AMERICAN EXPRESS CO — Annual Report 2012

Jun 28, 2012

11-K 1 d370648d11k.htm FORM 11-K Form 11-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-7657

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

AMERICAN EXPRESS COMPANY

World Financial Center

200 Vesey Street

New York, New York 10285

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Financial Statements and Supplemental Schedule

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	Page
Report of Independent Registered Public Accounting Firm	1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of December 31, 2011 and 2010	2
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31,
2011	3
Notes to the Financial Statements	4
SUPPLEMENTAL SCHEDULE *
Schedule H, Line 4i—Schedule of Assets (Held at End of Year) as of December 31,
2011	19
Signature	35
Exhibit Index	E-1
Ex-23.1

• Other supplemental schedules required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, as amended, have been omitted because they are not applicable or not required.

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Report of Independent Registered Public Accounting Firm

To the Participants and Employee Benefits Administration Committee of

American Express Retirement Savings Plan:

In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of American Express Retirement Savings Plan (the “Plan”) at December 31, 2011 and 2010, and the changes in net assets available for benefits for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2011 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

June 28, 2012

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2011 and 2010

(Thousands)	2011	2010
Assets
Investments, at fair value:
Money market funds	$ 36,040	$ 35,739
Common stocks	1,410,079	1,424,778
Fixed income securities	344	—
Common/collective trusts	123,342	116,563
Mutual funds	1,039,260	1,028,509
Stable Value fund	625,118	573,100
Total investments, at fair value	3,234,183	3,178,689
Due from brokers	1,830	634
Cash (non-interest bearing)	145	75
Receivables:
Notes receivable from participants	102,610	99,641
Investment income accrued	1,434	834
Employer contributions:
Profit sharing	58,694	45,508
Other than profit sharing	26,944	26,608
Employee contributions	3,857	3,719
Total Assets	3,429,697	3,355,708
Liabilities
Due to brokers	507	1,608
Accrued expenses	2,446	882
Total Liabilities	2,953	2,490
Net assets reflecting investments at fair value	3,426,744	3,353,218
Adjustment from fair value to contract value for fully-benefit responsive investment contracts	(21,906)	(18,824)
Net assets available for benefits	$ 3,404,838	$ 3,334,394

See accompanying notes to the financial statements .

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2011

(Thousands)	2011
Contributions
Employer
Profit sharing	$ 58,702
Other than profit sharing	121,111
Employee	140,414
Rollovers	8,165
Total contributions	328,392
Investment income
Net depreciation in fair value of investments	(12,943)
Interest and dividends	24,069
Total investment income	11,126
Interest on notes receivable from participants	3,801
Total additions to net assets	343,319
Withdrawal payments	(272,875)
Net increase in net assets available for benefits	70,444
Net assets available for benefits at beginning of year	3,334,394
Net assets available for benefits at end of year	$ 3,404,838

See accompanying notes to the financial statements .

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

1. Description of the Plan

General

The American Express Retirement Savings Plan (the “Plan”), which became effective June 11, 1973, is a defined contribution pension plan. Under the terms of the Plan, regular full-time and certain part-time employees of American Express Company and its participating subsidiaries (the “Company”) can make elective contributions to the Plan beginning as soon as practicable after their date of hire and are eligible to receive Company contributions, if any, upon completion of one year of service. Effective January 1, 2012, eligibility for Company contributions was reduced to six months of service.

The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The following is not a comprehensive description of the Plan, and therefore does not include all situations and limitations covered by the Plan. The Plan Document should be referred to for more complete information. In the event of a conflict between the following description and the Plan Document, the Plan Document shall control.

Administration

Wells Fargo Bank, N.A. is the Trustee and Recordkeeper for the Plan. The Plan is administered by the Company’s Employee Benefits Administration Committee (the “EBAC”) and the Company’s Retirement Savings Plan Investment Committee (the “RSPIC”). The Plan Document requires that the American Express Company Stock Fund be offered as an investment option. The RSPIC has the power to select the other investment options available under the Plan and the manner in which certain investments of the Plan are invested. Subject to Plan limits, the RSPIC has the power to appoint investment managers to make investment decisions. The members of the EBAC are appointed by the Chief Executive Officer as authorized by the Compensation and Benefits Committee of the Board of Directors of the Company. Under the terms of the Plan Document, the members of the RSPIC are appointed by the Vice President, Global Benefits.

Compensation

The participant compensation (commonly referred to as “total pay”) that is used in the calculation of Plan contributions generally includes an employee’s base pay plus overtime, shift differentials, and most commissions and incentives. For participants above certain salary grades, as defined by the Plan, total pay does not include any incentive pay which, in the aggregate, is in excess of one times their base salary when calculating Company contributions.

For purposes of the Plan, compensation is limited to a participant’s regular cash remuneration up to a maximum of $245,000 in both 2011 and 2010, before tax deductions and certain other withholdings.

Contributions

The Plan currently provides for the following contributions:

Elective Contributions

Each pay period, participants may make before-tax contributions, Roth contributions (effective for pay periods beginning on or after October 10, 2011) and after-tax contributions up to 10% of eligible compensation, or a combination, not to exceed 80% of their total pay, to the Plan through payroll deductions. Roth contributions were introduced to the Plan as a special kind of after-tax contribution that is subject to most of the same rules as before-tax contributions. The Internal Revenue Code (the “Code”) imposes a limitation that is adjusted annually for cost of living increases on participants’ before-tax and Roth contributions to plans which are qualified under Code Section 401(k) and other specified tax favored plans. For both 2011 and 2010, this limit was $16,500 for participants under age 50 and $22,000 for participants over age 50. The Plan complied with nondiscrimination requirements under the Code during 2011 and 2010 by utilizing the safe harbor design for deferrals and matching contributions in accordance with Sections 401(k)(12) and 401(m)(11) of the Code.

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

Company Matching Contributions

The Company matches 100% of a participant’s before-tax contributions and/or Roth contributions up to 5% of total pay after a participant’s completion of one year of service. Effective January 1, 2012, eligibility for Company contributions was reduced to six months of service.

Profit Sharing Contributions

Upon a participant’s completion of one year of service (six months of service, effective January 1, 2012), additional Company contributions up to 5% of a participant’s total pay may be made annually at the Company’s discretion which can be based, in part, on the Company’s performance. Participants must be employed on the last working day of the Plan year (or be disabled under the terms of the Plan) to be eligible for any profit sharing contributions made for that plan year. Profit sharing contributions to eligible participants are made regardless of whether the eligible participant contributes to the Plan. Profit sharing contributions for employees other than eligible Global Business Travel participants comprised 3.25% and 2.75% of participant total pay in 2011 and 2010, respectively. Eligible Global Business Travel participants received profit sharing contributions equal to 2.00% of their total pay in 2011 and 1.00% of their total pay in 2010.

Qualified Non-elective Contribution

The Company may make Qualified Non-elective Contributions (“QNEC”). A QNEC is a discretionary, fully vested contribution. The Company may designate all or part of a Company profit sharing contribution as a QNEC. Alternatively, the Company may, in its sole discretion, make an additional contribution designated as QNEC. Any QNECs are fully vested when made and distributable only under circumstances that permit distributions of before-tax contributions or Roth contributions (excluding hardship withdrawals). QNECs may be allocated as a uniform percentage of eligible compensation for designated employees and may be restricted to only such employees employed on the last day of the plan year. Alternatively, the Company may direct that QNECs be allocated among specifically designated non-highly compensated employees in varying percentages of compensation as permitted by law.

Conversion Contributions

For eligible employees on the Company’s United States payroll or on unpaid leave of absence on July 1, 2007 and who generally commenced service prior to April 1, 2007, the Company makes conversion contributions equal to a percentage of compensation. The amount of the participant’s conversion contributions is based on his/her projected attained age plus completed years of service with the Company as of December 31, 2008 and varies depending on the division of employment. Conversion contributions range from 0-8% of compensation.

Disability Contributions

Certain qualifying participants who become disabled, as defined in the Plan, are eligible to receive contributions similar to Company conversion, profit sharing and/or matching contributions.

Transfer of Account Balances

A participant’s account balance may be transferred among the Plan’s investment options upon receipt of instructions from the participant.

Participant Rollovers

A rollover contribution is a transfer to the Plan of a qualified distribution in accordance with the provisions of the Plan. Rollovers are accepted into the Plan, but are not subject to Company contributions. Effective October 2011, the Plan was amended to authorize in-Plan Roth conversion rollovers.

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

Vesting

Participants are immediately vested in their elective before-tax, Roth and after-tax contributions and rollovers, if any, as well as the investment earnings on the foregoing. Other contributions become vested as set forth below:

Company Matching Contributions

Company matching contributions and investment earnings thereon are immediately 100% vested.

Profit Sharing Contributions

Currently, profit sharing contributions and investment earnings thereon are 100% vested after three years of service or if still employed by the Company or an affiliate at or after attainment of age 65, disability or death.

Qualified Non-elective Contributions

QNECs are immediately 100% vested.

Conversion Contributions

Conversion contributions and investment earnings thereon are 100% vested after three years of service, or if still employed by the Company or an affiliate at or after attainment of age 65, disability or death.

Disability Contributions

Disability contributions are always 100% vested as soon as they are deposited into the Plan.

