Edgar Filing: AMERICAN EXPRESS CO

11-K

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, 2012


		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

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Financial Statements and Supplemental Schedule

Table of Contents


		Page

Report of Independent Registered Public Accounting Firm

FINANCIAL STATEMENTS

Statements of Net Assets Available for Benefits as of December 31, 2012 and 2011		1

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2012		2

Notes to Financial Statements		3

SUPPLEMENTAL SCHEDULE*

Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2012		17

Signature		37

Exhibit Index		E-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.

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, 2012 and 2011, and the changes in net assets available for benefits for the year ended December 31, 2012 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, 2012 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, 2013

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Statements of Net Assets Available for Benefits

as of December 31, 2012 and 2011



(Thousands)	2012		2011
Assets
Investments, at fair value:
Money market funds	$	44,078	$	36,040
Common stocks		1,615,256		1,410,079
Fixed income securities		603		344
Common/collective trusts		541,944		418,121
Mutual funds		920,739		744,481
Stable Value Fund		652,700		665,003

Total investments, at fair value		3,775,320		3,274,068

Due from brokers		5,853		1,830
Cash (non-interest bearing)		5,796		145
Receivables:
Notes receivable from participants		101,139		102,610
Investment income accrued		198		1,434
Employer contributions:
Profit sharing		43,996		58,694
Other than profit sharing		28,140		26,944
Employee contributions		—		3,857

Total Assets		3,960,442		3,469,582


Liabilities
Accrued expenses		1,251		2,446
Due to brokers		26,276		40,392

Total Liabilities		27,527		42,838

Net assets reflecting investments at fair value		3,932,915		3,426,744


Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(16,214)		(21,906)

Net assets available for benefits	$	3,916,701	$	3,404,838

See accompanying notes to the financial statements.

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

for the Year Ended December 31, 2012



(Thousands)	2012
Contributions
Employer
Profit sharing	$	44,007
Other than profit sharing		126,203
Employee		148,344
Rollovers		10,284

Total contributions		328,838


Investment income
Net appreciation in fair value of investments		410,326
Interest and dividends		73,351
Other income		1,112

Total investment income		484,789


Interest on notes receivable from participants		3,499

Total additions to net assets		817,126


Withdrawal payments		(305,263)

Net increase in net assets available for benefits		511,863


Net assets available for benefits at beginning of year		3,404,838

Net assets available for benefits at end of year	$	3,916,701

See accompanying notes to the financial statements.

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 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 (“EBAC”) and the Company’s Retirement Savings Plan Investment Committee (“RSPIC”). The Plan Document requires that the American Express Company Stock Fund be offered as an investment option. 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, RSPIC has the power to appoint investment managers to make investment decisions. The members of 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 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 $250,000 and $245,000 in 2012 and 2011, respectively, 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 and/or Roth Contributions, and/or 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 type of after-tax contribution that is subject to most of the same rules as pre-tax contributions. The Internal Revenue Code of 1986, as amended (the “Code”) imposes a limitation that is adjusted annually for cost of living increases on participants’ pre-tax and Roth contributions to plans which are qualified under Code Section 401(k) and other specified tax favored plans. For 2012 and 2011, this limit was $17,000 and $16,500, respectively, for participants under age 50 and $22,500 and $22,000, respectively, for participants age 50 or older. The Plan complied with nondiscrimination requirements under the Code during 2012 and 2011 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.

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 six months of service.

Profit Sharing Contributions

Upon a participant’s completion of six months of service, 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 2.25% and 3.25% of participant Total Pay in 2012 and 2011, respectively. Eligible Global Business Travel participants received Profit Sharing Contributions equal to 1.00% of their Total Pay in 2012 and 2.00% of their Total Pay in 2011.

Qualified Non-elective Contributions

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 a QNEC. Any QNECs are fully vested when made and distributable only under circumstances that permit distributions of pre-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 Total Pay.

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. Account balances may be allocated among the Plan’s investment options on a daily basis.

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. The Plan also allows in-Plan Roth conversion rollovers.

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

2012 Profit Sharing Contributions made to the Plan in March 2013 were reduced by $1.7 million from forfeited account balances. Forfeitures of terminated participants’ non-vested accounts are used to pay Plan expenses or to reduce future Company contributions. Forfeited non-vested balances were $1.2 million as of both December 31, 2012 and 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, 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 outstanding to participants at December 31, 2012 carried interest rates varying from 3.25% to 9.50% and will mature at various dates through October 2042. Effective September 1, 2012, there was a change in the interest rate determination from prime rate to prime rate plus one percent.

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 pre-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 (or another plan from which a direct rollover of Roth contributions is received) 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 attainment of 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. Distributions may be rolled over to a qualified Individual Retirement Account (“IRA”) or other qualified employer retirement plan, if that plan allows rollovers.

Expenses

The Company, in its discretion, may pay certain administrative expenses, with any expenses not paid by the Company being charged to the Plan. 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 $14.5 million for the year ended December 31, 2012. 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.

2.	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

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

and agency securities, municipal bonds and foreign bonds are valued at closing bid quotations at the financial statement date or the latest available date. When quoted prices of identical investment securities in active markets are not available, the fair values for the Plan’s fixed income securities are obtained primarily from pricing services engaged by the Plan’s Trustee, and the Plan receives one price for each security.

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.

Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) recent accounting standards applicable to the Plan are as follows:

The rollforward of Level 3 activity on a gross basis is a clarification of existing disclosure requirements related to the level of disaggregation to be used for assets and liabilities as well as disclosures on the inputs and valuation techniques used to measure fair value. The standard is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosure requirements related to the Level 3 rollforward, which are effective for interim and annual periods beginning after December 15, 2010. The Plan adopted the standard October 1, 2010, except for the additional disclosures related to the Level 3 rollforward, which the Plan adopted October 1, 2011. The adoption did not impact the Plan’s Statements of Net Assets Available for Benefits and Statements of Changes in Net Assets Available for Benefits.

In January 2010, the FASB updated the accounting standards related to disclosures on fair value measurements. The standard expands the current disclosure requirements to include additional detail about significant transfers between Levels 1 and 2 within the fair value hierarchy.

In May 2011, the FASB updated the accounting standards related to fair value measurement and disclosure requirements. The standard requires entities, for assets and liabilities measured at fair value in the Statement of Net Assets Available for Benefits which are Level 3 fair value measurements, to disclose quantitative information about unobservable inputs and assumptions used in the measurements, a description of the valuation processes in place, and a qualitative discussion about the sensitivity of the measurements to changes in unobservable inputs and interrelationships between those inputs if a change in those inputs would result in a significantly different fair value measurement. The standard is effective for annual periods beginning on or after December 15, 2011. The adoption did not have a material effect on the Plan’s Statements of Net Assets Available for Benefits and Statements of Changes in Net Assets Available for Benefits.

Classification of Various Items

Certain reclassifications of prior period amounts have been made to conform to the current presentation. These other reclassifications did not have an impact on the Plan’s financial position or change in net assets available for benefits.

Subsequent Events

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

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

3.	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 that the Plan can access.

