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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 UNION 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
UNION 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
UNION 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 - 069
AMERICAN HOME PRODUCTS CORPORATION
UNION 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 1
as of December 31, 2001 and 2000
Statement of Changes in Net Assets Available for Plan Benefits 2
for the Year Ended December 31, 2001
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 Union 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 Union 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
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LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To the Retirement Committee of American Home Products Corporation:
We have audited the accompanying statements of net assets applicable to
participants' equity of the American Home Products Corporation Union Savings
Plan (the "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 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 Union 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
August 1, 2001
American Home Products Corporation
Union Savings Plan
Statements of Net Assets Available for Plan Benefits
As of December 31, 2001 and 2000
December 31,
2001 2000
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Assets:
Investments, at fair value $50,797,470 $52,417,253
Loans to participants 1,121,410 1,142,368
Participant contributions receivable 143,618 137,639
Cash and cash equivalents 47,715 --
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Total Assets 52,110,213 53,697,260
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Liability:
Due to brokers for securities purchased 24,563 --
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Net Assets Available for Plan Benefits $52,085,650 $53,697,260
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The accompanying notes to financial statements are an integral part of these
statements.
1
American Home Products Corporation
Union 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 ($3,192,844)
Interest 1,014,797
Dividends 814,495
-----------
Total investment loss (1,363,552)
Participant Contributions 3,731,867
Rollovers into Plan 10,149
Transfer into Plan 3,712
-----------
Total additions 2,382,176
-----------
Deductions from net assets attributed to:
Benefits paid to participants 3,993,786
-----------
Net deductions (1,611,610)
Net Assets Available for Plan Benefits
Beginning of Year 53,697,260
-----------
End of Year $52,085,650
===========
The accompanying notes to financial statements are an integral part of this
statement.
2
AMERICAN HOME PRODUCTS CORPORATION
UNION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
----------------
The following description of the American Home Products Corporation Union
Savings Plan (the "Plan") only provides general information. Participants of the
Plan should refer to the Plan Document for a more detailed and complete
description of the Plan's provisions.
General
- -------
The Plan, a defined contribution plan of American Home Products Corporation
("AHPC" or the "Company"), is a voluntary savings plan available to all eligible
employees, as defined. Effective March 11, 2002, the Company changed its name to
Wyeth. Employees become eligible to participate after they have completed one
month of regular employment, as defined in the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended, and the Internal Revenue Code (the "Code").
Employee 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. Participants direct
the investment of their 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.
Employer Contributions
- ----------------------
In accordance with negotiated union agreements effective December 31, 1996, no
Company matching contributions are made by the Company.
Vesting and Separation From Service
- -----------------------------------
Participants are fully vested at all times in their salary deferral and
after-tax contributions and rollovers plus actual earnings thereon.
The non-vested portion of the Company matching contribution is forfeited and is
returned to the Company if employment is terminated prior to full vesting. At
December 31, 2001, all participants are fully vested in the Plan.
3
Distributions
- -------------
Participants are entitled to withdraw all or any portion of their employee
contributions and vested employer contributions, subject to certain
restrictions, as defined. 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 before that age. 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 hardship withdrawal in any calendar year, provided they have
no other funds that are readily available to meet that need.
Upon termination of employment, participants are entitled to a distribution of
their vested account balance in one of three ways: lump-sum, a 50% joint and
survivor annuity, or monthly payments up to 360 months (subject to limits
imposed by the Internal Revenue Code).
Annuity payments and monthly payments commence as soon as practicable following
a request, but in no event later than April 1 in the year following the year in
which the participant turns 70 1/2 years of age.
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 fifty percent (50%) of
their vested account balances. All loans must be repaid within five years except
for those used to acquire or construct a principal residence, which must be
repaid within fifteen years. Defaults on participants' loans during the year are
treated as distributions 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 have been prepared on the accrual basis of
accounting.
Investment Valuation
- --------------------
Shares of participation in the various Vanguard mutual funds are recorded at
their published net asset values. The guaranteed investment contracts comprising
the Stable Value Fund are recorded at contract value (cost plus accrued
interest), which approximates fair market value.
Investment transactions are recorded on a trade date basis.
4
Contributions
- -------------
Contributions from employees are accrued when deducted from payroll.
Benefits
- --------
Benefits are recorded when paid.
Administrative Costs
- --------------------
Substantially all administrative expenses are paid by the Company.
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 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.
NOTE 3 - INVESTMENT ELECTIONS
--------------------
Participants can elect to invest amounts credited to their account in any of
investment funds described below and transfer amounts between 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.
During 2001, the following funds were added: AHPC Common Stock Fund, Vanguard
Small-Cap Index Fund and Vanguard Total International Stock Index Fund.
