UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 Commission file number 1-6571 SCHERING-PLOUGH CORPORATION Incorporated in New Jersey 22-1918501 One Giralda Farms (I.R.S. Employer Identification No.) Madison, N.J. 07940-1000 (973) 822-7000 (telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. YES X NO Common Shares Outstanding as of June 30, 1998: 734,000,000 PART I. - FINANCIAL INFORMATION Item 1. Financial Statements <TABLE> SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (Amounts in millions, except per share figures) <CAPTION> Three Months Six Months Ended Ended June 30 June 30 1998 1997 1998 1997 <S> <C> <C> <C> <C> Sales . . . . . . . . . . . . . $2,124 $1,720 $4,032 $3,288 Costs and expenses: Cost of sales. . . . . . . . . 423 330 803 619 Selling, general and administrative. . . . . . 828 679 1,540 1,273 Research and development . . . 261 209 485 388 Other, net . . . . . . . . . . 9 8 5 17 1,521 1,226 2,833 2,297 Income before income taxes. . . 603 494 1,199 991 Income taxes. . . . . . . . . . 148 121 294 243 Net Income. . . . . . . . . . . $ 455 $ 373 $ 905 $ 748 Basic earnings per common share. . . . . . . . . . . . . $ .62 $ .51 $ 1.23 $ 1.02 Diluted earnings per common share . . . . . . . . . . . . $ .61 $ .50 $ 1.22 $ 1.01 Dividends per common share. . . $ .22 $ .19 $ .41 $ .355 <FN> See notes to consolidated financial statements. </TABLE>
<TABLE> SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Amounts in millions, except per share figures) <CAPTION> June 30, December 31, 1998 1997 <S> <C> <C> Assets Cash and cash equivalents . . . . . . . . $ 707 $ 714 Accounts receivable, net. . . . . . . . . 840 645 Inventories . . . . . . . . . . . . . . . 745 713 Prepaid expenses, deferred income taxes and other current assets . . . . . 988 848 Total current assets. . . . . . . . . 3,280 2,920 Property, plant and equipment . . . . . . 3,835 3,750 Less accumulated depreciation . . . . . . 1,297 1,224 Property, net . . . . . . . . . . . . 2,538 2,526 Intangible assets, net. . . . . . . . . . 524 481 Other assets. . . . . . . . . . . . . . . 623 580 $6,965 $6,507 Liabilities and Shareholders' Equity Accounts payable. . . . . . . . . . . . . $ 853 $ 803 Short-term borrowings and current portion of long-term debt. . . . . . . . 316 581 Other accrued liabilities . . . . . . . . 1,586 1,507 Total current liabilities . . . . . . 2,755 2,891 Long-term debt. . . . . . . . . . . . . . 46 46 Other long-term liabilities . . . . . . . 763 749 Shareholders' Equity: Preferred shares - $1 par value; issued - none. . . . . . . . . . . . . . - - Common shares - $1 par value; issued - 1,015 . . . . . . . . . . . . . 1,015 1,015 Paid-in capital . . . . . . . . . . . . . 195 96 Retained earnings . . . . . . . . . . . . 6,276 5,673 Accumulated other comprehensive income. . (273) (244) Total . . . . . . . . . . . . . . . . 7,213 6,540 Less treasury shares, at cost - 1998, 281 shares; 1997, 282 shares . . . 3,812 3,719 Total shareholders' equity. . . . . . 3,401 2,821 $6,965 $6,507 <FN> See notes to consolidated financial statements. </TABLE>
<TABLE> SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30 (UNAUDITED) (Amounts in millions) <CAPTION> 1998 1997 <S> <C> <C> Operating Activities: Net Income. . . . . . . . . . . . . . . . $ 905 $ 748 Depreciation and amortization . . . . . . 114 95 Accounts receivable . . . . . . . . . . . (223) (177) Inventories . . . . . . . . . . . . . . . (43) (19) Prepaid expenses and other assets . . . . (174) (114) Accounts payable and other liabilities . 262 187 Net cash provided by operating activities . . . . . . . . . . . . . . . 841 720 Investing Activities: Purchase of business, net of cash acquired . . . . . . . . . . . . . . . . - (315) Capital expenditures and purchased software . . . . . . . . . . . . . . . . (127) (134) Proceeds from sales of investments. . . . - 34 Purchases of investments. . . . . . . . . (69) (79) Other, net. . . . . . . . . . . . . . . . (2) (5) Net cash used for investing activities . . . . . . . . . . . . . . . (198) (499) Financing Activities: Dividends paid to common shareholders . . (302) (260) Common shares repurchased . . . . . . . . (85) (3) Short-term borrowings, net. . . . . . . . (256) 164 Other net . . . . . . . . . . . . . . . . (6) 43 Net cash used for financing activities . . . . . . . . . . . . . . . (649) (56) Effect of exchange rates on cash and cash equivalents. . . . . . . . . . . . . (1) (1) Net increase (decrease) in cash and cash equivalents. . . . . . . . . . . . . (7) 164 Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . 714 535 Cash and cash equivalents, end of period . $ 707 $ 699 <FN> See notes to consolidated financial statements. </TABLE> SCHERING-PLOUGH CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Dollars in millions, except per share figures) Basis of Presentation The unaudited financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for reporting on Form 10-Q. