<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, 1996
-----------------
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, 1996 and 1995
Page 5 Statements of Changes in Net Assets Available for Plan Benefits for
the years ended December 31, 1996, 1995 and 1994
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, 1996 and 1995, 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, 1996. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for plan benefits of the
Centocor Qualified Savings and Retirement Plan at December 31, 1996 and 1995
and the changes in net assets available for plan benefits for each of the
years in the three-year period ended December 31, 1996, 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 4, 1997
3
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
--------------------------------------
1996 1995
---- ----
<S> <C> <C>
Assets:
Corestates Money Market Funds and Cash $19,084 $66,553
Investments (Notes 3 and 9):
Centocor, Inc. Common Stock 4,385,274 4,684,664
CoreFund Treasury Reserve Series A 958,949 974,245
CoreFund Intermediate Bond Fund Series A 1,146,541 1,126,224
CoreFund Equity Index Fund Series A 6,815,384 4,975,540
CoreFund International Growth Fund Series A 650,973 381,655
CoreFund Growth Equity Fund Series A 2,395,407 1,285,902
Twentieth Century Vista Fund 486,977 -
--------------- --------------
16,839,505 13,428,230
Interest and dividends receivable 54,795 45,609
Other assets:
Employer's contribution receivable (Note 2) 319,818 511,273
Loans receivable from participants 173,307 119,756
--------------- --------------
493,125 631,029
--------------- --------------
Total assets $17,406,509 $14,171,421
=============== ==============
Net assets available for Plan Benefits (Notes 2 and 9) $17,406,509 $14,171,421
=============== ==============
</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,
---------------------------------------------
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Additions:
Interest and other income $634,607 $424,163 $196,962
Net realized gains on sale of investments (Note 3) 1,182,855 57,260 173,613
Net unrealized appreciation of
investments (Notes 3 and 9) 922,405 3,485,055 326,454
Contributions (Note 2):
Employee 1,560,255 1,465,024 1,340,188
Employer 523,631 511,274 549,798
Other income (expense) 36,646 (22,338) (40,746)
------------- ------------- ------------
Total additions 4,860,399 5,920,438 2,546,269
Deductions (Note 2):
Benefits paid (1,554,006) (637,320) (1,325,833)
Loan repayments (advances) (70,012) 43,352 (80,319)
Administrative expenses (1,293) (1,305) (1,963)
------------- ------------- ------------
(1,625,311) (595,273) (1,408,115)
Net increase 3,235,088 5,325,165 1,138,154
Net assets available for Plan Benefits:
Beginning of year 14,171,421 8,846,256 7,708,102
------------- ------------- ------------
End of year $17,406,509 $14,171,421 $8,846,256
============= ============= ============
</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. (the
"Trustee") 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 the 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 seven 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 1996, 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. The Company's contribution is
based upon annual employee contributions up to a level of 6 percent of
their cash compensation. Additionally, in 1996, 1995 and 1994, the
Company committed to make a contribution equal to 1% of each employee's
compensation. At December 31, 1996, 9,415 shares of the Company's Common
Stock with a fair value of $33.9688 per share determined by the average
trade price for the last twenty days in December and $2.42 in cash was
due to the Plan from the Company for its 1996 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 programs. Investment income is
reinvested in the same programs.
7
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Participants may transfer all or a portion of their accounts among the
seven 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 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 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, 1996 and 1995 of $150,240 and
$354,293, 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.
8
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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, 1996 was as follows:
<TABLE>
<S> <C>
Centocor, Inc. Common Stock 409
CoreFund Treasury Reserve Series A 152
CoreFund Intermediate Bond Fund Series A 172
CoreFund Equity Index Fund Series A 369
CoreFund International Growth Fund Series A 148
CoreFund Growth Equity Fund Series A 289
Twentieth Century Vista Fund 131
</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. The Twentieth Century Vista Fund invests
primarily in equities of smaller companies.
