Item 1. Business
General
Schering-Plough*, incorporated in 1970, is a worldwide company engaged in the research, development, manufacturing and marketing of pharmaceutical and health care products. Products include prescription drugs, vision care, animal health, over-the-counter (OTC), foot care and sun care products.
Business Segment and Other Financial Information
The "Business Segment Data" as set forth in the Notes to Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders is incorporated herein by reference.
Sales by major product groups for each of the three years in the period ended December 31, 1993 were as follows (dollars in millions):
1993 1992 1991
Respiratory $1,185 $1,063 $ 986 Anti-infective and Anticancer 1,032 906 629 Dermatologicals 443 451 416 Cardiovasculars 316 267 238 Other Pharmaceuticals 399 405 345 OTC 312 346 376 Foot Care 240 214 218 Animal Health 154 157 141 Sun Care 131 117 113 Vision Care 112 111 140 Other Health Care Products 17 19 14
Consolidated Sales $4,341 $4,056 $3,616
Pharmaceutical Products
The Company's pharmaceutical operations include prescription drugs, vision care products and animal health products. Principal prescription products include: CELESTAMINE, CLARITIN, POLARAMINE, PROVENTIL, THEO- DUR, TRINALIN, VANCENASE and VANCERIL, respiratory; CEDAX, EULEXIN, GARAMYCIN, INTRON A, ISEPACIN and NETROMYCIN, anti-infective and anticancer; DIPROLENE, DIPROSONE, ELOCON, FULVICIN, LOTRIMIN, LOTRISONE, QUADRIDERM and VALISONE, dermatologicals; K-DUR, NITRO-DUR and NORMODYNE, cardiovascular; CELESTONE, DIPROSPAN, LOSEC, NOIN, PALACOS and TRILAFON, other pharmaceuticals.
* As used herein, the term "Schering-Plough" or "Company" refers to Schering-Plough Corporation and its consolidated subsidiaries unless the context indicates otherwise. Item 1. Business (continued)
The Company's major vision care product line is contact lenses sold under the DURASOFT trademark. The leading product within the DURASOFT line is DURASOFT Colors, a soft lens that can alter the appearance of eye color. Also, in early 1994 the Company received marketing clearance from the U.S. Food and Drug Administration for its FRESHLOOK line of disposable contact lenses. Animal health biological and pharmaceutical products include antibiotics, vaccines, anti-arthritics, steroids and nutritionals. Major animal health products are: GENTOCIN and GARASOL, antibiotics, and BANAMINE, an anti-arthritic.
Pharmaceutical products also include pharmaceutical chemical substances sold in bulk to third parties for production of their own products.
Prescription drugs are introduced and made known to physicians, pharmacists, hospitals and managed care organizations by trained professional service representatives, and are sold to hospitals, managed care organizations and wholesale and retail druggists. Pharmaceutical products are also promoted through journal advertising, direct mail advertising and by distributing samples to physicians. Vision care products are promoted and sold by a separate sales force to practitioners and retail outlets. Animal health products are promoted and sold by a separate sales force to veterinarians, distributors and animal producers.
To meet the anticipated worldwide need for its biotechnology-based pharmaceutical compounds, the Company is expanding its manufacturing facility in Brinny, Ireland. The total cost of the expansion is expected to be approximately $160 million. The Company is also expanding its Rathdrum, Ireland manufacturing operation to meet increasing demands. The overall cost of this project is expected to approximate $78 million.
The Company's subsidiaries own (or have licensed rights under) a number of patents and patent applications, both in the United States and abroad. In the aggregate, patents and patent applications are believed to be of material importance to the operations of the pharmaceutical segment. In December 1989, the U.S. patent covering PROVENTIL, an asthma product, expired. The PROVENTIL formulations of the tablet, syrup and solution have been subject to generic competition. In January 1994, the Food and Drug Administration issued bioequivalence standards for generic albuterol metered dose inhalers, which may result in generic inhaler entries late in 1994. The introduction of a generic inhaler will negatively affect the sales and profitability of PROVENTIL.
