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  Title	American Express : Q3 2024 Pillar 3 Disclosure
  ID	4411898
  External ID	7283056954
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  Published Date	Nov. 7, 2024, 10:58 a.m.
  Summary	American Express Company Basel III Standardized Approach Pillar 3 Disclosures For the Quarterly Period Ended September 30, 2024 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCL
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  Content ID	2629373
  Key	a9307a10-6677-4b00-95d6-a2beea39bd42
  Content	American Express Company Basel III Standardized Approach Pillar 3 Disclosures For the Quarterly Period Ended September 30, 2024 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 TABLE OF CONTENTS Page Disclosure Index 2 Introduction 3 Scope of Application 4 Capital Structure and Capital Adequacy 5 Capital Management 7 Regulatory Capital Buffers 8 Credit Risk General Disclosures 8 Counterparty Credit Risk for Derivative Contracts 12 Equity Exposures not Subject to the Market Risk Rule 14 Interest Rate Risk for Non-Trading Activities 16 Glossary of Selected Terminology 17 1 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 Disclosure Index Page Reference(s) Disclosure Scope of Application Capital Structure and Capital Adequacy Capital Management Regulatory Capital Buffers Credit Risk General Disclosures Counterparty Credit Risk for Derivative Contracts Securitization Equity Exposures not Subject to the Market Risk Rules Interest Rate Risk for Non-Trading Activities Glossary Description Basis of Consolidation Capital Surplus of Insurance Underwriting Subsidiaries Restrictions on Transfer of Funds or Regulatory Capital Minimum Capital Requirements Regulatory Risk-Based Capital Ratios Components of Regulatory Capital Risk-Weighted Assets Capital Strategy Stress Testing and Capital Planning Regulatory Capital Buffer Requirements and Measurement Risk Management Credit Risk Exposures Card Member Loans and Card Member Receivables Counterparty Credit Risk Limits Derivative Contracts Derivatives Counterparty Credit Risk Mitigation Types of Eligible Collateral Held Collateral Management and Valuation Credit Deterioration Risk Credit Reserves Not applicable. No securitized assets held that meet the securitization criteria outlined in the Final Rule. Equity Investment Valuation Methodologies Realized Gains (Losses) Risk-Weighting Approaches Nature and Types of Exposures Interest Rate Risk for Non-Trading Activities Rate Shock Sensitivity Analysis Glossary of Selected Terminology Third 2023 Annual Pillar 3 Quarter 2024 Form Report on Disclosure 10-Q Form 10-K 4 99 4 4 148-149 4 21-23 13,63,148 5 22 63 5 21-23 63-64 7 22 63 7 62 7 23,29 14,64 8 13-15 8 27,29,73 22,71-78 9 72 11 46-55 105-112 12 132 12 62-64 132-134 13 13 62-63 132 13 13 13 13 56,64-66 116,135 64-66 16 73 35,76 16 76 17 2 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 Introduction Business Overview American Express is a globally integrated payments company, providing customers with access to products, insights and experiences that enrich lives and build business success. Its various products and services are offered globally to diverse customer groups, including consumers, small businesses, mid-sized companies and large corporations. These products and services are offered through various channels, including mobile and online applications, affiliate marketing, customer referral programs, third-party service providers and business partners, direct mail, telephone, in-house sales teams, and direct response advertising. American Express Company and its principal operating subsidiary, American Express Travel Related Services Company, Inc., are bank holding companies under the Bank Holding Company Act of 1956, as amended, subject to supervision and examination by the Board of Governors of the Federal Reserve System (the Federal Reserve). 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. This report should be read in conjunction with the Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the Q3'24 Form 10- Q), our Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Annual Report) and the Consolidated Financial Statements for Holding Companies - FR Y-9C for the quarter ended September 30, 2024 (the FR Y-9C). Some measures of exposures and other amounts disclosed in this report may not be directly comparable to our other public disclosures and may not be comparable to similar measures used by other companies. We file annual, quarterly and current reports as well as other information with the Securities and Exchange Commission (the SEC) and the Federal Reserve. SEC filings are