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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999 Commission file number 1-1225
AMERICAN HOME PRODUCTS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-2526821
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Five Giralda Farms, Madison, N.J. 07940
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (973) 660-5000
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
The number of shares of Common Stock outstanding as of the close of business on
April 30, 1999:
Number of
Class Shares Outstanding
Common Stock, $0.33-1/3 par value 1,309,677,109
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AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
INDEX
Page No.
Part I - Financial Information 2
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1999 and December 31, 1998 3
Consolidated Condensed Statements of Income -
Three Months Ended March 31, 1999 and 1998 4
Consolidated Condensed Statements of Changes in
Stockholders' Equity - Three Months Ended
March 31, 1999 and 1998 5
Consolidated Condensed Statements of Cash Flows -
Three Months Ended March 31, 1999 and 1998 6
Notes to Consolidated Condensed Financial Statements 7-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-16
Part II - Other Information 17
Item 1. Legal Proceedings 17-18
Item 6. Exhibits and Reports on Form 8-K 18
Signature 19
Exhibit Index EX-1
1
Part I - Financial Information
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
The consolidated condensed financial statements included herein have been
prepared by American Home Products Corporation (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations; however,
the Company believes that the disclosures are adequate to make the information
presented not misleading. In the opinion of management, the financial statements
include all adjustments necessary to present fairly the financial position of
the Company as of March 31, 1999 and December 31, 1998, the results of its
operations, its cash flows and changes in stockholders' equity for the three
months ended March 31, 1999 and 1998. It is suggested that these financial
statements and management's discussion and analysis of financial condition and
results of operations be read in conjunction with the financial statements and
the notes thereto included in the Company's 1998 Annual Report on Form 10-K.
2
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands Except Per Share Amounts)
March 31, December 31,
1999 1998
------------- ------------
ASSETS
Cash and cash equivalents ................ $ 1,330,609 $ 1,182,319
Marketable securities .................... 130,789 119,210
Accounts receivable less allowances ...... 3,246,167 3,276,597
Inventories:
Finished goods ......................... 965,659 1,012,679
Work in progress ....................... 605,890 604,647
Materials and supplies ................. 619,680 620,592
------------ ------------
2,191,229 2,237,918
Other current assets including deferred
taxes................................... 1,204,486 1,139,588
------------ ------------
Total Current Assets ................... 8,103,280 7,955,632
Property, plant and equipment ............ 6,638,885 6,718,364
Less accumulated depreciation .......... 2,427,198 2,428,699
------------ ------------
4,211,687 4,289,665
Goodwill and other intangibles, net of
accumulated amortization ............... 7,914,754 7,995,082
Other assets including deferred taxes .... 796,748 838,689
------------ ------------
Total Assets ........................... $ 21,026,469 $ 21,079,068
============ ============
LIABILITIES
Loans payable ............................ $ 82,970 $ 79,728
Trade accounts payable ................... 621,879 680,961
Accrued expenses ......................... 2,796,800 3,037,239
Accrued federal and foreign taxes ........ 472,273 412,793
------------ ------------
Total Current Liabilities .............. 3,973,922 4,210,721
Long-term debt ........................... 4,198,658 3,859,163
Other noncurrent liabilities ............. 2,300,588 2,312,261
Postretirement benefit obligations other
than pensions .......................... 870,683 860,908
Minority interests ....................... 232,715 221,219
STOCKHOLDERS' EQUITY
$2 convertible preferred stock, par value
$2.50 per share ........................ 63 64
Common stock, par value $0.33-1/3 per
share .................................. 436,874 437,466
Additional paid-in capital ............... 3,175,522 3,072,874
Retained earnings ........................ 6,388,720 6,432,729
Accumulated other comprehensive loss ..... (551,276) (328,337)
------------ ------------
Total Stockholders' Equity ............. 9,449,903 9,614,796
------------ ------------
Total Liabilities and Stockholders'
Equity ............................... $ 21,026,469 $ 21,079,068
============ ============
The accompanying notes are an integral part of these consolidated condensed
balance sheets.