•

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability, including:

–

Quoted prices for similar assets or liabilities in active markets;

–

Quoted prices for identical or similar assets or liabilities in markets that are not active;

–

Inputs other than quoted prices that are observable for the asset or liability; and

–

Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

•

Level 3 – Inputs that are unobservable and reflect the 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 Plan 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 Plan 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

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, 2012:



Description (Thousands)	Total		Level 1		Level 2		Level 3
Money market funds	$	44,078	$	44,078	$	—	$	—
Common stocks		1,615,256		1,615,256		—		—
Fixed income securities		603		—		603		—
Common/collective trusts
Bond funds		155,595		—		155,595		—
Domestic equity funds		386,349		—		386,349		—
Mutual funds
Fixed income funds		312,022		312,022		—		—
Domestic equity funds		136,803		136,803		—		—
International equity funds		471,914		471,914		—		—
Stable Value Fund
Fixed income funds		404,432		—		404,432		—
Common/collective trusts
Fixed income funds		248,098		—		248,098		—
Wrap agreements		170		—		—		170

Total	$	3,775,320	$	2,580,073	$	1,195,077	$	170

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, 2011:



Description (Thousands)	Total		Level 1		Level 2		Level 3
Money market funds	$	36,040	$	36,040	$	—	$	—
Common stocks		1,410,079		1,410,079		—		—
Fixed income securities		344		—		344		—
Common/collective trusts
Bond funds		123,342		—		123,342		—
Domestic equity funds^(a)		294,779		—		294,779		—
Mutual funds
Fixed income funds		242,119		242,119		—		—
Domestic equity funds^(a)		133,170		133,170		—		—
International equity fund		369,192		369,192		—		—
Stable Value Fund
Fixed income funds		512,152		—		512,152		—
Common/collective trusts
Fixed income funds		149,948		—		149,948		—
Wrap agreements		2,903		—		—		2,903

Total	$	3,274,068	$	2,190,600	$	1,080,565	$	2,903

(a) During 2011, the Vanguard Employee Benefit Index Fund was changed from a mutual fund to a common/collective trust, resulting in a transfer of approximately $230 million from a Level 1 asset to a Level 2 asset of the fair value hierarchy.

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, 2012 and 2011:



(Thousands)	2012		2011
Balance, beginning of year	$	2,903	$	2,367
Net unrealized (losses) gains relating to instruments still held at the reporting date		(2,733)		536

Balance, end of year	$	170	$	2,903

Unrealized gains included in changes in fair value above are reported in the net appreciation in fair value of investments in the Statement of Changes in Net Assets Available for Benefits. There were no transfers in and/or out of the Plan’s Level 3 assets for the periods ended December 31, 2012 and 2011.

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 (categorized in the valuation hierarchy table above), the Plan applies the following valuation techniques:

•

Money market funds are valued by the net asset value (the “NAV”), which represents the exit price.

•

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 reported trade price at that date or the latest available date. 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 NAV of the fund and to transact at this price. Hence, open-end mutual

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

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 investment objective. These investments, however, are non-registered (with the SEC, unlike mutual funds which are 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 daily trading. These investments are classified within Level 2 of the fair value hierarchy. When measuring the fair value of such funds, the NAV, as provided by the fund sponsor, is corroborated with observable inputs provided by pricing services for the securities. In certain instances, NAVs may require adjustments to more appropriately reflect the fair value.

•

When quoted prices of identical investment securities in active markets are not available, the fair values for the Plan’s fixed income securities are obtained primarily from pricing services 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 did not apply any adjustments to the pricing models used. In addition, the Plan did not apply any adjustments to the prices received from the pricing services. The Plan reaffirms its understanding of the valuation techniques used by its pricing services at least annually. In addition, the Plan corroborates the prices provided by its pricing services for reasonableness by comparing the prices from the respective pricing services to valuations obtained from different pricing sources as well as comparing prices to the sale prices received from sold securities. In instances where price discrepancies are identified between different pricing sources, the Plan evaluates such discrepancies to ensure that the prices used for its valuation represent the fair value of the underlying investment securities. As of December 31, 2012, 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 agreements are purchased to protect against the loss of value on the underlying fixed income securities. The wrap agreements are valued using a market approach methodology, which incorporates the difference between current market rates for agreement level wrap fees and the current wrap fee associated with the agreement. The adjustment to contract value represents the remaining difference between the combined fair value of underlying fixed income securities and the wrap agreements, versus the wrap agreement value. These wrap agreements 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, 2012, 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.

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

4.	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, 2012 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, which currently invest in a single index fund. Each of the Core Investment Funds represents a broad asset class.

The Stable Value Fund

The Fund’s primary return source is the interest earned on diversified pools of U.S. government and agency fixed income securities together with book value wrap agreements issued by creditworthy insurance companies or banks. The book value wrap agreements provide that participants may withdraw their money from the Fund based on their initial deposits plus the accrued interest, without regard to the market value of the underlying fixed income securities. The strategy may also invest in collective investment funds that have substantially similar investment guidelines and underlying assets. This Fund is diversified by book value wrap issuer and by security type.

The average yield on investment contracts was 2.50% and 3.16% for December 31, 2012 and 2011, respectively. The weighted average crediting rates on investment contracts was 2.11% and 2.71% as of December 31, 2012 and 2011, respectively. The goal of this fund is to protect original investment while offering a competitive rate of interest with minimum risk.

The Diversified Bond Fund

The Fund’s current objective is to maximize interest income by investing in a portfolio of investment-grade debt securities and other fixed income instruments. The Fund is constructed to have risk characteristics comparable to those of the Barclays Capital U.S. Aggregate Bond Index TR. The Fund normally invests in U.S. Treasuries and agencies, asset-backed securities, mortgage-backed securities and investment-grade corporate bonds.

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.

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 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 TR, 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 to provide long-term capital appreciation from investments in non-U.S. stocks.

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 the Morgan Stanley Capital International All Country World Ex-U.S. Investable Market Index NR, 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 current objective of each Retirement Fund is to provide the highest total return over time consistent with an emphasis on both capital growth and income. As each Fund approaches its maturity date, the allocation to fixed income increases to help preserve capital, generate income, and reduce risk. 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.

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

Self-Directed Brokerage Account (“SDA”)

The SDA gives participants the opportunity to invest in a wide variety of mutual funds in addition to the specific investment options listed earlier. Participants are provided a list of several thousand mutual funds from which to make choices and investment selections of their own design.

Additional Investment Details

As of December 31, 2012 and 2011, investments with a fair value representing 5% or more of the Plan’s net assets were as follows:



Description (Thousands)	2012		2011
American Express Company common stock	$	572,593	$	509,985
Vanguard Employee Benefit Index #528		386,349		310,141
PIMCO Total Return Fund		285,479		228,244

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, 2012 or 2011.

As of December 31, 2012 and 2011, investment options with a fair value representing 5% or more of the Plan’s net assets were as follows:



Description (Thousands)	2012		2011
The U.S. Large-Cap Equity Fund	$	1,028,012	$	877,019
The Stable Value Fund		652,700		665,003
American Express Company Stock Fund		577,946		514,915
The International Equity Fund		456,597		362,363
The Diversified Bond Fund		441,074		351,586
The U.S. Small/Mid-Cap Equity Fund		379,451		329,888

During 2012, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated/(depreciated) in fair value as follows:



Description (Thousands)	2012
Common stocks	$	256,444
Mutual funds		71,305
Common/collective trusts		85,310
Wrap agreements		(2,733)

Net appreciation in fair value of investments	$	410,326

5.	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.

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

6.	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 under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and, therefore, the related trust is exempt from taxation. The Plan has been amended after the period covered by the determination letter. The Plan filed in November 2010 for an updated determination letter which is pending with the IRS. 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 taken by the Plan, and has concluded that as of December 31, 2012, 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 2005, which is the earliest open year for U.S. federal income tax purposes.

7.	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, 2012 and 2011:



(Thousands)	2012		2011
Net assets available for benefits per the financial statements	$	3,916,701	$	3,404,838
Less: Loans deemed distributed		(1,230)		(1,430)

Net assets available for benefits per the Form 5500	$	3,915,471	$	3,403,408

The following is a reconciliation of withdrawal payments per the financial statements to Form 5500 for the year ended December 31, 2012:



(Thousands)	2012
Withdrawal payments per the financial statements	$	305,263
Plus: Certain deemed distributions of participant loans		251
Less: Deemed loans offset by distributions		(474)

Withdrawal payments per the Form 5500	$	305,040

The following is a reconciliation of interest on participant loans per the financial statements to Form 5500 for the year ended December 31, 2012:



(Thousands)	2012
Interest on notes receivable from participants per the financial statements	$	3,499
Interest on deemed distributed loans		4

Interest on participant loans per the Form 5500	$	3,503

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.

