<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES' STATEMENT OF CONSOLIDATED
INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994, CONSOLIDATED BALANCE
SHEET AT SEPTEMBER 30, 1994, RELATED NOTES TO CONSOLIDATED FINANCIAL
STATMENTS AND EXHIBIT 11 - COMPUTATION OF EARNINGS PER COMMON SHARE FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 135100
<SECURITIES> 115800
<RECEIVABLES> 709900
<ALLOWANCES> 0
<INVENTORY> 473500
<CURRENT-ASSETS> 1881400
<PP&E> 3001800
<DEPRECIATION> 948000
<TOTAL-ASSETS> 4411000
<CURRENT-LIABILITIES> 1913400
<BONDS> 186700
<COMMON> 251500
0
0
<OTHER-SE> 1590600
<TOTAL-LIABILITY-AND-EQUITY> 4411000
<SALES> 3477400
<TOTAL-REVENUES> 3477400
<CGS> 713100
<TOTAL-COSTS> 713100
<OTHER-EXPENSES> 454400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33600
<INCOME-PRETAX> 945000
<INCOME-TAX> 226800
<INCOME-CONTINUING> 718200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 718200
<EPS-PRIMARY> 3.73
<EPS-DILUTED> 3.69
</TABLE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
Commission file number 1-6571
SCHERING-PLOUGH CORPORATION
Incorporated in New Jersey 22-1918501
One Giralda Farms (I.R.S. Employer Identification No.)
Madison, N.J. 07940-1000 (201) 822-7000
(telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
Common Shares Outstanding as of September 30, 1994: 190,329,827
<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(Dollars in millions, except per share figures)
<CAPTION>
Three Months Nine Months
Ended Ended
September 30 September 30
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Sales . . . . . . . . . . . . . . $1,125.7 $1,061.9 $3,477.4 $3,274.9
Costs and expenses:
Cost of sales. . . . . . . . . . 219.8 211.8 713.1 682.7
Selling, general
and administrative. . . . . . . 448.7 429.5 1,351.8 1,310.7
Research and development . . . . 160.4 145.6 454.4 426.0
Other expense, net . . . . . . . 1.7 14.4 13.1 24.0
830.6 801.3 2,532.4 2,443.4
Income before income taxes. . . . 295.1 260.6 945.0 831.5
Income taxes. . . . . . . . . . 70.8 61.2 226.8 195.4
Income before cumulative effect
of accounting change . . . . . . 224.3 199.4 718.2 636.1
Cumulative effect of
accounting change . . . . . . . - - - (94.2)
Net income. . . . . . . . . . . . $ 224.3 $ 199.4 $ 718.2 $ 541.9
Earnings per common share
before cumulative effect of
accounting change. . . . . . . . $ 1.17 $ 1.03 $ 3.73 $ 3.25
Cumulative effect of
accounting change. . . . . . . . - - - (.48)
Earnings per common share . . . . $ 1.17 $ 1.03 $ 3.73 $ 2.77
Dividends per common share. . . . $ .51 $ .45 $ 1.47 $ 1.29
<FN>
See notes to consolidated financial statements.
