<PAGE>
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND
SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
x ANNUAl REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
or
TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------- -------
Commission file number 1-5851
Rhone-Poulenc Rorer Employee Savings Plan
(Full title of plan)
RHONE-POULENC RORER INC.
(Name of issuer of securities held pursuant to the plan)
500 Arcola Road
Collegeville, Pennsylvania 19426
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code: (610) 454-8000
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: June 24, 1994 RHONE-POULENC RORER EMPLOYEE
SAVINGS PLAN
By: /s/ David Brandies
------------------------------------------
David Brandies, for the
Employee Savings Plan
Committee, Administrator
Financial Statements and Exhibits
<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
For the year ended December 31, 1993
Page No.*
(a) Financial Statements:
Report of Independent Public Accountants 2
Statements of Financial Condition at
December 31, 1993 and 1992 3
Statements of Income and Changes in Plan Equity
for the years ended December 31, 1993,
1992 and 1991 4
Notes to Financial Statements 5-12
Supplemental Schedules:
Schedule I - Investments at December 31, 1993 13
Schedule II - Statements of Financial Condition
by Account at December 31, 1993 and 1992 14-15
Schedule III - Statements of Income and Changes
in Plan Equity by Account for the years ended
December 31, 1993, 1992 and 1991 16-18
* Refers to page number in the 1993 Annual Report of the Rhone-
Poulenc Rorer Employee Savings Plan.
(b) Exhibits:
(1) Consent of Independent Public Accountants
<PAGE>
<PAGE>
ANNUAL REPORT OF THE
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
_____________
for the year ended December 31, 1993
<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
__________
Page No.
Report of Independent Public Accountants 2
Financial Statements:
Statements of Financial Condition at
December 31, 1993 and 1992 3
Statements of Income and Changes in Plan
Equity for the years ended December 31, 1993,
1992, and 1991 4
Notes to Financial Statements 5-12
Supplemental Schedules:
Schedule I - Investments at December 31, 1993 13
Schedule II - Statements of Financial Condition
by Account at December 31, 1993 and 1992 14-15
Schedule III - Statements of Income and Changes
in Plan Equity by Account for the years ended
December 31, 1993, 1992 and 1991 16-18
- 1 -
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<PAGE>
Report of Independent Public Accountants
To the Employee Savings Plan Committee:
We have audited the accompanying statements of financial condition of
Rhone-Poulenc Rorer Employee Savings Plan (the Plan) as of December
31, 1993 and 1992, and the related statements of income and changes in
plan equity for each of the three years in the period ended December
31, 1993. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on
these financial statements 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 financial condition of the Plan
as of December 31, 1993 and 1992, and the changes in plan equity for
each of the three years in the period ended December 31, 1993, 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, listed in the accompanying index on page 1, are presented
for the purpose of additional analysis and are not a required part of
the basic financial statements. The fund information in the
statements of financial condition and the statements of income and changes in
plan equity is presented for purposes of additional analysis rather
than to present the financial condition by account (Schedule II)
and the statements of income and changes in plan equity by account (Schedule
III) 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.
