<PAGE>
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE:)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 1994
-----------------
Or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from _________ to __________
Commission file number 0-11103
-------
CENTOCOR QUALIFIED
SAVINGS AND RETIREMENT PLAN
(Full title of the Plan)
Centocor, Inc.
200 Great Valley Parkway
Malvern, PA 19355
(Name of issuer of the securities held
pursuant to the plan and the address of its
principal executive office)
<PAGE>
Centocor Qualified Savings and Retirement Plan
- - ----------------------------------------------
Index to Financial Statements and Schedules
- - -------------------------------------------
Page 3 Independent Auditors' Report
Page 4 Statements of Net Assets Available for Plan Benefits as of December
31, 1994 and 1993
Page 5 Statements of Changes in Net Assets Available for Plan Benefits for
the years ended December 31, 1994, 1993 and 1992
Pages 6-12 Notes to Financial Statements
Page 13 Schedule II - Allocation of Plan Assets and Liabilities to
Investment Programs
Pages 14,15 Schedule III - Allocation of Changes in Plan Equity to Investment
Programs
Page 16 Item 27a - Schedule of Assets Held For Investment Purposes
Page 17 Item 27d - Schedule of Reportable Transactions
2
<PAGE>
Independent Auditors' Report
----------------------------
To the Participants of the Centocor Qualified Savings and Retirement Plan
and the 401(k) Administrative Committee of Centocor, Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of the Centocor Qualified Savings and Retirement Plan as of December
31, 1994 and 1993, and the related statements of changes in net assets available
for plan benefits for each of the years in the three-year period ended December
31, 1994. In connection with our audits of the aforementioned financial
statements, we also have audited the related financial statement schedules as
listed in the accompanying index. These financial statements and financial
statement schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedules 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 plan benefits of the
Centocor Qualified Savings and Retirement Plan at December 31, 1994 and 1993 and
the changes in net assets available for plan benefits for each of the years in
the three-year period ended December 31, 1994, in conformity with generally
accepted accounting principles. Also in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly, in all material respects, the
information set forth therein.
KPMG Peat Marwick LLP
June 2, 1995
3
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1994 1993
---- ----
<S> <C> <C>
Assets:
Corestates Money Market Funds and Cash $53,017 $95,441
Investments (Note 3):
Centocor, Inc. Common Stock (Note 9) 2,166,385 1,411,356
CoreFund Treasury Reserve Series A 862,782 1,082,802
CoreFund Intermediate Bond Fund Series A 1,073,447 1,337,077
CoreFund Equity Index Fund Series A 3,410,761 3,436,630
CoreFund International Growth Fund Series A (Note 8) 17,249 -
CoreFund Growth Equity Fund Series A (Note 8) 477,207 -
------------- --------------
8,007,831 7,267,865
Interest and dividends receivable 29,304 25,492
Other assets:
Employer's contribution receivable (Note 2) 549,798 246,226
Employee contribution receivable 42,392 30,528
Loans receivable from participants 169,357 89,038
------------- -------------
761,547 365,792
------------- --------------
Total assets $8,851,699 $7,754,590
============= ==============
Liabilities and Plan Equity:
Other liabilities 5,443 -
Transfers payable to related parties (Note 6) - 46,488
Plan equity (Notes 2 and 9) 8,846,256 7,708,102
------------- --------------
Total liabilities and plan equity $8,851,699 $7,754,590
============= ==============
</TABLE>
See accompanying Notes to Financial Statements.
