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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15 (d)
of the Securities Exchange Act of 1934
for the year ended December 31, 1997
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
(Registrant)
By: /s/ Paul J. Jones
Paul J. Jones
Vice President and Comptroller
Date: June 26, 1998
<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 26, 1998
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 045
<PAGE>
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN
DECEMBER 31, 1997 AND 1996
INDEX
PAGE
Report of Independent Public Accountants
Statements of Net Assets Applicable to Participants'
Equity as of December 31, 1997 and 1996 1 - 2
Statement of Changes in Net Assets Applicable
to Participants' Equity for the Year Ended
December 31, 1997 3
Notes to Financial Statements 4 - 8
Supplemental Schedules:
I. Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1997 Schedule I
II. Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997 Schedule II
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, 1997 and 1996, and the related statement of changes in net
assets applicable to participants' equity for the year ended December 31, 1997.
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, 1997 and
1996, and the changes in net assets applicable to participants' equity for the
year ended December 31, 1997, 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 26, 1998
<PAGE>
<TABLE>
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
DECEMBER 31, 1997
<CAPTION>
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 $9,437,192 $920,606 $0 $0 $0
Investments, at
Market Value 0 457,974,052 141,691,516 140,837,178 40,949,720
Group Annuity and
Other Investment
Contracts, at
Market Value 523,956,853 0 0 0 0
Receivable from
Employer 1,474,728 2,818,627 908,580 461,718 302,212
Loans to Plan
Participants 0 0 0 0 0
Net Assets
Applicable to
Participants'
Equity $534,868,773 $461,713,285 $142,600,096 $141,298,896 $41,251,932
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE>
(Continuation of previous page)
<TABLE>
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMEN OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
DECEMBER 31, 1997
<CAPTION>
Fidelity
Spartan U.S.
Equity Fidelity
Index Low-Priced MAS Value
Fund Stock Fund Portfolio Loan Fund Total Funds
<S> <C> <C> <C> <C> <C>
Cash and Cash
Equivalents $0 $0 $0 $0 $10,357,798
Investments, at
Market Value 324,715,181 25,465,619 9,065,577 0 1,140,698,843
Group Annuity and
Other Investment
Contracts, at
Market Value 0 0 0 0 523,956,853
Receivable from
Employer 1,110,027 131,047 53,721 0 7,260,660
Loans to Plan
Participants 0 0 0 40,951,439 40,951,439
Net Assets
Applicable to
Participants'
Equity $325,825,208 $25,596,666 $9,119,298 $40,951,439 $1,723,225,593
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE>
<TABLE>
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
DECEMBER 31, 1996
<CAPTION>
Fidelity
Interest AHPC Common Magellan Fidelity
Income Fund Stock Fund Fund Balanced Fund
<S> <C> <C> <C> <C>
Cash and Cash
Equivalents $16,207,238 $3,961,960 $0 $0
Investments, at
Market Value 0 367,146,541 80,661,633 112,700,481
Group Annuity and
Other Investment
Contracts, at
Market Value 526,842,569 0 0 0
Receivable from
Employer 1,550,039 1,884,720 772,297 472,789
Loans to Plan
Participants 0 0 0 0
Net Assets
Applicable to
Participants'
Equity $544,599,846 $372,993,221 $81,433,930 $113,173,270
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
<PAGE>
(Continuation of previous page)
<TABLE>
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
DECEMBER 31, 1996
<CAPTION>
Fidelity Fidelity
International Spartan U.S.
