UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31,
2002
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, 2002 AND 2001
INDEX
Report of Independent Auditors 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits as of
December 31, 2002 and 2001 2
Statement of Changes in Net Assets Available for Benefits for the years ended:
December 31, 2002 3
December 31, 2001 4
Notes to the Financial Statements 5
SUPPLEMENTAL SCHEDULES
Schedule H, Line 4i - Schedule of Assets "Held at End of Year" 12
Schedule H, Line 4j - Schedule of Reportable Transactions 16
Signature 17
Exhibit Index 18
EXHIBITS
Exhibit 23.1 - Consent of Independent Auditors
Exhibit 99.1 - Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of
2002
REPORT OF INDEPENDENT AUDITORS
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 (the "Plan") as of December 31,
2002 and 2001, 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 auditing standards generally accepted
in the United States of America. 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 as of
December 31, 2002 and 2001, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.
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, 2002, 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 25, 2003
1
American Express Incentive Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2002 December 31, 2001
------------------ -----------------
ASSETS
Investments $2,451,704,141 $2,745,093,175
Cash 2,534,650 2,663,462
Receivables:
Investment income 58,069,358 34,404,633
Employer Contributions-
Other than Profit Sharing 18,587,813 -
Profit Sharing 51,514,033 -
-----------------------------------------
Total Assets 2,582,409,995 2,782,161,270
-----------------------------------------
-----------------------------------------
Net assets available for benefits $2,582,409,995 $2,782,161,270
=========================================
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, 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:
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 (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 (out) in 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.
3
American Express Incentive Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2001
Participant- Nonparticipant-
Directed Directed Total
------------------- ------------------ ------------------
Contributions:
Employer -
Other than Profit Sharing $ 50,226,017 $ 21,419,930 $ 71,645,947
Profit Sharing - - -
Employee 145,956,531 - 145,956,531
Member rollovers or transfers 10,506,001 - 10,506,001
------------------- ------------------ ------------------
Total Contributions 206,688,549 21,419,930 228,108,479
Investment Income:
Interest and dividends 41,475,069 2,684,766 44,159,835
Interest on participant loans 9,932,352 - 9,932,352
Net realized/unrealized depreciation (530,154,188) (160,879,709) (691,033,897)
------------------- ------------------ ------------------
Total Investment Income (478,746,767) (158,194,943) (636,941,710)
------------------- ------------------ ------------------
Total Contributions and
Investment Income (272,058,218) (136,775,013) (408,833,231)
Withdrawal payments (160,238,426) (18,020,948) (178,259,374)
Net transfers between
acccounts (out) in 2,730,789 (2,730,789) -
Transfers from predecessor trustees 8,683,263 - 8,683,263
------------------- ------------------ ------------------
Net decrease in net assets
available for benefits (420,882,592) (157,526,750) (578,409,342)
Net assets available for
benefits at beginning of year 2,892,943,404 467,627,208 3,360,570,612
------------------- ------------------ ------------------
Net assets available for
benefits at end of year $2,472,060,812 $ 310,100,458 $2,782,161,270
=================== ================== ==================
See notes to the financial statements.
4
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2002
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
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, stock transfer taxes and other charges, are generally paid by the
Plan. Fees, commissions and other charges attributable to the Plan as a whole
are paid by the Plan, unless paid by the Company. The participant pays certain
fees and expenses of the Self-Directed Brokerage Account (SDA).
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.
In 2001, assets approximating $5.8 million for participants formerly employed by
American Express One, and $2.8 million for participants formerly employed by
Lifeco Services Corporation were merged into the Plan.
5
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2002
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 $11,000 for employees under age 50 and
$12,000 for employees over age 50 for 2002 and $10,500 for all employees in
2001.
The Plan complied with nondiscrimination requirements under the Code for
2002 and 2001. Accordingly, the Plan permitted Before-Tax Contributions up
to $11,000 ($12,000 for those over age 50) in 2002 and $10,500 for 2001, for
participants who earned at least $90,000 and $85,000 in the prior year,
respectively.
