=====================================================================
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, 1996
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
(Full title of the Plan)
AMERICAN HOME PRODUCTS CORPORATION
(Name of Issuer of the securities held pursuant to the Plan)
Five Giralda Farms
Madison, New Jersey 07940
(Address of principal executive office)
=====================================================================
<PAGE>
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.
AMERICAN HOME PRODUCTS CORPORATION
By: /s/ John R. Considine
John R. Considine
Vice President - Finance
Date: June 25, 1997
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
American Home Products Corporation Savings Plan Committee has duly caused this
annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
By: /s/ Thomas M. Nee
Thomas M. Nee
Chairman of the American Home
Products Corporation Savings
Plan Committee
Date: June 25, 1997
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996 AND 1995
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 045
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
DECEMBER 31, 1996 AND 1995
INDEX
PAGE
Report of Independent Public Accountants
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1996 and 1995 1 - 2
Statement of Changes in Net Assets Applicable
to Participants' Equity for the Year Ended
December 31, 1996 3
Notes to Financial Statements 4 - 8
Supplemental Schedules:
I. Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1996 9 - 10
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1996 11
Consent of Independent Public Accountants
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Participants and Savings Plan Committee of the American Home Products
Corporation Savings Plan:
We have audited the accompanying statements of net assets applicable to
participants' equity of the American Home Products Corporation Savings Plan as
of December 31, 1996 and 1995, and the related statement of changes in net
assets applicable to participants' equity for the year ended December 31, 1996.
These financial statements and the supplemental schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets applicable to participants' equity of the
American Home Products Corporation Savings Plan as of December 31, 1996 and
1995, and the changes in net assets applicable to participants' equity for the
year ended December 31, 1996, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are 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 fund information in the
statements of net assets applicable to participants' equity and statement of
changes in net assets applicable to participants' equity is presented for
purposes of additional analysis rather than to present the net assets applicable
to participants' equity and statement of changes in net assets applicable to
participants' equity of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
New York, New York
June 17, 1997
<PAGE>
[CAPTION]
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1996
<TABLE>
Fidelity
Fidelity International
Interest AHPC Common Magellan Fidelity Growth&Income
Income Fund Stock Fund Fund Balanced Fund Fund
<S> <C> <C> <C> <C> <C>
Cash and Cash
Equivalents $16,207,238 $3,961,960 $0 $0 $0
Investments, at
Market Value 0 367,146,541 80,661,633 112,700,481 26,470,820
Group Annuity and
Other Investment
Contracts, at
Market Value 526,842,569 0 0 0 0
Receivable from Employer 1,550,039 1,884,720 772,297 472,789 246,850
Loans to Plan
Participants 0 0 0 0 0
_____________________________________________________________________________________
Net Assets
Applicable to
Participants'
Equity $544,599,846 $372,993,221 $81,433,930 $113,173,270 $26,717,670
=====================================================================================
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
- 1 -
<PAGE>
- -Continued from the above page-
[CAPTION]
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1996
<TABLE>
Fidelity
U.S. Equity
Index Portfolio Loan Fund Total Funds
<S> <C> <C> <C>
Cash and Cash
Equivalents $0 $0 $20,169,198
Investments, at
Market Value 214,614,537 0 801,594,012
Group Annuity and
Other Investment
Contracts, at
Market Value 0 0 526,842,569
