AMERICAN HOME PRODUCTS CORP
10-Q, 1995-05-15
PHARMACEUTICAL PREPARATIONS
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=====================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                  FORM 10-Q


                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended March 31, 1995          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 (201) 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 28, 1995:

                                               Number of
                    Class                  Shares Outstanding
      --------------------------------     ------------------
      Common Stock, $.33-1/3 par value        308,132,221

======================================================================

<PAGE>
             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES


                                   INDEX


                                                              Page No.
                                                              --------
Part I - Financial Information                                    2


     Item 1.   Financial Statements:


          Consolidated Condensed Balance Sheets - 
            March 31, 1995 and December 31, 1994                  3

          Consolidated Condensed Statements of Income -
            Three Months Ended March 31, 1995 and 1994            4

          Consolidated Condensed Statements of Retained 
            Earnings and Additional Paid-in Capital - 
            Three Months Ended March 31, 1995 and 1994            5

          Consolidated Condensed Statements of Cash Flows -
            Three Months Ended March 31, 1995 and 1994            6

          Notes to Consolidated Condensed Financial Statements    7
          
     Item 2.   Management's Discussion and Analysis of
               Financial Condition and Results of Operations     8-13


Part II - Other Information


     Item 1.   Legal Proceedings                                 14

     Item 6.   Exhibits and Reports on Form 8-K                  14

Signature                                                        15

Exhibit Index                                                    Ex-1

                                    -1-
<PAGE>
                      Part I - Financial Information
                     -------------------------------


AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES

The consolidated condensed financial statements included herein
have been prepared by 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, 1995 and December 31, 1994, the results of its
operations, cash flows and the changes in retained earnings and
additional paid-in capital for the three months ended March 31,
1995 and 1994.  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 latest Annual Report on Form 10-K.

                                   -2-
<PAGE>
             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                   (In Thousands Except Per Share Amounts)

                                               March 31,    Dec. 31,
                                                 1995         1994   
                                             -----------  -----------
ASSETS
Cash and cash equivalents................... $ 1,046,872  $ 1,696,204
Marketable securities.......................     250,056      247,970
Accounts receivable less allowances.........   2,746,449    2,380,730
Inventories:
     Finished goods.........................   1,180,920    1,158,045
     Work in process........................     552,975      525,269
     Materials and supplies.................     568,087      562,836
                                             -----------  ----------- 
                                               2,301,982    2,246,150
Other current assets........................   1,290,643    1,250,192
                                             -----------  ----------- 
     Total Current Assets...................   7,636,002    7,821,246

Property, plant and equipment...............   5,535,252    5,458,075
     Less accumulated depreciation..........   1,685,736    1,646,145
                                             -----------  -----------
                                               3,849,516    3,811,930
Goodwill....................................   9,134,717    9,181,129
Other assets................................     880,599      860,507
                                             -----------  -----------
     Total Assets                            $21,500,834  $21,674,812
                                             ===========  ===========
LIABILITIES
Loans payable to banks...................... $   107,977  $   113,284
Trade accounts payable......................   1,107,352    1,042,468
Accrued expenses............................   2,842,252    2,999,127
Accrued federal and foreign taxes...........     546,395      463,207
                                              ----------  -----------
     Total Current Liabilities..............   4,603,976    4,618,086

Long-term debt..............................   8,607,457    9,973,240
Accumulated postretirement benefit  
     obligation.............................     707,213      696,814 
Other noncurrent liabilities................   2,080,876    1,809,153 
Minority interests..........................     342,392      323,418 

STOCKHOLDERS' EQUITY
$2 convertible preferred stock,
     par value $2.50 per share.............. $        90  $        91 
Common stock, par value $.33-1/3 per share..     102,451      101,994 
Additional paid-in capital..................   1,096,155    1,020,658 
Retained earnings...........................   4,022,914    3,226,100 
Currency translation adjustments............     (62,690)     (94,742)
                                             -----------  -----------
     Total Stockholders' Equity.............   5,158,920    4,254,101 
                                             -----------  -----------
                                             $21,500,834  $21,674,812 
                                             ===========  ===========
     The accompanying notes are an integral part of these balance sheets.