Custody of the Plan's investments is maintained by the Trustee. Plan
investments at December 31, 1996 and 1995 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
------------------ ---------------- ---------- -----------
At December 31, 1996
--------------------
<S> <C> <C> <C>
Centocor, Inc. Common Stock 122,665 $2,014,233 $ 4,385,274
CoreFund Treasury Reserve Series A 958,949 958,949 958,949
CoreFund Intermediate Bond Fund Series A 116,282 1,153,285 1,146,541
CoreFund Equity Index Fund Series A 217,813 4,972,137 6,815,384
CoreFund International Growth Fund Series A 49,731 646,438 650,973
CoreFund Growth Equity Fund Series A 178,230 2,106,668 2,395,407
Twentieth Century Vista Fund 33,561 520,755 486,977
-----------
$16,839,505
===========
<CAPTION>
Name of Issuer
and Title of Issue Number of Shares Cost Fair Value
------------------ ---------------- ---------- -----------
At December 31, 1995
--------------------
<S> <C> <C> <C>
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
===========
</TABLE>
Net realized gains of $1,182,855 in 1996 resulted principally from sales
in the CoreFund Equity Index Fund, the CoreFund Growth Equity Fund and
shares of the Company's Common Stock.
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.
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, 1996, 1995 and 1994 was as
follows (see Note 9):
<TABLE>
<CAPTION>
CoreFund CoreFund CoreFund CoreFund Twentieth
Intermediate Equity International Growth Equity Century
Centocor, Inc. Bond Fund Index Fund Fund Fund Vista
Common Stock Series A Series A Series A Series A Fund Total
--------------- ---------- -------------- -------------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
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
Appreciation (depreciation) (31,359) (10,451) 933,573 (25,035) 89,455 (33,778) 922,405
---------- -------- ---------- -------- -------- --------- ----------
Balance at December 31, 1996 $2,371,041 $ (6,744) $1,843,247 $ 4,535 $288,739 $(33,778) $4,467,040
========== ======== ========== ======== ======== ========= ==========
</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 the 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 Form 5500
The Plan had not yet prepared its Form 5500 for the year ended 1996
as of the date of the audit report. The Plan has filed an extension
until September 15, 1997 to file its 1996 Form 5500.
11
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 7 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.
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 objective
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 8 Subsequent Events
Market Value of Investments
---------------------------
The market value per share of the Company's Common Stock at June 4,
1997 was $34.50 as compared to $35.75 at December 31, 1996.
Plan Amendments/Changes
-----------------------
Effective July 1, 1997, the Company will change its investment
administrator and trustee from Corestates, Bank, N.A. to The
Vanguard Group. As a result, new investments will be offered
effective July 1, 1997 and the record keeping for the plan will be
performed by The Vanguard Group. Contributions and vesting schedules
will remain the same, however, the plan will change from quarterly
valuation to daily valuation. These changes will provide additional
services and flexibility to the participants of the Plan.
12
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 9 Allocation of Plan Assets to Investment Programs
- -------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER-
TREASURY CENTOCOR BOND INDEX NATIONAL
RESERVE COMMON LOAN FUND FUND GROWTH
ASSETS SERIES A STOCK FUND SERIES A SERIES A SERIES A
------ ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS AND CASH $3,933 $6,827 $5,127 - $3 -
