-----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, D5kEl3glhjpLixHGpNlCZR55Rv0/S8Ed4CRrWQ7T0tsrWVWieuwKN/EPp2Gr5LBV VPDMFRv1LhYsx6rgsn3WfA== 0001193125-08-142288.txt : 20080627 0001193125-08-142288.hdr.sgml : 20080627 20080627112359 ACCESSION NUMBER: 0001193125-08-142288 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYETH 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: 1934 Act SEC FILE NUMBER: 001-01225 FILM NUMBER: 08921211 BUSINESS ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 BUSINESS PHONE: 9736605000 MAIL ADDRESS: STREET 1: 5 GIRALDA FARMS CITY: MADISON STATE: NJ ZIP: 07940 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 20020308 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN HOME PRODUCTS CORP DATE OF NAME CHANGE: 19920703 11-K 1 d11k.htm FORM 11-K - WYETH SAVINGS PLAN Form 11-K - Wyeth Savings Plan
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UNITED STATES

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, 2007

Commission File Number: 1-1225

WYETH SAVINGS PLAN

(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)

 

 

 


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Wyeth Human Resources, Benefits and Compensation Committee and the Wyeth Investment Committee has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

WYETH SAVINGS PLAN
By:   /s/ John C. Kelly
 

John C. Kelly

Member of the Wyeth Human Resources, Benefits and Compensation Committee and the Wyeth Investment Committee

Date: June 26, 2008


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WYETH SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

AS OF DECEMBER 31, 2007 AND 2006

AND

FOR THE YEAR ENDED DECEMBER 31, 2007

EMPLOYER IDENTIFICATION NUMBER - 13-2526821

PLAN NUMBER - 045


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WYETH SAVINGS PLAN

DECEMBER 31, 2007 AND 2006

INDEX

 

     Page

Report of Independent Registered Public Accounting Firm

  

Statements of Net Assets Available for Plan Benefits as of December 31, 2007 and 2006

   1

Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 2007

   2

Notes to Financial Statements

   3 – 15

Supplemental Schedule:*

  

Schedule H, line 4i – Schedule of Assets (Held At End of Year) December 31, 2007

   Schedule I

Exhibit 23.1 – 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.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of

Wyeth Savings Plan:

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 (“the Plan”) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the year ended December 31, 2007 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, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

PricewaterhouseCoopers LLP

Florham Park, New Jersey

June 26, 2008


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Wyeth Savings Plan

Statements of Net Assets Available for Plan Benefits

As of December 31, 2007 and 2006

 

      December 31,
     2007     2006

Assets:

    

Investments, at fair value

   $ 2,828,315,797     $ 3,018,723,999

Participant loans, at cost

     44,289,656       39,784,990
              

Total investments

     2,872,605,453       3,058,508,989
              

Receivables:

    

Employer contributions

     1,778,887       1,674,305

Participant contributions

     6,379,292       5,835,472

Accrued dividends and interest

     224,154       108,467

Due from brokers for securities sold

     —         1,127,052
              

Total receivables

     8,382,333       8,745,296
              

Total Assets

     2,880,987,786       3,067,254,285
              

Liabilities:

    

Due to broker for securities purchased

     158,424       —  

Administrative expenses payable

     187,705       65,976

Refund of excess contributions

     —         582
              

Total Liabilities

     346,129       66,558
              

Net Assets Available for Plan Benefits at fair value

     2,880,641,657       3,067,187,727

Adjustment from fair value to contract value for fully benefit responsive investment contracts

     (5,702,823 )     5,044,082
              

Net Assets Available for Plan Benefits

   $ 2,874,938,834     $ 3,072,231,809
              

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

 

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Wyeth Savings Plan

Statement of Changes in Net Assets Available for Plan Benefits

For the Year Ended December 31, 2007

 

Investment income:

  

Net appreciation in fair value of investments

   $ 9,629,844  

Interest

     36,521,971  

Dividends

     148,777,942  
        

Total investment income

     194,929,757  

Contributions:

  

Employer

     41,625,399  

Participant

     177,337,680  

Rollovers into Plan

     16,262,321  
        

Total contributions

     235,225,400  

Total additions

     430,155,157  
        

Deductions from net assets attributed to:

  

Benefits paid to participants

     626,586,915  

Administrative expenses

     861,217  
        

Total deductions

     627,448,132  
        

Decrease in net assets

     (197,292,975 )

Net Assets Available for Plan Benefits

  

Beginning of Year

     3,072,231,809  
        

End of Year

   $ 2,874,938,834  
        

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

 

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WYETH SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF PLAN

The following description of the Wyeth Savings Plan (“the Plan”) only provides general information. Participants in 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 April 1, 1985. Full-time and part-time (U.S. paid) employees of the U.S. Company and its participating U.S. subsidiaries whose employment is not subject to a collective bargaining agreement (“non-union”) are eligible to participate in the Plan after attaining age 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) and intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, (“the Code”).

Change to Trustee and Recordkeeper

Effective August 1, 2007, the Plan’s trustee changed from Fidelity Management Trust Company (“Fidelity”) to Mercer Trust Company (“Mercer”). Also on this date, the Plan’s recordkeeper changed from Fidelity Institutional Retirement Services Company to Mercer Human Resources Services (“MHRS”).

Contributions

Participants may elect to make contributions to the Plan in whole percentages up to a maximum of 50% of their covered compensation, as defined in the Plan. 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 first 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 Code, salary deferral contributions, total annual contributions, and the amount of a participant’s compensation that can be included for Plan purposes are subject to annual limitations; any excess contributions are refunded to the participant in the following year, if applicable. The Plan has automatic enrollment for new employees at 3% of covered compensation invested in a lifecycle fund, one of the Fidelity Freedom Funds, appropriate for their age. The automatic enrollment deferral increases by 1% per year until it reaches 6%, unless the participant makes an election to change contributions or opt out of the Plan within the first 30 days.

 

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Rollovers into Plan

Participants may elect to roll over their balances from qualified plans of other employers and the Wyeth Retirement Plans into the Plan.

Vesting and Separation From Service

Participants are fully vested at all times in their salary deferral contributions, after-tax contributions and rollover contributions and all earnings thereon. A participant is also fully vested in Company matching contributions if the participant has at least five years of vesting, as defined. If participants have less than five years of continuous service, such participants become vested in the Company matching contributions and all earnings thereon according to the following schedule:

 

Years of Vesting Service

   Vesting 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 vesting service, participants shall be fully vested in their Company matching contributions account upon reaching age 65 or upon death, if earlier. If an employee’s employment is terminated prior to full vesting, the non-vested portion of the Company matching contributions and all earnings thereon is forfeited and becomes available to satisfy future Company matching contributions.

Forfeited Amounts

During 2007, forfeitures of $5,476,103 were used to offset Company matching contributions. As of December 31, 2007 and 2006, the amount of forfeitures available to offset future Company matching contributions totaled $140,434 and $1,063,108, respectively.

Distributions

Participants are entitled to withdraw all or any portion of their after-tax contributions. Participants may make full or partial withdrawals of vested matching contribution and salary deferral contribution funds in any of their accounts upon attaining age 59  1/2 or for financial hardship, as defined in the Plan document. Participants are limited to one quarterly non-hardship and one hardship withdrawal each year. Participants may qualify for financial hardship withdrawals if they have an immediate and heavy financial need, as determined by the Plan Administrator.

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 accounts if the participant’s account balance is greater than $1,000.

 

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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 funds. Participants are charged for loan application and maintenance fees.