                                    -3-
<PAGE>
             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF INCOME 
                    (In Thousands Except Per Share Amounts)


                                               Three Months Ended March 31,   
                                                            
                                                  1995            1994 
                                               ----------      ----------
Net sales...............................       $3,491,029      $2,144,045
                                               ----------      ---------- 
Cost of goods sold......................        1,245,028         657,465
Selling, administrative and general
  expenses..............................        1,245,286         732,682
Research and development expenses.......          320,188         172,904
Other (income) expense, net.............         (846,117)          3,493
                                               ----------      ----------
Income before federal and foreign taxes.        1,526,644         577,501

Provision for taxes.....................          504,024         161,701
                                               ----------      ---------- 
Net income..............................       $1,022,620      $  415,800
                                               ==========      ==========
Net income per share of common stock....       $     3.33      $     1.34
                                               ==========      ==========  

Dividends per share of common stock.....       $     0.75      $     0.73
                                               ==========      ==========
Average number of common shares and 
  common share equivalents of preferred 
  stock outstanding during the period 
  used in the computation of net income 
  per share.............................          306,814         309,900




The accompanying notes are an integral part of these statements.

                                     -4-
<PAGE>
             AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF RETAINED EARNINGS 
                        AND ADDITIONAL PAID-IN CAPITAL
                                (In Thousands)

                                            Three Months Ended March 31,
RETAINED EARNINGS                               1995           1994
                                             ----------     ----------
   Balance, beginning of period              $3,226,100     $2,884,244      
                                                       
   Add: Net income                            1,022,620        415,800
                                             ----------     ----------
                                              4,248,720      3,300,044
                                             ----------     ----------

   Less: Cash dividends declared                229,829        226,510
         Cost of treasury stock acquired,       
           less amounts charged to capital        1,200        155,233
                                             ----------     ----------   
                                                231,029        381,743
                                             ----------     ----------
   Unrealized gain (loss) on marketable 
         securities                               5,223         (4,343)
                                             ----------     ----------
   Balance, end of period                    $4,022,914     $2,913,958
                                             ==========     ==========


ADDITIONAL PAID-IN CAPITAL

   Balance, beginning of period              $1,020,658     $1,014,911

   Add: Excess over par value of common     
          stock issued                           75,645         13,490

   Less: Cost of treasury stock acquired, 
          less amounts charged to retained    
          earnings                                  148         22,184      
                                             ----------     ----------
   Balance, end of period                    $1,096,155     $1,006,217
                                             ==========     ==========



The accompanying notes are an integral part of these statements.

                                       -5-
<PAGE>
               AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                 (In Thousands)

                                               Three Months Ended March 31,
                                                    1995         1994   
                                                 ----------   ----------
Operating Activities
- --------------------
Net income...................................    $1,022,620   $  415,800
Adjustments to reconcile net income to net
  cash provided from/(used for) operating 
  activities:
  Gain on sale of oral health care business..      (959,845)         -
  Depreciation and amortization..............       169,588       64,842
  Deferred income taxes......................       (27,202)      10,863 
  Changes in working capital, net............      (480,634)     (94,643)
  Other items, net...........................       218,493      (74,827)
                                                 ----------   ----------
Net cash provided from/(used for)
  operating activities.......................       (56,980)     322,035
                                                 ----------   ----------
Investing Activities
- --------------------
Purchases of property, plant and equipment...      (163,049)     (87,133)
Sale/(acquisition) of businesses for cash,net
  of cash....................................     1,033,559      (22,238)
Proceeds of marketable securities, net.......         2,968        2,156      
Proceeds from sales of other assets..........        58,200        1,239      
                                                 ----------   ----------
Net cash provided from/(used for)
  investing activities.......................       931,678     (105,976)
                                                 ----------   ----------
Financing Activities
- --------------------
Dividends paid...............................      (229,829)    (226,510)
Net repayments of debt.......................    (1,371,090)        (644)
Purchases of treasury stock..................        (1,356)    (178,404)
Exercise of stock options....................        69,480        9,735
                                                 ----------   ----------
Net cash used for financing activities.......    (1,532,795)    (395,823)
                                                 ----------   ----------
Effects of exchange rates on cash balances...         8,765        3,113 
                                                 ----------   ----------
Decrease in cash and cash equivalents........      (649,332)    (176,651)
Cash and cash equivalents, beginning 
  of period..................................     1,696,204    1,936,834
                                                 ----------   ----------
Cash and cash equivalents, end of period.....    $1,046,872   $1,760,183
                                                 ==========   ==========

The accompanying notes are an integral part of these statements. 