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
3.00% and 0.00% of base salary in 2002 and 2001, 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 2002 and $170,000 in 2001, 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, 2002
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 $4,704,837 in
2002 and $6,442,921 in 2001.
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, 2002
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 percent 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-Directed Brokerage Account (SDA). The SDA has a minimum
initial transfer of $3,000 and additional increments of at least $500. Future
contributions cannot be made directly to the SDA.
8
American Express Incentive Savings Plan
Notes to the Financial Statements
December 31, 2002
INVESTMENT FUNDS
A brief description of the investment funds at December 31, 2002 is set forth
below:
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 5.30% and 5.96%, for 2002 and 2001, 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)Bond
Fund, AXP(R) International Fund, AXP(R) Mutual Fund, AXP(R) New Dimensions Fund,
AXP(R) Stock Fund, AXP(R) 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. 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-DIRECTED BROKERAGE ACCOUNT (MUTUAL FUNDS ONLY) - The Self-Directed
Brokerage Account (SDA) 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, 2002, the fair value of investment contracts was estimated to be
$433,504,018. 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, 2002
At December 31, 2002 and 2001, 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
--------------------------------------------------------------------------------------------
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.
2001
COMMON SHARES
American Express Company - 8,688,721 $121,549,404 $310,100,457
Nonparticipant-Directed
American Express Company - 17,451,828 336,706,386 622,855,737
Participant-Directed
MUTUAL FUNDS
AXP(R)New Dimensions 26,241,977 $671,597,795 $645,027,804
Fund, Inc.
AXP(R)Stock Fund, Inc. 8,518,733 203,780,001 163,133,746
4. INCOME TAX STATUS
The Internal Revenue Service issued a favorable letter of determination on
May 28, 1996, to the effect that the Plan is qualified and that the Trust
established under the Plan is tax-exempt in conformity with the Tax Reform
Act of 1986 and certain subsequent tax acts. The Company filed with the IRS
on February 26, 2002, an application for determination on behalf of the Plan
to confirm that the Plan, as amended and restated, continues its tax-qualified
status. The Company also filed with the IRS on November 4, 2002, an
application for determination to confirm the Plan continues its tax-qualified
status with an application for determination of an Employee Stock Ownership
Plan (ESOP). To maintain its qualified status, the Plan is required to
operate in conformity with the code requirements. The Company believes
the Plan is being operated in compliance with applicable requirements of the
Code and, therefore, believes that the Plan, is qualified and the related
trust is tax exempt.
10
SUPPLEMENTAL SCHEDULES
11
EIN 13-4922250
Plan #:002
American Express Incentive Savings Plan
Schedule H, Line 4i - Schedule of Assets "Held at End of Year"
December 31, 2002
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. * 24,455,178 $ 653,075,370 $ 471,251,273
AXP(R)Bond Fund, Inc. * 19,547,592 93,809,214 94,219,396
AXP(R)Mutual Fund, Inc.* 6,964,848 84,564,277 54,186,520
AXP(R)Stock Fund, Inc. * 8,099,461 190,225,448 119,386,055
AXP(R)Global Balance Fund, Inc. * 908,977 4,135,201 3,781,343
AXP(R)International Fund, Inc. * 9,836,261 48,101,030 48,689,490
AXP(R)Equity Select Fund, Inc. * 8,263,728 88,160,444 80,819,253
------------------ -------------------
1,162,070,984 872,333,330
------------------ -------------------
COLLECTIVE INVESTMENT FUNDS -
American Express Trust Horizon Short-Term Fund * 354,831 6,269,127 6,248,228
