-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EYffvY7xGeIhv21nq8Phq2nUkUIHb4FPLVQxpJKZpaOKORZo5cvhhOv9hFxtGXTo 6TvdalLTKUuFc7tc8V3MwQ== 0000005187-98-000009.txt : 19980629 0000005187-98-000009.hdr.sgml : 19980629 ACCESSION NUMBER: 0000005187-98-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOME PRODUCTS CORP CENTRAL INDEX KEY: 0000005187 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 132526821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-01225 FILM NUMBER: 98654864 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605835 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 11-K 1 ===================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 for the year ended December 31, 1997 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN (Full title of the Plan) AMERICAN HOME PRODUCTS CORPORATION (Name of Issuer of the securities held pursuant to the Plan) Five Giralda Farms Madison, New Jersey 07940 (Address of principal executive office) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION (Registrant) By: /s/ Paul J. Jones Paul J. Jones Vice President and Comptroller Date: June 26, 1998 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the American Home Products Corporation Savings Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN By: /s/ Thomas M . Nee Thomas M. Nee Chairman of the American Home Products Corporation Savings Plan Committee Date: June 26, 1998 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1997 AND 1996 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS EMPLOYER IDENTIFICATION NUMBER - 13-2526821 PLAN NUMBER - 045 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN DECEMBER 31, 1997 AND 1996 INDEX PAGE Report of Independent Public Accountants Statements of Net Assets Applicable to Participants' Equity as of December 31, 1997 and 1996 1 - 2 Statement of Changes in Net Assets Applicable to Participants' Equity for the Year Ended December 31, 1997 3 Notes to Financial Statements 4 - 8 Supplemental Schedules: I. Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Schedule I II. Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 Schedule II Consent of Independent Public Accountants REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants and Savings Plan Committee of the American Home Products Corporation Savings Plan: We have audited the accompanying statements of net assets applicable to participants' equity of the American Home Products Corporation Savings Plan as of December 31, 1997 and 1996, and the related statement of changes in net assets applicable to participants' equity for the year ended December 31, 1997. These financial statements and the supplemental schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 applicable to participants' equity of the American Home Products Corporation Savings Plan as of December 31, 1997 and 1996, and the changes in net assets applicable to participants' equity for the year ended December 31, 1997, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic 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. The fund information in the statements of net assets applicable to participants' equity and statement of changes in net assets applicable to participants' equity is presented for purposes of additional analysis rather than to present the net assets applicable to participants' equity and statement of changes in net assets applicable to participants' equity of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP New York, New York June 26, 1998 AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY DECEMBER 31, 1997
Fidelity Fidelity International Interest AHPC Common Magellan Fidelity Growth&Income Income Fund Stock Fund Fund Balanced Fund Fund Cash and Cash Equivalents $9,437,192 $920,606 $0 $0 $0 Investments, at Market Value 0 457,974,052 141,691,516 140,837,178 40,949,720 Group Annuity and Other Investment Contracts, at Market Value 523,956,853 0 0 0 0 Receivable from Employer 1,474,728 2,818,627 908,580 461,718 302,212 Loans to Plan Participants 0 0 0 0 0 Net Assets Applicable to Participants' Equity $534,868,773 $461,713,285 $142,600,096 $141,298,896 $41,251,932
The accompanying notes to financial statements are an integral part of this statement. (Continuation of previous page) AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMEN OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY DECEMBER 31, 1997