Growth&Income Equity Index
Fund Fund Loan Fund Total Funds
<S> <C> <C> <C> <C>
Cash and Cash
Equivalents $0 $0 $0 $20,169,198
Investments, at
Market Value 26,470,820 214,614,537 0 801,594,012
Group Annuity and
Other Investment
Contracts, at
Market Value 0 0 0 526,842,569
Receivable from
Employer 246,850 888,872 0 5,815,567
Loans to Plan
Participants 0 0 37,843,907 37,843,907
Net Assets
Applicable to
Participants'
Equity $26,717,670 $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>
<TABLE>
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Fidelity
International
Interest AHPC Fidelity Fidelity Growth &
Income Common Magellan Balanced Income
Fund Stock Fund Fund Fund Fund
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant Contributions $23,346,897 $27,118,422 $16,236,729 $8,799,224 $5,699,024
Employer Contributions 8,570,424 11,280,796 4,801,033 2,441,595 1,767,587
Dividend Income on Investments 0 9,952,239 8,268,270 16,869,053 2,454,197
Interest on Group Annuity and
Other Investment Contracts and
Cash Equivalents 34,316,861 273,302 0 0 0
Net (Depreciation) Appreciation
on Investments (2,870) 109,308,369 15,440,181 9,369,078 (534,813)
Transfer in (out) of Plan, net (5,883,575) (13,502,633) 18,377,630 (1,366,897) 5,403,464
(Note 1)
Loans Originated (7,389,334) (6,420,268) (1,727,091) (1,316,681) (394,398)
Total Additions 52,958,403 138,010,227 61,396,752 34,795,372 14,395,061
DEDUCTIONS:
Benefits Paid to Participants (54,926,115) (21,185,862) (5,930,267) (8,508,048) (1,393,414)
Loan Repayments, Including 7,058,304 5,093,472 1,389,237 1,121,187 463,885
Interest
Total Deductions (47,867,811) (16,092,390) (4,541,030) (7,386,861) (929,529)
Interfund Transfers (14,821,665) (33,197,773) 4,310,444 717,115 1,068,730
Net (Deductions) Additions (9,731,073) 88,720,064 61,166,166 28,125,626 14,534,262
Net Assets Applicable to
Participants'Equity:
Beginning of Year 544,599,846 372,993,221 81,433,930 113,173,270 26,717,670
End of Year $534,868,773 $461,713,285 $142,600,096 $141,298,896 $41,251,932
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
- -3-
<PAGE>
(Continuation of previous page)
<TABLE>
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS APPLICABLE TO PARTICIPANTS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Fidelity Fidelity
Spartan U.S. Low-Priced MAS Value
Equity Index
Fund Stock Fund Portfolio Loan Fund Total Funds
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Participant Contributions $20,166,859 $902,226 $401,191 $0 $102,670,572
Employer Contributions 5,653,277 190,944 80,721 0 34,786,377
Dividend Income on Investments 6,862,206 1,106,080 869,375 0 46,381,420
Interest on Group Annuity and
Other Investment Contracts and
Cash Equivalents 0 0 0 0 34,590,163
Net (Depreciation) Appreciation
on Investments 67,466,200 (9,869) (769,639) 0 200,266,637
Transfer in (out) of Plan, net 17,238,053 0 0 440,626 20,706,668
(Note 1)
Loans Originated (2,584,965) (87,397) (37,408) 19,957,542 0
Total Additions 114,801,630 2,101,984 544,240 20,398,168 439,401,837
DEDUCTIONS:
Benefits Paid to Participants (16,409,301) (189,605) (12,643) (3,041,097) (111,596,352)
Loan Repayments, Including 2,161,439 81,175 35,695 (14,249,539) 3,154,855
Interest
Total Deductions (14,247,862) (108,430) 23,052 (17,290,636) (108,441,497)
Interfund Transfers 9,768,031 23,603,112 8,552,006 0 0
Net (Deductions) Additions 110,321,799 25,596,666 9,119,298 3,107,532 330,960,340
Net Assets Applicable to
Participants'Equity:
Beginning of Year 215,503,409 0 0 37,843,907 1,392,265,253
End of Year $325,825,208 $25,596,666 $9,119,298 $40,951,439 $1,723,225,593
</TABLE>
The accompanying 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 ("AHP" 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").