American Express Trust Horizon Medium-Term Fund * 1,600,844 33,157,282 32,015,284
American Express Trust Horizon Long-Term Fund * 681,861 14,780,895 12,787,630
American Express Trust Small Cap Equity Index I Fund * 3,017,040 32,898,359 28,598,522
American Express Trust Equity Index III Fund * 926,309 23,554,578 21,383,849
------------------ -------------------
110,660,241 101,033,513
------------------ -------------------
AMERICAN EXPRESS COMPANY STOCK FUND -
American Express Trust Money Market Fund I * 19,554,656 19,554,656 19,554,656
American Express Company Common Shares * 24,365,149 447,422,828 861,308,017
------------------ -------------------
466,977,484 880,862,673
------------------ -------------------
SELF-DIRECTED BROKERAGE ACCOUNT 44,418,585 35,148,727
------------------ -------------------
* Indicates Party-in-interest
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, 2002
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 * 19,280,028 19,280,028 19,280,028
American Express Trust Income Fund I * 1,023,042 54,159,807 62,442,384
INVESTMENT CONTRACTS
AIG Financial I
Contract #148433, 5.42% 17,691,276 22,630,359 22,630,359
Managed Synthetic GIC Wrap
Instrument for AIG Financial I #148433 -- (4,939,083) (4,939,083)
AIG Financial II
Contract #160270, 6.51% 9,946,816 14,564,953 14,564,953
Managed Synthetic GIC Wrap
Instrument for AIG Financial II #160270 -- (4,618,138) (4,618,138)
Allstate II, 5.74% 19,226,810 24,282,069 24,282,069
Managed Synthetic GIC Wrap
Instrument for Allstate II -- (5,055,260) (5,055,260)
Allstate I, 6.17% 7,952,334 10,835,181 10,835,181
Managed Synthetic GIC Wrap
Instrument for Allstate I -- (2,882,847) (2,882,847)
Bank of America
Contract #97002-A, 5.12% 20,507,633 24,047,822 24,047,822
Managed Synthetic GIC Wrap
Instrument for Bank of America #97002-A -- (3,540,189) (3,540,189)
Bank of America II, 5.23% 7,774,991 11,001,786 11,001,786
Managed Synthetic GIC Wrap
Instrument for Bank of America II -- (3,226,795) (3,226,795)
CDC I
Contract #1025-01, 4.74% 8,396,664 10,472,540 10,472,540
Managed Synthetic GIC Wrap
Instrument for CDC I #1025-01 -- (2,075,876) (2,075,876)
* 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"
December 31, 2002
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST FAIR VALUE
------------------------------------------------------------ ----------------------- ------------------ -------------------
AMERICAN EXPRESS ISP INCOME FUND - CONTINUED
INVESTMENT CONTRACTS - CONTINUED
CDC II, 6.1% 25,026,713 31,706,357 31,706,357
Managed Synthetic GIC Wrap
Instrument for CDC II -- (6,679,643) (6,679,643)
JP Morgan/Chase I, 7.36% 39,156,350 52,634,346 52,634,346
Managed Synthetic GIC Wrap
Instrument for JP Morgan/Chase I -- (13,477,996) (13,477,996)
Monumental Life II
Contract #ADA00281TR, 4.53% 13,788,440 12,180,680 12,180,680
Managed Synthetic GIC Wrap
Instrument for Monumental Life II #ADA00281TR -- 1,607,760 1,607,760
Monumental Life V, 5% 22,791,618 16,151,589 16,151,589
Managed Synthetic GIC Wrap
Instrument for Monumental Life V -- 6,640,030 6,640,030
Pacific Life, 3.79% 25,454,603 16,151,589 16,151,589
Managed Synthetic GIC Wrap
Instrument for Pacific Life -- 9,303,014 9,303,014
Rabobank I, 6.28% 9,963,042 14,547,586 14,547,586
Managed Synthetic GIC Wrap
Instrument for Rabobank I -- (4,584,544) (4,584,544)
Rabobank III, 5.04% 22,278,255 26,893,997 26,893,997
Managed Synthetic GIC Wrap
Instrument for Rabobank III -- (4,615,743) (4,615,743)
State Street I, 4.63% 9,400,600 10,707,305 10,707,305
Managed Synthetic GIC Wrap
Instrument for State Street I -- (1,306,705) (1,306,705)
State Street II, 5.8% 28,137,810 32,818,909 32,818,909
Managed Synthetic GIC Wrap
Instrument for State Street II -- (4,681,099) (4,681,099)
* 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"
December 31, 2002
NUMBER OF SHARES /
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY UNITS OR FACE AMOUNT COST FAIR VALUE