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 four 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. Investments in common/collective trusts that include benefit-responsive investment contracts are presented at fair value in the statement of net assets available for plan benefits and the amount representing the difference between fair value and contract value of these investments is presented on the face of the statement of net assets available for plan benefits. The statement of changes in net assets available for benefit plans is prepared on a contract value basis. However, contract value is the relevant measurement attribute for that portion of the net assets available for plan benefits of a defined contribution plan attributable to fully benefit responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). This interpretation, which became effective January 1, 2007, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

The Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code (see Note 8). Accordingly, the adoption of FIN 48 did not have a material impact on the Plan’s net assets available for plan benefits and changes in net assets available for plan benefits.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). This statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective for the Plan in the fiscal year 2008. The Plan is currently evaluating the statement’s impact on its financial statements.

 

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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.

Participant Accounts

Each participant account is credited with the participant’s contribution and allocation of investment earnings and Company contributions and such accounts are charged with certain investment fees, depending on investment options. Allocations are based on earnings or account balance, as defined in the Plan document.

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. Investments in mutual funds and collective trusts are recorded at fair market value, which is based upon their published net asset value. The fair value of the guaranteed investment contracts is calculated by discounting the related cash flows based on current yields of similar instruments with comparable durations. The fair value of the synthetic guaranteed investment contracts is determined by the fair value of the underlying assets. Interest bearing cash is valued at cost which approximates fair value. Participant 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.

 

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The following table presents investments:

 

     December 31,
     2007    2006

Investments at Fair Value as Determined by Reported Net Asset Value

     

Mutual Funds

   $ 1,888,249,415    $ 1,827,400,035

Collective Trust

     12,774,080      23,674,619

Investments at Estimated Fair Value

     

Investment Contracts

     557,386,475      683,540,396

Investments at Cost

     

Participant Loans

     44,289,656      39,784,990

Interest Bearing Cash

     40,951,338      47,336,315

Investments at Fair Value as Determined by Quoted Market Price

     

Common Stocks

     328,954,489      436,772,634
             

Total Investments

   $ 2,872,605,453    $ 3,058,508,989
             

Risks and Uncertainties

The Plan’s assets consist of various investments which are exposed to a number of risks, such as interest rate, market and credit risks. 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.

 

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NOTE 3 – INVESTMENT CONTRACTS

The Plan’s Interest Income Fund (“the fund”) primarily invests in two types of investment contracts including guaranteed investment contracts (“GICs”) and synthetic GICs (“Wrappers”), both issued by insurance companies and other financial institutions.

Traditional GICs are backed by the general account of the issuer. The fair values of the guaranteed investment contracts were $204,611,721 and $352,142,370 at December 31, 2007 and 2006, respectively. The fund deposits a lump sum with the issuer and receives a guaranteed interest rate for a specified time. Interest is accrued on either a simple interest or fully compounded basis and paid either periodically or at the end of the contract term. The issuer guarantees that all qualified participant withdrawals will occur at contract value (principal plus accrued interest). Traditional fixed-rate GICs in the Plan do not experience fluctuating crediting rates.

A synthetic GIC is an investment contract issued by an insurance company or bank, backed by units of commingled bond funds that are owned by the fund. These assets underlying the wrap contract are maintained separate from the contract issuer’s general assets by a third party custodian. The fair values of the underlying assets were $349,474,248 and $328,606,599 at December 31, 2007 and 2006, respectively. The wrapper contracts are obligated to provide an interest rate not less than zero. These contracts typically provide that realized and unrealized gains and losses on the underlying assets are not reflected immediately in the net assets of the fund, but rather are amortized, over the duration of the underlying investments, through adjustments to the future interest crediting rate. The issuer guarantees that all qualified participant withdrawals will occur at contract value. The fair values of the wrapper contracts were $3,300,506 and $2,791,427 at December 31, 2007 and 2006, respectively.

Primary variables impacting future crediting rates of the wrappers include:

 

   

current yield of the assets within the wrap contract

 

   

duration of the assets covered by the wrap contract

 

   

existing difference between the market value and contract value of the assets within the wrap contract.

