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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
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[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission file number 1-5851
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
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(Full title of plan)
RHONE-POULENC RORER INC.
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(Name of issuer of securities held pursuant to the plan)
500 Arcola Road Collegeville, Pennsylvania 19426
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 610-454-8000
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
ANNUAL REPORT ON FORM 11-K
For the year ended December 31, 1995
Table of Contents
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Page No.*
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(a) Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits
at December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available for
Benefits for the years ended
December 31, 1995 and 1994 4
Notes to Financial Statements 5-16
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1995 17
Schedule of Reportable Transactions
for the year ended December 31, 1995 18
* Refers to page number in the 1995 Annual Report of the
Rhone-Poulenc Rorer Employee Savings Plan.
(b) Exhibits:
(1) Consent of Independent Accountants.
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ANNUAL REPORT OF THE
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
-----------------------
For the year ended December 31, 1995
<PAGE>
<PAGE>
ANNUAL REPORT OF THE
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
__________
Page No.
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Financial Statements:
Report of Independent Accountants 2
Statements of Net Assets Available for Benefits at
December 31, 1995 and 1994 3
Statements of Changes in Net Assets Available for
Benefits for the years ended
December 31, 1995 and 1994 4
Notes to Financial Statements 5-16
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes
at December 31, 1995 17
Schedule of Reportable Transactions
for the year ended December 31, 1995 18
1
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Report of Independent Accountants
---------------------------------
To the Employee Savings Plan Committee:
We have audited the accompanying statements of net assets
available for benefits of Rhone-Poulenc Rorer Employee Savings
Plan ("the Plan") as of December 31, 1995 and 1994, and the
related statements of changes in net assets available for
benefits for each of the two years in the period ended
December 31, 1995. 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 net assets
available for benefits of the Plan as of December 31, 1995 and
1994, and the changes in net assets available for benefits for
each of the two years in the period ended December 31, 1995,
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 but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act
of 1974. The supplemental schedules 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 L.L.P.
-------------------------------
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
May 29, 1996
2
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
-----------------------------
1995 1994
------------ ------------
ASSETS
Investments $233,498,703 $178,507,350
Cash 607,304 733,648
Receivables:
Employer contributions 531,402 559,709
Employee contributions 1,203,144 1,156,910
Dividends 1,647,066 646,383
------------ ------------
3,381,612 2,363,002
Loans to participants 7,362,143 7,063,127
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Total assets 244,849,762 188,667,127
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LIABILITIES
Payable to Rhone-Poulenc Rorer Inc. 125,000 --
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $244,724,762 $188,667,127
============ ============
See accompanying notes to financial statements.
3
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the years ended December 31,
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1995 1994
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ADDITIONS
Contributions:
Employer $ 7,078,341 $ 7,377,891
Employee 15,154,154 15,379,175
Investment income:
Interest income 7,897,738 7,111,337
Dividend income 4,087,814 2,914,652
Net appreciation (depreciation) 33,307,427 (2,230,171)
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Total additions 67,525,474 30,552,884
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DEDUCTIONS
Withdrawals and terminations 11,467,839 8,671,206
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NET INCREASE 56,057,635 21,881,678
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 188,667,127 166,785,449
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End of year $244,724,762 $188,667,127
============ ============
See accompanying notes to financial statements.
4
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RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1. Summary of Significant Plan Provisions
Plan Description
The Rhone-Poulenc Rorer Employee Savings Plan (the "Plan") is
a voluntary, defined contribution Section 401(k) plan for
salaried and hourly employees of Rhone-Poulenc Rorer Inc. (the
"Company") and its U.S. subsidiaries.
Trustee and Recordkeeper
The American Express Trust Company (the "Trustee") is the
Plan's recordkeeper and trustee.
Plan Administrator
The Employee Savings Plan Committee (the "Committee"), as
appointed by the Company's Board of Directors, is responsible
for the general administration of the Plan.
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,
1995, there were 5,655 participants 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 1995 and 1994 plan years, the total of such
contributions can not exceed $9,240. This amount has been
raised by the IRS in 1996 to $9,500. 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.
The Company's basic matching contribution for the majority of
plan participants is as follows:
Company
Percent of Basic Contribution Contribution Percentage
----------------------------- -----------------------
1st 1% 100%
2nd 1% 90%
3rd 1% 80%
4th through 6th 1% 50%
5
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Employer contributions may be made in shares of the Company's
common stock or in cash which is then used to purchase the
Company's common stock. Employer contributions for the 1995
and 1994 plan years were made in cash.
