SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _______________
Commission file number 2-84723
_________________________
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
Schering-Plough Corporation
One Giralda Farms
P.O. Box 1000
Madison, New Jersey 07940
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 1996 and 1995 2
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1996 3
Notes to Financial Statements 4-7
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment Purposes
December 31, 1996 I
Schedule of Transactions in Excess of 5%
of Plan Assets for the Year
Ended December 31, 1996 II
EXHIBITS:
EXHIBIT I - Independent Auditors' Consent
EXHIBIT II - 1995 Summary Annual Report
_____________________________________________________________
Supplemental schedules not included herein are omitted due to the
absence of conditions under which they are required.
INDEPENDENT AUDITORS' REPORT
Schering-Plough Employees' Savings Plan:
We have audited the accompanying statements of net assets
available for benefits of Schering-Plough Employees' Savings Plan
(the "Plan") as of December 31, 1996 and 1995, and the related
statement of changes in net assets available for benefits for the
year ended December 31, 1996. 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, 1996 and
1995, and the changes in net assets available for benefits for
the year ended December 31, 1996, in conformity with generally
accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of Assets Held for Investment Purposes and
Transactions in Excess of 5% of Plan Assets 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. These schedules are the responsibility of
the Plan's management. Such schedules have been subjected to the
auditing procedures applied in our audit of the basic 1996
financial statements, and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic
financial statements taken as a whole.
________________________________
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 18, 1997
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
($ in 000's)
<CAPTION>
1996 1995
<S> <C> <C>
Vanguard Wellington Fund $ 17,023 $ 13,856
Vanguard Windsor Fund 66,936 51,215
Vanguard Explorer Fund 16,078 13,141
Vanguard Treasury Money Market
Portfolio 31,666 28,021
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio 2,228 1,998
Vanguard Index 500 Portfolio 10,177 6,110
Vanguard International Growth Portfolio 3,854 2,178
Total Vanguard Registered
Investment Company Assets 147,962 116,519
Schering-Plough Stock Fund 70,111 57,783
Loan Fund 5,973 5,625
Net Assets Available for Benefits $224,046 $179,927
See Notes to Financial Statements.
</TABLE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
($ in 000's)
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 12,391
Net appreciation in fair value of investments 22,028
34,419
Contributions:
Participant contributions 19,532
Total additions 53,951
Deductions from net assets attributed to:
Benefit payments 9,832
Net increase 44,119
Net assets available for benefits:
Beginning of year 179,927
End of year $224,046
See Notes to Financial Statements.
</TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
($ in 000's except per unit amounts)
1. General - The Schering-Plough Employees' Savings Plan
("Plan") is a defined contribution plan open to all domestic U.S.
employees of Schering-Plough Corporation ("Company") and its
subsidiaries who have attained one year of service. A year of
service for eligibility purposes shall mean a twelve-month
period, beginning with the day of the year the employee commenced
employment. There were approximately 9,400 participants in the
Plan at December 31, 1996 and 1995.
2. Significant Accounting Policies
Basis of Accounting - The accounts of the Plan have been prepared
on an accrual basis in accordance with generally accepted
accounting principles.
The financial statements were prepared in accordance with the
financial reporting requirements of the Employee Retirement
Income Security Act of 1974 ("ERISA") as permitted by the
Securities and Exchange Commission.
Investment Valuation and Income Recognition - The Plan's
investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year-
end.
The Schering-Plough Stock Fund is valued using the unit
accounting method whereby a participant's account value is
expressed in units of participation rather than number of shares
of Schering-Plough common stock. At December 31, 1996 and 1995,
there were 239,561 and 233,287 units of participation in the
Schering-Plough Stock Fund, respectively. The net asset value
per unit was $292.66 and $247.68 at December 31, 1996 and 1995,
respectively.
Purchases and sale of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date, and reinvested in
Schering-Plough common stock units.
Payment of Benefits - Benefit payments are recorded when paid.
3. Plan Description
The following brief description of the Plan is provided for
general information purposes only. Participants should refer to
the Plan document for more complete information.
Salary Deferral Contributions - Each year, participants may
contribute from 1% to 4% of pretax annual compensation, as
defined in the Plan. Contributions are subject to certain
limitations.
Participant Accounts - Each participant's account is credited
with the participant's contribution and allocations of Plan
earnings. Allocations are based on participant earnings or
account balances, as defined. Participants have a non-
forfeitable right to their contributions plus (minus) actual
earnings thereon which vest fully and immediately.
Investment Options - Upon enrollment in the Plan, a participant
may direct their contributions into any of the following Vanguard
Fiduciary Trust Company ("Vanguard") investment options:
Wellington Fund - Primarily equity and fixed income
securities with the objective of providing current income and
capital appreciation.
Windsor Fund - Primarily equity securities with the
objective of providing long-term capital growth.