Benefit-responsive investment contracts, including guaranteed investment contracts and wrap (synthetic) contracts are agreements with high quality banks and insurance companies which are designed to help preserve principal and provide a stable crediting rate. These contracts are fully benefit responsive and provide that plan participant initiated withdrawals, permitted under a participating plan, will be paid at contract value. In addition to certain wrap agreement termination provisions discussed below, the contracts generally provide for withdrawals associated with certain events which are not in the ordinary course of fund operations, and that the issuer determines will have a material adverse effect on the issuer’s financial interest, will be paid with a market value adjustment to the contract value amount of such withdrawal as defined in such contracts. While each contract issuer specifies the events which may trigger such a market value adjustment, typically such events include all or a portion of the following: (i) amendments to the fund documents or fund’s administration; (ii) changes to the fund’s prohibition on competing investment options by participating plans or deletion of equity wash provisions; (iii) complete or partial termination of the fund or its merger with another fund;

 

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(iv) the failure of the fund or its trust to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; (v) unless made in accordance with the withdrawal provisions of the fund, the redemption of all or a portion of the interests in the fund held by a participating plan at the direction of the participating plan sponsor, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the participating plan (such as a group layoff or early retirement incentive program), or the closing or sale of a subsidiary, employing unit or affiliate, the bankruptcy or insolvency of a plan sponsor, the merger of the plan with another plan, or the plan sponsor’s establishment of another tax qualified defined contribution plan; (vi) any change in law, regulation, ruling, administrative or judicial position or accounting requirement, in any case applicable to the fund or participating plans; and (vii) the delivery by the plan sponsor of any communication to plan participants designed to influence a participant not to invest in the fund. At this time, the fund does not believe that the occurrence of any such market value event which would limit the fund’s ability to transact at contract value with participants is probable.

Guaranteed investment contracts generally do not permit issuers to terminate the agreement prior to the scheduled maturity date. Wrap contracts generally are evergreen contracts that contain termination provisions. Wrap agreements permit the fund’s investment manager or issuer to terminate upon notice at any time at market value and provide for automatic termination of the wrap contract if the book value or the market value of the contract equals zero. The issuer is not excused from paying the excess contract value when the market value equals zero. Wrap contracts that permit the issuer to terminate at market value generally provide that the fund may elect to convert such termination to an Amortization Election as described below. In addition, if the fund defaults in its obligations under the agreement (including the issuer’s determination that the agreement constitutes a non-exempt prohibited transaction as defined under ERISA) and such default is not cured within the time permitted by any cure period, then the wrap contract may be terminated by the issuer and the fund will receive the market value as of the date of termination. Also, wrap contracts generally permit the issuer or investment manager to elect at any time to convert the wrapped portfolio to a declining duration strategy whereby the contract would terminate at a date which corresponds to the duration of the underlying fixed income portfolio on the date of the amortization election (“Amortization Election”). After the effective date of an Amortization Election, the fixed income portfolio must conform to the guidelines agreed upon by the wrap issuer and the investment manager for the Amortization Election period. Such guidelines are intended to result in contract value equaling market value of the wrapped portfolio by such termination date.

NOTE 4 – INVESTMENT ELECTIONS

Participants can elect to invest amounts credited to their account in any of twenty-five 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 1%. Transfers between funds must be made in whole percentages and/or in an amount of at least $250 and may be made on a daily basis.

The twenty-five investment options were as follows for 2007:

Interest Income Fund – consists primarily of guaranteed 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. There is one collective trust and several

 

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wrapper contracts (the purpose of the wrapper contracts is to provide market and cash flow risk protection to the Plan by maintaining the stable value of the investment and ensuring the desired targeted return) in the fund. The fund also contains a money market component within the underlying investments, for the purpose of providing liquidity for fund transfers and other participant-directed activity. The investment contracts underlying the Interest Income Fund are guaranteed by the issuing insurance carrier. 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 underlying bond portfolios of the wrapper contracts must have a blended portfolio credit rating that adheres to these guidelines. 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 interest rates attributable to these contracts approximated 5.02% and 4.79% for the years ended December 31, 2007 and 2006, respectively. The average yield interest rates credited to participants approximated 5.08% and 5.04% for the years ended December 31, 2007 and 2006, respectively.