Vesting
All participants are fully vested at all times in all amounts
held in their accounts.
Investment Options
Investment options include the following vehicles: IDS
Discovery Fund, Inc.; IDS Federal Income Fund, Inc.; IDS
International Fund, Inc.; IDS Managed Retirement Fund, Inc.;
IDS Mutual; IDS New Dimensions Fund, Inc. (collectively, the
"IDS funds"); American Express Trust Equity Index Fund I;
Interest Accumulation Account; and Rhone-Poulenc Rorer Inc.
Common Stock Account. The American Express Trust Equity Index
Fund I replaced the IDS Trust Collective Equity Index II
Account in February 1994. The IDS funds are managed by
American Express Financial Corporation. Participants may
choose any combination of available investment vehicles in
increments of one percent of their contribution.
All employer contributions are made to the Rhone-Poulenc Rorer
Inc. Common Stock Account. Prior to 1996, a participant could
not elect to transfer employer contributions from common stock
to another investment medium until the participant reached age
55. In January 1996, the Plan was amended to allow
participants to transfer all employer contributions made after
December 18, 1992 to another investment medium after a period
of 36 months from the date of contribution, regardless of the
participant's age.
New Investment Options in 1996
Effective June 3, 1996, four new investment options are
available to participants: IDS Selective Fund, Inc. (Class
Y), an investment-grade bond fund; IDS Growth Fund, Inc.
(Class Y), an equity fund; Templeton Foreign Fund (Class II),
an equity fund investing primarily in non-U.S. companies; and
AIM Constellation Fund (Class B), an equity fund investing
primarily in medium-sized and smaller emerging growth
companies.
Withdrawals/Distributions
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
account as valued on the applicable valuation date. In the
event of a participant's death, distribution of his account
will be made as soon as administratively practicable upon the
receipt of appropriate documentation from his designated
beneficiary. Distributions for reasons of retirement,
permanent disability or termination will be made upon written
request. Distributions of a participant's account are
typically made in a single payment; however, distributions for
reasons other than death may be made under a continuous
withdrawal method at the discretion of the Committee.
Deferrals of distributions can not be made past the age of 70
1/2.
While employed, a participant may make certain withdrawals
upon 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
held in investment vehicles other than the Rhone-Poulenc Rorer
Inc. Common Stock Account and which have been held in such
vehicles 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 Committee. 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 to the participant. Special lump-sum
6
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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 participant who is an employee may apply for a loan
provided the request does not exceed 50% of his vested account
value and the total outstanding does not exceed $50,000.
Company matching contributions can not be liquidated within 36
months of contribution to provide any portion of the loan
principal. Only one loan may be made every 365 days and all
loans are subject to approval by the Committee. Loan terms
are generally limited to five years with no penalty for early
repayment. Interest rates are determined by the Committee in
accordance with prevailing market rates on similar types of
loans. Interest paid by the participant is credited to the
participant's account. If a participant defaults on an
outstanding loan, the unpaid amount is treated as a taxable
withdrawal and is subject to the ten percent surtax (prior to
age 59 1/2) referred to above and federal income taxes.
Administrative expenses associated with loans are paid by the
Company.
When a participant receives a distribution from the Plan, any
outstanding loan balance (plus accrued interest) will be
deducted from the amount of the distribution. A participant
may then either default on the loan or make arrangements to
continue loan repayments beyond when he becomes entitled to a
distribution as long as his remaining interest in the Plan
exceeds his outstanding loan balance.
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 (i.e., trustee and recordkeeper fees) are currently
paid by the Company.
Cash Advances
In accordance with an agreement between the Company and the
Trustee, the Company periodically makes cash advances to the
Plan to cover temporary cash shortages in the Rhone-Poulenc
Rorer Inc. Common Stock Account and the Interest Accumulation
Account resulting from the timing of transaction settlement.
At December 31, 1995, outstanding cash advances under this
arrangement totaled $125,000. This amount was repaid to the
Company in January 1996.
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.
NOTE 2. Summary of Significant Accounting Policies
Investments
All of the IDS funds and the American Express Trust Equity
Index Fund I are stated at the fair market value of the
particular fund. The Interest Accumulation Account is stated
7
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at contract value (cost plus interest income earned on an
accrual basis) which approximates fair value. The Rhone-
Poulenc Rorer Inc. Common Stock Account is stated at the fair
market value of the Company's common stock.
