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, 2007

 

 

 

 

 

or

 

 

 

o

 

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

(Formerly known as the American Express Incentive Savings Plan)

Financial Statements and Supplemental Schedule

 

Year Ended December 31, 2007

 

Index

 

 

 

Page Number

 

 

 

Report of Independent Registered Public Accounting Firm

 

1

 

 

 

FINANCIAL STATEMENTS

 

 

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006

 

2

 

 

 

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2007

 

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, 2007

 

15

 

 

 

Signature

 

35

 

 

 

Exhibit Index

 

36

 

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 Benefit Administration Committee of

American Express Retirement Savings Plan

(formerly known as the American Express Incentive 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 (formerly known as the American Express Incentive Savings Plan) (the “Plan”) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 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, 2007, 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

July 15, 2008

 

1



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Statements of Net Assets Available for Benefits

December 31, 2007 and 2006

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Investments, at fair value

 

$

2,741,876,657

 

$

2,720,427,080

 

Investment contracts held in Stable Value Fund, at fair value

 

402,422,697

 

414,999,358

 

Total investments, at fair value

 

3,144,299,354

 

3,135,426,438

 

 

 

 

 

 

 

Cash

 

 

478,194

 

Receivables:

 

 

 

 

 

Investment income

 

94,620

 

78,249

 

Employer contributions -

 

 

 

 

 

Profit sharing

 

60,276,301

 

46,972,989

 

Other than profit sharing

 

25,574,329

 

11,929,282

 

 

 

 

 

 

 

Net assets reflecting investments at fair value

 

3,230,244,604

 

3,194,885,152

 

 

 

 

 

 

 

Adjustment from fair value to contract value for fully-benefit responsive

 

 

 

 

 

investment contracts

 

(3,830,494

)

3,639,441

 

 

 

 

 

 

 

Net assets available for benefits

 

$

3,226,414,110

 

$

3,198,524,593

 

 

See accompanying notes to the financial statements.

 

2



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Statement of Changes in Net Assets Available for Benefits

For the Year Ended December 31, 2007

 

 

 

2007

 

 

 

 

 

Contributions:

 

 

 

Employer - Profit sharing

 

$

 60,290,578

 

Other than profit sharing

 

81,743,441

 

Employee

 

124,383,038

 

Rollovers

 

6,478,909

 

Total contributions

 

272,895,966

 

 

 

 

 

Investment income:

 

 

 

Interest and dividends

 

42,644,983

 

Interest on participant loans

 

5,917,222

 

Net appreciation in fair value of investments

 

28,316,636

 

Total investment income

 

76,878,841

 

 

 

 

 

Withdrawal payments

 

(321,885,290

)

 

 

 

 

Net increase in net assets available for benefits

 

27,889,517

 

 

 

 

 

Net assets available for benefits at beginning of year

 

3,198,524,593

 

 

 

 

 

Net assets available for benefits at end of year

 

$

3,226,414,110

 

 

See accompanying notes to the financial statements.

 

3



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

1. Description of the Plan

 

General

 

The American Express Retirement Savings Plan, formerly known as the American Express Incentive Savings Plan (the “Plan”), which became effective June 11, 1973, is a defined contribution pension plan.  The Plan name change was effective July 1, 2007. 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 upon completion of one year 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.

 

Effective July 1, 2007, certain provisions of the Plan were amended as more fully described throughout Note 1.

 

Administration

 

In April of 2007, Wachovia Bank, N.A. replaced Ameriprise Trust Company (“ATC”) (a wholly-owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise”)) as 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.  EBAC is appointed by the Compensation and Benefits Committee of the Board of Directors of the Company.  The members of RSPIC are set forth in the Plan Document.

 

Compensation

 

Participant compensation, used for purposes of Plan contributions, was generally defined as an employee’s base pay through June 30, 2007 and was changed effective July 1, 2007 to generally  include base pay plus overtime, shift differentials, and most commissions and incentives.  Effective January 1, 2008, for purposes of calculating Company contributions, for participants above certain salary grades as defined by the Plan, compensation will not include any incentive pay which, in the aggregate, is in excess of one times their base salary.

 

For purposes of the Plan, compensation is limited to a participant’s regular cash remuneration up to a maximum of $225,000 and $220,000 in 2007 and 2006, respectively, before tax deductions and certain other withholdings.

 

4



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

1. Description of the Plan (continued)

 

Contributions

 

The Plan currently provides for the following contributions:

 

Elective Contributions

 

Each pay period, participants may make before-tax contributions, after-tax contributions (up to 10%), or a combination of both, not to exceed 80% of their compensation to the Plan through payroll deduction. The Internal Revenue Code of 1986, as amended (the “Code”) imposes a limitation (adjusted annually for cost of living increases) on participants’ before-tax contributions to plans, which are qualified under Code Section 401(k), and other specified tax favored plans. For 2007, this limit was $15,500 for participants under age 50 and $20,500 for participants over age 50.  For 2006, the limit was $15,000 for participants under age 50 and $20,000 for participants over age 50.  The Plan complied with nondiscrimination requirements under the Code for 2007 and 2006.

 

Company Matching Contributions

 

Except as described in the following paragraph, the Company matches 100% of participants’ before-tax contributions quarterly up to 5% of compensation upon a participant’s completion of one year of service.

 

Effective July 1, 2007, for all eligible Global Business Travel participants, the Company matches 100% of participants’ before-tax contributions up to 4% of compensation. Global Business Travel employees are generally those participants employed within the U.S. Business Travel, Global Business Travel and Global Commercial Card businesses who were younger than age 40 on December 31, 2005, or who had less than five years of service on December 31, 2005, regardless of age. A participant must be employed by the Company on the last working day of the quarter to receive Company Matching Contributions.

 

Prior to July 1, 2007, the Company matched 100% of eligible participants before-tax contributions up to 3% of compensation and 50% of Global Business Travel employees’ before-tax contributions up to 3% of compensation.

 

Profit Sharing Contributions

 

Upon a participant’s completion of one year of service, additional Company contributions of  0-5% of the participant’s compensation may be made annually at the Company’s discretion 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 were 4.25% and 3.75% of compensation in 2007 and 2006, respectively. Eligible Global Business Travel participants received Profit Sharing Contributions equal to 2.50% and 2.00% of compensation in 2007 and 2006, respectively.