CENTOCOR INC. COMMON STOCK - 4,367,399 - - - -
COREFUND TREASURY RESERVE SERIES A 948,979 9,970 - - - -
COREFUND INTERMEDIATE BOND FUND SERIES A - - - 1,146,541 - -
COREFUND EQUITY INDEX FUND SERIES A - - - - 6,815,384 -
COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - - - 650,973
COREFUND GROWTH EQUITY FUND SERIES A - - - - - -
TWENTIETH CENTURY VISTA FUND - - - - - -
INTEREST AND DIVIDENDS RECEIVABLE - - - 5,742 28,490 18,389
EMPLOYER'S CONTRIBUTION RECEIVABLE - 319,818 - - - -
LOANS RECEIVABLE FROM PARTICIPANTS - - 173,307 - - -
---------------------------------------------------------------------------------
TOTAL ASSETS 952,912 $4,704,014 $178,434 $1,152,283 $6,843,877 $669,362
=================================================================================
<CAPTION>
-----------------------------------------------------------------
COREFUND COREFUND TWENTIETH
GROWTH CONTRIBUTION CENTURY
EQUITY /DISTRIBUTION VISTA
SERIES A ACCOUNT FUND TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS AND CASH $12 $3,181 $1 $19,084
CENTOCOR INC. COMMON STOCK - 17,875 - 4,385,274
COREFUND TREASURY RESERVE SERIES A - - - 958,949
COREFUND INTERMEDIATE BOND FUND SERIES A - - - 1,146,541
COREFUND EQUITY INDEX FUND SERIES A - - - 6,815,384
COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - 650,973
COREFUND GROWTH EQUITY FUND SERIES A 2,395,407 - - 2,395,407
TWENTIETH CENTURY VISTA FUND - - 486,977 486,977
INTEREST AND DIVIDENDS RECEIVABLE 2,174 - - 54,795
EMPLOYER'S CONTRIBUTION RECEIVABLE - - - 319,818
LOANS RECEIVABLE FROM PARTICIPANTS - - - 173,307
------------------------------------------------------------------
TOTAL ASSETS $2,397,593 $21,056 $486,978 $17,406,509
==================================================================
</TABLE>
13
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 9 Allocation of Plan Assets and Liabilities to Investment Programs
----------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1995
--------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER-
TREASURY CENTOCOR BOND INDEX NATIONAL
RESERVE COMMON LOAN FUND FUND GROWTH
ASSETS SERIES A STOCK FUND SERIES A SERIES A SERIES A
------ --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS
AND CASH $7,455 $11,187 $11,712 $3,839 $16,093 $2,792
CENTOCOR INC. COMMON STOCK - 4,669,226 - - - -
COREFUND TREASURY RESERVE SERIES A 974,245 - - - -
COREFUND INTERMEDIATE BOND
FUND SERIES A - - - 1,126,224 - -
COREFUND EQUITY INDEX FUND SERIES A - - - - 4,975,540 -
COREFUND INTERNATIONAL GROWTH FUND SERIES A - - - - - 381,655
COREFUND GROWTH EQUITY FUND SERIES A - - - - -
INTEREST AND DIVIDENDS RECEIVABLE - - - 10,759 24,839 8,337
EMPLOYER'S CONTRIBUTION RECEIVABLE 1,484 469,797 - 5,383 13,140 4,173
LOANS RECEIVABLE FROM PARTICIPANTS - - 119,756 - - -
--------------------------------------------------------------------------------
TOTAL ASSETS $983,184 $5,150,210 $131,468 $1,146,205 $5,029,612 $396,957
================================================================================
<CAPTION>
LIABILITIES AND PLAN EQUITY
---------------------------
<S> <C> <C> <C> <C> <C> <C>
NET INTERFUND INVESTMENT REDIRECTION $9,273 ($514,238) - ($111,030) $93,967 $83,281
--------------------------------------------------------------------------------
PLAN EQUITY 973,911 5,664,448 131,468 1,257,235 4,935,645 313,676
--------------------------------------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $983,184 $5,150,210 $131,468 $1,146,205 $5,029,612 $396,957
================================================================================
<CAPTION>
December 31, 1995
-----------------------------------------------------
COREFUND COREFUND
GROWTH CONTRIBUTION
EQUITY /DISTRIBUTION
SERIES A ACCOUNT TOTAL
-----------------------------------------------------