Raw materials essential to this segment are available in adequate quantities from a number of potential suppliers. Energy was and is expected to be available to the Company in sufficient quantities to meet operating requirements.
Worldwide, the Company's pharmaceutical products are sold under trademarks. Trademarks are considered in the aggregate to be of material importance to the pharmaceutical business and are protected by registration or common law in the United States and most other markets where the products are sold or likely to be sold.
Item 1. Business (continued)
Seasonal patterns do not have a pronounced effect on the combined activities of this industry segment.
There is generally no significant backlog of orders since the Company's business is normally conducted on an immediate shipment basis.
The pharmaceutical industry is highly competitive and includes other large companies with substantial resources for research, product development and promotion. There are numerous domestic and international competitors in this industry. Some of the principal competitive techniques used by the Company for its pharmaceutical products include research and development of new and improved products, product quality, varied dosage forms and strengths, and educational services for the medical community.
Health Care Products
The principal product categories in the health care segment are the Company's over-the-counter (OTC) medicines, foot care and sun care products primarily sold in the United States. Principal products include: AFRIN and DURATION nasal decongestants; CHLOR-TRIMETON antihistamine; CORICIDIN and DRIXORAL cold and decongestant tablets; CORRECTOL laxative; CLEAR AWAY and DUO BRAND wart remover; DI-GEL antacid; GYNE-LOTRIMIN and FEMCARE for vaginal yeast infections; DR. SCHOLL'S foot care products; LOTRIMIN AF and TINACTIN antifungals; COPPERTONE, QT, SHADE, SOLARCAINE and TROPICAL BLEND sun care products; A and D ointment; and PAAS egg coloring and holiday products. Business in this segment is conducted through wholesale and retail drug, food chain and variety outlets, and is promoted directly to the consumer through television, radio, print and other advertising media.
Raw materials essential to this segment are available in adequate quantities from a number of potential suppliers. Energy was and is expected to be available to the Company in sufficient quantities to meet operating requirements.
Trademarks for the major products included in this segment are registered in the United States and most overseas countries where these products are marketed. Trademarks are considered to be vital to the operations of this segment.
Principally due to the seasonal sales of sun care products, operating profits in this segment are relatively higher in the first half of the year.
There is generally no significant backlog of orders since the Company's business is normally conducted on an immediate shipment basis.
The health care products' industry is highly competitive and includes other large companies with substantial resources for product development and promotion. There are several dozen significant competitors in this industry. The Company believes that in the United Item 1. Business (continued)
States it has a leading position in the foot care and sun care industries, with its DR. SCHOLL'S lines of foot pads, cushions, wart removal and other treatments and its brands of sun care products. In addition, the Company's brands are among the leaders in nasal sprays, laxatives, antifungals and vaginal yeast infection treatments sold OTC. The principal competitive techniques used by the Company in this industry segment include switching prescription products to OTC medicines, the development and introduction of new and improved products, and product promotion methods to gain and retain consumer acceptance.
Foreign Operations
Foreign activities are carried out primarily through wholly-owned subsidiaries wherever market potential is adequate and circumstances permit. In addition, the Company is represented in some markets through joint ventures, licensees or other distribution arrangements. There are approximately 11,200 employees outside the United States.
Foreign operations are subject to certain risks which are inherent in conducting business overseas. These risks include possible national- ization, expropriation, importation limitations and other restrictive governmental actions. Also, fluctuations in foreign currency exchange rates can significantly impact the Company's consolidated financial results. For additional information on foreign operations, see "Management's Discussion and Analysis of Operations and Financial Condition" and "Business Segment Data" in the Company's 1993 Annual Report to Shareholders which is incorporated herein by reference.
Operations in Puerto Rico
The Company has operations in Puerto Rico that manufacture products for distribution to both domestic and foreign markets. These businesses operate under tax-relief and other incentives granted by the government of Puerto Rico that expire at various dates through 2018.