3
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Per Share Amounts)
Three Months
Ended March 31,
1999 1998
----------- -----------
Net Sales .................................... $ 3,442,352 $ 3,666,395
----------- -----------
Cost of goods sold ........................... 912,912 1,004,430
Selling, general and administrative expenses.. 1,226,277 1,355,318
Research and development expenses ............ 408,427 386,958
Interest expense, net ........................ 56,331 72,111
Other income, net ............................ (76,092) (61,158)
Gain on sale of business ..................... - (592,084)
----------- -----------
Income before federal and foreign taxes ...... 914,497 1,500,820
Provision for taxes .......................... 259,579 518,610
----------- -----------
Net Income ................................... $ 654,918 $ 982,210
=========== ===========
Basic Earnings per Share ..................... $ 0.50 $ 0.75
=========== ===========
Diluted Earnings per Share ................... $ 0.49 $ 0.74
=========== ===========
Dividends per share of common stock .......... $ 0.225 $ 0.215
=========== ===========
The accompanying notes are an integral part of these consolidated condensed
statements.
4
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In Thousands)
Three Months Ended March 31, 1999:
Accumulated
$2 Convertible Additional Other Total
Preferred Common Paid-in Retained Comprehensive Stockholders'
Stock Stock Capital Earnings Loss Equity
------------- ------------- ------------ ------------- ------------- -------------
Balance at January 1, 1999 $ 64 $ 437,466 $ 3,072,874 $ 6,432,729 ($ 328,337) $ 9,614,796
Net income 654,918 654,918
Currency translation adjustments (222,887) (222,887)
Unrealized loss on marketable
securities (52) (52)
-----------
Comprehensive income 431,979
-----------
Cash dividends declared (294,943) (294,943)
Treasury stock acquired (2,511) (32,492) (399,688) (434,691)
Common stock issued 1,816 116,485 118,301
Conversion of preferred stock
and other exchanges (1) 103 18,655 (4,296) 14,461
------------- ------------- ------------ ------------- ------------- -------------
Balance at March 31, 1999 $ 63 $ 436,874 $ 3,175,522 $ 6,388,720 ($ 551,276) $ 9,449,903
============= ============= ============ ============= ============= =============
Three Months Ended March 31, 1998:
Accumulated
$2 Convertible Additional Other Total
Preferred Common Paid-in Retained Comprehensive Stockholders'
Stock Stock Capital Earnings Loss Equity
------------- ------------- ------------ ------------- ------------- -------------
Balance at January 1, 1998* $ 72 $ 435,298 $ 2,530,696 $ 5,489,292 ($ 280,106) $ 8,175,252
Net income 982,210 982,210
Currency translation adjustments (72,953) (72,953)
Unrealized loss on marketable
securities (1,137) (1,137)
-------------
Comprehensive income 908,120
-------------
Cash dividends declared (281,227) (281,227)
Treasury stock acquired (80) (1,904) (19,416) (21,400)
Common stock issued 1,911 223,391 225,302
Conversion of preferred stock
and other exchanges (2) 43 10,609 (4,969) 5,681
------------- ------------- ------------ ------------- ------------- -------------
Balance at March 31, 1998* $ 70 $ 437,172 $ 2,762,792 $ 6,165,890 ($ 354,196) $ 9,011,728
============= ============= ============ ============= ============= =============
*Common stock and retained earnings were restated to reflect the two-for-one
stock split in the form of a 100% stock dividend effective April 24, 1998.
The accompanying notes are an integral part of these consolidated condensed
statements.
5
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
Three Months Ended March 31,
1999 1998
------------ -----------
Operating Activities
Net income ...................................... $ 654,918 $ 982,210
Adjustments to reconcile net income to net cash
provided from operating activities:
Gain on sale of business ..................... - (592,084)
Gains on sales of other assets ............... (67,653) (76,845)
Depreciation and amortization ................ 178,813 176,928
Deferred income taxes ........................ 34,145 7,175
Changes in working capital, net .............. (368,693) (211,019)
Other items, net ............................. 53,623 (12,528)
---------- -----------
Net cash provided from operating activities ..... 485,153 273,837
---------- -----------
Investing Activities
Purchases of property, plant and equipment ...... (174,429) (182,923)
Proceeds from sale of business .................. - 1,770,000
Proceeds from sales of other assets ............. 131,976 89,888
Net purchases of marketable securities .......... (11,749) (49,808)
---------- -----------
Net cash provided from/(used for) investing
activities .................................... (54,202) 1,627,157
---------- -----------
Financing Activities
Net proceeds from/(repayments of) debt .......... 344,844 (1,315,779)
Dividends paid .................................. (294,943) (281,227)
Exercise of stock options ....................... 118,301 225,302
Purchases of treasury stock ..................... (434,691) (21,400)
Termination of interest rate swap agreements .... - (96,655)
----------- -----------
Net cash used for financing activities .......... (266,489) (1,489,759)
----------- -----------
Effects of exchange rates on cash balances ...... (16,172) (4,544)
----------- -----------
Increase in cash and cash equivalents ........... 148,290 406,691
Cash and cash equivalents, beginning of period .. 1,182,319 1,051,372
----------- -----------
Cash and cash equivalents, end of period ........ $ 1,330,609 $ 1,458,063
============ ============
The accompanying notes are an integral part of these consolidated condensed
statements.