Receivable from Employer 888,872 0 5,815,567
Loans to Plan
Participants 0 37,843,907 37,843,907
_________________________________________________________
Net Assets
Applicable to
Participants'
Equity $215,503,409 $37,843,907 $1,392,265,253
==========================================================
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
<PAGE>
[CAPTION]
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1995
<TABLE>
Fidelity Fidelity
Fidelity International U.S. Equity
Interest AHPC Common Magellan Fidelity Growth&Income Index
Income Fund Stock Fund Fund Balanced Fund Fund Portfolio
<S> <C> <C> <C> <C> <C> <C>
Cash and Cash
Equivalents $4,499,107 $1,929,783 $0 $0 $0 $0
Investments, at
Market Value 0 232,297,997 44,834,055 44,034,653 8,266,895 55,970,100
Group Annuity and
Other Investment
Contracts, at
Market Value 318,631,790 0 0 0 0 0
Receivable from Cyanamid
Employees' Savings Plan
(Note 1) 0 0 0 0 0 0
Receivable from Employer 2,680,236 959,705 437,319 913,610 111,021 1,242,319
Loans to Plan
Participants 0 0 0 0 0 0
____________________________________________________________________________________________
Net Assets
Applicable to
Participants'
Equity $325,811,133 $235,187,485 $45,271,374 $44,948,263 $8,377,916 $57,212,419
===============================================================================================
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
[CAPTION]
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
AS OF DECEMBER 31, 1995
<TABLE>
Receivable
from Cyanamid
Employees'
Savings Plan Loan Fund Total Funds
<S> <C> <C> <C>
Cash and Cash
Equivalents $0 $0 $6,428,890
Investments, at
Market Value 0 0 385,403,700
Group Annuity and
Other Investment
Contracts, at
Market Value 0 0 318,631,790
Receivable from Cyanamid Employees'
Savings Plan (Note 1) 462,615,394 0 462,615,394
Receivable from Employer 0 0 6,344,210
Loans to Plan
Participants 0 27,257,838 27,257,838
______________________________________________________________
Net Assets
Applicable to
Participants'
Equity $462,615,394 $27,257,838 $1,206,681,822
===============================================================
</TABLE>
The accompanying notes to financial statements are an integral part
of this statement.
- 2 -
<PAGE>
[CAPTION]
American Home Products Corporation Savings Plan
Statement of Changes in Net Assets Applicable to Participants' Equity
For the year ended December 31, 1996
<TABLE>
Fidelity
Interest Fidelity International Fidelity U.S.
Income AHPC Common Magellan Fidelity Growth and Equity Index
Fund Stock Fund Fund Balanced Fund Income Fund Portfolio
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Participant Contributions $26,186,239 $21,513,365 $15,654,050 $9,898,856 $4,113,721 $15,836,692
Employer Contributions 8,914,843 9,104,680 3,805,341 2,011,903 1,036,977 3,664,917
Dividend Income on Investments 0 8,695,727 10,432,131 5,630,600 859,500 5,313,148
Interest on Group Annuity and Other
Investment Contracts and Cash
Equivalents 35,284,826 256,891 0 42,406 0 34,296
Net Appreciation
(Depreciation) on Investments 134,732 52,615,615 (2,912,889) 3,294,897 1,563,300 32,207,129
Loans Originated (8,583,352) (5,586,794) (1,099,399) (1,147,978) (229,498) (1,822,448)
___________________________________________________________________________________________
Total Additions 61,937,288 86,599,484 25,879,234 19,730,684 7,344,000 55,233,734
DEDUCTIONS:
Distributions to Participants (53,862,896) (13,804,019) (2,303,728) (8,972,493) (483,985) (10,082,348)
Loan Repayments, including interest
7,070,779 3,802,297 1,091,334 1,191,800 274,372 1,764,715
Transfer in (out) of Plan, net
(Note 1) 284,731 (686,227) (227,225) (347,936) (43,939) (389,336)
___________________________________________________________________________________________
Total Deductions (46,507,386) (10,687,949) (1,439,619) (8,128,629) (253,552) (8,706,969)
Net Additions Prior to Interfund 15,429,902 75,911,535 24,439,615 11,602,055 7,090,448 46,526,765
Transfers
Transfers Between Funds (Note 1) 203,358,811 61,894,201 11,722,941 56,622,952 11,249,306 111,764,225
Net Additions (Deductions) 218,788,713 137,805,736 36,162,556 68,225,007 18,339,754 158,290,990
Net Assets Applicable to Participants'
Equity:
Beginning of year 325,811,133 235,187,485 45,271,374 44,948,263 8,377,916 57,212,419
___________________________________________________________________________________________
End of year $544,599,846 $372,993,221 $81,433,930 $113,173,270 $26,717,670 $215,503,409
===========================================================================================
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
- 3 -
<PAGE>
- -continuation of the above page-
[CAPTION]
American Home Products Corporation Savings Plan
Statement of Changes in Net Assets Applicable to Participants' Equity
For the year ended December 31, 1996
<TABLE>
Receivable
from Cyanamid
Employees'
Savings Plan Loan Fund Total Funds
<S> <C> <C> <C>
ADDITIONS:
Participant Contributions $0 $0 $93,202,923
Employer Contributions 0 0 28,538,661
Dividend Income on Investments 0 0 30,931,106
Interest on Group Annuity and Other
Investment Contracts and Cash
Equivalents 0 0 35,618,419
Net Appreciation
(Depreciation) on Investments 0 0 86,902,784
Loans Originated 0 18,469,469 0
_________________________________________________
Total Additions 0 18,469,469 275,193,893
DEDUCTIONS:
Distributions to Participants 0 (1,580,640) (91,090,109)
Loan Repayments, including interest 0 (12,307,412) 2,887,885
Transfer in (out) of Plan, net (Note 1 ) 0 1,694 (1,408,238)
_________________________________________________
Total Deductions 0 (13,886,358) (89,610,462)
Net Additions Prior to Interfund Transfers 0 4,583,111 185,583,431
Transfers Between Funds (Note 1) (462,615,394) 6,002,958 0
Net Additions (Deductions) (462,615,394) 10,586,069 185,583,431
Net Assets Applicable to Participants'
Equity:
Beginning of year 462,615,394 27,257,838 1,206,681,822
_________________________________________________
End of year $0 $37,843,907 $1,392,265,253
=================================================
</TABLE>
The accompanying notes to financial statements are an integral
part of this statement.
- - 3 -
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - PLAN DESCRIPTION
The following description of the American Home Products Corporation Savings
Plan (the "Plan") only provides general information. Participants of the Plan
should refer to the Plan document for a more detailed and complete description
of the Plan's provisions.
General
The Plan, a defined contribution profit-sharing plan, was approved and adopted
by the Board of Directors of American Home Products Corporation ("AHPC" or the
"Company") and became effective on April 1, 1985. Full or part-time (U.S.
paid) employees of the Company and its participating subsidiaries who are not
subject to a collective bargaining agreement (non-union) are eligible to
participate in the Plan after age 21, as defined in the Plan. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA") and the Internal Revenue Code (the "Code").
Effective December 31, 1995, the non-union participants ("transferred
participants") of the Cyanamid Employees' Savings Plan (the "ACY Plan") were
included in the Plan. The assets attributable to these participants were
reflected as a receivable from the ACY Plan at December 31, 1995. On January
3, 1996, the Plan received amounts due from the ACY Plan from various funds
within The Vanguard Group and subsequently invested them in the Interest
Income Fund, the Fidelity Balanced Fund and the Fidelity U.S. Equity Index
Portfolio. Thereafter, the transferred participants could elect to transfer
their account balances into the other investment options, in accordance with
the Plan provisions. The transferred participants account balances became
vested at the date of transfer. Future Company matching contributions will
vest according to the Plan's provisions.
The assets attributable to the participants from Symbiosis Corporation were
transferred out of the Plan in July 1996 as a result of the sale of that
business in March 1996. The assets attributable to the participants of the
Foods business were transferred out of the Plan in March 1997 as a result of
the Company's sale of the majority interest in that business. AHPC acquired
the remaining equity interest in Genetics Institute, Inc. in December 1996.
Accordingly, the Company expects to amend the Plan in 1997 and merge the
Genetics Institute 401(k) Savings & Investment Plan into this Plan.
