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, 2003
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 INCENTIVE 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 INCENTIVE SAVINGS PLAN
FORM 11-K FOR
YEARS ENDED DECEMBER 31, 2003 AND 2002
INDEX
Report of Independent Registered Public Accounting Firm 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 2
Statements of Changes in Net Assets Available for Benefits for the years ended:
December 31, 2003 3
December 31, 2002 4
Notes to the Financial Statements 5
SUPPLEMENTAL SCHEDULES
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 13
Schedule H, Line 4j - Schedule of Reportable Transactions 16
Signature 17
Exhibit Index 18
EXHIBIT
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Employee Benefit Administration Committee
American Express Company
We have audited the accompanying statements of net assets available for benefits
of the American Express Incentive Savings Plan as of December 31, 2003 and 2002,
and the related statements of changes in net assets available for benefits for
the years then ended. 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 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2003 and 2002, and the changes in its net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedules of assets
held as of December 31, 2003, and reportable transactions for the year then
ended are presented for purposes of additional analysis and are not a required
part of the financial statements but are 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in our audits
of the financial statements and, in our opinion, are fairly stated in all
material respects in relation to the financial statements taken as a whole.
Minneapolis, Minnesota
June 23, 2004
1
American Express Incentive Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2003 December 31, 2002
-------------------- ---------------------
ASSETS
Investments $3,023,472,116 $2,451,704,141
Cash 10,114,839 2,534,650
Receivables:
Investment income 68,123,705 58,069,358
Employer Contributions-
Other than Profit Sharing 18,707,453 18,587,813
Profit Sharing 62,533,842 51,514,033
-------------------- --------------------
Total Assets 3,182,951,955 2,582,409,995
-------------------- --------------------
-------------------- --------------------
Net assets available for benefits $3,182,951,955 $2,582,409,995
==================== ====================
See notes to the financial statements.
2
American Express Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
Participant- Nonparticipant-
Directed Directed Total
------------------ ---------------- ------------------
Contributions:
Employer -
Other than profit sharing $ 49,980,225 $ 19,060,692 $ 69,040,917
Profit sharing 62,647,430 - 62,647,430
Employee 133,592,675 - 133,592,675
Member rollovers or transfers 4,971,153 - 4,971,153
------------------ ---------------- ------------------
Total Contributions 251,191,483 19,060,692 270,252,175
Investment Income:
Interest and dividends 38,282,385 2,850,573 41,132,958
Interest on participant loans 5,780,276 - 5,780,276
Net realized/unrealized appreciation 440,894,640 101,828,492 542,723,132
------------------ ---------------- ------------------
Total Investment Income 484,957,301 104,679,065 589,636,366
------------------ ---------------- ------------------
Total Contributions and
Investment Income 736,148,784 123,739,757 859,888,541
Withdrawal payments (229,798,173) (29,548,408) (259,346,581)
Net transfers between
acccounts in (out) 3,404,145 (3,404,145) -
------------------ ---------------- ------------------
Net increase in net assets
available for benefits 509,754,756 90,787,204 600,541,960
Net assets available for
benefits at beginning of year 2,292,499,928 289,910,067 2,582,409,995
------------------ ---------------- ------------------
Net assets available for
benefits at end of year $ 2,802,254,684 $ 380,697,271 $ 3,182,951,955
================== ================ ==================
See notes to the financial statements.
