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 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 2-84723
THE SCHERING-PLOUGH PUERTO RICO EMPLOYEES' RETIREMENT SAVINGS
PLAN
Schering-Plough Corporation
One Giralda Farms
P.O. Box 1000
Madison, New Jersey 07940
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT 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
SUPPLEMENTAL SCHEDULES: SCHEDULE
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
Supplemental schedules not included herein are omitted due to the
absence of conditions
under which they are required.
INDEPENDENT AUDITORS' REPORT
The Schering-Plough Puerto Rico Employees' Retirement Savings
Plan:
We have audited the accompanying statements of net assets
available for benefits of The Schering-Plough Puerto Rico
Employees' Retirement 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
San Juan, Puerto Rico
May 21, 1997
Stamp No.
affixed to original.
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1996 AND 1995
1996 1995
<S> <C> <C>
Vanguard Index 500 Portfolio Fund $ 3,962,617 $ 3,025,474
Vanguard Windsor Fund 2,078,110 1,458,659
Vanguard Treasury Money Market
Portfolio 1,299,422 1,217,237
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio Fund 396,869 401,786
Vanguard International Growth
Portfolio Fund 64,787 32,336
Vanguard Wellington Fund 43,719 13,969
Vanguard Explorer Fund 40,699 10,207
Total Vanguard Registered Investment
Company Shares 7,886,223 6,159,668
Schering-Plough Stock Fund 690,264 245,165
Loan Fund 919,260 838,280
Participants' Receivables 101,818 89,839
NET ASSETS AVAILABLE FOR BENEFITS $ 9,597,565 $ 7,332,952
See notes to financial statements.
</TABLE>
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1996
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Interest and dividends $ 462,273
Net appreciation in fair value of investments 923,971
Total 1,386,244
Participants' contributions 1,237,352
Other receipts - rollovers and other transfers in 124,045
Total additions 2,747,641
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefit payments 482,841
Other 187
Total deductions 483,028
NET INCREASE 2,264,613
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 7,332,952
End of year $9,597,565
See notes to financial statements.
</TABLE>
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. GENERAL
The Schering-Plough Puerto Rico Employees' Retirement Savings
Plan (the "Plan") is a defined contribution plan established
effective March 1, 1990. The Plan is intended to encourage
retirement savings by eligible employees of Schering-Plough
Products, Inc. (the "Sponsor") and any of its affiliated
companies that adopts the Plan. Vanguard Fiduciary Trust
Company ("VFTC"), the trustee, is a trust company
incorporated under Chapter 10 of the Pennsylvania Banking
Code, and a wholly-owned subsidiary of The Vanguard Group,
Inc. ("Vanguard").
All Puerto Rico employees of Schering-Plough Products, Inc.
and Schering-Plough del Caribe, Inc. are eligible to
participate in the Plan on the date of employment. There
were 957 and 836 participants in the Plan at December 31,
1996 and 1995, respectively. The participants may elect to
have their salary deferral contributions allocated to any of
the investment funds available under this Plan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared on the
accrual basis in accordance with generally accepted
accounting principles and the financial reporting
requirements of the Employee Retirement Income Security Act
of 1974 ("ERISA").
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 2,359 and 990 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 sales 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 is a description of the Plan for general
information purposes. Participants should refer to the Plan
document for more complete information.
Salary Deferral Contributions
The Plan is designed to permit eligible employees to elect to
have a portion of their salary contributed to the Plan on
their behalf ("salary deferral contributions"). Under the
provisions of the Plan, salary deferral contributions can
range from 1% to 10% of the employee's earnings, in
increments of 1%, subject to certain limitations. Salary
deferral contributions and any earnings accrued thereon are
fully and immediately vested to the participant.
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 nonforfeitable right to their
contributions plus 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 investment
options:
Index 500 Portfolio Fund - Designed to provide returns which
correspond to the performance of Standard & Poor's 500
Composite Stock Price Index.
Windsor Fund - Primarily equity securities with the objective
of providing long-term capital growth.
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 Fund -
A diversified portfolio primarily consisting of short-term
corporate bonds.
International Growth Portfolio Fund - A non-U.S. equity
portfolio, primarily investing in securities of issuers
within Europe, Asia and the Far East.
Wellington Fund - Primarily equity and fixed income
securities with the objective of providing current income and
capital appreciation.
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.
Schering-Plough Stock Fund
Participants are limited to a maximum investment election of
50% of the Salary Deferral Contributions in this fund.
Loan Fund
The Plan allows participants to borrow against their fund
accounts up to a maximum of the lesser of one half of their
account or $50,000. These loans, which are secured by the
participants' individual fund accounts, bear a fixed rate of
interest as determined to be reasonable by The Schering-
Plough Puerto Rico 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
Sponsor has the right under the Plan to terminate the Plan
subject to provisions of ERISA.