Forfeitures

Forfeitures of terminated participants’ non-vested accounts are used to pay investment expenditures or to reduce future Company contributions. Forfeited non-vested balances were $1.2 million and $2.0 million as of December 31, 2011 and 2010, respectively. Profit sharing contributions made to the Plan for 2011 were reduced by $1.2 million from forfeited account balances in 2011.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts and plan assets will be distributed in accordance with the Plan Document.

Notes Receivable from Participants

Notes receivable from participants (loans) are carried at their unpaid principal balance plus any accrued but unpaid interest. Participants are allowed to apply for a loan from the Plan for a minimum amount of $500 up to the lesser of $50,000 or 50% of their vested balance, subject to certain restrictions set forth in the Plan and the Code. General purpose loans are limited to terms of 59 months. Loans to purchase a principal residence have a maximum term of 359 months. Loan repayment amounts, including principal and interest, are deducted each pay period and allocated to participants’ investment accounts in accordance with the election in effect for new contributions at the time of repayment.

Loans are collateralized by the participant’s remaining vested account balance and the interest rate is fixed based on the prime rate for the month prior to the month in which the loan request is processed. In the event of a loan default, the EBAC may direct the Trustee to treat the outstanding loan balance as an early withdrawal of funds from the Plan, thereby subjecting the participant to income tax plus any penalties imposed by the Code based on the loan balance. Loans to participants at December 31, 2011 were at interest rates varying from 3.25% to 9.50% and will mature at various dates through September 2041.

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

Tax Deferrals

As long as the Plan remains qualified and the related Trust (the “Trust”) remains tax exempt, amounts invested in the Plan through before-tax participant and Company contributions and rollovers, as well as the investment earnings on such amounts, are not subject to federal income tax until distributed to the participant. After-tax contributions are taxed when contributed, with earnings taxed upon distribution. Roth contributions are taxed when contributed, and earnings on Roth contributions qualify for tax-free distribution if a participant (i) reaches age 59 1 / 2 , dies or becomes disabled (as defined by federal law) and (ii) has a Roth contribution account with the Plan for at least five taxable years. If those conditions are not met, earnings on Roth contributions are taxed when distributed.

Distributions and Withdrawals

Upon disability, death or retirement at or after attaining the Plan’s normal retirement age (65), participants or their beneficiaries are eligible to receive a distribution of the full value of their accounts. If employment ends for other reasons, participants are eligible to receive a distribution of their vested account balance. If employment ends, participants (or their beneficiaries) may elect to receive their vested balance as a lump sum cash amount, American Express Company common shares, if applicable, shares of any investment available through the Self-Directed Brokerage Account (“SDA”), or a combination of cash and shares. If the account balance is greater than $1,000, a participant may elect to defer distribution until the April of the year following the year in which the participant attains age 70 1/2. If the account balance is $1,000 or less, a distribution will be made in a lump sum following the end of employment. Participants may request a withdrawal of all or a portion of their vested account balance subject to limitations under the terms of the Plan and certain tax penalties imposed by the Code. Distributions and withdrawals are recorded when paid.

Expenses

The Company and the participants share the costs of administering the Plan. Certain administrative expenses such as audit and legal fees are paid by the Company. Expenses related to investment funds, such as investment management fees, brokerage commissions, stock transfer, or other taxes and charges incurred in the purchase or sale of investments, are generally paid out of the applicable investment funds. Fees, commissions, and other charges and administrative expenses that are attributable to the investment funds as a whole are generally paid from the Trust. These expenses are included within net appreciation (depreciation) in fair value of investments on the Statement of Changes in Net Assets Available for Benefits. These expenses were $12.5 million for the year ended December 31, 2011. Additional expenses are associated with the SDA and participants electing to invest through the SDA are charged directly for these fees through their SDA. The Trust does not pay any fees or expenses associated with the SDA.

1. Summary of Significant Accounting Policies

Use of Estimates

The accompanying financial statements have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Accounting estimates are an integral part of the 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 fair value measurements. These accounting estimates reflect the best judgment of management, but actual results could differ.

Investment Valuation and Income Recognition

Investments are reported at fair value. Investments traded on securities exchanges, including common stocks, preferred stocks and corporate debt instruments, are valued at the year-end closing market prices or, in the absence of a closing price, the last reported trade price at that date or the latest available date. U.S. Government and agency securities, municipal bonds and foreign bonds are valued at closing bid quotations at the financial statement date or the latest available date.

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

Purchases and sales of securities are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. As required by the Plan, all dividend and interest income is reinvested into the same investment funds in which the dividends and interest income arose with the exception of the American Express Company Stock Fund (the “Fund”) which is an Employee Stock Ownership Plan (“ESOP”). The ESOP holds shares of American Express Company stock on behalf of participants. Dividends are automatically reinvested in the Fund, unless participants elect that the dividends paid with respect to their interest in the Fund be distributed in cash in the form of withdrawal payments.

The Plan presents in the Statement of Changes in Net Assets Available for Benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments.

Recently Issued Accounting Standards

In January 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820) – Improving Disclosures about Fair Value Measurements . This guidance requires: (i) separate disclosure of significant transfers between Level 1 and Level 2 and reasons for the transfers; (ii) disclosure, on a gross basis, of purchases, sales, issuances, and net settlements for the activity in Level 3 fair value measurements; (iii) disclosures by class of assets and liabilities; and (iv) a description of the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. This guidance is effective for reporting periods beginning after December 15, 2009, except for the Level 3 disclosure requirements, which will be effective for fiscal years beginning after December 15, 2010. The adoption of the provisions of this guidance is reflected in Note 3.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS. ASU 2011-4 is intended to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments are of two types: (i) those that clarify the Board’s intent about the application of existing fair value measurement and disclosure requirements and (ii) those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The guidance is effective for annual periods beginning after December 15, 2011. The adoption of the provisions of this guidance is not expected to materially impact the Plan’s financial statements.

Subsequent Events

The Plan has evaluated subsequent events for potential recognition and disclosure through the date the financial statements were issued.

1. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Plan’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 to which the Plan has 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:

– 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

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Notes to Financial Statements

– 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 Plan’s own assumptions about the assumptions 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 monitors the market conditions and evaluates the fair value hierarchy levels at least annually. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

Financial Assets Carried at Fair Value

As summarized in the tables below, the Plan has financial assets that are measured at fair value on a recurring basis. For the year ended December 31, 2011 the Plan did not have any significant assets or liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition.

The following table summarizes the Plan’s financial assets measured at fair value on a recurring basis, categorized by GAAP’s valuation hierarchy (as described above), as of December 31, 2011:

Description ( Thousands )	Total	Level 1	Level 2	Level 3
Money market funds	$ 36,040	$ 36,040	$ —	$ —
Domestic common stocks	1,410,079	1,410,079	—	—
Fixed income securities	344	—	344	—
Common/collective trusts
Bond funds	123,342	—	123,342	—
Mutual funds
Fixed income funds	242,119	242,119	—	—
Domestic equity funds	427,949	427,949	—	—
International equity funds	369,192	369,192	—	—
Stable Value fund
Money market funds	72,591	72,591	—	—
Fixed income funds	472,267	—	472,267	—
Common/collective trusts
Fixed income funds	77,357	—	77,357	—
Wrapper contracts	2,903	—	—	2,903
Total	$ 3,234,183	$ 2,557,970	$ 673,310	$ 2,903

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

The following table summarizes the Plan’s financial assets measured at fair value on a recurring basis, categorized by GAAP’s valuation hierarchy (as described above), as of December 31, 2010:

Description ( Thousands )	Total	Level 1	Level 2	Level 3
Money market funds	$ 35,739	$ 35,739	$ —	$ —
Domestic common stocks	1,424,778	1,424,778	—	—
Common/collective trusts
Bond funds	116,563	—	116,563	—
Mutual funds
Fixed income obligations	234,744	234,744	—	—
Balanced funds	5,465	5,465	—	—
Domestic equity funds	372,391	372,391	—	—
International equity fund	415,909	415,909	—	—
Stable value obligations
Money market funds	41,794	41,794	—	—
Fixed income funds	417,676	—	417,676	—
Common/collective trusts
Fixed income funds	111,263	—	111,263	—
Wrapper Contracts	2,367	—	—	2,367
Total	$ 3,178,689	$ 2,530,820	$ 645,502	$ 2,367

The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 financial instruments for the years ended December 31, 2011 and 2010:

( Thousands )	2011	2010
Balance, beginning of year	$ 2,367	$ 1,558
Net unrealized gains relating to instruments still held at the reporting date	536	809
Balance, end of year	$ 2,903	$ 2,367

Valuation Techniques Used in the Fair Value Measurement of Financial Assets Carried at Fair Value

For the financial assets measured at fair value on a recurring basis (summarized in the valuation hierarchy table on the previous page), the Plan applies the following valuation techniques:

• Money market funds and overnight investments are valued at the redemption price, which approximates fair value.

• Investments in American Express Company common stock, other stock and active publicly traded equity securities are valued at the official closing price of U.S. public exchanges or, if there is no official closing price that day, at the last sales price. These investments are classified in Level 1 of the fair value hierarchy.

• Mutual funds held within the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940. These investments are required to make publicly available the daily Net Asset Value (the “NAV”) of the fund and to transact at this price. Hence, open-end mutual funds transact at quoted prices. In addition, the mutual funds held by the Plan are actively traded. These investments are classified within Level 1 of the fair value hierarchy.