made available to the public from the SEC's website at www.sec.gov and regulatory filings are made available from the Federal Financial Institutions Examination Council's website at http://www.ffiec.gov/nicpubweb/nicweb/NicHome.aspx. Regulatory Capital Standards and Disclosures Since the late 1980s, federal banking regulators' capital adequacy rules have been based on accords agreed to by the Basel Committee on Banking Supervision (the Basel Committee). These frameworks include general risk-based capital rules applicable to all banking organizations based on the 1988 Capital Accord, known as Basel I, and risk- based capital rules applicable to banking organizations having $250 billion or more in total consolidated assets or $10 billion or more in foreign exposures, known as Advanced approaches institutions, based on the advanced internal ratings-based approach for credit risk and the advanced measurement approach for operational risk in the Revised Framework for the International Convergence of Capital Measurement and Capital Standards issued by the Basel Committee in June 2006, known as Basel II. In July 2013, federal banking regulators adopted a final rule substantially revising the general risk-based capital rules previously applicable to banking organizations (Basel I), to make them more risk sensitive while implementing the final framework for strengthening international capital and liquidity regulation, known as Basel III (the Final Rule), released by the Basel Committee in December 2010. The Final Rule became effective for all banking organizations as of January 1, 2015 and has been fully phased-in as of January 1, 2019. The Final Rule also introduced the Standardized approach, a revised measurement of risk-weighted assets effective January 1, 2015, which replaces the Basel I calculation of risk-weighted assets. We began reporting our Basel III Standardized approach capital adequacy standards and regulatory public disclosures (Pillar 3) as of March 31, 2015. 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 depository institutions pursuant to the amendments to the Dodd- Frank Wall Street Reform and Consumer Protection Act of 2010 introduced by the Economic Growth, Regulatory Relief, and Consumer Protection Act. American Express became a Category III bank holding company in the third quarter of 2024 as a result of our total consolidated assets exceeding $250 billion, calculated based on a daily average of total consolidated assets for the four quarters ended June 30, 2024, and thus became subject to heightened capital, liquidity and prudential requirements, which in some cases phase in over applicable transition periods. 3 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 For additional information refer to the "Enhanced Prudential Standards" sections under Part I, Item 2 "Other Matters - Certain Legislative, Regulatory and Other Developments" of the Q3'24 Form 10-Q and Part I, Item 1. "Business - Supervision and Regulation" of the 2023 Annual Report. Pillar 3 Reports and Scope of Application This report contains the required Pillar 3 disclosures as of September 30, 2024, in accordance with the Basel III Standardized approach guidelines of the Final Rule. The disclosures in this report are based on our current understanding of the Final Rule and other factors, which may be subject to change as we receive additional clarification and implementation guidance from regulators relating to the Final Rule, and as the interpretation of the Final Rule evolves over time. This report is prepared in accordance with the Pillar 3 disclosure policy approved by the Risk Committee of our Board of Directors. The disclosure policy addresses controls and procedures associated with the preparation of this report. Certain key terms are defined in the "Glossary of Selected Terminology". Pillar 3 disclosures are made available on our Investor Relations website at http://ir.americanexpress.com. To access these materials, click on the "Pillar 3 Disclosures" link under the caption "Financials" on the Investor Relations homepage. Our Investor Relations website is also accessible through the main website at www.americanexpress.com by clicking on the "Investor Relations" link, which is located at the bottom of our homepage. The Final Rule requires Pillar 3 disclosures for top-tier banking organizations domiciled in the United States with $50 billion or more in total consolidated assets. As a result, this report has been prepared using the consolidated financial statements of American Express Company. Basis of Consolidation The basis of consolidation used for regulatory reporting purposes is the same as that