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Notes to Financial Statements

8.	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, 2012 and 2011.



(Thousands)

Wells Fargo Advantage Heritage Money Market Fund	2012		2011

Balance, beginning of year	$	23,170	$	25,233

Purchases		525,056		512,208

Sales		(520,523)		(514,271)



Balance, end of year	$	27,703	$	23,170



American Express Company Common Stock	2012		2011

Balance, beginning of year	$	509,985	$	504,049

Realized gains		8,118		5,102

Unrealized gains		101,453		45,083

Purchases		8,238		10,553

Sales / Distributions		(55,201)		(54,802)



Balance, end of year	$	572,593	$	509,985



Wells Fargo and Company Common Stock	2012		2011

Balance, beginning of year	$	1,307	$	1,382

Realized gains / (losses)		3		(27)

Unrealized gains / (losses)		343		(146)

Purchases		4,822		370

Sales		(30)		(272)



Balance, end of year	$	6,445	$	1,307

SUPPLEMENTAL SCHEDULE

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012

(a)

(b) Identity of Issue, Borrower, Lessor, or Similar Party

(c) Number
of Shares /
  Units or Face
Amount (in
thousands)

(d) Cost

      (e) Current
Value (in
thousands)

American Express Company Stock Fund

Money Market

WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106

5,353

Common Stock

AMERICAN EXPRESS COMPANY COMMON STOCK

9,962

572,593

American Express Company Stock Fund Total

577,946

Self Directed Account

Cash Equivalents

CASH EQUIVALENTS

16,376

Common Stock

COMMON STOCK

6,796

Mutual Funds

MUTUAL FUNDS

110,802

Self Directed Account Total

133,974

The Diversified Bond Index Fund

Mutual Funds

VANGUARD TOTAL BOND INDEX FUND I #222

2,393

26,543

The International Equity Index Fund

Mutual Funds

VANGUARD TOTAL INTERNATIONAL STOCK INDEX

153

15,318

The U.S. Large-Cap Equity Index Fund

Mutual Funds

VANGUARD EMPLOYEE BENEFIT INDEX #528

262

38,783

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

Mutual Funds

VANGUARD EXTENDED MARKET INDEX FUND #856

543

24,922

The Diversified Bond Fund

Common/Collective Trusts

LOOMIS SAYLES CORE FULL BOND FUND

9,470

155,595

Mutual Funds

PIMCO TOTAL RETURN FUND-INST #35

25,398

285,479

The Diversified Bond Fund Total

441,074

The U.S. Large-Cap Equity Fund

Mutual Funds

VANGUARD EMPLOYEE BENEFIT INDEX #528

2,351

347,566

Money Market

WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (COLUMBIA)

5,573

5,572

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (SANDS)		936			936
	*Fixed Income*
	CEMEX S.A.B. de C.V. U.S. 3.750% 3/15/2018		531			603
	*Common Stock*
	ABB LTD - ADR		74			1,546
	ACCENTURE PLC		27			1,793
	ACE LIMITED		110			8,775
	ADT CORP/THE		35			1,610
	AFLAC INC		31			1,657
	AGILENT TECHNOLOGIES INC		61			2,479
	ALEXION PHARMACEUTICALS INC		110			10,311
	ALLERGAN INC		144			13,209
	ALLSTATE CORP		107			4,298
	ALTRIA GROUP INC		94			2,957
	AMAZON COM INC COM		95			23,833
	AMERICAN ELECTRIC POWER INC		22			934
	AMERICAN INTERNATIONAL GROUP, INC		16			550
	AMGEN INC		25			2,155
	ANADARKO PETROLEUM CORP		27			1,994
	APPLE INC		46			24,214
	ASTRAZENECA PLC ADR		39			1,832
	AT & T INC		227			7,656
	ATHENAHEALTH INC		44			3,225
	BIOMARIN PHARMACEUTICAL INC		105			5,166
	BLACKROCK INC		7			1,406
	BOEING CO		60			4,485
	BOSTON SCIENTIFIC CORP COM		166			953
	BP PLC - ADR		52			2,174
	BRISTOL MYERS SQUIBB CO		122			3,982
	C&J ENERGY SERVICES INC		33			700
	CAMERON INTL CORP		20			1,140
	CATERPILLAR INC		42			3,734
	CENTURYLINK, INC		105			4,117
	CERNER CORP COM		113			8,759
	CHEVRON CORP		57			6,163
	CHIPOTLE MEXICAN GRILL INC		32			9,370
	CISCO SYSTEMS INC		300			5,891
	CITIGROUP, INC.		150			5,919
	COACH INC		147			8,160
	COMCAST CORP CLASS A		68			2,528
	DEEMED REDEEMED ASML HOLDING NV		164			10,560
	DELL INC		122			1,239
	DELTA AIR LINES INC		93			1,099
	DEUTSCHE TELEKOM AG - ADR		133			1,511
	DOMINION RES INC VA		44			2,266
	DOW CHEMICAL CO		144			4,663

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	DU PONT E I DE NEMOURS & CO		42			1,900
	DUKE ENERGY HOLDING CORP. COM		22			1,379
	EATON CORP PLC		92			4,987
	EBAY INC		41			2,076
	ENBRIDGE INC		100			4,347
	ENDURANCE SPECIALTY HOLDINGS		21			837
	ENTERGY CORP NEW COM		25			1,571
	EQT CORPORATION		36			2,103
	EXXON MOBIL CORPORATION		33			2,871
	F5 NETWORKS INC		88			8,438
	FACEBOOK INC		317			6,724
	FIRSTENERGY CORP COM		33			1,369
	FMC TECHNOLOGIES INC		157			8,549
	FORD MOTOR COMPANY		468			6,058
	GENERAL ELECTRIC CO		373			7,839
	GOLDMAN SACHS GROUP INC		43			5,452
	GOOGLE INC		31			22,070
	HOME DEPOT INC		106			6,587
	HONEYWELL INTERNATIONAL INC		34			2,156
	HUBBELL INC CL B		26			2,193
	ILLINOIS TOOL WORKS INC		50			3,042
	INTEL CORP		160			3,292
	INTERCONTINENTALEXCHANGE INC		55			6,810
	INTERNATIONAL PAPER CO		48			1,896
	INTUITIVE SURGICAL INC		13			6,375
	JOHNSON & JOHNSON		81			5,652
	JPMORGAN CHASE & CO		227			9,981
	KELLOGG CO		30			1,670
	KIMBERLY CLARK CORP COM		38			3,224
	KOHLS CORP		34			1,457
	KRAFT FOODS GROUP INC		29			1,302
	LAS VEGAS SANDS CORP		165			7,616
	LOCKHEED MARTIN CORP		34			3,159
	LORILLARD INC		39			4,596
	MACY S INC		100			3,914
	MASTERCARD INC		13			6,500
	MCDONALDS CORP		51			4,477
	MERCK & CO INC NEW		184			7,520
	METLIFE INC		63			2,063
	MICROCHIP TECHNOLOGY INC COM		77			2,514
	MICROSOFT CORP		132			3,537
	MONDELEZ INTERNATIONAL INC		86			2,187
	MORGAN STANLEY		152			2,901
	MOSAIC CO/THE		58			3,262
	NATIONAL OILWELL INC COM		18			1,208
	NATIONAL OILWELL INC COM		109			7,450

