)     (1)  (3)  (10)
Commercial     2      (1)  (1)
Total U.S. other  (2)  2   (1)  (4)  (11)
Non-U.S. receivables                    
Consumer  (6)  (15)  (22)  (24)  (6)
Commercial  3   (4)  (4)  (2)  (4)
Total non-U.S. other  (3)  (19)  (26)  (26)  (10)
Total other  (5)  (17)  (27)  (30)  (21)
                     
Allowance for losses at end of year                    
U.S. receivables                    
Consumer  277   266   268   276   216 
Commercial  73   53   51   53   35 
Total U.S. receivables  350   319   319   329   251 
Non-U.S. receivables                    
Consumer  119   95   93   93   98 
Commercial  52   53   50   43   37 
Total non-U.S. receivables  171   148   143   136   135 
Total allowance for losses $521  $467  $462  $465  $386 
                     
Net write-offs/average Card Member receivables outstanding (c) (d)
  1.5%  1.5%  1.6%  1.5%  1.6%
(a)Net write-offs include principal and fees balances.
(b)Includes foreign currency translation adjustments and other adjustments. Additionally, 2015 included the impact of transfer of the HFS receivables portfolio, which was not significant and 2014, included an adjustment related to reserves for card-related fraud losses of $(7) million, which was reclassified to Other liabilities.
(c)The net write-off rate presented is on a worldwide basis and is based on write-offs of principal and fees. The year ended December 31, 2015, reflected the impact of a change in the timing of charge-offs for Card Member receivables in certain modification programs from 180 days past due to 120 days past due, which was fully recognized during the three months ended March 31, 2015.
(d)Averages Card Member receivables outstanding are based on month-end balances.




A-13

Allocation of Allowance for Losses

The following table presents an allocation of the allowance for loans and Card Member receivables and the percentage of allowance for losses on loans and Card Member receivables in each category to the total allowance, respectively, by customer type. The table segregates allowance for losses on loans and Card Member receivables between U.S. and non-U.S. borrowers.reserve.

A-8

December 31,                                                      
(Millions, except percentages) 2017   2016   2015   2014   2013  
Allowance for losses                                                      
at end of year applicable to Amount  Percentage 
 (a)
 Amount  Percentage 
 (a)
 Amount  Percentage 
 (a)
 Amount  Percentage 
 (a)
 Amount  Percentage 
 (a)
Loans                                                      
U.S. loans                                                      
Card Member $1,507   85 % $1,068   85 % $882   84 % $1,036   85 % $1,083   85 %
Other  78   4    39   3    17   2    8   1    8   1  
Non-U.S. loans                                                                
Card Member  199   11    155   12    146   14    165   14    178   14  
Other  2       3       3       4       5     
  $1,786   100 % $1,265   100 % $1,048   100 % $1,213   100 % $1,274   100 %
                                                                  
Card Member receivables                                                                
U.S. Card Member receivables                                                                
Consumer $277   53 % $266   57 % $268   58 % $276   59 % $216   56 %
Commercial  73   14    53   11    51   11    53   12    35   9  
Non-U.S. Card Member receivables                                                           
Consumer  119   23    95   21    93   20    93   20    98   25  
Commercial  52   10    53   11    50   11    43   9    37   10  
  $521   100 % $467   100 % $462   100 % $465   100 % $386   100 %
(a)Percentage of allowance for losses on loans and Card Member receivables in each category to the total allowance.


Uninsured Time Certificates of Deposit of $100,000 or More

The following table presents the amount of uninsured time certificates of deposit of $100,000 or more issued by the Companyus in itsour U.S. and Non U.S. offices, further segregated by time remaining until maturity. For any account holder with aggregate deposits in excess of insured limits, the uninsured deposits are calculated proportionately as a percentage of total deposits for each category of deposits held as of the reporting date.

By remaining maturity as of December 31, 2020
(Millions)3 months
or less
Over 3 months
but within 6 months
Over 6 months
but within 12 months
Over
12 months
Total
U.S. (a)
$65 $53 $100 $118 $336 
Non U.S. (b)
$2 $1 $4 $ $7 
 By remaining maturity as of December 31, 2017
      Over 3Over 6      
     monthsmonths      
 3 monthsbut withinbut withinOver  
(Millions)or less6 months12 months12 monthsTotal
U.S. time certificates of deposit ($100,000 or more) $77 $12 $26 $84$199
(a)We offer deposits within our U.S. bank subsidiary, AENB. These funds are currently insured up to $250,000 per account holder through the FDIC.

As of December 31, 2017, time certificates of deposit and other(b)Includes time deposits in amountscertain of $100,000 or more issuedour Non-U.S. offices, that exceed the insurance limit as defined by non-U.S. offices was $14 million.
the regulatory rules in individual markets.


EXHIBIT INDEX


A-9
The following exhibits are filed as part of this Annual Report. The exhibit numbers preceded by an asterisk (*) indicate exhibits electronically filed herewith. All other exhibit numbers indicate exhibits previously filed and are hereby incorporated herein by reference. Exhibits numbered 10.1 through 10.43 are management contracts or compensatory plans or arrangements.
3.1
3.2
4.1
The instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company hereby agrees to furnish copies of these instruments to the SEC upon request.
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
American Express Company Retirement Plan for Non-Employee Directors, as amended (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1988).
10.9
10.10
American Express Key Executive Life Insurance Plan, as amended (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the fiscal year ended December 31, 1991).
10.11
10.12
10.13
10.14
American Express Key Employee Charitable Award Program for Education (incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1990).
10.15
American Express Directors’ Charitable Award Program (incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1990).
10.16
American Express Company Salary/Bonus Deferral Plan (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K (Commission File No. 1-7657) for the year ended December 31, 1988).
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46
10.47
*10.48
*12
*21
*23
*31.1
*31.2
*32.1
*32.2
*101.INS
XBRL Instance Document
*101.SCH
XBRL Taxonomy Extension Schema Document
*101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
*101.LAB
XBRL Taxonomy Extension Label Linkbase Document
*101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
*101.DEF
XBRL Taxonomy Extension Definition Linkbase Document


E-4