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The statements should be read in conjunction with the accounting policies and notes to consolidated financial statements included in the Company's 1997 Annual Report on Form 10-K. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the operations for the interim periods presented. Earnings Per Common Share The shares used for basic earnings per common share and diluted earnings per common share are reconciled as follows (number of shares in millions): Three Months Six Months Ended Ended June 30, June 30, 1998 1997 1998 1997 Average shares outstanding for basic earnings per share . . . . . 734 732 733 732 Dilutive effect of options and deferred stock units . . . . . . . 10 8 10 7 Average shares outstanding for diluted earnings per share . . . . 744 740 743 739 Comprehensive Income and Segments In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 130, "Reporting Comprehensive Income". Comprehensive income is defined as the total change in shareholders' equity during the period other than from transactions with shareholders. For the Company, comprehensive income is comprised of net income, the net change in the accumulated foreign currency translation adjustment account and the net change in unrealized gains and losses on securities classified for SFAS No. 115 purposes as held available for sale. Total comprehensive income for the three months ended June 30, 1998 and 1997 was $431 and $372, respectively. Total comprehensive income for the six months ended June 30, 1998 and 1997 was $876 and $710, respectively. In 1997, the FASB issued SFAS No. 131, "Disclosure About Segments of an Enterprise and Related Information." As required by the standard, the Company will begin reporting under SFAS No. 131 in its 1998 Annual Report. Inventories Inventories consisted of: June 30, December 31, 1998 1997 Finished products . . . . . . . $372 $334 Goods in process. . . . . . . . 187 191 Raw materials and supplies. . . 186 188 Total inventories . . . . . . $745 $713 Legal and Environmental Matters The Company is involved in various claims and legal proceedings of a nature considered normal to its business, including environmental matters and product liability cases. The recorded liabilities for these matters at June 30, 1998 were not material. Management believes that, except for the matters discussed in the following paragraph, it is remote that any material liability in excess of the amounts accrued will be incurred. The Company is a defendant in more than 160 antitrust actions commenced (starting in 1993) in state and federal courts by independent retail pharmacies, chain retail pharmacies and consumers. The plaintiffs allege price discrimination and/or conspiracy between the Company and other defendants to restrain trade by jointly refusing to sell prescription drugs at discounted prices to the plaintiffs. One of the federal cases is a class action on behalf of approximately two-thirds of all retail pharmacies in the United States and alleges a price-fixing conspiracy. The Company has agreed to settle the federal class action for a total of $22 payable over three years. The settlement provides, among other things, that the Company shall not refuse to grant discounts on brand-name prescription drugs to a retailer based solely on its status as a retailer and that, to the extent a retailer can demonstrate its ability to affect market share of a Company brand-name prescription drug in the same manner as a managed care organization with which the retailer competes, it will be entitled to negotiate similar incentives subject to the rights, obligations, exemptions and defenses of the Robinson-Patman Act and other laws and regulations. The United States District Court in Illinois approved the settlement of the federal class action on June 21, 1996. In June 1997, the Seventh Circuit Court of Appeals dismissed all appeals from that settlement, and it is not subject to further review. In addition, in August 1997, the Seventh Circuit ruled that there was sufficient evidence of participation in the alleged conspiracy by certain wholesalers to require them to proceed to trial. In May 1998, the Company settled six of the federal antitrust cases brought by 26 food and drug chain retailers and several independent retail stores. Plaintiffs in these cases comprise collectively approximately one-fifth of the prescription drug retail market. The settlement amounts were not material to the Company. Four of the state antitrust cases have been certified as class actions. Two are class actions on behalf of certain retail pharmacies in California and Wisconsin, and the other two are class