Supplemental Information
- ------------------------
  Interest payments                              $  204,548   $   12,823
  Income tax payments                               249,516      141,630

                                       -6-
<PAGE>
           AMERICAN HOME PRODUCTS CORPORATION AND SUBSIDIARIES
                                    
          NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


Note 1.   In January 1995, the Company sold its South American
          oral health care business for approximately $1.04
          billion.  The net proceeds from the sale were used
          primarily to reduce the debt relating to the Cyanamid
          acquisition.  Other (income) expense, net, for the
          first quarter of 1995 includes a pre-tax gain of $959.8
          million related to the sale.  Net income and net income
          per share for the first quarter of 1995 include an
          after-tax gain of $623.8 million or $2.03 per share
          related to this transaction.

                                   -7-
<PAGE>
       Management's Discussion and Analysis of Financial Condition
                                    
                        and Results of Operations
                                    
                    Three Months Ended March 31, 1995
                                    
                                    
                                    
Results of Operations
- ---------------------
Effective December 1, 1994, the Company completed the acquisition
of American Cyanamid Company (Cyanamid).  As a result,
significant variations exist when the first quarter of 1995 is
compared to the first quarter of 1994 since the Company's
operating results for the first quarter of 1995 reflect
Cyanamid's operating results and related acquisition interest
expense and goodwill amortization.  Accordingly, management's
discussion and analysis of results of operations for the first
quarter of 1995 has been presented, for the most part, on a "pro
forma basis" assuming the Cyanamid acquisition had taken place on
January 1, 1994.  

Assuming the American Cyanamid acquisition had taken place as of
January 1, 1994, and excluding the sales of businesses disposed
of in 1994 and 1995, consolidated net sales would have increased
7% for the first quarter of 1995 on a pro forma basis.  This
increase is comprised of unit volume growth of 3%, price
increases of 2% and favorable foreign exchange of 2%.  Pro forma
health care product segment sales would have increased 4%,
agricultural product sales would have increased 31% and food
product sales would have decreased 9% in the first quarter of
1995 over the prior year amounts.

The following table sets forth net sales results by major product
category and business segment together with percentage changes of
the reported and pro forma net sales:

                           Three Months    As Reported Pro Forma
($ in Millions)           Ended March 31,   %Increase  %Increase
Net Sales to Customers    1995       1994   (Decrease) (Decrease)
- ----------------------  --------   -------- ----------  ---------
Health Care Products
  Pharmaceuticals       $1,954.2   $1,272.8     54%         7%
  Consumer Health Care     477.6      444.0      8%        (6)%
  Medical Supplies and
    Diagnostics            282.2      215.7     31%         6%
                        --------   --------       
Total Health Care        2,714.0    1,932.5     40%         4%

Agricultural Products      584.9        -        -         31%

Food Products              192.1      211.5     (9)%       (9)%
                        --------   --------       
Consolidated Net Sales  $3,491.0   $2,144.0     63%         7%
                        ========   ========

The following sales variation explanations by business lines are
presented on a pro forma basis:

                                   -8-
<PAGE>
       Management's Discussion and Analysis of Financial Condition
                                    
                        and Results of Operations
                                    
                    Three Months Ended March 31, 1995
                                    
                                    
                                    
     Worldwide pharmaceutical sales would have increased 7% for
     the 1995 first quarter.  U.S. pharmaceutical sales would
     have been level with 1994 first quarter results as unit
     volume decreases of 2% were offset by price increases of 2%. 
     Growth in the U.S. attributable to increased sales of
     PREMARIN, including the launch of PREMPRO and PREMPHASE,
     anti-inflammatory and oral contraceptive products, and
     Genetics Institute, Inc.'s recombinant antihemophilic factor
     (rAHF) was offset by lower sales of NORPLANT, ATIVAN,
     SUPRAX, vaccines, and cardiovascular and infant nutritional
     products.  International pharmaceutical sales would have
     increased 18% for the 1995 first quarter due to increased
     sales of infant nutritional products, PREMARIN, oral
     contraceptives, veterinary products, and TAZOCIN, the launch
     of LANSOPRAZOLE in the U.K., and favorable foreign exchange
     rates.  The increase in international pharmaceutical sales
     consisted of unit volume growth of 8%, price increases of 4%
     and favorable foreign exchange of 6%.