<S> <C> <C> <C>
CORESTATES MONEY MARKET FUNDS
AND CASH $10,577 $2,898 $66,553
CENTOCOR INC. COMMON STOCK - 15,438 4,684,664
COREFUND TREASURY RESERVE SERIES A 974,245
COREFUND INTERMEDIATE BOND
FUND SERIES A - - 1,126,224
COREFUND EQUITY INDEX FUND SERIES A - - 4,975,540
COREFUND INTERNATIONAL GROWTH FUND SERIES A - - 381,655
COREFUND GROWTH EQUITY FUND SERIES A 1,285,902 - 1,285,902
INTEREST AND DIVIDENDS RECEIVABLE 1,674 - 45,609
EMPLOYER'S CONTRIBUTION RECEIVABLE 17,296 - 511,273
LOANS RECEIVABLE FROM PARTICIPANTS - - 119,756
-----------------------------------------------------
TOTAL ASSETS $1,315,449 $18,336 $14,171,421
===================================================
<CAPTION>
LIABILITIES AND PLAN EQUITY
---------------------------
<S> <C> <C> <C>
NET INTERFUND INVESTMENT REDIRECTION $438,747 - -
---------------------------------------------------
PLAN EQUITY 876,702 18,336 14,171,421
---------------------------------------------------
TOTAL LIABILITIES AND PLAN EQUITY $1,315,449 $18,336 $14,171,421
===================================================
</TABLE>
14
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Note 10 Allocation of Plan Income and Changes in Plan Equity to Investment Programs
---------------------------------------------------------------------------
Year ended December 31, 1996
--------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER-
TREASURY CENTOCOR BOND INDEX NATIONAL
RESERVE COMMON LOAN FUND FUND GROWTH
SERIES A STOCK FUND SERIES A SERIES A SERIES A
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST & OTHER INCOME $46,540 $2,534 $8,135 $60,408 $159,992 $58,615
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS - 960,822 - (1,155) 157,366 18,727
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - (31,359) - (10,451) 933,573 (25,035)
CONTRIBUTIONS:
EMPLOYEE 85,287 247,196 - 92,157 533,457 112,261
EMPLOYER - 523,631 - - - -
OTHER INCOME (EXPENSE) - (32,487) - - - -
DEDUCTIONS:
BENEFITS PAID (99,571) (358,319) - (110,901) (646,210) (115,260)
LOAN REPAYMENTS/(ADVANCES) - - (70,012) - - -
ADMINISTRATIVE EXPENSES - - (1,293) - - -
NET INTERFUND INVESTMENT REDIRECTION (53,255) (2,272,452) 110,136 (135,010) 770,054 306,378
--------------------------------------------------------------------------------------
NET INCREASE (DECREASE) (20,999) (960,434) 46,966 (104,952) 1,908,232 355,686
PLAN EQUITY AT
BEGINNING OF PERIOD 973,911 5,664,448 131,468 1,257,235 4,935,645 313,676
--------------------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $952,912 $4,704,014 $178,434 $1,152,283 $6,843,877 $669,362
======================================================================================
<CAPTION>
Year ended December 31, 1996
------------------------------------------------------------------
COREFUND TWENTIETH
GROWTH COREFUND CENTURY
EQUITY CONTRIBUTION VISTA
SERIES A /DISTRIBUTION FUND TOTAL
------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST & OTHER INCOME $261,348 $641 $36,394 $634,607
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS 47,157 - (62) 1,182,855
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS 89,455 - (33,778) 922,405
CONTRIBUTIONS:
EMPLOYEE 346,090 - 143,807 1,560,255
EMPLOYER - - - 523,631
OTHER INCOME (EXPENSE) - 69,133 - 36,646
DEDUCTIONS:
BENEFITS PAID (212,073) - (11,672) (1,554,006)
LOAN REPAYMENTS/(ADVANCES) - - - (70,012)
ADMINISTRATIVE EXPENSES - - - (1,293)
NET INTERFUND INVESTMENT REDIRECTION 988,914 (67,054) 352,289 -
-----------------------------------------------------------------
NET INCREASE (DECREASE) 1,520,891 2,720 486,978 3,235,088
PLAN EQUITY AT
BEGINNING OF PERIOD 876,702 18,336 - 14,171,421
-----------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $2,397,593 $21,056 $486,978 $17,406,509