3
American Express Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2002
Participant- Nonparticipant-
Directed Directed Total
----------------- --------------- ----------------
Contributions:
Employer -
Other than profit sharing $ 53,524,375 $ 14,120,946 $ 67,645,321
Profit sharing 51,514,033 - 51,514,033
Employee 141,140,471 - 141,140,471
Member rollovers or transfers 4,879,872 - 4,879,872
----------------- --------------- ----------------
Total Contributions 251,058,751 14,120,946 265,179,697
Investment Income/(Loss):
Interest and dividends 41,043,893 2,661,481 43,705,374
Interest on participant loans 7,955,006 - 7,955,006
Net realized/unrealized depreciation (230,767,608) (1,233,233) (232,000,841)
----------------- --------------- ----------------
Total Investment Income/(Loss) (181,768,709) 1,428,248 (180,340,461)
----------------- --------------- ----------------
Total Contributions and
Investment Income 69,290,042 15,549,194 84,839,236
Withdrawal payments (251,748,112) (31,803,712) (283,551,824)
Net transfers between
acccounts in (out) 3,935,873 (3,935,873) -
Transfers to successor trustees (1,038,687) - (1,038,687)
----------------- --------------- ----------------
Net decrease in net assets
available for benefits (179,560,884) (20,190,391) (199,751,275)
Net assets available for
benefits at beginning of year 2,472,060,812 310,100,458 2,782,161,270
---------------- --------------- ----------------
Net assets available for
benefits at end of year $ 2,292,499,928 $ 289,910,067 $ 2,582,409,995
================= =============== ================
See notes to the financial statements.
4
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
1. DESCRIPTION OF THE PLAN
GENERAL
The American Express Incentive 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
contributions to the Plan upon 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. Participants should refer to the Plan Document
for more complete information.
ADMINISTRATION
American Express Trust Company ("AETC"), a wholly-owned subsidiary of American
Express Financial Corporation ("AEFC"), is the Trustee of the Plan. AEFC is a
wholly-owned subsidiary of American Express Company. The Plan is administered by
the Company's Employee Benefits Administration Committee ("EBAC"), and the
Company's Benefit Plans Investment Committee ("BPIC") selects the investment
options available under the Plan and directs the manner in which investment
options unique to the Plan are invested. BPIC has the power to appoint
investment managers to make investment decisions. Both Committees are appointed
by the Compensation and Benefits Committee of the Board of Directors of American
Express Company.
EXPENSES
Fees, commissions and other charges attributable to the Plan as a whole are paid
by the Plan, unless paid by the Company. Currently, all administrative expenses
incurred with regard to the plan are borne by the Company. Expenses related to
the Plan's investments, such as brokerage commissions, fees, stock transfer
taxes and other charges, are generally paid out of the applicable investment
fund. The participant pays certain fees and expenses of the Self-Managed
Brokerage Account ("SMBA").
CHANGES TO THE PLAN
Effective May 21, 2002, the Plan was amended to eliminate the distribution
option of monthly or annual installments when a Participant's employment ends at
or after age 55. The Plan was changed to indicate that if employment ends,
participants may elect to receive their vested account balance as a lump sum
cash amount, American Express Company common shares, AXP mutual fund shares, or
a combination of cash and shares.
Effective April 4, 2002, the American Express Company Stock Fund was converted
to an Employee Stock Ownership Plan ("ESOP") within the meaning of Section
4975(e) of the Internal Revenue Code. Participants have the choice to either
receive their vested American Express Company Stock dividends paid in cash or
have them automatically reinvested in the stock fund.
5
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
1. DESCRIPTION OF THE PLAN (CONTINUED)
CONTRIBUTIONS
The Plan currently provides for the following contributions:
ELECTIVE CONTRIBUTIONS
Participants may contribute each pay period before-tax, after-tax (up to
10%), or a combination of both, not to exceed 80% of their base salary 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. This limit per the Code was $12,000 for employees under age 50 and
$14,000 for employees over age 50 for 2003, which limits also applied to
participants who earned at least $90,000 in the year prior to 2003. For
2002, the limit was $11,000 for employees under age 50 and $12,000 for
employees over age 50, which limits also applied to participants who earned
at least $85,000 in the year prior to 2002. The Plan complied with
nondiscrimination requirements under the Code for 2003 and 2002.
COMPANY MATCHING CONTRIBUTIONS
Upon a participant's completion of one year of service, the Company matches
participants' Before-Tax Contributions quarterly on a dollar for dollar
basis up to 3% of base salary. A participant must be employed by the Company
on the last working day of the quarter to receive Company Matching
Contributions.
PROFIT SHARING CONTRIBUTIONS
Upon a participant's completion of one year of service additional Company
contributions of 0-7% of the participants' base salary 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 to be
eligible for any Profit Sharing Contributions made for that Plan year.