------------------------------------------------------------ ----------------------- ------------------ -------------------
AMERICAN EXPRESS ISP INCOME FUND - CONTINUED
INVESTMENT CONTRACTS - CONTINUED
UBS I
Contract #2137, 5.15% 19,755,095 24,205,649 24,205,649
Managed Synthetic GIC Wrap
Instrument for UBS I #2137 -- (4,450,553) (4,450,553)
UBS III
Contract #2141, 5.64% 24,655,922 27,581,372 27,581,372
Managed Synthetic GIC Wrap
Instrument for UBS III #2141 -- (2,925,450) (2,925,450)
West LB
Contract #WLB-023, 5% 32,174,051 35,169,082 35,169,082
Managed Synthetic GIC Wrap
Instrument for West LB #WLB-023 -- (2,995,031) (2,995,031)
SEC Life Denver
Contract #433, 1.53% 10,000,000 10,004,993 10,004,993
GIC Wrap Instrument for
SEC Life Denver #433 -- (4,993) (4,993)
United of Omaha
Contract #12476, 1.59% 5,000,000 4,915,852 4,915,852
GIC Wrap Instrument for
United of Omaha #12476 -- 84,148 84,148
------------------ -------------------
379,079,023 379,079,023
------------------ -------------------
452,518,858 460,801,435
------------------ -------------------
LOANS TO PARTICIPANTS
Various, 4.00% - 13.50%, due 4/02 - 9/32 101,524,463
-------------------
$2,451,704,141
===================
* 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, 2002
SHARES/UNIT OR
DESCRIPTION OF ASSETS FACE AMOUNT PURCHASE PRICE SELLING PRICE
--------------------------------------------------------- ----------------- ------------------ -----------------
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS
AET Money Market I * 191,106,434 $191,106,434 --
CURRENT VALUE OF
ASSET ON NET
DESCRIPTION OF ASSETS COST OF ASSET TRANSACTION DATE GAIN(LOSS)
--------------------------------------------------------- ------------------ ------------------ --------------
CATEGORY (iii) - SERIES OF TRANSACTIONS IN EXCESS OF 5% OF THE FAIR VALUE OF PLAN ASSETS
AET Money Market I *
$191,106,434 $191,106,434 --
* Indicates party-in-interest
Note: There were no category (i), (ii) or (iv) reportable transactions during
the Plan year ended December 31, 2002.
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 Christensen
--------------------------------------
Valeria Christensen
Delegate
Employee Benefits Administration
Committee
Date: June 27, 2003
17
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
23.1 Consent of Independent Auditors
99.1 Certification Pursuant to 18 U.S.C Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
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 25, 2003 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, 2002.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
June 25, 2003
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 11-K of the American Express
Incentive Savings Plan (the "Plan") for the fiscal year ended December 31, 2002,
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"), each of the undersigned, as a member of the Employee Benefits
Administration Committee of American Express Company, the Administrator of the
Plan, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Plan.
/s/ Arleane S. Baltrusitis
------------------------------
Name: Arleane S. Baltrusitis
Date: June 27, 2003
/s/ Paul Connolly
------------------------------
Name: Paul Connolly
Date: June 27, 2003
/s/ Richard Miller
------------------------------
Name: Richard Miller
Date: June 27, 2003
The foregoing certification is being furnished solely pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, and is not being "filed" as part of the Form 11-K or as a
separate disclosure document for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liability under that section. This certification shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act except to the extent that this Exhibit 99.1 is
expressly and specifically incorporated by reference in any such filing.
A signed original of this written statement required by Section 906 has
been provided to the Plan and will be retained by the Plan and furnished
to the Securities and Exchange Commission or its staff upon request.