=================================================================
</TABLE>
15
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Note 10 Allocation of Plan Income and Changes in Plan Equity to Investment
------------------------------------------------------------------
Programs
---------
<TABLE>
<CAPTION>
Year ended December 31, 1995
-----------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER-
TREASURY CENTOCOR BOND INDEX NATIONAL
RESERVE COMMON LOAN FUND FUND GROWTH
SERIES A STOCK FUND SERIES A SERIES A SERIES A
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST & OTHER INCOME $49,704 $450 $14,275 $70,944 $236,371 $10,192
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS - 17,292 - (6,292) 37,093 423
UNREALIZED APPRECIATION
OF INVESTMENTS - 2,170,773 - 59,851 1,010,900 31,117
CONTRIBUTIONS:
EMPLOYEE 127,589 200,024 - 138,142 510,484 118,835
EMPLOYER 1,485 469,797 - 5,383 13,140 4,173
OTHER INCOME (EXPENSE) - 12,941 - - - -
DEDUCTIONS:
BENEFITS PAID (38,599) (169,136) 9,660 (65,418) (295,346) (3,044)
LOAN REPAYMENTS/(ADVANCES) - - 43,352 - - -
ADMINISTRATIVE EXPENSES - - (1,305) - - -
NET INTERFUND INVESTMENT REDIRECTION (26,846) 401,742 (46,120) 19,689 5,932 (59,783)
---------------------------------------------------------------------------
NET INCREASE (DECREASE) 113,333 3,103,883 19,862 222,299 1,518,574 101,913
PLAN EQUITY AT
BEGINNING OF PERIOD 860,578 2,560,565 111,606 1,034,936 3,417,071 211,763
---------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $973,911 $5,664,448 $131,468 $1,257,235 $4,935,645 $313,676
===========================================================================
<CAPTION>
-----------------------------------------------
COREFUND
GROWTH COREFUND
EQUITY CONTRIBUTION
SERIES A /DISTRIBUTION TOTAL
-----------------------------------------------
<S> <C> <C> <C>
INTEREST & OTHER INCOME $41,541 $686 $424,163
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS 8,744 - 57,260
UNREALIZED APPRECIATION
OF INVESTMENTS 212,414 - 3,485,055
CONTRIBUTIONS:
EMPLOYEE 369,950 - 1,465,024
EMPLOYER 17,296 - 511,274
OTHER INCOME (EXPENSE) - (3,279) (22,338)
DEDUCTIONS:
BENEFITS PAID (71,211) (4,226) (637,320)
LOAN REPAYMENTS/(ADVANCES) - - 43,352
ADMINISTRATIVE EXPENSES - - (1,305)
NET INTERFUND INVESTMENT REDIRECTION (300,510) 5,896 -
-----------------------------------------------
NET INCREASE (DECREASE) 278,224 (32,923) 5,325,165
PLAN EQUITY AT
BEGINNING OF PERIOD 598,478 51,259 8,846,256
-----------------------------------------------
PLAN EQUITY AT
END OF PERIOD $876,702 $18,336 $14,171,421
===============================================
</TABLE>
16
<PAGE>
CENTOCOR QUALIFIED SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Note 10 Allocation of Plan Income and Changes in Plan Equity to Investment Programs
---------------------------------------------------------------------------
Year ended December 31, 1994
---------------------------------------------------------------------------------------
COREFUND COREFUND
COREFUND INTERMEDIATE EQUITY INTER-
TREASURY CENTOCOR BOND INDEX NATIONAL
RESERVE COMMON LOAN FUND FUND GROWTH
SERIES A STOCK FUND SERIES A SERIES A SERIES A
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
INTEREST & OTHER INCOME $32,944 $239 $10,209 $57,853 $91,613 $927
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS - (2,179) - (10,571) 188,011 (6)
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS - 666,999 - (59,799) (266,069) (1,547)
CONTRIBUTIONS:
EMPLOYEE 105,291 187,101 - 150,442 436,173 19,772
EMPLOYER 4,503 511,668 - 5,144 7,773 10,032
OTHER INCOME (EXPENSE) - (83,794) - - - -
DEDUCTIONS:
BENEFITS PAID (219,865) (128,790) (23,213) (250,918) (698,638) -
TRANSFERS TO RELATED PARTY - - - - - -
LOAN REPAYMENTS/(ADVANCES) - - (80,319) - - -
ADMINISTRATIVE EXPENSES - - (1,963) - - -
