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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, 2001
AMERICAN HOME PRODUCTS CORPORATION 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
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 Comptroller
Date: June 28, 2002
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/ Jack M. O'Connor
-------------------------------------
Jack M. O'Connor
Member of the American Home
Products Corporation Savings
Plan Committee
Date: June 28, 2002
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2001 AND 2000
TOGETHER WITH THE REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 045
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
DECEMBER 31, 2001 AND 2000
INDEX
Page
----
Report of Independent Public Accountants - PricewaterhouseCoopers LLP
Report of Independent Public Accountants - Arthur Andersen LLP
Statements of Net Assets Available for Plan Benefits
as of December 31, 2001 and 2000 1
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2001 2
Notes to Financial Statements 3 - 8
Supplemental Schedule:*
Item 4i - Schedule of Assets (Held at End of Year)
as of December 31, 2001 Schedule I
Consent of Independent Public Accountants
* 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 PUBLIC ACCOUNTANTS
----------------------------------------
To the Participants and Administrator of
American Home Products Corporation Savings Plan:
In our opinion, the accompanying statement 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
benefits of American Home Products Corporation Savings Plan (the "Plan") at
December 31, 2001, and the changes in net assets available for benefits for the
year then ended 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 audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which 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
audit provides a reasonable basis for our opinion.
Our audit was 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 audit 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 28, 2002
THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN
- --------------------------------------------------------------------------------
LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP
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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, 2000 and 1999, and the related statement of changes in net
assets applicable to participants' equity for the year ended December 31, 2000.
These financial statements and the supplemental schedule referred to below are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the 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. 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, 2000 and
1999, and the changes in its net assets applicable to participants' equity for
the year ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes 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. 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.
ARTHUR ANDERSEN LLP
New York, New York
June 5, 2001
American Home Products Corporation Savings Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 2001 and 2000
December 31,
2001 2000
-------------- --------------
Assets:
Investments, at fair value $2,048,266,624 $2,076,223,888
Loans to participants 32,008,419 31,697,046
Receivables:
Employer contribution 1,508,635 1,276,810
Participant contribution 4,974,066 4,243,569
Due from brokers for securities sold 2,518,653 15,203,211
-------------- --------------
Total receivables 9,001,354 20,723,590
-------------- --------------
Cash and cash equivalents 81,978,996 18,025,990
-------------- --------------
Net Assets Available for Plan Benefits $2,171,255,393 $2,146,670,514
============== ==============
The accompanying notes to financial statements are an integral part of these
statements.
-1-
American Home Products Corporation Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits
For The Year Ended December 31, 2001
Additions to net assets attributed to:
Investment Loss:
Net depreciation in fair value
of investments ($96,992,218)
Interest 37,142,188
Dividends 26,928,258
------------
Total investment loss (32,921,772)
Contributions:
Employer 36,799,898
Participant 128,912,008
--------------
Total contributions 165,711,906
--------------
Rollovers into Plan 10,720,431
--------------
Total additions 143,510,565
--------------
Deductions from net assets attributed to:
Benefits paid to participants 118,462,116
Transfers out of Plan 463,570
--------------
Total deductions 118,925,686
--------------
Net additions 24,584,879
Net Assets Available for Plan Benefits
Beginning of Year 2,146,670,514
--------------
End of Year $2,171,255,393
==============
The accompanying notes to financial statements are an integral part of this
statement.
-2-
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 profit sharing contribution plan, was approved and adopted
by the Board of Directors of American Home Products Corporation ("AHPC" or the
"Company") and became effective on April 1, 1985. Effective March 11, 2002, the
Company changed its name to Wyeth. Full-time (U.S. paid) employees of the U.S.
Company and its participating U.S. subsidiaries who 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 (U.S. paid)
employees additionally 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 qualified under the
Internal Revenue Code (the "Code").
In connection with the sale of Cyanamid Agricultural Products on June 30, 2000,
the assets attributable to active participants from this business were primarily
transferred out of the Plan in 2000. There were additional transfers out in 2001
totaling $463,570.
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
Code, salary deferral contributions, total annual contributions, and the amount
of compensation that can be included for Plan purposes are subject to annual
limitations.
-3-
Rollovers into Plan
- -------------------
Participants may elect to rollover their balances into the Plan from qualified
plans of other employers, upon consent of the Plan administrator.
Vesting and Separation From Service
- -----------------------------------
Participants are fully vested at all times in their salary deferral, after-tax
contributions and rollovers plus actual 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 the Company
matching contributions 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 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. During 2001,
forfeitures of $2,158,404 were used to offset Company matching contributions. As
of December 31, 2001 and 2000, the amount of forfeitures available to offset
future Company matching contributions totaled $47,385 and $493,553,
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 1/2 or for financial hardship, as
defined in the Plan Document. Participants may qualify for financial hardship
withdrawals if they have an immediate and heavy financial need, as determined by
the AHPC Savings Plan Committee ("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 defer the
distribution of their accounts if the participant's account balance is greater
than $5,000.
-4-
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.
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 - 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.
Benefits
- --------
Benefits are recorded when paid.
Investment Valuation
- --------------------
The AHPC Common Stock Fund is recorded at fair market value. Shares in the
Fidelity Funds and the MSIF Trust Value Portfolio are recorded at fair market
value, which is based on their published net asset value. The investment
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 fair market value (see also NOTE 3).
Investment transactions are recorded on a trade date basis.
Administrative Costs
- --------------------
All costs and expenses of administering the Plan are paid by the Company.
-5-
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 statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits.