 

5



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

1. Description of the Plan (continued)

 

Company Stock Contributions

 

Prior to July 1, 2007, upon a participant’s completion of one year of service, in addition to the Company Matching Contributions and Profit Sharing Contributions above, the Company contributed to the Plan on a quarterly basis 1% of each eligible participant’s base salary, regardless of whether the eligible participant contributed to the Plan.  This contribution was initially invested in the American Express Company Stock Fund, but could be immediately moved to another investment offering under the Plan. Company Stock Contributions were $10,888,448 for 2007.  A participant needed to be employed by the Company on the last working day of the quarter to receive Company Stock Contributions. Effective July 1, 2007, the Company discontinued Company Stock Contributions.

 

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 their 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 will range from 0 - 8% of compensation.

 

Disability Contributions

 

Effective July 1, 2007, 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

 

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

 

Participant Rollovers

 

A Rollover 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 Matching, Profit Sharing or Conversion Contributions.

 

Vesting and Forfeitures

 

Participants are immediately vested in their before-tax and after-tax contributions, Company Stock Contributions made by the Company prior to July 1, 2007, Rollovers, if any, and investment earnings on the foregoing. Other contributions become vested as set forth below:

 

Matching Contributions

·                  If a participant is eligible for Conversion Contributions, his or her Matching Contributions and investment earnings thereon, are always 100% vested.

 

6



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

1. Description of the Plan (continued)

 

·                  If a participant is not eligible for Conversion Contributions, his or her Matching Contributions and investment earnings thereon made for payroll periods ending after July 1, 2007, are 100% vested after three years of service (as defined in the Plan), or if he or she retires at or after age 65, becomes disabled, or dies.

 

Conversion Contributions

 

·                  All Company Conversion Contributions and investment earnings thereon are 100% vested after three years of service, or upon retirement at or after age 65, disability or death.

 

Profit Sharing Contributions

 

·                  All Profit Sharing Contributions and investment earnings thereon for the 2007 calendar year and later (which are generally contributed to the Plan in 2008 and later) are 100% vested after three years of service, or upon retirement at or after age 65, disability or death.

 

·                  All pre-2007 calendar year Profit Sharing Contributions and investment earnings thereon for participants that were actively employed by the Company on July 1, 2007, become 100% vested after three years of service, or upon retirement at or after age 65, disability, or death.

 

·                  If a participant was not employed by the Company on July 1, 2007, any Profit Sharing Contributions and investment earnings thereon become 100% vested after five years of service or upon retirement at or after age 65, disability or death.

 

Unallocated forfeited account balances were $2,400,310 and $3,180,846 as of December 31, 2007 and 2006, respectively. Forfeitures are used to pay administrative expenditures or to reduce future Company contributions. Profit Sharing Contributions were reduced by $1,800,000 of forfeited account balances in 2007.

 

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.

 

Loan Program

 

Participants are entitled 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 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 being 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 to

 

7



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

1. Description of the Plan (continued)

 

participants at December 31, 2007 included interest rates varying from 4% to 10.5% and mature at various dates through October 2037.

 

Tax Deferrals

 

As long as the Plan remains qualified and the related Trust (the “Trust”) remains tax exempt, amounts invested in the Plan through 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.

 

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, shares of any investment available through the Self-Managed Brokerage Account (“SMBA”), 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.

 

Expenses

 

The Company and the participants share the costs of administering the Plan.  The Company currently pays certain administrative expenses such as audit and legal fees.  Expenses related to investment funds, for example, 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 expense that are attributable to the investment funds as a whole are generally paid from the Trust.  These expenses are included within net appreciation in fair value of investments on the Statement of Changes in Net Assets Available for Benefits.  These expenses were $11,039,736 for the year ended December 31, 2007.  Certain expenses of the SMBA may be charged directly to a participant’s account.  In the future, the Company may pass on additional costs to Plan participants to the extent permitted under the Code and ERISA.

 

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 and include the use of management estimates.  Actual results could differ from those estimates.

 

8



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

2. Summary of Significant Accounting Policies (continued)

 

Investment Valuation and Income Recognition

 

The Plan’s investments are stated at fair value. Investments in American Express Company common shares and other common stock are valued at the last quoted sales price on the New York Stock Exchange on the last business day of the Plan’s fiscal year.  Investments in mutual funds and collective investment funds are valued at the closing net asset values of the funds on the last business day of the Plan’s fiscal year.  The net asset values of the collective investment funds are based on the quoted market prices of the underlying securities.  Participant loan accounts are valued at the outstanding balance, which approximates fair value.

 

Fully benefit-responsive investment contracts are valued at fair value 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.  Fair value for traditional investment contracts is estimated based upon discounting future cash flows under the contract at current interest rates for similar investments with comparable terms.  Fair value for synthetic contracts is estimated based on the market values of the underlying securities.  Related wrap instruments for synthetic contracts are valued at the difference between the fair value of the underlying securities and the contract value attributable by the wrapper to such assets.  Contracts with maturities of one year or less are valued at contract value, which approximates fair value.

 

Purchases and sales of securities are reflected on a trade-date basis.  The cost of securities sold is determined using the average cost method.  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 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 are to be distributed in cash and recorded as 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.

 

Investment Contracts Held in Stable Value Fund

 

During 2006, the Plan adopted Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) AAG INV-1 and Statement of Position No. 94-4-1, “Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans”. The FSP requires investment contracts held by a defined-contribution plan to be reported at fair value.  However, 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 contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan.

 

9



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

2. Summary of Significant Accounting Policies (continued)

 

The Statements of Net Assets Available for Benefits present the fair value of the investment contracts as well as the adjustment from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis for the fully benefit-responsive investment contracts.

 

Recently Issued Accounting Pronouncements

 

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (“SFAS 157”), Fair Value Measurements.  SFAS 157 provides a common definition of fair value and a framework for measuring assets and liabilities at fair values when a particular standard prescribes it.  In addition, the Statement expands disclosures about fair value measurements.  The Plan will apply this new accounting standard for plan years beginning January 1, 2008.  The adoption is not expected to have a material impact on the Plan’s financial statements.

 

3. Investments

 

Investment Elections

 

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 SMBA.  The SMBA has a minimum initial transfer of $3,000 and additional funds must be transferred in increments of at least $500.  Contributions cannot be made directly to the SMBA; funds may only be transferred from other Plan investment options to the SMBA.

 

The investment options available to participants are the American Express Company Stock Fund, the Ameriprise Financial, Inc. Stock Fund (dissolved as of April 24, 2007) and five core investment funds (“Core Investment Funds”): The Stable Value Fund, The Diversified Bond Fund, The U.S. Large-Cap Equity Fund, The U.S. Small/Mid-Cap Equity Fund, and The International Equity Fund.  In addition, participants may elect to contribute to funds that invest in a mix of assets from the Core Investment Funds based on target retirement dates (“Retirement Funds”).  The balances of the Core Investment Funds in the financial statements include the amounts held in the Retirement Funds.