actions in California and the District of Columbia, on behalf of consumers of prescription medicine. In addition, an action has been brought in Alabama purportedly on behalf of consumers in Alabama and several other states. Plaintiffs are seeking to maintain the action as a class action. The Company has settled the retailer class action in Wisconsin and the alleged class action in Minnesota and those settlements have been approved by their respective courts; the settlement amounts were not significant. The Company has also recently settled in principal the consumer cases in all of the states except Alabama and California. Court approval of those settlements is currently being sought; the settlement amounts are not material. Plaintiffs generally seek treble damages in an unspecified amount and an injunction against the allegedly unlawful conduct. The Company believes that all of the antitrust actions are without merit and is defending itself vigorously. In April 1997, certain of the plaintiffs in the federal class action commenced another purported class action in United States District Court in Illinois against the Company and the other defendants who settled the previous federal class action. The complaint alleges that the defendants conspired not to implement the settlement commitments following the settlement discussed above. The District Court has denied the plaintiffs' motion for a preliminary injunction hearing. The Company believes the action is without merit and is defending itself vigorously. On March 13, 1996, the Company was notified that the United States Federal Trade Commission (FTC) is investigating whether the Company, along with other pharmaceutical companies, conspired to fix prescription drug prices. The investigation is ongoing. The Company vigorously denies that it has engaged in any price- fixing conspiracy. The Company is a defendant in a state court action in Texas brought by Foxmeyer Health Corporation, the parent of a pharmaceutical wholesaler that filed for bankruptcy in August 1996, which has now been removed to Federal Bankruptcy Court in Dallas. The case is against another pharmaceutical wholesaler and 11 pharmaceutical companies, and alleges that the defendants conspired to drive the plaintiff's wholesaler subsidiary out of business. The plaintiff is seeking damages in the amount of $400. Motions for summary judgment are pending in the Delaware bankruptcy of the bankrupt wholesaler. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations - three and six months ended June 30, 1998 compared with the corresponding periods in 1997. Sales Consolidated sales for the second quarter advanced $404 million or 23 percent compared with the same period in 1997. For the six months, sales rose $744 million or 23 percent over 1997. Excluding the effect of foreign currency exchange rate fluctuations, consolidated sales grew 26 percent in the quarter and 25 percent for the six month period. Excluding the June 1997 acquisition of the worldwide animal health business of Mallinckrodt Inc., which contributed sales of $121 million in the quarter and $212 million in the first half of 1998, sales would have increased 16 percent in both periods. This performance reflects worldwide sales of the CLARITIN brand of $687 million and $1,124 million for the quarter and first half, respectively, compared with $536 million and $889 million for the corresponding periods in 1997. Domestic prescription pharmaceutical sales increased 25 percent for the 1998 second quarter and 26 percent for the six-month period. Sales of allergy/respiratory products increased 35 percent in the quarter and 31 percent for the first half, due to continued strong growth of the CLARITIN brand of nonsedating antihistamines. Franchise sales of nasal inhaled steroid products including VANCENASE allergy products and NASONEX a once-daily corticosteroid for allergic rhinitis, increased in the quarter and year-to-date due to market expansion and market share growth. Sales of VANCERIL asthma products advanced in both periods primarily reflecting market growth. U.S. sales of cardiovascular products rose 29 percent in the quarter and 32 percent for the six months reflecting market share gains for Imdur, a once-daily oral nitrate for angina and market growth for K-Dur, a sustained-release potassium supplement. Domestic sales of anti-infective and anticancer products decreased 22 percent in the quarter primarily due to lower sales of INTRON A, the Company's alpha interferon anticancer antiviral agent for malignant melanoma and hepatitis C, following heavy first quarter buying by the trade. For the six-month period sales of anti-infectives and anticancer products increased 13 percent primarily due to increased utilization of INTRON A. Sales of EULEXIN, a prostate cancer