/s/ COOPERS & LYBRAND
--------------------------
COOPERS & LYBRAND
Philadelphia, Pennsylvania
June 10, 1994
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<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
at December 31, 1993 and 1992
<TABLE>
<CAPTION>
ASSETS 1993 1992
----------------- ----------------
<S> <C> <C>
$ 157,779,168 $ 144,547,076
Investments
Cash 429,602 577,169
Receivable from Rhone-Poulenc
Rorer Inc.:
Employer contributions 623,664 456,502
Employee contributions 1,343,580 1,103,729
----------------- ----------------
1,967,244 1,560,231
Loans to participants 6,609,435 4,188,153
----------------- ----------------
Total assets $ 166,785,449 $ 150,872,629
================= ================
LIABILITIES AND PLAN EQUITY
Plan equity $ 166,785,449 $ 150,872,629
----------------- ----------------
Total liabilities and plan equity $ 166,785,449 $ 150,872,629
================= ================
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN PLAN EQUITY
for the years ended December 31, 1993, 1992 and 1991
<TABLE>
<CAPTION>
1993 1992 1991
-------------- ------------ -------------
<S> <C> <C> <C>
Additions:
Contributions:
Employer $ 6,188,047 $ 4,800,608 $ 3,611,581
Employee 15,096,447 13,575,102 9,585,803
Transfer in of net assets -- 2,704,239 1,486,532
Investment income:
Interest income 6,929,739 6,943,378 7,030,685
Dividend income 2,723,853 1,062,522 665,500
Net (depreciation)
appreciation (8,533,639) (13,708,852) 20,662,471
-------------- -------------- ------------
Total additions 22,404,447 15,376,997 43,042,572
-------------- -------------- -----------
Deductions:
Withdrawals and terminations 6,491,627 8,822,827 8,249,230
Employer refund -- -- 334,344
-------------- ----------- ------------
Total deductions 6,491,627 8,822,877 8,583,547
-------------- ------------ -------------
Net increase in Plan equity 15,912,820 6,554,170 34,458,998
Plan equity, beginning of year 150,872,629 144,318,459 109,859,461
-------------- ------------ -------------
Plan equity, end of year $166,785,449 $150,872,629 $144,318,459
============= ============ ============
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Plan Provisions
Plan Description
The Rhone-Poulenc Rorer Employee Savings Plan (the Plan) is a
voluntary, defined contribution 401(k) plan for salaried and hourly
employees of Rhone-Poulenc Rorer Inc. (the Company) and its U.S.
subsidiaries.
Trustee and Recordkeeper
Effective October 1992, IDS Bank and Trust (a subsidiary of American
Express Company) was appointed Plan recordkeeper and trustee.
Eligibility
Employees are eligible to join the Plan following the completion of
three months of service (full-time employees) or one year of service
(part-time employees). As of December 31, 1993 there were 5,748
employees participating in the plan.
Contributions
All participant contributions are made on a before-tax basis. Each
participant may invest from 1 percent to 6 percent of annual basic
compensation (to a maximum of $6,000) as a basic contribution. In
addition, each participant may make an additional supplemental
contribution, subject to certain limitations. The total of the basic
and supplemental contributions can not exceed IRS limitations for
each Plan year. For the 1993 Plan year the total of such
contributions could not exceed $8,994; for the 1994 Plan year, this
limit is $9,240.
If a participant's annual contributions exceed the dollar limitation
set by the IRS thereby requiring a distribution of such excess
contributions, the participant will forfeit any employer
contributions related to the distribution amount. Amounts forfeited
will be used to reduce future employer contributions.
Employee rollover contributions from other qualified retirement plans
are permitted; such contributions are subject to the conditions and
procedures set forth in the Plan.
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<PAGE>
For the Plan year 1991, 1992 and the first eight months of 1993, the
Company matched participants' basic contributions in accordance with
the following schedule:
Percent of Basic Contribution Company Contribution Percentage
1st 1% 100%
2nd 1% 75%
3rd 1% 50
4th through 6th 1% 25%
Effective September 1, 1993, the Company increased the basic matching
contribution as follows:
Percent of Basic Contribution Company Contribution Percentage
1st 1% 100%
2nd 1% 90%
3rd 1% 80
4th through 6th 1% 50%
Additional amounts may be contributed at the option of the Company's
Board of Directors; however, total Company contributions may not
exceed $3,000 per participant during a Plan year. No additional
Company contributions were made in 1993, 1992 or 1991.
Employer contributions may be made in shares of the Company's common
stock or in cash which is then used to purchase Rhone-Poulenc Rorer
Inc. common stock.
In 1992, approximately $300,000 was credited toward amounts paid by
the Company as employer contributions representing excess and
forfeited employer contributions included in accounts payable to
Rhone-Poulenc Rorer at December 31, 1991.
Vesting
All participants are fully vested at all times in all amounts held in
their accounts.
Investment Options
Prior to January 1, 1993, participants could elect to invest
contributions in the Interest Accumulation Account, the Equity Index
Account, shares of Rhone-Poulenc Rorer Inc. Common Stock or Rhone-
Poulenc S.A. (RP) Contingent Value Rights (CVRs). Effective January
1, 1993, investment options were expanded to include the following
vehicles: IDS Discovery Fund, Inc.; IDS Federal Income Fund, Inc.;
IDS International Fund, Inc.; IDS Managed Retirement Fund, Inc.; IDS
Mutual Fund, Inc.; IDS New Dimensions Fund, Inc.; and IDS Trust
Collective Equity Index II Account. Currently, participants may
choose any combination of the investment vehicles listed above in
increments of one percent of their contribution except for the RP
CVRs which expired in July 1993.