 

A brief description of the investments available to participants at December 31, 2007 is set forth below:

 

Core Investment Funds:

 

The Core Investment Funds are managed by multiple investment managers and represent broad asset classes, comprising several different investments.

 

The Stable Value Fund - Invests in 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.  The average yield on investment contracts was 7.25% and 4.78% for 2007 and 2006, respectively.  The weighted average crediting rates on investment contracts was 4.93% and 4.78% at December 31, 2007 and 2006, 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 minimum risk.

 

10



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

3. Investments (continued)

 

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-based 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 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. Small/Mid-Cap Equity Fund – The goal of this fund is long-term capital appreciation by investing primarily in small and medium sized stocks listed on major U.S. stock exchanges.

 

The International Equity Fund – The goal of this fund is long-term growth of capital from investment in non-U.S. stocks, and includes equity securities from markets outside the U.S.

 

Retirement Funds:

 

Retirement Funds are managed by multiple investment managers and utilize a mix of the Core Investment Funds to provide a diversification of investments based on the number of years to retirement.

 

State Street Global Advisors (“SSgA”) Passive Bond Market Index Fund Class A – This fund is used to manage liquidity needs while ensuring the investment options remain fully invested.

 

Additional Investment Options:

 

American Express Company Stock Fund – The American Express Company Stock 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.

 

Beginning July 1, 2007, participants will only be able to allocate 10% of their future contributions to the American Express Company Stock Fund. In addition, transfers of balances from other investment options into the American Express Company Stock Fund will only be permitted to the extent the participant’s investment in the American Express Company Stock Fund after the transfer does not exceed 10% of the participant’s overall Plan balance.

 

Self-Managed Brokerage Account – The SMBA 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 over 900 mutual funds from which to make choices and investment selections of their own design. In March 2007, some participants elected to transfer their Ameriprise common shares held in the Plan from the Ameriprise Financial Stock Fund to the SMBA.

 

Ameriprise Financial, Inc. Stock Fund (dissolved as of April 24, 2007) – The Ameriprise Financial Stock Fund was available only to participants in the Plan who had balances immediately prior to the spin-off of Ameriprise by the Company in 2005.  The fund invested primarily in common shares of Ameriprise, and in cash or short-term cash equivalents.  The Ameriprise Financial Stock Fund was held in the Plan for 18 months following the spin-off of Ameriprise, until March 2007, at which time participants elected to transfer their Ameriprise common shares to the SMBA or have the shares liquidated and the proceeds reinvested in accordance with their Retirement Savings Plan (“RSP”) investment elections.  If no investment election was filed, any balance was transferred to the RSP default investment fund determined by RSPIC, which is the Retirement Fund that corresponds most closely to the year in which the participant turns age 65.

 

11



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

3. Investments (continued)

 

At December 31, 2007 and 2006, investments with a fair value representing 5% or more of the Plan’s net assets were as follows:

 

Description

 

2007

 

2006

 

 

 

 

 

 

 

American Express Company Common Stock

 

$

778,417,086

 

$

975,932,342

 

State Street Bank and Trust S&P 500 Flagship Fund Class A

 

270,407,893

 

**

 

 


** Did not meet 5% threshold for period presented.

 

At December 31, 2007 and 2006, investment options with a fair value representing 5% or more of the Plan's net assets were as follows:

 

Description

 

2007

 

2006

 

 

 

 

 

 

 

The U.S. Large-Cap Equity Fund

 

$

807,737,042

 

$

698,957,930

 

The Stable Value Fund

 

460,224,820

 

447,927,762

 

The International Equity Fund

 

347,471,281

 

256,628,954

 

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

 

277,448,701

 

237,241,682

 

The Diversified Bond Fund

 

191,322,367

 

140,671,252

 

 

There were no other individual securities held within the collective investment funds that exceeded 5% of the Plan’s net assets at December 31, 2007 or 2006.

 

During 2007, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

Common stocks

 

 

 

$

(30,013,232

)

Common/collective trusts

 

 

 

22,969,944

 

Mutual funds

 

 

 

33,818,665

 

Stable Value Fund

 

 

 

1,541,259

 

Net appreciation in fair value of investments

 

 

 

$

28,316,636

 

 

4. 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 occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits.

 

12



 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

Notes to the Financial Statements

 

5. 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.  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.

 

6. Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2007 and 2006 to Form 5500:

 

 

 

2007

 

2006

 

Net assets available for benefits per the financial statements

 

$

3,226,414,110

 

$

3,198,524,593

 

Less: Loans deemed distributed

 

(1,956,652

)

(1,934,693

)

Net assets available for benefits per the Form 5500

 

$

3,224,457,458

 

$

3,196,589,900

 

 

The following is a reconciliation of withdrawal payments per the financial statements for the year ended December 31, 2007:

 

Withdrawal payments per the financial statements

 

$

321,885,290

 

Less: Deemed loans offset by distributions

 

(348,229

)

Withdrawal payments per the Form 5500

 

$

321,537,061

 

 

The following is a reconciliation of interest on participant loans per the financial statements for the year ended December 31, 2007:

 

Interest on participant loans per the financial statements

 

$

5,917,222

 

Interest on deemed distributed loans

 

8,909

 

Interest on participant loans per the Form 5500

 

$

5,926,131

 

 

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.

 

7. Related Party Transactions

 

Certain Plan investments are shares of American Express Company common stock and money market and mutual funds managed by the Plan’s trustee. In addition, the Core Investment Funds held common stock of the Plan’s trustees. These transactions represent investments in related parties and, therefore, qualify as exempt party-in-interest transactions.

 

13



 

SUPPLEMENTAL SCHEDULE

 

14



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

 

 

 

 

 

 

 

 

American Express Company Stock Fund

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

 

Evergreen Institutional Money Market Fund

 

9,287,497

 

 

 

9,287,497

 

 

 

 

 

 

 

 

 

 

 

*

 

American Express Company Common Stock

 

14,785,267

 

 

 

769,129,589

 

 

 

 

 

 

 

 

 

 

 

 

 

Total American Express Company Stock Fund

 

778,417,086

 

 

 

 

 

 

 

 

 

 

 

Self-Managed Brokerage Account, consisting of common stock and mutual funds

 

 

 

148,324,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collective Investment Funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SSgA Passive Bond Market Index Fund Class A

 

2,351,787

 

 

 

43,336,381

 

 

 

 

 

 

 

 

 

 

 

 

 

The Diversified Bond Fund -

 

 

 

 

 

 

 

 

 

PIMCO TOTAL RETURN FUND INSTITUTIONAL CLASS

 

8,539,240

 

 

 

91,617,094

 

 

 