Concentration of Credit Risk
The Plan has invested substantially all of its assets in
investment accounts with five insurance companies, in American
Express Trust Company funds and in Rhone-Poulenc Rorer Inc.
common stock. Assets invested are subject to certain risks,
which could result in losses to the Plan in the event of non-
performance.
In general, unless otherwise noted, no single common stock
issue represented more than 4% of the total assets of a
particular IDS fund at December 31, 1995 and 1994. The IDS
Federal Income Fund, Inc. holds approximately 62% (1994: 60%)
of its total assets in the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation with
the remaining 38% (1994: 40%) held in various other U.S.
Government securities, primarily U.S. Treasury Bills. The IDS
International Fund, Inc. holds various securities of companies
located in Japan, United Kingdom and France which comprised
28%, 15% and 8%, respectively, of the total fund balance
(1994: 25%, 14% and 7%, respectively).
The Plan requires no collateral to support its 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 the Company 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 Appreciation (Depreciation)
The Plan presents in the Statements of Changes in Net Assets
Available for Benefits the net appreciation (depreciation) in
the fair value of its investments which consists of the
realized gains (losses) and unrealized appreciation
(depreciation) on those investments.
Use of Estimates
Certain amounts included in the accompanying financial
statements and related footnotes reflect the use of estimates
based on assumptions made by the Plan's management. Actual
amounts could differ from those estimates.
Reclassifications
Certain prior year items have been reclassified to conform to
current classifications.
NOTE 3. Significant Aspects of Investment Options
IDS Discovery Fund, Inc. (Class Y)
The IDS Discovery Fund, Inc. (Class Y) 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, 1995 and 1994 were
322,372 at $10.279 per unit and 260,276 at $11.104 per unit,
respectively. There were 1,152 participants in the fund at
December 31, 1995 (1994: 1,008).
8
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IDS Federal Income Fund, Inc. (Class Y)
The IDS Federal Income Fund, Inc. (Class Y) invests primarily
in U.S. government and government agency securities. Total
units and unit values invested in the fund at December 31,
1995 and 1994 were 233,226 at $5.090 per unit and 174,199 at
$4.775 per unit, respectively. There were 455 participants in
the fund at December 31, 1995 (1994: 385).
IDS International Fund, Inc. (Class Y)
The IDS International Fund, Inc. (Class Y) 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, 1995 and 1994 were 429,000 at $10.174 per unit and 462,314
at $9.465 per unit, respectively. There were 1,108
participants in the fund at December 31, 1995 (1994: 1,090).
IDS Managed Retirement Fund, Inc. (Class Y)
The IDS Managed Retirement Fund, Inc. (Class Y) is a
diversified mutual fund that invests in common and preferred
stocks, convertible securities, debt securities and money
market instruments issued by both U.S. and foreign companies.
Total units and unit values invested in the fund at December
31, 1995 and 1994 were 708,725 at $11.619 per unit and 617,573
at $10.345 per unit, respectively. There were 1,427
participants in the fund at December 31, 1995 (1994: 1,286).
IDS Mutual (Class Y)
IDS Mutual (Class Y), a part of IDS Investment Series, 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, 1995 and 1994 were
497,144 at $13.077 per unit and 402,014 at $11.021 per unit,
respectively. There were 1,306 participants in the fund at
December 31, 1995 (1994: 1,184).
IDS New Dimensions Fund, Inc. (Class Y)
The IDS New Dimensions Fund, Inc. (Class Y) 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, 1995 and 1994 were 776,461 at $17.271 per unit
and 540,153 at $13.289 per unit, respectively. There were
2,065 participants in the fund at December 31, 1995 (1994:
1,718).
American Express Trust Equity Index Fund I
The American Express Trust Equity Index Fund I is a fund of
common stocks designed to closely match the total investment
performance of the Standard and Poor's 500 Composite Stock
Index (the "S&P 500 Index"). In February 1994, The American
Express Trust Equity Index Fund I replaced the IDS Trust
Collective Equity Index Fund II. The American Express account
portfolio contains all common stock issues represented in the
S&P 500 Index except for stock of American Express Financial
Corporation. No single common stock issue can exceed 10% of
the account portfolio at the time of purchase. The fund 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 S&P 500 Index. Total units and unit values
invested in the fund at December 31, 1995 and December 31,
1994 were 1,462,740 at $16.710 per unit and 1,437,629 at
$12.169 per unit, respectively. There were 2,069 participants
in the fund at December 31, 1995 (1994: 2,002).