4
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------------------------------------------
1994 1993 1992 *
---- ---- ------
<S> <C> <C> <C>
Interest and other income $196,962 $53,700 $228,492
Realized gains (losses) on sale of investments (Note 3) 173,613 161,356 (130,587)
Unrealized appreciation (depreciation)
of investments (Notes 3 and 9) 326,454 (600,656) (2,397,490)
Contributions (Note 2):
Employee 1,340,188 1,664,213 3,606,443
Employer 549,798 378,987 1,017,778
Other income (expense) (40,746) - -
--------------- -------------- ----------------
Total contributions 1,849,240 2,043,200 4,624,221
Deductions (Note 2):
Benefits paid (1,325,833) (3,229,524) (1,524,382)
Transfers to related party (Note 6) - (46,488) -
Loan advances (80,319) (50,280) (69,172)
Administrative expenses (1,963) (2,632) -
--------------- -------------- ----------------
(1,408,115) (3,328,924) (1,593,554)
Net increase (decrease) 1,138,154 (1,671,324) 731,082
Plan Equity: 7,708,102 9,379,426 8,648,344
Beginning of year -------------- ------------- ---------------
End of year $8,846,256 $7,708,102 $9,379,426
============== ============= ===============
</TABLE>
* Certain items have been reclassified to conform to current year
classifiactions
See accompanying Notes to Financial Statements
5
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies
Basis of Presentation
---------------------
The accompanying financial statements have been prepared on the
accrual basis of accounting.
Investments
-----------
Shares of common trust funds administered by CoreStates Bank, N.A. are
stated at fair value based on the market value of the funds underlying
securities. Centocor, Inc. (the "Company") common shares are carried
at market value which is determined by quoted market prices.
Note 2 Description of Plan
The following description of Centocor Qualified Savings and Retirement
Plan (the "Plan") provides only general information. Participants
should refer to the Plan document for a more complete description of
the Plan's provisions.
General
-------
Effective January 1, 1985, the Company established the Plan, a defined
contribution savings plan subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA"). Substantially all
U.S. employees of the Company, or any of its subsidiaries or
affiliates, are eligible to participate in the Plan. Employees may
participate as of the first entry date following the date of his/her
employment. The entry dates are January 1, April 1, July 1 and October
1 ("Entry Date") of each calendar year. Substantially all of the
legal, accounting and administrative expenses associated with Plan
operations are currently paid by the Company.
Contributions
-------------
Eligible employees may make voluntary tax-deferred contributions of 1
to 15 percent of their eligible cash compensation up to certain annual
limits as prescribed by the U.S. Internal Revenue Code. Maximum annual
contributions may be limited at the discretion of the Company.
6
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
Employee contributions are invested as directed by the employee in any of the
six investment funds available under an investment contract with the Trustee
(see Note 3). Company contributions are made principally in the Company's Common
Stock.
The Company may elect, but is not required, to make contributions to the Plan
for the benefit of the participating employees. To date, contributions have been
made as a percentage of the participants' contributions for the year, as
determined by the Company's Board of Directors. In 1994, the Company elected to
contribute an amount equal to 40 percent of the contributions of each employee
earning less than $70,000 per year and 30 percent of the contributions of each
employee earning $70,000 or more per year. However, in 1993 and 1992, the
Company elected to contribute an amount equal to 40 percent of the contributions
of each employee earning less than $65,000 per year and 30 percent of the
contributions of each employee earning $65,000 or more per year. The Company's
contribution is based upon annual employee contributions up to a level of 6
percent of their cash compensation. Additionally, in 1994 and 1993, the Company
committed to make a contribution equal to 1% of each employee's compensation. At
December 31, 1994, 30,511 shares of the Company's Common Stock with a par value
of $16.7696 per share determined by the average trade price for the last twenty
days in December and $38,141 in cash was due to the Plan from the Company for
its 1994 contribution.
Participants' accounts
- - ----------------------
Separate accounts are maintained by the Trustee for each participant. Each
participant's account reflects the participant's contribution, the Company's
contribution, interest, dividends, other income, and gains or losses earned by
each of the investment funds. Investment income is reinvested in the same funds.
Participants may transfer all or a portion of their accounts among the six
investment funds available under the Plan. The transfer would take effect on the
Entry Date following the participant's written notice of the change.
Vesting
- - -------
Employee contributions are fully (100 percent) vested and non-forfeitable.