SSgA PASSIVE BOND MARKET INDEX FUND CLASS A

 

638,378

 

 

 

11,761,738

 

 

 

LOOMIS SAYLES CORE PLUS FULL DISCRETION TRUST

 

8,075,656

 

 

 

87,943,535

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Diversified Bond Fund

 

191,322,367

 

 

 

 

 

 

 

 

 

 

 

 

 

The U.S. Large-Cap Equity Fund -

 

 

 

 

 

 

 

 

 

STATE STREET BANK AND TRUST S&P 500 FLAGSHIP FUND CLASS A

 

953,176

 

 

 

270,407,893

 

*

 

EVERGREEN INSTITUTIONAL MONEY MARKET FUND

 

1,238,973

 

 

 

1,238,973

 

 

 

SCHERING-PLOUGH CORP PREFERRED STOCK 6%

 

2,400

 

 

 

582,744

 

 

 

ABB LTD COMMON STOCK

 

89,167

 

 

 

2,568,010

 

 

 

AMR CORP DEL COMMON STOCK

 

35,739

 

 

 

501,418

 

 

 

AT&T INC COMMON STOCK

 

255,061

 

 

 

10,600,335

 

 

 

ABBOTT LABS COMMON STOCK

 

30,749

 

 

 

1,726,556

 

 

 

AIR PRODS & CHEMICALS INC COMMON STOCK

 

10,148

 

 

 

1,000,897

 

 

 

ALCOA INC COMMON STOCK

 

31,525

 

 

 

1,152,239

 

 

 

ALLSTATE CORP COMMON STOCK

 

42,209

 

 

 

2,204,576

 

 

 

ALTRIA GROUP INC COMMON STOCK

 

59,964

 

 

 

4,532,079

 

 

 

AMERICAN INTL GRP INC COMMON STOCK

 

37,496

 

 

 

2,186,017

 

 

 

ANADARKO PETROLEUM CORP COMMON STOCK

 

16,911

 

 

 

1,110,884

 

 

 

AON CORP COMMON STOCK

 

48,247

 

 

 

2,300,899

 

 

 

APACHE CORP COMMON STOCK

 

13,157

 

 

 

1,414,904

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

15



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

BJ SVCS CO COMMON STOCK

 

25,908

 

 

 

628,528

 

 

 

BP PLC SPONSORED ADR

 

44,166

 

 

 

3,231,626

 

 

 

BT GROUP PLC ADR

 

29,146

 

 

 

1,571,552

 

 

 

BAKER HUGHES INC COMMON STOCK

 

40,433

 

 

 

3,279,116

 

 

 

BANK OF AMERICA CORP COMMON STOCK

 

145,483

 

 

 

6,002,629

 

 

 

BRISTOL-MYERS SQUIBB CO COMMON STOCK

 

47,792

 

 

 

1,267,444

 

 

 

BURLINGTON NORTHERN SANTA FE COMMON STOCK

 

5,127

 

 

 

426,720

 

 

 

CIGNA CORP COMMON STOCK

 

20,472

 

 

 

1,099,961

 

 

 

CATERPILLAR INC COMMON STOCK

 

96,845

 

 

 

7,027,073

 

 

 

CHEVRON CORP COMMON STOCK

 

59,325

 

 

 

5,536,802

 

 

 

CITIGROUP INC COMMON STOCK

 

153,683

 

 

 

4,524,428

 

 

 

COMPUTER SCIENCES CORP COMMON STOCK

 

12,207

 

 

 

603,880

 

 

 

CONOCOPHILLIPS COMMON STOCK

 

57,601

 

 

 

5,086,168

 

 

 

CONTINENTAL AIRLINES INC CLASS B COMMON STOCK

 

11,656

 

 

 

259,346

 

 

 

DEERE & CO COMMON STOCK

 

54,336

 

 

 

5,059,768

 

 

 

DELTA AIRLINES INC COMMON STOCK

 

27,161

 

 

 

404,427

 

 

 

DEUTSCHE TELEKOM AG SPONSORED ADR

 

196,168

 

 

 

4,250,961

 

 

 

DEVON ENERGY CORP NEW COMMON STOCK

 

5,691

 

 

 

505,987

 

 

 

DISCOVER FINANCIAL SERVICES COMMON STOCK

 

4,654

 

 

 

70,182

 

 

 

DOMINION RESOURCES INC COMMON STOCK

 

28,812

 

 

 

1,367,129

 

 

 

DOW CHEM CO COMMON STOCK

 

81,206

 

 

 

3,201,141

 

 

 

DU PONT E I DE NEMOURS & CO COMMON STOCK

 

85,441

 

 

 

3,767,094

 

 

 

DUKE ENERGY CORP COMMON STOCK

 

33,220

 

 

 

670,047

 

 

 

EASTMAN KODAK CO COMMON STOCK

 

47,717

 

 

 

1,043,571

 

 

 

EATON CORP COMMON STOCK

 

33,953

 

 

 

3,291,743

 

 

 

EDISON INTL COMMON STOCK

 

13,467

 

 

 

718,734

 

 

 

ENCANA CORP COMMON STOCK

 

11,241

 

 

 

763,938

 

 

 

ERICSSON L M TEL CO COMMON STOCK

 

24,859

 

 

 

580,458

 

 

 

EXELON CORP COMMON STOCK

 

21,367

 

 

 

1,744,402

 

 

 

FPL GROUP INC COMMON STOCK

 

35,979

 

 

 

2,438,657

 

 

 

FEDERAL NATIONAL MORTGAGE ASSN COMMON STOCK

 

64,525

 

 

 

2,579,710

 

 

 

FIRSTENERGY CORP COMMON STOCK

 

22,403

 

 

 

1,620,633

 

 

 

FLUOR CORP COMMON STOCK

 

11,385

 

 

 

1,659,022

 

 

 

FORD MTR CO COMMON STOCK

 

417,514

 

 

 

2,809,869

 

 

 

GENENTECH INC COMMON STOCK

 

8,658

 

 

 

580,692

 

 

 

GENERAL ELECTRIC CO COMMON STOCK

 

251,015

 

 

 

9,305,126

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

16



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

GENERAL MOTORS CORP COMMON STOCK

 

58,283

 

 

 

1,450,664

 

 

 

GOODRICH CORP COMMON STOCK

 

19,614

 

 

 

1,384,945

 

 

 

HALLIBURTON CO COMMON STOCK

 

112,581

 

 

 

4,267,946

 

 

 

HEALTH NET INC COMMON STOCK

 

15,819

 

 

 

764,058

 

 

 

HEWLETT-PACKARD CO COMMON STOCK

 

68,118

 

 

 

3,438,597

 