The Company has also been exempt from U.S. tax on certain income derived from its operations in Puerto Rico. The Omnibus Budget Reconciliation Act of 1993 will phase down this exemption over the next five years to 40 percent of the pre-amendment level. The Company will be partially impacted by this change in 1994.
Under present U.S. tax laws, accumulated funds generated from operations in Puerto Rico can be remitted tax-free to the parent company. Under recently revised Puerto Rico tax laws, remittance of these funds, with the exception of certain amounts qualifying for tax free distribution, will result in a tollgate tax of from 5 percent to 10 percent based upon prescribed dividend and investment restrictions. For additional information relating to the Puerto Rico operations, see "Income Taxes" in the Notes to Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders which is incorporated herein by reference.
Item 1. Business (continued) Research and Development
The Company's research activities are primarily aimed at discovering and developing new and enhanced pharmaceutical products of medical and commercial significance. Company sponsored research and development expenditures were $577.6 million, $521.5 million and $425.9 million in 1993, 1992, and 1991, respectively. Research expenditures represented approximately 13 percent of consolidated sales in 1993 and 1992 and 12 percent in 1991.
The Company's pharmaceutical research activities are concentrated in the therapeutic areas of allergic and inflammatory disorders, infectious and cardiovascular diseases, oncology and central nervous system disorders. The Company also has substantial efforts directed toward biotechnology and immunology.
While several pharmaceutical compounds are in varying stages of development, it cannot be predicted when or if products will become available for commercial sale.
Government Regulation
Most products manufactured or sold by the Company are subject to varying degrees of governmental regulation in the countries in which operations are conducted. In the United States, the drug industry has long been subject to regulation by various federal, state and local agencies, primarily as to product safety, efficacy, advertising and labeling. Compliance with the broad regulatory powers of the Food and Drug Administration (the "FDA") requires significant amounts of Company time, testing and documentation, and corresponding costs to obtain clearance of new drugs. Similar product regulations also apply in many international markets.
In the United States, many of the Company's pharmaceutical products are subject to competitive pricing as managed care groups, institutions and the government seek price discounts. President Clinton's health care reform proposal includes several measures that, if enacted, will have an impact on operations of the Company. These measures include, but are not limited to, the requirement of all health plans to offer prescription drug coverage, the extension of Medicare coverage to include outpatient drugs, and rebates on Medicare sales. In addition, prices of new drugs would be reviewed with the Secretary of Health and Human Services, who would be empowered to deny Medicare reimbursement for those drugs deemed too expensive.
In most international markets, the Company operates in an environment of government-mandated cost containment programs. In addition, several markets have enacted across-the-board price reductions or directly control selling prices as a further method of cost control. Currently, a number of other international markets are reviewing the implementation of additional programs to contain health care costs.
For additional information on prescription drug pricing, see "Management's Discussion and Analysis of Operations and Financial Condition" in the Company's 1993 Annual Report to Shareholders which is incorporated herein by reference.
Item 1. Business (continued)
The Company has and will continue to comply with the government regulations of the countries in which operations are conducted.
Environment
To date, compliance with federal, state and local environmental protection laws has not had a materially adverse effect on the Company. The Company has and will continue to make necessary expenditures for environmental protection. Worldwide capital expenditures during 1993 included approximately $31.7 million for environmental control purposes. It is anticipated that continued compliance with such environmental regulations will not significantly affect the Company's financial condition, results of operations or its competitive position. For additional information on environmental matters, see "Legal and Environmental Matters" in the Notes to the Consolidated Financial Statements in the Company's 1993 Annual Report to Shareholders which is incorporated herein by reference.
Employees
There were approximately 21,600 people employed by the Company at December 31, 1993.
Item 2.
Item 2. Properties
The Company's corporate headquarters are located in Madison, New Jersey. Principal manufacturing facilities are located in Kenilworth and Union, New Jersey, Des Plaines, Illinois, Miami, Florida, the Commonwealth of Puerto Rico, Argentina, Australia, Belgium, Canada, Colombia, France, Ireland, Italy, Japan, Mexico and Spain (pharmaceutical products); Cleveland and Memphis, Tennessee (health care products). The Company's principal research facilities are located in Kenilworth and Union, New Jersey and Palo Alto, California (DNAX Research Institute).
