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, 1998
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 3
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 1998 and 1997 4
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1998 5
Notes to Financial Statements 6-9
SCHEDULE
SUPPLEMENTAL SCHEDULES:
Schedule of Assets Held for Investment Purposes
December 31, 1998 I
Schedule of Transactions in Excess of 5%
of Plan Assets for the Year
Ended December 31, 1998 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, 1998 and 1997, and the related statement of changes
in net assets available for benefits for the year ended December 31,
1998. 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, such financial statements present fairly, in all
material respects, the net assets available for benefits of the
Plan as of December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998, 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 1998 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 15, 1999
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
($ in 000's)
<CAPTION>
1998 1997
<S> <C> <C>
Vanguard Wellington Fund $ 26,965 $ 21,897
Vanguard Windsor Fund 77,449 84,593
Vanguard Explorer Fund 17,315 17,952
Vanguard Treasury Money Market
Fund 34,891 31,596
Vanguard Short-Term Corporate
Fund 6,260 2,880
Vanguard 500 Index Fund 36,276 19,177
Vanguard International Growth Fund 5,960 4,640
Total Vanguard Registered
Investment Company Assets 205,116 182,735
Schering-Plough Stock Fund 248,407 140,090
Loan Fund 8,713 7,065
Net Assets Available for Benefits $462,236 $329,890
See Notes to Financial Statements.
</TABLE>
<TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
($ in 000's)
<S> <C>
Additions to net assets attributed to:
Investment income:
Interest and dividends $ 15,034
Net appreciation in fair value of investments 109,511
124,545
Contributions:
Participant contributions 27,989
Asset transfers in 117
Total additions 152,651
Deductions from net assets attributed to:
Benefit payments 20,305
Net increase 132,346
Net assets available for benefits:
Beginning of year 329,890
End of year $462,236
See Notes to Financial Statements.
</TABLE>
SCHERING-PLOUGH EMPLOYEES' SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
($ in 000's except per unit amounts)
1. General - The Schering-Plough Employees' Savings Plan ("Plan") is a
defined contribution plan open to all United States 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 10,700 participants in the Plan
at December 31, 1998 and 10,000 at December 31, 1997.
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, 1998 and 1997 there were 249,844 and 249,934
units of participation in the Schering-Plough Stock Fund,
respectively. The net asset value per unit was $994.25 and $560.51 at
December 31, 1998 and 1997, respectively. The closing stock prices of
Schering-Plough Corporation at December 31, 1998 and December 31, 1997
were $55 1/4 and $31 1/16, respectively; the closing price on June 14,
1999 was $44 1/8.
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 Fund - 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.
Short-Term Corporate Fund - A diversified portfolio primarily
consisting of short-term corporate bonds.
500 Index Fund - Designed to provide returns which correspond to
the performance of Standard & Poor's 500 Composite Stock Price
Index.
International Growth Fund - 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 spouse.
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, 1998:
($ in 000's)
<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 $2,911 $ (145) $ 2,750 $ 985
Vanguard
Windsor Fund 6,857 (6,200) 5,708 3,388
Vanguard
Explorer Fund 153 438 1,581 643
Vanguard Treasury
Money Market
Fund 1,603 - 2,597 3,295
Vanguard
Short-Term
Corporate
Fund 266 3 596 273
Vanguard
500 Index Fund 495 6,177 4,993 689
Vanguard Int'l.
Growth
Fund 114 698 858 216
Total Vanguard
Registered
Investment
Company Shares 12,399 971 19,083 9,489
Schering-Plough
Stock Fund 1,943 108,540 8,906 10,223
Loan Fund 692 - - 593
Total $15,034 $109,511 $27,989 $20,305
</TABLE>
SCHEDULE I
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - ITEM 27a
DECEMBER 31, 1998
($ in 000's)
<CAPTION>
Shares/ Current
Identity of Issue Participants Units Cost Value
<S> <C> <C> <C> <C>
Schering-Plough Stock
Fund 8,610 249,844 1/ $ 58,454 $248,407 2/
Vanguard Treasury Money
Market Fund* 3,529 34,890,647 34,891 34,891 2/
Vanguard Explorer Fund* 2,929 305,329 14,284 17,315
Vanguard 500 Index
Fund* 4,263 318,347 25,352 36,276 2/
Vanguard Windsor Fund* 6,959 4,974,267 75,229 77,449 2/
Vanguard Wellington Fund* 4,042 918,744 23,167 26,965 2/
Vanguard International
Growth Fund* 1,500 317,541 5,242 5,960
Vanguard Short-Term
Corporate Fund* 897 577,455 6,251 6,260
Total Vanguard Registered
Investment Company Shares 184,416 205,116
Outstanding Loan Balance -
6.0% to 11.5% due 36 to 240
months from date of loan 8,713 8,713
Total Assets Held for Investment Purposes $251,583 $462,236
* Registered Investment Company
1/ Represents Schering-Plough Stock Fund units.
2/ Indicates investment representing 5 percent or more of the
net assets available for benefits.
</TABLE>
SCHEDULE II
<TABLE>
SCHERING-PLOUGH CORPORATION EMPLOYEES' SAVINGS PLAN
TRANSACTIONS IN EXCESS OF 5% OF PLAN ASSETS - ITEM 27d
FOR THE YEAR ENDED DECEMBER 31, 1998
($ 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 $30,696 248 $30,919 248 $14,831
Vanguard
Windsor Fund 17,983 236 18,926 250 1,506
Vanguard
Treasury Money
Market
Fund 32,180 256 28,885 251 -
Vanguard
500 Index
Fund 17,967 245 7,046 233 745
</TABLE>
* Represents the number of days a trade occurred in 1998
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
15, 1999 appearing in this Annual Report on Form 11-K of Schering-
Plough Employees' Savings Plan for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
June 15, 1999
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 15, 1999 By: /s/Vincent Sweeney
Name: Vincent Sweeney
Title: Plan Administrator
13
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