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	NEWS CORP		78			1,987
	NEXTERA ENERGY INC		28			1,931
	NIKE INC CL B		176			9,082
	NOVARTIS AG - ADR		66			4,177
	NYSE EURONEXT INC		33			1,047
	OCCIDENTAL PETE CORP		37			2,844
	ORACLE CORPORATION		73			2,437
	PARKER HANNIFIN CORP		36			3,101
	PARTNERRE LTD COM		4			339
	PENTAIR, LTD.		17			817
	PEPSICO INC		31			2,152
	PFIZER INC		415			10,416
	PG&E CORP COM		51			2,062
	PHILIP MORRIS INTERNATIONAL INC		47			3,902
	PHILLIPS 66		26			1,375
	PIONEER NAT RES CO COM		21			2,270
	PPL CORPORATION		42			1,206
	PRAXAIR INC COM		83			9,084
	PRICELINE COM INC		16			9,926
	PROCTER & GAMBLE CO		69			4,665
	PROLOGIS INC		21			775
	QUALCOMM INC		173			10,702
	REGAL ENTERTAINMENT GROUP- CL A		103			1,439
	REGENERON PHARMACEUTICALS INC		44			7,527
	ROCHE HOLDINGS LTD - ADR		40			2,015
	ROYAL DUTCH SHELL PLC ADR		76			5,207
	SALESFORCE COM INC		130			21,853
	SCHLUMBERGER LTD		31			2,141
	SCHLUMBERGER LTD		143			9,910
	SEADRILL LIMITED		33			1,214
	SEMPRA ENERGY COM		41			2,885
	SOUTHWESTERN ENERGY CO COM		152			5,078
	STARBUCKS CORP COM		150			8,045
	SUNCOR ENERGY INC NEW F		50			1,646
	SYSCO CORP		29			931
	TARGET CORP		131			7,780
	TE CONNECTIVITY LTD		55			2,043
	TEVA PHARMACEUTICAL INDUSTRIES		22			836
	THE HERSHEY COMPANY		13			932
	THERMO FISHER SCIENTIFIC INC		47			2,983
	TIME WARNER INC		48			2,317
	TOTAL S.A. - ADR		18			954
	TRAVELERS COMPANIES, INC		43			3,105
	TYCO INTERNATIONAL LTD NEW		69			2,026
	UNILEVER N.V. - ADR		61			2,339
	UNION PACIFIC CORP		25			3,140

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	UNITED TECHNOLOGIES CORP		23			1,919
	UNITED CONTINENTAL HOLDINGS, INC.		102			2,377
	UNITEDHEALTH GROUP INC		121			6,541
	VALERO ENERGY CORP		39			1,331
	VERIZON COMMUNICATIONS		160			6,927
	VIACOM INC NEW		35			1,870
	VISA INC-CLASS A SHRS		161			24,404
	VODAFONE GROUP PLC NEW ADR		89			2,242
	WAL MART STORES INC		50			3,422
	WALT DISNEY CO		54			2,705
*	WELLS FARGO & CO		189			6,445
	WILLIAMS COS INC		24			773
	WINDSTREAM CORP		99			817
	XL GROUP PLC		351			8,795

	The U.S. Large-Cap Equity Fund Total					1,028,012


	The International Equity Fund
	*Mutual Funds*
	AMERICAN FUNDS EUROPACIFIC GROWTH R6 #2616		4,072			167,705
	DFA EMERGING MARKETS VALUE FUND #95		3,093			92,292
	DFA INTERNATIONAL SMALL CAP VALUE PORTFOLIO #66		2,906			46,438
	GMO INTERNATIONAL CORE EQUITY FUND III		5,269			150,162

	The International Equity Fund Total					456,597


	The U.S. Small/Mid-Cap Equity Fund
	*Money Market*
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (BUCKHEAD)		4,276			4,276
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (RAINER)		99			99
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (TIMES CAP)		4,493			4,493
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (WESTWOOD)		6,295			6,295
*	WELLS FARGO ADV HERITAGE MONEY MARKET FUND #3106 (WMC)		678			678
	*Mutual Funds*
	THL CREDIT INC		73			1,078
	*Common Stock*
	3D SYSTEMS CORPORATION		12			664
	AARON’S INC		36			1,014
	ACCO BRANDS CORP		104			760
	ACI WORLDWIDE INC		9			402
	ACUITY BRANDS (HOLDING COMPANY) INC		6			427
	ADTRAN INC		30			576
	ADVANCE AUTO PARTS INC		2			166
	ADVANCE AUTO PTS INC		11			803
	ADVISORY BRD CO		18			861

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	AERCAP HOLDINGS NV		80			1,093
	AFFILIATED MANAGERS GROUP, INC COM		6			789
	AGCO CORP COM		18			899
	AIRGAS INC COM		7			610
	AIRIAD PHARMACEUTICALS INC		21			412
	AKAMAI TECHNOLOGIES		19			779
	ALBANY INTL CORP NEW CL A		41			925
	ALEXANDRIA REAL ESTATE EQUITIES		24			1,629
	ALEXION PHARMACEUTICALS INC		4			372
	ALIGN TECHNOLOGY INC		23			644
	ALLEGHANY CORP DEL NEW		3			936
	ALLEGIANT TRAVEL CO		15			1,064
	ALLEGIANT TRAVEL CO		6			435
	ALLETE INC		4			170
	ALLIANCE DATA SYS CORP		14			2,056
	ALLSCRIPTS HEALTHCARE SOLUTIONS INC		10			94
	AMC NETWORKS INC		13			644
	AMDOCS LIMITED COM		32			1,088
	AMERI SOURCEBERGEN CORP		28			1,210
	AMERICAN CAMPUS CMNTYS INC		9			410
	AMERICAN WATER WORKS CO INC/NE		23			865
	AMSURG CORP		25			741
	ANNIE S INC		20			655
	APOLLO GLOBAL MANAGEMENT LLC		70			1,207
	APPROACH RESOURCES INC		2			50
	APTARGROUP INC COM		10			496
	ARBITRON INC		27			1,237
	ARES CAP CORP		43			758
	ARES CAP CORP		31			547
	ARIAD PHARMACEUTICALS INC		24			451
	ARRIS GROUP INC		76			1,135
	ASCENA RETAIL GROUP INC		43			800
	ASPEN INSURANCE HOLDINGS LTDSHS		57			1,838
	ASSURED GUARANTY LTD USD 1.0		30			423
	ATLAS AIR WORLDWIDE HLDGS INC		12			527
	ATMOS ENERGY CORP		16			544
	AVAGO TECHNOLOGIES LTD		26			809
	AVERY DENNISON CORP		16			559
	AXIS CAPITAL HOLDINGS LTD		46			1,607
	B/E AEROSPACE INC		37			1,843
	B/E AEROSPACE INC		24			1,173
	BALLY TECHNOLOGIES INC		21			952
	BANKUNITED INC		55			1,347
	BANNER CORP		10			304
	BELDEN INC		36			1,597