Contributions to eligible employees are made regardless of whether the
eligible employee contributes to the Plan. Profit Sharing Contributions were
3.75% and 3.00% of base salary in 2003 and 2002, respectively.
COMPANY STOCK CONTRIBUTIONS
Upon a participant's completion of one year of service the Company
contributes 1% of each eligible employee's base salary quarterly regardless
of whether the eligible employee contributes to the Plan. This contribution
is invested in the American Express Company Stock Fund. A participant must
be employed by the Company on the last working date of the quarter to
receive Company Stock Contributions.
LIMIT ON CONTRIBUTIONS
For purposes of the Plan, base salary is a participant's regular cash
compensation up to $200,000 in both 2003 and 2002, before tax deductions and
certain other withholdings. Base salary does not include bonuses, overtime,
commissions and certain other amounts.
6
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
1. DESCRIPTION OF THE PLAN (CONTINUED)
TRANSFER OF ACCOUNT BALANCES
Participants' account balances may be transferred among the Plan's investment
options upon instructions from the participant, except that the Company Stock
Contributions and amounts held in transfer accounts pursuant to the merger of
the American Express Stock Ownership Plan into the Plan on December 1, 1994
("SOP transfer account"), cannot be transferred from the American Express
Company Stock Fund until the participant attains age 55.
ROLLOVERS
A Rollover is a transfer to the Plan of a qualified distribution in accordance
with the provisions of the Plan. Rollovers into the Plan are not subject to
Company Matching Contributions.
VESTING
Participants are immediately vested in their Before-Tax and After-Tax
Contributions, Company Matching Contributions, Company Stock Contributions,
Rollovers, and income and appreciation on the foregoing. Profit Sharing
Contributions, and income and appreciation thereon, are fully vested after five
years of service, upon retiring at or after attaining the Plan's normal
retirement age (65), upon becoming disabled or at death. Company Profit Sharing
Contributions not vested at the time of termination of employment are forfeited
and used to reduce future Company contributions. Forfeitures were $4,098,113 in
2003 and $4,704,837 in 2002.
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 income and appreciation 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, AXP mutual fund shares, or a combination of cash
and shares. If the account balance is greater than $5,000, participants may
elect to defer distribution until age 65. If the account balance is $5,000 or
less, the distribution will be made in a lump sum following the end of
employment. A participant 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.
LOAN PROGRAM
Participants are also entitled to apply to the EBAC for a loan from the Plan,
subject to certain Plan restrictions. Repayments of the loan, including
interest, are allocated to a participant's
7
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
1. DESCRIPTION OF THE PLAN (CONTINUED)
investment accounts in accordance with the election in effect for new
contributions at the time of repayment. In the event of a loan default, the EBAC
may direct the Trustee to treat the outstanding loan balance as an early
withdrawal of funds from the Plan thereby subjecting the balance to income tax
plus any penalties imposed by the Code.
2. SIGNIFICANT ACCOUNTING POLICIES
VALUATION OF INVESTMENTS
Investment contracts, which are fully benefit responsive, are carried at
contract value. Contract value represents the face amount of the contract plus
interest at the contract rate. Investments in American Express Company common
shares are valued at the last quoted sales price on the New York Stock Exchange
on the last business day of the Plan 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 year. Participant loan accounts are
valued at cost, which approximates fair value. All other investments are carried
at fair value.
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.
OTHER
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. Income from other investments is recorded
on the 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
arose.
The accompanying financial statements have been prepared on the accrual basis of
accounting and include the use of management estimates in conformity with
accounting principles generally accepted in the United States of America. Actual
results could differ from those estimates.
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 Self-Managed Brokerage Account ("SMBA"). The SMBA has a minimum
initial transfer of $3,000 and additional increments of at least $500. Future
contributions cannot be made directly to the SMBA.
INVESTMENT FUNDS
A brief description of the investment funds at December 31, 2003 is set forth
below:
8
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
3. INVESTMENTS (CONTINUED)
AMERICAN EXPRESS COMPANY STOCK FUND - Is considered to be an Employer Stock
Ownership Plan (ESOP) effective April 4, 2002. 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.