 

 

HONEYWELL INTL INC COMMON STOCK

 

31,347

 

 

 

1,930,035

 

 

 

HUBBELL INC CLASS B COMMON STOCK

 

8,085

 

 

 

417,186

 

 

 

HUMANA INC COMMON STOCK

 

16,390

 

 

 

1,234,331

 

 

 

IDEARC INC COMMON STOCK

 

9,013

 

 

 

158,268

 

 

 

ILLINOIS TOOL WORKS INC COMMON STOCK

 

38,532

 

 

 

2,063,003

 

 

 

INSITUFORM TECHNOLOGIES INC CLASS A COMMON STOCK

 

10,095

 

 

 

149,406

 

 

 

INTEL CORP COMMON STOCK

 

229,971

 

 

 

6,131,027

 

 

 

INTL BUSINESS MACHINES CORP COMMON STOCK

 

33,372

 

 

 

3,607,513

 

 

 

INTERNATIONAL PAPER CO COMMON STOCK

 

81,561

 

 

 

2,640,945

 

 

 

JP MORGAN CHASE & CO COMMON STOCK

 

40,587

 

 

 

1,771,623

 

 

 

JOHNSON & JOHNSON CO COMMON STOCK

 

37,415

 

 

 

2,495,581

 

 

 

KRAFT FOODS INC COMMON STOCK

 

41,628

 

 

 

1,358,322

 

 

 

LILLY ELI & CO COMMON STOCK

 

24,233

 

 

 

1,293,800

 

 

 

LINCOLN NATIONAL CORP COMMON STOCK

 

26,202

 

 

 

1,525,480

 

 

 

LOEWS CORP - CAROLINA GROUP COMMON STOCK

 

82,528

 

 

 

4,154,460

 

 

 

LOEWS CORP - CAROLINA GROUP COMMON STOCK

 

65,916

 

 

 

5,622,635

 

 

 

MACY’S INC COMMON STOCK

 

20,507

 

 

 

530,516

 

 

 

MARATHON OIL CORP COMMON STOCK

 

62,340

 

 

 

3,794,012

 

 

 

MARSH & MCLENNAN COS INC COMMON STOCK

 

111,171

 

 

 

2,942,696

 

 

 

MCDERMOTT INTL INC COMMON STOCK

 

49,454

 

 

 

2,919,270

 

 

 

MERCK & CO INC COMMON STOCK

 

62,862

 

 

 

3,652,911

 

 

 

MICROSOFT CORP COMMON STOCK

 

113,478

 

 

 

4,039,817

 

 

 

NISOURCE INC COMMON STOCK

 

46,646

 

 

 

881,143

 

 

 

NORTHWEST AIRLS CORP COMMON STOCK

 

38,992

 

 

 

565,774

 

 

 

PARKER HANNIFIN CORP COMMON STOCK

 

35,452

 

 

 

2,669,890

 

 

 

PETROLEO BRASILEIRO SA PETROBRAS ADR

 

31,524

 

 

 

3,632,826

 

 

 

PFIZER INC COMMON STOCK

 

110,856

 

 

 

2,519,757

 

 

 

PIONEER NATIONAL RESOURCES CO COMMON STOCK

 

19,448

 

 

 

949,840

 

 

 

R H DONNELLEY CORP COMMON STOCK

 

16,013

 

 

 

584,154

 

 

 

SAFECO CORP COMMON STOCK

 

21,400

 

 

 

1,191,552

 

 

 

SCHERING-PLOUGH CORP COMMON STOCK

 

23,325

 

 

 

621,378

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

17



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

SCHLUMBERGER LTD COMMON STOCK

 

37,390

 

 

 

3,678,054

 

 

 

SOUTHERN CO COMMON STOCK

 

44,356

 

 

 

1,718,795

 

 

 

SPECTRA ENERGY CORP COMMON STOCK

 

19,599

 

 

 

506,046

 

 

 

SPRINT NEXTEL CORP COMMON STOCK

 

134,129

 

 

 

1,761,114

 

 

 

ST MICROELECTRONICS N V COMMON STOCK

 

79,323

 

 

 

1,134,319

 

 

 

TAIWAN SEMICONDUCTOR MFG CO LTD SPONSORED ADR

 

170,618

 

 

 

1,699,355

 

 

 

TELEFONOS DE MEXICO S A SPONSORED ADR

 

75,968

 

 

 

2,798,661

 

 

 

TENARIS SA ADR

 

13,181

 

 

 

589,586

 

 

 

3M CO COMMON STOCK

 

29,746

 

 

 

2,508,183

 

 

 

TOTAL SA SPONSORED ADR

 

19,877

 

 

 

1,641,840

 

 

 

TRAVELERS COS INC COMMON STOCK

 

98,961

 

 

 

5,324,102

 

 

 

UAL CORP COMMON STOCK

 

12,151

 

 

 

433,305

 

 

 

US BANCORP COMMON STOCK

 

24,580

 

 

 

780,169

 

 

 

US AIRWAYS GROUP INC COMMON STOCK

 

38,113

 

 

 

560,642

 

 

 

UNION PACIFIC CORP COMMON STOCK

 

3,716

 

 

 

466,804

 

 

 

UNITED PARCEL SERVICE CLASS B COMMON STOCK

 

16,060

 

 

 

1,135,763

 

 

 

VERIZON COMMUNICATIONS COMMON STOCK

 

74,672

 

 

 

3,262,420

 

*

 

WACHOVIA CORP COMMON STOCK

 

23,326

 

 

 

887,088

 

 

 

WAL-MART STORES INC COMMON STOCK

 

29,652

 

 

 

1,409,360

 

 

 

WASTE MGMT INC COMMON STOCK

 

29,346

 

 

 

958,734

 

 

 

WELLS FARGO & CO COMMON STOCK

 

18,939

 

 

 

571,768

 

 

 

WEYERHAEUSER CO COMMON STOCK

 

19,077

 

 

 

1,406,738

 

 

 

WHIRLPOOL CORP COMMON STOCK

 

12,874

 

 

 

1,050,905

 

 

 

WYETH COMMON STOCK

 

34,643

 

 

 

1,530,874

 

 

 

ACE LTD COMMON STOCK

 

85,233

 

 

 

5,265,695

 

 

 

AXIS CAPITAL HOLDINGS LTD COMMON STOCK

 

38,976

 

 

 

1,518,895

 

 

 

ENDURANCE SPECIALTY HOLDINGS LTD COMMON STOCK

 

42,377

 

 

 

1,768,392

 

 

 

EVEREST RE GROUP LTD COMMON STOCK

 

6,374

 

 

 

639,950

 

 

 

