11-K 1 wyeth_pr-svgsplan.htm P.R. SAVINGS PLAN

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, 2004

WYETH SAVINGS PLAN — PUERTO RICO
(Full title of the Plan)


Wyeth
(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.


                         Wyeth   
                     (Registrant)

 


By: /s/ Paul J. Jones
——————————————
Paul J. Jones
Vice President and Controller



Date: June 27, 2005


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Wyeth Savings Plan – Puerto Rico Committee has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.


WYETH SAVINGS – PLAN PUERTO RICO   
 


By: /s/ Jack M. O'Connor
——————————————
Jack M. O'Connor
Member of the Wyeth
Savings Plan Committee

Date: June 27, 2005


WYETH SAVINGS PLAN — PUERTO RICO

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

AS OF DECEMBER 31, 2004 and 2003

AND

FOR THE YEAR ENDED DECEMBER 31, 2004















EMPLOYER IDENTIFICATION NUMBER — 13-2526821

PLAN NUMBER – 060


WYETH SAVINGS PLAN — PUERTO RICO

DECEMBER 31, 2004 and 2003

INDEX

  Page      
Report of Independent Registered Public Accounting Firm

Statements of Net Assets Available for Plan Benefits
as of December 31, 2004 and 2003 1

Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2004 2

Notes to Financial Statements
3 – 9

Supplemental Schedule:*

          Schedule H, line 4i - Schedule of Assets (Held at End of Year)
         as of December 31, 2004 Schedule I

Consent of Independent Registered Public Accounting Firm
 

*   Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and
     Regulations for Reporting and Disclosure under ERISA have been omitted because they are not
     applicable.
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of
Wyeth Savings Plan – Puerto Rico:

In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of Wyeth Savings Plan- Puerto Rico (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has 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.

PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 27, 2005


Wyeth Savings Plan — Puerto Rico
Statements of Net Assets Available for Plan Benefits
As of December 31, 2004 and 2003

December 31,
2004
2003
Assets:      
       Investments, at fair value  $66,308,129   $57,848,927  
       Participants Loans  7,757,645   6,988,789  


Total investments  74,065,774   64,837,716  


       Receivables: 
           Employer contributions  156,095   116,627  
           Participant contributions  473,878   350,893  
           Accrued interest  1,447   4,575  


Total receivables  631,420   472,095  


Total Assets  74,697,194   65,309,811  


Liabilities: 
      Administrative fees payable  1,419   --  
      Refund of excess contributions  299,001   --  


Total Liabilities  300,420   --  


Net Assets Available for Plan Benefits  $74,396,774   $65,309,811  





          The accompanying notes to financial statements are an integral part of these statements.






— 1 —


Wyeth Savings Plan — Puerto Rico
Statement of Changes in Net Assets Available for Plan Benefits
As of December 31, 2004 and 2003

Investment Income:    
   Net appreciation in fair value     
    of investments  $1,968,991  
   Interest  1,472,670  
   Dividends  902,881  

       Total investment income  4,344,542  


Contributions:
 
   Employer  2,738,346  
   Participant  9,446,062  

       Total contributions  12,184,408  


          Total additions
  16,528,950  



Deductions from net assets attributed to:
 
   Benefits paid to participants  7,425,990  
   Administrative fees  15,997  

          Total deductions  7,441,987  


          Net increase
  9,086,963  


Net Assets Available for Plan Benefits:
 
   Beginning of Year  65,309,811  


   End of Year
  $74,396,774  




          The accompanying notes to financial statements are an integral part of these statements.






— 2 —


WYETH SAVINGS PLAN — PUERTO RICO
NOTES TO FINANCIAL STATEMENTS

NOTE 1 –DESCRIPTION OF PLAN

The following description of the Wyeth Savings Plan — Puerto Rico (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 Wyeth (the “Company”) and became effective on January 1, 1993. Full-time employees of the Company and its participating subsidiaries who reside in Puerto Rico and are not subject to a collective bargaining agreement (“non-union”) are eligible to participate in the Plan after attaining age 21, as defined in the Plan. Part-time employees to be eligible must complete at least 1,000 hours during the first 12 months of employment or during any calendar year following the year in which they are hired. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and the Puerto Rico Internal Revenue Code (the “PR Code”).