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<PAGE>
<PAGE>
All employer contributions are made to the Rhone-Poulenc Rorer Inc.
Common Stock Account. A participant may not elect to transfer the
employer contribution from common stock to another investment medium
until the participant has reached age 55.
Withdrawals
If a participant retires, dies, becomes permanently disabled, or
otherwise separates from the Company, he (or in the case of death,
his beneficiary) is entitled to the full amount of his accounts as
valued on the applicable valuation date. Distribution of the
accounts for the reasons of death or retirement will be made as soon
as administratively practicable after the calendar quarter.
Distribution for reasons of permanent disability or termination of
employment will be paid at the normal retirement date or upon written
request for distribution.
While employed, a participant may make certain withdrawals upon 30
days' written notice of (1) his basic and supplemental contributions
made prior to July 1, 1984, with the limitation of one such
withdrawal in any Plan year, (2) the earnings on the pre-July 1, 1984
basic and supplemental contributions and rollover contributions, (3)
employer contributions which are not invested in the Common Stock
Account and which have been held in such accounts for at least two
years, and (4) post-June 30, 1984 basic and supplemental
contributions for the reason of financial hardship, as defined in the
Plan. Hardship withdrawals must be approved by the Savings Plan
Administrator. At the age of 59 1/2, the participant may withdraw
any portion of his basic and supplemental contribution amounts.
Before-tax contributions, Company matching and supplemental
contributions, and all investment earnings are fully taxable upon
distribution. Special lump-sum distribution rules apply for full
Plan withdrawals made after age 59 1/2. A ten percent surtax, as
well as a twenty percent mandatory withholding, is applicable to
taxable withdrawals and distributions prior to age 59 1/2, subject to
certain exceptions, including distributions due to death or permanent
disability.
Loan Provisions
Any Plan participant may apply for a loan provided the request does
not exceed 50% of the vested account value not to exceed $50,000
outstanding. Only one loan may be made every 365 days, and all loans
are subject to approval by the Savings Plan Administrator. Loan
terms are generally limited to five years with no penalty for early
repayment. Interest rates are determined by the Savings Plan
Committee in accordance with prevailing market rates on similar types
of loans. Interest paid by the participant is credited to the
participant's account. Administrative expenses associated with loans
are paid by the Company.
Plan Expenses
Brokerage commissions in connection with the Plan's purchase or sale
of securities are added to the cost of the securities or deducted
from the proceeds thereof, as the case may be. All other costs and
expenses incurred in the administration of the Plan are paid from the
assets of the
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<PAGE>
Plan unless otherwise paid by the Company. Currently,
trustee fees and recordkeeping fees are paid by the Company.
Termination of the Plan
The Company's Board of Directors may amend or suspend the Plan from
time to time and may terminate the Plan at any time (although there
is no present intent to do so) provided, however, that no such action
may cause the participants' employee and Company contribution
accounts to be used for purposes other than the exclusive benefit of
the participants and their beneficiaries. If the Plan is terminated
with respect to all participants or a group of participants, all such
participants' accounts shall become fully vested and all accounts of
participants shall be distributed as soon as administratively
possible.
Plan Mergers and Consolidations
Effective December 31, 1991, the Armour Pharmaceutical Company Hourly
Employee Savings Plus Plan (the Armour Plan) was merged into the
Plan. As a result, $1.5 million of Armour Plan net assets were
transferred to the Plan in 1991 and are reflected in the Plan
financial statements as of December 31, 1991.
Effective January 1, 1992, the Company's Payroll Stock Ownership Plan
was merged into the Plan. As a result, 41,764 shares ($2.7 million)
of Rhone-Poulenc Rorer common stock were transferred into the Rhone-
Poulenc Rorer Common Stock account.
Certain prior year items have been reclassified to conform to current
classifications.
2. Summary of Significant Accounting Policies
Investments
The Interest Accumulation Account is stated at contract value, cost
plus interest income earned on an accrual basis. The Rhone-Poulenc
Rorer Inc. Common Stock Account and the Contingent Value Rights
Account are stated at the fair market value of the Rhone-Poulenc
Rorer Inc. common stock and the RP CVRs included in the respective
accounts. All of the IDS Funds are stated at the fair market value
of the particular fund, see Note 5, "Investments."