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 that invests 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 by investing in stocks, 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 aggregate total return performance of the stocks that make up the Standard & Poor’s 500 Index.

Fidelity Low-Priced Stock Fund – consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks to provide capital appreciation by investing primarily in domestic and international small/mid capitalization equities.

 

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MSIFT Value Portfolio – Adviser Class - consists of shares in a mutual fund managed by Morgan Stanley Investments, LLP, which seeks to provide long-term growth of capital by investing in stocks of large and mid-sized companies that the investment manager believes are undervalued.

PIMCO Total Return – Administrative Class – consists of shares in a mutual fund managed by Pacific Investment Management Company that seeks to provide a high level of current income by investing in a diversified portfolio of fixed income instruments, including U.S. government, corporate, mortgage and foreign investments.

Fidelity High Income Fund – consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks to provide a high level of current income by investing primarily in income-producing debt securities, preferred stocks and convertible securities, with an emphasis on lower-quality debt securities.

Fidelity New Markets Income Fund – consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks to provide a high level of current income as well as long-term capital appreciation by investing at least 80% of its assets in debt securities of issuers in emerging or developing markets.

Oppenheimer Developing Markets Fund – Class A – consists of shares in a mutual fund managed by OppenheimerFunds that seeks to provide long-term capital appreciation by investing primarily in the common stocks of issuers in emerging or developing markets.

Fidelity Real Estate Investment Fund – consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks to provide above-average income and long-term capital growth by investing at least 80% of its assets in equity securities of companies principally engaged in the real estate industry.

Fidelity Capital Appreciation Fund – consists of shares in a mutual fund managed by Fidelity Management & Research Company that seeks to provide long-term growth of capital by investing primarily in the large capitalization growth common stocks of domestic and foreign issuers.

RS Partners Fund – consists of shares in a mutual fund managed by RS Investment Management Co LLC that seeks to provide capital appreciation by investing in the common stocks of small and midsize companies.

Fidelity Freedom Funds – consist of shares in ten mutual funds (classified as “lifecycle” funds) managed by Fidelity Management & Research Company that permit an investor to select the fund that best matches his or her expected retirement year. Each Freedom Fund is a balanced fund (i.e., providing a mix of equity and fixed income exposure) that invests in a portfolio of other Fidelity mutual funds, and each will gradually adopt a more conservative allocation as the target retirement date approaches. The ten mutual funds available to Wyeth Plan participants are Freedom 2005, Freedom 2010, Freedom 2015, Freedom 2020, Freedom 2025, Freedom 2030, Freedom 2035, Freedom 2040, Freedom 2045 and Freedom 2050.

 

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NOTE 5 – MANAGEMENT OF THE PLAN

The Plan is administered by the Wyeth Savings Plan Committee (see Note 14), which was appointed by the Board of Directors of the Company. Effective August 1, 2007, Mercer was appointed the Plan’s trustee and is a party-in-interest to the Plan. Prior to this date, Fidelity was trustee, recordkeeper and custodian and was a party-in-interest to the Plan.

NOTE 6 – DEMUTUALIZATION

Principal Financial Group (“Principal”) and Prudential Life Insurance Company (“Prudential”), custodians of terminated defined contribution plans of which Wyeth is the successor both previously operated as mutual insurance companies. A mutual insurance company is considered to be owned by policyholders whose insurance contracts embody their rights as insured and as members of the mutual insurance company. In order to enhance their financial flexibility and to improve access to capital markets, Principal and Prudential became stock companies. In accordance with IRS and Department of Labor rulings, the proceeds of the demutualization shares of Principal and Prudential are to be used for the benefit of participants and to offset a portion of the Company matching contributions. At December 31, 2007, Principal and Prudential stocks held by the Plan were valued at $1,208,693, and $273,724, respectively, and at December 31, 2006 these stocks were valued at $1,030,655 and $252,600, respectively.