• Common/collective trusts are investment funds formed by the pooling of investments by institutional investors, such as a group of not necessarily affiliated pension or retirement plans, typically with the intention of achieving cost savings over similar investment options such as mutual funds. Common/collective trusts are similar to mutual funds, with a named investment manager and documented

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Notes to Financial Statements

investment objective. These investments, however, are non-registered and participation is not open to the public. The NAV is measured by the custodian or investment manager as of the close of regular trading. These investments are classified within Level 2 of the fair value hierarchy.

• When quoted prices in an active market are not available, the fair market values for the Plan’s fixed income securities are obtained primarily from a pricing service vendor engaged by the Plan’s trustee, and the Plan receives one price for each security. The fair values provided by the pricing service are estimated using pricing models, where the inputs to those models are based on observable market inputs or recent trades of similar securities. The inputs to the valuation techniques applied by the pricing service 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 service does not apply any adjustments to the pricing models used, nor does the Plan apply any adjustments to the prices received from the pricing service. In addition, no adjustments were deemed necessary to the prices provided by the pricing service as a result of current market conditions. Although the underlying inputs are directly observable from active markets or recent trades of similar securities in inactive markets, the pricing models used do entail a certain amount of subjectivity and therefore differing judgments in how the underlying inputs are modeled could result in different estimates of fair value. The Plan has reaffirmed its understanding of the valuation techniques used by its pricing service. There were no changes in the valuation techniques used by the pricing service during the years ended December 31, 2011 or 2010. In addition, the Plan corroborates the prices provided by its pricing service to test their reasonableness by comparing their prices to valuations from different pricing sources as well as comparing prices to the sale prices received from sold securities. As of December 31, 2011, the Plan’s fixed income securities are classified within Level 2 of the fair value hierarchy.

• Fully benefit-responsive investment contracts are valued at fair value within Level 2 of the fair value hierarchy, with an adjustment for contract value on the Statement of Net Assets Available for Benefits. Contract value represents the face amount of the contract plus interest at the contract rate. Contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because the contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan and the investment contract. There are no reserves against contract value for credit risk of the contract issuers or otherwise. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts. Fair value for synthetic contracts is estimated based on the quoted market prices of the underlying fixed income securities. Wrap contracts are purchased to protect against the loss of value on the underlying fixed income securities. The wrap contracts are valued on the basis of the present value of the estimated three year wrap contract fee. The adjustment to contract value represents the remaining difference between the combined fair value of underlying fixed income securities and the wrap contracts, versus the wrap contract value. These wrap contracts are classified within Level 3 of the fair value hierarchy.

The fair values of these financial instruments are estimates based upon the market conditions and perceived risks as of December 31, 2011, and require management judgment. The Plan’s valuation techniques used to measure the fair value of its investments may produce fair values that may not be indicative of a future sale, or reflective of future fair values. The use of different techniques to determine the fair value of these types of investments could result in different estimates of fair value at the reporting date.

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

1. Investments

Investment Elections

The investment options available to participants are the SDA, the American Express Company Stock Fund and nine core investment funds (the “Core Investment Funds”), five of which are actively managed and four of which are index funds: The Stable Value Fund, The Diversified Bond Fund, The U.S. Large-Cap Equity Fund, The U.S. Small/Mid-Cap Equity Fund, The International Equity Fund, The Diversified Bond Index Fund, The U.S. Large-Cap Equity Index Fund, The U.S. Small/Mid-Cap Equity Index Fund, and The International Equity Index Fund. In addition, participants may elect to contribute to funds that invest in a mix of assets from the actively managed Core Investment Funds based on target retirement dates (the “Retirement Funds”). The balances of the Core Investment Funds in the financial statements include the amounts held in the Retirement Funds. A participant may currently elect to invest contributions in any combination of investment funds in increments of 1% and change investment elections for future contributions on any business day the New York Stock Exchange is open, with the exception of the SDA. The SDA requires a minimum initial balance of $1,000 before a participant can begin trading. Funds cannot be transferred directly from The Stable Value Fund to the SDA.

A brief description of the investments available to participants at December 31, 2011 is set forth below:

Core Investment Funds

Five of the Core Investment Funds are managed by multiple investment managers, and the other four are index funds. Each of the Core Investment Funds represents a broad asset class.

The Stable Value Fund

This fund invests in high quality fixed income securities such as treasuries, government agencies, government-backed securities and various investment contracts, directly or indirectly, offered by insurance companies or other financial institutions. Contracts may be subject to penalties if they are terminated before their stated maturity if the purpose for termination is other than to obtain funds for ordinary participant benefit payments. Certain factors may limit the ability of the Plan to transact at contract value with the issuer including premature termination of the contracts by the Plan, layoffs, plan termination, bankruptcy, mergers and early retirement incentives.

The average yield on investment contracts was 3.16% and 4.01% for December 31, 2011 and 2010, respectively. The weighted average crediting rates on investment contracts was 2.71% and 3.66% as of December 31, 2011 and 2010, respectively. Ameriprise Trust Company (“ATC”) acts as investment manager for The Stable Value Fund. The goal of this fund is to protect original investment while offering a competitive rate of interest with minimal risk.

The Diversified Bond Fund

The goal of this fund is total return consistent with the preservation of capital, and includes investment grade fixed income securities such as U.S. government securities, corporate debt securities and mortgage- and asset-backed debt securities with at least one year remaining to maturity. The value, liquidity and related income of these underlying securities are sensitive to changes in economic conditions and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.

The Diversified Bond Index Fund

This Fund’s current objective is to maximize interest income by investing in a portfolio of investment-grade debt securities and other fixed income instruments by tracking the performance of a broad, market-weighted bond index. The Fund employs a “passive management,” or indexing, investment approach designed to track the performance of the Barclays Capital U.S. Aggregate Float Adjusted Bond Index. The Fund invests by sampling the index. It invests at least 80 percent of assets in bonds held in the index. The Fund maintains a dollar-weighted maturity consistent with that of the index, ranging between five and ten years.

12

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

The U.S. Large-Cap Equity Fund

The goal of this fund is long-term capital appreciation by investing in large-capitalization companies’ stocks listed on major U.S. stock exchanges.

The U.S. Large-Cap Equity Index Fund

This Fund’s current objective is to provide long-term capital appreciation by investing in large-capitalization stocks listed on major U.S. stock exchanges by tracking the performance of a benchmark index that measures the investment return of large-capitalization stocks. The Fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the S&P 500 Index, which is a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies.

The U.S. Small/Mid-Cap Equity Fund

The goal of this fund is long-term capital appreciation by investing primarily in small and medium sized companies’ stocks listed on major U.S. stock exchanges.

The U.S. Small/Mid-Cap Equity Index Fund

This Fund’s current objective is to provide long-term capital appreciation by investing primarily in small and medium sized companies’ stocks listed on major U.S. stock exchanges by tracking the performance of a benchmark index that measures the investment return of small- and mid-capitalization stocks. The Fund employs a “passive management” strategy designed to track the performance of the S&P Completion Index, a broadly diversified index of stocks of small and medium-size U.S. companies. The Fund invests all, or substantially all, of its assets in stocks of its target index.

The International Equity Fund

The goal of this fund is long-term growth of capital from investment in non-U.S. companies’ stocks, and includes equity securities from markets outside the United States.

The International Equity Index Fund

This Fund’s current objective is to provide long-term capital appreciation from investments in non-U.S. stocks by tracking the performance of a benchmark index that measures the investment return of stocks of companies located in developed and emerging markets outside the United States. The Fund employs a “passive management” investment approach designed to track the performance of an international equity index. From January through July 13, 2011, the fund tracked the FTSE All-World ex-U.S. Index. On or about July 13, 2011, the Fund began to track the performance of the Morgan Stanley Capital International (MSCI) All Country World Ex-U.S. Investable Market Index, an index designed to measure equity market performance in developed and emerging markets, excluding the United States. The Fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Retirement Funds

The Retirement Funds utilize a mix of the actively managed Core Investment Funds to provide a diversification of investments based on the expected number of years until the participant’s retirement.

American Express Company Stock Fund

The Fund invests primarily in the Company’s common stock, purchased in either the open market or directly from the Company, and in cash or short-term cash equivalents. The Plan Document requires that the Fund be offered as an investment option under the Plan.

Participants are only able to allocate 10% of their future contributions to the Fund. In addition, transfers of balances from other investment options into the Fund are only permitted to the extent the participant’s investment in the Fund after the transfer does not exceed 10% of the participant’s overall Plan balance.

13

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

Self-Directed Brokerage Account (SDA)

The SDA gives participants the freedom to invest in a wide variety of mutual funds in addition to the other aforementioned investment options. Participants are provided a list of several hundred mutual funds from which to make choices and investment selections of their own design.

As of December 31, 2011 and 2010, investments with a fair value representing 5% or more of the Plan’s net assets were as follows:

Description (Thousands)	2011	2010
American Express Company common stock	$ 509,985	$ 504,049
Vanguard Employee Benefit Index #528	310,141	301,899
PIMCO Total Return Fund	228,244	209,306

There were no other individual securities held within the core investment funds or SDA that exceeded 5% of the Plan’s net assets as of December 31, 2011 or 2010.

