<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, 1995
-----------------
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, 1995 and 1994
Page 5 Statements of Changes in Net Assets Available for Plan Benefits for
the years ended December 31, 1995, 1994 and 1993
Pages 6-17 Notes to Financial Statements
Page 18 Item 27a - Schedule of Assets Held For Investment Purposes
Page 19 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, 1995 and 1994, 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, 1995. 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 plan benefits of the
Centocor Qualified Savings and Retirement Plan at December 31, 1995 and 1994 and
the changes in net assets available for plan benefits for each of the years in
the three-year period ended December 31, 1995, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes and schedule of reportable transactions are presented
for the purpose of additional analysis and are not a required part of the basic
financial statements but are supplemental information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
KPMG Peat Marwick LLP
Philadelphia, PA
June 7, 1996
3
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
-------------------------------------
1995 1994
---- ----
<S> <C> <C>
Assets:
Corestates Money Market Funds and Cash $66,553 $53,017
Investments (Note 3):
Centocor, Inc. Common Stock (Note 9) 4,684,664 2,166,385
CoreFund Treasury Reserve Series A 974,245 862,782
CoreFund Intermediate Bond Fund Series A 1,126,224 1,073,447
CoreFund Equity Index Fund Series A 4,975,540 3,410,761
CoreFund International Growth Fund Series A 381,655 17,249
CoreFund Growth Equity Fund Series A 1,285,902 477,207
-------------- -------------
13,428,230 8,007,831
Interest and dividends receivable 45,609 29,304
Other assets:
Employer's contribution receivable (Note 2) 511,273 549,798
Employee contribution receivable - 42,392
Loans receivable from participants 119,756 169,357
-------------- -------------
631,029 761,547
-------------- -------------
Total assets $14,171,421 $8,851,699
============== =============
Liabilities:
Other liabilities - 5,443
-------------- -------------
Net assets available for Plan Benefits (Notes 2 and 9) $14,171,421 $8,846,256
============== =============
</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,
----------------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Additions:
Interest and other income $424,163 $196,962 $53,700
Realized gains on sale of investments (Note 3) 57,260 173,613 161,356
Unrealized appreciation (depreciation)
of investments (Notes 3 and 9) 3,485,055 326,454 (600,656)
Contributions (Note 2):
Employee 1,465,024 1,340,188 1,664,213
Employer 511,274 549,798 378,987
Other expense (22,338) (40,746) -
------------- ------------- -------------
Total additions 5,920,438 2,546,269 1,657,600
Deductions (Note 2):
Benefits paid (637,320) (1,325,833) (3,229,524)
Transfers to related party (Note 6) - - (46,488)
Loan repayments (advances) 43,352 (80,319) (50,280)
Administrative expenses (1,305) (1,963) (2,632)
------------- ------------- -------------
(595,273) (1,408,115) (3,328,924)
Net increase (decrease) 5,325,165 1,138,154 (1,671,324)
Net assets available for Plan Benefits:
Beginning of year 8,846,256 7,708,102 9,379,426
------------- ------------- -------------
End of year $14,171,421 $8,846,256 $7,708,102
============= ============= =============
</TABLE>
See accompanying Notes to Financial Statements.
5
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 1 Summary of Significant Accounting Policies
Basis of Accounting
-------------------
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 underlying
securities. Centocor, Inc. (the "Company") common shares are carried
at market value which is determined by quoted market prices.
Accounting Estimates
--------------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions
and deductions during the reporting period. Actual results could
differ from estimates recorded.
Basis of Security Transactions
------------------------------
Security transactions are accounted for on the trade date.
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
6
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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.
Employee contributions are invested as directed by the employee in any
of the six investment programs 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 1995 and 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,
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 1995 and 1994, the Company committed to
make a contribution equal to 1% of each employee's compensation. At
December 31, 1995, 22,712 shares of the Company's Common Stock with a
fair value of $20.6844 per share determined by the average trade price
for the last twenty days in December and $41,476 in cash was due to
the Plan from the Company for its 1995 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,
7
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
dividends, other income, and gains or losses earned by each of the
investment programs. Investment income is reinvested in the same
programs.
Participants may transfer all or a portion of their accounts among the
six investment programs 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
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, 1995 and 1994 of $354,293 and
$128,304, 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
8
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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.
