Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)1.
The financial statements are set forth under Item 8 of this Annual
Report on Form 10-K.
(a)2.
Financial Statement Schedules
Page in
Form 10-K
Schedule II - Valuation and Qualifying Accounts
118
Schedules not included have been omitted because they are not applicable or not
required or because the required information is set forth in the financial
statements or the notes thereto. Columns omitted from schedules filed have
been omitted because the information is not applicable.
Financial statements of fifty percent or less owned companies accounted for by
the equity method have been omitted because, considered individually or in the
aggregate, they do not constitute a significant subsidiary.
A complete copy of the Certificate of Incorporation as
amended and currently in effect. Incorporated by
reference to Exhibit 3(i) to the Company’s Quarterly
Report for the period ended June 30, 1995 on Form 10-Q;
Certificate of Amendment of Certificate of Incorporation
incorporated by reference to Exhibit 3 to the Company’s
Quarterly Report for the period ended June 30, 1997 on
Form 10-Q; Certificate of Amendment of Certificate of
Incorporation incorporated by reference to Exhibit 3(a)
to the Company’s Quarterly Report for the period ended
March 31, 1999 on Form 10-Q, File No. 1-6571.
3 (b)
A complete copy of the By-Laws as amended and currently
in effect. Incorporated by reference to Exhibit 4(2) to
the Company’s Registration Statement on Form S-3, File
No. 333-853; amendment to By-Laws effective September
22, 1998 incorporated by reference to Exhibit 4 to the
Company’s Quarterly Report for the period ended
September 30, 1998 on Form 10-Q; amendment to By-Laws
effective April 24, 2001 incorporated by reference to
Exhibit 4 to the Company’s Quarterly Report for the
period ended March 31, 2001 on Form 10-Q; amendment to
By-Laws effective December 3, 2001 incorporated by
reference to Exhibit 3(b) to the Company’s Annual Report
for 2001 on Form 10-K, File No. 1-6571.
4 (a)
Rights Agreement between the Company and the Bank of New
York dated June 24, 1997. Incorporated by reference to
Exhibit 1 to the Form 8-A filed by the Company on June
30, 1997, File No. 1-6571.
4 (b)
Form of Participation Rights Agreement between the
Company and the Chase Manhattan Bank (National
Association) as Trustee. Incorporated by reference to
Exhibit 4.6 to the Company’s Registration Statement on
Form S-4, Amendment No. 1, File No. 33-65107.
4 (c)(i)
Indenture, dated November 26, 2001, between the Company
and The Bank of New York as Trustee incorporated by
reference to Exhibit 4.1 to the Company’s 8-K filed
November 28, 2003, File No. 1-6571.
4 (c)(ii)
First Supplemental Indenture (including Form of Note),
dated November 26, 2003, incorporated by reference from
8-K filed November 28, 2003, File No. 1-6571.
Second Supplemental Indenture (including Form of Note), dated
November 26, 2003, incorporated by reference from 8-K filed
November 28, 2003, File No. 1-6571.
4 (c)(iv)
5.30% Global Senior Note, due 2013 (filed with this document).
4 (c)(v)
6.50% Global
Senior Note, due 2033 (filed with this document).
10 (a) (i)
The Company’s Executive Incentive Plan (as amended) and Trust
related thereto.* Plan incorporated by reference to Exhibit
10 to the Company’s Quarterly Report for the period ended
March 31, 1994 on Form 10-Q; Executive Incentive Plan as
Amended and Restated to October 1, 2000 incorporated by
reference to Exhibit 10(a) (i) to the Company’s Annual Report
for 2000 on Form 10-K, File No. 1-6571.
10 (a) (ii)
Trust Agreement* incorporated by reference to Exhibit 10(a) to
the Company’s Annual Report for 1988 on Form 10-K; amendment
to Trust Agreement incorporated by reference to Exhibit 10(b)
to the Company’s Quarterly Report for the period ended March
31, 1997 on Form 10-Q; Amended and Restated Defined
Contribution Trust incorporated by reference to Exhibit
10(a)(ii) to the Company’s Annual Report for 2000 on Form 10-K
, File No. 1-6571.