-4-
<PAGE>
Contributions
Participants may elect to make contributions to the Plan in whole percentages up
to a maximum of 16% of their 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. AHPC will contribute an
amount equal to 50% of the participant's contributions to the Plan for
contributions up to 6% of the participant's compensation. 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.
Vesting and Separation From Service
Participants are fully vested at all times in their salary deferral and after-
tax contributions. A participant is also fully vested in Company matching
contributions if the participant has at least five years of continuous service,
as defined. If participants have less than five years of continuous service,
such participants become vested in the matching contribution according to the
following:
Vesting
Years of Continuous Service Percentage
1 year completed 0%
2 years completed 25%
3 years completed 50%
4 years completed 75%
5 years completed 100%
Regardless of the number of years of continuous service, participants shall be
fully vested in their matching contribution account upon reaching their 65th
birthday or upon death, if earlier.
The non-vested portion of the matching contribution is forfeited and becomes
available to satisfy future Company matching contributions, if employment is
terminated prior to full vesting.
Distributions
Participants are entitled to withdraw all or any portion of their after-tax
contribution account. 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
-5-
<PAGE>
need, as determined by the AHPC Savings Plan Committee (the "Committee").
Participants are limited to one hardship and one non-hardship withdrawal each
year. Participants cannot make a hardship withdrawal of the earnings on before-
tax account balances which were credited on or after January 1, 1988.
Upon termination of employment, participants are entitled to a lump sum
distribution of their vested account balance. An election can be made to defer
the distribution if the participant's account balance is greater than $3,500 and
the participant is less than 70 1/2 years of age.
At December 31, 1996 and 1995, approximately $28,648,000 and $31,701,000,
respectively, of the net assets are applicable to participants' equity
representing the accumulated vested benefits of participants who have withdrawn
from the Plan but have not yet been paid.
Loans
Employees 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. Each
loan is secured by the borrower's vested interest in their account balance.
Participants may have outstanding up to two general purpose loans and one loan
to acquire or construct a principal residence. All loans must be repaid within 5
years except for those used to acquire or construct a principal residence, which
must be repaid within 15 years. Defaults on participants' loans during the year
are treated as withdrawals and are fully taxable to the participants. The
interest rate charged will be one which provides a return commensurate with a
market rate, or such other rate as permitted by government regulations.
Amendment to the Plan
The Plan was amended in 1995 in connection with the ACY Plan transfer of assets
and liabilities to the Plan, in order to protect the benefits and rights
attributable to the transferred participants and effect certain other
administrative changes.
NOTE 2 - ACCOUNTING POLICIES
Investment Valuation
AHPC's common stock is recorded at fair market value at December 31. Shares in
the Fidelity Funds are recorded at fair market value, which is based on their
published net asset value at December 31. The contracts comprising the Interest
Income Fund are recorded at market value based upon information provided by the
Fidelity Management Trust Company (the "Trustee").
-6-
<PAGE>
Investment transactions are recorded on a trade date basis. Net realized gains
and losses on investments are determined, for accounting purposes, on a moving
weighted average basis as of the trade date and are included in net
appreciation(depreciation)of investments in the accompanying financial
statements.
The net change in the difference between cost and current market value of
investments held is reflected in net appreciation(depreciation) of investments
in the statement of changes in net assets applicable to participants' equity.
Administrative Costs
All costs and expenses of administering the Plan are paid by AHPC.
Receivable from Employer
The receivable from the employer at December 31, 1996 and 1995 represents
employer and employee contributions and loan repayments withheld from employees
but not remitted to the Trustee until after the Plan's year-end.
Use of Estimates
The preparation of the Plan's financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclose contingent assets and liabilities at the date of the financial
statements and the reported amounts of additions and deductions during the
reporting period. Actual results may differ from these estimates.
NOTE 3 - INVESTMENT ELECTIONS
Participants can elect to invest amounts credited to their account in any of six
investment funds. Investment elections must be made in multiples of 10%.