ISP INCOME 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 3.87% and 5.30%, for 2003 and 2002, respectively, and the average crediting
rates on investment contracts was 3.98% and 5.07% for 2003 and 2002,
respectively. American Express Trust Company acts as investment manager for the
ISP Income Funds. The fund also invests in the American Express Trust Income
Fund I (which invests primarily in investment contracts) and the American
Express Trust Money Market Fund I (which invests primarily in short-term debt
instruments). The goal of this fund is to maximize current income consistent
with the preservation of principal.
THE "AMERICAN EXPRESS FUNDS" - The "American Express Funds" - the AXP(R)
Diversified Bond Fund, AXP(R) Mutual Fund, AXP(R) New Dimensions Fund, AXP(R)
Stock Fund, AXP(R) Threadneedle Global Balanced Fund and AXP(R) Equity Select
Fund- are mutual funds offered to the general public. Each of the AXP(R) Funds
is managed by American Express Financial Corporation and distributed by American
Express Financial Advisors Inc. Morgan Stanley Institutional Fund International
Equity Portfolio (Class A) is managed by Morgan Stanley Dean Witter Asset
Management. American Express Financial Corporation is a wholly-owned subsidiary
of American Express Company; American Express Financial Advisors Inc. is a
wholly-owned subsidiary of American Express Financial Corporation.
COLLECTIVE FUNDS - The American Express Trust Small Cap Equity Index Fund I,
American Express Trust Equity Index Fund III, American Express Trust Short-Term
Horizon (25:75) Fund, American Express Trust Medium-Term Horizon (50:50) Fund
and the American Express Trust Long-Term Horizon (80:20) Fund are collective
funds, managed by American Express Trust Company.
SELF-MANAGED BROKERAGE ACCOUNT (MUTUAL FUNDS ONLY) - The Self-Managed Brokerage
Account (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 to make choices and
investment selections of their own design.
At December 31, 2003, the fair value of investment contracts was estimated to be
$466,216,653. Fair value for traditional investment contracts was 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 was estimated based on the market values of the underlying securities.
Related wrap instruments for synthetic contracts were 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 were valued at contract value, which approximates fair value.
This valuation is made in accordance with Statement of Financial Accounting
Standards No. 107, "Disclosures about Fair Value of Financial Instruments"
and does not necessarily reflect the value that would be realized as a result
of premature liquidation of the contracts.
9
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
3. INVESTMENTS (CONTINUED)
During 2003 and 2002, the Plan's investments (including investments purchased,
sold, as well as held during the year) appreciated/(depreciated) in fair value
as follows:
Year ended December 31,
2003 2002
--------------------------------
Net realized and unrealized appreciation/(depreciation)
in fair value of investments:
Mutual funds $198,817,817 $(215,996,504)
Collective investment funds 36,415,646 (16,331,132)
American Express Company stock fund 304,919,981 (2,838,496)
American Express ISP income fund 2,569,688 3,165,291
--------------------------------
$542,723,132 $(232,000,841)
================================
At December 31, 2003 and 2002, investments with a fair value representing 5% or
more of the Plan's net assets were as follows:
Number of
Description Shares Cost Fair Value
--------------------------------------------------------------------------------------------
2003
Common Shares
American Express Company - 7,893,371 $125,028,489 $380,697,271
Nonparticipant-Directed
American Express Company - 15,119,598 316,108,477 729,218,224
Participant-Directed
Mutual Funds
AXP(R) New Dimensions 24,188,951 $663,848,473 $577,632,138
Fund, Inc.
2002
Common Shares
American Express Company - 8,201,133 $122,705,482 $289,910,065
Nonparticipant-Directed
American Express Company - 16,164,016 324,717,346 571,397,952
Participant-Directed
Mutual Funds
AXP(R) New Dimensions 24,455,178 $653,075,370 $471,251,273
Fund, Inc.
10
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2003
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.
5. INCOME TAX STATUS
The Plan has received a favorable determination letter from the Internal Revenue
Service dated February 20, 2004 to the effect that the Plan is qualified and
that the Trust established under the Plan is tax-exempt and the Plan satisfies
the requirement of Code section 4975(e)(7) as an Employee Stock Ownership Plan
("ESOP"). Once qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The Company believes the Plan is being
operated in compliance with the applicable requirements of the Code and,
therefore believes that the Plan is qualified and the related trust is tax
exempt and the Plan satisfies the requirements of 4975(e)(7).
