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, 1997
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, 1997 and 1996 2
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1997 3
Notes to Financial Statements 4-7
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment Purposes
December 31, 1997 I
Schedule of Transactions in Excess of 5%
of Plan Assets for the Year
Ended December 31, 1997 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
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, 1997 and 1996, and the related
statement of changes in net assets available for benefits for the
year ended December 31, 1997. 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, 1997 and
1996, and the changes in net assets available for benefits for
the year ended December 31, 1997, 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 1997
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 17, 1998
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
($ in 000's)
<CAPTION>
1997 1996
<S> <C> <C>
Vanguard Wellington Fund $ 21,897 $ 17,023
Vanguard Windsor Fund 84,593 66,936
Vanguard Explorer Fund 17,952 16,078
Vanguard Treasury Money Market
Portfolio 31,596 31,666
Vanguard Fixed Income Securities
Short-Term Corporate Portfolio 2,880 2,228
Vanguard Index Trust 500 Portfolio 19,177 10,177
Vanguard International Growth Portfolio 4,640 3,854
Total Vanguard Registered
Investment Company Assets 182,735 147,962
Schering-Plough Stock Fund 140,090 70,111
Loan Fund 7,065 5,973
Net Assets Available for Benefits $329,890 $224,046
See Notes to Financial Statements.
</TABLE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1997
($ in 000's)
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 21,516
Net appreciation in fair value of investments 73,361
94,877
Contributions:
Participant contributions 23,075
Asset transfers in 726
Total additions 118,678
Deductions from net assets attributed to:
Benefit payments 12,834
Net increase 105,844
Net assets available for benefits:
Beginning of year 224,046
End of year $329,890
See Notes to Financial Statements.
</TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
($ 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
participating 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 10,000
participants in the Plan at December 31, 1997 and 1996.
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, 1997 and 1996,
there were 249,934 and 239,561 units of participation in the
Schering-Plough Stock Fund, respectively. The net asset value
per unit was $560.51 and $292.66 at December 31, 1997 and 1996,
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% (up to 10% for employees covered by a
certain collective bargaining agreement) 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 earnings thereon.
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 Trust 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 (reduced by any outstanding loans). 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.
Effective January 1, 1998, active participants may elect to
withdraw all or a portion of their accounts at anytime after age
70.
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 the Vanguard Group (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, 1997:
<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 $ 1,830 $ 2,203 $ 2,139 $ 932
Vanguard
Windsor Fund 13,438 1,573 5,754 3,335
Vanguard
Explorer Fund 1,761 414 1,607 668
Vanguard Treasury
Money Market
Portfolio 1,581 - 2,785 2,502
Vanguard Fixed
Income
Securities
Short-Term
Corporate
Portfolio 148 14 367 75
Vanguard Index
Trust 500
Portfolio 364 3,517 3,004 377
Vanguard Int'l.
Growth
Portfolio 195 (50) 930 162
Total Vanguard
Registered
Investment
Company Shares 19,317 7,671 16,586 8,051
Schering-Plough
Stock Fund 1,644 65,690 6,489 4,174
Loan Fund 555 - - 609
Total $21,516 $73,361 $23,075 $12,834
</TABLE>
SCHEDULE I
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27a
DECEMBER 31, 1997
($ in 000's)
<CAPTION>
Shares/ Current
Identity of Issue Participants Units Cost Value
<S> <C> <C> <C> <C>
Schering-Plough Stock
Fund 7,530 249,934 1/ $ 43,685 $140,090 2/
Vanguard Treasury Money
Market Portfolio* 3,683 31,596,149 31,596 31,596 2/
Vanguard Explorer Fund* 2,997 324,623 15,012 17,952 2/
Vanguard Index Trust
500 Portfolio* 3,055 212,912 13,650 19,177 2/
Vanguard Windsor Fund* 7,022 4,981,901 74,643 84,593 2/
Vanguard Wellington Fund* 3,765 743,512 17,314 21,897 2/
Vanguard International
Growth Portfolio* 1,345 283,115 4,486 4,640
Vanguard Fixed Income
Securities Short-Term
Corporate Portfolio* 731 266,420 2,871 2,880
Total Vanguard Registered
Investment Company Shares 159,572 182,735
Outstanding Loan Balance -
6.0% to 11.5% due 36 to 240
months from date of loan 7,065 7,065
Total Assets Held for Investment Purposes $210,322 $329,890
* Registered Investment Company
1/ Represents Schering-Plough Stock Fund units.
2/ Indicates investment representing 5 percent or more of the
net assets available for benefits.
</TABLE>
SCHEDULE II
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS - ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1997
($ in 000's)
<CAPTION>
Purchases Sales
Identity Cost No. of Proceeds No. of
of Issue of Assets Purchases from Sales Sales Net Gain
<S> <C> <C> <C> <C> <C>
Schering-
Plough
Stock Fund $20,851 252 $16,546 250 $5,501
Vanguard
Windsor Fund 27,604 247 11,507 248 1,653
Vanguard
Treasury Money
Market
Portfolio 23,197 256 23,245 250 -
Vanguard
Explorer Fund 6,959 206 5,496 234 544
Vanguard
Index Trust
500 Portfolio 8,818 242 3,333 213 447
</TABLE>
EXHIBIT I
Independent Auditors' Consent
We consent to the incorporation by reference in Registration
Statements No. 2-83963, No. 33-19013, No. 33-50606 and No. 333-
30331 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
Statements No. 333-12909 and No. 333-30355 on Form S-3 of our
report dated June 17, 1998 appearing in this Annual Report on
Form 11-K of Schering-Plough Employees' Savings Plan for the year
ended December 31, 1997.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 17, 1998
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 17, 1998 By: /s/ Vincent Sweeney
Name: Vincent Sweeney
Title: Plan Administrator