5. TAX STATUS
In March 1992, the Plan received a favorable determination
letter issued by the Puerto Rico Department of Treasury as to
the Plan's qualified status under Sections 165(a) and (e) of
the Puerto Rico Income Tax Act of 1954, as amended. As long
as the Plan is qualified under Puerto Rico income tax laws
and sregulations, participants will not be taxed on salary-
deferred contributions or on investment earnings on such
contributions at the time such contributions and investment
earnings are received by the trustee under the Plan, but will
be subject to tax thereon at such time as they receive
distributions from the Plan.
6. ADMINISTRATION OF PLAN ASSETS
Contributions are held and managed by the trustee, VFTC,
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 Sponsor. No such officer or employee
receives compensation from the Plan.
All plan administration expenses are borne by the Sponsor.
7. FUND INFORMATION
<TABLE>
Investment income, contributions and benefit payments are as follows for the year ended December 31, 1996:
Vanguard
Fixed Income
VMMR Securities Vanguard
Vanguard U.S. Short-Term Inter- Schering-
Index 500 Vanguard Treasury Corporate national Vanguard Vanguard Plough
Portfolio Windsor Portfolio Portfolio Growth Wellington Explorer Stock Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment
Income:
Interest and
dividends $ 84,990 $ 196,750 $ 61,995 $ 24,930 $ 2,825 $ 3,201 $ 2,191 $ 9,879 $ 75,512 $ 462,273
Net appreciation
(depreciation)
in fair value
of investments 634,247 212,157 - (5,949) 3,565 1,842 1,537 76,572 - 923,971
Total Investment
Income $ 719,237 $ 408,907 $ 61,995 $ 18,981 $ 6,390 $ 5,043 $ 3,728 $ 86,451 $ 75,512 $ 1,386,244
Participants'
Contributions $ 463,483 $ 350,133 $168,807 $ 89,304 $11,721 $25,776 $ 8,844 $119,284 $ - $ 1,237,352
Rollovers
and Other
Transfers
In/(Out) $ 33,798 $ 31,029 $ 8,498 $ - $ - $ 6,798 $(1,140) $ 45,062 $ - $ 124,045
Benefits
Paid to
Participants $ 203,911 $ 112,832 $ 77,349 $ 32,376 $ 1,652 $ 313 $ 482 $ 10,463 $ 43,463 $ 482,841
Distribution
to Successor
Savings Plan $ 46 $ 47 $ 94 $ - $ - $ - $ - $ - $ - $ 187
</TABLE>
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
Shares/ Current
Identity of Issue Participants Units Cost Value
<S> <C> <C> <C> <C>
Vanguard Index 500
Portfolio Fund* 696 57,296 $ 2,780,726 $3,962,617(1)
Vanguard Windsor
Fund* 521 125,263 1,879,979 2,078,110(1)
Vanguard Treasury
Money Market Portfolio* 457 1,299,422 1,299,422 1,299,422(1)
Vanguard Fixed Income
Securities Short-Term
Corporate Portfolio Fund* 218 36,918 395,962 396,869
Vanguard International
Growth Fund* 36 3,936 59,123 64,787
Vanguard Wellington Fund* 58 1,672 41,878 43,719
Vanguard Explorer Fund* 38 756 40,133 40,699
Schering-Plough Stock
Fund 256 2,359 (2) 609,279 690,264(1)
Outstanding loan balance
- - various loans; 7% to
8.75%, due in one year to
five years from date of loan 919,260 919,260(1)
Total investments $ 8,025,762 $ 9,495,747
* Registered Investment Company.
(1) Indicates investment represents five percent or more of the
net assets available for benefits.
(2) Represents Schering-Plough Stock Fund units.
</TABLE>
<TABLE>
THE SCHERING-PLOUGH PUERTO RICO
EMPLOYEES' RETIREMENT SAVINGS PLAN
ITEM 27d - SCHEDULE OF TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1996
Cost Number Proceeds Number
of of from of Net
Identity of Issue Purchases Purchases Sales Sale Gain
<S> <C> <C> <C> <C> <C>
Vanguard Index - 500
Portfolio Fund $ 905,567 75 $ 603,739 77 $ 151,182
Vanguard Windsor Fund 816,576 68 409,281 76 26,365
Vanguard Treasury Money
Market Portfolio 470,237 104 388,052 85 -
Schering-Plough Stock Fund 529,035 85 160,508 50 18,729
</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 May 21, 1997 appearing
in this Annual Report on Form 11-K of The Schering-Plough Puerto
Rico Employees' Retirement Savings Plan for the year ended
December 31, 1996.
__________________________________________
/s/Deloitte & Touche LLP
San Juan, Puerto Rico
June 18, 1997
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 Puerto Rico Employees' Retirement Savings Plan
Date: June 18, 1997 By /s/ Vincent Sweeney
Vincent Sweeney
Plan Administrator