Explorer Fund - Primarily equity securities of smaller
companies with the objective of providing above average capital
appreciation but with a potentially higher level of risk.
Treasury Money Market Portfolio - Exclusively U.S. Treasury
securities with maturities of 13 months or less with the
objective of providing current income based on current market
interest rates, with preservation of principal and liquidity.
Fixed Income Securities Short-Term Corporate Portfolio - A
diversified portfolio primarily consisting of short-term
corporate bonds.
Index-500 Portfolio - Designed to provide returns which
correspond to the performance of Standard & Poor's 500 Composite
Stock Price Index.
International Growth Portfolio - A non-U.S. equity
portfolio, primarily investing in securities of issuers within
Europe, Asia and the Far East.
Schering-Plough Stock Fund - Participants may contribute to a
maximum investment election of 50% of the Salary Deferral
Contribution into this fund.
Loan Fund - Participants may borrow from their fund accounts up
to a maximum of the lesser of one half of their account or
$50,000. Loan transactions are treated as a transfer between the
investment funds and the Loan Fund. These loans bear a fixed
rate of interest as determined to be reasonable by the Schering-
Plough Employees' Savings Plan Committee and are repayable over
periods not exceeding five years, except loans relating to a
principal residence which are repayable over a period not to
exceed 20 years.
Payment of Benefits - On termination of service due to death,
disability or retirement, a participant may elect to receive
either a lump sum amount or annual installments not to exceed the
life expectancy of the participant or the life expectancy of the
beneficiary. For termination of service due to other reasons, a
participant may receive the value of the account as a lump sum
distribution. Distribution of all or a portion of a
participant's account, prior to termination of employment, may be
granted by the Company in the case of financial hardship.
4. Plan Termination
Although it has not expressed any intent to do so, the Company
has the right under the Plan to terminate the Plan subject to
provisions of ERISA.
5. Tax Status
The Internal Revenue Service has issued a determination letter
dated June 1995 to the effect that the Plan is a qualified
employee benefit plan, meeting the requirements of Section 401(a)
of the Internal Revenue Code and the Trust established thereunder
is exempt from Federal income taxes under Section 501(a).
Accordingly, there is no provision for income taxes in the Plan's
Financial Statements.
6. Administration of Plan Assets
Contributions are held and managed by Vanguard (the "Trustee"),
which invests cash received, interest and dividend income and
makes distributions to the participants. The Trustee also
administers the payment of interest and principal on the
participant loans.
Certain administrative functions are performed by officers or
employees of the Company or its subsidiaries. No such officer or
employee receives compensation from the Plan.
All plan administration expenses are borne by the Company.
7. Fund Information
Investment income, contributions and benefit payments are as follows
for the year ended December 31, 1996:
<TABLE>
<CAPTION>
Investment Income
Interest Net appreciation
and (depreciation) Participant Benefit
Dividends in fair value Contributions Payments
<S> <C> <C> <C> <C>
Vanguard
Wellington
Fund $ 1,297 $ 972 $ 1,827 $ 678
Vanguard
Windsor Fund 6,384 7,364 5,072 1,844
Vanguard
Explorer Fund 861 993 1,658 568
Vanguard Treasury
Money Market
Portfolio 1,455 - 3,351 2,390
Vanguard Fixed
Income
Securities
Short-Term
Corporate
Portfolio 126 (33) 310 136
Vanguard Index
500 Portfolio 208 1,481 1,561 214
Vanguard Int'l.
Growth
Portfolio 163 266 656 135
Total Vanguard
Registered
Investment
Company
Shares 10,494 11,043 14,435 5,965
Schering-Plough
Stock Fund 1,388 10,985 5,097 3,178
Loan Fund 509 - - 689
Total $12,391 $22,028 $19,532 $ 9,832
</TABLE>
SCHEDULE I
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27a
DECEMBER 31, 1996
($ in 000's)
<CAPTION>
Shares/ Current
Identity of Issue Participants Units Cost Value
<S> <C> <C> <C> <C>
Schering-Plough Stock Fund 6,859 239,561 1/ $ 33,790 $ 70,111 2/
Vanguard Treasury Money
Market Portfolio* 4,080 31,649,285 31,649 31,666 2/
Vanguard Explorer Fund* 3,006 298,630 12,997 16,078 2/
Vanguard Index -
500 Portfolio* 2,179 147,114 7,706 10,177
Vanguard Windsor Fund* 6,546 4,033,898 56,864 66,936 2/
Vanguard Wellington Fund* 3,533 650,767 14,049 17,023 2/
Vanguard International
Growth Portfolio* 1,105 234,115 3,513 3,854
Vanguard Fixed Income
Securities Short-Term
Corporate Portfolio* 723 207,223 2,234 2,228
Total Vanguard Registered
Investment Company Shares 129,012 147,962
Outstanding Loan Balance -
6.0% to 11.5% due 36 to 240
months from date of loan 5,973 5,973
Total Assets Held for Investment Purposes $168,775 $224,046
* Registered Investment Company
1/ Represents Schering-Plough Stock Fund units.