Contributions

Participants may elect to make contributions to the Plan in whole percentages up to a maximum of 16% of their covered 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. The Company will contribute an amount equal to 50% of the participant’s contributions to the Plan for contributions up to 6% of the participant’s covered compensation. Participants direct the investment of their contributions and Company contributions into various investment options offered by the Plan. Under the PR Code, total annual salary deferral contributions that can be included for Plan purposes are subject to annual limitations, any excess contributions are refunded to participants in the following year, if applicable.

Vesting and Separation From Service

Participants are fully vested at all times in their salary deferral contributions and after-tax contributions plus earnings thereon. 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 their Company matching contributions according to the following schedule:

— 3 —





  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 Company matching contributions account upon reaching age 65 or upon death, if earlier. If employment is terminated prior to full vesting, the non-vested portion of the Company matching contributions is forfeited and becomes available to satisfy future Company matching contributions.

Forfeited Amounts

During 2004, forfeitures of $124,378 were used to offset Company matching contributions. As of December 31, 2004 and 2003, the amount of forfeitures available to offset future Company matching contributions totaled $59,093 and $28,252, respectively.

Distributions

Participants are entitled to withdraw all or any portion of their after-tax contributions. Participants may make full or partial withdrawals of funds in any of their accounts upon attaining age 59 ½ or for financial hardship, as defined in the Plan Document, before that age. Participants may qualify for hardship withdrawals if they have an immediate and heavy financial need, as determined by the Wyeth Savings Plan Committee — Puerto Rico (the “Committee”). Participants are limited to one non-hardship and one hardship withdrawal each year. Participants may make hardship withdrawals provided they have no other funds that are readily available to meet that need.

Upon termination of employment, participants are entitled to a lump-sum distribution of their vested account balance. Participants can elect to defer the distribution of their account if the participant’s account balance is greater than $5,000 and if the participant is less than 70 ½ years of age.

Administrative Costs

Most costs and expenses of administering the Plan are paid by the Company except for certain investment expenses, which are deducted from the applicable investment fund.

— 4 —


Participant Loans

Participants 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 of up to $50,000. 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 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 on loans provides a return commensurate with a market rate, or such other rate as permitted by government regulations as of the date of the loan agreement.

NOTE 2 – SUMMARY OF ACCOUNTING POLICIES

Basis of Accounting

The accompanying financial statements are prepared on the accrual basis of accounting.

Contributions

Contributions from the employer are accrued based upon amounts required to be funded under the provisions of the Plan. Contributions from employees are accrued when deducted from payroll.

Payment of Benefits

Benefits are recorded when paid.

Investment Valuation and Income Recognition

Investments in stock are valued based on quoted market value as of the last business day of the year. Mutual funds are recorded at fair market value, which is based upon their published net asset value. Investment contracts are recorded at contract value based upon information provided by Fidelity Management Trust Company (“Fidelity”) which approximates fair market value. Interest bearing cash is valued at cost.

Loans are valued at cost which does not differ materially from fair market value.

Net appreciation (depreciation) in the fair value of investments consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Purchases and sales are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded as earned on the accrual basis.

— 5 —


The following table presents investments:

  December 31,
  2004 2003

Investments at Fair Value as Determined by
     
   Net Asset Value  

   Mutual Funds
  $21,759,649   $17,920,915  
   Interest Bearing Cash  1,166,902   1,308,837  

Investments at Contract Value
 

   Investment Contracts
  25,531,939   20,092,934  
   Participants Loans  7,757,645   6,988,789  

Investments at Fair Value as Determined by
 
   Quoted Market Price  

   Common Stock
  17,849,639   18,526,241  



  Total Investments
  $74,065,774   $64,837,716  


Risks and Uncertainties

The Plan’s assets consist of various investments which are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

Use of Estimates

The preparation of the Plan’s financial statements in conformity with generally accepted accounting principles requires the Plan administrator to make estimates and assumptions that affect the reported amounts in net assets available for plan benefits at the date of the financial statements and the changes in net assets available for plan benefits during the reporting period and, when applicable, disclosures of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