Supplemental Information
Interest payments excluding termination of
interest rate swap agreements $108,914 $149,136
Income tax payments, net of refunds 193,198 131,985
6
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 1. Contingencies
The Company is involved in various legal proceedings, including
product liability and environmental matters of a nature considered
normal to its business. It is the Company's policy to accrue for
amounts related to these legal matters if it is probable that a
liability has been incurred and an amount is reasonably estimable.
In the opinion of the Company, although the outcome of any legal
proceedings cannot be predicted with certainty, the ultimate
liability of the Company in connection with its legal proceedings
will not have a material adverse effect on the Company's financial
position but could be material to the results of operations in any
one accounting period.
Note 2. Restructuring Program
In December 1998, the Company recorded a charge for restructuring
and related asset impairments to recognize the reorganization of its
worldwide supply chains and distribution systems, and the
globalization of certain business units. Since the end of 1998, the
Company has begun its personnel reductions, initiated the closure of
certain manufacturing facilities, and has been preparing and
marketing certain sites for sale. In the 1999 first quarter, the
Company's cash expenditures aggregated $20.3 million for severance
and exit costs and were applied against the restructuring accruals.
Note 3. Company Data by Operating Segment
The Company has four reportable segments: Pharmaceuticals, Consumer
Health Care, Agricultural Products, and Corporate and All Other.
Net Sales Income Before Taxes (1)
-------------------- ----------------------
Three Months Three Months
($ in millions) Ended March 31, Ended March 31,
Operating Segment 1999 1998 1999 1998
----------------- -------- -------- ------ -------
Pharmaceuticals $2,295.8 $2,263.2 $700.2 $704.4
Consumer Health
Care 562.3 500.6 123.6 113.5
Agricultural
Products 584.3 710.6 158.2 190.3
------- -------- ------ -------
3,442.4 3,474.4 982.0 1,008.2
Corporate and All
Other (2) - 192.0 (67.5) 492.6
-------- -------- ------ -------
Total $3,442.4 $3,666.4 $914.5 $1,500.8
======== ======== ====== ========
(1) Includes goodwill amortization for 1999 and 1998 as follows:
Pharmaceuticals - $38.5 and $40.9, Consumer Health Care - $4.0
and $4.0, Agricultural Products - $24.3 and $24.3, and
Corporate and All Other - $0.9 for 1998 only.
(2) Income before taxes for Corporate and All Other in the 1998
first quarter includes the gain on the sale of the
Sherwood-Davis & Geck medical devices business of $592.1 which
was sold effective February 27, 1998.
7
AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
Note 4. Earnings per Share
The following table sets forth the computations of Basic Earnings
per Share and Diluted Earnings per Share:
Three Months
Ended March 31,
(In thousands except per share amounts) 1999 1998
------------------------------------- ----------- ----------
Net income less preferred dividends $654,905 $982,196
Denominator:
Average number of common shares
outstanding 1,311,965 1,308,997
----------- ----------
Basic Earnings per Share $0.50 $0.75
=========== ==========
Net income $654,918 $982,210
Denominator:
Average number of common shares
outstanding 1,311,965 1,308,997
Common share equivalents of
outstanding stock options
and deferred contingent
common stock awards 22,953 22,734
----------- ----------
Total shares 1,334,918 1,331,731
----------- ----------
Diluted Earnings per Share $0.49 $0.74
=========== ==========
8
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
Results of Operations
Worldwide net sales for the 1999 first quarter were 6% lower compared with prior
year levels. After adjusting for the disposition of the Sherwood-Davis & Geck
medical devices business effective February 27, 1998, worldwide net sales
decreased 1% for the 1999 first quarter. This decrease was due primarily to
lower worldwide sales of agricultural products and unfavorable foreign exchange
of 1%, which were offset, in part, by higher U.S. sales of consumer health care
products and international sales of pharmaceuticals.