The major portion of properties is owned by the Company. These properties are maintained in good operating condition, and the manufacturing plants have capacities considered appropriate to meet the Company's needs.
Item 3.
Item 3. Legal Proceedings
Schering Corporation and White Laboratories, Inc., which are Company subsidiaries, are defendants in approximately 95 lawsuits, involving approximately 140 plaintiffs, arising out of the use of synthetic estrogens by the mothers of the plaintiffs. In many of these lawsuits, a substantial number of other drug companies are also defendants. The female plaintiffs claim various injuries, including cancerous or precancerous lesions of the vagina and cervix and a multiplicity of pregnancy problems. A number of suits involve infants with birth defects born to daughters whose mothers took the drug. The total amount claimed against all defendants in all the suits amounts to approximately $750 million. While it is not possible to precisely predict the outcome of these proceedings, it is management's opinion that the ultimate liability, if any, will not have a material impact on the Company's consolidated financial position or results of operations.
Item 3. Legal Proceedings (continued)
The Company has been named as a potentially responsible party ("PRP") by the government under the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. The Company is also a party to a number of proceedings brought under Superfund. These proceedings seek to require the owners or operators of facilities that treated, stored or disposed of hazardous substances and transporters and generators of such substances to clean up contaminated facilities or reimburse the government for its clean up costs. The Company has been named a PRP or a party to these proceedings as an alleged generator of hazardous substances found at certain facilities. In each proceeding, the government or private litigants allege that the Company is jointly and severally liable for clean up costs. Although joint and several liability is alleged, a company's share of clean up costs is frequently determined on the basis of the type and quantity of hazardous substances sent to a facility by the generator. However, this allocation process varies greatly from facility to facility and can take years to complete. The Company's potential share of clean up costs also depends on how many other parties are involved in the proceedings, insurance coverage, available indemnity contracts and contribution rights against other parties. While it is not feasible to predict or determine the outcome of these proceedings, in the opinion of management, such proceedings should not ultimately result in a liability which would have a material adverse effect on the Company's consolidated financial position or results of operations.
The Company is a defendant in approximately sixty antitrust lawsuits filed in several states and federal courts, including California, Georgia, Illinois, Louisiana, Minnesota, New York, Pennsylvania, South Carolina and Texas. More than fifty of these are class action lawsuits. These actions were commenced in the second half of 1993 and in 1994 by independent and chain pharmacies against the Company and other pharmaceutical manufacturers, and in some instances, wholesalers and mail order pharmacies, alleging (1) conspiracy to restrain trade by jointly refusing to sell pharmaceuticals at discounted prices to plaintiffs, and/or (2) price discrimination. The federal cases have all been consolidated in the United States District Court for the Northern District of Illinois for pretrial and discovery purposes. Plaintiffs seek treble damages in an unspecified amount and an injunction against the allegedly unlawful conduct. The Company has not conspired to restrain trade and believes that its pricing practices have been and are in compliance with the law. The Company will defend itself vigorously against the claims in all these actions. While it is not feasible to predict or determine the outcome of these actions, management believes that such actions should not result in any liability which would have a material adverse effect on the Company's consolidated financial position or results of operations.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable. Executive Officers of the Registrant
The following information regarding executive officers is included herein in accordance with Part III, Item 10.
Officers are elected to serve for one year and until their successors shall have been duly elected.