used under the accounting principles generally accepted in the United States of America (GAAP). For additional information on our principles of consolidation see the "Principles of Consolidation" section of the 2023 Annual Report. Capital Surplus of Insurance Underwriting Subsidiaries Our insurance underwriting subsidiaries maintain minimum capital levels as prescribed by their regulators. The Final Rule requires that the prescribed minimum regulatory capital requirements of these insurance underwriting subsidiaries to be aggregated and deducted from our Total capital (50 percent of the minimum is deducted from Tier 1 capital and the remaining 50 percent is deducted from Tier 2 capital). The table presented in the "Components of Regulatory Capital" section provides additional information on the amount of minimum regulatory capital for insurance underwriting subsidiaries deducted from Tier 1 and Tier 2 capital as of September 30, 2024. The aggregate amount of capital in excess of minimum capital requirements related to our insurance underwriting subsidiaries included in Total capital as of September 30, 2024 was $238 million. Restrictions on the Transfer of Funds or Regulatory Capital Certain of our subsidiaries are subject to regulatory restrictions on the transfer of net assets. Procedures exist to transfer net assets between American Express and its subsidiaries, while ensuring compliance with the various contractual and regulatory constraints. For additional information on restricted net assets of subsidiaries, refer to Note 22 "Regulatory Matters and Capital Adequacy" of the 2023 Annual Report. Minimum Capital Requirements As implemented in the United States, the Basel III capital rules establish minimum capital adequacy standards for bank holding companies and their insured depository institution subsidiaries. As of September 30, 2024, the regulatory capital of American Express Company and AENB was above these minimum requirements. 4 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 Capital Structure and Capital Adequacy We report our capital ratios using the Basel III capital definitions and the Basel III Standardized approach for calculating risk-weighted assets. On July 27, 2023, the U.S. federal bank regulatory agencies issued a notice of proposed rulemaking that would significantly revise U.S. regulatory capital requirements for large banking organizations, including American Express Company and AENB. See the "Capital and Liquidity Regulation" section under Part I, Item 1. "Business - Supervision and Regulation" of the 2023 Annual Report. Regulatory Risk-Based Capital Ratios The following table presents Basel III Standardized approach regulatory risk-based capital ratios for American Express and American Express National Bank. Effective Ratios as of Minimum(a) September 30, 2024 Common Equity Tier 1 7.0 % American Express Company 10.7 % American Express National Bank 11.6 Tier 1 8.5 11.4 American Express Company American Express National Bank 11.6 Total 10.5 % 13.4 American Express Company American Express National Bank 13.2 % Represents Basel III minimum risk-based capital ratios, plus applicable regulatory buffers as defined by the federal banking regulators. The effective minimum for American Express Company reflects the inclusion of a stress capital buffer (SCB) of 2.5 percent and the effective minimum for AENB reflects inclusion of a capital conservation buffer (CCB) of 2.5 percent. Refer to the "Regulatory Capital Buffers" section for additional information. We elected to delay the recognition of $0.7 billion of reduction in regulatory capital from the adoption of the Current Expected Credit Loss (CECL) methodology for two years, followed by a three-year phase-in period at 25 percent once per year beginning January 1, 2022, pursuant to rules issued by federal banking regulators (the CECL final rules). As of January 1, 2024, we have phased in 75 percent of such amount. We continue to include accumulated other comprehensive income (loss) in regulatory capital. For additional information on regulatory risk-based capital ratios, including definitions, refer to the "Consolidated Capital Resources and Liquidity" sections of the Q3'24 Form 10-Q and the 2023 Annual Report. Components of Regulatory Capital American Express maintains a range of capital instruments to meet its regulatory capital requirements and to maintain a strong capital base. These capital instruments include common stock, non-cumulative perpetual preferred stock and subordinated debt. For additional information on regulatory capital, refer to the "Consolidated Capital Resources and Liquidity" sections of the Q3'24 Form 10-Q and the 2023 Annual Report. 