On May 7, 1991, the Company announced a two-for-one common stock split
effective June 7, 1991 for shareholders of record on May 17, 1991.
RP, holder of approximately 68% of the Company's shares, similarly
split the CVRs it issued in July 1990.
Concentration of Credit Risk
The Plan has invested substantially all its assets in investment
accounts with three insurance companies, in IDS Bank and Trust
Company funds and in Rhone-Poulenc Rorer Inc. common stock. Funds
invested are subject to certain risks, which could result in losses
to the Plan in the event of non-performance.
- 8 -
<PAGE>
<PAGE>
In general, unless otherwise noted, no single common stock issue
represents more than 4% of the total assets of a particular IDS fund.
The IDS Federal Income Fund, Inc. holds approximately 70% of its
total assets in the Federal National Mortgage Association or the
Federal Home Loan Mortgage Corporation with the remaining 30% held in
various other U.S. Government securities including the Government
National Mortgage Association and U.S. Treasury Bills. The IDS
International Fund, Inc. holds various securities of companies
located in Japan, United Kingdom and France which comprise 28%, 14%
and 7%, respectively, of the total fund balance.
The Plan requires no collateral to support such investments. The
nature of the investments is discussed more fully in Note 3.
Contributions
Contributions from employees are deposited as soon as practicable but
no more than thirty days after the end of the calendar month in which
Rhone-Poulenc Rorer Inc. and its participating subsidiaries make
payroll deductions from plan participants. Contributions from the
employees and the Company are recorded in the same period as the
corresponding payroll deductions.
Net (Depreciation) Appreciation
The Plan presents in the Statements of Income and Changes in Plan
Equity the net (depreciation) appreciation in the fair value of its
investments which consists of the realized losses or gains and
unrealized (depreciation) appreciation on those investments.
3. Significant Aspects of Investment Options
IDS Discovery Fund, Inc.
The IDS Discovery Fund, Inc. is a diversified mutual fund that invests
primarily in common stocks of small and medium size growth companies,
many of which specialize in technological innovation. Total units
and unit values invested in the fund at December 31, 1993 were
226,757 at $12.064, respectively. There were 858 participants in the
fund at December 31, 1993.
IDS Federal Income Fund, Inc.
The IDS Federal Income Fund, Inc. invests primarily in U.S. government
and government agency securities. Total units and unit values
invested in the fund at December 31, 1993 were 173,216 at $5.064,
respectively. There were 368 participants in the fund at December
31, 1993.
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<PAGE>
<PAGE>
IDS International Fund, Inc.
The IDS International Fund, Inc. is a diversified mutual fund that
invests primarily in common stocks and securities convertible into
common stocks of foreign issuers. Total units and unit values
invested in the fund at December 31, 1993 were 221,380 at $10.349,
respectively. There were 598 participants in the fund at December
31, 1993.
IDS Managed Retirement Fund, Inc.
The IDS Managed Retirement Fund, Inc. is a diversified mutual fund
that invests in common and preferred stocks, convertible securities,
debt securities and money market instruments. The investments are
both U.S. and foreign. Total units and unit values invested in the
fund at December 31, 1993 were 432,723 at $11.826, respectively.
There were 1,022 participants in the fund at December 31, 1993.
IDS Mutual Fund, Inc.
The IDS Mutual Fund, Inc. is a diversified mutual fund that invests in
common stocks and senior securities (preferred stock and debt
securities) issued by U.S. and foreign companies as well as
convertible securities and money market instruments. Total units and
unit values invested in the fund at December 31, 1993 were 354,595 at
$12.463, respectively. There were 1,052 participants in the fund at
December 31, 1993.
IDS New Dimensions Fund, Inc.
The IDS New Dimensions Fund, Inc. is a diversified mutual fund that
invests primarily in common stocks and securities convertible into
common stocks of U.S. and foreign companies. Total units and unit
values invested in the fund at December 31, 1993 were 430,548 at
$14.340, respectively. There were 1,432 participants in the fund at
December 31, 1993.