Name and Current Position Business Experience Age
Robert P. Luciano Present position 1986 60 Chairman and Chief Executive Officer
Richard J. Kogan Present position 1986 52 President and Chief Operating Officer
David E. Collins Present position 1989; President 59 Executive Vice President and Chief Operating Officer - Galen and President Associates, Inc. 1988-1989 Schering-Plough HealthCare Products
Donald R. Conklin Present position 1989; Executive 57 Executive Vice President Vice President - Pharmaceutical and President Operations 1987-1989 Schering-Plough Pharmaceuticals
Hugh A. D'Andrade Present position 1984 55 Executive Vice President Administration
Harold R. Hiser, Jr. Present position 1986 62 Executive Vice President Finance
Joseph C. Connors Present position 1992; Vice 45 Senior Vice President President and General Counsel and General Counsel 1991; Staff Vice President and Deputy General Counsel 1987-1991
Allan S. Kushen Present position 1981 64 Senior Vice President Public Affairs
Daniel A. Nichols Present position 1991; Vice 53 Senior Vice President President Taxes 1983-1991 Taxes
Executive Officers of the Registrant (continued)
Name and Current Position Business Experience Age
Gordon C. O'Brien Present position 1988 53 Senior Vice President Human Resources
J. Martin Comey Present position 1991; Vice 59 Vice President President and Treasurer Administration and Business 1979-1990 Development
John T. Fogarty Present position 1990; Staff 64 Vice President, Secretary Vice President and Secretary and Associate General Counsel 1980-1989
Geraldine U. Foster Present position 1988 51 Vice President Investor Relations
Domenic Guastadisegni Present position 1990; Staff 63 Vice President Vice President - Corporate Audits Corporate Audits 1980-1989
Thomas H. Kelly Present position 1991; Partner, 44 Vice President and Deloitte & Touche 1982-1990 Controller
Robert S. Lyons Present Position 1991; Staff 53 Vice President Vice President - Corporate Corporate Information Information Services 1988-1990 Services
Jack L. Wyszomierski Present position 1991; Staff 38 Vice President and Vice President - Planning Treasurer and Business Development 1987-1990
Part II
Item 5.
Item 5.Market for Registrant's Common Equity and Related Stockholder Matters
The Common Share Dividends and Market Data as set forth in the Company's 1993 Annual Report to Shareholders are incorporated herein by reference.
Item 6.
Item 6.Selected Financial Data
The Six-Year Selected Financial and Statistical Data as set forth in the Company's 1993 Annual Report to Shareholders is incorporated herein by reference.
Item 7.
Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Operations and Financial Condition as set forth in the Company's 1993 Annual Report to Shareholders is incorporated herein by reference.
Item 8.
Item 8.Financial Statements and Supplementary Data
The Consolidated Balance Sheets as of December 31, 1993 and 1992, and the related Statements of Consolidated Income, Consolidated Retained Earnings and Consolidated Cash Flows for each of the three years in the period ended December 31, 1993, Notes to Consolidated Financial Statements, the Independent Auditors' Report of Deloitte & Touche and Quarterly Results of Operations, as set forth in the Company's 1993 Annual Report to Shareholders, are incorporated herein by reference.
Item 9.
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable. Part III
Item 10.
Item 10.Directors and Executive Officers of the Registrant
The information concerning directors and nominees for directors as set forth in the Company's Proxy Statement for the annual meeting of share- holders on April 26, 1994 is incorporated herein by reference.
Information required as to executive officers is included in Part I of this filing under the caption "Executive Officers of the Registrant."
Item 11.
Item 11.Executive Compensation
Executive compensation information as set forth in the Company's Proxy Statement for the annual meeting of shareholders on April 26, 1994 is incorporated herein by reference.
Item 12.
Item 12.Security Ownership of Certain Beneficial Owners and Management
Information concerning security ownership of certain beneficial owners and management as set forth in the Company's Proxy Statement for the annual meeting of shareholders on April 26, 1994 is incorporated herein by reference.
Item 13.
Item 13.Certain Relationships and Related Transactions
Information concerning certain relationships and related transactions as set forth in the Company's Proxy Statement for the annual meeting of shareholders on April 26, 1994 is incorporated herein by reference.
Part IV
Item 14.
Item 14.Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1.Financial Statements
The following consolidated financial statements and independent auditors' report, included in the Company's 1993 Annual Report to Shareholders, are incorporated herein by reference.