— 6 —


NOTE 3 – INVESTMENT ELECTIONS

Participants can elect to invest amounts credited to their account in any of eight investment funds offered by the Plan and transfer amounts between these funds at any time during the year. 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 were as follows for 2004 and 2003:

  Interest Income Fund — consists primarily of investment 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 also contains a money market/STIF component within the underlying investments, for the purpose of providing liquidity for fund transfers and other participant-directed activity. The investment contracts are guaranteed by the issuing insurance carrier. However, the Committee has established guidelines that provide that investment contracts be placed with companies rated Aa3 or higher by Moody’s and AA- or higher by Standard & Poor’s. 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 yield and crediting interest rate attributable to these contracts approximated 4.83% for 2004 and 5.08% for 2003.

  Wyeth Common Stock Fund — consists primarily of Company common stock and a money market component for purposes of providing liquidity. Purchases and sales of Wyeth 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 that the investment manager believes possess above average growth potential.

  Fidelity Balanced Fund — consists of shares in a mutual fund managed by Fidelity Management & Research Company, which is invested primarily in income-producing securities, including common stocks, preferred stocks and bonds, with at least 25% of the fund’s assets in fixed income senior securities.

  Fidelity International Discovery 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 stocks of 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 domestic and international small/mid capitalization equities.

  MSIFT Value Portfolio – Adviser Class — consists of shares in a mutual fund managed by Morgan Stanley Investments, LLP. which seeks long-term returns by investing in stocks of large and mid-sized companies.

NOTE 4 – MANAGEMENT OF THE PLAN

The Plan is administered by the Committee, which was appointed by the Board of Directors of the Company. Banco Popular de Puerto Rico is the Plan’s trustee. Fidelity Management Trust Company was appointed by the Committee as recordkeeper and custodian, and is a party-in-interest to the Plan.

NOTE 5 – RELATED-PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the recordkeeper and custodian as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions.

The Plan also invests in shares of the Company. The Company is the Plan sponsor and, therefore, these transactions qualify as party-in-interest transactions.

NOTE 6 – PLAN AMENDMENTS

The Plan was amended in 2004 to adopt a 36-month limit period for Plan participants to file lawsuits.

NOTE 7 – INCOME TAX STATUS

Puerto Rico

The Plan is designed to be a qualified profit-sharing plan under Section 165(a) of the Puerto Rico Income Tax Act of 1954 (the “Act”) and the trust established under the Plan is intended to be tax-exempt under Section 165(a) of the Act. The Company has obtained from the Puerto Rico Treasury Department a favorable determination letter dated December 20, 1993 stating that the Plan is in compliance with the Act. It has also received verification dated April 2, 1998 from the Puerto Rico Treasury Department stating that all plan amendments through January 1, 1996 will not effect the favorable determination previously issued on December 20, 1993. The Plan has been amended since receiving the determination letter and subsequent notification. However, the Plan administrator believes that the Plan and the trust continue to meet the requirements of the Act.

— 8 —


Federal Income Tax Status

The Plan does not constitute a qualified profit-sharing plan under the provisions of Section 401(a) of the Internal Revenue Code (the “Code”) and the “cash and deferred arrangement” incorporated in the Plan is not intended to qualify under Section 401(k) of the Code. Pursuant to Section 1022(i)(1) of ERISA, however, the trust established thereunder is exempt from Federal income tax under Section 501(a) of the Code. An individual who is a bona fide resident of Puerto Rico during the entire taxable year will not be subject to any Federal income tax on income derived from sources within Puerto Rico.

NOTE 8 – PLAN TERMINATION

Although it has not expressed any intention to do so, the Company reserves 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 amounts and are entitled to full distribution of such amounts.