IDS Trust Collective Equity Index II Account
The IDS Trust Collective Equity Index II Account, formerly called the
Equity Index Account, is a fund of common stocks currently managed by
IDS and designed to closely match the total investment performance of
the Standard and Poor's 500 Composite Stock Index. The account
portfolio contains all common stock issues represented in the
Standard and Poor's Index except for stock of its parent company
(American Express).
The account is passively maintained; transactions occur only for the
purpose of investing new contributions, funding withdrawals, or
adjusting to changes made in the composition of stocks included in
the Standard and Poor's index.
Total units and unit values invested in the account at December 31,
1993 and 1992 were 1,629,156 at $11.489 per unit and 1,995,153 at
$10.509 per unit, respectively. There were 2,192 participants in the
IDS Trust Collective Equity II Index Account at December 31, 1993
(1992 - 4,640).
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<PAGE>
<PAGE>
Interest Accumulation Account
The Interest Accumulation Account is a pool of interest-bearing
contracts, the principal and interest of which are guaranteed by the
issuing companies, as of December 31, 1993 those companies were Aetna
Life Insurance Company, John Hancock Mutual Life Insurance Company
and The Prudential Insurance Company of America. Effective January
1994 New York Life was added to the pool. The interest rate on funds
on deposit in this account during 1993 ranged from 5.56 percent to
9.05 percent, and from 6.52 percent to 9.05 percent in 1992. There
were 4,392 and 4,640 participants in the Interest Accumulation
Account at December 31, 1993 and 1992, respectively.
Rhone-Poulenc Rorer Inc. Common Stock Account
This account consists of Rhone-Poulenc Rorer Inc. common stock
acquired at the prevailing market price and temporary investments
held by the trustee, currently IDS Bank & Trust. Total shares held
in the account as of December 31, 1993 were 1,032,658 valued at
$36.50 per share. At December 31, 1992 there were 921,292 shares
valued at $46.625 per share. There were 5,640 participants in the
Rhone-Poulenc Rorer Inc. Common Stock Account at December 31, 1993
(1992 - 5,488).
Rhone-Poulenc S.A. Contingent Value Rights Account
This account held the Rhone-Poulenc S.A. CVRs either received by the
Plan during 1990 as a result of the transaction between RP and Rorer
or subsequently acquired. The CVRs provided for payment in 1993 by
RP to the holder of the CVRs of an amount contingent upon the price
of the Company's common stock, subject to certain limitations and
conditions. The CVRs matured in July 1993 and pursuant to their
terms, RP paid CVR holders for each CVR the sum of $.12, representing
the difference between the average market value of RPR common shares
for a 90-day period prior to maturity ($49.01) and the CVR Target
Price of $49.13. All proceeds from the matured CVRs were transferred
into the Interest Accumulation Account. Total CVRs held in the
account were 167,238 valued at $.09 per right at July 31, 1993.
There were 1,719 and 1,878 participants in the Contingent Value
Rights Account at July 31, 1993 and December 31, 1992, respectively.
4. Investments
Investments, including costs, are detailed as follows:
<TABLE>
<CAPTION>
December 31,
1993 1992
------------ -------------
<S> <C> <C>
IDS Discovery Fund, Inc.
(cost: 1993, $2,638,825) $ 2,735,598 $ --
IDS Federal Income Fund, Inc.
(cost: 1993, $911,398) 877,163 --
IDS International Fund, Inc.
(cost: 1993, $2,088,372) 2,291,062 --
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
<CAPTION>
December 31,
1993 1992
------------- -------------
<S> <C> <C>
IDS Managed Retirement Fund, Inc.
(cost: 1993, $5,017,033) 5,117,380 --
IDS Mutual Fund, Inc.
(cost: 1993, $4,492,920) 4,419,318 --
IDS New Dimensions Fund, Inc.
(cost: 1993, $6,002,089) 6,174,058 --
IDS Trust Collective Equity Index II
(cost: 1993, $16,956,049 and 1992,
$12,183,266) 18,717,374 20,967,063
Interest Accumulation Account
(cost: 1993, $73,487,742 and 1992,
$52,658,974) 79,755,198 80,181,207
Rhone-Poulenc Rorer Inc. Common Stock
Account (cost: 1993, $47,141,513 and
1992, $36,187,386) 37,692,017 42,955,240
Rhone-Poulenc S.A. Contingent Value
Rights (cost: 1993, $ -- and 1992,
$692,660) -- 443,566
------------- -------------
$157,779,168 $144,547,076
============= =============
</TABLE>
5. Tax status
The Plan's counsel believes that the Plan, as amended and restated
effective January 1, 1992, is designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code and is qualified, and therefore tax exempt, thereunder. The
Company intends to file a request with the IRS for a favorable
determination letter.