AHP acquired the remaining equity interest in Genetics Institute, Inc. in
December 1996. Accordingly, effective July 1, 1997, the Genetics Institute
401(k) Savings and Investment Plan (the "GI Plan") was merged into the Plan.
Participants that transferred balances into the Plan became fully vested in
Company contributions at the time of the merger. Future Company matching
contributions will vest according to the Plan's provisions.
In February 1997, the Company completed the acquisition of the worldwide
animal health business of Solvay S.A. As a result, the Plan was amended to
accept rollovers from the Solvay America Savings Plan.
The assets attributable to the participants of the American Home 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.
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.
AHP 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.
-4-
<PAGE>
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 schedule:
Vesting
Years of Continuous Service Percentage
1 year completed 0%
2 years completed 25%
3 years completed 50%
4 years completed 75%
5 years completed 100%
Regardless of the number of years of continuous service, participants shall be
fully vested in their 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. As of December 31, 1997, the amount of
forfeitures available to offset future Company contributions totaled $459,590.
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 in the Plan, before that age. Participants may qualify for
financial hardship withdrawals if they have an immediate and heavy financial
need, as determined by the AHP 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 to their accounts 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.
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.
Participants in the Plan may borrow up to 50% of their vested account balances.
Each loan is secured by the borrower's vested interest in their account balance.
Participants may have outstanding up to two general purpose loans and one loan
to acquire or construct a principal residence. All loans must be repaid within 5
-5-
<PAGE>
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.
Amendments to the Plan
The Plan was amended in 1997 to allow two new investment options and effect
certain other administrative changes. The Plan was also amended in 1997 in
connection with the GI Plan transfer of assets and liabilities to the Plan, in
order to protect the benefits and rights attributable to the transferred
participants. In addition, the Plan was amended to accept rollovers from the
Solvay America Savings Plan and to provide service credit for Solvay employees
for vesting purposes.
NOTE 2 - ACCOUNTING POLICIES
Investment Valuation
AHP's common stock is recorded at fair market value at December 31. Shares in
the Fidelity Funds and the MAS Value Portfolio 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 contract value
based upon information provided by the Fidelity Management Trust Company (the
"Trustee") which approximates market value.
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) on 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) on 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 AHP.
Receivable from Employer
The receivable from the employer at December 31, 1997 and 1996 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
-6-
<PAGE>
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
eight 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 eight 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.
The average blended interest rate attributable to these contracts
approximated 6.60% for 1997.
AHPC Common Stock Fund - consists primarily of AHP common stock. Purchases
and sales of AHP common stock are made in the open market. Participants have
full voting rights for equivalent shares purchased at their direction under
the Plan.
Fidelity Magellan Fund - consists of shares in a mutual fund managed by
Fidelity Management & Research Company that seeks long-term capital
appreciation by actively managing investments in the stocks of companies
with above average growth potential.
Fidelity Balanced Fund - consists of shares 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 & Income Fund - consists of shares in a mutual
fund managed by Fidelity Management & Research Company that seeks long-term
growth and current income by investing in assets, of which at least 65% are
in securities of issuers that have their principal business activities
outside of the United States.
Fidelity Spartan U.S. Equity Index Fund - consists of shares in a mutual
fund managed by Fidelity Management & Research Company that seeks to provide
investment results that correspond to the total return performance of the
companies that make up the Standard & Poor's 500 Index.
-7-
<PAGE>
Fidelity Low-Priced Stock Fund - consists of shares in a mutual fund managed
by Fidelity Management & Research Company, that invests primarily in
undervalued domestic and international small capitalization equities.
MAS Value Portfolio - consists of shares in a mutual fund managed by Miller
Anderson & Sherrerd which seeks long-term returns by investing in stocks of
large and mid-sized companies considered undervalued.
NOTE 4 - MANAGEMENT OF THE PLAN
The Plan is administered by the Committee, which was appointed by the Board of
Directors of AHP. 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 Company contribution accounts and
are entitled to full distribution of such amounts.