INGERSOLL-RAND CO LTD COMMON STOCK

 

72,041

 

 

 

3,347,745

 

 

 

MONTPELIER RE HOLDINGS LTD COMMON STOCK

 

64,315

 

 

 

1,093,998

 

 

 

PARTNERRE LTD COMMON STOCK

 

11,539

 

 

 

952,314

 

 

 

RENAISSANCE RE HOLDINGS LTD COMMON STOCK

 

24,227

 

 

 

1,459,434

 

 

 

TRANSOCEAN INC COMMON STOCK

 

19,429

 

 

 

2,781,261

 

 

 

XL CAPITAL LTD COMMON STOCK

 

72,795

 

 

 

3,662,316

 

 

 

ROYAL CARIBBEAN CRUISES LTD COMMON STOCK

 

28,383

 

 

 

1,204,575

 

 

 

EVERGREEN INSTITUTIONAL MONEY MARKET FUND

 

5,346,220

 

 

 

5,346,220

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

18



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

APP PHARACEUTICALS INC COMMON STOCK

 

93,000

 

 

 

955,110

 

 

 

ABRAXIS BIOSCIENCE INC COMMON STOCK

 

23,250

 

 

 

1,598,903

 

 

 

ALLERGAN INC COMMON STOCK

 

193,000

 

 

 

12,398,320

 

 

 

AMAZON.COM INC COMMON STOCK

 

26,400

 

 

 

2,445,696

 

 

 

AMERICAN MOVIL SAB DE C.V. SPONSORED ADR

 

205,000

 

 

 

12,584,950

 

 

 

APPLE INC COMMON STOCK

 

79,000

 

 

 

15,648,320

 

 

 

BROADCOM CORP COMMON STOCK

 

381,000

 

 

 

9,959,340

 

 

 

CME GROUP INC COMMON STOCK

 

18,000

 

 

 

12,348,000

 

 

 

CERNER CORP COMMON STOCK

 

66,000

 

 

 

3,722,400

 

 

 

E M C CORP MASS COMMON STOCK

 

629,000

 

 

 

11,655,370

 

 

 

EXPEDITORS INTL WASH INC COMMON STOCK

 

117,000

 

 

 

5,227,560

 

 

 

FMC TECHNOLOGIES INC COMMON STOCK

 

66,000

 

 

 

3,742,200

 

 

 

GENENTECH INC COMMON STOCK

 

133,000

 

 

 

8,920,310

 

 

 

GENZYME CORP COMMON STOCK

 

165,000

 

 

 

12,282,600

 

 

 

GOOGLE INC CLASS A COMMON STOCK

 

39,000

 

 

 

26,967,720

 

 

 

INTERCONTINENTALEXCHANGE INC COMMON STOCK

 

68,000

 

 

 

13,090,000

 

 

 

INTUITIVE SURGICAL INC COMMON STOCK

 

32,000

 

 

 

10,336,000

 

 

 

IRON MTN INC PA COMMON STOCK

 

103,000

 

 

 

3,813,060

 

 

 

LAS VEGAS SANDS CORP COMMON STOCK

 

78,000

 

 

 

8,037,900

 

 

 

LOWE’S COS INC COMMON STOCK

 

302,000

 

 

 

6,831,240

 

 

 

MOODY’S CORPORATION COMMON STOCK

 

194,000

 

 

 

6,925,800

 

 

 

NATIONAL OILWELL VARCO INC COMMON STOCK

 

219,000

 

 

 

16,087,740

 

 

 

SALESFORCE.COM INC COMMON STOCK

 

133,500

 

 

 

8,369,115

 

 

 

SCHLUMBERGER LTD COMMON STOCK

 

152,000

 

 

 

14,952,240

 

 

 

STARBUCKS CORP COMMON STOCK

 

524,000

 

 

 

10,726,280

 

 

 

STRYKER CORP COMMON STOCK

 

87,000

 

 

 

6,500,640

 

 

 

TEVA PHARMACEUTICAL INDS LTD ADR

 

122,000

 

 

 

5,670,560

 

 

 

VARIAN MED SYS INC COMMON STOCK

 

129,000

 

 

 

6,728,640

 

 

 

WALGREEN CO COMMON STOCK

 

165,000

 

 

 

6,283,200

 

 

 

YAHOO! INC COMMON STOCK

 

181,000

 

 

 

4,210,059

 

 

 

 

 

 

 

 

 

 

 

 

 

Total U.S. Large-Cap Equity Fund

 

807,737,042

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

19



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

The International Equity Fund -

 

 

 

 

 

 

 

 

 

DFA INTERNATIONAL SMALL CAP VALUE FUND INSTITUTIONAL CLASS

 

2,494,966

 

 

 

48,801,449

 

 

 

DFA EMERGING MARKETS VALUE FUND INSTITUTIONAL CLASS

 

1,186,630

 

 

 

52,792,944

 

 

 

GMO INTL CORE EQUITY- III

 

2,532,233

 

 

 

102,327,989

 

 

 

STATE STREET BANK AND TRUST DAILY EAFE INDEX FUND CLASS T

 

1,049,056

 

 

 

24,784,555

 

 

 

STATE STREET BANK AND TRUST INTERNATIONAL ALPHA SELECT FUND CLASS A

 

9,379,008

 

 

 

118,764,344

 

 

 

 

 

 

 

 

 

 

 

 

 

Total International Equity Fund

 

347,471,281

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

*

 

EVERGREEN INSTITUTIONAL MONEY MARKET FUND

 

679,438

 

 

 

679,438

 

 

 

ATP OIL & GAS CORP COMMON STOCK

 

8,900

 

 

 

449,806

 

 

 

ACTIVISION INC NEW COMMON STOCK

 

24,650

 

 

 

732,105

 

 

 

AIRGAS INC COMMON STOCK

 

7,750

 

 

 

403,853

 

 

 

ALLEGHENY ENERGY INC COMMON STOCK

 

12,700

 

 

 

807,847

 

 

 

ALLSCRIPTS HEALTHCARE SOLUTIONS COMMON STOCK

 

18,350

 

 

 

356,357

 

 

 

AMERIPRISE FINANCIAL INC COMMON STOCK

 

4,400

 

 

 

242,484

 

 

 

ANIXTER INTL INC COMMON STOCK

 

11,600

 

 

 

722,332

 

 

 

ANNALY MTG MGMT INC COMMON STOCK

 

34,850

 

 

 

633,573

 

 

 

ARENA RESOURCES INC COMMON STOCK

 

9,850

 

 

 

410,844

 

 

 

ASPEN TECHNOLOGY INC COMMON STOCK

 

17,050

 

 

 

276,551

 

 

 