Fidelity Spartan U.S. Equity Fidelity Index Low-Priced MAS Value Fund Stock Fund Portfolio Loan Fund Total Funds Cash and Cash Equivalents $0 $0 $0 $0 $10,357,798 Investments, at Market Value 324,715,181 25,465,619 9,065,577 0 1,140,698,843 Group Annuity and Other Investment Contracts, at Market Value 0 0 0 0 523,956,853 Receivable from Employer 1,110,027 131,047 53,721 0 7,260,660 Loans to Plan Participants 0 0 0 40,951,439 40,951,439 Net Assets Applicable to Participants' Equity $325,825,208 $25,596,666 $9,119,298 $40,951,439 $1,723,225,593
The accompanying notes to financial statements are an integral part of this statement. AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY DECEMBER 31, 1996
Fidelity Interest AHPC Common Magellan Fidelity Income Fund Stock Fund Fund Balanced Fund Cash and Cash Equivalents $16,207,238 $3,961,960 $0 $0 Investments, at Market Value 0 367,146,541 80,661,633 112,700,481 Group Annuity and Other Investment Contracts, at Market Value 526,842,569 0 0 0 Receivable from Employer 1,550,039 1,884,720 772,297 472,789 Loans to Plan Participants 0 0 0 0 Net Assets Applicable to Participants' Equity $544,599,846 $372,993,221 $81,433,930 $113,173,270
The accompanying notes to financial statements are an integral part of this statement. (Continuation of previous page) AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY DECEMBER 31, 1996
Fidelity Fidelity International Spartan U.S. Growth&Income Equity Index Fund Fund Loan Fund Total Funds Cash and Cash Equivalents $0 $0 $0 $20,169,198 Investments, at Market Value 26,470,820 214,614,537 0 801,594,012 Group Annuity and Other Investment Contracts, at Market Value 0 0 0 526,842,569 Receivable from Employer 246,850 888,872 0 5,815,567 Loans to Plan Participants 0 0 37,843,907 37,843,907 Net Assets Applicable to Participants' Equity $26,717,670 $215,503,409 $37,843,907 $1,392,265,253
The accompanying notes to financial statements are an integral part of this statement. AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1997
Fidelity International Interest AHPC Fidelity Fidelity Growth & Income Common Magellan Balanced Income Fund Stock Fund Fund Fund Fund ADDITIONS: Participant Contributions $23,346,897 $27,118,422 $16,236,729 $8,799,224 $5,699,024 Employer Contributions 8,570,424 11,280,796 4,801,033 2,441,595 1,767,587 Dividend Income on Investments 0 9,952,239 8,268,270 16,869,053 2,454,197 Interest on Group Annuity and Other Investment Contracts and Cash Equivalents 34,316,861 273,302 0 0 0 Net (Depreciation) Appreciation on Investments (2,870) 109,308,369 15,440,181 9,369,078 (534,813) Transfer in (out) of Plan, net (5,883,575) (13,502,633) 18,377,630 (1,366,897) 5,403,464 (Note 1) Loans Originated (7,389,334) (6,420,268) (1,727,091) (1,316,681) (394,398) Total Additions 52,958,403 138,010,227 61,396,752 34,795,372 14,395,061 DEDUCTIONS: Benefits Paid to Participants (54,926,115) (21,185,862) (5,930,267) (8,508,048) (1,393,414) Loan Repayments, Including 7,058,304 5,093,472 1,389,237 1,121,187 463,885 Interest Total Deductions (47,867,811) (16,092,390) (4,541,030) (7,386,861) (929,529) Interfund Transfers (14,821,665) (33,197,773) 4,310,444 717,115 1,068,730 Net (Deductions) Additions (9,731,073) 88,720,064 61,166,166 28,125,626 14,534,262 Net Assets Applicable to Participants'Equity: Beginning of Year 544,599,846 372,993,221 81,433,930 113,173,270 26,717,670 End of Year $534,868,773 $461,713,285 $142,600,096 $141,298,896 $41,251,932
The accompanying notes to financial statements are an integral part of this statement. - -3- (Continuation of previous page) AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1997
Fidelity Fidelity Spartan U.S. Low-Priced MAS Value Equity Index Fund Stock Fund Portfolio Loan Fund Total Funds ADDITIONS: Participant Contributions $20,166,859 $902,226 $401,191 $0 $102,670,572 Employer Contributions 5,653,277 190,944 80,721 0 34,786,377 Dividend Income on Investments 6,862,206 1,106,080 869,375 0 46,381,420 Interest on Group Annuity and Other Investment Contracts and Cash Equivalents 0 0 0 0 34,590,163 Net (Depreciation) Appreciation on Investments 67,466,200 (9,869) (769,639) 0 200,266,637 Transfer in (out) of Plan, net 17,238,053 0 0 440,626 20,706,668 (Note 1) Loans Originated (2,584,965) (87,397) (37,408) 19,957,542 0 Total Additions 114,801,630 2,101,984 544,240 20,398,168 439,401,837 DEDUCTIONS: Benefits Paid to Participants (16,409,301) (189,605) (12,643) (3,041,097) (111,596,352) Loan Repayments, Including 2,161,439 81,175 35,695 (14,249,539) 3,154,855 Interest Total Deductions (14,247,862) (108,430) 23,052 (17,290,636) (108,441,497) Interfund Transfers 9,768,031 23,603,112 8,552,006 0 0 Net (Deductions) Additions 110,321,799 25,596,666 9,119,298 3,107,532 330,960,340 Net Assets Applicable to Participants'Equity: Beginning of Year 215,503,409 0 0 37,843,907 1,392,265,253 End of Year $325,825,208 $25,596,666 $9,119,298 $40,951,439 $1,723,225,593