NOTE 7 - SUBSEQUENT EVENT
In connection with the sale of the Sherwood-Davis & Geck medical devices
business effective February 27, 1998, the assets attributable to participants
from the medical devices business were transferred out of the Plan in March
1998.
NOTE 8 - INVESTMENTS
The fair market value of individual investments that represent 5% or more of the
Plan's total net assets are as follows:
1997 1996
AHPC Common Stock, 5,987,343 and
6,262,368 shares, respectively $457,974,052 $367,146,541
Fidelity Magellan Fund 141,691,516 80,661,633
Fidelity Balanced Fund 140,837,178 112,700,481
Fidelity Spartan U.S. Equity
Index Fund 324,715,181 214,614,537
-8-
<PAGE>
<TABLE>
SCHEDULE I
American Home Products Corporation Savings Plan
Item 27a - Schedule of Assets Held
for Investment Purposes
As of December 31, 1997
Employer Identification Number - 13-2526821
Plan Number - 045
<CAPTION>
COST/
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT CONTRACT VALUE CURRENT VALUE
<S> <C> <C> <C>
GROUP ANNUITY AND INVESTMENT
CONTRACTS:
Allstate Life Insurance
GIC 6.30% Due 9/15/00 $5,748,096 $5,748,096
GIC 6.75% Due 3/15/02 27,489,171 27,489,171
American International
Life
GIC 7.02% Due 7/01/99 4,553,279 4,553,279
GIC 5.53% Maturing through 12/15/98 30,603,028 30,603,028
John Hancock Mutual LIfe
Insurance GIC 6.97% Due 7/01/98 5,572,993 5,572,993
GIC 7.25% Maturing through 7/01/99 11,115,614 11,115,614
GIC 5.80% Due 12/15/00 34,089,345 34,089,345
GIC 7.05% Due 9/28/01 21,249,684 21,249,684
Metropolitan Life
Insurance
GIC 5.71% Due 3/02/98 9,257,642 9,257,642
GIC 6.38% Maturing through 6/15/00 23,279,514 23,279,514
GIC 7.00% Due 12/15/02 20,398,843 20,398,843
New York Life Insurance
GIC 7.47% Maturing through 9/15/99 53,893,177 53,893,177
GIC 6.00% Due 12/29/98 11,355,001 11,355,001
Pacific Mutual Life
Insurance
GIC 6.06% Due 6/30/01 13,404,069 13,404,069
GIC 7.05% Due 6/15/02 10,788,239 10,788,239
GIC 6.73% Due 9/15/02 26,315,091 26,315,091
Peoples Security Life
Insurance
GIC 7.80% Due 3/15/98 12,787,716 12,787,716
GIC 8.15% Maturing through 10/1/99 25,161,420 25,161,420
GIC 6.10% Maturing through 9/15/01 13,419,053 13,419,053
GIC 6.74% Due 6/15/00 23,604,873 23,604,873
Principal Mutual Life
Insurance
GIC 5.65% Maturing through 12/31/02 27,607,742 27,607,742
GIC 6.40% Maturing through 12/15/01 45,947,131 45,947,131
</TABLE>
<PAGE>
<TABLE>
(SCHEDULE
I -
CONTINUED)
American Home Products Corporation Savings Plan
Item 27a - Schedule of Assets Held
for Investment Purposes
As of December 31, 1997
Employer Identification Number - 13-2526821
Plan Number - 045
<CAPTION>
COST/
IDENTITY OF ISSUER: DESCRIPTION OF INVESTMENT CONTRACT VALUE CURRENT VALUE
<S> <C> <C> <C>
GROUP ANNUNITY AND INVESTMENT CONTRACTS
(CONTINUED):
Prudential Insurance Company of America
GIC 7.80% Due 3/15/98 $19,177,628 $19,177,628
GIC 7.07% Maturing through 12/30/98 11,182,545 11,182,545
Security Life of Denver