9
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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. Issuing companies of
contracts in the account at December 31, 1995 were Aetna Life
Insurance Company, John Hancock Mutual Life Insurance Company,
Metropolitan Life Insurance, The Prudential Insurance Company
of America, and New York Life Insurance Company. The
contracts, which had an aggregate fair market value of
$98,616,940, are considered fully benefit-responsive. Each
contract is subject to early termination penalties which may
be significant. The interest rates on funds on deposit in the
Interest Accumulation Account ranged from 5.53 percent to 9.05
percent in both 1995 and 1994. The weighted average interest
rate of all outstanding contracts at December 31, 1995 was
8.20 percent. There were 4,171 participants in the account at
December 31, 1995 (1994: 4,241).
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. Total shares held in the
account as of December 31, 1995 and 1994 were 1,378,927 and
1,282,833, respectively. Share values as of December 31, 1995
and 1994 were $53.25 and $36.50 per share, respectively.
There were 5,602 participants in the account at December 31,
1995 (1994: 5,547). The amount of this account that was non-
participant-directed at December 31, 1995 approximated $23.4
million, which was primarily related to the past 36 months of
employer contributions.
Allocation of Investment Performance
Investment performance (i.e., interest and dividends) within
the Funds is allocated to participant accounts based on a
participant's relative unit value interest in an individual
fund at the earnings date.
NOTE 4. Tax Status
The Company obtained a determination letter from the Internal
Revenue Service ("IRS") in May 1995 stating that the Plan, as
amended and restated effective January 1, 1992, qualifies
under Section 401(a) of the Internal Revenue Code and is
therefore exempt from income taxes thereunder. The Committee
believes that the Plan is operating in compliance with all
applicable IRS regulations.
NOTE 5. Subsequent Transfers to and from the Plan (Unaudited)
Effective January 1, 1996, plan assets totaling $41,588,093
were transferred from the Plan into two separate Section
401(k) savings plans established by Centeon L.L.C., a joint
venture company. The amount represented participant balances
of 1,526 former Company employees who transferred to Centeon
L.L.C. The amount of the transfer, by fund, was as follows:
IDS Discovery Fund, Inc. $ 602,461
IDS Federal Income Fund, Inc. 269,302
IDS International Fund, Inc. 845,221
IDS Managed Retirement Fund, Inc. 1,135,031
IDS Mutual 1,332,543
IDS New Dimensions Fund, Inc. 2,199,595
American Express Trust Equity Index Fund I 2,993,282
Interest Accumulation Account 14,492,163
Rhone-Poulenc Rorer Inc. Common Stock Account 15,836,719
Participants' Promissory Notes Account 1,881,776
-----------
$41,588,093
===========
Effective May 1, 1996, plan assets of the Applied Immune
Sciences, Inc. ("AIS") Employee Savings Plan, totaling
approximately $2 million, were transferred into the Plan.
10
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NOTE 6. Net Assets Available for Benefits by Account
Net assets available for benefits by account at December 31, 1995 and 1994 were
as follows:
<TABLE>
<CAPTION>
December 31, 1995
IDS IDS IDS IDS IDS NEW
DISCOVERY FEDERAL INTERNAT- MANAGED DIMENSIONS
FUND, INCOME IONAL RETIREMENT IDS FUND,
INC. FUND, INC. FUND, INC. FUND, INC. MUTUAL INC.