10 (b)
The Company’s 1992 Stock Incentive Plan (as amended).*
Incorporated by reference to Exhibit 10(d) to the Company’s
Annual Report for 1992 on Form 10-K, File No. 1-6571;
amendment of December 11, 1995 incorporated by reference to
Exhibit 10(d) to the Company’s Annual Report for 1995 on Form
10-K, File No. 1-6571; amendment of February 25, 2003
incorporated by reference to Exhibit 10(b) to the Company’s
Annual Report for 2002 on Form 10-K, File No. 1-6571.
10 (c)
The Company’s 1997 Stock Incentive Plan (as amended).*
Incorporated by reference to Exhibit 10 to the Company’s
Quarterly Report for the period ended September 30, 1997 on
Form 10-Q; Amendment to 1997 Stock Incentive Plan incorporated
by reference to Exhibit 10(a) to the Company’s Quarterly
Report for the period ended March 31, 1999 on Form 10-Q, File
No. 1-6571; amendment of February 25, 2003 incorporated by
reference to Exhibit 10(c) to the Company’s Annual Report for
2002 on Form 10-K, File No. 1-6571.
10 (d)
The Company’s 2002 Stock Incentive Plan.* Incorporated by
reference to the Company’s Proxy Statement for the annual
meeting of shareholders on April 23, 2002; amendment of
February 25, 2003 incorporated by reference to Exhibit 10(d)
to the Company’s Annual Report for 2002 on Form 10-K, File No.
1-6571.
Employment Agreement dated as of April 20, 2003 between Fred
Hassan and Schering-Plough Corporation, incorporated by
reference to Exhibit 99.2 to the Schering-Plough Corporation
8-K filed April 21, 2003, File No. 1-6571*
10 (e) (ii)
Employment Agreement dated as of May 12, 2003 between Carrie
Cox and Schering-Plough Corporation, incorporated by
reference to Exhibit 99.6 to the Schering-Plough Corporation
8-K filed May 13, 2003, File No. 1-6571*
10 (e) (iii)
Letter agreement dated November 4, 2003 between Robert
Bertolini and Schering-Plough Corporation (filed with this
document)*
10 (e) (iv)
Employment Agreement effective upon a change of control dated
as of November 17, 2003 between Robert Bertolini and
Schering-Plough Corporation (filed with this document)*
10 (e) (v)
Retirement Agreement between Richard Jay Kogan and
Schering-Plough Corporation, incorporated by reference to
Exhibit 99.2 to Form 8-K filed November 13, 2002, File No.
1-6571*
10 (e) (vi)
Employment agreement between the Company and Richard Jay
Kogan (as amended).* Incorporated by reference to Exhibit
10(e)(ii) to the Company’s Annual Report for 1989 on Form
10-K; first amendment incorporated by reference to Exhibit
10(b) to the Company’s Quarterly Report for the period ended
June 30, 1994 on Form 10-Q; second amendment incorporated by
reference to Exhibit 10(e)(ii) to the Company’s Annual Report
for 1994 on Form 10-K; third amendment incorporated by
reference to Exhibit 10(a) to the Company’s Quarterly Report
for the period ended September 30, 1995 on Form 10-Q; fourth
amendment incorporated by reference to Exhibit 10(b) to the
Company’s Quarterly Report for the period ended March 31,
1998 on Form 10-Q; fifth amendment incorporated by reference
to Exhibit 10(e)(ii) to the Company’s Annual Report for 1998
on Form 10-K; sixth amendment incorporated by reference to
Exhibit 10(a) to the Company’s Quarterly Report for the
period ended June 30, 2002 on Form 10-Q, File No. 1-6571.
Form of employment agreement between the Company and its
executive officers effective upon a change of control.*
Incorporated by reference to Exhibit 10(e)(iv) to the
Company’s Annual Report for 1994 on Form 10-K; Form of
amendment incorporated by reference to Exhibit 10(a) to the
Company’s Quarterly Report for the period ended September 30,
1999 on Form 10-Q; Forms of amendment effective January 1,
2002 incorporated by reference to Exhibits 10(e) (ii) (A) and
(B) to the Company’s Annual Report for 2001 on Form 10-K;
Form of employment agreement between the Company and its
executive officers effective upon a change of control
incorporating all prior amendments through January 1, 2002
and for new agreements effective beginning January 1, 2002,
incorporated by reference to Exhibit 10(e)(ii)(C) to the
Company’s Annual Report for 2001 on Form 10-K, File no.
1-6571.