Employer matching contributions are fully vested upon death, total and permanent
disability, or attainment of age 65; otherwise, employer contributions are
subject to vesting percentages based on years of service, as defined by the Plan
documents. Employee
7
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
non-vested forfeitures are used by the Company to offset employer matching
contributions. The employer contributions vesting percentages are as follows:
Less than one year of service 0%
One year of service 20%
Two years of service 40%
Three years of service 60%
Four years of service 80%
Five or more years of service 100%
Payment of benefits
- - -------------------
Benefits from the participants' vested accounts are normally payable to Plan
participants upon retirement, death, termination of Company employment or total
and permanent disability. Included in plan equity are benefits payable at
December 31, 1994 and 1993 of $128,304 and $728,246, respectively, representing
amounts due to former employees.
A participant, while still an employee, may generally withdraw all or a portion
of his vested, non-forfeitable tax-deferred contribution account if such amount
is needed to defray the cost of a medical emergency, enable the participant to
acquire or improve his principal residence, or assist the participant in
preventing eviction or foreclosure proceedings. Such a withdrawal must first be
taken as a loan as noted below. Any additional funds required will be
distributed as a hardship withdrawal subject to income tax and penalties. Such
loan and withdrawal shall not exceed the amount required to meet the immediate
financial need created by the hardship and shall not be reasonably available
from other sources of the participant.
Loan provisions
- - ---------------
Participants may borrow up to 50 percent of their vested account balance not to
exceed $50,000 and may take only one loan per year. All such loans bear interest
at prevailing market rates.
8
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 3 Investments
-----------
The number of employees participating in the investment funds at
December 31, 1994 was as follows:
Centocor, Inc. Common Stock Fund 437
CoreFund Treasury Reserve Series A 196
CoreFund Intermediate Bond Fund Series A 232
CoreFund Equity Index Fund Series A 364
CoreFund International Growth Fund Series A 232
CoreFund Growth Equity Fund Series A 262
The Centocor Common Stock Fund consists primarily of shares of
Centocor, Inc. Common Stock, with a portion of funds invested in a
government money market fund pending purchase of the Company's Common
Stock to provide liquidity. The CoreFund Treasury Reserve Fund Series
A invests in U.S. Treasury Bills with maturities of one-year or less,
with a portion invested in the money market fund noted above. The
CoreFund Intermediate Bond Fund Series A invests in U.S. government
and government agencies securities and securities guaranteed by the
U.S. government, as well as, unsecured debt instruments of
corporations, all with various maturities up to ten years. Part of
this fund may also be invested in the money market fund noted above.
The CoreFund Equity Index Fund Series A invests in equity securities
of corporations, with a portion in the money market fund noted above.
The CoreFund International Growth Fund Series A invests in equity
securities of corporations outside the United States. The CoreFund
Growth Equity Fund Series A invests in equity securities of
corporations, with a portion in the money market fund noted above.
Custody of the Plan's investments is maintained by the Trustee,
CoreStates Bank, N.A. Plan investments at December 31, 1994 and 1993
were as follows (see Note 9):
9
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Name of Issuer
and Title of Issue Number of Shares Cost Fair Value
- - ------------------- ---------------- ---- ----------
<S> <C> <C> <C>
At December 31, 1994
- - --------------------
Centocor, Inc. Common Stock 133,316 $1,934,758 $2,166,385
CoreFund Treasury Reserve Series A 862,782 862,782 862,782
CoreFund Intermediate Bond Fund Series A 113,114 1,129,591 1,073,447
CoreFund Equity Index Fund Series A 169,605 3,511,987 3,410,761
CoreFund International Growth Fund Series A 1,430 18,796 17,249
CoreFund Growth Equity Fund Series A 50,338 490,337 477,207
---------
$8,007,831
=========
</TABLE>
<TABLE>
<CAPTION>
Name of Issuer
and Title of Issue Number of Shares Cost Fair Value
- - -------------------- ---------------- ---- ----------
<S> <C> <C> <C>
At December 31, 1993
- - --------------------
Centocor, Inc. Common Stock 118,851 $1,846,728 $1,411,356
CoreFund Treasury Reserve Series A 1,082,802 1,082,802 1,082,802
CoreFund Intermediate Bond Fund Series A 132,910 1,333,422 1,337,077
CoreFund Equity Index Fund Series A 159,030 3,271,787 3,436,630
---------
$7,267,865
---------
</TABLE>
Net realized gains of $173,613 in 1994 resulted principally from sales in the
CoreFund Growth and Income Equity Fund offset by realized losses from sales in
the CoreFund Intermediate Bond Fund.