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	BERKLEY W R CORP		15			547
	BIO RAD LABS INC CL A		5			525
	BIO-REFERENCE LABS INC		11			316
	BLOUNT INTERNATIONAL INC		64			1,019
	BONANZA CREEK ENERGY INC		14			384
	BORG WARNER INC		19			1,389
	BRISTOW GROUP INC		9			504
	BROADRIDGE FINANCIAL SOLUTIONS		70			1,597
	BROOKDALE SR LIVING INC		35			874
	BROWN & BROWN INC		52			1,315
	CABOT MICROELECTRONICS CORP		23			799
	CAREFUSION CORP		70			1,992
	CARLISLE COS INC		33			1,939
	CARPENTER TECHNOLOGY CORP		21			1,104
	CARRIZO OIL & GAS INC		48			1,012
	CASEYS GEN STORES INC		13			680
	CATAMARAN CORP		13			627
	CATHAY BANCORP INC		46			892
	CATO CORP NEW CL A		36			998
	CAVIUM INC		18			566
	CBRE GROUP INC		42			834
	CEC ENTERTAINMENT INC COM		25			820
	CHARLES RIVER LABORATORIES		32			1,184
	CHICAGO BRIDGE & IRON COMPANY N.V.		24			1,116
	CHILDRENS PL RETAIL STORES INC COM		28			1,236
	CHOICE HOTELS INTL INC COM		8			262
	CHURCH & DWIGHT INC		9			508
	CIT GROUP INC		16			610
	CITRIX SYS INC COM		11			708
	CLARCOR INC		23			1,113
	CLEAN HARBORS INC		39			2,123
	CLOUD PEAK ENERGY INC		41			785
	CMS ENERGY CORP		49			1,195
	COHERENT INC		10			501
	COINSTAR COM		35			1,830
	COLFAX CORPORATION		45			1,832
	COMERICA INC		18			531
	COMMVAULT SYSTEMS INC		12			801
	COMMVAULT SYSTEMS INC		6			397
	CONSOL ENERGY INC		27			870
	CON-WAY INC COM		32			899
	COOPER COS INC COM NEW		9			804
	CORPORATE EXECUTIVE BOARD CO		37			1,770
	CORRECTIONS CORP OF AMER		16			582
	COSTAR GROUP, INC		18			1,644
	CUBESMART		17			246

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	CUBIC CORP		10			461
	CUBIST PHARMACEUTICALS INC		15			636
	DAVITA HEALTHCARE PARTNERS INC		13			1,415
	DAVITA HEALTHCARE PARTNERS INC		2			244
	DELEK US HLDGS INC		17			427
	DELTIC TIMBER CORP COM		11			742
	DENBURY RESOURCES		53			854
	DENTSPLY INTERNATIONAL		20			792
	DIAMONDROCK HOSPITALITY		93			835
	DIAMONDROCK HOSPITALITY		48			428
	DICKS SPORTING GOODS INC		12			568
	DIEBOLD INC		19			594
	DIGITAL REALTY TRUST		13			876
	DILLARDS INC CL A		7			561
	DR PEPPER SNAPPLE GROUP		22			985
	DRIL-QUIP INC COM		11			767
	DSW INC		7			488
	DUNKIN BRANDS GROUP INC		26			863
	DUNKIN BRANDS GROUP INC		16			519
	DYCOM INDUSTRIES INC		44			863
	EAST WEST BANCORP COM		24			510
	EAST WEST BANCORP COM		75			1,612
	EASTMAN CHEMICAL CO		17			1,130
	EDWARDS LIFESCIENCES CORP		8			688
	ELIZABETH ARDEN INC		9			399
	ENERGY XXI (BERMUDA) LTD		39			1,256
	ENSCO PLC-CL A		6			361
	EQUIFAX INC		31			1,694
	ESCO TECHNOLOGIES INC		22			827
	ESTERLINE CORP		5			310
	EURONET WORLDWIDE INC.		27			648
	EVERCORE PARTNERS INC		22			677
	EZCORP INC		34			682
	F5 NETWORKS INC		9			829
	FABRINET		24			311
	FAMILY DLR STORES INC		12			780
	FIFTH THIRD BANCORP		55			842
	FINISH LINE INCE CL A		26			486
	FIRST MIDWEST BANCORP INC DEL		61			768
	FIRST NIAGARA FINL GROUP INC NEW		64			504
	FIRST FINANCIAL BANCORP		91			1,332
	FIRST HORIZON NATL CORP		108			1,070
	FIRST REPUBLIC BANK/SAN FRANCI		6			195
	FLEETCOR TECHNOLOGIES INC		18			988
	FLEETCOR TECHNOLOGIES INC		28			1,508
	FLOWERS FOODS INC		17			393

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	FLOWSERVE CORP COM		7			998
	FLUOR CORP NEW		11			651
	FOOT LOCKER INC		20			630
	FORRESTER RESEARCH INC COM		16			431
	FORTINET INC		35			730
	FORTUNE BRANDS HOME & SECURITY		38			1,112
	FORUM ENERGY TECHNOLOGIES INC		23			579
	FOSTER WHEELER AG		39			951
	FREDS INC CL A		47			624
	FRESH DEL MONTE PRODUCE		43			1,124
	FRESH MARKET INC/THE		11			509
	FULTON FIN CORP		40			382
	FUSION-10 INC		20			450
	G & K SVCS INC CL A		24			803
	GARDNER DENVER INC COMMON STOCK		12			795
	GARMIN LTD		26			1,068
	GATX CORP		22			961
	GENESEE & WYOMING INC-CL A		28			2,130
	GENESEE & WYOMING INC-CL A		9			663
	GENESSE & WYOMING INC-CL A		8			601
	GLACIER BANCORP INC MONTANA		21			311
	GLACIER BANCORP INC MONTANA		8			116
	GLOBAL PMTS INC W/I		24			1,083
	GLOBAL PMTS INC W/I		25			1,152
	GLOBAL PMTS INC W/I		48			2,161
	GNC HOLDINGS INC		32			1,078
	GNC HOLDINGS INC		23			763
	GOLUB CAPITAL BDC INC		23			369
	GRACO INC		18			917
	GRAND CANYON EDUCATION INC		36			833
	GREENHILL & CO INC		10			502
	GREIF INC-CL A		10			441
	GROUP 1 AUTOMOTIVE INC		7			462
	HAEMONETICS CORP MASS		25			1,021
	HAEMONETICS CORP MASS		6			229
	HALCON RESOURCES CORPORATION		28			196
	HANCOCK HOLDING CO		13			412
	HANESBRANDS INC		30			1,060
	HANOVER INS GROUP INC		22			869
	HCC INS HLDGS INC COM		41			1,533
	HCC INS HLDGS INC COM		46			1,704
	HEALTHCARE SVCS GROUP INC		17			403
	HEARTWARE INTERNATIONAL INC		1			42
	HELEN OF TROY LIMITED		15			498
	HENRY JACK & ASSOC INC COM		50			1,951
	HENRY JACK & ASSOC INC COM		21			828

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	HERBALIFE LTD		8			264
	HERBALIFE LTD		17			553
	HILL ROM HLDGS		17			472
	HITTITE MICROWAVE CORP		4			246
	HMS HLDGS CORP		40			1,029
	HOLOGIC INC COM		80			1,603
	HOLOGIC INC COM		48			966
	HOME BANCSHARES INC/CONWAYAR		13			432
	HOMEAWAY INC		47			1,030
	HUBBEL INC		23			1,930
	HURON CONSULTING GROUP INC		23			775
	IBERIABANK CORP		17			826
	ICON PLC - ADR		48			1,330
	IHS INC		10			960
	ILLUMINA INC		20			1,108
	INCYTE CORPORATION, INC		21			354
	INFORMATICA CORP		38			1,137
	INNOSPEC INC		17			597
	INTERNATIONAL BANCSHARES CRP		42			758
	INVESCO LIMITED		41			1,061
	ITC HOLDINGS CORP		5			391
	IXIA		26			439
	J2 GLOBAL INC		61			1,860
	JABIL CIRCUIT INC		58			1,110
	JARDEN CORP		23			1,194
	JAZZ PHARMACEUTICALS INC		9			505
	JM SMUCKER CO		18			1,587
	JONES LANG LASALLE INC		11			923
	JONES LANG LASALLE INC		16			1,354
	JOS A BANK CLOTHIERS INC		20			852
	KELLY SERVICES INC		73			1,153
	KIRBY CORP		16			959
	KLA-TENCOR CORP		16			759
	KOPPERS HLDGS INC		12			443
	LAM RESEARCH CORP COM		22			777
	LAREDO PETROLEUM HOLDINGS IN		31			558
	LASALLE HOTEL PROPERTIES COM		39			981
	LAZARD LTD		56			1,671
	LA-Z-BOY LASALLE INC		26			371
	LEAR CORP		33			1,560
	LKQ CORP		37			789
	LPG PHOTONICS CORP		4			249
	LSI CORPORATION		152			1,078
	MACK CALI RLTY CORP COM		14			371
	MAGELLAN HEALTH SERVICES INC		16			769
	MANITOWOC INC		45			698