</TABLE>
PAGE
<PAGE>
<TABLE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in millions, except per share figures)
<CAPTION>
September 30, December 31,
1994 1993
<S> <C> <C>
Assets
Cash and cash equivalents . . . . . . . . $ 135.1 $ 222.2
Short-term investments. . . . . . . . . . 115.8 207.2
Accounts receivable, net. . . . . . . . . 709.9 687.1
Inventories . . . . . . . . . . . . . . . 473.5 404.6
Prepaid expenses, deferred income
taxes and other current assets . . . . . 447.1 379.4
Total current assets. . . . . . . . . 1,881.4 1,900.5
Property, plant and equipment . . . . . . 3,001.8 2,838.9
Less accumulated depreciation . . . . . . 948.0 871.2
Property, net . . . . . . . . . . . . 2,053.8 1,967.7
Intangible assets, net. . . . . . . . . . 172.8 182.5
Other assets. . . . . . . . . . . . . . . 303.0 266.2
$4,411.0 $4,316.9
Liabilities and Shareholders' Equity
Accounts payable. . . . . . . . . . . . . $ 206.1 $ 249.0
Short-term borrowings and current
portion of long-term debt. . . . . . . . 724.6 1,076.0
Other accrued liabilities . . . . . . . . 982.7 807.4
Total current liabilities . . . . . . 1,913.4 2,132.4
Long-term debt. . . . . . . . . . . . . . 186.7 182.3
Other long-term liabilities . . . . . . . 468.8 420.3
Shareholders' Equity:
Preferred shares - $1 par value
each; issued - none. . . . . . . . . . . - -
Common shares - $1 par value each;
issued - 251,482,691 shares . . . . . . 251.5 251.5
Paid-in capital . . . . . . . . . . . . . 121.1 80.9
Retained earnings . . . . . . . . . . . . 3,870.4 3,435.6
Foreign currency translation
adjustment and other . . . . . . . . . . (72.7) (116.2)
Total . . . . . . . . . . . . . . . . 4,170.3 3,651.8
Less treasury shares, at cost - 1994,
61,152,864 shares; 1993, 57,927,994
shares . . . . . . . . . . . . . . . . . 2,328.2 2,069.9
Total shareholders' equity. . . . . . 1,842.1 1,581.9
$4,411.0 $4,316.9
<FN>
See notes to consolidated financial statements.
</TABLE>
PAGE
<PAGE>
<TABLE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in millions)
<CAPTION>
1994 1993
<S> <C> <C>
Operating Activities:
Net income. . . . . . . . . . . . . . . . $ 718.2 $ 541.9
Depreciation and amortization . . . . . . 116.7 105.9
Working capital changes - source (use):
Accounts receivable. . . . . . . . . . . 10.1 41.2
Inventories. . . . . . . . . . . . . . . (31.9) (21.3)
Other current assets . . . . . . . . . . (57.7) (82.5)
Accounts payable and other accrued
liabilities . . . . . . . . . . . . . . 82.5 10.3
Other, net. . . . . . . . . . . . . . . . 4.2 16.1
Net cash provided by operating
activities . . . . . . . . . . . . . . . 842.1 611.6
Investing Activities:
Capital expenditures. . . . . . . . . . . (199.4) (265.6)
Purchases of investments. . . . . . . . . (13.8) (171.7)
Reduction of investments. . . . . . . . . 100.2 33.5
Other, net. . . . . . . . . . . . . . . . 2.4 (6.2)
Net cash used for investing activities. . (110.6) (410.0)
Financing Activities:
Net change in short-term borrowings . . . (353.8) 178.4
Dividends paid to common shareholders . . (283.4) (252.7)
Common shares repurchased . . . . . . . . (259.4) (418.3)
Redeemable partnership interest . . . . . 50.0 -
Proceeds from other equity
transactions . . . . . . . . . . . . . . 24.5 17.2
Other, net. . . . . . . . . . . . . . . . 2.9 (17.9)
Net cash used for financing activities. . (819.2) (493.3)
Effect of Exchange Rates on Cash and
Cash Equivalents. . . . . . . . . . . . . .6 (1.1)
Net Decrease in Cash and
Cash Equivalents. . . . . . . . . . . . . (87.1) (292.8)
Cash and Cash Equivalents, Beginning
of Period . . . . . . . . . . . . . . . . 222.2 406.3
Cash and Cash Equivalents, End of Period . $ 135.1 $ 113.5
<FN>
See notes to consolidated financial statements.
</TABLE>
PAGE
<PAGE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Dollars in millions, except per share figures)
Basis of Presentation
The unaudited financial statements included herein have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission for reporting on Form 10-Q. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. The
statements should be read in conjunction with the accounting policies and
notes to consolidated financial statements included in the Company's 1993
Annual Report on Form 10-K.
In the opinion of management, the financial statements reflect all
adjustments necessary for a fair statement of the operations for the
interim periods presented.