treatment, were also higher in both periods. U.S. sales of dermatological products increased 29 percent for the quarter and 32 percent for the six months, primarily due to higher sales of LOTRISONE, an antifungal/anti-inflammatory cream, and ELOCON, a mid-potency topical corticosteroid. International ethical pharmaceutical product sales increased 6 percent for the second quarter and 5 percent for the six-month period. Excluding the impact of foreign exchange rate fluctuations, sales would have risen 12 percent in both periods. Sales of allergy/respiratory products advanced 8 percent for the quarter and 11 percent for the first half, led by CLARITIN in most world markets. International dermatological product sales grew 10 percent in the quarter and 13 percent for the six-month period, led by ELOCON. Cardiovascular product sales grew 9 percent for the second quarter and 20 percent for the six months, led by higher sales of NITRO-DUR, a transdermal nitroglycerin patch for angina. International sales of anti-infectives and anticancer products increased 16 percent in the second quarter and 7 percent for the six months. The growth was attributable to higher sales of INTRON A in the quarter and six-month period. Worldwide sales of animal health products increased 234 percent in the quarter and 206 percent for the six months. On June 30, 1997, the Company completed the acquisition of the worldwide animal health business of Mallinckrodt, Inc., which contributed sales of $121 million in the quarter and $212 million for the first six months of 1998. Excluding Mallinckrodt, sales were essentially flat for the quarter and six month period. Sales of health care products increased 13 percent for the second quarter and 12 percent for the first six months of 1998. The higher sales were recorded in foot care products and suncare products for both periods, while sales of over-the-counter products increased slightly for the six-month period. Income before income taxes increased 22 percent for the quarter compared with 1997, and represented 28.4 percent of sales versus 28.7 percent last year. For the six months, income before taxes grew 21 percent over 1997, representing 29.7 percent of sales compared with 30.1 percent of last year. Cost of sales as a percentage of sales increased to 19.9 percent in the quarter from 19.2 percent in 1997, and for the first six months, the ratio increased to 19.9 percent from 18.8 percent in 1997 principally driven by the inclusion of Mallinckrodt products which have lower margins. Selling, general and administrative expenses represented 39.0 percent of sales in the second quarter compared with 39.5 percent last year. For the six-month period, the ratio was 38.2 percent versus 38.7 percent in 1997. The decreases in the ratios are the result of timing related spending for promotional and selling activities. Research and development spending rose 25 percent in the quarter, representing 12.3 percent of sales compared with 12.1 percent a year ago. For the six-month period, spending grew 25 percent, and represented 12.0 percent of sales versus 11.8 percent in 1997. The higher spending reflects the Company's funding of both internal research efforts and research collaborations with various partners to develop a steady flow of innovative products and line extensions. The effective tax rate was 24.5 percent in the three- and six- month periods of both 1998 and 1997. Basic earnings per common share advanced 22 percent in the second quarter to $.62 from $.51 in 1997. Diluted earnings per common share advanced 22 percent to $.61 from $.50 for the same period. For the six-month period, basic earnings per common share rose 21 percent to $1.23 from $1.02 in 1997, and diluted earnings per common share rose 21 percent to $1.22 from $1.01 in 1997. Excluding the impact of fluctuations in foreign currency exchange rates, basic earnings per common share would have increased approximately 25 percent for the quarter and six-month periods and diluted earnings per common share would have increased approximately 26 percent for the quarter and approximately 25 percent for the six-month period. Additional Factors Influencing Operations In the United States, many of the Company's pharmaceutical products are subject to increasingly competitive pricing as managed care groups, institutions, government agencies and other buying groups seek price discounts. In most international markets, the Company operates in an environment of government- mandated cost containment programs. Several governments have placed restrictions on physician prescription levels and patient reimbursements, emphasized greater use of generic drugs and enacted across-the-board price cuts as methods of cost control. Since the Company is unable to predict the final form and timing of any future