As of December 31, 2011 or 2010, investment options with a fair value representing 5% or more of the Plan’s net assets were as follows:

Description (Thousands)	2011	2010
The U.S. Large-Cap Equity Fund	$ 877,019	$ 890,934
The Stable Value Fund	625,118	573,100
The International Equity Fund	362,363	388,857
The Diversified Bond Fund	351,586	325,871
The U.S. Small/Mid-Cap Equity Fund	329,888	337,165

During 2011, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated/(depreciated) in fair value as follows:

Description (Thousands)	2011
Common stocks	$ 39,158
Mutual funds	(59,612)
Common/collective trusts	6,975
Wrapper contracts	536
Net depreciation in fair value of investments	$ (12,943)

1. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will continue to occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits.

In December 2008, a putative class action captioned Obester v. American Express Company, et al. was filed in the United States District Court for the Southern District of New York. The complaint alleges that the defendants violated certain ERISA obligations by: allowing the investment of American Express Retirement Savings Plan (“Plan”) assets in American Express common stock when American Express common stock was not a prudent investment; misrepresenting and failing to disclose material facts to Plan participants in connection with the administration of the Plan; and breaching certain fiduciary obligations. Thereafter, three other putative

14

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

class actions making allegations similar to those made in the Obester matter were filed against the defendants: Tang v. American Express Company, et al. , filed on December 29, 2008 in the United States District Court for the Southern District of New York, Miner v. American Express Company et al ., filed on February 4, 2009 in the United States District Court for the Southern District of New York, and DiLorenzo v. American Express Company et al. , filed on February 10, 2009 in the United States District Court for the Southern District of New York. American Express filed a motion to dismiss these actions. In April 2009, these actions were consolidated into a Consolidated Amended Complaint, captioned In re American Express ERISA Litigation . Following argument on American Express’ motion to dismiss this action, the Court permitted plaintiffs to file a Second Amended Complaint. In April 2010, American Express filed a motion to dismiss the Second Amended Complaint. On November 2, 2010, the District Court dismissed the Second Amended Complaint in its entirety. On December 2, 2010, Plaintiffs filed a Notice of Appeal, appealing the case to the United States Court of Appeals for the Second Circuit. On September 29, 2011, the parties stipulated, and the Court subsequently ordered, that the Appeal be considered withdrawn but subject to appellants’ right to reinstate their appeal. On June 6, 2012, the Court further stayed through October 31, 2012 appellants’ right to reinstate their appeal.

1. Income Tax Status

The Plan has received a favorable determination letter from the Internal Revenue Service (the “IRS”) dated February 20, 2004 stating that the Plan is qualified, the Trust established under the Plan is tax-exempt and the Plan satisfies the requirement of Code Section 4975(e)(7). Subsequent to this determination by the IRS, the Plan was amended. On November 15, 2010, the Company filed with the IRS an application for determination on behalf of the Plan to confirm that the Plan, as amended and restated, continues its tax qualified status; however, a final determination has not yet been received. The Plan is required to operate in conformity with the Code to maintain its qualification. The Company believes the Plan, as amended, is currently designed and being operated in compliance with the applicable requirements of the Code and, therefore believes that the Plan, as amended, is qualified, the related trust is tax-exempt and the Plan satisfies the requirements of Section 4975(e)(7) of the Code.

GAAP requires plan management to evaluate tax positions taken by the plan and recognize a tax liability or asset if the plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Company has analyzed the tax positions by the Plan, and has concluded that as of December 31, 2011, there are no uncertain positions taken or expected to be taken that would require recognition of a liability, or asset or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, the Plan is no longer subject to examination for tax years prior to 1997, which is the earliest open year for U.S. federal income tax purposes.

15

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

1. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500 as of December 31, 2011 and 2010:

(Thousands)	2011	2010
Net assets available for benefits per the financial statements	$ 3,404,838	$ 3,334,394
Less: Loans deemed distributed	(1,430)	(1,531)
Net assets available for benefits per the Form 5500	$ 3,403,408	$ 3,332,863

The following is a reconciliation of withdrawal payments per the financial statements to Form 5500 for the year ended December 31, 2011:

(Thousands)	2011
Withdrawal payments per the financial statements	$ 272,875
Plus: Certain deemed distributions of participant loans	376
Less: Deemed loans offset by distributions	(497)
Withdrawal payments per the Form 5500	$ 272,754

The following is a reconciliation of interest on participant loans per the financial statements to Form 5500 for the year ended December 31, 2011:

(Thousands)	2011
Interest on notes receivable from participants per the financial statements	$ 3,801
Interest on deemed distributed loans	5
Interest on participant loans per the Form 5500	$ 3,806

Participant loans are deemed as distributions for Form 5500 reporting purposes when the event of default occurs. For financial statement reporting purposes, participant loans are deemed as distributions when the Form 1099 is issued and the event becomes taxable to the participant.

16

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AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

1. Related Party Transactions

Certain Plan investments are shares of American Express Company common stock and money market funds managed by the Plan’s Trustee. In addition, the Core Investment Funds may hold common stock and/or fixed income securities of the Plan’s Trustee/custodians. These transactions represent investments in related parties and, therefore, qualify as exempt party-in-interest transactions. The following table summarizes the Plan’s investment in related parties as of December 31.

(Thousands) — Wells Fargo Advantage Heritage Money Market Fund	2011	2010
Balance, beginning of year	$ 25,233	$ —
Purchases	512,208	269,642
Sales	(514,271)	(244,409)
Balance, end of year	$ 23,170	$ 25,233
American Express Company Common Stock	2011	2010
Balance, beginning of year	$ 504,049	$ 512,679
Realized gains / (losses)	5,102	3,034
Unrealized gains / (losses)	45,083	27,214
Purchases	10,553	13,908
Sales / Distributions	(54,802)	(52,786)
Balance, end of year	$ 509,985	$ 504,049
Wells Fargo and Company Common Stock	2011	2010
Balance, beginning of year	$ 1,382	$ 1,408
Realized gains / (losses)	(27)	(31)
Unrealized gains / (losses)	(146)	195
Purchases	370	198
Sales	(272)	(388)
Balance, end of year	$ 1,307	$ 1,382

17

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SUPPLEMENTAL SCHEDULE

18

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EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party
	American Express Company Stock Fund
	Money Market
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106	4,930	4,930
	Common Stock
*	AMERICAN EXPRESS COMPANY COMMON STOCK	10,812	509,985
	American Express Company Stock Fund Total		514,915
	Self Directed Account
	Cash Equivalents
	CASH EQUIVALENTS		12,870
	Common Stock
	AMERIPRISE FINANCIAL INC.		6,549
	Mutual Funds
	MUTUAL FUNDS		106,188
	Self Directed Brokerage Account Total		125,607
	The Diversified Bond Index Fund
	Mutual Funds
	VANGUARD TOTAL BOND INDEX FUND I #222	1,261	13,875
	The International Equity Index Fund
	Mutual Funds
	VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND	78	6,829
	The U.S. Large Cap Equity Index Fund
	Mutual Funds
	VANGUARD EMPLOYEE BENEFIT INDEX FUND #528	121	15,363
	The U.S. Small/Mid- Cap Equity Index Fund
	Mutual Funds
	VANGUARD EXTENDED MARKET INDEX FUND #856	295	11,620
	The Diversified Bond Fund
	Common/Collective Trusts
	LOOMIS SAYLES CORE FULL BOND FUND	8,668	123,342
	Mutual Funds
	PIMCO TOTAL RETURN FUND-INST #35	20,998	228,244
	The Diversified Bond Fund Total		351,586
	The U.S. Large-Cap Equity Fund
	Mutual Funds
	VANGUARD EMPLOYEE BENEFIT INDEX FUND #528	2,314	294,778
	Money Market
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (RIVERSOURCE)	8,621	8,621
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (SANDS)	1,749	1,749
	Fixed Income
	CEMEX S.A.B. de C.V. U.S. 3.750% 3/15/2018	531	344
	Common Stock
	ABB LTD COM	127	2,399

• Indicates party-in-interest

** Cost information not required for participant-directed investments

19

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EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — ACCENTURE PLC CLASS A	35	1,837
ACE LIMITED	44	3,071
AGILENT TECHNOLOGIES INC	92	3,222
AIR PRODUCTS & CHEMICALS INC	20	1,679
ALTRIA GROUP INC	99	2,938
ALEXION PHARMACEUTICALS	148	10,582
ALLERGAN INC COM	98	8,599
AMAZON COM INC COM	81	14,021
AMERICAN ELECTRIC POWER INC	52	2,133
ANADARKO PETROLEUM CORP	56	4,277
APACHE CORP COM	69	6,293
APPLE COMPUTER INC	55	22,205
ASML HOLDING NV ADR	178	7,439
AT&T INC	241	7,302
BAKER HUGHES INC	35	1,686
BANK OF AMERICA CORP COM	778	4,328
BOEING CO	53	3,863
BRISTOL MYERS SQUIBB	112	3,941
C H ROBINSON WORLDWIDE	64	4,466
C&J ENERGY SERVICES INC	31	649
CARNIVAL CORP CL A	112	3,669
CATERPILLAR INC COM	39	3,558
CENTURYLINK, INC	90	3,355
CHEVRON CORP COM	85	9,092
CISCO SYSTEMS INC	121	2,190
CITIGROUP INC	54	1,426
COACH INC	100	6,104
COMCAST CORP CLASS A	56	1,339
COOPER INDUSTRIES	79	4,278
CVS/CAREMARK CORPORATION	30	1,215
DEERE & CO COM	15	1,125
DELTA AIRLINES INC DEL COM	87	702
DEUTSCHE TELEKOM ADR	131	1,495
DOMINION RESOURCES INC/VA COM	55	2,938
DOW CHEMICAL COM	135	3,890
DU PONT E I DE NEMOURS & CO COM	50	2,277
EATON CORP COM	50	2,169
ENBRIDGE INC	52	1,957
ENTERGY CORP	21	1,502
ENDURANCE SPECIALTY HLDGS	18	673
EXXON MOBIL CORP COM	113	9,553
F5 NETWORKS	83	8,808
FIRSTENERGY CORP COM	36	1,581
FMC TECHNOLOGIES INC	168	8,775
FORD MTR CO COM	629	6,763
FREEPORT MCMORAN COPPER & GOLD CL B COM	32	1,175
GENERAL ELECTRIC CO INC	258	4,621
GOLDMAN SACHS GROUP INC COM	46	4,128
GOOGLE INC	26	16,470

