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American Express Company (American Express), incorporated in 1965, is a global service company. Its principal products and services are charge and credit payment card products and travel-related services offered to consumers and businesses worldwide. The Company operates in four segments: U.S. Card Services, International Card Services, Global Commercial Services (GCS) and Global Network & Merchant Services (GNMS). Corporate functions and auxiliary businesses, including the Company’s Enterprise Growth Group, publishing business and other company operations, are included in Corporate & Other. American Express and its principal operating subsidiary, American Express Travel Related Services Company, Inc. (TRS), are bank holding companies. During 2011, American Express completed the integration of Accertify Inc. During 2011, it acquired a controlling interest in Loyalty Partner, which is a marketing services company operating in Germany, Poland and India.

American Express’s range of products and services includes Charge and credit card products, Expense management products and services, Consumer and business travel services, Stored value products, such as Travelers Cheques and other prepaid products, Network services, merchant acquisition and processing, servicing and settlement, and point-of-sale, marketing and information products and services for merchants, and fee services, including market and trend analyses and related consulting services, fraud prevention services, and the design of customized customer loyalty and rewards programs. The Company is focused on generating alternative sources of revenue on a global basis in areas, such as online and mobile payments and fee-based services. Its 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 direct mail, online applications, in-house and third-party sales forces and direct response advertising.

American Express’s products and services generate discount revenue, net card fees, travel commissions and fees, other commissions and fees, other revenue and interest and fees on loans. Other revenue represents insurance premiums earned from cardmember travel and other insurance programs, revenues arising from contracts with Global Network Services’ partners (including royalties and signing fees), publishing revenues and other miscellaneous revenue and fees. Interest and fees on loans principally represent interest income earned on outstanding balances and card fees related to the cardmember loans portfolio. It provides charge and credit cards to consumers, small businesses and 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 (collectively, Cards). American Express Cards permit cardmembers (Cardmembers) to charge purchases of goods and services in countries worldwide. As of December 31, 2011, the Company had total worldwide Cards-in-force of 97.4 million (including Cards issued by third parties).

Global Network & Merchant Services

The GNMS segment operates a global payments network that processes and settles proprietary and non-proprietary card transactions. GNMS acquires merchants and provides point-of-sale products, multi-channel marketing programs and capabilities, services and data. It provides automated teller machine (ATM) services 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. The majority of Cards bearing its logo are issued by its principal operating subsidiary, TRS, by the Company’s United States banking subsidiaries, American Express Centurion Bank (Centurion Bank) and American Express Bank, FSB (AEBFSB), and by other operating and banking subsidiaries outside the United States. In addition, the Company’s Global Network Services (GNS) business establishes and maintains relationships with banks and other institutions worldwide that issue Cards and, in certain countries, acquire local merchants on the American Express network.

The GNS business has established 139 Card-issuing and/or merchant-acquiring arrangements with banks and other institutions in 155 countries. During the year ended December 31, 2011, GNS signed 11 new partners to issue Cards and/or acquire merchants on the American Express network, including new card-issuing partnerships with the Bank of China, the Korea Exchange Bank, the First National Bank of Omaha and a card-issuing subsidiary of Isetan Mitsukoshi Group. GNS also supported existing partners in launching approximately 69 new products, during 2011, bringing the total number of American Express-branded GNS partner products to over 1,000. New products launched, during 2011, include the first American Express-branded contactless credit Cards in the United Kingdom from MBNA Europe Bank Ltd.; the Diamond Awards American Express Card from Commonwealth Bank of Australia; the Maybankard 2 American Express Credit Card with Maybank in Malaysia; the ICBC Platinum American Express Card with the Industrial and Commercial Bank of China; The Platinum Card and the Costco Samsung American Express Card, both launched by Samsung Card in Korea, and the Bradesco American Express Card and the American Express Business Card with Banco Bradesco in Brazil.

The Company’s GNS arrangements fall into the three main categories: Independent Operator (IO) Arrangements, Network Card License Arrangements (NCL) and Joint Venture (JV) Arrangements. As of December 31, 2011, American Express had 67 of the IO arrangements worldwide. IO bank partners are licensed to issue local currency Cards in their countries, including the American Express classic Green, Gold and Platinum Card. In addition, the majority of these partners serve as the merchant acquirer and processor for local merchants. American Express retains the relationship with multinational merchants. GNS generates revenues in IO arrangements from card licensing fees, royalties on cardmember billings, foreign exchange conversion revenue, royalties on charge volume at merchants, share of discount revenue and, in some partnerships, royalties on net spread revenue or royalties on cards-in-force. Countries where the Company has entered into IO arrangements include Brazil, Russia, Indonesia, Turkey, Ecuador, Colombia, South Korea, Malaysia, Croatia, Peru, Portugal and Vietnam.