Investment Securities
Effective January 1, 1994, the Company adopted Statement of Financial
Accounting Standards No. 115 (SFAS No. 115), "Accounting for Certain
Investments in Debt and Equity Securities". SFAS No. 115 requires that
all investments subject to its provisions, except those that will be held
to maturity, be carried at fair value. All of the Company's investment
securities are available for sale, and, accordingly, are carried at fair
value. There was no effect on income as a result of adopting SFAS No.
115.
The fair value of investment securities subject to the provisions of SFAS
No. 115, excluding cash equivalents, totaled $198.9 at September 30, 1994.
This includes $115.8 in short-term investments and $81.2 of securities
held in trust for employee benefit purposes. Substantially all
investments in debt securities mature within one year. Unrealized gains
and losses at September 30,1994, and realized gains and losses during the
nine months ended September 30, 1994, based on the specific identification
method, were not material.
Redeemable Interest in Partnership
Certain Company subsidiaries and a financial institution funded a
partnership that has purchased outstanding shares of the Company's stock.
The partnership is majority owned by the subsidiaries; therefore, the
consolidated financial statements include the partnership. The Company
stock purchased by the partnership is reported as treasury shares.
As of September 30, 1994, $50.0 has been advanced to the partnership by
the financial institution and is included with other long-term
liabilities. The partnership pays a return equal to a LIBOR-based
floating rate on the funds advanced. All advances are subject to
mandatory redemption in February 1998. The obligation of the Company and
the subsidiaries for the advances to the partnership are subordinate to
all other unsecured claims of general creditors of the Company and its
subsidiaries.
Inventories
Inventories consisted of:
September 30, December 31,
1994 1993
Finished products . . . . . . . $ 208.6 $ 168.3
Goods in process. . . . . . . . 77.5 95.5
Raw materials and supplies. . . 187.4 140.8
Total inventories . . . . . . $ 473.5 $ 404.6
Sales
Sales for the nine months ended September 30, 1994 and 1993 were as
follows:
1994 1993
Pharmaceutical products . . . . $2,943.9 $2,703.8
Health care products. . . . . . 533.5 571.1
Consolidated sales. . . . . . $3,477.4 $3,274.9
Earnings Per Common Share
Earnings per common share is computed by dividing net income by the
weighted-average number of common shares outstanding. Shares issuable
through the exercise of stock options and warrants and under deferred
delivery agreements are not considered in the calculation, as they do not
have a material effect on the determination of earnings per common share.
The weighted-average number of shares used in the computation of earnings
per common share for the nine months ended September 30, 1994 and 1993
were 192,529,000 and 195,635,000, respectively.
Shareholders' Equity
At September 30, 1994, warrants to purchase 7.6 million common shares,
exercisable in 1996, were outstanding; 5.1 million have a strike price of
$90.00 and 2.5 million have a strike price of $97.33 per common share.
Interest Income and Interest Expense
Interest income for the three and nine months ended September 30, 1994 was
$4.3 and $12.1, respectively. The corresponding amounts in 1993 were $6.5
and $17.3, respectively. Interest expense for the three and nine months
ended September 30, 1994 was $10.4 and $33.6, respectively. The
corresponding amounts in 1993 were $14.3 and $34.6, respectively.
Interest income and expense are included in other expense, net.
Legal and Environmental Matters
The Company is involved in various claims and legal proceedings of a
nature considered normal to its business, including environmental matters
and product liability cases. The recorded liabilities for these matters
at September 30, 1994, were not material. Management believes that it is
remote that any material liability in excess of the amounts accrued for
these matters will be incurred.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations - three and nine months ended September 30, 1994
compared with the corresponding periods in 1993.
Consolidated sales in the third quarter increased $63.8 million or 6
percent compared with the same period in 1993. For the nine months, sales
advanced $202.5 million or 6 percent over 1993. Excluding the effect of
changes in foreign currency exchange rates, consolidated sales grew 5
percent in the quarter and 7 percent in the nine-month period.
In the United States, many of the Company's pharmaceutical products are
subject to competitive pricing as managed care groups, institutions and
the government seek price discounts. Certain health care reform proposals
include measures that, if enacted, will have an impact on operations of
the Company.