5 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 Common Stock Our common stock is listed on The New York Stock Exchange under the trading symbol AXP. As of September 30, 2024, common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan shares was $9.9 billion. Under the Final Rule, our common stock qualifies as Common Equity Tier 1 (CET1) capital. For additional information on our common shares refer to Note 16 "Common and Preferred Shares" of the 2023 Annual Report. Preferred Stock As of September 30, 2024, we had outstanding $1.6 billion of non-cumulative perpetual preferred shares (the Series D Preferred Shares). For additional information on our preferred shares refer to Note 16 "Common and Preferred Shares" of the 2023 Annual Report. Subordinated Debt As of September 30, 2024, we had $1.75 billion of eligible subordinated notes which includes $500 million subordinated debt issued in April 2024, $500 million subordinated debt issued in July 2023, and $750 million subordinated debt issued in May 2022. The following table presents a reconciliation of total common shareholders' equity (included in Total shareholders' equity in our Consolidated Balance Sheets) to regulatory Total capital as of September 30, 2024. (Millions) September 30, 2024 Common stock and related surplus (a) $ 9,852 Retained earnings 21,466 Accumulated other comprehensive income (loss) (3,195) Total common shareholders' equity 28,123 Add: CECL Transition(b) 164 Less: Goodwill net of associated deferred tax liabilities (DTLs) Intangible assets, net of associated DTLs Ineligible deferred tax assets (DTAs) Other adjustments CET1 capital Additional Tier 1 capital before deductions (c) Less: Tier 1 deductions (d) Tier 1 capital 3,509 46 85 (1) 24,648 1,580 22 26,206 Tier 2 capital before deductions (e) 4,658 Less: Tier 2 deductions (d) 22 Tier 2 capital 4,636 Total capital $ 30,842 Amount is composed of $11,436 million of Common Stock and related surplus reported on our Consolidated Balance Sheets, less $1,584 million of Preferred Stock and related surplus, net of issuance costs which is considered as Tier 1 capital under the Final Rule. Effective January 1, 2022, the cumulative $656 million CECL capital benefit recognized as of December 31, 2021 will be phased out at 25% per year over a three-year period. As of September 30, 2024, CET1 capital reflected the remaining 25%, or $164 million, benefit associated with the CECL capital transition provisions. Amount is composed of $1,584 million of Preferred Stock including related surplus, net of issuance costs and ($4) million of Minority Interest. Represents capital deduction for 50 percent of the minimum regulatory capital of insurance underwriting subsidiaries. Amount is composed of $2,908 million of adjusted allowance for credit losses and $1,750 million of Subordinated Notes recognized in regulatory capital. 6 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 Risk-Weighted Assets Our assets and some of our specified off-balance sheet commitments and obligations are assigned to various risk categories for purposes of calculating the required regulatory risk-based capital ratios. The Final Rule amends and replaces the prior risk-weighting categories used to calculate Basel I risk-weighted assets with a broader array of risk weighting categories that are intended to be more risk sensitive and may result in higher risk weights. The following table presents the Basel III Standardized approach risk-weighted assets by exposure type, as prescribed by the Final Rule and relevant to us, as of September 30, 2024. (Millions) September 30, 2024 Consumer and small business loans and receivables $ 179,992 Corporate exposures(a) 25,832 Equity exposures(b) 3,998 Exposures to depository institutions, foreign banks, and credit unions 2,804 Loans and receivables greater than 90 days past due or on non-accrual(c) 1,989 Exposures to sovereign entities 330 Exposures to public sector entities(d) 44 Other(e) 14,866 Total risk-weighted assets $ 229,855 Primarily composed of loans and receivables due from corporate Card Members. Refer to the "Equities Not Subject to the Market Risk Rule" section for details on the composition of our equity exposures. Primarily composed of loans and receivables due from consumer and small business Card Members greater than 90 days past due. Primarily composed of investments in municipal and state bonds, Community Reinvestment Act (CRA) investments and loans due from public sector Card Members. Primarily composed of DTAs, Other receivables, Prepaid assets, and Premises & equipment. Capital Management We 