The following table sets forth worldwide net sales results by operating segment
together with the percentage changes from the comparable period in the prior
year:
Net Sales
---------------------
Three Months
($ in Millions) Ended March 31, % Increase
Operating Segment 1999 1998 (Decrease)
- ------------------------ -------- -------- ----------
Pharmaceuticals $2,295.8 $2,263.2 1%
Consumer Health Care 562.3 500.6 12%
Agricultural Products 584.3 710.6 (18)%
-------- -------- ----------
3,442.4 3,474.4 (1)%
Corporate and All Other* - 192.0 (100)%
-------- -------- ----------
Total Net Sales $3,442.4 $3,666.4 (6)%
======== ======== ==========
* Net sales reflect the Sherwood-Davis & Geck medical devices business through
February 27, 1998, the effective date of disposition of this business.
Worldwide pharmaceutical sales increased 1% for the 1999 first quarter due
primarily to higher sales of EFFEXOR, ENBREL (introduced in the 1998 fourth
quarter) and ZOSYN/TAZOCIN, which were offset, in part, by lower sales of animal
health products, CORDARONE (due to generic competition), oral contraceptives and
unfavorable foreign exchange of 1%. Lower sales of animal health products were
due primarily to reductions of customer-owned trade inventory levels, in part,
as a result of continuing commodity price declines in livestock markets. U.S.
pharmaceutical sales decreased 1% for the 1999 first quarter. The decrease in
U.S. pharmaceutical sales for the 1999 first quarter consisted of unit volume
declines of 5%, which were offset, in part, by price increases of 4%.
International pharmaceutical sales increased 5% for the 1999 first quarter. The
increase in international pharmaceutical sales for the 1999 first quarter
consisted of unit volume growth of 4% and price increases of 3%, which were
offset, in part, by unfavorable foreign exchange of 2%.
9
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
Worldwide consumer health care sales increased 12% for the 1999 first quarter
due primarily to higher sales of nutritional supplements, which consist of
Solgar products (acquired in the 1998 third quarter), CENTRUM products including
CENTRUM herbals (introduced in the 1998 fourth quarter) and CALTRATE, which were
offset, in part, by unfavorable foreign exchange of 1%. Solgar products
contributed 6% to the increase for the 1999 first quarter. U.S. consumer health
care sales increased 15% for the 1999 first quarter. The increase in U.S.
consumer health care sales for the 1999 first quarter consisted of unit volume
growth of 14% (7% due to the acquisition of Solgar products) and price increases
of 1%. International consumer health care sales increased 6% for the 1999 first
quarter. The increase in international consumer health care sales for the 1999
first quarter consisted of unit volume growth of 8% (4% due to the acquisition
of Solgar products) and price increases of 2%, which were offset, in part, by
unfavorable foreign exchange of 4%.
Worldwide agricultural products sales decreased 18% for the 1999 first quarter
due primarily to lower sales of herbicides, primarily PURSUIT, and COUNTER
insecticide, which were offset, in part, by higher sales of fungicides. The
lower sales results were due primarily to high industry trade inventories,
various competitive factors and lower commodity prices for soybeans and corn.
U.S. agricultural products sales decreased 27% for the 1999 first quarter. The
decrease in U.S. agricultural products sales for the 1999 first quarter
consisted of unit volume declines of 22% and price decreases of 5%. Due to the
seasonality of the U.S. agricultural products business, which is concentrated
primarily in the first six months of the year, U.S. agricultural products sales
and results of operations for the 1999 first quarter are not indicative of the
results to be expected in subsequent fiscal quarters or for the full year.
International agricultural products sales decreased 6% for the 1999 first
quarter. The decrease in international agricultural products sales for the 1999
first quarter consisted of unit volume declines of 5% and price decreases of 1%.