Transfers between funds must be made in whole percentages and/or in an amount of
at least $250.
The six investment options are as follows:
Interest Income Fund - consists primarily of contracts issued by life
insurance companies which pay a specified rate of interest for a fixed
period of time and repay principal at maturity. The fund and its contracts
are not guaranteed by the Company or any other institution. However, the
Committee has established guidelines that provide that contracts be placed
with companies rated Aa3 or higher by Moody's and AA - or higher by Standard
& Poors. The interest rate payable to Plan participants in this fund will
be a rate which reflects a blend of the total investments made by the fund.
AHPC Common Stock 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 shares purchased at their direction under the
Plan.
-7-
<PAGE>
Fidelity Magellan Fund - consists of units in a mutual fund managed by
Fidelity Management & Research Company that seeks long-term capital
appreciation by actively managing investments in the stocks of companies
with above average growth potential.
Fidelity Balanced Fund - consists of units in a mutual fund managed by
Fidelity Management & Research Company which is invested in high yielding
securities, including common stocks, preferred stocks and bonds with at
least 25% of the fund's assets in fixed income senior securities.
Fidelity International Growth and Income Fund - consists of units invested
in a mutual fund managed by Fidelity Management & Research Company that
seeks long-term growth and current income by investing in assets, of which
at least 65% are in securities of issuers that have their principal
business activities outside of the United States.
Fidelity U.S. Equity Index Portfolio - consists of units in a mutual fund
managed by Fidelity Management & Research Company that seeks to provide
investment results that correspond to the total return performance of the
companies that make up the Standard & Poor's 500 Index.
NOTE 4 - MANAGEMENT OF THE PLAN
The Plan is administered by the Committee, which was appointed by the Board of
Directors of AHPC. Fidelity Management Trust Company was appointed by the
Committee as Trustee and recordkeeper.
NOTE 5 - FEDERAL INCOME TAX STATUS
The Plan obtained its latest determination letter on November 29, 1995, in which
the Internal Revenue Service stated that the Plan, as amended effective December
22, 1994, was in compliance with the applicable requirements of the Code. The
Plan has been amended since receiving the determination letter. However, the
plan administrator believes that the Plan, as currently designed, is being
operated in compliance with the applicable requirements of the Code.
NOTE 6 - PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts and are entitled to full
distribution of such amounts.
NOTE 7 - INVESTMENTS
[CAPTION]
The fair market value of individual investments that represent 5% or more of the
Plan's total net assets are as follows:
<TABLE>
1996 1995
<S> <C> <C>
AHPC Common Stock, 6,262,368 and
4,789,950 shares (adjusted for
April 24, 1996 stock split), respectively $367,146,541 $232,297,997
Fidelity Magellan Fund $80,661,633 -
Fidelity Balanced Fund $112,700,481 -
Fidelity U.S. Equity Index Portfolio $214,614,537 -
</TABLE>
-8-
<PAGE>
[CAPTION] SCHEDULE I
American Home Products Corporation Savings Plan