The eight investment options during 2001 were as follows:
Stable Value Fund
- -----------------
This fund invests in guaranteed investment contracts maturing within five years,
money market accounts, and Vanguard Retirement Savings Trust. The interest rate
payable to Plan participants in this fund will be a rate which reflects a
blended rate of the total investments made by the fund. The average blended
interest rate attributable to the fund approximated 4.17% and 6.05% for 2001 and
2000, respectively.
5
Vanguard Balanced Index Fund
- ----------------------------
This fund primarily invests in long-term corporate debt instruments, common
stocks, and U.S. government obligations.
Vanguard Prime Money Market Fund
- --------------------------------
This fund invests in commercial paper, government obligations, certificates of
deposit and other debt instruments with maturities of less than one year. As of
December 31, 2001, this fund is no longer offered as a Plan investment option.
Participants' balances remaining in this fund were tranferred to the Stable
Value Fund on that date.
Vanguard 500 Index Fund
- -----------------------
This fund primarily invests in common stocks of large public companies that seek
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.
Vanguard Total Bond Market Index Fund
- -------------------------------------
This fund invests in corporate and government debt obligations with various
maturities. As of December 31, 2001, this fund is no longer offered as a Plan
investment option. Participants' balances remaining in this fund were
transferred to the Stable Value Fund on that date.
AHPC Common Stock Fund
- ----------------------
This fund consists primarily of AHPC 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.
Vanguard Small-Cap Index Fund
- -----------------------------
This fund primarily invests in small capitalization stocks, those with a market
value of less than $1.5 billion, that seek to provide investment results that
correspond to the total return performance of the stocks of companies that make
up the Russell 2000 Index.
Vanguard Total International Stock Index Fund
- ---------------------------------------------
This fund invests in three Vanguard International Index Funds; a European Fund,
a Pacific Fund and an Emerging Markets Fund.
6
NOTE 4 - MANAGEMENT OF THE PLAN
----------------------
The Plan is administered by the Committee, which was appointed by the Board of
Directors of the Company. Vanguard 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 various regulatory requirements and
administrative enhancements.
NOTE 6 - FEDERAL INCOME TAX STATUS
-------------------------
The Plan obtained its latest determination letter on April 22, 1996, in which
the Internal Revenue Service stated that the Plan, as designed and including
amendments through November 30, 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.
NOTE 7 - PLAN TERMINATION
----------------
Although it has not expressed any intention to do so, the Company has the right
under the Plan to terminate or discontinue employee contributions at any time
and to terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their Company
contribution accounts and are entitled to full distribution of such amounts.
NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
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The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
2001 2000
---- ----
Net Assets Available for Plan
Benefits per Financial Statements $52,085,650 $53,697,260
Amounts Allocated to Withdrawing
Participants (9,462) (9,161)
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Net Assets Available for Plan Benefits
per the Form 5500 $52,076,188 $53,688,099
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
7
Year ended
December 31, 2001
-----------------
Benefits paid to participants per the
financial statements $3,993,786
Add: Amounts allocated to withdrawing
participants at December 31, 2001 9,462
Less: Amounts allocated to withdrawing
participants at December 31, 2000 (9,161)
----------
Benefits paid to participants per the Form 5500 $3,994,087
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
NOTE 9 - INVESTMENTS
-----------
The fair value of individual investments that represent 5% or more of the Plan's
total net assets are as follows:
2001 2000
---- ----
Stable Value Fund $25,070,831 $16,008,822
Vanguard Balanced Index Fund $7,128,108 $7,822,877
Vanguard 500 Index Fund $17,946,065 $20,475,893
Vanguard Prime Money Market Fund -- $7,324,818
During 2001, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) (depreciated) appreciated in
value by ($3,192,844) as follows:
Mutual Funds ($3,229,426)
AHPC Common Stock Fund 20,686
Guaranteed Investments Contracts 15,896
-----------
Total ($3,192,844)
===========
NOTE 10 - 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 Union Savings Plan.
8
Schedule I
American Home Products Corporation
Union 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 - 069
Identity of Issuer Description of Investment Cost** Current Value
- ------------------ ------------------------- ------ -------------
Mutual Funds:
- -------------
Vanguard Trust Company* Stable Value Fund
2,545,262 shares $25,070,831
Vanguard Trust Company* Vanguard Balanced Index Fund
399,110 shares $7,128,108
Vanguard Trust Company* Vanguard Total International Stock Index Fund
6,445 shares $59,812
Vanguard Trust Company* Vanguard 500 Index Fund
169,478 shares $17,946,065
Vanguard Trust Company* Vanguard Small-Cap Index Fund
8,726 shares $172,952
American Home Products Common Stock
Corporation* 6,840 shares $419,702
- ------------- -----------
Total Investments Per
Statement of Net Assets
Available for Plan Benefits $50,797,470
===========
Loans Receivable:
- -----------------
Loans to Plan Participants* Rates ranging from 8.0% to 10.5%
Due through 2013 $1,121,410
===========
* 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 Union Savings
Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Florham Park, New Jersey
June 28, 2002