Net realized gains of $161,356 in 1993 resulted principally from sales in the
CoreFund Growth and Income Equity Fund offset by realized losses from the sale
of shares of the Company's Common Stock.
Net realized losses of $130,587 in 1992 resulted principally from the sale of
shares of the Company's Common Stock.
The following table presents the fair value of investments that represent 5
percent or more of the Plan's net assets as of December 31, 1994 and 1993,
respectively:
10
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Name of Issuer
and Title of Issue 1994 1993
------------------ ----- ----
<S> <C> <C>
Centocor, Inc. Common Stock $2,166,385 $1,411,356
CoreFund Treasury Reserve Series A 862,782 1,082,802
CoreFund Intermediate Bond Fund Series A 1,073,447 1,337,077
CoreFund Equity Index Fund Series A 3,410,761 3,436,630
CoreFund Growth Equity Fund Series A 477,207 -
</TABLE>
The net unrealized appreciation (depreciation) on investments as of
and for the years ended December 31, 1994, 1993 and 1992 was as
follows (see Note 9):
<TABLE>
<CAPTION>
CoreFund
CoreFund Growth & CoreFund
Centocor, Inc. Intermediate Income International
Common Stock Bond Fund Equity Fund Fund
------------ --------- ----------- ----
<S> <C> <C> <C> <C>
Balance at December 31, 1991 $ 2,298,030 $ 48,867 $ 384,375 $ -
Appreciation (depreciation) (2,557,133) (7,417) 167,060 -
----------- -------- --------- ------
Balance at December 31, 1992 (259,103) 41,450 551,435 -
Depreciation (176,269) (37,795) (386,592) -
----------- -------- --------- ------
Balance at December 31, 1993 (435,372) 3,655 164,843 -
Appreciation (depreciation) 666,999 (59,799) (266,069) (1,547)
----------- -------- --------- ------
Balance at December 31, 1994 $ 231,627 $(56,144) $(101,226) $(1,547)
=========== ======== ========= =======
<CAPTION>
CoreFund
Growth
Fund Total
---- -----
<S> <C> <C>
Balance at December 31, 1991 $ - $ 2,731,272
Appreciation (depreciation) - (2,397,490)
------- -----------
Balance at December 31, 1992 - 333,782
Depreciation - (600,656)
------- -----------
Balance at December 31, 1993 - (266,874)
Appreciation (depreciation) (13,130) 326,454
-------- -----------
Balance at December 31, 1994 $(13,130) $ 59,580
======== ===========
</TABLE>
Note 4 Federal Income Taxes
--------------------
The Internal Revenue Service has made a determination that the Plan
has complied with the requirements of ERISA and therefore is qualified
under provisions of Section 401(a) of the Internal Revenue Code and is
exempt from Federal income tax.
A participant must pay regular income tax plus a 10 percent excise tax
for withdrawal of any portion of his accumulated pre-tax account
balance, including the vested portion of the Company's contributions
or earnings prior to retirement, disability, or attaining age 59-1/2
and not meeting the requirements of a loan.