• Indicates party-in-interest

** Cost information not required for participant-directed investments

20

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — GRAINGER (WW) INC	45	8,424
HALLIBURTON CO COM	134	4,635
HOME DEPOT INC COM	108	4,525
HONEYWELL INTL INC COM	30	1,617
HUBBELL INC CL B COM	23	1,546
HUNTSMAN CORP	107	1,067
ILLINOIS TOOL WORKS INC COM	50	2,357
ILLUMINA INC COM	185	5,639
INTEL CORP COM	172	4,172
INTERCONTINENTAL EXCHANGE INC	58	6,992
INTL BUSINESS MACHINES CORP COM	17	3,172
INTUITIVE SURGICAL COM	21	9,723
JOHNSON & JOHNSON	54	3,512
JOHNSON CONTROLS INC	114	3,566
JP MORGAN CHASE & CO COM	216	7,196
KIMBERLY CLARK CORP	35	2,549
KRAFT FOODS INC	72	2,678
LAS VEGAS SANDS CORP	185	7,905
LENNAR CORP	48	938
LOCKHEED MARTIN CORP	29	2,373
LORILLARD INC COM	98	11,195
MACY’S INC COM	90	2,880
MASTERCARD INC-CL A	18	6,886
MCDERMOTT INTERNATIONAL	116	1,335
MCDONALDS CORP	31	3,077
MERCK & CO INC	141	5,319
METLIFE INC	54	1,673
MICROCHIP TECHNOLOGY INC	66	2,421
MICROSOFT CORP	354	9,184
NATIONAL OILWELL	148	10,030
NETFLIX.COM INC	35	2,425
NEWFIELD EXPLORATION CO	27	1,020
NEXTERA ENERGY INC	23	1,417
NIKE INC CL B	94	9,059
NOKIA CORPORATION ADR	424	2,043
NOVARTIS AG	61	3,497
OCCIDENTAL PETE CORP	43	4,039
ORACLE CORP	61	1,565
OPENTABLE INC	40	1,565
PACCAR INC	29	1,078
PARKER HANNIFIN CORP	31	2,382
PARTNERRE HLDGS LTD	7	468
PFIZER INC	314	6,789
PG&E CORP	53	2,195
PHILIP MORRIS INTL INC	54	4,268
PPL CORP	35	1,034
PRAXAIR INC	66	7,055
PRICELINE COM INC	17	7,951
PROLOGIS TRUST SHARES	18	520
QUALCOMM INC	250	13,675

• Indicates party-in-interest

** Cost information not required for participant-directed investments

21

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)
	REGAL ENTERTAINMENT GRP	132	1,574
	REGENERON PHARMACEUTICALS INC	47	2,605
	SALESFORCE.COM INC	138	14,001
	SARA LEE CORP	51	965
	SCHLUMBERGER LTD	130	8,880
	SCHWAB CHARLES CORP	435	4,898
	SEMPRA ENERGY	34	1,866
	SIEMENS AG SPONSORED ADR	13	1,276
	SOUTHWESTERN ENERGY CO	161	5,142
	STARBUCKS CORP	216	9,938
	TARGET CORP	111	5,710
	TE CONNECTIVITY LTD	47	1,453
	THERMO FISHER SCIENTIFIC INC	40	1,802
	TIME WARNER INC NEW	29	1,045
	TOTAL S.A. - ADR	31	1,561
	TRAVELERS COMPANIES, INC	34	1,989
	TYCO INTERNATIONAL LTD	59	2,772
	UNILEVER N.V. - ADR	54	1,839
	UNION PACIFIC CORP	22	2,361
	UNITED CONTINENTAL HOLDINGS, INC	66	1,242
	UNITED PARCEL SERVICE CLB	22	1,617
	UNITED HEALTH GROUP INC	101	5,099
	VERIZON COMMUNICATIONS	72	2,891
	VIACOM INC	30	1,380
	VISA INC	207	21,017
	VODAFONE GROUP PLC ADR	75	2,108
	WALMART STORES INC	62	3,690
	WALT DISNEY CO	48	1,784
	WELLPOINT INC	9	628
*	WELLS FARGO & CO.	47	1,307
	WESTERN DIGITAL CORP	49	1,529
	WINDSTREAM CORP COM	147	1,723
	XL GROUP PLC	377	7,446
	The U.S. Large-Cap Equity Fund Total		877,019
	The International Equity Fund
	Mutual Funds
	AMERICAN FUNDS EUROPACIFIC GROWTH R6 #2616	2,853	135,359
	GMO INTERNATIONAL CORE EQUITY FUND III	4,672	118,893
	DFA EMERGING MARKETS VALUE FUND #95	2,800	72,698
	DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO #66	2,608	35,413
	The International Equity Fund Total		362,363
	The U.S. Small/Mid-Cap Equity Fund
	Money Market
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (BUCKHEAD)	2,245	2,246
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (RAINER)	871	871

• Indicates party-in-interest

** Cost information not required for participant-directed investments

22

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — *	(b) Identity of Issue, Borrower, Lessor, or Similar Party — WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106	1,596	1,596
	(WESTWOOD)
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106	1,286	2,186
	(TIMES CAP)
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106	970	970
	(WMC)
	Common Stock
	AAR CORP	20	381
	ABERCROMBIE & FITCH CO	9	432
	ACCO BRANDS	61	585
	ACI WORLDWIDE INC	26	742
	ACME PACKET INC	25	776
	ACUITY BRANDS (HOLDING COMPANY) INC	6	329
	ADTRAN INC	36	1,087
	ADVANCE AUTO PARTS INC	6	450
	ADVISORY BOARD CO	15	1,076
	AERCAP HOLDINGS NV	77	869
	AES CORPORATION	93	1,096
	AFFLIATED MANAGERS GRP	8	740
	AGCO CORPORATION	17	726
	AIRGAS INC	5	411
	ALBANY INTERNATIONAL CORP	34	791
	ALBEMARLE CORP	14	716
	ALERE INC	21	483
	ALEXION PHARMACEUTICALS	7	501
	ALLEGHANY CORP DEL	2	571
	ALLEGIANT TRAVEL CO	16	859
	ALLETE INC	11	482
	ALLIANCE DATA SYSTEMS CORP	33	3,423
	AMDOCS LTD	40	1,127
	AMERICAN GREETINGS CORP CL A	37	463
	AMERICAN WATER WORKS CO INC	26	824
	AMERISOURCEBERGEN CORP	13	485
	AMSURG CORP	27	706
	APPROACH RESOURCES INC	24	700
	APTARGROUP INC	43	2,249
	ARBITRON INC	26	884
	ARES CAP CORP	44	674
	ARRIS GROUP INC	99	1,069
	ASCENA RETAIL GROUP INC	21	621
	ASPEN INSURANCE HOLDINGS LTD	57	1,518
	ASSURED GUARANTY LTD	25	330
	ATMOS ENERGY CORP	14	467
	AURICO GOLD INC	97	775
	AVAGO TECHNOLOGIES LTD	24	689
	AVERY DENNISON CORP	54	1,548
	AXIS CAPITAL HOLDINGS LTD	46	1,483
	BALL CORP	25	889
	BALLY TECHNOLOGIES INC	22	870
	BANKUNITED INC	55	1,212