11
SUPPLEMENTAL SCHEDULES
12
EIN 13-4922250
Plan #:002
American Express Incentive Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST FAIR VALUE
------------------------------------------------------------- ----------------------- ----------------- -----------------
MUTUAL FUNDS
AXP(R) New Dimensions Fund, Inc. * 24,188,951 $663,848,473 $577,632,138
AXP(R) Diversified Bond Fund, Inc. * 19,661,130 94,567,813 95,553,092
AXP(R) Mutual Fund, Inc.* 6,088,861 71,299,239 55,530,410
AXP(R) Stock Fund, Inc. * 8,217,040 176,547,097 151,275,701
AXP(R) Threadneedle Global Balanced Fund, Inc. * 1,496,362 6,682,349 7,541,663
AXP(R) Equity Select Fund, Inc. * 9,535,489 97,851,085 114,807,289
MSIF International Equity (Class A) 3,965,735 69,446,986 75,586,911
----------------- -----------------
1,180,243,042 1,077,927,204
----------------- -----------------
COLLECTIVE INVESTMENT FUNDS -
American Express Trust Horizon Short-Term Fund * 388,269 6,950,110 7,443,512
American Express Trust Horizon Medium-Term Fund * 2,725,436 56,293,674 62,990,283
American Express Trust Horizon Long-Term Fund * 1,090,505 22,752,688 25,745,731
American Express Trust Small Cap Equity Index I Fund * 4,166,545 45,839,749 57,685,809
American Express Trust Equity Index III Fund * 1,417,328 35,355,392 42,060,628
----------------- -----------------
167,191,613 195,925,963
----------------- -----------------
AMERICAN EXPRESS COMPANY STOCK FUND -
American Express Trust Money Market Fund I * 21,173,913 21,173,913 21,173,913
American Express Company Common Shares * 23,012,969 441,136,966 1,109,915,495
----------------- -----------------
462,310,879 1,131,089,408
----------------- -----------------
SELF-MANAGED BROKERAGE ACCOUNT 52,124,358 55,569,542
----------------- -----------------
* Indicates Party-in-interest
13
EIN 13-4922250
Plan #:002
American Express Incentive Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)(continued)
December 31, 2003
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST FAIR VALUE
------------------------------------------------------------- ----------------------- ----------------- -----------------
AMERICAN EXPRESS ISP INCOME FUND -
American Express Trust Money Market Fund I * 22,479,397 22,479,397 22,479,397
American Express Trust Income Fund I * 801,107 42,588,675 51,012,071
INVESTMENT CONTRACTS
AIG Financial II
Contract #160270, 3.66% 47,882,579 54,147,770 54,147,770
Managed Synthetic GIC Wrap
Instrument for AIG Financial II #160270 -- (6,265,191) (6,265,191)
Bank of America
Contract #97002-A, 3.08% 33,931,735 38,796,721 38,796,721
Managed Synthetic GIC Wrap
Instrument for Bank of America #97002-A -- (4,864,986) (4,864,986)
Bank of America II, 5.18% 7,112,550 10,201,284 10,201,284
Managed Synthetic GIC Wrap
Instrument for Bank of America II -- (3,088,734) (3,088,734)
CDC II, 4.14% 30,707,774 38,421,625 38,421,625
Managed Synthetic GIC Wrap
Instrument for CDC II -- (7,713,851) (7,713,851)
JP Morgan/Chase I, 5.27% 31,495,346 46,182,128 46,182,128
Managed Synthetic GIC Wrap
Instrument for JP Morgan/Chase I -- (14,686,782) (14,686,782)
Monumental Life II
Contract #ADA00281TR, 4.79% 12,388,440 15,229,251 15,229,251
Managed Synthetic GIC Wrap
Instrument for Monumental Life II #ADA00281TR -- (2,840,811) (2,840,811)
Monumental Life V, 3.72% 18,868,728 22,469,091 22,469,091
Managed Synthetic GIC Wrap
Instrument for Monumental Life V -- (3,600,363) (3,600,363)
Pacific Life, 2.59% 41,775,781 43,085,517 43,085,517
Managed Synthetic GIC Wrap
Instrument for Pacific Life -- (1,309,736) (1,309,736)
* Indicates Party-in-interest
14
EIN 13-4922250