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	MANPOWER INC WIS		30			1,286
	MATTHEWS INTL CORP		25			799
	MAXIM INTEGRATED PRODS INC		29			846
	MAXIMUS INC COM		14			891
	MB FINANCIAL BANK		25			490
	MCGRATH RENTCORP		3			76
	MEDNAX INC		21			1,638
	MEDNAX INC		16			1,241
	MICHAEL KORS HOLDINGS LTD		11			552
	MICROS SYSTEMS INC		28			1,167
	MICROS SYSTEMS INC		13			549
	MICROSEMI CORP COM		53			1,113
	MIDDLEBY CORP		2			222
	MOHAWK INDUSTRIES INC		1			62
	MOLSON COORS BREWING CO		18			762
	MRC GLOBAL INC		45			1,239
	MTS SYS CORP		14			723
	MUELLER INDS INC		21			1,061
	NASDAQ OMX GRP INC		67			1,684
	NEUSTAR INC		26			1,090
	NEW JERSEY RES CORP		6			226
	NEWELL RUBBERMAID INC		32			705
	NICE SYSTEMS LTD - ADR		35			1,172
	NICE SYSTEMS LTD - ADR		14			477
	NISOURCE INC		26			647
	NORDSTROM INC		14			753
	NORTHWEST BANCSHARES INC/MD		68			828
	NU SKIN ENTERPRISES		16			590
	NVIDIA CORP		119			1,461
	OCEANEERING INTL INC		8			441
	OCEANEERING INTL INC		12			661
	OCH-ZIFF CAPITAL MANAGEMENT GR		119			1,131
	OCWEN FINL CORP NEW		25			862
	OIL STATES INTERNATIONAL INC		11			750
	OLD NATL BANCORP		13			158
	OLD REP INTL CORP		52			554
	OM SEMI CONDUCTOR CORP		159			1,121
	ONYX PHARMACEUTICALS INC		9			664
	ORBITAL SCIENCES CORP		50			688
	ORTHOFIX INTL N V		14			534
	ORTHOFIX INTL N V		13			492
	PACKAGING CORP OF AMERICA		48			1,838
	PDC ENERGY INC		23			773
	PDC ENERGY INC		20			660
	PENN VIRGINIA CORP		20			88
	PERKINELMER, INC		8			242

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	PERRIGO CO		7			699
	PETSMART INC COM		11			745
	PINNACLE FINL PARTNERS INC		21			390
	PLAINS EXPL & PRODTN CO		11			498
	PLATINUM UNDERWRITERS HLDGS		14			635
	POST HOLDINGS INC		12			396
	POTLATCH HLDGS INC		21			803
	POTLATCH HLDGS INC		17			682
	PREMIERE GLOBAL SERVICES		95			926
	PRESTIGE BRANDS HLDS INC		11			229
	PRIMERICA INC		26			786
	PRIVATEBANCORPINC		50			766
	PROASSURANCE CORPORATION		30			1,266
	PROGRESSIVE WASTE SOLUTIONS LTD		36			771
	PULTE GRP INC		33			607
	QLIK TECHNOLOGIES INC		60			1,303
	QUANEX BUILDING PRODUCTS		45			918
	QUANTA SVCS INC COM		27			743
	RALCORP HOLDINGS INC NEW COM		9			808
	RAYMOND JAMES FINL INC		36			1,380
	RAYMOND JAMES FINL INC		31			1,183
	RED HAT INC		10			527
	REGAL BELOIT CORP		15			1,057
	REINSURANCE GROUP AMERICA CLASS A		17			926
	RENAISSANCERE HOLDINGS COM		26			2,072
	REPUBLIC SVCS INC		20			591
	REX ENERGY CORP		93			1,208
	REXNORD CORP		44			929
	RIVERBED TECHNOLOGY		27			534
	ROBERT HALF INTL INC		42			1,343
	ROCK-TENN CO CL A		21			1,480
	ROCK-TENN CO CL A		12			839
	ROCKWELL AUTOMATION INC		13			1,052
	ROVI CORPORATION		53			816
	ROWAN COMPANIES PLC		28			888
	RPM INTERNATIONAL INC		64			1,879
	SAFETY INS GROUP INC		15			702
	SAFEWAY INC NEW		48			864
	SALIX PHARMACEUTICALS LTD		11			431
	SALIX PHARMACEUTICALS LTD		21			830
	SALLY BEAUTY CO INC		49			1,155
	SBA COMMUNICATIONS CORP		14			1,009
	SBA COMMUNICATIONS CORP		47			3,336
	SEACOR HOLDINGS INC		9			779
	SEATTLE GENETICS INC		21			481
	SELECT COMFORT CORPORATION		47			1,237

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	SEMTECH CORP COM		37			1,083
	SENSIENT TECHNOLOGIES CORP		10			357
	SENSIENT TECHNOLOGIES CORP		11			402
	SIGNATURE BANK		3			243
	SIGNET JEWELERS LIMITED		10			547
	SIGNET JEWELERS LIMITED		32			1,698
	SIMPSON MFG INC COM		26			866
	SIRONA DENTAL SYSTEMS INC		10			667
	SIRONA DENTAL SYSTEMS INC		15			967
	SMITH A O CORP CL B		12			732
	SODASTREAM INTERNATIONAL LTD		20			878
	SOLARWINDS INC		20			1,039
	SOLERA HOLDINGS INC		40			2,160
	STAGE STORES INC		32			793
	STERICYCLE INC COM		9			840
	STERIS CORP COM		16			570
	STRATEGIC HOTELS & RESORTS INC		51			328
	SVB FINL GROUP		15			828
	SYKES ENTERPRISES INC		56			845
	SYNNEX CORP		37			1,269
	TCF FINANCIAL		36			439
	TEAM HEALTH HOLDINGS INC		42			1,220
	TELETECH HOLDINGS INC		61			1,091
	TELLABS OPERATIONS, INC		208			474
	TENNECO INC		25			874
	TERADYNE INC		35			591
	TEXAS CAP BANCSHARES INC		25			1,105
	TIDEWATER INC		37			1,650
	TIMKEN CO		45			2,157
	TITAN INTERNATIONAL INC COM		50			1,076
*	TOWERS WATSON COMPANY		24			1,368
*	TOWERS WATSON COMPANY CLASS A		13			755
	TRANSDIGM GROUP INC		11			1,432
	TREX COMPANY INC		22			804
	TRIANGLE CAPITAL CORP		17			431
	TRIMAS CORP		21			594
	TRIMBLE NAV LTD		19			1,140
	TRIMBLE NAV LTD		14			843
	TRINITY INDS INC		25			903
	TRIPADVISOR INC		13			564
	TRIUMPH GROUP INC NEW COM		20			1,294
	TRUEBLUE INC		14			224
	TUPPERWARE BRANDS CORPORATION		32			2,038
	TUPPERWARE BRANDS CORPORATION		7			445
	TW TELECOM INC		20			505
	UGI CORP NEW COM		21			674