• Indicates party-in-interest

** Cost information not required for participant-directed investments

23

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — BBCN BANCORP INC	52	491
BE AEROSPACE INC	55	2,125
BEACON ROOFING SUPPLY INC	10	209
BELDEN INC	36	1,188
BERKLEY W R CORP	23	774
BIO RAD LABS INC.	6	615
BORG WARNER INC.	30	1,929
BRIGGS & STRATTON	14	221
BRINKER INTERNATIONAL INC	55	1,458
BRISTOW GROUP INC	10	455
BROOKDALE SENIOR LIVING	41	704
BROWN & BROWN INC	76	1,733
BRUKER CORP	50	617
CABOT MICROELECTRONICS CORP	16	732
CABOT OIL & GAS CORP	9	706
CAMERON INTERNATIONAL CORP	17	841
CARDTRONICS INC	14	380
CAREFUSION CORP	70	1,771
CARLISLE COMPANIES INC	43	1,922
CARPENTER TECHNOLOGY CORP	15	767
CARRIZO OIL & GAS COM	12	318
CASEYS GENERAL STORES INC	33	1,733
CATALYST HEALTH SOLUTIONS	26	1,326
CATO CORP	37	888
CBOE HOLDINGS INC	17	435
CBRE GROUP INC	35	533
CEC ENTERTAINMENT INC	15	503
CHARLES RIVER LABORATORIES	32	869
CHECK POINT SOFTWARE	11	565
CHESAPEAKE MIDSTREAM PARTNERS	27	777
CHICAGO BRIDGE & IRON NY	19	716
CHICOS FASHION INC	62	695
CHOICE HOTELS INTL INC	14	517
CHURCH & DWIGHT INC	13	612
CITRIX SYSTEMS	9	546
CITY NATIONAL CORP	14	632
CLARCOR INC	10	500
CLEAN HARBORS INC	19	1,211
CLOUD PEAK ENERGY INC	39	744
CMS ENERGY CORP	65	1,435
COHERENT INC	16	815
COINSTAR COM	39	1,763
CON-WAY INC COM	66	1,936
COOPER COS INC COM NEW	11	744
COOPER TIRE & RUBBER	52	728
CORE LABORATORIES NV	6	695
CORN PRODUCTS INTERNATIONAL INC	8	405
CORPORATE EXECUTIVE BOARD CO	33	1,269
COSTAR GROUP, INC	24	1,622
CUBESMART	54	577

• Indicates party-in-interest

** Cost information not required for participant-directed investments

24

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — CUBIST PHARMACEUTICALS INC	7	276
CYPRESS SEMICONDUCTOR COR	28	479
DAVITA INC	48	3,639
DELPHI FINL GROUP INC	32	1,418
DELTIC TIMBER CORP	11	634
DENBURY RESOURCES INC	45	680
DENTSPLY INTERNATIONAL	20	700
DIAMOND FOODS INC	5	172
DIAMONDROCK HOSPITALITY	141	1,357
DICKS SPORTING GOODS INC	14	498
DIEBOLD INC	21	619
DIGITAL REALTY TRUST	24	1,567
DR PEPPER SNAPPLE GROUP	44	1,738
DRIL QUIP INC COMMON	14	948
DUNKIN BRANDS GROUP INC	25	620
DUPONT FABROS TECH REIT	18	436
DYCOM INDUSTRIES INC	39	818
EAST WEST BANCORP COM	181	3,568
EASTMAN CHEMICAL CO	17	648
ENERGY XXI BERMUDA	24	753
ESCO TECHNOLOGIES INC	22	642
EXPEDITORS INTERNATIONAL WASH INC	10	395
EXPRESS INC	25	500
EZCORP INC	19	504
F5 NETWORKS	6	682
FABRINET	24	328
FEI CO	12	509
FIFTH THIRD BANCORP	41	526
FINISAR CORPORATION	13	217
FIRST FINANCIAL BANCORP	91	1,516
FIRST MIDWEST BANCORP INC DEL	58	585
FIRST HORIZON NATL CORP	128	1,026
FIRST NIAGRA FINANCIAL GROUP INC	126	1,087
FISERV INC	19	1,116
FLEETCOR TECHNOLOGIES INC	29	861
FLOWSERVE CORP COM	7	646
FLUOR CORP	13	670
FOOT LOCKER INC	22	533
FOSSIL INC COM	4	331
FOSTER WHEELER AG	66	1,265
FREDS INC	47	690
FRESH DEL MONTE PRODUCE	42	1,046
G & K SERVICES INC	17	495
GARDNER DENVER INC	9	727
GARDNER DENVER MACHY INC	22	1,696
GATX CORP	22	978
GEN-PROBE INC	12	680
GENESEE & WYOMING INC	18	1,035
GENTEX CORP	29	867
GEORESOURCES INC	38	1,108

• Indicates party-in-interest

** Cost information not required for participant-directed investments

25

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — GLOBAL PMTS	84	3,989
GNC HOLDINGS INC	14	405
GRACO INC	15	630
GRAND CANYON EDUCATION	39	621
GREEN DOT CORP CL A	24	734
GREIF INC - CLASS A	22	988
HAEMONETICS CORP MASS	20	1,212
HANCOCK HOLDINGS CO	13	422
HANESBRANDS INC	36	794
HARSCO CORP	66	1,350
HCC INSURANCE HOLDINGS	86	2,344
HEALTH MANAGEMENT ASSOC INC	57	419
HENRY JACK & ASSOC INC COM	85	2,867
HERBALIFE LTD	14	718
HERTZ GLOBAL HOLDINGS INC	24	284
HOLOGIC INC COM	164	2,869
HUBBEL INC	24	1,631
IAC/INTERACTIVECORP	11	463
IBERIABANK CORP	16	776
ICON PLC - ADR	51	871
IHS INC-CLASS A COM	15	1,292
INFORMATICA	23	849
INFORMATICA CORP	9	325
INTERCONTINENTALEXCHANGE INC	9	1,064
INTERNATIONAL BANCSHARES CORP	42	774
INVESCO LIMITED	21	425
IPC THE HOSPITALIST CO INC	10	442
ITC HOLDINGS CORP	13	1,008
IXIA	29	301
J2 GLOBAL INC	17	473
JABIL CIRCUIT INC	54	1,053
JARDEN CORP COM	59	1,757
JAZZ PHARMACEUTICALS INC	7	286
JM SMUCKER CO	24	1,845
JONES LANG LASALLE INC	28	1,707
JOS A BANK CLOTHIERS INC	14	692
JOY GLOBAL INC	15	1,118
KANSAS CITY SOUTHERN INDS	22	1,510
KELLY SERVICES INC	72	981
KENNAMETAL INC	48	1,780
KIRBY CORP	13	830
KIRKLAND’S INC	26	340
KLA-TENCOR CORP	16	767
KNIGHT CAPITAL GROUP	57	675
KOPPERS HOLDINGS INC	12	399
KRATON PERFORMANCE POLYMERS INC	54	1,090
LAMAR ADVERTISING CO CL A	28	770
LAREDO PETROLEUM HOLDINGS	28	629
LAZARD LTD	91	2,384
LEAR CORP	33	1,325

• Indicates party-in-interest

** Cost information not required for participant-directed investments

26

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — LINEAR TECHNOLOGY CORP	23	703
LKQ CORP	25	755
LSB INDUSTRIES INC	6	164
MACK CALI REALTY CORP	14	382
MACY’S INC	27	877
MAGELLAN HEALTH SERVICES INC	16	792
MANITOWOC INC	84	772
MARKETAXESS HOLDINGS INC	23	681
MASIMO CORP	17	317
MATTEL INC	44	1,224
MATTHEWS INTL CORP	17	544
MAXIN INTEGRATED PRODUCTS INC	38	990
MAXIMUS INC	22	922
MB FINANCIAL BANK	25	428
MEDNAX INC	15	1,080
MELLANOX TECHNOLOGIES LTD	10	324
MENS WAREHOUSE INC	21	673
MERITOR INC	77	409
MICHAEL KORS HOLDINGS LTD	18	501
MICROS SYSTEMS INC	27	1,276
MOHAWK INDUSTRIES INC	12	688
MOLSON COORS BREWING CO	18	775
MONEYGRAM INTERNATIONAL INC	28	504
MSCI INC	8	247
MTS SYS CORP	14	583
MUELLER INDS INC	21	822
MYRIAD GENETICS INC COM	34	708
NASDAQ OMX GRP INC	49	1,196
NATIONAL INSTRS COM	27	690
NAVISTAR INTL CORP	36	1,367
NEUSTAR INC CLASS A	32	1,093
NEWELL RUBBERMAID INC	51	827
NEW JERSEY RES CORP	6	285
NICE SYSTEMS LTD - ADR	37	1,268
NISOURCE INC	22	512
NORDSTROM INC	18	916
NORTHERN OIL & GAS INC	31	731
NORTHWEST BANCSHARES INC/MD	58	719
NVIDIA CORP	99	1,367
OCEANEERING INTL INC	15	669
OIL STATES INTL	21	1,588
ON SEMICONDUCTOR CORP COM	187	1,440
ONYX PHARMACEUTICALS INC	36	1,562
ORBITAL SCIENCES CORP COM	50	727
ORTHOFIX INTL N V	26	906
OWENS ILLINOIS INC	27	521
PACKAGING CORP OF AMERICA	53	1,325
PENN VIRGINIA CORP	29	151
PERRIGO CO	13	1,228
PETSMART	16	805