In most international markets, the Company operates in an environment of
government-mandated cost containment programs. Sales in Japan have
declined sharply in 1994 due to lower sales of INTRON A, the Company's
alpha-2 interferon anticancer and antiviral agent. Management expects
total 1994 sales of INTRON A in Japan to be substantially lower than 1993
as a result of various actions by the Japanese health authorities to
control health care costs, including an April 1 price cut and restrictions
on off-label usage. In addition, operations in several European countries
have been impacted by the implementation of various cost-containment
programs and across-the-board price reductions.
Because the Company is unable to predict the final form and timing of
various domestic and international governmental health care reform
proposals, their effect on future operations and cash flows cannot be
reasonably estimated.
Sales
Domestic prescription pharmaceutical sales increased 19 percent for both
the three- and nine-month periods in 1994. Sales of respiratory products
rose 36 percent in the quarter and 35 percent for the first nine months,
reflecting significant growth for CLARITIN, a nonsedating antihistamine,
which received Food and Drug Administration (FDA) approval in April 1993.
Through the nine-month period ended September 1994, CLARITIN sales in the
U.S. totaled $226 million. In addition, sales growth in both the quarter
and nine months was aided by sales of the PROVENTIL and VANCERIL lines of
asthma products and the VANCENASE line of allergy products. Despite
generic competition for the solution, tablet and syrup formulations,
PROVENTIL sales increased due to higher prescription levels for the
metered dose inhaler and reduced erosion of solution sales following the
product recall of a competitor's product. In January 1994, the FDA issued
bioequivalence standards for generic albuterol metered dose inhalers.
Generic entries into the market are not expected until 1995. The
introduction of such generic competition will negatively affect sales and
profitability of PROVENTIL. Respiratory growth in both the quarter and
nine-month periods was moderated by lower sales of THEO-DUR, a sustained-
action theophylline, reflecting increased generic competition.
<PAGE>
U.S. sales of dermatological products rose 13 percent in the quarter and 2
percent for the nine-month period reflecting prescription growth for
LOTRISONE, an antifungal/anti-inflammatory cream, and ELOCON, a mid-
potency topical corticosteroid. Cardiovascular product sales declined 7
percent and 2 percent in the three- and nine-month periods, respectively,
due to the timing of promotional programs for NITRO-DUR transdermal
nitroglycerin patches.
Sales of anti-infective and anticancer products decreased 10 percent in
the quarter and increased 1 percent for the nine months. The quarter
decline reflects changes in trade buying patterns for EULEXIN, a prostate
cancer therapy, while the increase for the nine months reflects expanded
usage for INTRON A.
Domestic sales of the Wesley-Jessen vision care business advanced 15
percent in the quarter and 32 percent for the nine months due to the
launch of FRESHLOOK disposable contact lenses.
International pharmaceutical sales decreased 2 percent in the quarter but
increased 2 percent in the nine-month period after excluding the impact
of foreign currency exchange fluctuations. Sales of anti-infective and
anticancer products declined 19 percent in the quarter and 14 percent
through nine months due to shortfalls of INTRON A in Japan. Sales of
INTRON A in Japan declined in excess of 50 percent for both the quarter
and nine months. This decline was tempered by higher sales in several
international markets of EULEXIN and CEDAX, a third-generation
cephalosporin.
International sales of dermatological products grew 13 percent and 15
percent for the three- and nine-month periods, respectively, reflecting
gains for topical steroids. Respiratory product sales advanced 10 percent
in the quarter and 7 percent for nine months due to higher sales of
CLARITIN in Europe and Latin America. Sales growth was also recorded for
LOSEC, an anti-ulcer treatment licensed from AB Astra.
Health care product sales declined 6 percent in the quarter and 7 percent
in the nine months, reflecting lower sales of female health products due
to the intensely competitive nature of the category. The nine-month
comparison also reflects decreased sales of allergy/cold products due to a
weak flu season, and essentially flat sales of foot care and sun care
products.
Income before income taxes increased 13 percent for the quarter and
represented 26.2 percent of sales compared with 24.5 percent in 1993. For
the nine months, income before income taxes advanced 14 percent over 1993
and represented 27.2 percent of sales compared with 25.4 percent.
