8-K/AFinancial EventsExhibits & Filings

AMERICAN EXPRESS CO 8-K/A Report, Auditor Change (Dec 9, 2004)

Filed December 9, 2004For Securities:AXP

Summary

This Form 8-K/A filing from American Express Co. (AXP) concerns an amendment to a previous filing, clarifying a change in the independent registered public accountants for the American Express Incentive Savings Plan. The Audit Committee of the Board of Directors has dismissed Ernst & Young LLP (E&Y) as auditors for the fiscal year ending December 31, 2005, and approved the future engagement of PricewaterhouseCoopers LLP (PWC). This decision followed a thorough review process as mandated by the Audit Committee's charter, which requires a review of the audit firm at least every ten years. Importantly, the amendment emphasizes that E&Y was dismissed and did not resign or decline to stand for re-election. The filing confirms that there were no disagreements with E&Y on any accounting principles, practices, disclosures, or auditing procedures during the past two fiscal years and up to the reporting date that would have caused E&Y to issue a modified report. E&Y will continue to serve as auditors for the Plan's financial statements for the year ending December 31, 2004. An exhibit contains a letter from E&Y to the SEC confirming their agreement with these statements.

Key Highlights

  • 1American Express Incentive Savings Plan is changing its independent auditors for the fiscal year 2005.
  • 2Ernst & Young LLP (E&Y) has been dismissed as the auditor for the 2005 fiscal year.
  • 3PricewaterhouseCoopers LLP (PWC) has been approved for future engagement as the auditor for the 2005 fiscal year.
  • 4The dismissal of E&Y was a decision by the Audit Committee as part of a required decennial review process.
  • 5The filing explicitly states that E&Y was dismissed and did not resign or decline to stand for re-election.
  • 6There were no disagreements with E&Y on accounting matters or auditing procedures during recent fiscal years.
  • 7E&Y will continue to audit the Plan's financial statements for the fiscal year ending December 31, 2004.

Frequently Asked Questions

The Audit Committee of American Express's Board of Directors initiated a review of its independent audit firm as part of its charter, which requires a detailed review at least every ten years. This process led to the decision to seek new auditors for the 2005 fiscal year.

The filing clarifies that Ernst & Young LLP was 'dismissed' by the Audit Committee for the 2005 fiscal year. They did not resign or decline to stand for re-election. Ernst & Young will continue their audit for the 2004 fiscal year.

No, the filing states there were no disagreements with Ernst & Young on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure during the past two fiscal years and up to November 22, 2004. Their reports for the fiscal years ended December 31, 2002, and 2003, did not contain adverse opinions or disclaimers.

PricewaterhouseCoopers LLP (PWC) has been approved by the Audit Committee for future engagement as the independent registered public accountants for the American Express Incentive Savings Plan for the fiscal year ending December 31, 2005.