As of December 31, 2011, the Company had 68 of NCL arrangements in place worldwide. In an NCL arrangement, it grants the third-party institution a license to issue American Express-branded Cards. The NCL issuer owns the customer relationships for all Cards it issues, provides customer service to its Cardmembers, authorizes transactions, manages billing and credit, is responsible for marketing the Cards, and designs Card product features (including rewards and other incentives for Cardmembers). The Company operates the merchant network, route and process Card transactions from the merchant’s point of sale through submission to the issuer, and settle with issuers. The NCL is the type of arrangement it has implemented with banks in the United States, United Kingdom, Australia and Japan. NCL arrangements include the Company’s relationships with Bank of America in the United States, Lloyds TSB Bank in the United Kingdom and Westpac Banking Corporation in Australia.

American Express has utilized the JV type of arrangement in Switzerland and Belgium, as well as in other countries. In these countries, it joins with a third party to establish a separate business in which the Company has a significant ownership stake. The JV signs new merchants to the American Express network and issues local and the United States dollar-denominated currency Cards that carry its logo. The Company’s subsidiary, American Express Overseas Credit Corporation Limited, purchases Card receivables from certain of the GNS JVs from time to time. American Express operates a Global Merchant Services (GMS) business, which includes signing merchants to accept Cards, accepting and processing Card transactions, and settling with merchants that accept Cards for purchases made by Cardmembers with Cards (Charges). It also provides marketing information and other programs and services to merchants.

During 2011, the Company added third-party agents to service its small- and medium-sized merchants in the United States. Under this program, third-party service agents provide payment processing services to merchants on its behalf for Card transactions, while it retains the acceptance contract with participating merchants, manages the merchant pricing process, and receives the same transactional information it has received through its closed-loop network. In June 2011, American Express announced the United States - wide rollout of its partnership with foursquare that allows Cardmembers to access special merchant offers through the location-based mobile platform. Merchant offers initially included retailers H&M and Sports Authority and some restaurants owned by the Union Square Hospitality Group (such as Union Square Cafe, Blue Smoke and The Modern). Since the launch of the partnership, additional merchants, such as Diane von Furstenberg and Dunkin’ Donuts have offered deals via the American Express-foursquare partnership.

U.S. Card Services

The Company’s United States banking subsidiaries, Centurion Bank and AEBFSB, issue a range of Card products and services to consumers and small businesses in the United States. Its consumer travel business, which provides travel services to Cardmembers and other consumers, complements its core Card business, as does its Global Payment Options (GPO) business. American Express offers individual consumer charge Cards, such as the American Express Card, the American Express Gold Card, the Platinum Card and the Centurion Card, as well as ZYNC from American Express. It also offers revolving credit Cards, such as Blue from American Express, the Blue Cash Everyday Card from American Express and Blue Sky from American Express. In addition, American Express offers a range of Cards sponsored by and co-branded with other corporations and institutions, such as the Delta SkyMiles Credit Card from American Express, TrueEarnings Card exclusively for Costco members, Starwood Preferred Guest Credit Card and JetBlue Card from American Express. During 2011, billed business from charge Cards consisted of 59% of total U.S. Card Services billed business. American Express also offers deposit products directly to consumers through Personal Savings from American Express.

American Express’s charge Cards, which carry no preset spending limits, are primarily designed as a method of payment and not as a means of financing purchases of goods or services. The charge Cards also offer several ways for eligible United States Cardmembers to pay off certain of their purchases over time. The Sign & Travel feature permits eligible United States Cardmembers to extend payment for airline tickets, cruise ship tickets and other travel items purchased with its charge Cards. The Extended Payment Option permits eligible United States Cardmembers to extend payment for eligible Charges above a certain dollar amount. The Company offers a range of revolving credit Cards. These Cards have a range of different payment terms, interest rate and fee structures, rewards programs and Cardmember benefits. Revolving credit Card products, such as Blue from American Express, the Blue Cash Everyday Card from American Express and Blue Sky from American Express, provide Cardmembers to pay their bill in full each month or carry a monthly balance on their Cards to finance the purchase of goods or services.