Note 5 Plan Termination
----------------
Although it has not expressed an intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
11
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENTS PLAN
NOTES TO FINANCIAL STATEMENTS
Note 6 Related Party
-------------
Transfers payable to related parties in 1993 represent net assets
available for Plan Benefits of participants who had formerly worked
for the Company and are now employed by an unconsolidated entity. The
companies share a common member of the Board of Directors. Effective
December 31, 1994, the Plan no longer has any current or future
liabilities to related parties.
Note 7 Form 5500
---------
The Plan had not yet prepared its Form 5500 as of the date of the
audit report. The Plan has until September 15, 1995 to file the Form
5500.
Note 8 Plan Amendments/Changes
-----------------------
During 1994, the plan added two new investment options. These
investments are known as the CoreFund Growth Equity Fund Series A and
the CoreFund International Growth Fund Series A. The object of the
CoreFund Growth Equity Fund Series A is to seek capital growth by
investing primarily in equity securities with potential for growth of
earnings over time while the CoreFund International Growth Fund Series
A seeks long-term capital appreciation by investing primarily in
equity securities of companies located outside the United States.
These two funds were added to further diversify the investment
vehicles offered by the Plan.
Note 9 Subsequent Events
-----------------
Market Value of Investments
---------------------------
The market value per share of the Company's Common Stock Fund at June
2, 1995 was $12.87 as compared to $16.25 at December 31, 1994.
12
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN SCHEDULE II
ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT PROGRAMS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
1994
------------------------------------------------------------------------------
COREFUND
COREFUND CENTOCOR INTER- EQUITY
TREASURY COMMON MEDIATE INDEX
RESERVE STOCK LOAN DEBT FUND
ASSETS SERIES A FUND FUND FUND SERIES A
------ ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS
AND CASH $3,672 $203 $3,494 $144 $11
CENTOCOR INC. COMMON STOCK - 2,160,600 - - -
COREFUND TREASURY RESERVE SERIES A 862,782 - - - -
COREFUND INTERMEDIATE BOND
FUND SERIES A - - - 1,073,447 -
COREFUND EQUITY INDEX FUND SERIES A - - - - 3,410,761
COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - - -
COREFUND GROWTH EQUITY FUND SERIES A - - - -
INTEREST AND DIVIDENDS RECEIVABLE - - - 5,720 22,524
EMPLOYER'S CONTRIBUTION RECEIVABLE 4,503 511,668 - 5,144 7,773
EMPLOYEE CONTRIBUTION RECEIVABLE 4,170 4,295 - 4,480 15,734
LOANS RECEIVABLE FROM PARTICIPANTS - - 169,357 - -
------------------------------------------------------------------------------
TOTAL ASSETS $875,127 $2,676,766 $172,851 $1,088,935 $3,456,802
==============================================================================
LIABILITIES AND PLAN EQUITY
---------------------------
OTHER LIABILITIES - - 5,443 - -
TRANSFERS PAYABLE TO RELATED PARTIES - - - - -
NET INTERFUND INVESTMENT REDIRECTION 14,549 116,201 55,802 53,999 39,731
------------------------------------------------------------------------------
PLAN EQUITY 800,578 2,660,605 111,606 1,034,935 3,417,071
------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $875,127 $2,676,766 $172,851 $1,088,935 $3,456,802