NOTE 7 – PLAN AMENDMENTS

The Plan was amended in 2007 to implement automatic enrollment for new employees at 3% of covered compensation to be invested in a lifecycle fund appropriate for their age. The automatic enrollment deferral increases by 1% per year until it reaches 6%, the maximum amount matched by Wyeth, unless employees make an election to change contributions or opt out of the Plan. The Plan was also amended to increase the maximum participant contribution percentage to 50% from 16%. Also, three additional reasons that qualify for a hardship withdrawal were added; Hurricane Katrina, Disaster Relief, and funeral expenses.

The Plan was amended and restated in its entirety in 2006, including the addition of two safe-harbor hardship withdrawal provisions. A submission was sent to the Internal Revenue Service for a new determination letter on the qualified status of the Plan as required by applicable law. On February 20, 2008, the Plan received its favorable determination letter (see Note 8).

NOTE 8 – FEDERAL INCOME TAX STATUS

The Plan obtained its latest determination letter on February 20, 2008 in which the Internal Revenue Service stated that the Plan, as amended, was in compliance with the applicable requirements of the Code. The Plan administrator believes that the Plan, as currently designed, is being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been made.

 

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NOTE 9 – RELATED-PARTY TRANSACTIONS

Certain Plan investments are shares of mutual funds managed by Fidelity. From January 1, 2007 through July 31, 2007 Fidelity was the Trustee as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. As of August 1, 2007, Fidelity is no longer a related party to the Plan. Effective August 1, 2007, Mercer is the Trustee, as defined by the Plan.

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 10 – 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 and earnings amounts and are entitled to full distribution of such amounts.

NOTE 11 – INVESTMENTS

The fair market value of individual investments that represented 5% or more of the Plan’s net assets available for plan benefits as of December 31, were as follows:

 

     2007     2006

Wyeth Common Stock

   $ 327,472,072     $ 435,489,379

Fidelity Spartan U.S. Equity Index Fund

     309,846,837       348,687,290

Fidelity International Discovery Fund

     291,615,102       256,419,077

Fidelity Balanced Fund

     280,982,094       290,739,232

Fidelity Magellan Fund

     264,529,800       256,150,423

Fidelity Low-Priced Stock Fund

     211,282,679       250,007,132

Oppenheimer Developing Markets Fund – Class A

     204,314,632 *     133,689,163

 

* In 2007, this investment was more than 5% of the Plan’s total assets, but in 2006 it was less than 5%.

During 2007, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $9,629,844 as follows:

 

Mutual Funds

   $ 54,812,302  

Common Stocks

     (45,182,458 )
        

Total

   $ 9,629,844  
        

 

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NOTE 12 – RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:

 

     2007    2006  

Net Assets Available for Plan Benefits per the financial statements

   $ 2,874,938,834    $ 3,072,231,809  

Adjustment from fair value to contract value for fully benefit responsive investment contracts

     5,702,823      (5,044,082 )
               

Net Assets Available for Plan Benefits per the Form 5500

   $ 2,880,641,657    $ 3,067,187,727  
               

The following is a reconciliation of total investment income per the financial statements to the Form 5500:

 

     2007

Total investment income per the financial statements

   $ 194,929,757

Adjustment from fair value to contract value for fully benefit responsive investment contracts