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $3,313,666 $1,187,119 $4,364,642 $8,234,673 $6,501,151 $13,410,264
Cash 160 57 210 396 313 646
Receivables:
Employer
contributions -- -- -- -- -- --
Employee
contributions 63,557 20,512 59,662 109,241 91,577 185,569
Dividends 918,543 -- 131,626 -- -- 596,897
Loans to
participants -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -----------
Total assets 4,295,926 1,207,688 4,556,140 8,344,310 6,593,041 14,193,376
---------- ---------- ---------- ---------- ---------- -----------
LIABILITIES
Payable to Rhone-
Poulenc Rorer Inc. -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- -----------
NET ASSETS
AVAILABLE FOR
BENEFITS $4,295,926 $1,207,688 $4,556,140 $8,344,310 $6,593,041 $14,193,376
========== ========== ========== ========== ========== ===========
<PAGE>
<CAPTION>
AMERICAN RHONE-
EXPRESS POULENC PARTICIPANTS'
TRUST INTEREST RORER INC. PROMISSORY
EQUITY ACCUMULATION COMMON STOCK NOTES COMBINED
INDEX FUND I ACCOUNT ACCOUNT ACCOUNT ACCOUNTS
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments $24,442,385 $98,616,940 $73,427,863 $ -- $233,498,703
Cash 1,177 269,013 335,332 -- 607,304
Receivables:
Employer
contributions -- -- 531,402 -- 531,402
Employee
contributions 111,364 358,952 202,710 -- 1,203,144
Dividends -- -- -- -- 1,647,066
Loans to
participants -- -- -- 7,362,143 7,362,143
----------- ----------- ----------- ----------- ------------
Total assets 24,554,926 99,244,905 74,497,307 7,362,143 244,849,762
=========== =========== =========== =========== ============
LIABILITIES
Payable to Rhone-
Poulenc Rorer Inc. -- -- 125,000 -- 125,000
----------- ----------- ----------- ----------- ------------
NET ASSETS
AVAILABLE FOR
BENEFITS $24,554,926 $99,244,905 $74,372,307 $7,362,143 $244,724,762
=========== =========== =========== =========== ============
11
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NOTE 6. Net Assets Available for Benefits by Account (continued)
<CAPTION>
December 31, 1994
IDS IDS
IDS FEDERAL INTERNAT- IDS IDS NEWION
DISCOVERY INCOME IONAL MANAGED DIMENSIONS
FUND, FUND, FUND, RETIREMENT IDS FUND,
INC. INC. INC. FUND, INC. MUTUAL INC.
---------- -------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $2,890,101 $831,800 $4,375,798 $6,388,793 $4,430,597 $7,178,093
Cash 109 31 164 240 166 270
Receivables:
Employer
contributions -- -- -- -- -- --
Employee
contributions 57,163 17,809 71,719 97,161 75,952 133,361
Dividends 6,525 -- 303,343 -- -- 336,515
Loans to
participants -- -- -- -- -- --
---------- -------- ---------- ---------- ---------- ----------
Total assets 2,953,898 849,640 4,751,024 6,486,194 4,506,715 7,648,239
---------- -------- ---------- ---------- ---------- ----------
LIABILITIES -- -- -- -- -- --
---------- -------- ---------- ---------- ---------- ----------
NET ASSETS
AVAILABLE FOR
BENEFITS $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 $7,648,239
========== ======== ========== ========== ========== ==========
<PAGE>
<CAPTION>
AMERICAN RHONE-
EXPRESS INTEREST POULENC PARTICIPANTS'
TRUST ACCUMUL- RORER INC. PROMISSORY
EQUITY ATION COMMON NOTES COMBINED
INDEX FUND I ACCOUNT STOCK ACCOUNT ACCOUNT ACCOUNTS
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments $17,494,513 $88,094,250 $46,823,405 $ -- $178,507,350
Cash 657 431,833 300,178 -- 733,648
Receivables:
Employer
contributions -- -- 559,709 -- 559,709
Employee
contributions 104,475 406,635 192,635 -- 1,156,910
Dividends -- -- -- -- 646,383
Loans to
participants -- -- -- 7,063,127 7,063,127
----------- ----------- ----------- ----------- ------------
Total assets 17,599,645 88,932,718 47,875,927 7,063,127 188,667,127
----------- ----------- ----------- ----------- ------------
LIABILITIES -- -- -- -- --
----------- ----------- ----------- ----------- ------------
NET ASSETS
AVAILABLE
FOR BENEFITS $17,599,645 $88,932,718 $47,875,927 $ 7,063,127 $188,667,127
=========== =========== =========== =========== ============
12
<PAGE>
<PAGE>
NOTE 7. Changes in Net Assets Available for Benefits by Account
Changes in net assets available for benefits by account for the years ended
December 31, 1995 and 1994 were as follows:
<CAPTION>
For the year ended December 31, 1995
IDS IDS IDS
IDS FEDERAL INTERNA- MANAGED IDS NEW
DISCOVERY INCOME TIONAL RETIREMENT IDS DIMENSIONS
FUND, INC. FUND, INC. FUND, INC. FUND, INC. MUTUAL FUND, INC.