Corporate and all other includes the results of the divested Sherwood-Davis &
Geck medical devices business. The decrease for the 1999 first quarter is due
entirely to the divestiture of the medical devices business effective February
27, 1998.
Cost of goods sold, as a percentage of net sales, decreased to 26.5% for the
1999 first quarter versus 27.4% for the 1998 first quarter due primarily to an
overall product mix improvement as increased sales of higher margin
pharmaceuticals and consumer health care products partially replaced the loss of
lower margin medical devices sales, resulting from the divestiture of the
medical devices business, and lower agricultural products sales.
Selling, general and administrative expenses, as a percentage of net sales,
decreased to 35.6% for the 1999 first quarter versus 37.0% for the 1998 first
10
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
quarter. Lower selling, general and administrative expenses resulting from the
divestiture of the medical devices business, lower selling, primarily marketing
costs, and general expenses for the agricultural products business as a result
of lower sales and cost reduction efforts and lower corporate expenses were
offset, in part, by higher selling expenses, primarily marketing costs, related
to certain pharmaceutical and consumer health care product launches in late 1998
and pre-launch marketing costs for certain pharmaceutical products expected to
be launched by the end of 1999.
Research and development expenses increased 6% for the 1999 first quarter due
primarily to higher pharmaceutical research and development expenditures offset,
in part, by lower research and development expenses for the agricultural
products business as a result of cost containment efforts and from the
divestiture of the medical devices business.
Interest expense, net decreased 22% for the 1999 first quarter due primarily to
the reduction in long-term debt from the proceeds of the divestiture of the
medical devices business during the 1998 first quarter. Average long-term debt
outstanding during the 1999 and 1998 first quarter was $4,028.9 million and
$4,347.0 million, respectively.
Other income, net increased for the 1999 first quarter due to favorable foreign
exchange results. Other income, net for both the 1999 and 1998 first quarters
included gains on the sales of non-strategic assets, including certain non-core
and generic product rights, that were approximately the same level in each
period.
The following table sets forth worldwide income before taxes (IBT) by operating
segment together with the percentage changes from the comparable period in the
prior year:
Income Before Taxes
-------------------
Three Months
($ in Millions) Ended March 31, % Increase
Operating Segment 1999 1998 (Decrease)
- ----------------- ------- -------- -----------
Pharmaceuticals $700.2 $704.4 (1)%
Consumer Health Care 123.6 113.5 9%
Agricultural Products 158.2 190.3 (17)%
------- -------- -----------
982.0 1,008.2 (3)%
Corporate and All Other* (67.5) 492.6 -
------- -------- -----------
Total Income Before Taxes* $914.5 $1,500.8 (39)%
======= ======== ===========
* 1998 includes the gain on the sale of the medical devices business of $592.1.
Excluding the gain on sale, total IBT increased 1%.
Worldwide pharmaceutical IBT decreased 1% for the 1999 first quarter due
primarily to increased research and development expenditures. Worldwide consumer
health care IBT increased 9% for the 1999 first quarter due primarily to
increased sales of U.S. consumer health care products, which were offset, in
part, by higher selling expenses, primarily marketing. Worldwide agricultural
11
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
products IBT decreased 17% for the 1999 first quarter due primarily to lower
worldwide sales of agricultural products, which were offset, in part, by lower
selling expenses, primarily marketing, and general expenses as a result of
lower sales and cost reduction efforts. Corporate and all other, excluding the
gain on the sale from the 1998 first quarter results, increased for the 1999
first quarter due primarily to a non-operating charge in the 1998 first
quarter and lower interest expense in the 1999 first quarter.
The effective tax rate decreased to 28.4% for the 1999 first quarter versus
34.6% for the 1998 first quarter due primarily to the tax impact of the gain on
the sale of the medical devices business in 1998. The higher rate in 1998 was
due primarily to goodwill basis differences for tax and financial reporting
purposes.
Net income and diluted earnings per share for the 1999 first quarter were $654.9
million and $0.49 compared to $651.4 million and $0.49 for the 1998 first
quarter, excluding the after-tax gain on the sale of the medical devices
business of $330.8 million and $0.25. Net income and diluted earnings per share
remained level for the 1999 first quarter, excluding the gain on the sale, while
net sales decreased, due primarily to lower overall selling, general and
administrative expenses and increased sales of consumer health care products,
which were offset by the loss of medical devices sales and lower worldwide sales
of agricultural products. Including the gain on sale, net income and diluted
earnings per share for the 1999 first quarter decreased 33% and 34% compared to
$982.2 million and $0.74 for the 1998 first quarter.