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 banks (collectively, banking organizations) have adequate capital given the level of assets and off-balance sheet obligations, and to minimize disincentives for holding liquid assets. Capital Strategy For information on our capital strategy, refer to the "Capital Strategy" section under "Consolidated Capital Resources and Liquidity" section of the 2023 Annual Report. Stress Testing and Capital Planning We participated in the Federal Reserve's supervisory stress tests in 2024. We submitted our annual capital plan to the Federal Reserve in April 2024. On August 28, 2024, the Federal Reserve confirmed our SCB of 2.5 percent, which resulted in a minimum CET1 ratio of 7 percent, effective from October 1, 2024 to September 30, 2025. For additional information on Stress Testing and Capital Planning, refer to the "Stress Testing and Capital Planning" section under Part I, Item 1. "Business - Supervision and Regulation" of the 2023 Annual Report. 7 AMERICAN EXPRESS COMPANY BASEL III STANDARDIZED APPROACH PILLAR 3 DISCLOSURES For the Quarterly Period Ended September 30, 2024 Regulatory Capital Buffers The CCB and SCB requirements were established by the federal banking regulators to improve capital conservation and encourage banking institutions to hold sufficient capital to reduce the risk that their capital levels would fall below regulatory minimums during periods of financial stress. Regulatory Capital Buffer Requirements and Measurement American Express and AENB must each maintain CET1 capital, 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, American Express is subject to the SCB composed entirely of CET1 capital with a floor of 2.5 percent and AENB is subject to a static 2.5 percent 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. A bank holding company's SCB requirement is effective on October 1 of each year and will remain in effect through September 30 of the following year. As a result, the effective minimum ratios for American Express (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 capital, Tier 1 capital and Total capital ratios, respectively. Banking organizations whose ratios of CET1 capital, 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. As of September 30, 2024, all of our regulatory capital ratios were above the required thresholds and as a result we are not subject to restrictions or limitations on capital distributions and discretionary bonus payments to executive officers as of September 30, 2024. For details of our minimum ratio requirements as compared to our current regulatory capital ratios refer to 'Regulatory Risk-Based Capital Ratios' within the 'Capital Structure and Capital Adequacy' section. Credit Risk General Disclosures We define credit risk as loss due to default or changes in the credit quality of a customer, obligor or security. Our credit risks are divided into two broad categories: individual and institutional. Individual credit risk arises from the consumer and small business charge cards, credit cards, and term loans. Institutional credit risk arises principally within our Commercial Services, International Card Services and Global Merchant and Network Services businesses, as well as investment and liquidity management activities. Risk Management The "Risk Management" section of the 2023 Annual Report includes additional information on our overall risk management policies and objectives. For a discussion on our risk management processes relating to credit risk, counterparty credit risk and interest rate risk refer to the "Governance", "Credit Risk Management Process" and "Market Risk Management Process" sections of the 2023 Annual Report. Overall risk management policies and procedures are discussed in the "Governance" section of the 2023 Annual Report. This section includes additional information on our comprehensive Enterprise Risk Management program which we use to identify, aggregate, monitor, measure, report, and manage risks. The program also defines our risk appetite, governance, culture and capabilities. Credit risks are discussed in the "Credit Risk Management Process" section of the 2023 Annual Report. This section provides additional information on the nature of our credit risks, both individual and institutional, as well as a discussion on the overall risk management structure, objectives and processes relating to these risks. Interest rate risks are discussed in Item 3 "Quantitative and Qualitative Disclosures about Market Risk" of the Q3'24 Form 10-Q and "Risk Management - Market Risk Management Process" section of the 2023 8
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