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, 2004
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, 2004 AND 2003
INDEX
Report of Independent Registered Public Accounting Firm 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of
December 31, 2004 and 2003 2
Statements of Changes in Net Assets Available for
Benefits for the years ended:
December 31, 2004 3
December 31, 2003 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 4i - Schedule of Assets (Acquired and
Disposed of Within the Plan Year) 16
Schedule H, Line 4j - Schedule of Reportable Transactions 17
Signature 18
Exhibit Index 19
EXHIBIT
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
The Employee Benefits 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, 2004
and 2003, 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. We were not engaged to
perform an audit of the Plan's internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances
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. An audit also 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.
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, 2004 and 2003, 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 at end of year) as of December 31, 2004, and assets (acquired
and disposed of within the plan year) 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.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 6, 2005
1
American Express Incentive Savings Plan
Statements of Net Assets Available for Benefits
DECEMBER 31, 2004 DECEMBER 31, 2003
------------------------- --------------------------
ASSETS
Investments $3,350,018,888 $3,023,472,116
Cash 2,776,504 10,114,839
Receivables:
Investment income 76,024,209 68,123,705
Employer Contributions-
Other than profit sharing 18,945,857 18,707,453
Profit sharing 75,321,611 62,533,842
------------------------- --------------------------
Total Assets 3,523,087,069 3,182,951,955
------------------------- --------------------------
------------------------- --------------------------
Net assets available for benefits $3,523,087,069 $3,182,951,955
========================= ==========================
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, 2004
PARTICIPANT- NONPARTICIPANT-
DIRECTED DIRECTED TOTAL
------------------------- ----------------------- ------------------------
Contributions:
Employer -
Other than profit sharing $ 50,978,817 $ 19,411,424 $ 70,390,241
Profit sharing 75,352,278 - 75,352,278
Employee 142,974,992 - 142,974,992
Member rollovers or transfers 6,579,159 - 6,579,159
------------------------- ----------------------- ------------------------
Total Contributions 275,885,246 19,411,424 295,296,670
------------------------- ----------------------- ------------------------
Investment Income:
Interest and dividends 51,929,822 3,204,060 55,133,882
Interest on participant loans 5,005,812 - 5,005,812
Net realized/unrealized appreciation 202,804,393 60,769,054 263,573,447
------------------------- ----------------------- ------------------------
Total Investment Income 259,740,027 63,973,114 323,713,141
------------------------- ----------------------- ------------------------
Total Contributions and
Investment Income 535,625,273 83,384,538 619,009,811
Withdrawal payments (249,967,431) (28,907,266) (278,874,697)
Net transfers between
acccounts in (out) 14,120,546 (14,120,546) -
------------------------- ----------------------- ------------------------
Net increase in net assets
available for benefits 299,778,388 40,356,726 340,135,114
Net assets available for
benefits at beginning of year 2,802,254,684 380,697,271 3,182,951,955
------------------------- ----------------------- ------------------------
Net assets available for
benefits at end of year $3,102,033,072 $ 421,053,997 $3,523,087,069
========================= ======================= ========================
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, 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.
4
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2004
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").
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 $13,000 for employees under age 50 and
$16,000 for employees over age 50 for 2004, which limits also applied to
participants who earned at least $90,000 in the year prior to 2004. For
2003, the limit was $12,000 for employees under age 50 and $14,000 for
employees over age 50, which limits also applied to participants who earned
at least $90,000 in the year prior to 2003. The Plan complied with
nondiscrimination requirements under the Code for 2004 and 2003.
5
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.
Effective January 1, 2005, the Plan provides that certain employees within
the Company's U.S. Business Travel, Global Business Travel and Global
Commercial Card, who are less than age 40 on December 31, 2004, or who
have less than five years of service on December 31, 2004, regardless of
age, instead receive Company Matching Contributions based upon 50% of the
first 3% of base salary.
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 (or
be disabled under the terms of the Plan) 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 4.25% and 3.75% of base
salary in 2004 and 2003, 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 day 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 $205,000 and $200,000 in 2004 and 2003, respectively, before
tax deductions and certain other withholdings. Base salary does not include
bonuses, overtime, commissions and certain other amounts.
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"), could not be transferred from the
American Express Company Stock Fund prior to August 2, 2004 until the
participant had attained age 55. Effective August 2, 2004, participants may
transfer the Company Stock Contributions and the SOP Transfer Account to the
Plan's available investment funds.
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.
6
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 $3,714,495 in
2004 and $4,098,113 in 2003.
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, shares of any AXP mutual fund,
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 participants' 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.
7
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 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, 2004 is set
forth below:
AMERICAN EXPRESS COMPANY STOCK FUND - Is considered to be an Employee 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 4.10% and 3.87% for 2004 and 2003, respectively. The weighted average
crediting rates on investment contracts was 4.10% and 3.87% at December 31, 2004
and 2003, respectively. AETC acts as investment manager for the ISP Income
Fund. The fund also invests in the American Express Trust Stable Capital Fund
(which invests primarily in a diversified pool of high quality bonds together
with book value contracts of varying maturity, sizes and yields) and the
American Express Trust Money Market Fund I (which invests primarily in
short-term debt instruments). The goal of these funds is to maximize current
income consistent with the preservation of principal.