ASSURANT INC COMMON STOCK

 

12,650

 

 

 

846,285

 

 

 

ASTEC INDS INC COMMON STOCK

 

6,150

 

 

 

228,719

 

 

 

AUTODESK INC COMMON STOCK

 

10,100

 

 

 

502,576

 

 

 

BALDOR ELEC CO COMMON STOCK

 

24,050

 

 

 

809,523

 

 

 

BARE ESCENTUALS INC COMMON STOCK

 

7,890

 

 

 

191,333

 

 

 

BARR LABS INC

 

9,100

 

 

 

483,210

 

 

 

BE AEROSPACE INC COMMON STOCK

 

12,250

 

 

 

648,025

 

 

 

BRIGHT HORIZONS FAMILY SOLUTIONS COMMON STOCK

 

5,600

 

 

 

193,424

 

 

 

CB RICHARD ELLIS GROUP INC - A COMMON STOCK

 

11,650

 

 

 

251,058

 

 

 

CF INDUSTRIES HOLDINGS INC COMMON STOCK

 

5,400

 

 

 

594,324

 

 

 

CASCADE BANCORP COMMON STOCK

 

9,200

 

 

 

128,064

 

 

 

CHATTEM INC COMMON STOCK

 

4,650

 

 

 

351,261

 

 

 

CHURCH & DWIGHT CO COMMON STOCK

 

5,450

 

 

 

294,682

 

 

 

CIENA CORP COMMON STOCK

 

7,900

 

 

 

269,469

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

20



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

CITRIX SYS INC COMMON STOCK

 

11,350

 

 

 

431,414

 

 

 

CLEVELAND CLIFFS INC

 

6,075

 

 

 

612,360

 

 

 

COACH INC COMMON STOCK

 

3,950

 

 

 

120,791

 

 

 

COHEN & STEERS INC COMMON STOCK

 

5,500

 

 

 

164,835

 

 

 

COMMSCOPE INC COMMON STOCK

 

8,150

 

 

 

401,062

 

 

 

CGG VERITAS SPONSORED ADR

 

3,000

 

 

 

168,150

 

 

 

CONAGRA FOODS INC COMMON STOCK

 

21,100

 

 

 

501,969

 

 

 

DIGITAL REALTY TRUST INC COMMON STOCK

 

16,400

 

 

 

629,268

 

 

 

DIODES INC COMMON STOCK

 

14,500

 

 

 

436,015

 

 

 

EAST WEST BANCORP INC COMMON STOCK

 

7,600

 

 

 

184,148

 

 

 

EL PASO ELEC CO COMMON STOCK

 

9,750

 

 

 

249,308

 

 

 

EMCOR GRP INC COMMON STOCK

 

14,600

 

 

 

344,998

 

 

 

ENDO PHARMACEUTICALS HLDGS INC COMMON STOCK

 

35,550

 

 

 

948,119

 

 

 

FLIR SYS INC COMMON STOCK

 

8,500

 

 

 

266,050

 

 

 

FTI CONSULTING INC COMMON STOCK

 

10,900

 

 

 

671,876

 

 

 

F5 NETWORKS INC COMMON STOCK

 

13,575

 

 

 

387,159

 

 

 

FISERV INC WIS COMMON STOCK

 

6,850

 

 

 

380,107

 

 

 

FOCUS MEDIA HOLDING-ADS COMMON STOCK

 

13,550

 

 

 

769,776

 

 

 

FOMENTO ECONOMICO MEXICANO SP ADR COMMON STOCK

 

13,200

 

 

 

503,844

 

 

 

FORMFACTOR INC COMMON STOCK

 

9,600

 

 

 

317,760

 

 

 

CB GEO GRP INC COMMON STOCK

 

11,450

 

 

 

320,600

 

 

 

GFI GROUP INC COMMON STOCK

 

1,950

 

 

 

186,654

 

 

 

GAMESTOP CORP CLASS A COMMON STOCK

 

9,700

 

 

 

602,467

 

 

 

GENERAL CABLE CORP DEL NEW COMMON STOCK

 

15,800

 

 

 

1,157,824

 

 

 

GILDAN ACTIVEWEAR INC SUB VTG SHS CLASS A

 

10,000

 

 

 

411,600

 

 

 

HARRIS CORP DEL COMMON STOCK

 

7,200

 

 

 

451,296

 

 

 

HAYNES INTL INC COMMON STOCK

 

49,000

 

 

 

340,550

 

 

 

HOLOGIC INC COMMON STOCK

 

16,174

 

 

 

1,110,183

 

 

 

HORNBECK OFFSHORE SERV COMMON STOCK

 

13,400

 

 

 

602,330

 

 

 

HURON CONSULTING GROUP INC COMMON STOCK

 

8,000

 

 

 

645,040

 

 

 

ICONIX BRAND GROUP INC COMMON STOCK

 

15,600

 

 

 

306,696

 

 

 

IMMUCOR INC COMMON STOCK

 

20,650

 

 

 

701,894

 

 

 

INTEGRA LIFESCIENCES HOLDING COMMON STOCK

 

5,350

 

 

 

224,326

 

 

 

INTERCONTINENTALEXCHANGE INC COMMON STOCK

 

2,100

 

 

 

404,250

 

 

 

INTERSIL HLDG CORP COMMON STOCK

 

25,050

 

 

 

613,224

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

21



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

INTUITIVE SURGICAL INC COMMON STOCK

 

1,750

 

 

 

565,250

 

 

 

INVERNESS MEDICAL INNOVATION COMMON STOCK

 

7,950

 

 

 

446,631

 

 

 

INVESTMENT TECHNOLOGY GROUP COMMON STOCK

 

5,550

 

 

 

264,125

 

 

 

INVESTOOLS INC COMMON STOCK

 

13,050

 

 

 

231,507

 

 

 

ION GEOPHYSICAL CORP COMMON STOCK

 

8,150

 

 

 

128,607

 

 

 

ITC HOLDINGS CORP COMMON STOCK

 

16,600

 

 

 

936,572

 

 

 

JACK IN THE BOX INC COMMON STOCK

 

20,625

 

 

 

531,506

 

 

 

JONES LANG LASALLE INC COMMON STOCK

 

12,700

 

 

 

903,732

 

 

 

KNOT INC COMMON STOCK

 

10,600

 

 

 

168,964

 

 

 

LASALLE HOTEL PPTYS COM SH BEN INT

 

9,200

 

 

 

293,480

 

 

 

MSC INDL DIRECT INC CLASS A

 

14,800

 

 

 

598,956

 

 

 

MANITOWOC INC COMMON STOCK

 

15,100

 

 

 

737,333

 

 

 