Euro Currency
On January 1, 1999, 11 of the 15 member countries of the European Union adopted
the "Euro" as a new common legal currency, however the legacy currencies of the
member countries are scheduled to remain legal tender as sub-denominations of
the Euro between January 1, 1999 and January 1, 2002 (the "transition period").
Critical areas impacted by the conversion to the Euro have been identified and
appropriate strategies developed, which are currently being implemented to
facilitate the adoption of the Euro and to facilitate business transactions
during the transition period. The costs related to the Euro conversion and
transition period will not have a material adverse effect on the Company's
financial position or results of operations. However, the Euro conversion may
have competitive implications on the Company's pricing and marketing strategies,
the total impact of which is not known at this time.
12
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
Competition
The Company operates in the highly competitive pharmaceutical, consumer health
care and agrochemical industries. The Company is not dependent on any one
patent-protected product or line of products for a substantial portion of its
sales or results of operations. However, PREMARIN, one of the Company's
conjugated estrogens products manufactured from pregnant mare's urine, which has
not had patent protection for many years, is the leader in its category and
contributes significantly to sales and results of operations. PREMARIN's
principal uses are to manage the symptoms of menopause and osteoporosis, a
condition involving a loss of bone mass in postmenopausal women. Estrogen
containing products manufactured by other companies have been marketed for many
years for the treatment of menopausal symptoms, and some of these products also
have obtained marketing approval for the treatment of osteoporosis. During the
past several years, other manufacturers have introduced products for the
treatment and/or prevention of osteoporosis. Some companies have attempted to
obtain approval for generic versions of PREMARIN. These products, if approved,
would be routinely substitutable for PREMARIN under many state laws and third
party insurance payer plans. In May 1997, the U.S. Food and Drug Administration
(FDA) announced that it would not approve certain synthetic estrogen products as
generic equivalents of PREMARIN given known compositional differences between
the active ingredient of these products and PREMARIN. Although the FDA has not
approved any generic equivalent to PREMARIN to date, PREMARIN will continue to
be subject to competition from existing and new competing estrogen and other
products for its approved indications and may be subject to some form of generic
competition from either natural or synthetic generic conjugated estrogens
products in the future.
Liquidity, Financial Condition and Capital Resources
Cash and cash equivalents increased $148.3 million in the 1999 first quarter to
$1,330.6 million. Cash flows from operating activities of $485.2 million, net
proceeds from debt issuances of $344.8 million, proceeds from sales of other
assets of $132.0 million and proceeds from the exercise of stock options of
$118.3 million were used principally for purchases of treasury stock of $434.7
million, dividend payments of $294.9 million and capital expenditures of $174.4
million. Due to the seasonality of the U.S. agricultural products business, a
significant portion of the annual U.S. agricultural products sales are recorded
in the first six months of the year; however, a significant amount of the
related accounts receivable are not collected until the third quarter. As a
result, cash flows from operating activities for the first quarter of 1999 are
not indicative of the results to be expected in subsequent fiscal quarters or
for the full year. Capital expenditures included strategic investments in
manufacturing and distribution facilities worldwide and expansion of the
Company's research and development facilities.
13
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
In December 1998, the Company recorded a charge for restructuring and related
asset impairments. Since the end of 1998, the Company has begun its personnel
reductions, initiated the closure of certain manufacturing facilities, and has
been preparing and marketing certain sites for sale. Cash expenditures
aggregated $20.3 million for severance and exit costs in the 1999 first quarter.
At March 31, 1999, the fair value of the Company's long-term debt, including the
current portion, was $4,415.3 million. If interest rates were to increase or
decrease by one percentage point, the fair value of the long-term debt would
decrease or increase by approximately $105.4 million.
At March 31, 1999, the fair value of the $751.6 million notional amount of
foreign exchange forward contracts was a net receivable of $5.2 million. As
foreign exchange rates change from period to period, the fluctuations in the
fair value of the foreign exchange forward contracts are offset by fluctuations
in the fair value of the underlying hedged transactions. If the value of the
U.S. dollar were to increase or decrease by 10% in relation to all foreign
currencies, the net receivable would increase or decrease by approximately $42.5
million.