Cost of sales as a percentage of sales declined to 19.5 percent from 20.0
percent in the quarter, and to 20.5 percent from 20.8 percent through nine
months. The lower ratios were primarily the result of a favorable sales
mix of higher margin pharmaceutical products.
Selling, general and administrative expenses represented 39.9 percent of
sales in the third quarter compared with 40.4 percent last year. Through
nine months, the ratio was 38.9 percent in 1994 compared with 40.0 percent
in 1993. The improvement in both periods reflects reduced marketing
expenses in international markets and the nonrecurrence of heavy CLARITIN
promotion in 1993 to support the U.S. launch.
Research and development expenses increased 10 percent in the quarter,
representing 14.3 percent of sales compared with 13.7 percent last year.
For the first nine months, spending rose 7 percent and represented 13.1
percent of sales compared with 13.0 percent in 1993.
The effective tax rate was 24.0 percent for both the three- and nine-month
periods in 1994, compared with 23.5 percent for both periods in 1993.
The Omnibus Budget Reconciliation Act of 1993 (the "Act") increases the
U.S. corporate tax rate from 34 percent to 35 percent, restricts
deductibility of certain operating expenses, reduces the tax benefit
generated from operations in Puerto Rico and, in certain circumstances,
taxes a portion of undistributed earnings of foreign subsidiaries.
Management estimates that the primary impact on the Company is the
reduction in the benefit arising from its operations in Puerto Rico. This
reduction in benefit is to be phased-in over a five-year period which
began in 1994.
The impact of the Act on the 1994 effective tax rate was less than the
Company had originally anticipated. However, management believes the Act
could unfavorably impact the effective tax rate an additional 2.0
percentage points beginning in 1996.
Accounting Change
During the first quarter of 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions". The Company fully funded
its initial accumulated benefit obligation. The cumulative effect of
adopting SFAS No. 106 was a one-time, after-tax charge of $94.2 million,
or $.48 per common share.
Earnings per common share increased 14 percent in the third quarter to
$1.17 from $1.03 in 1993. Excluding the impact of changes in foreign
currency exchange rates, earnings per common share would have risen
approximately 12 percent in the quarter.
For the nine months,earnings per common share before the accounting change
advanced 15 percent to $3.73 from $3.25 last year. Excluding the impact
of foreign currency exchange rate changes, earnings per common share
before the accounting change would have increased approximately 17 percent
for the nine months.
Liquidity and financial resources - nine months ended September 30, 1994.
During the first nine months of 1994, total cash and investments, which
includes cash and cash equivalents and short- and long-term investments,
declined $181.2 million and total debt declined $297.0 million. These
changes lowered the Company's net debt position (debt less cash and
investments) to $708.5 million from $824.3 million at year-end 1993. Cash
provided from operations totaled $842.1 million for the first nine months
of 1994. This cash funded the spending of $283.4 million for shareholder
dividends, $259.4 million for common share repurchases and $199.4 million
for capital expenditures, with the remainder being used to reduce debt of
the Company.
<PAGE>
In February 1993, the Board of Directors authorized the purchase of $500
million of the Company's shares. This program was completed in July 1994.
In September 1994, the Board authorized the purchase of an additional $500
million of the Company's common shares. As of September 30, 1994, this
program was approximately 29 percent complete.
During 1994, the Company and a financial institution funded a partnership
that has purchased outstanding shares of the Company's stock. As of
September 30, 1994, $50 million has been advanced to the partnership by
the financial institution, and is included as other long-term liabilities.
All advances are subject to mandatory redemption in February 1998, and
these advances are considered as debt for purposes of this liquidity
discussion. The obligation of the Company for the advances to the
partnership is subordinate to all other unsecured claims of general
creditors of the Company and its subsidiaries.
The Company's liquidity and financial resources continue to be sufficient
to meet its operating needs.<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 1, Legal Proceedings, of PART II - OTHER INFORMATION, of the
Company's quarterly report on Form 10-Q for the quarterly period
ended March 31, 1994, is incorporated herein by reference. More than
one hundred of the kind of actions therein described are now pending.