==============================================================================
<CAPTION>
1994
------------------------------------------------------------------------------
COREFUND
INTER- COREFUND
NATIONAL GROWTH CONTRIBUTION
GROWTH EQUITY /DISTRIBUTION
ASSETS SERIES A SERIES A ACCOUNT TOTAL
------ ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS
AND CASH $20 $45,474 $53,017
CENTOCOR INC. COMMON STOCK - - 5,785 2,166,385
COREFUND TREASURY RESERVE SERIES A 862,782
COREFUND INTERMEDIATE BOND
FUND SERIES A - - - 1,073,447
COREFUND EQUITY INDEX FUND SERIES A - - - 3,410,761
COREFUND INTERNATIONAL GROWTH FUND SERIES A 17,249 - - 17,249
COREFUND GROWTH EQUITY FUND SERIES A - 477,207 - 477,207
INTEREST AND DIVIDENDS RECEIVABLE 58 1,002 - 29,304
EMPLOYER'S CONTRIBUTION RECEIVABLE 10,032 10,678 - 549,798
EMPLOYEE CONTRIBUTION RECEIVABLE 2,509 11,204 - 42,392
LOANS RECEIVABLE FROM PARTICIPANTS - - - 169,357
------------------------------------------------------------------------------
TOTAL ASSETS $29,868 $500,091 $51,259 $8,851,699
==============================================================================
LIABILITIES AND PLAN EQUITY
---------------------------
OTHER LIABILITIES - - - 5,443
TRANSFERS PAYABLE TO RELATED PARTIES - - - -
NET INTERFUND INVESTMENT REDIRECTION ($181,895) ($98,387) - -
-----------------------------------------------------------------------------
PLAN EQUITY 211,762 598,478 51,259 8,846,255
-----------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $29,868 $500,091 $51,259 $8,851,699
=============================================================================
<CAPTION>
1993
--------------------------------------------------------------------------------------
COREFUND
COREFUND CENTOCOR INTER- EQUITY
TREASURY COMMON MEDIATE INDEX
RESERVE STOCK LOAN DEBT FUND
ASSETS SERIES A FUND FUND FUND SERIES A TOTAL
------ --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS
AND CASH $7,733 $15,071 $25,689 $17,765 $29,183 $95,441
CENTOCOR INC. COMMON STOCK - 1,411,356 - - - 1,411,356
COREFUND TREASURY RESERVE SERIES A 1,082,802 - - - - 1,082,802
COREFUND INTERMEDIATE BOND
FUND SERIES A - - - 1,337,077 - 1,337,077
COREFUND EQUITY INDEX FUND SERIES A - - - - 3,436,630 3,436,630
COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - - - -
COREFUND GROWTH EQUITY FUND SERIES A - - - - - -
INTEREST AND DIVIDENDS RECEIVABLE - - - 4,595 20,897 25,492
EMPLOYER'S CONTRIBUTION RECEIVABLE 4,340 220354 - 5,741 15,791 246,226
EMPLOYEE CONTRIBUTION RECEIVABLE 3,605 3148 7,783 15,992 30,528
LOANS RECEIVABLE FROM PARTICIPANTS - - 89,038 - - 89,038
--------------------------------------------------------------------------------------
TOTAL ASSETS $1,098,480 $1,649,929 $114,727 $1,372,961 $3,518,493 $7,754,590
======================================================================================
LIABILITIES AND PLAN EQUITY
---------------------------
OTHER LIABILITIES
TRANSFERS PAYABLE TO RELATED PARTIES 17,629 (17,128) - - 45,987 46,488
NET INTERFUND INVESTMENT REDIRECTION 175,479 31,125 - 46,721 (253,325) -
--------------------------------------------------------------------------------------
PLAN EQUITY 905,372 1,635,932 114,727 1,326,240 3,725,831 7,708,102
--------------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $1,098,480 $1,649,929 $114,727 $1,372,961 $3,518,493 $7,754,590