     Worldwide consumer health care sales would have decreased 6%
     versus 1994 first quarter results.  U.S. consumer health
     care sales would have decreased 12% for the 1995 first
     quarter due to decreases in the analgesics, cough/cold,
     vitamins and asthma relief product lines.  The decrease was
     due primarily to the timing of certain promotional programs,
     particularly in the analgesics and cough/cold product lines,
     and consisted of unit volume decreases of 14% partially
     offset by price increases of 2%.  International consumer
     health care sales would have increased 15% for the 1995
     first quarter due primarily to increased sales of analgesics
     and vitamins, and favorable foreign exchange rates.  The
     increase in international consumer health care sales
     consisted of unit volume growth of 9%, price increases of 3%
     and favorable foreign exchange of 3%.

     Worldwide medical supplies and diagnostic product sales
     would have increased 6%.  U.S. medical sales would have
     increased 4% in the 1995 first quarter due primarily to unit
     volume growth of tubes and catheters, tympanic thermometry
     products, and surgical devices, offset, in part, by the
     discontinuation of the Davis & Geck endosurgery product
     line.  International medical sales would have increased 10%
     due principally to sales growth in tubes and catheters, and
     tympanic thermometry products, as well as favorable foreign
     exchange rates.  The increase in international medical sales
     consisted of unit volume growth of 5% and favorable foreign
     exchange of 8% which were partially offset by price
     decreases of 3%.

                                   -9-
<PAGE>
       Management's Discussion and Analysis of Financial Condition
                                    
                        and Results of Operations
                                    
                    Three Months Ended March 31, 1995
                                    
                                    

     Worldwide agricultural product sales would have increased
     31% in the 1995 first quarter.  U.S. sales would have
     increased 8% due primarily to higher sales of PURSUIT, PROWL
     and SCEPTER herbicides due, in part, to favorable weather
     conditions in the U.S. which allowed for early shipments in
     advance of anticipated plantings.  The increase in U.S.
     agricultural sales consisted of unit volume growth of 7% and
     price increases of 1%.  International sales would have
     increased 87% due primarily to the effect of the acquisition
     of the international crop protection business from Shell,
     higher sales of PURSUIT, PROWL and SCEPTER herbicides, and
     favorable foreign exchange rates.  On a pro forma basis, the
     increase in international agricultural product sales
     consisted of unit volume growth of 75%, price increases of
     1% and favorable foreign exchange of 11%.  Due to the
     seasonality of the Agricultural Products business, which is
     concentrated primarily in the first six months of the year,
     Agricultural Products sales and results of operations in the
     first quarter of 1995 may not be indicative of the results
     to be expected in subsequent fiscal quarters or for the full
     year.

     Sales of food products decreased 9% in the first quarter due
     principally to decreased sales of PAM, CHEF BOYARDEE canned
     pasta and POLANER due primarily to the timing and extent of
     trade incentives and product introductions.  The decrease in
     sales of food products consisted of unit volume decreases of
     11% which were partially offset by price increases of 2%.

The table below presents comparative first quarter net sales by
geographic segments.  On a pro forma basis, the increase in
foreign geographic segments, in particular, Europe and Africa, is
due primarily to higher international sales of pharmaceutical and
agricultural products, as well as favorable foreign exchange
rates.
                           Three Months    As Reported Pro Forma
($ in Millions)           Ended March 31,   %Increase  %Increase
Net Sales to Customers    1995      1994    (Decrease) (Decrease)
- ----------------------  --------  --------  ---------- ----------
U.S.                    $2,170.3  $1,494.6      45%       (2)%
Canada and Latin America   336.9     231.1      46%       18%
Europe and Africa          736.7     293.0     151%       28%
Asia and Australia         247.1     125.3      97%       30%
                        --------  --------    
Consolidated Net Sales  $3,491.0  $2,144.0      63%        7%
                        ========  ========

On a pro forma basis, cost of goods sold, as a percentage of net
sales, increased to 35.7% in the first quarter of 1995 versus
34.0% in the first quarter of 1994 due primarily to a change in 

                                  -10-
<PAGE>
       Management's Discussion and Analysis of Financial Condition
                                    
                        and Results of Operations
                                    
                    Three Months Ended March 31, 1995
                                    
                                    
                                    
product mix related to products acquired from Cyanamid,
principally international crop protection products.

On a pro forma basis, selling, administrative and general
expenses, as a percentage of net sales, decreased to 35.7% in the
first quarter of 1995 compared to 36.5% in the first quarter of
1994 due primarily to lower selling and marketing expenses.

Research and development expense of $320.2 million in the 1995
first quarter is comparable to the prior year amount on a pro
forma basis.