MCDERMOTT INTL INC COMMON STOCK

 

32,300

 

 

 

1,906,669

 

 

 

MICROS SYS INC COMMON STOCK

 

4,950

 

 

 

347,292

 

 

 

MIDDLEBY CORP COMMON STOCK

 

2,375

 

 

 

181,973

 

 

 

MILLENNIUM PHARMACEUTICALS INC COMMON STOCK

 

17,000

 

 

 

254,660

 

 

 

MILLER (HERMAN) INC COMMON STOCK

 

9,350

 

 

 

302,847

 

 

 

MIRANT CORP COMMON STOCK

 

4,950

 

 

 

192,951

 

 

 

MYRIAD GENETICS INC COMMON STOCK

 

9,000

 

 

 

417,780

 

 

 

NII HLDGS INC CLASS B

 

7,150

 

 

 

345,488

 

 

 

NRG ENERGY INC COMMON STOCK

 

10,550

 

 

 

457,237

 

 

 

NATIONAL SEMICONDUCTOR CORP COMMON STOCK

 

16,200

 

 

 

366,768

 

 

 

NORTHERN TR CORP COMMON STOCK

 

9,050

 

 

 

693,049

 

 

 

NUANCE COMMUNICATIONS INC COMMON STOCK

 

26,075

 

 

 

487,081

 

 

 

OYO GEOSPACE CORP COMMON STOCK

 

3,300

 

 

 

248,688

 

 

 

OMNICELL INC COMMON STOCK

 

9,625

 

 

 

259,201

 

 

 

ON SEMICONDUCTOR CORP COMMON STOCK

 

33,450

 

 

 

297,036

 

 

 

PACKAGING CORP AMER COMMON STOCK

 

30,550

 

 

 

861,510

 

 

 

PEDIATRIX MED GRP COMMON STOCK

 

6,125

 

 

 

417,419

 

 

 

PENNEY J C INC COMMON STOCK

 

7,100

 

 

 

312,329

 

 

 

PETROHAWK ENERGY CORP COMMON STOCK

 

54,300

 

 

 

939,933

 

 

 

PHILLIPS VAN HEUSEN CORP COMMON STOCK

 

10,400

 

 

 

383,344

 

 

 

PIONEER NATURAL RESOURCES CO COMMON STOCK

 

2,650

 

 

 

129,426

 

 

 

PRECISION CASTPARTS CORP COMMON STOCK

 

9,400

 

 

 

1,303,780

 

 

 

PSYCHIATRIC SOLUTIONS INC COMMON STOCK

 

7,325

 

 

 

238,063

 


*                 Indicates Party-in-interest

**          Cost information not required for participant-directed investments.

 

22



 

EIN 13-4922250

Plan #: 002

 

AMERICAN EXPRESS RETIREMENT SAVINGS PLAN

(Formerly known as the American Express Incentive Savings Plan)

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

December 31, 2007

 

(a)

 

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

 

(c) Number of
Shares / Units or
 Face Amount

 

(d) Cost**

 

(e) Current Value

 

 

 

RANGE RES CORP COMMON STOCK

 

7,200

 

 

 

369,792

 

 

 

RAYMOND JAMES FINL INC COMMON STOCK

 

8,425

 

 

 

275,161

 

 

 

RESPIRONICS INC COMMON STOCK

 

4,975

 

 

 

325,763

 

 

 

RIVERBED TECHNOLOGY INC COMMON STOCK

 

13,100

 

 

 

350,294

 

 

 

SAKS INC COMMON STOCK

 

31,050

 

 

 

644,598

 

 

 

SEABRIDGE GOLD INC COMMON STOCK

 

11,000

 

 

 

323,840

 

 

 

SHIRE PHARMACEUTICALS GR SPONSORED ADR

 

3,600

 

 

 

248,220

 

 

 

SIGNATURE BANK COMMON STOCK

 

9,150

 

 

 

308,813

 

 

 

SILICON LABORATORIES INC OC - COMMON STOCK

 

6,800

 

 

 

254,524

 

 

 

SIRF TECHNOLOGY HOLDINGS INC COMMON STOCK

 

14,300

 

 

 

359,359

 

 

 

SONOSITE INC COMMON STOCK

 

6,650

 

 

 

223,906

 

 

 

SOTHEBY’S COMMON STOCK

 

30,285

 

 

 

1,153,859

 

 

 

STIFEL FINL CORP COMMON STOCK

 

5,400

 

 

 

283,878

 

 

 

SUNSTONE HOTEL INVESTORS INC COMMON STOCK

 

25,000

 

 

 

457,250

 

 

 

T HQ INC COMMON STOCK NEW

 

13,650

 

 

 

384,794

 

 

 

TELETECH HLDGS INC COMMON STOCK

 

18,800

 

 

 

399,876

 

 

 

TEREX CORP COMMON STOCK

 

6,450

 

 

 

422,927

 

 

 

TESCO CORP COMMON STOCK

 

8,425

 

 

 

241,545

 

 

 

TEXAS ROADHOUSE INC - CLASS A COMMON STOCK

 

19,250

 

 

 

212,905

 

 

 

THOMAS & BETTS CORP COMMON STOCK

 

15,950

 

 

 

782,188

 

 

 

TIME WARNER TELECOM INC CLASS A

 

18,750

 

 

 

380,438

 

 

 

TRIMBLE NAV LTD COMMON STOCK

 

12,550

 

 

 

379,512

 

 

 

UNITED THERAPEUTICS CORP DEL COMMON STOCK

 

2,750

 

 

 

268,538

 

 

 

UNIVERSAL ELECTRS INC COMMON STOCK

 

5,650

 

 

 

188,936

 

 

 

URBAN OUTFITTERS INC COMMON STOCK

 

16,560

 

 

 

426,619

 

 

 

VCA ANTECH INC COMMON STOCK

 

5,000

 

 

 

221,150

 

 

 

VAIL RESORTS INC COMMON STOCK

 

1,750

 

 

 

94,168

 

 

 

VIASAT INC COMMON STOCK

 

8,850

 

 

 

304,706

 

 

 

VOLCOM INC COMMON STOCK

 

6,400

 

 

 

140,992

 

 

 

WMS INDS INC COMMON STOCK

 

17,475

 

 

 

640,284

 

 

 

WABTEC COMMON STOCK

 

16,750

 

 

 

576,870

 

 

 

WHITING PETROLEUM CORP COMMON STOCK

 

5,600

 

 

 

322,896

 

 

 

WISCONSIN ENERGY CORP COMMON STOCK

 

10,400

 

 

 

506,584

 

 

 

WOODWARD GOVERNOR CO

 

3,000

 

 

 

203,850