During 2011, American Express launched two new products in the Blue Cash card family: Blue Cash Everyday and Blue Cash Preferred. Both Cards offer cash-back features and Blue Cash Preferred has an annual fee, which supports the diversification of revenue streams in this portfolio. It also launched a new rewards program for the Blue Cash card family that allows Cardmembers to earn rewards that can be redeemed anytime for cash back in the form of a statement credit, gift cards and merchandise. The Company issues Cards under co-brand agreements with selected commercial firms in the United States. During 2011, the Company launched two new co-branded Card products designed for Mercedes-Benz drivers and enthusiasts: the Mercedes-Benz Credit Card from American Express and the Platinum Card from American Express Exclusively for Mercedes-Benz. During 2011, it also introduced several new features on its existing co-branded Card products. The Company introduced the Delta Priority Boarding benefit, which allows Gold, Platinum or Reserve Delta SkyMiles Credit Card Cardmembers to priority board on Delta flights, as well as savings on eligible in-flight purchases on Delta Air Lines-operated flights.

On certain Cards, the Company charges an annual fee that varies based on the type of Card and the number of Cards for each account. American Express also offers revolving credit Cards on which it assesses finance charges for revolving balances. Depending on the product, American Express may also charge Cardmembers an annual program fee to participate in the Membership Rewards programs and fees for account performance or for certain services. The United States Membership Rewards program has over 150 redemption partners and features over 500 merchandise brands. For those Cardmembers with American Express Cards, such as Blue from American Express and ZYNC from American Express, the Company has the Membership Rewards Express program. American Express charges Cardmembers with American Express Green and Gold Cards have the Membership Rewards program. Platinum Card members and Centurion Cardmembers are enrolled in the Membership Rewards First program.

During 2011, the Company added a number of new redemption partners across several categories, such as dining and entertainment (OpenTable), retail (Recreational Equipment, Inc.) and travel (Four Seasons Hotels & Resorts). Throughout the world, American Express’s Cardmembers have access to a variety of fee-free and fee-based special services and programs, depending on the type of Cards they have. These special services and programs include membership rewards program, global assist hotline, car rental loss and damage insurance, extended warranty, purchase protection, return protection, emergency card replacement, manage card account online, online year-end summary and roadside assistance. Special services and programs also include advance ticket sales, event ticket protection plan, automatic flight insurance, premium baggage protection, American Express travel insurance, creditsecure, account protector, fraud protection guarantee, my credit score and report, identity theft assistance, id protect from American Express, platinum office program, online money manager and exclusive access to cardmember events. In addition to the Company’s United States Consumer Card business, through AEBFSB, the Company is also a payment card issuer for small businesses.

American Express Credit Corporation, a wholly owned subsidiary of TRS, along with its subsidiaries (Credco), acquires or finances the majority of charge Card receivables arising from the use of corporate Cards issued in the United States and consumer and corporate Cards issued in certain currencies outside the United States. Credco funds the acquisition or financing of receivables principally through the sale of medium- and long-term notes. Centurion Bank and AEBFSB finance their revolving credit receivables and consumer and small business charge card receivables, in part, through the sale of medium-term notes and by accepting consumer deposits in the United States. TRS, Centurion Bank and AEBFSB also fund receivables through asset securitization programs. Centurion Bank and AEBFSB accept deposits from individuals through third-party brokerage networks, and AEBFSB accepts deposits directly from consumers.

The American Express United States Consumer Travel Network provides travel, financial and Cardmember services to consumers through American Express-owned travel service offices, call centers, participating American Express Representatives (independently owned travel agency locations that operate under the American Express brand) and the Consumer Travel Web site. American Express United States Consumer Travel Network through its Platinum Travel Services and Centurion Travel Services service the needs of its premium Cardmembers and support the exclusive travel benefits that the Company provides for them. These exclusive travel benefits include the International Airline Program, which offers an international first- and/or business-class companion ticket offer on qualifying tickets with 23 airlines, and the Fine Hotels & Resorts program, which is a luxury hotel program offering room upgrades and value-added amenities.

The Consumer Travel business operates a wholesale travel business in the United States through the Company’s Travel Impressions subsidiary. American Express’s wholesale travel business manages and operates American Express Vacations, sold exclusively through the American Express Consumer Travel Network in the United States and its Membership Travel Services International Group internationally. Travel Impressions also distributes travel packages through other retail travel agents and private label brands for third parties in the United States.