Income before taxes increased in the first quarter of 1995
compared to the first quarter of 1994 due primarily to the pre-
tax gain of $959.8 million on the sale of the South American oral
health care business in January 1995.  In the segment tables
below, $814.9 million of this gain is included in Health Care
Products and Canada and Latin America; the remaining $144.9
million is included in Corporate and United States.  Excluding
this gain, income before taxes would have been $566.8 million in
the first quarter of 1995 versus $577.5 million in 1994. 
Cyanamid's income before taxes for the first quarter of 1995 was
more than offset by acquisition related interest expense and
goodwill amortization.  These charges have been included in
Corporate and United States in the segment tables below until the
evaluation of fair values is finalized.
                                     Three Months
($ in Millions)                     Ended March 31,
Income Before Taxes                 1995       1994
- -------------------               --------    ------
Health Care Products              $1,433.7    $542.3
Agricultural Products                143.5       -  
Food Products                         10.6      20.7
Corporate                            (61.2)     14.5
                                  --------    ------
Consolidated Income Before Taxes  $1,526.6    $577.5
                                  ========    ======  

                                     Three Months
($ in Millions)                     Ended March 31,
Income Before Taxes                 1995       1994
- -------------------               --------    ------
United States                     $  479.6    $432.0
Canada and Latin America             884.9      65.6
Europe and Africa                    120.8      58.7
Asia and Australia                    41.3      21.2
                                  --------    ------
Consolidated Income Before Taxes  $1,526.6    $577.5
                                  ========    ======


                                     -11-
<PAGE>
         Management's Discussion and Analysis of Financial Condition
                                       
                          and Results of Operations
                                       
                      Three Months Ended March 31, 1995
                                       
                                       
                                       
Net income and net income per share increased for the 1995 first
quarter compared to last year due to the after-tax gain on the sale of
the oral health care business of $623.8 million or $2.03 per share. 
Excluding this gain, net income and net income per share would have
been $398.8 million or $1.30 per share in 1995 versus $415.8 million
or $1.34 per share in 1994.  The lower results were due to the
dilutive impact of the Cyanamid acquisition.  The dilution for the
first quarter of 1995 of approximately $.09 per share may not be
indicative of the anticipated dilution in subsequent fiscal quarters
or for the full year.  On a pro forma basis, net income and net income
per share in the first quarter of 1994 would have been $367.4 million
or $1.19 per share.  The higher pro forma results for the first
quarter of 1995 were due primarily to increased sales of
pharmaceuticals and agricultural products.

Other (income) expense, net in the Consolidated Condensed Statements
of Income is summarized as follows:

                                 Three Months Ended March 31,          
      (In thousands)                  1995         1994
                                   ---------     --------  
       Interest Income..........   $ (42,067)    $(24,485)
       Interest Expense.........     183,139       16,568
       Foreign exchange
          and other.............     (14,987)      15,963
       Gain on the sale of oral 
          health care business..    (959,845)         -
       Gain on sales of other 
          assets................     (12,357)      (4,553)
                                   ---------     --------
       Total....................   $(846,117)    $  3,493
                                   =========     ========    


Health Care Reform and Competition
- ----------------------------------
U.S. health care costs will continue to be a subject of debate by
the Congress in 1995.  Similarly, in international markets,
health care spending is subject to increasing governmental
scrutiny, much of which is focused on pharmaceutical prices. 
While the Company cannot predict the impact proposed health care
legislation will have on the Company's worldwide results of
operations, the Company believes that the pharmaceutical industry
will continue to play a very positive role in helping to contain
global health care costs through the development of innovative
products.  However, it is expected that global market forces will
continue to constrain price growth throughout 1995 and beyond.

The Company is not dependent on any one patent-protected product
or line of products for a substantial portion of its revenues or
profits.  However, PREMARIN, the Company's conjugated estrogens

                                  -12-
<PAGE>
       Management's Discussion and Analysis of Financial Condition
                                    
                        and Results of Operations
                                    
                    Three Months Ended March 31, 1995
                                    
                                    
                                    
product, which has not had patent protection for many years, does
contribute significantly to sales and, more significantly, to
profits.  For further discussion on PREMARIN, see Item 1,
Competition of the Company's 1994 Annual Report on Form 10-K.
- -----------

Liquidity, Financial Condition and Capital Resources
- ----------------------------------------------------
Cash and cash equivalents decreased $649 million in the first
quarter of 1995 to $1.0 billion.  Cash flow from the sale of
businesses and other assets of $1.1 billion and available cash
and cash equivalents were used principally for dividend payments
of $230 million, long-term debt reduction of $1.4 billion and
capital expenditures of $163 million.  Due to the seasonality of
the Agricultural Products business, a significant portion of the
annual domestic sales are recorded in the first six months of the
year, however, related accounts receivable are not collected
until the second and third fiscal quarters.  As a result, cash
flows from operating activities in the first quarter of 1995 are
not indicative of the results to be expected in subsequent fiscal
quarters or for the full year.