     10,746,905
      

Total investment income per the Form 5500

   $ 205,676,662
      

NOTE 13 – PRISTIQ RELATED LITIGATION

Herrera, et al. v. Wyeth, et al., and No. 1:08-cv-04688-RJS (U.S.D.C., S.D.N.Y.) is a putative class action brought under the ERISA. The lawsuit, which was originally filed in federal court in New Jersey in February 2008, but which was subsequently transferred with the consent of all parties to the United States District Court for the Southern District of New York, alleges breach of fiduciary duty by the Wyeth Savings Plan Committee, the Wyeth Savings Plan-Puerto Rico Committee, the Wyeth Retirement Committee and eight current and former corporate officers and committee members for offering the Wyeth Common Stock Fund as an investment alternative in the Wyeth Savings Plan, Wyeth Union Savings Plan and the Wyeth Savings Plan-Puerto Rico. The complaint alleges that the individuals and committees permitted investment in the Common Stock Fund notwithstanding their knowledge of cardiovascular and hepatic adverse events seen in clinical trials undertaken in connection with the Company’s New Drug Application (“NDA”) for PRISTIQ for vasomotor symptoms (“VMS”), that the defendants knew or should have known that those events would likely delay or prevent approval of the PRISTIQ VMS NDA, and that defendants failed to assure disclosure of those issues in the Company’s public statements about PRISTIQ. In addition to the claims that the alleged lack of disclosure constitutes a breach of fiduciary duty under ERISA, plaintiff also alleges claims for breaches of the duties of loyalty, exclusive purpose and prudence under ERISA against each of the defendants. The Company intends to defend this case vigorously. The Plan is not currently a named defendant and no relief is being sought against the Plan.

 

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Table of Contents

NOTE 14 – SUBSEQUENT EVENT

At its April 24, 2008 meeting, the Wyeth Board of Directors approved changes to the governance structure of Wyeth’s employee benefit plans subject to ERISA. The former Human Resources and Benefits Committee is now called the Human Resources, Benefits and Compensation Committee.

The Retirement Committee was disbanded and eliminated and its investment fiduciary functions were transferred to the Investment Committee, its plan amendment authority transferred to the Human Resources, Benefits and Compensation Committee, and its administrative review functions transferred to a lower level committee to be appointed by the Human Resources, Benefits and Compensation Committee.

The Wyeth Savings Plan Committee was disbanded and eliminated by the Wyeth Board of Directors. The investment fiduciary functions were transferred to the Investment Committee and the administrative functions were transferred to the lower level committee to be appointed by the Human Resources, Benefits and Compensation Committee.

 

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Table of Contents

Schedule I

(Continued)

Wyeth Savings Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2007

Employer Identification Number – 13-2526821

Plan Number – 045

 

Identity of Issuer

  

Description of Investment

   Cost**    Current Value

Bank of America

   Synthetic GIC 5.69%       $ 135,423,444
   Wrapper Contract         1,279,113

John Hancock Mutual Life Insurance

   GIC 4.19% Due 12/15/10         10,552,260
   GIC 4.78% Due 12/15/10         10,057,617

Metropolitan Life Insurance

   GIC 6.13% Due 03/31/08         30,099,080
   GIC 4.24% Due 12/15/08         27,484,468
   GIC 4.15% Due 06/15/09         11,298,118
   GIC 4.22% Due 09/15/10         7,511,366

Monumental Life Insurance

   GIC 5.28% Due 09/15/09         4,487,530
   GIC 4.90% Due 03/15/10         14,873,614
   GIC 4.52% Due 03/15/11         19,400,648

New York Life Insurance

   GIC 3.00% Due 03/16/09         18,360,575
   GIC 5.00% Due 06/15/11         15,428,171

Principal Life Insurance

   GIC 4.09% Due 12/14/09         11,806,712

Prudential Insurance

   GIC 5.19% Due 12/15/11         14,306,230
   GIC 5.84% Due 06/15/12         8,945,332

CDC/IXIS Financial Products

   Synthetic GIC 5.46%         107,090,726
   Wrapper Contract         1,011,514

SEI Financial Management

   Collective Trust 4.02%         12,774,080

State Street Bank and Trust

   Synthetic GIC 5.16%         106,960,078
   Wrapper Contract         1,009,879

Wyeth*

   Common Stock      
   7,410,547 shares         327,472,072

The Bank of New York Mellon

   Money Market Fund      
   Interest Bearing Cash         40,951,338

Principal Financial Group

   Common Stock      
   17,558 shares         1,208,693
* Represents a party-in-interest to the Plan.
** Cost not required for participant directed investments.