Note 3 Investments
-----------
The number of employees participating in the investment programs at
December 31, 1995 was as follows:
<TABLE>
<CAPTION>
<S> <C>
Centocor, Inc. Common Stock 390
CoreFund Treasury Reserve Series A 170
CoreFund Intermediate Bond Fund Series A 203
CoreFund Equity Index Fund Series A 351
CoreFund International Growth Fund Series A 120
CoreFund Growth Equity Fund Series A 266
</TABLE>
The Centocor Common Stock program 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 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, 1995 and 1994
were as follows (see also Note 9):
9
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT 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, 1995
- --------------------
Centocor, Inc. Common Stock 151,730 $2,282,264 $ 4,684,664
CoreFund Treasury Reserve Series A 974,245 974,245 974,245
CoreFund Intermediate Bond Fund Series A 112,961 1,122,518 1,126,224
CoreFund Equity Index Fund Series A 190,488 4,065,866 4,975,540
CoreFund International Growth Fund Series A 29,335 352,085 381,655
CoreFund Growth Equity Fund Series A 103,953 1,086,619 1,285,902
-----------
$13,428,230
===========
Name of Issuer
and Title of Issue Number of Shares Cost Fair Value
- ------------------ ---------------- ---- ----------
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>
Net realized gains of $57,260 in 1995 resulted principally from sales in the
CoreFund Equity Index Fund and shares of the Company's Common Stock.
Net realized gains of $173,613 in 1994 resulted principally from sales in the
CoreFund Equity Index 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 Equity Index Fund offset by realized losses from the sale of shares of
the Company's Common Stock.
10
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
The net unrealized appreciation (depreciation) on investments as of
and for the years ended December 31, 1995, 1994 and 1993 was as
follows (see Note 9):
<TABLE>
<CAPTION>
CoreFund CoreFund CoreFund CoreFund
Intermediate Equity International Growth Equity
Centocor, Inc. Bond Fund Index Fund Fund Fund
Common Stock Series A Series A Series A Series A Total
--------------- --------- ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1992 $ (259,103) $ 41,450 $ 551,435 $ - $ - $ 333,782
Depreciation (176,269) (37,795) (386,592) - - (600,656)
---------- -------- ---------- ------- -------- ----------
Balance at December 31, 1993 (435,372) 3,655 164,843 - - (266,874)
Appreciation (depreciation) 666,999 (59,799) (266,069) (1,547) (13,130) 326,454
---------- -------- ---------- ------- -------- ----------
Balance at December 31, 1994 231,627 (56,144) (101,226) (1,547) (13,130) 59,580
Appreciation 2,170,773 59,851 1,010,900 31,117 212,414 3,485,055
---------- -------- ---------- ------- -------- ----------
Balance at December 31, 1995 $2,402,400 $ 3,707 $ 909,674 $29,570 $199,284 $3,544,635
========== ======== ========== ======= ======== ==========
</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 Federal regular income tax plus a 10 percent
Federal 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.
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.
11
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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, 1996 to file the Form
5500.
Note 8 Plan Amendments/Changes
-----------------------
During 1994, the plan added two new investment options. These
investment 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 diversity 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 at June 7,
1996 was $34.00 as compared to $30.87 at December 31, 1995.
Plan Amendments/Changes
-----------------------
During 1996, the plan added one new investment option. This investment
option is known as the Twentieth Century Vista Fund. The object of the
Twentieth Century Vista Fund is to seek capital growth over time by
investing in common stocks considered to have better-than-average
prospects for appreciation. This fund was added to further diversify
the investment vehicles offered by the Plan.
12
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 10 Allocation of Plan Assets and Liabilities to Investment Programs
----------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1995
----------------------------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER- COREFUND COREFUND
TREASURY CENTOCOR BOND INDEX NATIONAL GROWTH CONTRIBUTION
RESERVE COMMON LOAN FUND FUND GROWTH EQUITY /DISTRIBUTION
ASSETS SERIES A STOCK FUND SERIES A SERIES A SERIES A SERIES A ACCOUNT TOTAL
------ ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CORESTATES MONEY MARKET
FUNDS AND CASH $7,455 $11,187 $11,712 $3,839 $16,093 $2,792 $10,577 $2,898 $66,553
CENTOCOR INC. COMMON STOCK - 4,669,226 - - - - - 15,438 4,684,664
COREFUND TREASURY RESERVE
SERIES A 974,245 - - - - - - 974,245
COREFUND INTERMEDIATE BOND