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<PAGE>
<PAGE>
<TABLE>
Schedule I
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
INVESTMENTS
at December 31, 1993
<CAPTION>
Party-
in-
interest Identity of Issue Description of investment Cost Current Value
- - - - - -------- ---------------------------- ------------------------------- ------------ ----------------
<S> <C> <C> <C> <C>
N/A IDS Discovery Fund, Inc. Equity mutual fund
(226,757 units at $12.064 per unit) $ 2,638,825 $ 2,735,598
N/A IDS Federal Income Fund, Inc. Fixed mutual fund
(173,216 units at $5.064 per unit) 911,398 877,163
N/A IDS International Fund, Inc. Equity mutual fund
(221,380 units at $10.349 per unit) 2,088,372 2,291,062
N/A IDS Managed Retirement Fund, Balanced mutual fund
Inc. (432,723 units at $11.826 per unit) 5,017,033 5,117,380
N/A IDS Mutual Fund, Inc. Balanced mutual fund
(354,595 units at $12.463 per unit) 4,492,920 4,419,318
N/A IDS New Dimensions Fund, Inc. Equity mutual fund
(430,548 units at $14.340 per unit) 6,002,089 6,174,058
N/A IDS Trust Collective Equity Equity Index Account
Index II (1,629,156 units at $11.489 per unit) 16,956,049 18,717,374
N/A Rhone-Poulenc Rorer Rhone-Poulenc Rorer Inc.
Inc. Common Stock Common Stock (1,032,658 shares
at $36.50 per share) 47,141,513 37,692,017
N/A Aetna Group Deferred Annuity Interest Accumulation Account
Contract (Interest rate of 9.05 percent) 54,877,435 59,557,697
N/A John Hancock Group Deferred Interest Accumulation Account
Annuity Contracts (Interest rates from 5.56
percent to 8.92 percent) 6,861,262 7,446,430
N/A The Prudential Group Deferred Interest Accumulation Account
Annuity Contract (Interest rate of 6.52 percent) 11,749,045 12,751,071
------------- -------------
$158,735,941 $157,779,168
============= =============
</TABLE>
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<PAGE>
<PAGE>
<TABLE>
Schedule II
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION BY ACCOUNT
at December 31, 1993
<CAPTION>
IDS IDS IDS IDS IDS IDS IDS TRUST INTEREST RHONE- PARTICI COMBINED
DISCOVERY FEDERAL INTERNA MANAGED MUTUAL NEW COLLECTIVE ACCUMU POULENC PANT ACCOUNTS
FUND, INCOME TIONAL RETIRE FUND, DIMENSIONS EQUITY LATION RORER PROMMIS
INC. FUND, FUND, MENT FUND, INC. FUND, INDEX II ACCOUNT COMMON SORY
INC. INC. INC. INC. STOCK NOTES
-----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Invest-
ments $2,735,598 $877,163 $2,291,062 $5,117,380 $4,419,318 $6,174,058 $18,717,374 $79,755,198 $37,692,017 $ -- $157,779,168
Cash 233 75 197 436 377 524 1,587 203,827 222,346 -- 429,602
Recei
vables:
Employer
contri-
butions -- -- -- -- -- -- -- -- 623,664 -- 623,664
Employee
contri-
bution 63,626 22,734 49,311 96,725 86,031 133,112 129,203 507,934 254,904 -- 1,343,580
Loans to
partici-
pants -- -- -- -- -- -- -- -- -- 6,609,435 6,609,435
---------------------------------------------------------------------------------------------------------------------------
Total
assets $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
===========================================================================================================================
LIABILITIES AND PLAN EQUITY
Plan
equity $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
---------------------------------------------------------------------------------------------------------------------------
Total
Liabil
ities and
plan
equity $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
===========================================================================================================================
</TABLE>
- 14 -
<PAGE>
<PAGE>
<TABLE>
Schedule II