Year 2000
As described in the Company's 1998 Annual Report on Form 10-K, the Company has
recognized the importance of addressing Year 2000 problems and has committed
certain resources to identify and correct potential problems in order to
minimize the impact on its business.
The Company's Year 2000 program is organized into three functional areas:
Information Technology (IT), which includes computer systems and related
application software; Embedded Chips (EC), which are hidden internal components
of many non-computer devices and machinery; and Business Partners (BP), which
include suppliers, customers and governmental agencies. The program methodology
is organized into three phases: Phase I: Inventory, Assessment and Project
Planning; Phase II: Remediation and Testing; and Phase III: Certification,
Implementation and Contingency Planning. Phase I activities for IT have been
completed. Most Phase II activities for IT have been substantially completed
with testing of remediation more than 50% complete. Several Phase III activities
for IT have made substantial progress since the end of 1998. Phase I activities
for EC have been completed. Most Phase II activities for EC have commenced with
significant developments made in remediation and testing. Several Phase III
activities for EC are currently under way with substantial progress made in
certification. Phase I activities for BP have been substantially completed.
Phase II and III for BP are currently under way. For all three functional areas,
Phase I activities have been completed, Phase II activities are expected to be
completed by the end of the 1999 second quarter and Phase III activities are
expected to be completed by the end of the 1999 third quarter.
14
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
The costs of remediation and appropriate replacement projects for Year 2000
activities have increased to approximately $160 million from $150 million due
primarily to business continuity and contingency planning costs. The costs
include operating and capital costs of approximately $110 million and $50
million, respectively, for all phases within each functional area. These costs
do not include any internal costs. Through March 31, 1999, $49 million and $14
million have been incurred for operating and capital costs, respectively,
related to the Year 2000 program. The costs related to Year 2000 are not
expected to have a material adverse effect on the Company's results of
operations or financial position.
The Company has not yet formulated its most reasonably likely worst-case
scenario with respect to possible losses related to Year 2000 problems.
The Company has initiated the Contingency Planning process. The Company will be
developing business continuity plans for those areas that are critical to the
Company's business. These business continuity plans will be designed to resume
business operations in a timely manner in the event of a disruption to business
flows in the end of 1999 and beyond.
Management's assessment of risks and uncertainties associated with the Year 2000
project remain unchanged from that described in the 1998 Annual Report on Form
10-K. The Company anticipates that the required modifications and replacements
of its critical systems and applications will be completed prior to the Year
2000. However, the Company may be unable to implement these modifications and
replacements on a timely basis, and, even if the Company does make these
modifications and replacements, they may not be effective in addressing the
problems identified. If the required modifications and replacements are not
completed in a timely manner or are not successful, there could be a material
adverse effect on the Company's results of operations.
The Company continues to have limited information on Year 2000 compliance by its
key third-party suppliers, service providers, distributors, wholesalers and
certain other entities with which the Company has a business relationship
(business partners). There could be a material adverse effect on the Company's
business partners' operations if they do not successfully and timely achieve
Year 2000 compliance. If the Company's business partners experience Year 2000
compliance issues, there could be a material adverse effect on the Company's
results of operations.
The Company cannot guarantee that its remediation efforts will adequately
address Year 2000 problems in a timely manner or that it will be able to modify
and replace any or all of the Company's critical systems and applications in
accordance with its plans. In addition, the Company cannot assure that any
modifications and replacements will effectively address Year 2000 problems. If
the Company does not complete the required conversions on time, or if it is not
15
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Three Months Ended March 31, 1999
successful, there could be a material adverse effect on the Company's results of
operations. Furthermore, the Company cannot guarantee that other companies will
make necessary, timely and successful conversions to their systems on which the
Company's systems and business flows depend. Although the Company intends in the
second and third quarters of 1999 to develop contingency plans detailing actions
that the Company will take in the event the execution of its Year 2000
remediation efforts are not successfully completed on a timely basis, the
Company has not yet developed such plans. Additional risk factors related to
Year 2000 problems are identified in the Company's 1998 Annual Report on Form
10-K and Exhibit 99 to such report.