======================================================================================
</TABLE>
13
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN SCHEDULE III
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
1994
--------------------------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND CENTOCOR INTER- GROWTH INTER- COREFUND
TREASURY COMMON MEDIATE EQUITY NATIONAL GROWTH COREFUND
RESERVE STOCK LOAN DEBT INDEX GROWTH EQUITY CONTRIBUTION
SERIES A FUND FUND FUND FUND SERIES A SERIES A /DISTRIBUTION TOTAL
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST & OTHER INCOME $32,944 $239 $10,209 $57,853 $91,613 $927 $2,227 $950 $196,962
REALIZED GAINS (LOSSES)
ON SALE OF INVESTMENTS - (2,179) - (10,571) 188,011 (6) (1,642) - 173,613
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - 666,999 - (59,799) 266,069 (1547) (13,130) - 326,454
CONTRIBUTIONS:
EMPLOYEE 105,291 187,101 - 150,442 436,173 19,772 441409 - 1,340,188
EMPLOYER 4,503 511,668 - 5,144 7,773 10,032 10678.2 - 549,798
OTHER INCOME (EXPENSE) - (83,794) - - - - _ 43,048 (40,746)
DEDUCTIONS:
BENEFITS PAID (219,865) (128,790) (23213) (250,918) (698,638) - (11670) 7,261 (1,325,833)
TRANSFERS TO RELATED PA - - - - - - - - -
LOAN ADVANCES - - (80319) - - - - - (80,319)
ADMINISTRATIVE EXPENSES - - (1963) - - - - - (1,963)
NET INTERFUND INVESTME 32,333 (226,611) 92,165 (183,455) (67,623) 182,585 170,606 - -
--------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) (44,794) 924,633 (3,121) (291,304) (308,760) 211,763 598,478 51,259 1,138,154
PLAN EQUITY AT
BEGINNING OF PERIOD 905,372 1,635,932 114,727 132,6240 3,725,831 - - - 7,708,102
--------------------------------------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $860,578 $2,560,565 $111,606 $1,034,936 $3,417,071 $211,763 $598,478 $51,259 $8,846,256
========================================================================================================
</TABLE>
<TABLE>
<CAPTION>
1993
----------------------------------------------------------------------------------
COREFUND
COREFUND CENTOCOR INTER- GROWTH
TREASURY COMMON MEDIATE EQUITY
RESERVE STOCK LOAN DEBT INDEX
SERIES A FUND FUND FUND FUND TOTAL
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST & OTHER INCOME $ 18,358 $1,149 $8,694 $4,595 $20,904 $53,700
REALIZED GAINS (LOSSES) ON SALE
INVESTMENTS - (494,116) - 54,785 600,687 161,356
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (176,269) - (37,795) (386,592) (600,656)
CONTRIBUTIONS:
EMPLOYEE 244,252 211,176 - 377,869 830,916 1,664,213
EMPLOYER 6,615 340,960 - 8,045 23,367 378,987
OTHER INCOME (EXPENSE) - - - - - -
DEDUCTIONS:
BENEFITS PAID (609,587) (421,577) - (742,704) (1,455,656) (3,229,524)
TRANSFERS TO RELATED PA (17,629) 17,128 - - (45,987) (46,488)
LOAN ADVANCES - - (50,280) - - (50,280)
ADMINISTRATIVE EXPENSES - - (2,632) - - (2,632)
NET INTERFUND INVESTME (199,790) (424,153) 3,771 13,137 607,035 -
-----------------------------------------------------------------------------
NET INCREASE (DECREASE) (557,781) (945,702) (40,447) (322,068) 194,674 (1,671,324)
PLAN EQUITY AT
BEGINNING OF PERIOD 1,463,153 2,581,634 155,174 1,648,308 3,531,157 9,379,426
-----------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $ 905,372 $1,635,932 $114,727 $1,326,240 $3,725,831 $7,708,102
============================================================================
</TABLE>
14
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN SCHEDULE III cont.