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION BY ACCOUNT
at December 31, 1992
<CAPTION>
RHONE-POULENC
INTEREST EQUITY RORER INC. PARTICIPANTS'
ACCUMULATION INDEX COMMON STOCK PROMISSORY COMBINED
ACCOUNT ACCOUNT AND CVR ACCOUNTS NOTES ACCOUNT ACCOUNTS
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments $ 80,181,207 $ 20,967,063 $ 43,398,806 $ -- $ 144,547,076
Cash 413,280 -- 163,889 -- 577,169
Receivables:
Employer contributions -- -- 456,502 -- 456,502
Employee contributions 510,150 202,223 391,356 -- 1,103,729
Loans to participants -- -- -- 4,188,153 4,188,153
-----------------------------------------------------------------------------------------
Total assets $ 81,104,637 $ 21,169,286 $ 44,410,553 $ 4,188,153 $ 150,872,629
=========================================================================================
LIABILITIES AND PLAN EQUITY
Plan equity 81,104,637 21,169,286 44,410,553 4,188,153 150,872,629
----------------------------------------------------------------------------------------
Total liabilities
and plan equity $ 81,104,637 $ 21,169,286 $ 44,410,553 $ 4,188,153 $ 150,872,629
=========================================================================================
</TABLE>
- 15 -
<PAGE>
<PAGE>
<TABLE>
Schedule III
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY BY ACCOUNT
for the year ended December 31, 1993
<CAPTION>
IDS IDS IDS IDS IDS IDS IDS TRUST INTEREST RHONE- PARTICI COMBINED
DISCOVERY FEDERAL INTERNA MANAGED MUTUAL NEW COLLECTIVE ACCUMU POULENC PANTS ACCOUNTS
FUND, INCOME TIONAL RETIRE FUND, DIMENSIONS EQUIY LATION RORER PROMIS
INC. FUND, FUND, MENT FUND, INC. FUND, INDEX II ACCOUNT COMMON SORY
INC. INC. INC. INC. STOCK NOTES
ACCOUNT ACCOUNTS
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contribution:
Employer $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 6,188,047 $ -- $ 6,188,047
Employee 563,405 284,172 292,138 952,600 873,397 1,232,533 1,759,057 5,519,331 3,619,814 -- 15,096,447
Investment
income:
Interest
income 15,639 8,834 6,238 19,560 18,415 29,541 61,618 6,656,249 113,645 -- 6,929,739
Dividend
income 103,892 65,091 53,565 409,422 355,467 296,726 478,739 -- 960,951 -- 2,723,853
Net (depreciation)
/appreci-
ation 114,570 (31,989) 228,403 128,591 (44,441) 216,049 1,287,334 -- (10,432,156) -- (8,533,639)
Transfers, (1)
net 2,042,215 642,718 1,862,676 3,858,036 3,428,676 4,780,146 (5,135,935) (9,052,492) (4,847,322) 2,421,282 --
---------------------------------------------------------------------------------------------------------------------------
Total
additions 2,839,721 968,826 2,443,020 5,368,209 4,631,514 6,554,995 (1,549,187) 3,123,088 (4,397,021) 2,421,282 22,404,447
Deductions:
Withdrawals
and termin
ations 40,264 68,854 102,450 153,668 125,788 247,301 771,935 3,760,766 1,220,601 -- 6,491,627
---------------------------------------------------------------------------------------------------------------------------
Net increase in
plan
equity 2,799,457 899,972 2,340,570 5,214,541 4,505,726 6,307,694 (2,321,122) (637,678) (5,617,622) 2,421,282 15,912,820
Plan equity
beginning of
year -- -- -- -- -- -- 21,169,286 81,104,637 44,410,553 4,188,153 150,872,629
---------------------------------------------------------------------------------------------------------------------------
Plan equity
end of
year $2,799,457 $899,972 $2,340,570 $5,214,541 $4,505,726 $6,307,694 $18,848,164 $80,466,959 $38,792,931 $6,609,435 $166,785,449
============================================================================================================================
<FN>
(1) Transfers include new loans issued of $4,017,459 and repayments of $1,596,177.