The accompanying financial statements are an integral part of this statement. - -3- AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - PLAN DESCRIPTION The following description of the American Home Products Corporation Savings Plan (the "Plan") only provides general information. Participants of the Plan should refer to the Plan document for a more detailed and complete description of the Plan's provisions. General The Plan, a defined contribution profit-sharing plan, was approved and adopted by the Board of Directors of American Home Products Corporation ("AHP" or the "Company") and became effective on April 1, 1985. Full or part-time (U.S. paid) employees of the Company and its participating subsidiaries who are not subject to a collective bargaining agreement ("non-union") are eligible to participate in the Plan after age 21, as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code (the "Code"). AHP acquired the remaining equity interest in Genetics Institute, Inc. in December 1996. Accordingly, effective July 1, 1997, the Genetics Institute 401(k) Savings and Investment Plan (the "GI Plan") was merged into the Plan. Participants that transferred balances into the Plan became fully vested in Company contributions at the time of the merger. Future Company matching contributions will vest according to the Plan's provisions. In February 1997, the Company completed the acquisition of the worldwide animal health business of Solvay S.A. As a result, the Plan was amended to accept rollovers from the Solvay America Savings Plan. The assets attributable to the participants of the American Home Foods business were transferred out of the Plan in March 1997 as a result of the Company's sale of the majority interest in that business. Contributions Participants may elect to make contributions to the Plan in whole percentages up to a maximum of 16% of their compensation, as defined. Contributions can be made on a before-tax basis ("salary deferral contributions"), an after-tax basis ("after-tax contributions"), or a combination of both. AHP will contribute an amount equal to 50% of the participant's contributions to the Plan for contributions up to 6% of the participant's compensation. Under the Code, salary deferral contributions, total annual contributions, and the amount of compensation that can be included for Plan purposes are subject to annual limitations. -4- Vesting and Separation From Service Participants are fully vested at all times in their salary deferral and after- tax contributions. A participant is also fully vested in Company matching contributions if the participant has at least five years of continuous service, as defined. If participants have less than five years of continuous service, such participants become vested in the matching contribution according to the following schedule: Vesting Years of Continuous Service Percentage 1 year completed 0% 2 years completed 25% 3 years completed 50% 4 years completed 75% 5 years completed 100% Regardless of the number of years of continuous service, participants shall be fully vested in their matching contribution account upon reaching their 65th birthday or upon death, if earlier. The non-vested portion of the matching contribution is forfeited and becomes available to satisfy future Company matching contributions, if employment is terminated prior to full vesting. As of December 31, 1997, the amount of forfeitures available to offset future Company contributions totaled $459,590. Distributions Participants are entitled to withdraw all or any portion of their after-tax contribution account. Participants may make full or partial withdrawals of funds in any of their accounts upon attaining age 59 1/2 or for financial hardship, as defined in the Plan, before that age. Participants may qualify for financial hardship withdrawals if they have an immediate and heavy financial need, as determined by the AHP Savings Plan Committee (the "Committee"). Participants are limited to one