Statements of Consolidated Income for the Years Ended December 31, 1993, 1992 and 1991
Statements of Consolidated Retained Earnings for the Years Ended December 31, 1993, 1992 and 1991
Statements of Consolidated Cash Flows for the Years Ended December 31, 1993, 1992 and 1991
Consolidated Balance Sheets at December 31, 1993 and 1992
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) 2.Financial Statement Schedules Page in Form 10-K
Independent Auditors' Report . . . . . . . . . . . . 18
Schedule I - Marketable Securities - Other Investments. . . . . . . . . . . . . . . . . . . . 19
Schedule V - Property, Plant and Equipment . . . . . 20
Schedule VI - Accumulated Depreciation of Property, Plant and Equipment. . . . . . . . . . . 21
Schedule VIII - Valuation and Qualifying Accounts. . 22
Schedule IX - Short-term Borrowings. . . . . . . . . 23
Schedule X - Supplementary Income Statement Information. . . . . . . . . . . . . . . . . . . . 24
Item 14. (continued)
(a) 2.Financial Statement Schedules (continued)
Schedules not included have been omitted because they are not applicable or not required or because the required information is set forth in the financial statements or the notes thereto. Columns omitted from schedules filed have been omitted because the information is not applicable.
Financial statements of fifty percent or less owned companies accounted for by the equity method have been omitted because, considered individually or in the aggregate, they do not constitute a significant subsidiary.
(a) 3. Exhibits
Exhibit Method Number Description of Filing
3(a) A complete copy of the Certificate Incorporated by of Incorporation as amended and reference to Exhibit currently in effect. 3(a) to the Company's Annual Report for 1989 on Form 10-K
3(b) A complete copy of the By-Laws Incorporated by as amended and currently in effect. reference to Exhibit 4(b) to the Company's Form S-8 (No. 33- 19013)
4(a) Rights Agreement between the Incorporated by Company and The Bank of New York reference to Exhibit 4 dated July 25, 1989. to the Company's Quarterly Report for the period ended June 30, 1989 on Form 10-Q
4(b) Indenture dated as of November 1, Incorporated by 1982 between the Company and The reference to Exhibit Chase Manhattan Bank, N.A. as 4(a) to the Company's Trustee. Registration Statement on Form S-3, File No. 2-80012
4(c) Supplemental Indenture No. 1 Incorporated by dated as of November 1, 1991 reference to Exhibit 4.1 to Indenture dated as of to the Company's Report November 1, 1982. on Form 8-K dated November 20, 1991
4(d) LYNX Equity Unit Agreement Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K dated October 1, 1991
Item 14. (continued)
(a) 3. Exhibits (continued)
Exhibit Method Number Description of Filing
4(e) LYNX Equity Unit Guarantee Incorporated by Agreement reference to Exhibit 10.1 to the Company's Report on Form 8-K dated October 1, 1991
10(a) The Company's Executive Incentive Plan incorporated by Plan (as amended) and Trust related reference to Exhibit thereto 10(a) to the Company's Annual Report for 1991 on Form 10-K. Trust Agreement incorporated by reference to Exhibit 10(a) to the Company's Annual Report for 1988 on Form 10-K
10(b) The Company's 1983 Stock Incentive Incorporated by Plan (as amended) reference to Exhibit 10(c) to the Company's Annual Report for 1988 on Form 10-K
10(c) The Company's 1987 Stock Incentive Incorporated by Plan (as amended) reference to Exhibit 10(d) to the Company's Annual Report for 1990 on Form 10-K
10(d) The Company's 1992 Stock Incentive Incorporated by Plan (as amended) reference to Exhibit 10(d) to the Company's Annual Report for 1992 on Form 10-K
10(e)(i) Employment agreement between the Incorporated by Company and Robert P. Luciano reference to Exhibit 10(e)(i) to the Company's Annual Report for 1989 on Form 10-K
10(e)(ii) Employment agreement between the Incorporated by Company and Richard J. Kogan reference to Exhibit 10(e)(ii) to the Company's Annual Report for 1989 on Form 10-K
10(e)(iii) Employment agreement between the Incorporated by Company and David E. Collins reference to Exhibit 10(e)(iv) to the Company's Annual Report for 1989 on Form 10-K