Plan #:002
American Express Incentive Savings Plan
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)(continued)
December 31, 2003
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST FAIR VALUE
------------------------------------------------------------- ----------------------- ----------------- -----------------
Rabobank I, 4.71%
Contract #ISP - 109501 7,915,545 12,834,418 12,834,418
Managed Synthetic GIC Wrap
Instrument for Rabobank I #ISP - 109501 -- (4,918,873) (4,918,873)
Rabobank III, 4.27% 20,031,355 25,250,717 25,250,717
Managed Synthetic GIC Wrap
Instrument for Rabobank III -- (5,219,362) (5,219,362)
RBC I, 4.54% 6,425,297 9,549,265 9,549,265
Managed Synthetic GIC Wrap
Instrument for RBC I -- (3,123,968) (3,123,968)
RBC II, 4.83% 17,876,810 23,646,613 23,646,613
Managed Synthetic GIC Wrap
Instrument for RBC II -- (5,769,803) (5,769,803)
State Street II, 4.24% 33,083,846 38,876,527 38,876,527
Managed Synthetic GIC Wrap
Instrument for State Street II -- (5,792,681) (5,792,681)
UBS III
Contract #2141, 3.74% 41,867,202 47,022,953 47,022,953
Managed Synthetic GIC Wrap
Instrument for UBS III #2141 -- (5,155,751) (5,155,751)
West LB
Contract #WLB-023, 3.53% 31,690,888 35,499,491 35,499,491
Managed Synthetic GIC Wrap
Instrument for West LB #WLB-023 -- (3,808,603) (3,808,603)
United of Omaha
Contract #12476, 1.41% 5,000,000 5,003,284 5,003,284
GIC Wrap Instrument for
United of Omaha #12476 -- (3,284) (3,284)
----------------- -----------------
388,053,876 388,053,876
----------------- -----------------
453,121,948 461,545,344
----------------- -----------------
LOANS TO PARTICIPANTS
Various, 4.00% - 13.50%, due 1/03 - 10/33 101,414,655
-----------------
$3,023,472,116
=================
* Indicates Party-in-interest
15
EIN: 13-4922250
Plan #: 002
American Express Incentive Savings Plan
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 2003
SHARES/UNIT OR
DESCRIPTION OF ASSETS FACE AMOUNT PURCHASE PRICE SELLING PRICE COST OF ASSET
---------------------------------------------------- ----------------- ---------------- --------------- -------------
CATEGORY (iii) - SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS
AET Money Market I 171,122,041 $171,122,041 $ -- $171,122,041
169,502,782 $ -- $169,502,782 $169,502,782
CURRENT VALUE OF
ASSET ON NET
DESCRIPTION OF ASSETS TRANSACTION DATE GAIN(LOSS)
---------------------------------------------------- ------------------ --------------
CATEGORY (iii) - SERIES OF TRANSACTIONS
IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS
AET Money Market I $171,122,041 $ --
$169,502,782 $ --
Note: There were no category (i), (ii) or (iv) reportable transactions during
the Plan year ended December 31, 2003.
16
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 INCENTIVE SAVINGS PLAN
By /s/ Valeria M. Christensen
--------------------------------------
Valeria M. Christensen
Delegate
Employee Benefits Administration
Committee
Date: June 24, 2004
17
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23.1 Consent of Independent Registered Public Accounting Firm.
18
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration
Statements (Form S-8, No. 2-46918, No. 2-59230, No. 33-02980 and No. 33-53801)
pertaining to the American Express Incentive Savings Plan and in the related
Prospectuses of our report dated June 23, 2004 with respect to the financial
statements and schedules of the American Express Incentive Savings Plan included
in this Annual Report on Form 11-K for the year ended December 31, 2003.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 23, 2004