</FN>
</TABLE>
- 16 -
<PAGE>
<PAGE>
<TABLE>
Schedule III
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY BY ACCOUNT
for the year ended December 31, 1992
<CAPTION>
RHONE-POULENC PARTICIPANTS
INTEREST EQUITY RORER INC. PROMISSORY
ACCUMULATION INDEX COMMON STOCK NOTES COMBINED
ACCOUNT ACCOUNT CVR ACCOUNT ACCOUNT ACCOUNTS
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ -- $ -- $ 4,800,608 $ -- $ 4,800,608
Employee 6,461,637 2,489,834 4,623,631 -- 13,575,102
Assets transferred in -- -- 2,704,239 -- 2,704,239
Investment income:
Interest income 6,640,050 130,869 172,459 -- 6,943,378
Dividend income -- 504,025 558,497 -- 1,062,522
Net (depreciation) appreciation -- 872,845 (14,581,697) -- (13,708,852)
Transfers, net (7,367,174) 1,373,114 4,842,975 1,151,085(1) --
-----------------------------------------------------------------------------
Total additions 5,734,513 5,370,687 3,120,712 1,151,085 15,376,997
-----------------------------------------------------------------------------
Deductions:
Withdrawals and terminations 5,028,071 1,128,858 2,665,898 -- 8,822,827
------------------------------------------------------------------------------
Net increase in Plan equity 706,442 4,241,829 454,814 1,151,085 6,554,170
Plan equity, beginning of year 80,398,195 16,927,457 43,955,739 3,037,068 144,318,459
------------------------------------------------------------------------------
Plan equity, end of year $ 81,104,637 $ 21,169,286 $ 44,410,553 $ 4,188,153 $150,872,629
==============================================================================
<FN>
(1) Transfers include new loans issued of $2,263,610 and repayments of $1,112,525.
</FN>
</TABLE>
- 17 -
<PAGE>
<PAGE>
<TABLE>
Schedule III
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY BY ACCOUNT
for the year ended December 31, 1991
<CAPTION>
RHONE-POULENC
INTEREST EQUITY RORER INC. PARTICIPANTS
ACCUMULATION INDEX COMMON STOCK & PROMISSORY COMBINED
ACCOUNT ACCOUNT CVR ACCOUNTS NOTES ACCOUNT ACCOUNTS
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ -- $ -- $ 3,611,581 $ $ 3,611,581
Employee 5,667,098 1,663,304 2,255,401 9,585,803
Assets transferred in 754,558 132,318 599,656 -- 1,486,532
Investment income:
Interest income 6,845,930 98,992 85,763 -- 7,030,685
Dividend income -- 423,746 241,754 -- 665,500
Net appreciation -- 3,270,047 17,392,424 -- 20,662,471
Transfers, net (6,157,527) 194,823 4,150,167 1,812,537(1) --
-------------------------------------------------------------------------------
Total additions 7,110,059 5,783,230 28,336,746 1,812,537 43,042,572
Deductions:
Withdrawals and termination 6,118,605 878,227 1,252,398 -- 8,249,230
Employer refund 187,706 291 146,347 -- 334,344
------------------------------------------------------------------------------
Total deductions 6,306,311 878,518 1,398,745 -- 8,583,574
------------------------------------------------------------------------------
Net increase in Plan equity 803,748 4,904,712 26,938,001 1,812,537 34,458,998
Plan equity, beginning of year 79,594,447 12,022,745 17,017,738 1,224,531 109,859,461
---------------------------------------------------------------------------------
Plan equity, end of year $ 80,398,195 $ 16,927,457 $ 43,955,739 $ 3,037,068 $144,318,459
=================================================================================
<FN>
(1) Transfers include new loans issued of $2,146,278 and repayments of $333,741.
</FN>
</TABLE>
- 18 -
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No.
1. Consent of Independent Public Accountants
<PAGE>
<PAGE>
Exhibit 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the
registration statement of Rhone-Poulenc Rorer Inc. on
Form S-8 (Registration No. 33-17269) of our report
dated June 10, 1994, on our audits of the financial
statements and supplemental schedules of Rhone-Poulenc
Rorer Inc. Employee Savings Plan as of December 31,
1993 and 1992, and for the years ended December 31,
1993, 1992, and 1991, which report is included in this
Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND
-----------------------
COOPERS & LYBRAND
Philadelphia, Pennsylvania
June 24, 1994