FUND SERIES A - - - 1,126,224 - - - - 1,126,224
COREFUND EQUITY INDEX FUND
SERIES A - - - - 4,975,540 - - - 4,975,540
COREFUND INTERNATIONAL GROWTH
FUND SERIES A - - - - - 381,655 - - 381,655
COREFUND GROWTH EQUITY FUND
SERIES A - - - - - - 1,285,902 - 1,285,902
INTEREST AND DIVIDENDS
RECEIVABLE - - - 10,759 24,839 8,337 1,674 - 45,609
EMPLOYER'S CONTRIBUTION
RECEIVABLE 1,484 469,797 - 5,383 13,140 4,173 17,296 - 511,273
LOANS RECEIVABLE FROM
PARTICIPANTS - - 119,756 - - - - - 119,756
----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $983,184 $5,150,210 $131,468 $1,146,205 $5,029,612 $396,957 $1,315,449 $18,336 $14,171,421
==========================================================================================================
<CAPTION>
LIABILITIES AND
---------------
PLAN EQUITY
-----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET INTERFUND INVESTMENT
REDIRECTION $9,273 ($514,238) - ($111,030) $93,967 $83,281 $438,747 - -
----------------------------------------------------------------------------------------------------------
PLAN EQUITY 973,911 5,664,448 131,468 1,257,235 4,935,645 313,676 876,702 18,336 14,171,421
----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
PLAN EQUITY $983,184 $5,150,210 $131,468 $1,146,205 $5,029,612 $396,957 $1,315,449 $18,336 $14,171,421
==========================================================================================================
</TABLE>
13
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 10 Allocation of Plan Assets and Liabilities to Investment Programs
----------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1994
----------------------------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER- COREFUND COREFUND
TREASURY CENTOCOR BOND INDEX NATIONAL GROWTH CONTRIBUTION
RESERVE COMMON LOAN FUND FUND GROWTH EQUITY /DISTRIBUTION
ASSETS SERIES A STOCK FUND SERIES A SERIES A SERIES A SERIES A ACCOUNT TOTAL
------ ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CORESTATES MONEY
MARKET FUNDS
AND CASH $3,672 $203 $3,494 $144 $11 $20 $45,474 $53,017
CENTOCOR INC. COMMON STOCK - 2,160,600 - - - - - 5,785 2,166,385
COREFUND TREASURY RESERVE
SERIES A 862,782 - - - - 862,782
COREFUND INTERMEDIATE BOND
FUND SERIES A - - - 1,073,447 - - - - 1,073,447
COREFUND EQUITY INDEX FUND
SERIES A - - - - 3,410,761 - - - 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 - - - 5,720 22,524 58 1,002 - 29,304
EMPLOYER'S CONTRIBUTION
RECEIVABLE 4,503 511,668 - 5,144 7,773 10,032 10,678 - 549,798
EMPLOYEE CONTRIBUTION
RECEIVABLE 4,170 4,295 - 4,480 15,734 2,509 11,204 - 42,392
LOANS RECEIVABLE FROM
PARTICIPANTS - - 169,357 - - - - 169,357
---------------------------------------------------------------------------------------------------------
TOTAL ASSETS $875,127 $2,676,766 $172,851 $1,088,935 $3,456,802 $29,868 $500,091 $51,259 $8,851,699
=========================================================================================================
<CAPTION>
LIABILITIES AND PLAN
--------------------
EQUITY
------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
OTHER LIABILITIES - - $5,443 - - - - - $5,443
NET INTERFUND INVESTMENT
REDIRECTION 14,549 116,201 55,802 53,999 39,731 ($181,895) ($98,387) - -
---------------------------------------------------------------------------------------------------------
PLAN EQUITY 860,578 2,560,565 111,606 1,034,936 3,417,071 211,763 598,478 51,259 8,846,256
---------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND
PLAN EQUITY $875,127 $2,676,766 $172,851 $1,088,935 $3,456,802 $29,868 $500,091 $51,259 $8,851,699
=========================================================================================================
</TABLE>
14
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Note 11 Allocation of Plan Income and Changes in Plan Equity to Investment Programs
---------------------------------------------------------------------------
Year ended December 31, 1995
----------------------------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER- COREFUND
TREASURY CENTOCOR BOND INDEX NATIONAL GROWTH COREFUND
RESERVE COMMON LOAN FUND FUND GROWTH EQUITY CONTRIBUTION/
SERIES A STOCK FUND SERIES A SERIES A SERIES A SERIES A DISTRIBUTION TOTAL
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST & OTHER INCOME $49,704 $450 $14,275 $70,944 $236,371 $10,192 $41,541 $686 $424,163
REALIZED GAINS (LOSSES)
ON SALE OF INVESTMENTS - 17,292 - (6,292) 37,093 423 8,744 - 57,260
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - 2,170,773 - 59,851 1,010,900 31,117 212,414 - 3,485,055
CONTRIBUTIONS:
EMPLOYEE 127,589 200,024 - 138,142 510,484 118,835 369,950 - 1,465,024
EMPLOYER 1,485 469,797 - 5,383 13,140 4,173 17,296 - 511,274
OTHER INCOME (EXPENSE) - 12,941 - - - - - (35,279) (22,338)
DEDUCTIONS:
BENEFITS PAID (38,599) (169,136) 9,660 (65,418) (295,346) (3,044) (71,211) (4,226) (637,320)