hardship and one non-hardship withdrawal each year. Participants cannot make a hardship withdrawal of the earnings on before- tax account balances which were credited to their accounts on or after January 1, 1988. Upon termination of employment, participants are entitled to a lump sum distribution of their vested account balance. An election can be made to defer the distribution if the participant's account balance is greater than $3,500 and the participant is less than 70 1/2 years of age. Loans Employees who have a vested account balance of at least $2,000 may borrow from the vested portion of their account, subject to certain maximum amounts. Participants in the Plan may borrow up to 50% of their vested account balances. Each loan is secured by the borrower's vested interest in their account balance. Participants may have outstanding up to two general purpose loans and one loan to acquire or construct a principal residence. All loans must be repaid within 5 -5- years except for those used to acquire or construct a principal residence, which must be repaid within 15 years. Defaults on participants' loans during the year are treated as withdrawals and are fully taxable to the participants. The interest rate charged will be one which provides a return commensurate with a market rate, or such other rate as permitted by government regulations. Amendments to the Plan The Plan was amended in 1997 to allow two new investment options and effect certain other administrative changes. The Plan was also amended in 1997 in connection with the GI Plan transfer of assets and liabilities to the Plan, in order to protect the benefits and rights attributable to the transferred participants. In addition, the Plan was amended to accept rollovers from the Solvay America Savings Plan and to provide service credit for Solvay employees for vesting purposes. NOTE 2 - ACCOUNTING POLICIES Investment Valuation AHP's common stock is recorded at fair market value at December 31. Shares in the Fidelity Funds and the MAS Value Portfolio are recorded at fair market value, which is based on their published net asset value at December 31. The contracts comprising the Interest Income Fund are recorded at contract value based upon information provided by the Fidelity Management Trust Company (the "Trustee") which approximates market value. Investment transactions are recorded on a trade date basis. Net realized gains and losses on investments are determined, for accounting purposes, on a moving weighted average basis as of the trade date and are included in net appreciation (depreciation) on investments in the accompanying financial statements. The net change in the difference between cost and current market value of investments held is reflected in net appreciation (depreciation) on investments in the Statement of Changes in Net Assets Applicable To Participants' Equity. Administrative Costs All costs and expenses of administering the Plan are paid by AHP. Receivable from Employer The receivable from the employer at December 31, 1997 and 1996 represents employer and employee contributions and loan repayments withheld from employees but not remitted to the Trustee until after the Plan's year-end. Use of Estimates The preparation of the Plan's financial statements in conformity with -6- generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results may differ from these estimates. NOTE 3 - INVESTMENT ELECTIONS Participants can elect to invest amounts credited to their account in any of eight investment funds. Investment elections must be made in multiples of 10%. Transfers between funds must be made in whole percentages and/or in an amount of at least $250. The eight investment options are as follows: Interest Income Fund - consists primarily of contracts issued by life insurance companies which pay a specified rate of interest for a fixed period of time and repay principal at maturity. The fund and its contracts are not guaranteed by the Company or any other institution. However, the Committee has established guidelines that provide that contracts be placed with companies rated Aa3 or higher by Moody's and AA - or higher by Standard & Poors. The interest rate payable to Plan participants in this fund will be a rate which reflects a blend of the total investments made by the fund. The average blended interest rate attributable to these contracts approximated 6.60% for 1997. AHPC Common Stock Fund - consists primarily