American Express’s Consumer Travel Website, americanexpress.com/travel, offers a range of travel rates and discounts on airfares, hotels, car rentals, last-minute deals, cruises and full vacation packages. The Website offers American Express Cardmember benefits, such as double Membership Rewards points, an American Express Travel Office locator, Travel Specialist finder tools and travel planning resources and destination content. In addition, Cardmembers are able to Pay with Points by redeeming Membership Rewards points for some categories of travel through its Website, as well as through its call centers and Travel Offices. During 2011, the Company signed an agreement with Orbitz Worldwide, LLC, a wholly owned subsidiary of Orbitz Worldwide, Inc.

International Card Services

The Company issues its charge and credit Cards in numerous countries worldwide. During 2011, it announced or launched several new co-branded products, including a suite of co-brand Cards in partnership with Virgin Australia, a new Costco credit Card in the United Kingdom and a new Delta Air Lines co-brand credit Card in Japan. The Company offers many of the same programs and services in its international Card-issuing business as it does in its United States issuing business. In the United States, American Express offers various flexible payment options similar to its Sign & Travel program and its Extended Payment Option to Cardmembers in several countries outside the United States. Also, as in the United States, it issues Cards internationally under distribution agreements with financial services institutions.

American Express has more than 1,300 redemption partners across its international business, with an average of approximately 75 partners in each country; approximately 25% of these partners are in the travel industry. Cardmembers can redeem their points with more than 35 airlines and over 175 hotels. Its redemption options include travel, retail merchandise, entertainment, shopping and recreation gift certificates, experiences, financial services and charity rewards. During 2011, the Company launched, through Loyalty Partner, the Payback program in India. Membership Travel Services International provides travel and concierge services to its Platinum and Centurion Customers, through 25 call centers in 23 international countries. In addition, Membership Travel Services operates 16 Travel Service Offices in Mexico, Italy and Argentina to provide all Cardmembers with travel and general card service assistance.

Global Commercial Services

In the Company’s GCS segment, American Express provides expense management services to companies and organizations worldwide through its Global Corporate Payments (GCP) and Global Business Travel businesses. American Express is a provider of corporate payment solutions and is a global travel management company for businesses. During 2011, the Company added or retained several major Corporate Payments and Business Travel clients in the United States and internationally, including among others Accenture, AstraZeneca, Boston Scientific, British Telecom, Chrysler, Hewlett-Packard, Lord & Taylor, Microsoft, Siemens and Yahoo!. GCS offers a range of expense management products and services to companies worldwide, including Corporate Card Programs; a suite of business-to-business (B2B) payment solutions, and a variety of business travel-related products, services and solutions.

Corporate Card Programs offering includes corporate cards, corporate meeting cards and business travel accounts (BTAs). B2B Payment Solutions include corporate purchasing card, vpayment and buyer-initiated payments. Business travel-related products, services and solutions include travel services, supplier relations, meetings and events and advisory services. Global Corporate Payments (GCP) offers a range of expense management solutions to companies worldwide through its Corporate Card Programs and Business-to-Business Payment Solutions. The American Express Corporate Card is a charge card that individuals may obtain through a corporate account established by their employer for business purposes. The Company uses its direct relationships with merchants to offer Corporate Card clients superior data about company spending, as well as streamlined dispute resolution. It issues local currency Corporate Cards in 44 countries and international dollar/euro Corporate Cards in 120 countries. American Express also offers Corporate Cards issued through its GNS partner relationships in an additional 30 countries. During 2011, it introduced international dollar/euro Corporate Cards in an additional 12 countries and launched a European Enhanced Business Travel Accounts product for its global and multinational clients.

As of December 31, 2012, American Express had 14 Corporate Card co-brand partnerships worldwide. GCP offers the Savings at Work Program to mid-sized companies in the United States, as well as similar programs globally, which provides companies with cash back and/or discounted pricing on everyday business products and services, such as car rentals, hotels, restaurants and courier services. American Express also offers a series of B2B Payment Solutions to help companies manage B2B spending. Buyer Initiated Payments (BIP) allows American Express to pay B2B suppliers electronically on behalf of its clients. During 2011, the Company launched BIP Express, a Web-hosted version of BIP. American Express Global Business Travel provides globally integrated solutions, both online and offline, as well as through mobile applications, to help organizations manage their travel investments and service their traveling employees.

With clients ranging from small businesses to multinational and global corporations, these solutions include travel reservation advice and transaction processing through a global network that is available 24 hours per day; travel expense management policy consultation; meeting management, supplier negotiation and consultation; advisory services, management information reporting, business intelligence, data analysis, research and benchmarking; group and incentive travel services; policy control advice, and mobile applications. During 2011, the Company launched several new programs to support its corporate clients. These programs include solutions designed to provide its clients with savings, control, services and traveler care. American Express also launched OPEN Business Travel, which is an online travel booking tool designed specifically for OPEN small business Cardmembers.