NET INTERFUND INVESTMENT REDIRECTION 32,333 (226,611) 92,165 (183,455) (67,623) 182,585
---------------------------------------------------------------------------------------
NET INCREASE (DECREASE) (44,794) 924,633 (3,121) (291,304) (308,760) 211,763
PLAN EQUITY AT
BEGINNING OF PERIOD 905,372 1,635,932 114,727 1,326,240 3,725,831 -
---------------------------------------------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $860,578 $2,560,565 $111,606 $1,034,936 $3,417,071 $211,763
=======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Year ended December 31, 1994
--------------------------------------------------
COREFUND
GROWTH COREFUND
EQUITY CONTRIBUTION
SERIES A /DISTRIBUTION TOTAL
--------------------------------------------------
<S> <C> <C> <C>
INTEREST & OTHER INCOME $2,227 $950 $196,962
REALIZED GAINS (LOSSES) ON SALE OF
INVESTMENTS (1,642) - 173,613
UNREALIZED APPRECIATION
(DEPRECIATION) OF
INVESTMENTS (13,130) - 326,454
CONTRIBUTIONS:
EMPLOYEE 441,409 - 1,340,188
EMPLOYER 10,678 - 549,798
OTHER INCOME (EXPENSE) - 43,048 (40,746)
DEDUCTIONS:
BENEFITS PAID (11,670) 7,261 (1,325,833)
TRANSFERS TO RELATED PARTY - - -
LOAN REPAYMENTS/(ADVANCES) - - (80,319)
ADMINISTRATIVE EXPENSES - - (1,963)
NET INTERFUND INVESTMENT REDIRECTION 170,606 - -
------------------------------------------------
NET INCREASE (DECREASE) 598,478 51,259 1,138,154
PLAN EQUITY AT
BEGINNING OF PERIOD - - 7,708,102
------------------------------------------------
PLAN EQUITY AT
END OF PERIOD $598,478 $51,259 $8,846,256
================================================
</TABLE>
17
<PAGE>
CENTOCOR
QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Description of Assets: Number of Shares Cost Market
- ---------------------- ---------------- ---- ------
<S> <C> <C> <C>
Centocor Common Stock 122,665 $2,014,233 $4,385,274
CoreFund Treasury
Reserve Series A 958,949 958,949 958,949
CoreFund Intermediate
Bond Fund Series A 116,282 1,153,285 1,146,541
CoreFund Equity Index
Fund Series A 217,813 4,972,137 6,815,384
CoreFund International
Growth Fund Series A 49,731 646,438 650,973
CoreFund Growth
Equity Fund Series A 178,230 2,106,668 2,395,407
Twentieth Century Vista Fund 33,561 520,755 486,977
<CAPTION>
Number of Participants Cost Market
---------------------- ---- ------
<S> <C> <C> <C>
Loans from participants 33 $178,434 $178,434
</TABLE>
18
<PAGE>
CENTOCOR
QUALIFIED SAVINGS AND RETIREMENT PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
<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 33,951 $816,458 63,016 $2,045,311 $1,084,489 $960,822
CoreFund Treasury
Reserve Series A 266,980 266,980 282,276 282,276 282,276 -
CoreFund Intermediate
Bond Fund Series A 20,604 203,250 17,283 171,328 172,483 (1,155)
CoreFund Equity Index
Fund Series A 52,008 1,438,139 24,683 689,234 531,868 157,366
CoreFund International
Growth Fund Series A 40,243 548,834 19,847 273,208 254,481 18,727
CoreFund Growth
Equity Fund Series A 88,972 1,186,359 14,695 213,467 166,310 47,157
Twentieth Century Vista Fund 35,848 555,163 2,287 34,346 34,408 (62)
CoreFund Liquidity Fund 3,316,634 3,316,634 3,314,648 3,314,648 3,314,648 -
</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 4, 1997 By:/s/ David P. Holveck
--------------------
David P. Holveck
President and Chief Executive Officer
<PAGE>
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 4,
1997, relating to the statements of net assets available for plan benefits
of the Centocor Qualified Savings and Retirement Plan as of December 31,
1996 and 1995, 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, 1996, which report appears in the December 31, 1996 annual
report on Form 11-K of the Centocor Qualified Savings and Retirement Plan.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
June 4, 1997