GIC 7.05% Due 6/15/02 15,597,900 15,597,900
Transamerica Life and Annuity
GIC 6.24 % Maturing through 9/15/00 20,358,059 20,358,059
Total Group Annuity and Other Investment Contracts $523,956,853 $523,956,853
* American Home Products Corp. Common
Stock 5,987,343 shares $298,938,589 $457,974,052
MUTUAL FUNDS:
*Fidelity Management Trust Company Magellan Fund
1,487,263 shares $127,276,942 $141,691,516
*Fidelity Management Trust Company Balanced Fund
9,223,129 shares $128,740,426 $140,837,178
*Fidelity Management Trust Company International Growth & Income Fund
2,078,666 shares $40,700,304 $40,949,720
*Fidelity Management Trust Company Spartan U.S. Equity Index Fund
9,282,881 shares $232,730,183 $324,715,181
*Fidelity Management Trust Company Low-Priced Stock
1,013,355 shares $25,516,214 $25,465,619
Miller, Anderson & Sherrerd MAS Value Portfolio
507,023 shares $9,880,348 $9,065,577
LOANS RECEIVABLE:
Loans to Plan Participants Rates ranging from 6.5% to 11.5%
Due through 2014 $40,951,439 $40,951,439
</TABLE>
* Represents a party-in-interest
to the Plan.
The accompanying notes to financial statements are an integral part of
this schedule.
<PAGE>
<TABLE>
SCHEDULE II
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1997
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 045
<CAPTION>
(F) EXPENSES
INCURRED
(A&B) IDENTITY OF PARTY AND (C) PURCHASE (D) SELLING (E) LEASE WITH
DESCRIPTION OF ASSET PRICE PRICE RENTALS TRANSACTION
<S> <C> <C> <C> <C>
AHPC
COMMON STOCK
254 PURCHASES $230,225,388 $0 $0 $0
254 SALES 0 261,121,385 0 0
FIDELITY INSTITUTIONAL MONEY
MARKET FUND
218 PURCHASES $315,447,583 $0 $0 $0
233 SALES 0 317,226,121 0 0
FIDELITY MAGELLAN FUND
253 PURCHASES $78,785,580 $0 $0 $0
251 SALES 0 3,322,024 0 0
FIDELITY SPARTAN U.S. EQUITY INDEX
FUND
253 PURCHASES $115,334,992 $0 $0 $0
251 SALES 0 72,723,296 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.
<PAGE>
(Continuation of previous page)
<TABLE>
SCHEDULE II
AMERICAN HOME PRODUCTS CORPORATION SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS (A)
FOR THE YEAR ENDED DECEMBER 31, 1997
EMPLOYER IDENTIFICATION NUMBER - 13-2526821
PLAN NUMBER - 045
<CAPTION>
(H) CURRENT
VALUE OF
ASSET ON
(A&B) IDENTITY OF PARTY AND (G) COST OF TRANSACTION (I) NET GAIN
DESCRIPTION OF ASSET ASSET DATE (LOSS)
<S> <C> <C> <C>
AHPC
COMMON STOCK
254 PURCHASES $230,225,388 $230,225,388 $0
254 SALES 208,016,242 261,121,385 53,105,143
FIDELITY INSTITUTIONAL MONEY
MARKET FUND
218 PURCHASES $315,447,583 $315,447,583 $0
233 SALES 317,226,121 317,226,121 0
FIDELITY MAGELLAN FUND
253 PURCHASES $78,785,580 $78,785,580 $0
251 SALES 812,916 3,322,024 2,509,108
FIDELITY SPARTAN U.S. EQUITY INDEX
FUND
253 PURCHASES $115,334,992 $115,334,992 $0
251 SALES 58,760,378 72,723,296 13,962,918
</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 Nos. 33-45324 and 33-57339 and
Form S-8 Registration Statements Nos. 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 26, 1998
