United States Securities and Exchange Commission Form
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 200 Vesey Street New York, New York 10285 AMERICAN EXPRESS RETIREMENT SAVINGS PLAN Financial Statements and Supplemental Schedules Table of Contents Page Report of Independent Registered Public Accounting Firms FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits as of December 31, 2020 and 2019 1 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2020 2 Notes to Financial Statements 3 SUPPLEMENTAL SCHEDULES* Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the Year Ended December 31, 2020 17 Schedule H, Line 4i - Schedule of Assets (Held at End of Year) for the Year Ended December 31, 2020 18 Schedule H, Line 4i - Schedule of Assets (Acquired and Disposed of Within Year) for the Year Ended December 31, 2020 69 Signature 70 Exhibit Index E-1 * Other schedules required under Section 2520.103 of 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. Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plan Administrator and Plan Participants of American Express Retirement Savings Plan Opinion on the Financial Statements We have audited the accompanying statement of net assets available for benefits of the American Express Retirement Savings Plan (the Plan) as of December 31, 2020, and the related statement of changes in net assets available for benefits for the year then ended, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion on the Financial Statements The financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by Plan management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Report on Supplemental Schedules The supplemental schedules listed in the table of contents as of December 31, 2020 and for the year then ended have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole. /s/ McConnell & Jones LLP We have served as the Plan’s auditor since 2021. Houston, Texas June 23, 2021 Table of Contents Report of Independent Registered Public Accounting Firm To the Administrator and Plan Participants of American Express Retirement Savings Plan Opinion on the Financial Statements We have audited the accompanying statement of net assets available for benefits of American Express Retirement Savings Plan (the “Plan”) as of December 31, 2019, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP New York, New York June 22, 2020 We have served as the Plan’s auditor since 2006. Table of Contents AMERICAN EXPRESS RETIREMENT SAVINGS PLAN Statements of Net Assets Available for Benefits as of December 31, 2020 and 2019 (Thousands) 2020 2019 Assets Investments, at fair value: Money market funds $ 76,393 $ 68,916 Corporate debt instruments 140,014 93,564 Common stocks 2,353,264 2,131,365 U.S. Government and agency obligations 202,259 208,692 Common/collective trusts 2,668,893 2,285,893 Mutual funds 466,904 390,915 Self-directed brokerage accounts 140,110 138,364 Other investments 169,990 155,022 Total investments, at fair value 6,217,827 5,472,731 Fully benefit responsive investment contracts, at contract value 738,829 572,415 Due from brokers 7,529 4,213 Cash (non-interest bearing) 8,428 5,553 Receivables: Notes receivable from participants 69,734 84,655 Investment income accrued 4,125 3,600 Employer contributions 79,376 94,504 Total Assets 7,125,848 6,237,671 Liabilities Accrued expenses 2,936 2,641 Due to brokers 30,586 8,678 Total Liabilities 33,522 11,319 Net assets available for benefits $ 7,092,326 $ 6,226,352 See accompanying notes to the financial statements. 1 Table of Contents AMERICAN EXPRESS RETIREMENT SAVINGS PLAN Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2020 (Thousands) 2020 Contributions Employer $ 189,871 Employee 206,171 Rollovers 16,751 Total contributions 412,793 Investment income Net appreciation of investments 901,445 Interest and dividends 64,841 Other income 1,316 Total investment income 967,602 Interest on notes receivable from participants 4,079 Total additions to net assets 1,384,474 Withdrawal payments (505,292) Administrative expenses (13,208) Total deductions from net assets (518,500) Net increase in net assets