domestic and international governmental or other health care initiatives, their effect on operations and cash flows cannot be reasonably estimated. The market for pharmaceutical products is competitive. The Company's operations may be affected by technological advances of competitors, patents granted to competitors, new products of competitors, and generic competition as the Company's products mature. In addition, patent positions can be highly uncertain and an adverse result in a patent dispute can preclude commercialization of products or negatively affect sales of existing products. The effect on operations of competitive factors and patent disputes cannot be predicted. Uncertainties inherent in government regulatory approval processes, including among other things delays in approval of new products, may also affect the Company's operations. The effect on operations of regulatory approval processes cannot be predicted. The Company began implementing its plan to modify its computer systems to enable the proper processing of transactions relating to the Year 2000. The plan includes replacing and/or updating existing systems in order to avoid business interruption. The Company expects this project to be substantially completed by the end of 1998. The estimated cost of these modifications, incurred over the life of the project, is expected to be approximately $50 million. Liquidity and financial resources - six months ended June 30, 1998 Cash generated from operations continues to be the Company's major source of funds to finance working capital, additions to property, shareholder dividends and common share repurchases. Cash provided by operating activities was $841 million for the first six months of 1998. Cash was used to pay shareholder dividends of $302 million, reduce short-term borrowing by $256 million, fund capital expenditures and purchase software of $127 million, repurchase shares for $85 million and purchase investments for $69 million. In October 1997, the Board of Directors authorized the repurchase of $1 billion of the Company's common shares. As of June 30, 1998 this program was approximately nine percent complete. In April 1998, the Board of Directors increased the quarterly dividend by 16 percent to $.22 from $.19 per common share. The Company's liquidity and financial resources continue to be sufficient to meet its operating needs. Market Risk Disclosures As discussed in the 1997 Annual Report to Shareholders, the Company's exposure to market risk from changes in foreign currency exchange rates and interest rates, in general, is not material. Cautionary Statements for Forward Looking Information Management's discussion and analysis set forth above contains certain forward looking statements, including statements regarding the Company's financial position and results of operations. These forward looking statements are based on current expectations. Certain factors have been identified by the Company in Exhibit 99 of the Company's December 31, 1997, Form 10-K filed with the Securities and Exchange Commission, which could cause the Company's actual results to differ materially from expected and historical results. Exhibit 99 from the Form 10-K is incorporated by reference herein. PART II OTHER INFORMATION Item 1. Legal Proceedings Item 3, Legal Proceedings, of Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, is incorporated by reference. In May 1998, the Company settled six of the federal antitrust cases brought by 26 food and drug chain retailers and several independent retail stores. Plaintiffs in these cases comprise collectively approximately one-fifth of the prescription drug retail market. The settlement amounts were not material to the Company. The Great Atlantic and Pacific Tea Company, Inc. (A&P) was among the settling plaintiffs. The settlements of the state antitrust cases in Wisconsin and Minnesota have been approved by the respective courts. The Company has also recently settled in principal the state consumer cases in all of the states except Alabama and California. Court approval of those settlements is currently being sought. The settlement amounts were not material to the Company. Item 6. Exhibits and Reports on Form 8-K a) Exhibits - The following Exhibits are filed with this document: Exhibit Number Description 10(a) - Agreement between the Company and Rodolfo C. Bryce dated June 10, 1998. 27 - Financial Data Schedule 99 - Company Statement Relating to Forward Looking Information b) Reports on Form 8-K: No report has been filed during the six months ended June 30, 1998. SIGNATURE(S) Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Schering-Plough Corporation (Registrant) Date August 10, 1998 /s/Thomas H. Kelly Thomas H. Kelly Vice President and Controller WD2QTR.10Q - 4 - WD2QTR.10Q WD2QTR.10Q - 14 -