---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Employer $ -- $ -- $ -- $ -- $ -- $ --
Employee 808,207 286,086 863,152 1,341,317 1,106,664 2,028,231
Investment income:
Interest income 24,445 6,917 22,054 31,661 26,020 51,659
Dividend income 918,543 64,807 131,626 479,652 302,984 596,897
Net appreciation
(depreciation) (372,896) 60,502 265,486 765,593 880,881 2,432,522
Transfers, net 132,767 7,511 (1,197,315) (4,806) 165,335 2,222,768
---------- ---------- ---------- ---------- ---------- -----------
Total additions 1,511,066 425,823 85,003 2,613,417 2,481,884 7,332,077
---------- ---------- ---------- ---------- ---------- -----------
DEDUCTIONS
Withdrawals and
terminations 169,038 67,775 279,887 755,301 395,558 786,940
---------- ---------- ---------- ---------- ---------- -----------
NET INCREASE
(DECREASE) 1,342,028 358,048 (194,884) 1,858,116 2,086,326 6,545,137
NET ASSETS AVAIL-
ABLE FOR BENEFITS:
Beginning of year 2,953,898 849,640 4,751,024 6,486,194 4,506,715 7,648,239
---------- ---------- ---------- ---------- ---------- -----------
End of year $4,295,926 $1,207,688 $4,556,140 $8,344,310 $6,593,041 $14,193,376
========== ========== ========== ========== ========== ===========
(continued on next page)
13
<PAGE>
<PAGE>
NOTE 7. Changes in Net Assets Available for Benefits by Account (continued)
<CAPTION>
For the year ended December 31, 1995
AMERICAN RHONE-
EXPRESS INTEREST POULENC PARTICIPANTS'
TRUST ACCUMUL- RORER INC. PROMISSORY
EQUITY ATION COMMON NOTES COMBINED
INDEX FUND I ACCOUNT STOCK ACCOUNT ACCOUNT ACCOUNTS
----------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ -- $ -- $ 7,078,341 $ -- $ 7,078,341
Employee 1,359,923 5,055,796 2,304,778 -- 15,154,154
Investment income:
Interest income 52,795 7,578,437 103,750 -- 7,897,738
Dividend income -- -- 1,593,305 -- 4,087,814
Net appreciation
(depreciation) 6,516,509 62,106 22,696,724 -- 33,307,427
Transfers, net 254,851 2,866,526 (4,746,653) 299,016 (1) --
----------- ----------- ----------- ---------- ------------
Total additions 8,184,078 15,562,865 29,030,245 299,016 67,525,474
----------- ----------- ----------- ---------- ------------
DEDUCTIONS
Withdrawals and
terminations 1,228,797 5,250,678 2,533,865 -- 11,467,839
----------- ----------- ----------- ---------- ------------
NET INCREASE
(DECREASE) 6,955,281 10,312,187 26,496,380 299,016 56,057,635
NET ASSETS AVAIL-
ABLE FOR BENEFITS:
Beginning of year 17,599,645 88,932,718 47,875,927 7,063,127 188,667,127
----------- ----------- ----------- ---------- ------------
End of year $24,554,926 $99,244,905 $74,372,307 $7,362,143 $244,724,762
=========== =========== =========== ========== ============
(1) 1995 transfers include new loans issued of $3,181,692 and repayments of $2,882,676.
14
<PAGE>
<PAGE>
NOTE 7. Changes in Net Assets Available for Benefits by Account (continued)
<CAPTION>
For the year ended December 31, 1994
IDS IDS IDS IDS
DISCOVERY FEDERAL INTERNA- MANAGED IDS NEW
FUND, INCOME TIONAL RETIREMENT IDS DIMENSIONS
INC. FUND, INC. FUND, INC. FUND, INC. MUTUAL FUND, INC.