LOAN REPAYMENTS/
(ADVANCES) - - 43,352 - - - - - 43,352
ADMINISTRATIVE
EXPENSES - - (1,305) - - - - - (1,305)
NET INTERFUND
INVESTMENT
REDIRECTION (26,846) 401,742 (46,120) 19,689 5,932 (59,783) (300,510) 5,896 -
----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) 113,333 3,103,883 19,862 222,299 1,518,574 101,913 278,224 (32,923) 5,325,165
----------------------------------------------------------------------------------------------------------
PLAN EQUITY AT
BEGINNING OF PERIOD 860,578 2,560,565 111,606 1,034,936 3,417,071 211,763 598,478 51,259 8,846,256
----------------------------------------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $973,911 $5,664,448 $131,468 $1,257,235 $4,935,645 $313,676 $876,702 $18,336 $14,171,421
==========================================================================================================
</TABLE>
15
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Note 11 Allocation of Plan Income and Changes in Plan Equity to Investment Programs
---------------------------------------------------------------------------
Year ended December 31, 1994
----------------------------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER- COREFUND
TREASURY CENTOCOR BOND INDEX NATIONAL GROWTH COREFUND
RESERVE COMMON LOAN FUND FUND GROWTH EQUITY CONTRIBUTION/
SERIES A STOCK FUND SERIES A SERIES A 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) (1,547) (13,130) - 326,454
CONTRIBUTIONS:
EMPLOYEE 105,291 187,101 - 150,442 436,173 19,772 441,409 - 1,340,188
EMPLOYER 4,503 511,668 - 5,144 7,773 10,032 10,678 - 549,798
OTHER INCOME (EXPENSE) - (83,794) - - - - - 43,048 (40,746)
DEDUCTIONS:
BENEFITS PAID (219,865) (128,790) (23,213) (250,918) (698,638) - (11,670) 7,261 (1,325,833)
LOAN REPAYMENTS/(ADVANCES) - - (80,319) - - - - - (80,319)
ADMINISTRATIVE EXPENSES - - (1,963) - - - - - (1,963)
NET INTERFUND INVESTMENT
REDIRECTION 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 1,326,240 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>
16
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Note 11 Allocation of Plan Income and Changes in Plan Equity to Investment Programs
---------------------------------------------------------------------------
Year ended December 31, 1993
-----------------------------------------------------------------------------------------------
COREFUND
COREFUND INTERMEDIATE EQUITY
TREASURY CENTOCOR BOND INDEX
RESERVE COMMON LOAN FUND FUND
SERIES A STOCK FUND SERIES A SERIES A 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 OF
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
- - - - - -
DEDUCTIONS:
BENEFITS PAID (609,587) (421,577) - (742,704) (1,455,656) (3,229,524)
TRANSFERS TO RELATED PARTY (17,629) 17,128 - - (45,987) (46,488)
LOAN ADVANCES - - (50,280) - - (50,280)
ADMINISTRATIVE EXPENSES - - (2,632) - - (2,632)
NET INTERFUND INVESTMENT
REDIRECTION (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>
17
<PAGE>
CENTOCOR
QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Description of Assets: Number of Shares Cost Market
- --------------------- ---------------- ---- ------
<S> <C> <C> <C>
Centocor Common Stock 151,730 $2,282,264 $4,684,664
CoreFund Treasury
Reserve Series A 974,245 974,245 974,245
CoreFund Intermediate
Bond Fund Series A 112,961 1,122,518 1,126,224
CoreFund Equity Index
Fund Series A 190,488 4,065,866 4,975,540
CoreFund International
Growth Fund Series A 29,335 352,085 381,655
CoreFund Growth
Equity Fund Series A 103,953 1,086,619 1,285,902
Number of Participants Cost Market
---------------------- ---- ------
Loans from participants 36 $119,756 $119,756
</TABLE>
18
<PAGE>
CENTOCOR
QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1995
<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 9,461 $136,168 18,167 $289,969 $272,677 $17,292
CoreFund Treasury
Reserve Series A 226,552 226,552 115,090 115,090 115,090 -
CoreFund Intermediate
Bond Fund Series A 30,279 295,859 30,431 296,641 302,933 (6,292)
CoreFund Equity Index
Fund Series A 38,384 918,471 17,501 401,685 364,592 37,093
CoreFund International
Growth Fund Series A 28,503 340,349 598 7,483 7,060 423
CoreFund Growth
Equity Fund Series A 61,321 673,403 7,706 85,866 77,122 8,744
CoreFund Liquidity Fund 1,258,000 1,258,000 1,250,345 1,250,345 1,250,345 -
</TABLE>
19
<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 7, 1996 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 7, 1996,
relating to the statements of net assets available for plan benefits of the
Centocor Qualified Savings and Retirement Plan as of December 31, 1995 and 1994,
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, 1995, which
report appears in the December 31, 1995 annual report on Form 11-K of the
Centocor Qualified Savings and Retirement Plan.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 19, 1996