Capital expenditures included the expansion of the Company's
research and development facilities and continued strategic
investments in manufacturing/distribution facilities worldwide.

In February 1995, the Company issued, under a $3.5 billion shelf
registration statement, $1.0 billion of 7.70% notes due February
2000 and $1.0 billion of 7.90% notes due February 2005.  Net
proceeds from these issuances were used to repay commercial
paper.  The notes are unsecured and unsubordinated and may not be
redeemed prior to maturity.  In connection with the $2.0 billion
note issue, the Company terminated $2.0 billion of interest rate
swap agreements.  The effect of terminating these swap agreements
was deferred and will be amortized to interest expense over the
five- and ten-year terms of the related notes.

The Company has established aggressive objectives in order to
reduce its current debt position, including, but not limited to,
the sale of non-strategic assets.  Cost savings as a result of
synergies from the Cyanamid acquisition, which began in the first
quarter of 1995, are expected to substantially increase operating
cash flows.  Therefore, management is confident that the cash
flows from the combined businesses will be adequate to repay both
the principal and interest on the acquisition financing without
requiring the disposition of any significant strategic core
businesses or assets and, further, to allow the Company to
continue to fund its operations, pay dividends and maintain its
ongoing programs of capital expenditures without restricting its
ability to make further acquisitions as may be appropriate.

                                  -13-
<PAGE>
                        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, the most significant of which are
          described in the Company's Annual Report on Form 10-K
          for the year ended December 31, 1994.  Additional
          lawsuits have been filed alleging injuries as a result
          of use of the NORPLANT SYSTEM, the Company's
          implantable contraceptive containing levonorgestrel,
          and there are currently pending 182 lawsuits in federal
          and state courts in 32 states and the District of
          Columbia.  Forty-six of these cases have been filed as
          class actions and the remainder are proceeding as
          individual suits.

          In the opinion of the Company, although the outcome of
          any litigation cannot be predicted with certainty, the
          ultimate liability of the Company in connection with
          pending litigation 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
               -----------          ------------  
               (27)                 Financial Data Schedule

          b)   Reports on Form 8-K
               --------------------
               The Company did not file any reports on Form 8-K
               during the quarter covered by this report.

                                  -14-
<PAGE>
                                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/ John R. Considine              
                            John R. Considine
                        Vice President - Finance
                       (Duly Authorized Signatory
                      and Chief Accounting Officer)


Date: May 15, 1995

                                  -15-
<PAGE>
                              Exhibit Index
                              -------------
                                    
  Exhibit No.       Description
  -----------       -----------
 (27)               Financial Data Schedule

                                  Ex-1
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5                          
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
         EXTRACTED FROM THE AMERICAN HOME PRODUCTS CORPORATION
         AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEET AS
         OF MARCH 31, 1995 AND CONSOLIDATED CONDENSED INCOME
         STATEMENT FOR THE THREE MONTHS ENDED MARCH 31, 1995,
         AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
         FINANCIAL STATEMENTS.

<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                       1,046,872
<SECURITIES>                                   250,056
<RECEIVABLES>                                2,746,449
<ALLOWANCES>                                         0
<INVENTORY>                                  2,301,982
<CURRENT-ASSETS>                             7,636,002
<PP&E>                                       5,535,252
<DEPRECIATION>                               1,685,736
<TOTAL-ASSETS>                              21,500,834
<CURRENT-LIABILITIES>                        4,603,976
<BONDS>                                      8,607,457  
<COMMON>                                       102,451
                                0
                                         90
<OTHER-SE>                                   5,056,379
<TOTAL-LIABILITY-AND-EQUITY>                21,500,834
<SALES>                                      3,491,029
<TOTAL-REVENUES>                             3,491,029
<CGS>                                        1,245,028
<TOTAL-COSTS>                                2,810,502
<OTHER-EXPENSES>                              (846,117)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,526,644
<INCOME-TAX>                                   504,024
<INCOME-CONTINUING>                          1,022,620
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,022,620
<EPS-PRIMARY>                                     3.33
<EPS-DILUTED>                                        0
        

</TABLE>


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