The Great Atlantic & Pacific Tea Company, Inc. ("A&P") is a member of
a group of retail stores which are plaintiffs in one of such actions.
James Wood, a director of the Company, is an executive officer of
A&P.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit
Number Description
10 - The Company's Directors' Stock Award Plan
(as amended) filed with this document.
11 - Computation of Earnings Per Common Share
filed with this document
b) Reports on Form 8-K:
No report has been filed during the nine months ended
September 30, 1994.
<PAGE>
SIGNATURE(S)
Pursuant to the requirements 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 November 7, 1994 /s/ Thomas H. Kelly
Thomas H. Kelly
Vice President and Controller
EXHIBIT 10
DIRECTORS' STOCK AWARD PLAN
(As amended and restated)
1. The purposes of the Directors Stock Award Plan are (a)
to attract and retain highly qualified individuals to
serve as Directors of Schering-Plough Corporation (the
"Corporation"), (b) to relate non-employee Directors'
compensation more closely to the Corporation's
performance and its shareholders' interests, and (c)
to increase non-employee Directors' stock ownership in
the Corporation.
2. The Plan shall become effective on June 28, 1988 (the
"Effective Date").
3. Upon the Effective Date, all incumbent non-employee
Directors will receive 200 shares of Common Stock of
the Corporation for each year or partial year
remaining in his or her current term of directorship.
4. After the Effective Date, upon the election of any new
non-employee Director or reelection of any incumbent
non-employee Director, he or she will receive 200
shares of Common Stock of the Corporation for each
year or partial year of the term to which he or she
has been elected; provided, however, that if a
Director is scheduled to retire prior to the end of
his or her current term, or does not intend to serve
his or her full current term, his or her actual
expected remaining term shall be used to calculate the
award herein.
5. If the outstanding Common Stock of the Corporation
shall at any time be changed or exchanged by
declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger,
consolidation or other corporate reorganization in
which the Corporation is the surviving corporation,
the number of shares distributable pursuant to Section
4 shall be appropriately and equitably adjusted.
6. All shares of Common Stock of the Corporation to be
used for purposes of this Plan shall be treasury
shares.
7. Upon receiving a distribution of shares pursuant to
this Plan, the Director may be required to represent
in writing that he or she is acquiring such shares for
his or her account for investment and not with a view
to, or for sale in connection with, the distribution
of any part thereof. The certificate for such shares
may include any legend which the Corporation deems
appropriate to reflect any restrictions on
transactions.
8. This Plan shall be construed in accordance with the
laws of the State of New Jersey and may be amended or
terminated at any time by action of the Board of
Directors of the Corporation; provided, however, that
this Plan shall not be amended more than once every
six months, other than to comport with changes in the
Internal Revenue Code, the Employee Retirement Income
Security Act, or the rules thereunder.
Exhibit11
<TABLE>
SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
(Dollars in millions, except per share figures)
<CAPTION>
Nine Months
Ended
September 30,
1994
1993
<S> <C> <C>
Net Income Applicable to Common Shares. . . . . . $ 718.2 $541.9
Earnings per Common Share, As Reported:
Average Number of Common Shares
Outstanding (in thousands). . . . . . . . . . . 192,529 195,635
Earnings per Common Share. . . . . . . . . . . . $ 3.73 $ 2.77
Earnings per Common Share, Assuming
Full Dilution: (a)
Average Number of Common Shares
Outstanding (in thousands) . . . . . . . . . . 192,529 195,635
Shares Contingently Issuable for
Stock Incentive Plans (in thousands) . . . . . 2,254 2,463
Average Number of Common Shares and
Common Share Equivalents Outstanding
(in thousands) . . . . . . . . . . . . . . . . 194,783 198,098
Earnings per Common Share, Assuming
Full Dilution. . . . . . . . . . . . . . . . . $ 3.69 $ 2.74
<FN>
(a) This calculation is submitted in accordance with the regulations
of the Securities and Exchange Commission although not required
by APB Opinion No. 15 because it results in dilution of less
than 3%.
</TABLE>
<PAGE>