10(e)(viii)
Supplement to employment agreement effective upon a change of
control (described in Exhibit 10(e)(vii) of this document
index) between the Company and Joseph C. Connors,
incorporated by reference to Exhibit 10(e)(vi) to the
Company’s Annual Report for 2001 on Form 10-K*, File No.
1-6571.
10 (e) (ix)
First amendment to supplement to employment agreement
effective upon a change of control (described in Exhibit
10(e)(viii) of this document index) dated as of December 16,
2003 between Joseph C. Connors and Schering-Plough
Corporation (filed with this document)*
10 (e) (x)
Supplement to employment agreement effective upon a change of
control (described in Exhibit 10(e)(vii) of this document
index) dated as of January 1, 2002 between Schering-Plough
Corporation and Raul Kohan (filed with this document)*
10(e)(xi)
Supplement to employment agreement effective upon a change of
control (described in Exhibit 10(e)(vii) of this document
index) between the Company and Jack Wyszomierski,
incorporated by reference to Exhibit 10(e)(vii) to the
Company’s Annual Report for 2001 on Form 10-K*, File No.
1-6571.
10(e)(xii)
Supplement to employment agreement effective upon a change of
control (described in Exhibit 10(e)(vii) of this document
index) between the Company and Richard W. Zahn, incorporated
by reference to Exhibit 10(e)(viii) to the Company’s Annual
Report for 2001 on Form 10-K*, File No. 1-6571.
Amended and Restated Directors Deferred Compensation Plan and
Trust related thereto.* Incorporated by reference to Exhibit
10(b) to the Company’s Quarterly Report for the period ended
September 30, 1999 on Form 10-Q; Trust Agreement incorporated by
reference to Exhibit 10(a) to the Company’s Annual Report for 1998
on Form 10-K; amendment to Trust Agreement incorporated by
reference to Exhibit 10(b) to the Company’s Quarterly Report for
the period ended March 31, 1997 on Form 10-Q; Amended and Restated
Defined Contribution Trust incorporated by reference to Exhibit
10(a)(ii) to the Company’s Annual Report for 2000 on Form 10-K,
File No. 1-6571.
10 (g)
Supplemental Executive Retirement Plan and Trust related thereto.*
Incorporated by reference to Exhibit 10(e) to the Company’s
Quarterly Report for the period ended March 31, 1998 on Form 10-Q;
Amendment incorporated by reference to Exhibit 10(a) to the
Company’s Quarterly Report for the period ended September 30, 1998
on Form 10-Q, Second Amendment to Supplemental Executive
Retirement Plan effective as of October 1, 2000; incorporated by
reference to Exhibit 10(g) to the Company’s Annual Report for 2000
on Form 10-K; Amended and Restated Trust Agreement incorporated
by reference to Exhibit 10(g) to the Company’s Annual Report for
1998 on Form 10-K, File No. 1-6571.
10 (h)
Amended and Restated Directors Stock Award Plan incorporated by
reference to Exhibit 10(h) to the Company’s Annual Report for 2002
on Form 10-K, File No. 1-6571.*
10 (i)
Deferred Compensation Plan.* Incorporated by reference to Exhibit
10(b) to the Company’s Quarterly Report for the period ended
September 30, 1995 on Form 10-Q; Deferred Compensation Plan as
Amended and Restated to October 1, 2000 incorporated by reference
to Exhibit 10(h) to the Company’s Annual Report for 2000 on Form
10-K , File No. 1-6571.
10 (j)
Amended and Restated Directors Deferred Stock Equivalency
Program.* Incorporated by reference to Exhibit 10(d) to the
Company’s Quarterly Report for the period ended September 30, 1999
on Form 10-Q, File No. 1-6571.
10 (k)
The Company’s Form of Split Dollar Agreement and related
Collateral Assignment between the Company and its Executive
Officers.* Incorporated by reference to Exhibit 10(l) to the
Company’s Annual Report for 1997 on Form 10-K; amendments
incorporated by reference to Exhibit 10(g) to the Company’s
Quarterly Report for the period ended March 31, 1998 on Form 10-Q,
File No. 1-6571.