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	ULTIMATE SOFTWARE GROUP INC		14			1,322
	ULTRA PETROLEUM CORP		69			1,255
	UMB FINL CORP COM		13			590
	UNDER ARMOUR INC		14			703
	UNITED NAT FOODS INC		22			1,158
	UNITED RENTAL INC COM		44			1,981
	UNITED STATIONERS INC COM		37			1,148
	UNS ENERGY CORPORATION		13			534
	UNUM GROUP		53			1,108
	UTI WORLDWIDE INC		66			878
	UTI WORLDWIDE INC		32			426
	VALMONT INDS INC		6			804
	VALSPAR CORP		15			906
	VALUECLICK INC		43			827
	VANGUARD HEALTH SYSTEMS INC		37			450
	VANTIV INC		24			499
	VANTIV INC		42			862
	VERIFONE SYSTEMS, INC		27			803
	VISHAY INTERCHNOLOGY INC		57			608
	VOLCANO CORP		25			590
	WABCO HOLDINGS INC		20			1,317
	WABTEC CORP		8			724
	WATSCO INC CL A		10			749
	WATSON PHARMACEUTICALS INC COM		9			797
	WATTS WATER TECHNOLOGIES INC		30			1,281
	WEBSENSE INC		25			382
	WEBSTER FINL CORP WATERBURY CONN		40			818
	WEIGHT WATCHERS INTL INC		14			728
	WESCO INTL INC		20			1,342
	WESTAMERICA BANCORPORATION		5			226
	WESTAR ENERGY INC		16			467
	WESTERN DIGITAL CORP		20			846
	WEX INC		28			2,133
	WGL HOLDINGS INC		10			408
	WHITE MOUNTAINS INSURANCE GROUP INC		1			603
	WHITEWAVE FOODS CO		25			396
	WHITEWAVE FOODS CO		46			707
	WHITING PETE CORP NEW		22			954
	WHITING PETE CORP NEW		8			338
	WILEY JOHN & SONS INC		22			837
	WINTRUST FINANCIAL CORP		30			1,089
	WINTRUST FINANCIAL CORP		32			1,160
	WMS INDS CORP		8			143
	WNS HOLDINGS LTD ADR		76			792
	WOODWARD INC.		28			1,083
	ZEBRA TECHNOLOGIES CORP CL A		14			558

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	ZIONS BANCORP		44			935
	ZIONS BANCORP		28			605

	The U.S. Small/Mid-Cap Equity Fund Total					379,451


	The Stable Value Fund
	*Fixed Income Obligations*
	FFCB, 00.225% 06/22/2015		10,000			9,997
	FFCB, 00.234% 10/26/2015		6,600			6,596
	FFCB, 00.270% 03/04/2015		8,700			8,708
	FFCB, 00.304% 07/15/2016		2,260			2,254
	FGOLD 15YR 3.5%		416			437
	FGOLD 15YR 3.5%		38			40
	FGOLD 15YR 4%		4,937			5,220
	FGOLD 30YR 6%		416			449
	FGOLD 15YR 3%		1,977			2,079
	FGOLD 15YR 3%		7,383			7,764
	FGOLD 15YR 3%		2,320			2,449
	FGOLD 15YR 3%		2,718			2,856
	FGOLD 15YR 3%		4,338			4,561
	FGOLD 15YR 3%		7,551			7,941
	FGOLD 15YR 3.5%		373			392
	FGOLD 15YR 3.5%		118			124
	FGOLD 15YR 3.5%		2,515			2,644
	FGOLD 15YR 3.5%		410			431
	FGOLD 15YR 3.5%		631			664
	FGOLD 15YR 3.5%		746			785
	FGOLD 15YR 3.5%		431			453
	FGOLD 15YR 3.5%		3,166			3,329
	FGOLD 15YR 3.5%		9,395			9,879
	FGOLD 15YR 3.5%		4,000			4,206
	FGOLD 15YR 3.5%		1,092			1,148
	FGOLD 15YR 3.5%		510			536
	FGOLD 15YR 3.5%		3,255			3,423
	FGOLD 15YR 4%		10,258			10,848
	FGOLD 15YR 5%		178			192
	FGOLD 15YR 5%		193			207
	FGOLD 15YR 5.5%		235			253
	FGOLD 15YR 5.5%		86			93
	FGOLD 15YR 5.5%		253			275
	FGOLD 15YR GIANT 3%		2,448			2,584
	FGOLD 15YR GIANT 3%		2,950			3,102
	FGOLD 15YR GIANT 3.5%		49			52
	FGOLD 15YR GIANT 3.5%		5,150			5,415
	FGOLD 15YR GIANT 3.5%		2,741			2,882
	FGOLD 15YR GIANT 4%		433			458
	FGOLD 15YR TBA(REG B) 3%		14,099			14,804

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	FGOLD 30YR 7%		111			128
	FGOLD 30YR 7%		53			62
	FHLMC 10/1 HYBRID ARM 5.113%		66			70
	FHLMC 5/1 HYBRID ARM 2.537%		594			633
	FHLMC 5/1 HYBRID ARM 2.563%		504			538
	FHLMC 5/1 HYBRID ARM 3.006%		300			314
	FHLMC 5/1 HYBRID ARM 3.17%		286			306
	FHLMC 5/1 HYBRID ARM 6.026%		279			298
	FHLMC 7/1 HYBRID ARM 2.828%		840			894
	FHLMC, 01.000% 07/28/2017		15,400			15,555
	FHLMC_06-K1 5.651%		3,327			3,713
	FHLMC_10-K8 2.746%		2,131			2,273
	FHLMC_2843 5%		9			9
	FHLMC_2907 4.5%		152			158
	FHLMC_3812 2.75%		2,675			2,762
	FHLMC_K701 2.776%		1,595			1,670
	FNMA 10YR 5%		139			145
	FNMA 10YR 5%		35			37
	FNMA 10YR 5%		237			257
	FNMA 10YR 5%		10			11
	FNMA 10YR 5%		399			433
	FNMA 10YR 5%		818			887
	FNMA 10YR 5%		331			359
	FNMA 10YR 5%		96			104
	FNMA 10YR 5%		295			320
	FNMA 10YR 5%		501			543
	FNMA 10YR DUS 4.81%		2,013			2,189
	FNMA 15YR 3.5%		236			250
	FNMA 15YR 3.5%		104			110
	FNMA 15YR 3.5%		4,044			4,293
	FNMA 15YR 4%		2,850			3,054
	FNMA 15YR 4.5%		222			239
	FNMA 15YR 4.5%		116			125
	FNMA 15YR 4.5%		27			29
	FNMA 15YR 5%		174			192
	FNMA 15YR 5%		311			341
	FNMA 15YR 5%		825			897
	FNMA 15YR 5%		157			170
	FNMA 15YR 5%		728			792
	FNMA 15YR 5%		3			3
	FNMA 15YR 5%		520			563
	FNMA 15YR 5.5%		118			127
	FNMA 15YR 5.5%		44			48
	FNMA 15YR 5.5%		314			338
	FNMA 15YR 5.5%		178			191
	FNMA 15YR 5.5%		341			368

