Item 1. Business
General
The terms "Schering-Plough" and the "Company," as used herein, refer to Schering-Plough Corporation and its subsidiaries, except as otherwise indicated by the context. Schering-Plough Corporation is a holding company which was incorporated in 1970. Subsidiaries of Schering-Plough Corporation are engaged in the discovery, development, manufacturing and marketing of pharmaceutical and health care products worldwide. 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 1994 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, 1994 were as follows (dollars in millions):
1994 1993 1992
Respiratory $1,465 $1,185 $1,063 Anti-infective and Anticancer 939 1,032 906 Dermatologicals 488 443 451 Cardiovasculars 333 316 267 Other Pharmaceuticals 489 399 405 OTC 264 312 346 Foot Care 248 240 214 Animal Health 167 154 157 Sun Care 129 131 117 Vision Care 120 112 111 Other Health Care Products 15 17 19
Consolidated Sales $4,657 $4,341 $4,056
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, cardiovasculars; CELESTONE, DIPROSPAN, LOSEC, NOIN, PALACOS and TRILAFON, other pharmaceuticals.
The Company's major vision care product line is conventional 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. In 1994 the Company began marketing a disposable contact lens under the FRESHLOOK trademark. With this launch, the Company is now able to compete in the fastest growing segment of the contact lens market. Prior to this time, this business had been restricted to the conventional lens segment, which has been contracting for a number of years.
Progression to becoming a full-fledged competitor in the contact lens business has involved Company investments in research and capital in excess of $150 million. Notwithstanding achieving our objective of participation in the disposable lens market, the Company continues to review options for the further development of its vision care business. The Company is exploring a number of courses of action, including a strategic alliance, licensing, divestiture or the continuation of present operations. At this time, the outcome of this exploratory process is unknown. The Company hopes to conclude on a course of action in 1995.
Animal health biological and pharmaceutical products include antibiotics, vaccines, anti-arthritics, steroids and nutritionals. Major animal health products are: GENTOCIN, GARASOL and NUFLOR, antibiotics; BANAMINE, an anti-arthritic; and OTOMAX, steroid ointment.
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.
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 U.S. Food and Drug Administration issued bioequivalence standards for generic albuterol metered dose inhalers. Generic competitors are expected to enter the market in the future. 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.
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, high 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 products; CORRECTOL laxative; CLEAR AWAY and DUO wart removers; DI-GEL antacid; GYNE-LOTRIMIN for vaginal yeast infections; DR. SCHOLL'S foot care products; LOTRIMIN AF and TINACTIN antifungals; COPPERTONE, SHADE, SOLARCAINE and TROPICAL BLEND sun care products; A & 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 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 circum- stances 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 nationalization, expropriation, importation limitations and other restrictive governmental actions. Also, fluctuations in foreign currency exchange rates can 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 1994 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 five years to 40 percent of the pre-amendment level. The Company was 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 1994 Annual Report to Shareholders which is incorporated herein by reference.
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 $620.0 million, $577.6 million and $521.5 million in 1994, 1993, and 1992, respectively. Research expenditures represented approximately 13 percent of consolidated sales in each of the three years.
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 governments seek price discounts. Future health care reform proposals also could have an impact on operations of the Company.
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.
For additional information on prescription drug pricing, see "Management's Discussion and Analysis of Operations and Financial Condition" in the Company's 1994 Annual Report to Shareholders which is incorporated herein by reference.
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 1994 included approximately $30 million for environmental control purposes. It is anticipated that continued compliance with such environmental regulations will not significantly affect the Company's financial statements 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 1994 Annual Report to Shareholders which is incorporated herein by reference.
Employees
There were approximately 21,200 people employed by the Company at December 31, 1994.
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 more than 95 lawsuits, involving more than 450 plaintiffs, arising out of the use of synthetic estrogens by the mothers of the plaintiffs. In many of these lawsuits, one being an alleged class action, 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 more than $2 billion. While it is not possible to precisely predict the outcome of these proceedings, it is management's opinion that it is remote that any material liability in excess of the amounts accrued will be incurred.