---------- -------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ -- $ -- $ -- $ -- $ -- $ --
Employee 751,055 279,853 931,299 1,258,283 1,034,002 1,752,170
Investment income:
Interest income 24,764 10,538 22,015 31,063 28,103 45,828
Dividend income 6,525 47,401 303,343 529,673 403,617 336,515
Net appreciation
(depreciation) (223,279) (49,127) (473,877) (827,477) (539,100) (565,548)
Transfers, net (266,845) (223,086) 1,751,793 642,164 (578,667) 47,827
---------- -------- ---------- ---------- ---------- -------------
Total additions 292,220 65,579 2,534,573 1,633,706 347,955 1,616,792
---------- -------- ---------- ---------- ---------- -------------
DEDUCTIONS
Withdrawals and
terminations 137,779 115,911 124,119 362,053 346,966 276,247
---------- -------- ---------- ---------- ---------- -------------
NET INCREASE
(DECREASE) 154,441 (50,332) 2,410,454 1,271,653 989 1,340,545
NET ASSETS AVAIL-
ABLE FOR BENEFITS:
Beginning of year 2,799,457 899,972 2,340,570 5,214,541 4,505,726 6,307,694
---------- -------- ---------- ---------- ---------- -------------
End of year $2,953,898 $849,640 $4,751,024 $6,486,194 $4,506,715 $7,648,239
========== ======== ========== ========== ========== =============
(continued on next page)
15
<PAGE>
<PAGE>
NOTE 7. Changes in Net Assets Available for Benefits by Account (continued)
<CAPTION>
For the year ended December 31, 1994
IDS TRUST AMERICAN RHONE-
COLLECTIVE EXPRESS POULENC PARTICIPANTS'
EQUITY TRUST INTEREST RORER INC. PROMISSORY
INDEX EQUITY ACCUMULATION COMMON NOTES COMBINED
FUND II INDEX FUND I ACCOUNT STOCK ACCOUNT ACCOUNT ACCOUNTS
----------- ----------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Contributions:
Employer $ -- $ -- $ -- $ 7,377,891 $ -- $ 7,377,891
Employee (3,512) 1,413,438 5,381,141 2,581,446 -- 15,379,175
Investment income:
Interest income 4,932 49,227 6,793,918 100,949 -- 7,111,337
Dividend income -- -- -- 1,287,578 -- 2,914,652
Net appreciation
(depreciation) 597,169 (389,083) (23,899) 264,050 -- (2,230,171)
Transfers, net (19,308,225) 17,400,797 988,960 (908,410) 453,692 (1) --
----------- ----------- ----------- ----------- ----------- ------------
Total additions (18,709,636) 18,474,379 13,140,120 10,703,504 453,692 30,552,884
----------- ----------- ----------- ----------- ----------- ------------
DEDUCTIONS
Withdrawals and
terminations 138,528 874,734 4,674,361 1,620,508 -- 8,671,206
----------- ----------- ----------- ----------- ----------- ------------
NET INCREASE
(DECREASE) (18,848,164) 17,599,645 8,465,759 9,082,996 453,692 21,881,678
NET ASSETS AVAIL-
ABLE FOR BENEFITS:
Beginning of year 18,848,164 -- 80,466,959 38,792,931 6,609,435 166,785,449
----------- ----------- ----------- ----------- ----------- ------------
End of year $ -- $17,599,645 $88,932,718 $47,875,927 $ 7,063,127 $188,667,127
=========== =========== =========== =========== =========== ============
(1) 1994 transfers include new loans issued of $2,843,165 and repayments of $2,389,473.
</TABLE>
16
<PAGE>
<PAGE>
SUPPLEMENTAL SCHEDULES
<PAGE>
<PAGE>
<TABLE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<CAPTION>
December 31, 1995
Party-in ------------------------
interest Identity of Issue Description of Asset Cost Current Value
- -------- ------------------------ ------------------------- ------------ ------------
<S> <C> <C> <C> <C>
N/A IDS Discovery Fund, Inc. Equity mutual fund
(Class Y) (322,372 units at $10.279 $ 3,790,965 $ 3,313,666
per unit)
N/A IDS Federal Income Fund, Fixed income mutual fund
Inc. (Class Y) (233,226 units at $5.090 1,176,739 1,187,119
per unit)
N/A IDS International Fund, Equity mutual fund
Inc. (Class Y) (429,000 units at $10.174 4,281,742 4,364,642
per unit)
N/A IDS Managed Retirement Balanced mutual fund
Fund, Inc. (708,725 units at $11.619 8,123,161 8,234,673
(Class Y) per unit)
N/A IDS Mutual (Class Y) Balanced mutual fund
(497,144 units at $13.077 6,153,718 6,501,151
per unit)
N/A IDS New Dimensions Fund, Equity mutual fund
Inc. (Class Y) (776,461 units at $17.271 11,457,758 13,410,264
per unit)
N/A American Express Trust Equity index fund
Equity Index Fund I (1,462,740 units at 18,894,653 24,442,385
$16.710 per unit)
N/A Aetna Group Deferred Interest accumulation
Annuity Contract account 28,744,502 45,588,097
(Interest rate of 9.05%;
matures 1/15/99)
N/A John Hancock Group Interest accumulation
Deferred Annuity account
Contracts (Interest rates of 5.56%,
8.14% and 8.92%; mature 14,600,000 18,393,575
1/30/98, 1/15/01 and
1/31/98, respectively)
N/A Metropolitan Life Interest accumulation
Insurance account (Interest 12,595,000 13,550,724
Group Deferred Annuity rate of 8.08%;
Contract matures 1/15/00)
N/A The Prudential Group Interest accumulation
Deferred Annuity account (Interest 4,681,696 7,229,002
Contract rate of 6.52%;
matures 1/21/99)
N/A New York Life Group Interest accumulation
Deferred Annuity account (Interest
Contracts rates of 5.53% 12,500,000 13,855,542
and 8.10%; mature 1/17/00
and 1/16/01, respectively)
* Rhone-Poulenc Rorer Inc. Rhone-Poulenc Rorer Inc.