8
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 AEFC and distributed by American Express Financial Advisors Inc.,
a wholly-owned subsidiary of AEFC. Morgan Stanley Institutional Fund
International Equity Portfolio (Class A) is managed by Morgan Stanley Dean
Witter Asset Management.
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 AETC.
SELF-MANAGED BROKERAGE ACCOUNT (MUTUAL FUNDS ONLY) - 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 to make choices and investment selections of their own
design.
At December 31, 2004, the fair value of investment contracts was estimated
to be $463,459,056. 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.
During 2004 and 2003, the Plan's investments (including investments
purchased, sold, as well as held during the year) appreciated in fair value as
follows:
YEAR ENDED DECEMBER 31,
2004 2003
--------------------- -----------------------
Net realized and unrealized appreciation in fair value of
investments:
Mutual funds $ 48,795,481 $198,817,817
Collective investment funds 30,667,095 36,415,646
American Express Company Stock Fund 182,171,222 304,919,981
American Express ISP Income Fund 1,939,649 2,569,688
--------------------- -----------------------
$263,573,447 $542,723,132
===================== =======================
9
At December 31, 2004 and 2003, 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
------------------------------------------- ---------------------- ------------------------ ---------------------
2004
Common Shares
American Express Company - 7,469,469 $125,823,022 $421,053,994
Nonparticipant-Directed
American Express Company - 14,199,682 $316,980,383 $800,436,048
Participant-Directed
Mutual Funds
AXP(R)New Dimensions 22,624,332 $609,544,840 $548,187,556
Fund, Inc.
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.
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 ("IRS") 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. Subsequent to this determination by the IRS, the Plan was
amended. 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, as amended, is qualified and the related trust
is tax-exempt and the Plan satisfies the requirements of 4975(e)(7).
10
6. SUBSEQUENT EVENT
On February 1, 2005, the Company announced plans to pursue a tax-free
spin-off of the common stock of AEFC through a special dividend to American
Express common shareholders. The final transaction, which is subject to certain
conditions including receipt of a favorable tax ruling and/or opinion, necessary
regulatory approvals and approval by the Company's Board of Directors, is
expected to close in the third quarter of 2005.
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, 2004
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST CURRENT VALUE
-------------------------------------------------------------- ----------------------- ------------------- ------------------
MUTUAL FUNDS -
AXP(R) New Dimensions Fund, Inc. * 22,624,332 $ 609,544,840 $ 548,187,556
AXP(R) Diversified Bond Fund, Inc. * 20,518,926 98,758,398 100,337,547
AXP(R) Mutual Fund, Inc.* 5,617,238 64,388,782 54,824,243
AXP(R) Stock Fund, Inc. * 8,154,252 165,451,324 157,621,684
AXP(R) Threadneedle Global Balanced Fund, Inc. * 3,016,655 14,929,556 16,923,432
AXP(R) Equity Select Fund, Inc. * 10,583,880 111,254,975 139,813,047
MSIF International Equity (Class A) 6,097,871 114,543,716 127,994,311
------------------- ------------------
1,178,871,591 1,145,701,820
------------------- ------------------
COLLECTIVE INVESTMENT FUNDS -
American Express Trust Horizon Short-Term Fund * 473,443 8,945,484 9,579,174
American Express Trust Horizon Medium-Term Fund * 3,677,444 80,364,417 91,755,909
American Express Trust Horizon Long-Term Fund * 1,541,565 33,691,476 40,109,967
American Express Trust Small Cap Equity Index I Fund * 5,795,897 72,258,450 94,774,515
American Express Trust Equity Index III Fund * 2,284,221 62,792,614 75,084,612
------------------- ------------------
258,052,441 311,304,177
------------------- ------------------
AMERICAN EXPRESS COMPANY STOCK FUND -
American Express Trust Money Market Fund I * 28,342,510 28,342,510 28,342,510
American Express Company Common Shares * 21,669,151 442,803,405 1,221,490,042
------------------- ------------------
471,145,915 1,249,832,552
------------------- ------------------
SELF-MANAGED BROKERAGE ACCOUNT 78,070,012 87,039,118
------------------- ------------------
* Indicates Party-in-interest
13
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST CURRENT VALUE
--------------------------------------------------------------- ---------------------- ------------------- ----------------