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	FNMA 15YR 6%		22			24
	FNMA 15YR 6%		119			127
	FNMA 15YR 6%		828			914
	FNMA 15YR 7%		18			18
	FNMA 15YR 7%		34			35
	FNMA 15YR 7.5%		20			21
	FNMA 15YR TBA(REG B) 3%		3,930			4,148
	FNMA 30YR 6%		221			243
	FNMA 30YR 6%		628			702
	FNMA 30YR 6%		513			575
	FNMA 30YR 6.5%		219			248
	FNMA 30YR 6.5%		338			383
	FNMA 30YR 6.5%		94			107
	FNMA 30YR 6.5%		135			157
	FNMA 30YR 6.5%		53			61
	FNMA 30YR 7%		51			61
	FNMA 30YR 7%		557			665
	FNMA 30YR 7%		656			783
	FNMA 30YR 7%		644			742
	FNMA 30YR 7.5%		150			184
	FNMA 10/1 HYBRID ARM 4.671%		77			82
	FNMA 10/1 HYBRID ARM 4.775%		235			250
	FNMA 10/1 HYBRID ARM 4.836%		84			89
	FNMA 10/1 HYBRID ARM 4.967%		209			216
	FNMA 10/1 HYBRID ARM 5.043%		679			730
	FNMA 10/1 HYBRID ARM 5.063%		280			302
	FNMA 10/1 HYBRID ARM 5.064%		249			268
	FNMA 10/1 HYBRID ARM 5.108%		215			232
	FNMA 10/1 HYBRID ARM 5.109%		675			718
	FNMA 10/1 HYBRID ARM 5.202%		259			273
	FNMA 10/1 HYBRID ARM 5.295%		265			281
	FNMA 10/1 HYBRID ARM 5.428%		57			60
	FNMA 10/1 HYBRID ARM 5.481%		164			177
	FNMA 10/1 HYBRID ARM 5.667%		121			130
	FNMA 10/1 HYBRID ARM 5.728%		419			456
	FNMA 10YR 3.5%		874			927
	FNMA 10YR 5%		65			71
	FNMA 10YR DUS 5.16%		2,261			2,511
	FNMA 10YR DUS 5.709%		1,413			1,591
	FNMA 15YR 3.5%		88			94
	FNMA 15YR 3.5%		591			627
	FNMA 15YR 4.5%		339			367
	FNMA 15YR 4.5%		616			665
	FNMA 15YR 4.5%		1,163			1,252
	FNMA 15YR 5%		54			58
	FNMA 15YR 5.5%		2			2

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	FNMA 15YR 5.5%		404			438
	FNMA 30YR 6.5%		594			668
	FNMA 5/1 HYBRID ARM 1.408%		516			534
	FNMA 5/1 HYBRID ARM 2.821%		565			610
	FNMA 5YR DUS 4.288%		4,576			4,752
	FNMA 7/1 HYBRID ARM 2.166%		320			333
	FNMA 7/1 HYBRID ARM 2.453%		184			195
	FNMA 7/1 HYBRID ARM 2.514%		193			201
	FNMA 7/1 HYBRID ARM 2.54%		259			275
	FNMA 7/1 HYBRID ARM 2.542%		363			383
	FNMA 7/1 HYBRID ARM 5.039%		159			165
	FNMA 7/1 HYBRID ARM 5.268%		256			272
	FNMA 7/1 HYBRID ARM 5.725%		375			396
	FNMA 7/1 HYBRID ARM 5.782%		325			339
	FNMA 7/1 HYBRID ARM 5.832%		219			237
	FNMA 7/1 HYBRID ARM 5.866%		95			98
	FNMA 7/1 HYBRID ARM 5.886%		139			147
	FNMA_03-W11 3.32465%		5			5
	FNMA_03-W19 5.29%		441			452
	FNMA_04-60 5.5%		482			518
	FNMA_09-37 4%		1,840			1,935
	FNMA_10-87 4%		1,176			1,205
	FNMA_11-15 5.5%		2,427			2,618
	FNMA_11-16 3.5%		675			708
	FNMA_11-55 3%		3,900			4,092
	FNMA_12-31 1.75%		6,432			6,524
	FSPC_T-13 6.085%		15			16
	GNMA_09-63 3.4%		1,618			1,676
	GNMA_09-71 3.304%		1,976			2,040
	GNMA_10-100 2.3514%		291			292
	GNMA_10-122 1.897%		1,574			1,594
	GNMA_10-122 3.772%		883			914
	GNMA_10-124 3.848%		517			533
	GNMA_10-141 1.864012%		1,138			1,152
	GNMA_10-16 2.676%		1,938			1,966
	GNMA_10-16 3.214%		1,779			1,867
	GNMA_10-18 3.1%		2,445			2,553
	GNMA_10-22 2.22933%		553			557
	GNMA_10-36 2.95%		672			677
	GNMA_10-49 2.87%		772			790
	GNMA_10-52 2.94%		803			809
	GNMA_10-74 2.629%		1,954			1,999
	GNMA_10-83 2.021427%		3,282			3,312
	GNMA_11-143 3.97418%		1,374			1,438
	GNMA_11-161 1.738%		2,551			2,596
	GNMA_12-142 1.105%		1,756			1,769

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)		(d) Cost	(e) Current Value (in thousands)

	GNMA_12-55 1.75%		1,946			1,991
	GNMA_12-86 1.55817%		1,779			1,805
	NCUA GUARANTEED NOTES, 00.226% 06/12/2013		2,785			2,785
	PRIVATE EXPORT FUNDING CO, 03.050% 10/15/2014		3,425			3,583
	PRIVATE EXPORT FUNDING CO, 05.450% 09/15/2017		1,920			2,321
	TREASURY NOTE, 01.000% 08/31/2019		49,000			48,713
	TREASURY NOTE, 01.250% 10/31/2015		10,000			10,255
	US TII .50 04/15/15 (TIPS)		2,520			2,807
	US TII 1.25 04/15/14 (TIPS)		6,785			7,648
	Met Life Separate Account Contract		657			65,919
	*Common/Collective Trusts*
	COLUMBIA TRUST GOV MONEY MKT FUND		27,038			27,038
	CT Short Term Conservative Govt Bond Fund		9,416			94,910
	RVST US Stable Capital Fund I		1,823			48,199
	ATC Collective Funds Income - RVST Government Income Fund		1,029			77,951

	The Stable Value Fund, Excluding Wrap Agreements Total					652,530


	Wrap Agreements
	BANK OF AMERICA - #01-132, MATURES 12/31/50, 4.10%					36
	MONUMENT LIFE II - #MDA00633TR, MATURES 12/31/50, 4.11%					11
	MONUMENT LIFE V - #MDS00375TR, MATURES 12/31/50, 4.08%					19
	NATIXIS - # 1025-06, MATURES 12/31/50, 4.04%					28
	PACIFIC LIFE - # 26755, MATURES 12/31/50, 4.00%					38
	RBC I - #10903, MATURES 12/31/50, 4.02%					19
	RBC II - #20903, MATURES 12/31/50, 4.50%					19

	Wrap Agreements Total					170



	Total Investments, at Fair Value					3,775,320


	Adjustment from Fair Value to Contract Value
	BANK OF AMERICA - #01-132, MATURES 12/31/50, 4.10%					(1,560)
	JP MORGAN CHASE I - #AISP01, MATURES 12/31/50, 4.24%					(2,055)
	MET LIFE - #28972, MATURES 12/31/50, 3.98%					(1,833)
	Met LIFE (SA) - #32745					(1,724)
	MONUMENT LIFE II - #MDA00633TR, MATURES 12/31/50, 4.11%					(639)
	MONUMENT LIFE V - #MDS00375TR, MATURES 12/31/50, 4.08%					(2,750)
	NATIXIS - # 1025-06, MATURES 12/31/50, 4.04%					(1,248)
	PACIFIC LIFE - # 26755, MATURES 12/31/50, 4.00%					(1,635)
	RBC I - #10903, MATURES 12/31/50, 4.02%					(837)
	RBC II - #20903, MATURES 12/31/50, 4.50%					(1,933)

	Adjustment from Fair Value to Contract Value Total					(16,214)

Indicates party-in-interest

EIN 13-4922250

Plan #: 002

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

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

December 31, 2012




(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Number of Shares / Units or Face Amount (in thousands)	(d) Cost	(e) Current Value (in thousands)


	Investment Total as of 12/31/2012				3,759,106


*	Loans to Participants
	Various Loans - 3.25% through 9.50% due through September 2041				101,139

	Loans to Participants Total				101,139

Indicates party-in-interest

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.


	AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

Date: June 28, 2013	By	/s/ Valeria Christensen
		Valeria Christensen
		Employee Benefits Administration
		Committee

EXHIBIT INDEX


Exhibit Number	Description	How Filed


23.1	Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP	Electronically filed herewith

E-1