• Indicates party-in-interest

** Cost information not required for participant-directed investments

27

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — PLAINS EXPLORATION & PROD	102	3,754
PLATINUM UNDERWRITERS HOLDINGS	16	532
PLEXUS CORP	30	831
POLYCOM INC	29	474
PREMIERE GLOBAL SERVICES	89	751
PRIMERICA INC	27	618
PROASSURANCE CORP	11	878
PROGRESSIVE WASTE SOLUTIONS LTD	32	632
PVH CORP	7	458
RALCORP HOLDINGS INC	8	718
RAYMOND JAMES FINL INC	70	2,168
RED HAT INC	20	806
REGAL BELOIT CORP	15	775
REINSURANCE GROUP AMERICA	17	862
RENAISSANCERE HLDGS LTD	21	1,577
REPUBLIC SVCS INC	11	307
RESOURCES CONNECTION INC	49	523
RIVERBED TECHNOLOGY	21	499
ROCK-TENN CO	26	1,491
ROCKWOOD HOLDINGS INC	16	622
ROGERS CORP	8	287
ROWAN COMPANIES INC	20	610
RPM INTERNATIONAL INC	54	1,331
SAFETY INS GROUP INC	15	615
SALLY BEAUTY CO INC	28	590
SBA COMMUNICATIONS CORP	85	3,647
SEACOR HOLDINGS INC	6	534
SEATTLE GENETICS INC	24	402
SELECT COMFORT CORPORATION	51	1,100
SIGNATURE BANK COMMON	21	1,245
SIGNET JEWELERS LTD	34	1,499
SIRONA DENTAL SYSTEMS	33	1,458
SKECHERS USA INC	21	259
SM ENERGY CO	18	1,284
SOLERA HOLDINGS INC	31	1,367
SONIC CORP	52	349
SOTHEBYS	28	799
SPX CORP	15	904
STAGE STORES INC	54	750
STEELCASE INC CLASS A	67	501
STIFEL FINL CORP	15	474
SUPERIOR ENERGY SERVICES INC	30	853
SUSQUEHANNA BANCSHARES INC PA	93	775
SVB FINANCIAL GROUP	15	706
SWIFT ENERGY CO	93	2,768
SXC HEALTH SOLUTIONS COM	10	582
SYKES ENTERPRISES INC	51	805
SYNNEX CORP	43	1,311
TALEO CORP - CLASS A	7	266
TELLABS OPERATIONS, INC	410	1,658

• Indicates party-in-interest

** Cost information not required for participant-directed investments

28

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — TEMPUR-PEDIC INTERNATIONAL INC	15	788
TERADYNE INC	48	660
TESLA MOTORS INC	24	674
TEXAS CAP BANCSHARES INC	35	1,063
THOR INDUSTRIES INC	27	738
THORATEC LABS CORP COM	16	531
TIBCO SOFTWARE	42	990
TIDEWATER INC	34	1,672
TIFFANY & CO	5	311
TIMKEN CO	68	2,641
TITAN INTERNATIONAL INC	29	562
TOWERS WATSON COMPANY	8	455
TMS INTERNATIONAL CORP	23	225
TRACTOR SUPPLY CO COM	4	313
TRANSATLANTIC HLDGS INC	26	1,434
TRANSDIGM GROUP INC COM	15	1,387
TRIMAS CORP	63	1,138
TRIMBLE NAV LTD	34	1,481
TRIUMPH GROUP INC	17	1,003
TUPPERWARE BRANDS CORPORATION	26	1,438
TW TELECOM INC COMMON	50	967
UGI CORP	21	606
UMB FINL CORP	16	602
UNDER ARMOUR INC	6	428
UNISOURCE ENERGY CORP	16	594
UNITED NATIONAL FOODS INC	35	1,388
UNITED STATIONERS INC	30	986
UNIVERSAL TECHNICAL INSTITUTE	38	487
UNUM GROUP	20	426
UTI WORLDWIDE INC	54	712
VALASSIS COMMUNICATIONS INC	57	1,105
VALUECLICK INC	14	223
VANGUARD HEALTH SYSTEMS INC	34	347
VISTEON CORP	30	1,493
VOLCANO CORP	27	642
WABCO HOLDINGS	34	1,474
WABTEC CORPORATION	7	490
WASHINGTON REAL ESTATE INVT TR	24	645
WEATHERFORD INERNATIONAL LTD	45	656
WEBSENSE INC	26	479
WEBSTER FINANCIAL CORP	35	722
WESCO INTERNATIONAL INC	31	1,617
WESTAMERICA BANCORPORATION	5	237
WESTAR ENERGY	17	486
WESTERN DIGITAL CORP	70	2,176
WGL HOLDINGS INC	8	332
WHITE MOUNTAINS INSURANCE GROUP INC	1	589
WHITING PETROLEUM CORP	31	1,419
WILEY JOHN & SONS INC	20	906
WILLIS GROUP HOLDINGS PLC	22	834

• Indicates party-in-interest

** Cost information not required for participant-directed investments

29

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — WINTRUST FINANCIAL CORP	66	1,845
WISCONSIN ENERGY CORP	48	1,692
WMS INDS INC	19	394
WOODWARD INC	13	547
WRIGHT EXPRESS CORP	58	3,115
YAMANA GOLD INC	23	344
ZEBRA TECHNOLOGIES CORP	14	508
The U.S. Small/Mid-Cap Equity Fund Total		329,888
The Stable Value Fund
Fixed Income Obligations
FNMA TBA 15YR 3.5000% 1/15/2026	5,600	5,856
FNMA TBA 15YR 4.0000% 1/15/2026	3,500	3,691
FNMA TBA	1,650	1,759
FNMA TBA	6,000	6,452
FNMA 15YR TBA 5.50%	400	434
FNMA 30YR TBA 6.50%	6,650	7,399
FHLMC GOLD TBA 15YR 3.5000%	13,800	14,384
FHLMC GOLD #E92454	259	281
FHLMC GOLD #E97248	246	268
FHLMC GOLD #E99565	276	300
FHLMC GOLD #E99595	109	120
FEDERAL HOME MORTGAGE CORP POOL	1,071	1,201
FHLMC (NON GOLD) ARM #1J0614	499	519
FEDERAL HOME LOAN MORTGAGE CORP POOL	4,563	4,894
FGOLD 30YR 6% 9/1/37	1,012	1,103
FHLMC GOLD #G12141	1,113	1,181
FHLMC GOLD #QQQ	2,274	2,541
FREDDIE MAC GIANT	1,525	1,692
H 1G 1G0847	1,236	1,301
FHLMC NON-GOLD ARM #1J1396	596	630
FHLMC (NON GOLD) ARM #1G2264	741	791
FHLMC (NON GOLD) ARM #1G2450	388	414
FHLMC (NON GOLD) ARM #1G2598	744	787
FEDERAL HOME LN MTG CORP MTN 4.0000%	9,250	9,734
FHLMC #C66537	157	181
FHLMC #C66594	76	88
FHLMC GOLD #B12280	311	340
FHLMC CMO 6.085% 9/25/29	37	38
FEDERAL FARM CR BKS 0.0000%	3,955	3,953
FEDERAL FARM CR BKS 0.0000%	2,260	2,263
FEDERAL FARM CR BKS 0.0000%	1,975	1,976
FEDERAL FARM CR BKS 0.0000%	6,955	6,944
FEDERAL FARM CR BKS 0.0000%	4,675	4,660
FEDERAL FARM CR BKS 0.0000%	3,555	3,563
FEDERAL FARM CR BKS 0.0000% 8/1/2013	2,395	2,396
FEDERAL FARM CR BKS 0.0000% 6/6/2014	3,550	3,551
FEDERAL FARM CR BKS 0.0000%	4,775	4,777
FEDERAL FARM CR BKS 0.0000%	13,050	13,009
FEDERAL FARM CR BKS 0.0000%	2,260	2,266

• Indicates party-in-interest

** Cost information not required for participant-directed investments

30

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — FEDERAL FARM CR BKS 0.0000% 9/8/2014	5,015	5,020
FEDERAL HOME MORTGAGE CORP POOL	2,291	2,499
FEDERAL HOME LOAN BANKS 0.0000%	6,300	6,281
FEDERAL HOME LOAN BANKS 0.3750%	2,115	2,113
FHLMC #780514 ARM	113	120
FEDERAL NATL MTG ASSN 0.8750%	1,725	1,726
FEDERAL NATL MTG ASSN 1.2500%	26,890	26,999
FNMA 1.375% 11/15/16	8,595	8,686
FANNIE MAE .75% 12/19/14	2,467	2,478
FEDERAL NATL MTG ASSN 4.3750%	2,980	3,163
FEDERAL NATL MTG ASSN 0.0000%	2,170	2,163
FANNIE MAE VAR 8/25/14	25,080	25,080
FHLMC K008 CL A1 2.746 12/25/19	2,234	2,327
FHLMC REMIC SERIES 3812 BE 2.7500%	4,549	4,692
FHLMC REMIC SERIES K-701 A-1 2.7760%	1,757	1,830
FEDERAL HOME LN MTG CORP 2.5000%	20,360	21,563
FEDERAL HOME LN MTG CORP 0.3750%	1,625	1,623
FREDDIE MAC 0.375% 11/27/13	4,420	4,413
FNMA #252016	92	107
FNMA #387549	2,055	2,254
FNMA #433679	260	288
FNMA #462237	1,438	1,637
FEDERAL NATL MTGE ASSN POOL #462845	4,646	4,918
FNMA #535003	40	41
FNMA #535219	38	40
FNMA #535802	62	67
FNMA #545874	282	321
FNMA 6 08/01/17 #555343	31	34
FNMA #555528	869	969
FEDERAL NATL MTGE ASSN POOL #555606	3,936	4,187
FNMA #635227	446	508
FNMA #635894	106	121
FNMA #636030	160	183
FNMA #638210	87	99
FNMA #640996	153	184
FNMA #646456	679	787
FNMA #647989	845	980
FNMA #648349	319	348
FNMA #653145	249	272
FNMA ARM #654285	60	64
FNMA #659930	1,153	1,285
FNMA #667787	167	182
FNMA #670891	387	411
FNMA 2003-W11 A1	6	6
FNMA 2003-W19-1A6	731	758
FNMA 2004-60 PA	632	687
FHLMC 2770 ON	293	297
FHLMC 2843-BA	138	141
FHLMC 2907-AG	294	306