AMERICAN EXPRESS ISP INCOME FUND -
American Express Trust Money Market Fund I * 12,714,693 12,714,693 12,714,693
American Express Trust Stable Capital Fund * 2,696,803 51,926,935 52,951,720
Investment Contracts:
AIG Financial II
Contract #327774, 3.91% 45,182,579 52,555,702 52,555,702
Managed Synthetic GIC Wrap
Instrument for AIG Financial II #327774 -- (7,373,123) (7,373,123)
Bank of America I
Contract #01-132, 3.77% 41,551,117 47,637,636 47,637,636
Managed Synthetic GIC Wrap
Instrument for Bank of America #01-132 -- (6,086,519) (6,086,519)
CDC II
Contract #1025-06, 4.25% 28,907,774 37,379,884 37,379,884
Managed Synthetic GIC Wrap
Instrument for CDC II #1025-06 -- (8,472,110) (8,472,110)
JP Morgan/Chase I
Contract #A1SP01, 4.78% 31,495,346 47,120,556 47,120,556
Managed Synthetic GIC Wrap
Instrument for JP Morgan/Chase I #A1SP01 -- (15,625,210) (15,625,210)
Met Life
Contract #28972, 3.71% 29,940,888 34,481,493 34,481,493
Managed Synthetic GIC Wrap
Instrument for Met Life #28972 -- (4,540,605) (4,540,605)
Monumental Life II
Contract #MDA00633TR, 4.46% 11,638,440 14,928,744 14,928,744
Managed Synthetic GIC Wrap
Instrument for Monumental Life II #MDA00633TR -- (3,290,304) (3,290,304)
Monumental Life V
Contract #MDA00375TR, 3.87% 18,868,728 22,937,132 22,937,132
Managed Synthetic GIC Wrap
Instrument for Monumental Life V #MDA00375TR -- (4,068,404) (4,068,404)
* Indicates Party-in-interest
14
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST CURRENT VALUE
-------------------------------------------------------------- ----------------------- ------------------- ------------------
Pacific Life
Contract #G-26755-00, 3.90% 41,775,781 43,982,394 43,982,394
Managed Synthetic GIC Wrap
Instrument for Pacific Life #G-26755-00 -- (2,206,613) (2,206,613)
Rabobank I
Contract #060101, 4.22% 30,565,365 36,999,306 36,999,306
Managed Synthetic GIC Wrap
Instrument for Rabobank I #060101 -- (6,433,941) (6,433,941)
RBC I
Contract #20903, 4.13% 13,975,297 17,492,050 17,492,050
Managed Synthetic GIC Wrap
Instrument for RBC I #20903 -- (3,516,753) (3,516,753)
RBC II
Contract #10903, 4.97% 17,876,810 24,602,618 24,602,618
Managed Synthetic GIC Wrap
Instrument for RBC II #10903 -- (6,725,808) (6,725,808)
State Street II
Contract #101063, 4.17% 31,183,846 37,779,289 37,779,289
Managed Synthetic GIC Wrap
Instrument for State Street II #101063 -- (6,595,443) (6,595,443)
UBS III
Contract #4227, 3.94% 39,467,202 45,562,253 45,562,253
Managed Synthetic GIC Wrap
Instrument for UBS III #4227 -- (6,095,051) (6,095,051)
------------------- -----------------
382,429,173 382,429,173
------------------- -----------------
447,070,801 448,095,586
------------------- -----------------
LOANS TO PARTICIPANTS *
Various, 4.00% - 13.50%, due 12/03 - 10/33 108,045,635
-----------------
$ 3,350,018,888
=================
* Indicates Party-in-interest
15
EIN 13-4922250
Plan #: 002
American Express Incentive Savings Plan
Schedule H, Line 4i - Schedule of Assets
(Acquired and Disposed of Within the Plan Year)
December 31, 2004
NUMBER OF SHARES / COSTS OF PROCEEDS OF
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT ACQUISITIONS DISPOSITIONS
-------------------------------------------------------------- ----------------------- ------------------- ------------------
INVESTMENT CONTRACTS -
RBC I, 4.13% 450,000 $ 450,000 $ 450,000
Rabobank I, 4.22% 1,850,000 $ 1,850,000 $ 1,850,000
Bank of America I, 3.77% 1,900,000 $ 1,900,000 $ 1,900,000
16
EIN: 13-4922250
Plan #: 002
American Express Incentive Savings Plan
Schedule H, Line 4j - Schedule of Reportable Transactions
Year Ended December 31, 2004
SHARES/UNIT OR
DESCRIPTION OF ASSETS FACE AMOUNT PURCHASE PRICE SELLING PRICE COST OF ASSET NET GAIN (LOSS)
------------------------------------ ----------------- --------------- --------------- --------------- ---------------
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS
AET Money Market I 244,599,734 $244,599,734 $ -- $244,599,734 $ --
247,195,839 $ -- $247,195,839 $247,195,839 $ --
AXP(R)New Dimensions Fund, Inc. 2,618,928 $61,652,478 $ -- $61,652,478 $ --
4,184,525 $ -- $98,758,615 $115,975,597 ($17,216,982)
American Express Stock Pooled
Account 993,805 $73,443,878 $ -- $73,443,878 $ --
1,928,762 $ -- $144,666,363 $150,710,689 ($6,044,326)
Note: There were no category (i), (ii) or (iv) reportable transactions during
the plan year ended December 31, 2004.
17
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 16, 2005
18
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
23.1 Consent of Independent Registered Public Accounting Firm