Common Stock Account common stock (1,378,927 55,098,144 73,427,863
shares at $53.25 per share)
N/A American Express Trust Income fund 268,328 269,013
Income Fund II
N/A American Express Trust
Money Market Fund I Money market fund 110,218 110,218
N/A Participant Promissory Participant loans at
Notes Account interest rates of 6.75%
to 16.85% 7,362,143 7,362,143
------------ ------------
$189,838,767 $241,240,077
============ ============
17
<PAGE>
<PAGE>
RHONE-POULENC RORER EMPLOYEE SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
<CAPTION>
For the year ended December 31, 1995
Identity of Number Net Net Net
Party of Purchase Selling Current Gain
Involved Description of Asset Transactions Price Price Cost Value or (Loss)
- --------- -------------------- ---------- -------- ------- -------- ------- ---------
Single transactions exceeds 5% of value
- ---------------------------------------
American Aetna Group Deferred
Express Annuity Contract at
Trust 9.05%, matures 10/2/97 1 $ -- $ 1.00 $10,496,348 $10,496,348 --
Company
American Metropolitan Life
Express Insurance Deferred
Trust Annuity Contract at
Company 8.08%; matures
1/15/00 1 1.00 -- 10,000,000 10,000,000 --
American American Express Trust
Express Income Fund II;
Trust 718,682 units 1 14.605 -- 10,496,348 10,496,348 --
Company
American American Express Trust
Express Income Fund II;
Trust 1,010,922 units 1 -- 14.622 14,764,816 14,781,696 16,880
Company
Series of transactions with same broker exceeds 5% of value
- -----------------------------------------------------------
American Interest Accumulation
Express Account; Group
Trust Deferred Annuity
Company Contracts at rates
from 5.53% to 8.14%; 24 $ 1.00 $ -- $30,890,429 $30,890,429 --
maturing 1997-2000 12 -- 1.00 23,451,652 23,451,652 --
Series of transactions in the same security exceeds 5% of value
- ---------------------------------------------------------------
American American Express Trust
Express Income Fund II 129 14.565 to 15.464 -- 28,596,039 28,596,039 --
Trust 154 -- 14.574 to 15.461 28,760,442 28,796,983 36,541
Company
American Metropolitan Life
Express Insurance Deferred
Trust Annuity Contract at
Company 8.08%; matures 1/15/00 1 1.00 -- 10,000,000 10,000,000 --
American American Express Trust 112 1.00 -- 22,613,897 22,613,897 --
Express Money Market Fund I 171 -- 1.00 22,907,233 22,907,233 --
Trust
Company
</TABLE>
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan administrators have duly caused this annual
report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RHONE-POULENC RORER EMPLOYEE
SAVINGS PLAN
Date: June 26, 1996 By: /s/ David Brandies
----------------------------
David Brandies, for the
Employee Savings Plan
Committee, Administrator
19
<PAGE>
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------------------------------------------
(1) Consent of Independent Accountants.
20
<PAGE>
<PAGE>
EXHIBIT (1)
CONSENT OF INDEPENDENT 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 May 29, 1996
on our audits of the financial statements and supplemental
schedules of Rhone-Poulenc Rorer Inc. Employee Savings Plan as
of December 31, 1995 and 1994, and for the years ended
December 31, 1995 and 1994, which report is included in this
Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
-----------------------------------
COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
June 26, 1996