• Indicates party-in-interest

** Cost information not required for participant-directed investments

31

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — FNMA REMIC TRUST 2009-37 KA 4.0000%	2,897	3,046
FHLMC 3154-AN	113	113
FNMA REMIC TRUST 2011-15 HT 5.5000%	3,690	4,013
FNMA REMIC TRUST 2011-23 6/25/2020	6,338	6,538
FNMA REMIC TRUST 2011-16 3/25/2026	1,104	1,154
FNMA REMIC TRUST 2011-55 AC 3.0000%	5,675	5,834
FNMA 2.75 03/13/2014	9,620	10,080
FANNIE MAE 1.625% 10/26/15	12,800	13,118
FHLMC REMIC SERIES 3676 7/15/2024	4,717	4,907
FNMA REMIC TRUST 2010-87B 2/25/2024	2,288	2,372
FNMA #695838	267	294
FNMA #703937	55	59
FNMA #705304	211	224
FNMA #720399	447	487
FNMA #720422	226	246
FEDERAL NATL MTG ASSN GTD MTG PASS	1,615	1,800
FNMA #725090	318	341
FNMA #725284	104	114
FNMA #725815	676	755
FNMA #740843	244	266
FNMA #745629	2,299	2,575
FNMA #747019	353	383
FNMA #754297	139	148
FNMA #759123	278	293
FNMA #761141	1,053	1,137
FNMA #764082	406	420
FNMA #764156	325	345
FNMA ARM #768117	199	213
FNMA #780582	332	359
FNMA ARM #786628	161	173
FNMA #794787	391	419
FNMA ARM #799769	288	301
FNMA ARM #801344	276	292
FNMA #809534 5.09% 2/01/35	412	435
FNMA ARM #817198	94	101
FNMA ARM #817199	348	374
FNMA 10/1 HYBRID ARM 5.1% 8/1/35	971	1,049
FNMA ARM #820545	386	415
FNMA ARM #826908	1,012	1,085
FNMA #831809	1,673	1,862
FNMA #844705	716	772
FNMA #844816	246	266
FNMA ARM #847988	632	672
FNMA ARM #849082	399	423
FNMA ARM #849170	163	174
FNMA #865689	501	538
FNMA #865818	433	466
FNMA ARM #866097	326	345
FNMA 5.5 04/01/2021	769	835
FNMA ARM #872753	215	231

• Indicates party-in-interest

** Cost information not required for participant-directed investments

32

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a) — FNMA #886054	736	841
FNMA ARM #887096	337	362
FEDERAL NATL MTGE ASSN POOL #888832	1,447	1,623
FNMA ARM #888989	855	913
FNMA 889052 6 02/01/2038	2,030	2,245
FNCL 30YR	1,334	1,469
FEDERAL NATL MTGE ASSN POOL #890231	144	155
FNMA 30 YR	1,309	1,457
FEDERAL NATL MTGE ASSN POOL #933805	2,281	2,514
FNMA #949320	813	928
FEDERAL NATL MTG ASSN GTD MTG PASS	1,315	1,422
F CI 988113	333	362
F CI 988961	448	486
FEDERAL NATL MTGE ASSN POOL #995097	812	911
FEDERAL NATL MTGE ASSN POOL #995753	5,133	5,474
FNMA 10 YEAR 3.5% 10/1/2020	3,835	4,032
FEDERAL NATL MTGE ASSN POOL #MA0629	2,690	2,817
FEDERAL NATL MTGE ASSN POOL #AD0898	3,646	3,844
GNMA 2006-30-A	1,775	1,815
GNMA REMIC TRUST 2009-63 1/16/2038	2,518	2,623
GNMA REMIC TRUST 2009-71 4/16/2038	3,793	3,929
GNMA REMIC TRUST 2010-18 12/16/2050	2,951	3,062
GNMA REMIC 2.229% 12/16/30	2,145	2,170
GNMA REMIC TRUST 2010-16 A 3.2140%	2,151	2,240
GNMA REMIC TRUST 2010-16 5/16/2033	3,490	3,544
GNMA REMIC 2.461% 8/16/22	2,566	2,582
GNMA REMIC TRUST 2010-36 11/16/2027	2,141	2,175
GNMA REMIC TRUST 2010-52 8/16/2027	2,360	2,384
GNMA REMIC TRUST 2010-49 3/16/2051	1,171	1,196
GNMA REMIC TRUST 2010-65 A 2.0170%	2,316	2,329
GNMA REMIC TRUST 2010-63 4/16/2028	11,147	11,366
GNMA REMIC TRUST 2010-71 6/16/2029	3,084	3,129
GNMA REMIC TRUST 2010-74 9/16/2033	2,811	2,849
GNMA REMIC TRUST 2010-83 10/16/2050	4,920	4,948
GNMA REMIC TRUST 2010-100 6/16/2050	3,009	3,051
GNMA REMIC TRUST 2010-122 A 1.8970%	2,604	2,626
GNMA REMIC TRUST 2010-141 A 1.8640%	1,855	1,866
UNITED STATES TREAS NTS 2.0000%	1,795	2,329
UNITED STATES TREAS NTS 1.8750%	1,825	2,343
UNITED STATES TREAS NTS 1.2500%	3,920	4,395
UNITED STATES TREAS NTS 0.5000%	2,520	2,755
UNITED STATES TREAS NTS 2.0000%	2,355	2,484
UNITED STATES TREAS NTS 0.1250%	7,560	8,085
UNITED STATES TREAS NTS 2.1250%	3,600	3,819
UNITED STATES TREAS NTS 0.8750%	1,630	1,635
FEDERAL FARM CR BKS 0.0000%	2,450	2,451
FEDERAL FARM CR BKS 0.0000%	1,230	1,230
FHMS 2006-K1-A2	3,971	4,397
NCUA GUARANTEED NOTES VAR 6/12/2013	2,785	2,782
PRIVATE EXPT FDG CORP 5.4500%	1,920	2,326

• Indicates party-in-interest

** Cost information not required for participant-directed investments

33

Table of Contents

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2011

(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party — PRIVATE EXPORT 3.05% 10/15/14	3,425	3,640
	Common/Collective Trusts
	RVST US GOVERNMENT INCOME FUND	1,031	30,236
	RVST US STABLE CAPITAL FUND I	1,823	47,121
	Money Market
	RVST US GOVERNMENT SECURITIES I	72,591	72,591
	The Stable Value Fund, Excluding Wrappers Total		622,215
	Wrapper Contracts
	BANK OF AMERICA – #01-132, MATURES 12/31/50, 4.10%		146
	JP MORGAN CHASE I – #AISP01, MATURES 12/31/50, 4.24%		145
	MET LIFE – #28972, MATURES 12/31/50, 3.98%		275
	MONUMENT LIFE II – #MDA00633TR, MATURES 12/31/50, 4.11%		216
	MONUMENT LIFE V - #MDA00375TR, MATURES 12/31/50, 4.08%		790
	NATIXIS - #1025-06, MATURES 12/31/50, 4.04%		244
	PACIFIC LIFE - #26755, MATURES 12/31/50, 4.00%		87
	RABOBANK I - #ISP-109501, MATURES 12/31/50, 4.09%		436
	RBC I - #10903, MATURES 12/31/50, 4.02%		297
	RBC II - #20903, MATURES 12/31/50, 4.50%		99
	STATE STREET II - #101063, MATURES 12/31/50, 4.02%		168
	Wrapper Contracts Total		2,903
	TOTAL INVESTMENTS, AT FAIR VALUE		3,234,183
	Adjustment from Fair Value to Contract Value
	BANK OF AMERICA – #01-132, MATURES 12/31/50, 4.10%		(1,068	)
	JP MORGAN CHASE I – #AISP01, MATURES 12/31/50, 4.24%		(2,288	)
	MET LIFE – #28972, MATURES 12/31/50, 3.98%		(1,981	)
	MONUMENT LIFE II – #MDA00633TR, MATURES 12/31/50, 4.11%		(1,594	)
	MONUMENT LIFE V - #MDA00375TR, MATURES 12/31/50, 4.08%		(4,695	)
	NATIXIS - #1025-06, MATURES 12/31/50, 4.04%		(2,320	)
	PACIFIC LIFE - #26755, MATURES 12/31/50, 4.00%		(805	)
	RABOBANK I - #ISP-109501, MATURES 12/31/50, 4.09%		(1,742	)
	RBC I - #10903, MATURES 12/31/50, 4.02%		(2,099	)
	RBC II - #20903, MATURES 12/31/50, 4.50%		(1,713	)
	STATE STREET II - #101063, MATURES 12/31/50, 4.02%		(1,601	)
	Adjustments from Fair Value to Contract Value Total		(21,906	)
	INVESTMENT TOTAL AS OF 12/31/2011		3,212,277
*	Loans to Participants
	Various Loans - 3.25% through 9.50% due through September 27, 2041		102,610
	Loans to Participants Total		102,610

• Indicates party-in-interest

** Cost information not required for participant-directed investments

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SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Employee Benefits Administration Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Valeria Christensen
Valeria Christensen
Employee Benefits Administration Committee

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EXHIBIT INDEX

Exhibit Number	Description
23.1	Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP

E-1