Use of Estimates
- ----------------
The financial statements have been prepared in accordance with accounting
principles generally accepted in the United States and necessarily include
amounts based on judgements and estimates made by management. Actual results
could differ from those estimates.
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 are as follows for 2001 and 2000:
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. There are also
several collective trusts in the fund. The fund and its investment
contracts are guaranteed by the issuing insurance carrier, but not by the
Company. 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 interest rate
attributable to these contracts approximated 6.48% for 2001 and 6.62% for
2000.
AHPC Common Stock Fund - consists primarily of Company common stock.
Purchases and sales of AHPC 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.
-6-
Fidelity Balanced Fund - consists of shares in a mutual fund managed by
Fidelity Management & Research Company that invests 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 stocks of companies 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 invests primarily
in domestic and international small capitalization equities.
MSIF Trust Value Portfolio - consists of shares in a mutual fund managed
by Morgan Stanley 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. Fidelity Management Trust Company was appointed by the
Committee as Trustee, recordkeeper, and custodian, and is a party-in-interest to
the Plan.
NOTE 5 - PLAN AMENDMENTS
---------------
The Plan was amended in 2001 for certain regulatory requirements and
administrative enhancements.
NOTE 6 - 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. Therefore,
no provision for income taxes has been made.
-7-
NOTE 7 - 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 amounts and
are entitled to full distribution of such amounts.
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:
2001 2000
---- ----
AHPC Common Stock Fund $665,657,464 $686,541,905
Fidelity Spartan U.S. Equity Index Fund $308,313,690 $363,088,454
Fidelity Magellan Fund $264,432,062 $287,934,722
Fidelity Balanced Fund $149,831,361 $144,037,045
During 2001, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in value by
($96,992,218) as follows:
AHPC Common Stock Fund ($5,484,725)
Mutual Funds (91,507,493)
------------
Total ($96,992,218)
NOTE 9 - SUBSEQUENT EVENTS
-----------------
The Plan was amended effective January 1, 2002 to comply with certain provisions
of the Economic Growth and Tax Relief Reconciliation Act of 2001.
Effective with the name change of the Company (see NOTE 1), the Plan's name
changed to the Wyeth Savings Plan.
-8-
Schedule I
American Home Products Corporation Savings Plan
Schedule H Item 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2001
Employer Identification Number - 13-2526821
Plan Number - 045
Identity of Issuer Description of Investment Cost** Current Value
- ------------------ ------------------------- ------ -------------
Investment Contracts:
- ---------------------
Allstate Life Insurance GIC 6.75% Due 3/15/02 $19,633,417
Canada Life Insurance GIC 7.20% Due 9/15/05 $21,864,799
John Hancock Mutual Life Insurance GIC 5.80% Due 2/17/04 $24,341,723
GIC 6.05% Due 12/15/04 $18,149,997
Massachussetts Mutual Life Insurance GIC 6.82% Due 9/15/03 $17,616,840
Metropolitan Life Insurance GIC 7.00% Due 12/15/02 $26,738,720
Monumental Life Insurance GIC 6.56% Due 6/15/03 $25,055,461
GIC 6.22% Due 6/15/07 $25,763,642
New York Life Insurance GIC 7.10% Due 12/15/05 $34,508,365
Pacific Mutual Life Insurance GIC 7.05% Due 6/14/02 $14,167,633
GIC 6.73% Due 9/15/02 $34,146,885
Principal Mutual Life Insurance GIC 5.65% Due 12/31/02 $8,598,675
GIC 5.95% Due 3/15/07 $21,598,372
Security Life of Denver GIC 7.05% Due 6/15/02 $20,483,906
Travelers Insurance GIC 7.40% Due 3/15/05 $23,044,172
GIC 7.05% Due 6/15/05 $23,477,492
GIC 6.13% Due 3/31/08 $20,971,512
CDC Financial Products Collective Trust 5.24% $30,286,172
SEI Financial Management Collective Trust 5.53% $58,953,177
State Street Bank and Trust Collective Trust 5.25% $55,340,268
**Cost not required for participant directed investments.
Schedule I
(Continued)
American Home Products Corporation Savings Plan
Schedule H Item 4i - Schedule of Assets (Held at End of Year)
As of December 31, 2001
Employer Identification Number - 13-2526821
Plan Number - 045
Identity of Issuer Description of Investment Cost** Current Value
- ------------------ ------------------------- ------ -------------
American Home Products* Common Stock
Corporation 10,848,740 shares $665,657,464
-----------
Mutual Funds:
- -------------
Fidelity Management Trust Company* Magellan Fund
2,537,248 shares $264,432,062
Fidelity Management Trust Company* Balanced Fund
10,055,796 shares $149,831,361
Fidelity Management Trust Company* International Growth & Income Fund
3,122,703 shares $58,581,912
Fidelity Management Trust Company* Spartan U.S. Equity Index Fund
7,586,459 shares $308,313,690
Fidelity Management Trust Company* Low-Priced Stock Fund
2,014,536 shares $55,238,590
Morgan Stanley MSIF Trust Value Portfolio
1,410,665 shares $21,470,317
-----------
Total Investments Per
Statement of Net Assets
Available for Plan Benefits $2,048,266,624
==============
Loans Receivable:
- -----------------
Loans to Plan Participants* Rates ranging from 5.75% to 10.5%
Due through 2017 $32,008,419
==============
* Represents a party-in-interest to the Plan.
** Cost not required for participant directed investments.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (Nos. 33-45324 and 33-57339), Form S-4 (No. 333-59642),
and 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, and 333-89318) of Wyeth of our report dated June 28, 2002 relating to
the financial statements of the American Home Products Corporation Savings Plan,
which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 28, 2002