NOTE 9 – INVESTMENTS

The fair market value of individual investments that represent 5% or more of the Plan’s total net assets are as follows:

  2004 2003

Wyeth Common Stock
  $17,849,639   $18,526,241  

Fidelity Spartan U.S. Equity Index Fund
  7,644,227   6,678,157  

Fidelity Balanced Fund
  6,153,744   5,162,662  

Fidelity Magellan Fund
  4,136,101   3,593,420  

Monumental Life Insurance GIC 4.95% Due 6/15/05
  --   3,310,480  

During 2004, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $1,968,991 as follows:

Wyeth Common Stock   $268,287  
Mutual Funds  1,700,704  

Total  $1,968,991  


NOTE 10 – RECLASSIFICATIONS

Certain reclassifications have been made to the December 31, 2003 financial statements to conform to the December 31, 2004 presentation.

— 9 —


  Schedule I

Wyeth Savings Plan — Puerto Rico
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
As of December 31, 2004
Employer Identification Number — 13-2526821
Plan Number — 045

Identity of Issuer Description of Investment Cost** Current Value
       
John Hancock Mutual Life Insurance
                                   

Metropolitan Life Insurance
                                   
                                   
                                   

Monumental Life Insurance
                                   
                                   

New York Life Insurance

Principal Life Insurance
                                   

Travelers Insurance


Wyeth*
                                   

Fidelity Management Trust Company*
                                   
GIC 5.42% Due 6/15/07
GIC 5.03% Due 6/15/10

GIC 4.60% Due 12/15/05
GIC 6.10% Due 12/15/05
GIC 4.24% Due 6/16/08
GIC 4.33% Due 12/15/10

GIC 4.95% Due 6/15/06
GIC 4.68% Due 6/15/09
GIC 4.11% Due 12/15/09

GIC 3.54% Due 6/15/09

GIC 4.01% Due 12/14/07
GIC 3.70% Due 12/14/08

GIC 6.51% Due 12/15/06


Common Stock
419,104 shares

Fidelity STIF
Interest Bearing Cash
 
       

 
 
 
 

 
 
 

 

 
 

 


 
 

 
 
$2,934,866
 1,540,676

 1,096,275
 1,352,072
 2,214,270
 3,005,580

 2,316,232
 1,547,589
 1,460,129

 2,256,096

 1,625,343
 1,474,679

 2,708,132


 
17,849,639


 1,166,902


          *   Represents a Party-in-interest to the Plan.
        **Cost not required for participant directed investments.

  Schedule I
(Continued)

Wyeth Savings Plan — Puerto Rico
Schedule H, line 4i — Schedule of Assets (Held at End of Year)
As of December 31, 2004
Employer Identification Number — 13-2526821
Plan Number — 045

Identity of Issuer Description of Investment Cost** Current Value
       
Fidelity Management Trust Company*
                                  

Fidelity Management Trust Company*
                                  

Fidelity Management Trust Company*
                                  

Fidelity Management Trust Company*
                                  

Fidelity Management Trust Company*
                                  

Morgan Stanley Investments, LLP.
                                  

Participants Loans*
                                  
                                  


Total Investments
                                  
Magellan Fund
39,851 shares

Balanced Fund
345,328 shares

International Discovery Fund
51,079 shares

Spartan U.S. Equity Index Fund
178,353 shares

Low-Priced Stock Fund
46,765 shares

MSIFT Value Portfolio - Adviser Class
28,109 shares

Rates ranging from 5.0% to 10.5%
Due through 2017
                                      


                                      
                                      
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 


 
 
      
     4,136,101

      
     6,153,744

      
     1,440,425

      
     7,644,227

      
     1,882,276

      
       502,876

      
     7,757,645
——————       


   $74,065,774
——————
——————


  *   Represents a Party-in-interest to the Plan.
**Cost not required for participant directed investments.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-96127, 33-24068, 33-41434, 33-53733, 33-55449, 33-45970, 33-14458, 33-50149, 33-55456, 333-15509, 333-76939, 333-67008, 333-64154, 333-59668, 333-89318, 333-98619 and 333-98623) of Wyeth of our report dated June 27, 2005 relating to the financial statements of the Wyeth Savings Plan – Puerto Rico, which appears in this Form 11-K.

PricewaterhouseCoopers LLP
Florham Park, New Jersey

June 27, 2005