Corporate & Other

Corporate & Other consists of corporate functions and auxiliary businesses, including the Company’s Enterprise Growth Group, the Company’s publishing business, as well as other company operations. The Enterprise Growth Group consists of three core business units: Online and Mobile, Fee Based Services and Global Payment Options, formerly Global Prepaid. LoyaltyEdge and Foreign Exchange Services, formerly Global Foreign Exchange Services, are managed by Enterprise Growth. The group also includes the corporate development function, such as the Company’s mergers and acquisitions group, as well as Serve Virtual Enterprises, Inc. (Serve), formerly Revolution Money. The Online and Mobile business unit is responsible for developing new online and mobile payment capabilities and associated services. During 2011, the Company launched Serve in the United States to deliver more alternative payment options. Serve is a new digital software-based platform where consumers can spend, send and receive money, and make person-to-person payments online at serve.com, via mobile phones and at merchants that accept American Express Cards. Serve unifies multiple payment options into a single account that can be funded from a bank account, debit, credit or charge card, or by receiving money from another Serve account.

The Fee Based Services team is responsible for supporting its LoyaltyEdge offering, a new business line that assists partners, such as Delta Air Lines. During 2011, the Company launched the exclusive online retail site, www.venteprivee.com, which is a joint venture between American Express and vente-privee.com. GPO offers a range of prepaid and foreign exchange services (FES) and products worldwide, including both reloadable and non-reloadable prepaid payment products. The American Express Gift Card is available in over 100,000 locations in the United States and Canada. GPO also offers in the United States a variety of prepaid Cards, including rebate, incentive and reward products, as well as prepaid reloadable Cards marketed through various channels and to various segments. The Company sells American Express Travelers Cheque (Travelers Cheque or Cheque). Travelers Cheques are available in the United States dollars and four foreign currencies, including euros. It also issues and sells other forms of paper Travelers Cheques, including American Express Gift Cheques (Gift Cheques), which are available in the United States and Canadian dollars. American Express also issues general purpose reloadable prepaid travel cards in different denominations in Australia, Brazil and South Africa.

American Express sells American Express prepaid products through a variety of channels globally, including sales directly to customers via the Internet. Travelers Cheques and Gift Cheques are sold primarily through a network of selling outlets across multiple countries, including American Express travel offices, third-party financial institutions and select independent agents. Gift cards are available at americanexpress.com, in malls and retail locations and in bank branches. Reloadable prepaid products are available in certain retail channels, as well as online in the United States. The FES of GPO consists of retail and wholesale foreign exchange services and the FX International Payments service. Other than in Australia and Singapore, where it operates foreign exchange offices in city locations and through selected partner locations, the Company concentrates its retail foreign exchange business in key international airports, such as multiple airport locations in Europe (London Heathrow, Edinburgh, Glasgow, Madrid, Vienna, Geneva and Nice). During 2011, it announced the expansion of its airport portfolio to include Birmingham (the United Kingdom), Copenhagen and Boston Logan international airports.

The Company’s online FX International Payments service allows companies and financial institutions (and consumers, in the case of Australia) to make cross-border payments in foreign currencies. Through American Express Publishing, the Company produces luxury lifestyle magazine brands, such as Travel + Leisure, Food & Wine, Departures and Executive Travel; a variety of travel, cooking, wine, time management and financial books and products; international editions of its titles; digital and mobile content; luxury-marketing events, and custom print and online programs for clients. The Global Services Group (Global Services) consists of world service, global business services, global credit administration (GCA) and technologies. The Company’s United States and international service organizations have been consolidated under World Service.

The Global Business Services division consists principally of procurement, real estate, human resources processing, and financial processing. GCA is responsible for the end-to-end management of the Company’s credit, collections and fraud operations worldwide. As of December 31, 2011, customers had enrolled approximately 30 million Cards globally in the Company’s online account management capability known as the Manage Your Card Account service. The Company has an online presence in 27 countries worldwide, including the United Kingdom, Australia, Italy, France, Mexico and Japan.

The Company competes with Visa Inc. (Visa), MasterCard International, Inc. (MasterCard), Discover Financial Services, Discover, JCB, China UnionPay, PayPal, Citibank, Bank of America, JPMorgan Chase, Capital One Financial, HSBC, Banco Santander, U.S. Bank, and Google Wallet.