of AHP common stock. Purchases and sales of AHP common stock are made in the open market. Participants have full voting rights for equivalent shares purchased at their direction under the Plan. Fidelity Magellan Fund - consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks long-term capital appreciation by actively managing investments in the stocks of companies with above average growth potential. Fidelity Balanced Fund - consists of shares in a mutual fund managed by Fidelity Management & Research Company which is invested in high yielding securities, including common stocks, preferred stocks and bonds with at least 25% of the fund's assets in fixed income senior securities. Fidelity International Growth & Income Fund - consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks long-term growth and current income by investing in assets, of which at least 65% are in securities of issuers that have their principal business activities outside of the United States. Fidelity Spartan U.S. Equity Index Fund - consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks to provide investment results that correspond to the total return performance of the companies that make up the Standard & Poor's 500 Index. -7- Fidelity Low-Priced Stock Fund - consists of shares in a mutual fund managed by Fidelity Management & Research Company, that invests primarily in undervalued domestic and international small capitalization equities. MAS Value Portfolio - consists of shares in a mutual fund managed by Miller Anderson & Sherrerd which seeks long-term returns by investing in stocks of large and mid-sized companies considered undervalued. NOTE 4 - MANAGEMENT OF THE PLAN The Plan is administered by the Committee, which was appointed by the Board of Directors of AHP. Fidelity Management Trust Company was appointed by the Committee as Trustee and recordkeeper. NOTE 5 - FEDERAL INCOME TAX STATUS The Plan obtained its latest determination letter on November 29, 1995, in which the Internal Revenue Service stated that the Plan, as amended effective December 22, 1994, was in compliance with the applicable requirements of the Code. The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan, as currently designed, is being operated in compliance with the applicable requirements of the Code. NOTE 6 - PLAN TERMINATION Although it has not expressed any intention 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 Company contribution accounts and are entitled to full distribution of such amounts. NOTE 7 - SUBSEQUENT EVENT In connection with the sale of the Sherwood-Davis & Geck medical devices business effective February 27, 1998, the assets attributable to participants from the medical devices business were transferred out of the Plan in March 1998. NOTE 8 - INVESTMENTS The fair market value of individual investments that represent 5% or more of the Plan's total net assets are as follows: 1997 1996 AHPC Common Stock, 5,987,343 and 6,262,368 shares, respectively $457,974,052 $367,146,541 Fidelity Magellan Fund 141,691,516 80,661,633 Fidelity Balanced Fund 140,837,178 112,700,481 Fidelity Spartan U.S. Equity Index Fund 324,715,181 214,614,537 -8- SCHEDULE I American Home Products Corporation Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes As of December 31, 1997 Employer Identification Number - 13-2526821 Plan Number - 045
COST/ IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT CONTRACT VALUE CURRENT VALUE GROUP ANNUITY AND INVESTMENT CONTRACTS: Allstate Life Insurance GIC 6.30% Due 9/15/00 $5,748,096 $5,748,096 GIC 6.75% Due 3/15/02 27,489,171 27,489,171 American International Life GIC 7.02% Due 7/01/99 4,553,279 4,553,279 GIC 5.53% Maturing through 12/15/98 30,603,028 30,603,028 John Hancock Mutual LIfe Insurance GIC 6.97% Due 7/01/98 5,572,993 5,572,993 GIC 7.25% Maturing through 7/01/99 11,115,614 11,115,614 GIC 5.80% Due 12/15/00 34,089,345 34,089,345 GIC 7.05% Due 9/28/01 21,249,684 21,249,684 Metropolitan Life Insurance GIC 5.71% Due 3/02/98 9,257,642 9,257,642 GIC 6.38% Maturing through 6/15/00 23,279,514 23,279,514 GIC 7.00% Due 12/15/02 20,398,843 20,398,843 New York Life Insurance GIC 7.47% Maturing through 9/15/99 53,893,177 53,893,177 GIC 6.00% Due 12/29/98 11,355,001 11,355,001 Pacific Mutual Life Insurance GIC 6.06% Due 6/30/01 13,404,069 13,404,069 GIC 7.05% Due 6/15/02 10,788,239 10,788,239 GIC 6.73% Due 9/15/02 26,315,091 26,315,091 Peoples Security Life Insurance GIC 7.80% Due 3/15/98 12,787,716 12,787,716 GIC 8.15% Maturing through 10/1/99 25,161,420 25,161,420 GIC 6.10% Maturing through 9/15/01 13,419,053 13,419,053 GIC 6.74% Due 6/15/00 23,604,873 23,604,873 Principal Mutual Life Insurance GIC 5.65% Maturing through 12/31/02 27,607,742 27,607,742 GIC 6.40% Maturing through 12/15/01 45,947,131 45,947,131