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, or under equivalent state laws. The Company is also a party to a number of proceedings brought under state or federal Superfund laws. 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 PRP's are involved in the proceedings, insurance coverage, available indemnity contracts and contribution rights against other PRP's or parties. While it is not possible to precisely predict the outcome of these proceedings, it is management's opinion that it is remote that any material liability in excess of amounts accrued will be incurred.
In 1994, a judgment in the amount of $63.6 million, including $57.5 million in punitive damages, was entered against the Company in state court in Portland, Oregon in connection with a product liability lawsuit involving THEO-DUR. An appeal from the judgment has been taken. While the success of the appeal cannot be predicted with certainty, the Company will vigorously pursue its case through the appellate courts. The Company believes it has insurance coverage for amounts in excess of a $3 million self-insured retention, but the insurance carriers have reserved their rights with respect to liability for punitive damages.
More than 100 antitrust actions have been commenced in state and federal courts against prescription drug manufacturers and, in some cases, wholesalers and mail order pharmacies, by independent and chain pharmacies, and chain food stores that operate pharmacies. The Company is a defendant in all these actions. The complaints allege conspiracy to restrain trade by jointly refusing to sell prescription drugs at discounted prices to the plaintiffs, price discrimination, or both. The plaintiffs seek treble damages in an unspecified amount and an injunction against the allegedly unlawful conduct. One of the actions is a class action on behalf of all retail pharmacies in the United States and is pending in the United States District Court for the Northern District of Illinois, where all the federal actions have been consolidated for pre-trial discovery and possibly trial. Another of the actions, which was commenced in June 1994 by a group of nine chain food stores, including The Great Atlantic and Pacific Tea Company, Inc. ("A&P"), against three mail order pharmacies and 16 drug manufacturers, is pending in the same federal court. Mr. James Wood, a director of the Company, is an executive officer of A&P. Mr. Wood does not participate in any review or deliberations by the Board of Directors relating to this action. The Company believes that all these antitrust actions are without merit and is defending itself vigorously against all claims.
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 61 Chairman and Chief Executive Officer
Richard J. Kogan Present position 1986 53 President and Chief Operating Officer
Raul E. Cesan Present position 1994 47 Executive Vice President President Schering and President Laboratories 1992-1994 Schering-Plough President Schering-Plough Pharmaceuticals International 1988-1992
Donald R. Conklin Present position 1994 58 Executive Vice President Executive Vice President and President and President Schering-Plough Schering-Plough HealthCare Products Pharmaceuticals 1989-1994
Hugh A. D'Andrade Present position 1984 56 Executive Vice President Administration
Harold R. Hiser, Jr. Present position 1986 63 Executive Vice President Finance
Joseph C. Connors Present position 1992; Vice 46 Senior Vice President President and General Counsel and General Counsel 1991; Staff Vice President and Deputy General Counsel 1987-1991
Geraldine U. Foster Present position 1994 52 Senior Vice President Vice President - Investor Investor Relations and Relations 1988-1994 Corporate Communications
Daniel A. Nichols Present position 1991; Vice 54 Senior Vice President President Taxes 1983-1991 Taxes
Name and Current Position Business Experience Age
Gordon C. O'Brien Present position 1988 54 Senior Vice President Human Resources
J. Martin Comey Present position 1991; Vice 60 Vice President President and Treasurer Administration and Business 1979-1990 Development
Domenic Guastadisegni Present position 1990 64 Vice President Corporate Audits
Thomas H. Kelly Present position 1991; Partner, 45 Vice President and Deloitte & Touche 1982-1990 Controller
Robert S. Lyons Present Position 1991; Staff 54 Vice President Vice President - Corporate Corporate Information Information Services 1988-1990 Services
Jack L. Wyszomierski Present position 1991; Staff 39 Vice President and Vice President - Planning Treasurer and Business Development 1987-1990
Kevin A. Quinn Present position 1994; Staff 53 Staff Vice President, Vice President and Deputy Secretary and Associate Secretary 1993; Vice President, General Counsel Secretary and Associate General Counsel, The Pittston Company 1989-1993
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 1994 Annual Report to Shareholders are incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data
The Six-Year Selected Financial & Statistical Data as set forth in the Company's 1994 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 1994 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, 1994 and 1993, 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, 1994, Notes to Consolidated Financial Statements, the Independent Auditors' Report of Deloitte & Touche LLP dated February 15, 1995 and Quarterly Results of Operations, as set forth in the Company's 1994 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 shareholders on April 25, 1995 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 25, 1995 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 25, 1995 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 25, 1995 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 1994 Annual Report to Shareholders, are incorporated herein by reference.