Item 27a - Schedule of Assets Held
for Investment Purposes
As of December 31, 1996
Employer Identification Number - 13-2526821
Plan Number - 045
<TABLE>
Identity of Issuer: Description of Cost/ Current
Investment Contract Value Value
<S> <C> <C> <C>
GROUP INVESTMENT CONTRACTS:
Allstate Life Insurance
GIC 6.30% Due 9/15/00 $5,407,428 $5,407,428
GIC 6.75% Due 3/15/01 25,750,980 25,750,980
American International Life
GIC 5.53% Due 12/15/97 34,799,120 34,799,120
GIC 5.53% Due 7/01/98 4,553,259 4,553,259
Hartford Life Insurance
GIC 4.93% Due 7/01/97 2,595,794 2,595,794
John Hancock Mutual LIfe
Insurance
GIC 6.00% Due 6/30/97 5,455,035 5,455,035
GIC 7.02% Due 7/01/98 5,209,785 5,209,785
GIC 7.25% Due 11/02/98 10,364,038 10,364,038
GIC 5.80% Due 12/15/00 35,949,782 35,949,782
GIC 7.05% Due 8/28/01 19,989,954 19,989,954
Metropolitan Life Insurance
GIC 6.64% Due 3/15/97 13,806,589 13,806,589
GIC 6.38% Due 6/15/97 23,275,570 23,275,570
GIC 5.71% Due 11/01/97 17,515,166 17,515,166
New York Life Insurance
GIC 5.60% Due 6/30/97 10,704,225 10,704,225
GIC 6.00% Due 12/30/97 21,366,622 21,366,622
GIC 7.47% Due 6/15/98 50,147,182 50,147,182
Pacific Mutual Life Insurance
GIC 6.06% Due 6/30/01 12,638,194 12,638,194
GIC 7.05% Due 6/13/02 4,878,707 4,878,707
Peoples Security Life
Insurance
GIC 8.15% Due 4/15/97 34,898,912 34,898,912
GIC 7.80% Due 3/15/98 11,862,445 11,862,445
GIC 6.10% Due 6/15/99 12,647,552 12,647,552
GIC 6.74% Due 6/15/00 24,769,839 24,769,839
Principal Mutual Life
Insurance
GIC 4.97% Due 7/01/97 3,475,491 3,475,491
GIC 4.97% Due 7/01/97 4,324,085 4,324,085
GIC 5.65% Due 9/30/97 30,488,119 30,488,119
GIC 6.40% Due 12/15/99 43,182,776 43,182,776
</TABLE>
- - 9 -
<PAGE>
[CAPTION] SCHEDULE I -
CONTINUED
American Home Products Corporation Savings Plan
Item 27a - Schedule of Assets Held
for Investment Purposes
As of December 31, 1996
Employer Identification Number - 13-2526821
Plan Number - 045
<TABLE>
Description of Cost/
Identity of Issuer: Investment Contract Value Current Value
<S> <C> <C> <C>
Group Investment Contracts
(Continued):
Provident Life GIC 5.51% Due 2/28/97 $8,197,084 $8,197,084
Prudential Insurance Company
of America GIC 7.80% Due 3/15/98 17,790,008 17,790,008
GIC 7.07% Due 11/02/98 10,444,145 10,444,145
Transamerica Life and
Annuity GIC 6.24% Due 9/15/97 20,354,683 20,354,683
___________ __________
Total Group Investment Contracts $526,842,569 $526,842,569
============ ============
*American Home
Products Corp.
Common Stock 6,262,368 shares $265,245,771 $367,146,541
============ ============
MUTUAL FUNDS:
Fidelity Management Trust Magellan Fund
Company 1,000,144 units $79,204,278 $80,661,633
=========== ===========
Fidelity Management Trust Balanced Fund
Company 8,004,295 units $107,353,425 $112,700,481
============ ============
Fidelity Management Trust International Growth and Income
Company Fund 1,354,006 units $24,857,973 $26,470,820
=========== ===========
Fidelity Management Trust U.S. Equity Index Portfolio
Company 7,963,434 units $176,155,567 $214,614,537
============ ============
LOANS RECEIVABLE:
Loans to Plan Rates ranging from 6.5% to 11.5%
Participants Due through 2011 $37,843,907 $37,843,907
=========== ===========
</TABLE>
* This represents a related party
transaction.
The accompanying notes to financial statements are an integral part
of this schedule.