Item 14. (continued)
(a) 3. Exhibits (continued)
Exhibit Method Number Description of Filing
10(e) Agreements between the Company and Incorporated by (iv) certain executive officers related reference to Exhibit to termination payments 10(e)(v) to the Company's Annual Report for 1989 on Form 10-K
10(f) Directors Deferred Compensation Plan incorporated by Plan and Trust related thereto reference to Exhibit 10 (f) to the Company's Annual Report for 1991 on Form 10-K. Trust Agreement incorporated by reference to Exhibit 10(a) to the Company's Annual Report for 1988 on Form 10-K
10(g) Pension Plan for Directors Plan incorporated by and Trust related thereto reference to Exhibit 10(g) to the Company's Annual Report for 1987 on Form 10-K; Trust Agreement incorporated by reference to Exhibit 10(g) to the Company's Annual Report for 1988 on Form 10-K; Amendment to Trust Agreement filed with this document
10(h) Supplemental Executive Retirement Plan incorporated by Plan and Trust related thereto reference to Exhibit 10(h) to the Company's Annual Report for 1987 on Form 10-K; Trust Agreement incorporated by reference to Exhibit 10(g) to the Company's Annual Report for 1988 on Form 10-K; Amendment to Trust Agreement filed with this document in 10(g) above
10(i) Directors Stock Award Plan Incorporated by reference to Exhibit 10(i) to the Company's Annual Report for 1988 on Form 10-K
11 Computation of Earnings Per Filed with this document Common Share
Item 14. (continued)
(a) 3. Exhibits (continued)
Exhibit Method Number Description of Filing
12 Computation of Ratio of Filed with this document Earnings to Fixed charges
13 The Financial Section of the Filed with this document Company's 1993 Annual Report to Shareholders. With the exception of those portions of said Annual Report which are specifically incorporated by reference in this Form 10-K, such report shall not be deemed filed as part of this Form 10-K
22 Subsidiaries of the registrant Filed with this document
24 Consents of experts and counsel Filed with this document
25 Power of attorney Filed with this document
All other exhibits are not applicable. Copies of above exhibits will be furnished upon request.
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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. Schering-Plough Corporation (Registrant)
Date March 4, 1994 By /s/ Thomas H. Kelly Thomas H. Kelly Vice President and Controller
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
By * By * Robert P. Luciano Regina E. Herzlinger Chairman and Chief Executive Director Officer and Director
By * By * Richard J. Kogan H. Barclay Morley President and Chief Operating Director Officer and Director
By * By * Harold R. Hiser, Jr. Richard de J. Osborne Executive Vice President - Finance Director and Principal Financial Officer
By * By * Thomas H. Kelly William A. Schreyer Vice President and Controller Director and Principal Accounting Officer
By * By * Hans W. Becherer Robert F. W. van Oordt Director Director
By * By * Hugh A. D'Andrade R. J. Ventres Director Director
By * By * Virginia A. Dwyer James Wood Director Director
By *
David C. Garfield Director
*By /s/ Thomas H. Kelly Date March 4, 1994 Thomas H. Kelly Attorney-in-fact
INDEPENDENT AUDITORS' REPORT
Schering-Plough Corporation:
We have audited the consolidated balance sheets of Schering-Plough Corporation and subsidiaries as of December 31, 1993 and 1992 and the related statements of consolidated income, retained earnings and cash flows for each of the three years in the period ended December 31, 1993, and have issued our report thereon dated February 15, 1994; such financial statements and report are included in your 1993 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedules of Schering-Plough Corporation and subsidiaries, listed in Item 14. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express our opinion based on our audits. In our opinion, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/DELOITTE & TOUCHE
Parsippany, New Jersey February 15, 1994
SCHEDULE V
PAGE
SCHEDULE VI
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