Statements of Consolidated Income for the Years Ended December 31, 1994, 1993 and 1992
Statements of Consolidated Retained Earnings for the Years Ended December 31, 1994, 1993 and 1992
Statements of Consolidated Cash Flows for the Years Ended December 31, 1994, 1993 and 1992
Consolidated Balance Sheets at December 31, 1994 and
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) 2. Financial Statement Schedules
Page in Form 10-K
Independent Auditors' Report . . . . . . . . . . . . 20
Schedule II - Valuation and Qualifying Accounts. . . 21
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
Exhibit Method Number Description of Filing
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
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 to the Company's Quarterly Report for the period ended March 31, 1994 on Form 10-Q. 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
Exhibit Method Number Description of Filing
10(e)(i) Employment agreement between the Incorporated by Company and Robert P. Luciano reference to Exhibit (as amended)* 10(e)(i) to the Company's Annual Report for 1989 on Form 10-K; first amendment incorporated by reference to Exhibit 10(a) to the Company's Quarterly Report for the period ended June 30, 1994 on Form 10-Q; second amendment filed with this document
10(e)(ii) Employment agreement between the Incorporated by Company and Richard J. Kogan reference to Exhibit (as amended)* 10(e)(ii) to the Company's Annual Report for 1989 on Form 10-K; first amendment incorporated by reference to Exhibit 10(b) to the Company's Quarterly Report for the period ended June 30, 1994 on Form 10-Q; second amendment filed with this document
10(e)(iii) Employment agreement between the Incorporated by Company and Hugh A. D'Andrade reference to Exhibit (as amended)* 10(c) to the Company's Quarterly Report for the period ended June 30, 1994 on Form 10-Q; first amendment filed with this document
10(e)(iv) Form of employment agreement Filed with this between the Company and its document executive officers effective upon a change of control*
Exhibit Method Number Description of Filing
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 incorporated by reference to Exhibit 10(g) to the Company's Annual Report for 1993 on Form 10-K
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; amendments to Plan filed with this document; 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 incorporated by reference to Exhibit 10(g) to the Company's Annual Report for 1993 on Form 10-K
Exhibit Method Number Description of Filing
10 (i) Directors' Stock Award Plan* Incorporated by reference to Exhibit 10 to the Company's Quarterly Report for the period ended September 30, 1994 on Form 10-Q
11 Computation of Earnings Per Filed with this document Common Share
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 1994 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
21 Subsidiaries of the registrant Filed with this document
23 Consents of experts and counsel Filed with this document
24 Power of attorney Filed with this document
27 Financial Data Schedule Filed with this document
All other exhibits are not applicable. Copies of above exhibits will be furnished upon request.
* Compensatory plan, contract or arrangement.
(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 3, 1995 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 * David C. Garfield James Wood Director Director
*By /s/ Thomas H. Kelly Date March 3, 1995 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, 1994 and 1993 and the related statements of consolidated income, retained earnings and cash flows for each of the three years in the period ended December 31, 1994, and have issued our report thereon dated February 15, 1995; such financial statements and report are included in your 1994 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of Schering-Plough Corporation and subsidiaries, listed in Item 14. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express our opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
/s/DELOITTE & TOUCHE LLP
Parsippany, New Jersey February 15, 1995
SCHEDULE II