Cautionary Statements for Forward Looking Information
Management's discussion and analysis set forth above contains certain forward
looking statements, including, among other things, statements regarding the
Company's results of operations, Euro currency, competition, liquidity,
financial condition and capital resources, and Year 2000. These forward looking
statements are based on current expectations. Certain factors which could cause
the Company's actual results to differ materially from expected and historical
results have been identified by the Company in its other periodic reports filed
with the Securities and Exchange Commission including the Company's 1998 Annual
Report on Form 10-K and Exhibit 99 to such report, which exhibit is incorporated
herein by reference.
16
Part II - Other Information
Item 1. Legal Proceedings
The Company and its subsidiaries are parties to numerous lawsuits
and claims arising out of the conduct of its business, including
product liability and other tort claims, the most significant of
which are described in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
As of April 26, 1999, the Company has been served or is aware that
it has been named as a defendant in 3,167 suits as the manufacturer
of PONDIMIN and/or the distributor of REDUX. Of the 3,167 lawsuits
naming the Company as a defendant, 71 are actions that seek
certification of a class, some on a national and others on a
statewide basis. Of these 71 lawsuits, 30 are pending in various
federal district courts and 41 are pending in various state courts.
(As described in the Company's 1998 Annual Report on Form 10-K,
statewide medical monitoring classes have been certified in six of
these cases). A number of the actions brought in state courts have
been removed to federal courts. Individual plaintiffs have filed the
remaining lawsuits: 866 individual lawsuits are pending in various
federal district courts and 2,230 individual lawsuits are pending in
various state courts. On May 5, 1998, the Boone (Ky.) Circuit Court
certified as a class action a case brought on behalf of all persons
who received PONDIMIN and/or REDUX from co-defendant Bariatrics,
Inc., of Kentucky and/or from clinics operated by co-defendant Dr.
Rex Duff. (Guard v. A.H. Robins Company, Inc, et al., C.A. No.
98-CI-795). The Company is reviewing its appellate options with
respect to the Guard case.
As of April 26, 1999, there were pending against the Company
approximately 3,732 lawsuits in federal or state courts on behalf of
approximately 39,580 plaintiffs alleging injuries as a result of use
of the NORPLANT SYSTEM, the Company's implantable contraceptive
containing levonorgestrel. On April 13, 1999, a West Virginia court
conditionally certified a statewide class of NORPLANT users, subject
to a future motion to decertify the class following discovery.
(Ramey, et al. v. AHPC, et al., Circuit Court, Lincoln Cty., WV, No.
97-C-132). The Company is considering an appeal of the decision. The
NORPLANT SYSTEM case tried in Beaumont, Texas earlier this year
(Davis, et al. v. AHPC, et al., District Court, Jefferson Cty.,
Texas, No. B-150,760) concluded with a verdict rendered on March 4,
1999. On March 24, 1999, the court entered judgment in favor of the
Company on the claims of three of the four plaintiffs in the Davis
case. On April 8, 1999, the court entered judgment in favor of the
fourth plaintiff, Emilia Medrano, for $38,000. The Company intends
to appeal the Medrano judgment. The fourth NORPLANT SYSTEM case to
be tried to a verdict (Ramirez v. Wyeth Laboratories, Inc., et al.,
Supreme Court, New York Cty., New York, No. 94-132-182) resulted in
a defense verdict in favor of the Company on April 23, 1999.
17
In the opinion of the Company, although the outcome of any legal
proceedings cannot be predicted with certainty, the ultimate
liability of the Company in connection with its legal proceedings
will not have a material adverse effect on the Company's financial
position but could be material to the results of operations in any
one accounting period.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No. Description
(12) Computation of Ratio of Earnings to Fixed Charges
(27) Financial Data Schedule - Period Ended
March 31, 1999
(b) Reports on Form 8-K
None.
18
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN HOME PRODUCTS CORPORATION
(Registrant)
By /s/ Paul J. Jones
------------------------------
Paul J. Jones
Vice President and Comptroller
(Duly Authorized Signatory
and Chief Accounting Officer)
Date: May 14, 1999
19
Exhibit Index
Exhibit No. Description
(12) Computation of Ratio of Earnings to Fixed Charges
(27) Financial Data Schedule - Period Ended March 31, 1999
EX-1