- 10 -
<PAGE>
[CAPTION]
American Home Products Corporation Savings Plan
Item 27D - Schedule of Reportable Transactions (A)
for the year ended December 31, 1996
Employer Identification Number - 13-2526821
Plan Number - 045
<TABLE>
(F)EXPENSES
INCURRED
(A&B) IDENTITY OF PARTY AND (C) PURCHASE (D) SELLING (E) LEASE WITH
DESCRIPTION PRICE PRICE RENTALS TRANSACTION
<S> <C> <C> <C> <C>
AMERICAN HOME PRODUCTS
CORPORATION
COMMON STOCK
254 PURCHASES $182,208,111 $0 $0 $0
250 SALES 0 100,714,067 0 0
JOHN HANCOCK MUTUAL LIFE INSURANCE
4 PURCHASES $72,924,829 $0 $0 $0
5 MATURITIES 0 24,962,284 0 0
FIDELITY INSTITUTIONAL MONEY
MARKET FUND
227 PURCHASES $411,648,296 $0 $0 $0
240 MATURITIES 0 404,617,711 0 0
FIDELITY MAGELLAN FUND
254 PURCHASES $68,586,772 $0 $0 $0
252 SALES 0 29,931,487 0 0
FIDELITY BALANCED FUND
254 PURCHASES $114,990,726 $0 $0 $0
252 SALES 0 49,622,148 0 0
FIDELITY U.S. EQUITY INDEX PORTFOLIO
254 PURCHASES $180,619,499 $0 $0 $0
245 SALES 0 54,184,805 0 0
</TABLE>
(A) REPORTABLE TRANSACTIONS ARE THOSE PURCHASES AND SALES OF THE SAME SECURITY
WHICH, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED 5% OF THE TOTAL PLAN NET
ASSETS AS OF THE BEGINNING OF THE PLAN YEAR.
The accompanying notes to financial statements are an integral part
of this schedule.
- 11 -
<PAGE>
- -Continuation of the above page-
[CAPTION] SCHEDULE II
American Home Products Corporation Savings Plan
Item 27D - Schedule of Reportable Transactions (A)
for the year ended December 31, 1996
Employer Identification Number - 13-2526821
Plan Number - 045
<TABLE>
(H) CURRENT
VALUE OF
ASSET ON
(A&B) IDENTITY OF PARTY AND (G) COST OF TRANSACTION (I) NET GAIN
DESCRIPTION ASSET DATE (LOSS)
<S> <C> <C> <C>
AMERICAN HOME PRODUCTS
CORPORATION
COMMON STOCK
254 PURCHASES $182,208,111 $182,208,111 $0
250 SALES 80,410,033 100,714,067 20,304,034
JOHN HANCOCK MUTUAL LIFE INSURANCE
4 PURCHASES $72,924,829 $72,924,829 $0
5 MATURITIES 24,962,284 24,962,284 0
FIDELITY INSTITUTIONAL MONEY
MARKET FUND
227 PURCHASES $411,648,296 $411,648,296 $0
240 MATURITIES 404,617,711 404,617,711 0
FIDELITY MAGELLAN FUND
254 PURCHASES $68,586,772 $68,586,772 $0
252 SALES 31,062,110 29,931,487 (1,130,623)
FIDELITY BALANCED FUND
254 PURCHASES $114,990,726 $114,990,726 $0
252 SALES 50,170,304 49,622,148 (548,156)
FIDELITY U.S. EQUITY INDEX PORTFOLIO
254 PURCHASES $180,619,499 $180,619,499 $0
245 SALES 49,421,748 54,184,805 4,763,057
</TABLE>
(A) REPORTABLE TRANSACTIONS ARE THOSE PURCHASES AND SALES OF THE SAME SECURITY
WHICH, INDIVIDUALLY OR IN THE AGGREGATE, EXCEED 5% OF THE TOTAL PLAN NET ASSETS
AS OF THE BEGINNING OF THE PLAN YEAR.
The accompanying notes to financial statements are an integral part
of this schedule.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into the American Home Products Corporation
previously filed Form S-3 Registration Statements No. 33-45324 and 33-57339 and
Form S-8 Registration Statements No. 2-96127, 33-24068, 33-53733, 33-41434, 33-
55449, 33-45970, 33-14458, 33-50149, 33-55456 and 333-15509.
ARTHUR ANDERSEN LLP
New York, New York
June 25, 1997