(SCHEDULE I - CONTINUED) American Home Products Corporation Savings Plan Item 27a - Schedule of Assets Held for Investment Purposes As of December 31, 1997 Employer Identification Number - 13-2526821 Plan Number - 045
COST/ IDENTITY OF ISSUER: DESCRIPTION OF INVESTMENT CONTRACT VALUE CURRENT VALUE GROUP ANNUNITY AND INVESTMENT CONTRACTS (CONTINUED): Prudential Insurance Company of America GIC 7.80% Due 3/15/98 $19,177,628 $19,177,628 GIC 7.07% Maturing through 12/30/98 11,182,545 11,182,545 Security Life of Denver GIC 7.05% Due 6/15/02 15,597,900 15,597,900 Transamerica Life and Annuity GIC 6.24 % Maturing through 9/15/00 20,358,059 20,358,059 Total Group Annuity and Other Investment Contracts $523,956,853 $523,956,853 * American Home Products Corp. Common Stock 5,987,343 shares $298,938,589 $457,974,052 MUTUAL FUNDS: *Fidelity Management Trust Company Magellan Fund 1,487,263 shares $127,276,942 $141,691,516 *Fidelity Management Trust Company Balanced Fund 9,223,129 shares $128,740,426 $140,837,178 *Fidelity Management Trust Company International Growth & Income Fund 2,078,666 shares $40,700,304 $40,949,720 *Fidelity Management Trust Company Spartan U.S. Equity Index Fund 9,282,881 shares $232,730,183 $324,715,181 *Fidelity Management Trust Company Low-Priced Stock 1,013,355 shares $25,516,214 $25,465,619 Miller, Anderson & Sherrerd MAS Value Portfolio 507,023 shares $9,880,348 $9,065,577 LOANS RECEIVABLE: Loans to Plan Participants Rates ranging from 6.5% to 11.5% Due through 2014 $40,951,439 $40,951,439
* Represents a party-in-interest to the Plan. The accompanying notes to financial statements are an integral part of this schedule. SCHEDULE II AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1997 EMPLOYER IDENTIFICATION NUMBER - 13-2526821 PLAN NUMBER - 045
(F) EXPENSES INCURRED (A&B) IDENTITY OF PARTY AND (C) PURCHASE (D) SELLING (E) LEASE WITH DESCRIPTION OF ASSET PRICE PRICE RENTALS TRANSACTION AHPC COMMON STOCK 254 PURCHASES $230,225,388 $0 $0 $0 254 SALES 0 261,121,385 0 0 FIDELITY INSTITUTIONAL MONEY MARKET FUND 218 PURCHASES $315,447,583 $0 $0 $0 233 SALES 0 317,226,121 0 0 FIDELITY MAGELLAN FUND 253 PURCHASES $78,785,580 $0 $0 $0 251 SALES 0 3,322,024 0 0 FIDELITY SPARTAN U.S. EQUITY INDEX FUND 253 PURCHASES $115,334,992 $0 $0 $0 251 SALES 0 72,723,296 0 0
(A) REPORTABLE TRANSACTIONS ARE THOSE PURCHASES AND SALES OF THE SAME SECURITY WHICH, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED 5% OF THE TOTAL PLAN NET ASSETS AS OF THE BEGINNING OF THE PLAN YEAR. The accompanying notes to financial statements are an integral part of this schedule. (Continuation of previous page) SCHEDULE II AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS (A) FOR THE YEAR ENDED DECEMBER 31, 1997 EMPLOYER IDENTIFICATION NUMBER - 13-2526821 PLAN NUMBER - 045
(H) CURRENT VALUE OF ASSET ON (A&B) IDENTITY OF PARTY AND (G) COST OF TRANSACTION (I) NET GAIN DESCRIPTION OF ASSET ASSET DATE (LOSS) AHPC COMMON STOCK 254 PURCHASES $230,225,388 $230,225,388 $0 254 SALES 208,016,242 261,121,385 53,105,143 FIDELITY INSTITUTIONAL MONEY MARKET FUND 218 PURCHASES $315,447,583 $315,447,583 $0 233 SALES 317,226,121 317,226,121 0 FIDELITY MAGELLAN FUND 253 PURCHASES $78,785,580 $78,785,580 $0 251 SALES 812,916 3,322,024 2,509,108 FIDELITY SPARTAN U.S. EQUITY INDEX FUND 253 PURCHASES $115,334,992 $115,334,992 $0 251 SALES 58,760,378 72,723,296 13,962,918
(A) REPORTABLE TRANSACTIONS ARE THOSE PURCHASES AND SALES OF THE SAME SECURITY WHICH, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED 5% OF THE TOTAL PLAN NET ASSETS AS OF THE BEGINNING OF THE PLAN YEAR. The accompanying notes to financial statements are an integral part of this schedule. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into the American Home Products Corporation previously filed Form S-3 Registration Statements Nos. 33-45324 and 33-57339 and Form S-8 Registration Statements Nos. 2-96127, 33-24068, 33-53733, 33-41434, 33- 55449, 33-45970, 33-14458, 33-50149, 33-55456 and 333-15509. ARTHUR ANDERSEN LLP New York, New York June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----