ALLOCATION OF PLAN INCOME AND CHANGES IN PLAN EQUITY TO INVESTMENT PROGRAMS
YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992
<TABLE>
<CAPTION>
1992 *
---------------------------------------------------------------------------------------------
COREFUND
COREFUND CENTOCOR INTER- GROWTH
TREASURY COMMON MEDIATE EQUITY
RESERVE STOCK LOAN DEBT INDEX
SERIES A FUND FUND FUND FUND TOTAL
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST $68,803 $1,841 $8,891 $86,350 $62,607 $228,492
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS - (131,293) - 706 - (130,587)
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (2,557,133) - (7,417) (167,060) (2,397,490)
CONTRIBUTIONS:
EMPLOYEE 575,146 728,267 - 638,215 1,664,815 3,606,443
EMPLOYEE 4,517 985,248 - 11,803 16,210 1 017,778
DEDUCTIONS:
BENEFITS PAID (286,554) (280,820) - (133,668) (823,340) (1,524,382)
TRANSFERS TO RELATED PARTY - - - - -
LOAN ADVANCES - - (69,172 - - (69,172)
ADMINISTRATIVE EXPENSES - - - - - -
NET INTERFUBD IBVESTMENT REDIRECTION (334,220) 45,182 165,535 (18,507) 142,010 -
---------------------------------------------------------------------------------------
NET INCREASE (DECREASE) 27,692 (1,208,708) 105,254 577,482 1,229,362 731,082
PLAN EQUITY AT
BEGINNING OF PERIOD 1,435,461 3,790,342 49,920 1,070,826 2,301,795 8,648,344
---------------------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $1,463,153 $2,581,634 $155,174 $1,648,308 $3,531,157 $9,379,426
=======================================================================================
</TABLE>
* Certain items have been reclassified to conform to current year
classifications.
15
<PAGE>
CENTOCOR
QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Description of Assets: Number of Shares Cost Market
- - ---------------------- ---------------- ---- ------
<S> <C> <C> <C>
Centocor Common Stock 133,316 $1,934,758 $2,166,385
CoreFund Treasury
Reserve Fund A 862,782 862,782 862,782
CoreFund Intermediate
Bond Fund A 113,114 1,129,591 1,073,447
CoreFund Equity Index
Fund Series A 169,605 3,511,987 3,410,761
CoreFund International
Growth Fund Series 1,430 18,796 17,249
CoreFund Growth
Equity Fund Series 50,338 490,337 477,207
<CAPTION>
Number of Participants Cost Market
---------------------- ---- ------
<S> <C> <C> <C>
Loans from participants 33 169,357 169,357
</TABLE>
16
<PAGE>
CENTOCOR
QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Purchases Sales
---------------------- ------------------------------------------------
Shares or Shares or Net
Description of Assets Par Value Cost Par Value Proceeds Cost Gain / (Loss
- - --------------------- --------- ---- --------- -------- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Centocor Common Stock 9,977 $130,742 1,062 $13,275 $15,454 ($2,179)
CoreFund Treasury
Reserve Fund A 540,396 540,395 760,416 760,416 760,416 -
CoreFund Intermediate
Bond Fund A 22,306 218,032 42,102 411,291 421,862 (10,571)
CoreFund Equity Index
Fund Series A 44,450 940,233 33,874 728,753 540,742 188,011
CoreFund International
Growth Fund Series A 1,439 18,923 9 121 127 (6)
CoreFund Growth
Equity Fund Series A 54,869 535,301 4,531 43,322 44,964 (1,642)
CoreFund Liquidity Fund 1,622,682 1,622,682 1,655,107 1,655,107 1,655,107 -
</TABLE>
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Board
of Directors has duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
CENTOCOR QUALIFIED SAVINGS
AND RETIREMENT PLAN
June 2, 1995 By:/s/David P. Holveck
-------------------
David P. Holveck
President and Chief Executive Officer
<PAGE>
Exhibit 23
Consent of Independent Auditors
The Board of Directors
Centocor, Inc.:
We consent to incorporation by reference in Registration Statement Nos. 33-00167
and 33-16285 on Form S-8 of Centocor, Inc. of our report dated June 2, 1995,
relating to the statements of net assets available for plan benefits of the
Centocor Qualified Savings and Retirement Plan as of December 31, 1994 and 1993,
and the related statements of changes in net assets available for plan benefits
for each of the years in the three-year period ended December 31, 1994 and
related schedules, which report appears in the December 31, 1994 annual report
on Form 11-K of the Centocor Qualified Savings and Retirement Plan.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 26, 1995