Table of Contents

Schedule I

(Continued)

Wyeth Savings Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2007

Employer Identification Number – 13-2526821

Plan Number – 045

 

Identity of Issuer

  

Description of Investment

   Cost**    Current Value

Prudential Financial Inc.

   Common Stock      
   2,942 shares       273,724

Fidelity Management Trust Company

   Magellan Fund      
   2,818,044 shares       264,529,800

Fidelity Management Trust Company

   Balanced Fund      
   14,328,511 shares       280,982,094

Fidelity Management Trust Company

   International Discovery Fund      
   6,769,153 shares       291,615,102

Fidelity Management Trust Company

   Spartan U.S. Equity Index Fund      
   5,970,074 shares       309,846,837

Fidelity Management Trust Company

   Low-Priced Stock Fund      
   5,136,948 shares       211,282,679

Fidelity Management Trust Company

   Real Estate Investment Fund      
   1,325,172 shares       34,427,972

Fidelity Management Trust Company

   New Markets Income Fund      
   1,782,649 shares       26,169,283

Fidelity Management Trust Company

   Capital Appreciation Fund      
   1,932,835 shares       51,722,660

Fidelity Management Trust Company

   High Income Fund      
   1,808,007 shares       15,566,936

Fidelity Management Trust Company

   Freedom Fund 2005      
   170,400 shares       2,009,016

Fidelity Management Trust Company

   Freedom Fund 2010      
   792,590 shares       11,746,187

Fidelity Management Trust Company

   Freedom Fund 2015      
   1,051,640 shares       13,113,951

Fidelity Management Trust Company

   Freedom Fund 2020      
   766,918 shares       12,124,969
* Represents a party-in-interest to the Plan.
** Cost not required for participant directed investments.


Table of Contents

Schedule I

(Continued)

Wyeth Savings Plan

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2007

Employer Identification Number – 13-2526821

Plan Number – 04

 

Identity of Issuer

  

Description of Investment

   Cost**    Current Value

Fidelity Management Trust Company

   Freedom Fund 2025      
   1,076,090 shares         14,182,866

Fidelity Management Trust Company

   Freedom Fund 2030      
   699,087 shares         11,548,921

Fidelity Management Trust Company

   Freedom Fund 2035      
   668,234 shares         9,141,437

Fidelity Management Trust Company

   Freedom Fund 2040      
   814,507 shares         7,925,153

Fidelity Management Trust Company

   Freedom Fund 2045      
   117,552 shares         1,334,220

Fidelity Management Trust Company

   Freedom Fund 2050      
   290,190 shares         3,316,868

Morgan Stanley

   MSIFT Value Portfolio – Adviser Class      
   4,042,060 shares         64,834,638

Pacific Investment Management Company

   PIMCO Total Return      
   2,217,723 shares         23,707,458

OppenheimerFunds

   Developing Markets Fund      
   4,199,684 shares         204,314,632

RS Investment Management Co.

   RS Partners Fund      
   740,206 shares         22,805,736

Participant loans*

   Rates ranging from 5.0% to 10.5%      
   Due through 2022         44,289,656
            

Total Investments

         $ 2,872,605,453
            

 

* Represents a party-in-interest to the Plan.
** Cost not required for participant directed investments.
EX-23.1 2 dex231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

Exhibit 23.1

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, 33-14458, 33-45970, 33-50149, 333-98623), of Wyeth of our report dated June 26, 2008 relating to the financial statements and the supplemental schedule of the Wyeth Savings Plan, which appears in this Form 11-K.

 

PricewaterhouseCoopers LLP

Florham Park, New Jersey

June 26, 2008
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