2/ Indicates investment representing 5 percent or more of the net assets
available for benefits.
</TABLE>
SCHEDULE II
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS - ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1996
($ in 000's)
<CAPTION>
Purchases Sales
<S> <C> <C> <C> <C> <C>
Identity Cost No. of Proceeds No. of
of Issue of Assets Purchases from Sales Sales Net Gain
Schering-
Plough
Stock Fund $12,340 236 $11,014 249 $3,683
Vanguard
Windsor Fund 15,583 230 7,240 249 649
Vanguard
Treasury Money
Market
Portfolio 15,809 258 12,181 252 -
</TABLE>
EXHIBIT I
Independent Auditors' Consent
We consent to the incorporation by reference in Registration
Statements No. 2-83963, No. 33-19013, and No. 33-50606 on Form S-
8, Registration Statement No. 333-853 on Form S-3, Post-Effective
Amendment No. 1 to Registration Statement No. 2-84723 on Form S-
8, Post-Effective Amendment No. 1 to Registration No. 2-80012 on
Form S-3, Post-Effective Amendment No. 1 to Registration
Statement No. 2-77740 on Form S-3 and Registration Statement No.
333-12909 on Form S-3 of our report dated June 18, 1997 appearing
in this Annual Report on Form 11-K of Schering-Plough Employees'
Savings Plan for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 18, 1997
EXHIBIT II
Page 1 of 3
SCHERING-PLOUGH
Employee
Benefits
SUMMARY ANNUAL REPORT - 1995
EXHIBIT II
Page 2 of 3
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
Basic Financial Statement
Benefits under the Plan are provided by a trust fund into which
Schering-Plough pays the total Employees' Savings Plan
contributions. The trustee is The Vanguard Fiduciary Trust
Company. Administrative expenses were paid by Schering-Plough.
A total of 9,417 persons were participants in or beneficiaries of
the Plan at the end of the plan year.
The value of Plan assets, after subtracting liabilities of the
Plan, was $179,927,000, as of December 31, 1995, compared to
$133,650,485 as of December 31, 1994. During the plan year the
Plan experienced an increase in its net assets of $46,277,000.
This increase includes unrealized appreciation in the fair value
of plan assets; that is, the difference between the value of the
plan's assets at the end of the year and the value of the assets
at the beginning of the year. The Plan had total income of
$58,689,000 including contributions of $17,855,000, interest
earnings of $431,000, dividends of $1,165,000 and unrealized
appreciation of assets of $39,238,000.
Your Right to Additional Information
You have the right to receive a copy of the full annual report,
or any part thereof, on request. The items listed below are
included in that report.
1. An independent auditors' report;
2. Assets held for investment; and
3. Transactions in excess of 5 percent of plan assets.
EXHIBIT II
Page 3 of 3
HOW TO OBTAIN ADDITIONAL PLAN STATEMENTS
To obtain a copy of all of the full Annual Reports, or any part
thereof, write or call the Corporate Benefits Office, One Giralda
Farms, Madison, New Jersey 07940-1000, Attention: Anne Miller,
telephone (201) 822-7336. The charge to cover copying costs will
be $5.50 for the Retirement Plan Report, $3.00 for the Profit
Sharing Plan Report, $3.00 for the Employees' Savings Plan
Report, $2.00 for the Business Travel Accident Report, $2.00 for
the Group Insurance Medical/Dental Report, $2.00 for the Group
Benefits Plan Report, and $2.00 for the Long-Term Disability
Report.
You also have the right to receive from the plan administrator,
on request and at no charge, a statement of the assets and
liabilities of the Plans and accompanying notes, or a statement
of income and expenses of the Plans and accompanying notes, or
both. If you request a copy of the full annual report from the
plan administrator, these two statements and accompanying notes
will be included as part of that report.
You also have the legally protected right to examine the annual
reports at the following Employee Benefits Offices: One Giralda
Farms, Madison, NJ 07940; 3030 Jackson Avenue, Memphis, TN 38151,
or 2000 Galloping Hill Road, Kenilworth, NJ 07033, and at the
U.S. Department of Labor in Washington, D.C. or to obtain a copy
from the U.S. Department of Labor upon payment of copying costs.
Schering-Plough Corporation's employer identification number with
the Federal Government is 22-191-8501. Requests to the
Department should be addressed to Public Disclosure Room, N5507,
Pension and Welfare Benefit Programs, U.S. Department of Labor,
200 Constitution Avenue, N.W., Washington, D.C. 20216.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the Plan)
have duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
Schering-Plough Employees' Savings Plan
Date:June 18, 1997 By: /s/ Vincent Sweeney
Name: Vincent Sweeney
Title: Plan Administrator