The Company’s Retirement Benefits Equalization Plan, Second
Amendment effective as of October 1, 2000 incorporated by
reference to Exhibit 10(l) to the Company’s Annual Report for
2000 on Form 10-K.* Incorporated by reference to Exhibit 10(f)
to the Company’s Quarterly Report for the period ended March 31,
1998 on Form 10-Q; amendment incorporated by reference to Exhibit
10(b) to the Company’s Quarterly Report for the period ended
September 30, 1998 on Form 10-Q, File No. 1-6571.
10 (m)
Operations Management Team Incentive Plan (filed with this
document)*
10 (n)
Cash Long-Term Incentive Plan (filed with this document)*
10 (o)
Long-Term Performance Share Unit Incentive Plan (filed with this
document)*
10 (p)
Transformational Performance Contingent Shares Program (filed
with this document)*
10 (q)
Cholesterol Governance Agreement, dated as of May 22, 2000, by
and among the Company, Merck & Co., Inc. and the other parties
signatory thereto. Incorporated by reference to Exhibit 99.2 to
the Company’s Current Report on Form 8-K dated October 21,
2002.**
10 (r)
First Amendment to the Cholesterol Governance Agreement, dated as
of December 18, 2001, by and among the Company, Merck & Co., Inc.
and the other parties signatory thereto. Incorporated by
reference to Exhibit 99.3 to the Company’s Current Report on Form
8-K dated October 21, 2002.**
10 (s)
Master Agreement, dated as of December 18, 2001, by and among the
Company, Merck & Co., Inc. and the other parties signatory
thereto. Incorporated by reference to Exhibit 99.4 to the
Company’s Current Report on Form 8-K dated October 21, 2002.**
10 (t).1
Consent Decree of Permanent Injunction, dated May 16, 2002, by
and among the Company and the other parties thereto.
Incorporated by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K dated May 20, 2002.
10 (t).2
Letter Agreement dated April 14, 2003 relating to Consent Decree
incorporated by reference to Exhibit 99.3 to the Company’s
Quarterly Report for the period ended March 31, 2003 on Form
10-Q, File No. 1-6571.
Distribution agreement between the Company and Centocor, Inc., dated
April 3, 1998.***
12
Computation of Ratio of Earnings to Fixed Charges (filed with
this document).
14
Code of Ethics for Senior Financial Executives (filed with this
document).
21
Subsidiaries of the registrant (filed with this document).
23
Consent of Deloitte & Touche LLP (filed with this document).
24
Power of attorney (filed with this document).
31.1
Sarbanes-Oxley Act of 2002, Section 302 Certification for
Chairman of the Board, Chief Executive Officer and President
(filed with this document).
31.2
Sarbanes-Oxley Act of 2002, Section 302 Certification for
Executive Vice President and Chief Financial Officer (filed with
this document).
32.1
Sarbanes-Oxley Act of 2002, Section 906 Certification for
Chairman of the Board, Chief Executive Officer and President
(filed with this document).
32.2
Sarbanes-Oxley Act of 2002, Section 906 Certification for
Executive Vice President and Chief Financial Officer (filed with
this document).
*Compensatory plan, contract or arrangement.
** Note that information is omitted from Exhibits 10 (q), 10 (r) and 10 (s)
pursuant to a request for confidential treatment and is filed separately with
the Securities and Exchange Commission pursuant to rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
*** Note
that information is omitted from Exhibit 10(u) pursuant to a
request for confidential treatment and filed separately with the
Securities and Exchange Commission pursuant to Rule 24b-2 under
the Securities Exchange Act of 1934, as amended.
All other exhibits are not applicable. Copies of above exhibits will be
furnished upon request.
During the three-month period ended December 31, 2003, the Company filed (or
furnished) eleven current reports on Form 8-K:
1.
Report on Form 8-K, filed October 10, 2003, under Item 5 - Other
Events and Regulation FD Disclosure, Item 7 - Financial Statements and
Exhibits and Item 9 - Regulation FD Disclosure.
2.
Report on Form 8-K, filed October 22, 2003, under Item 5 - Other
Events and Regulation FD Disclosure, Item 7 - Financial Statements and
Exhibits and Item 12 - Results of Operations and Financial Condition.
3.
Report on Form 8-K, filed October 24, 2003, under Item 5 - Other
Events and Regulation FD Disclosure and Item 7 - Financial Statements
and Exhibits.
4.
Report on Form 8-K, filed November 5, 2003, under Item 7 - Financial
Statements and Exhibits and Item 9 - Regulation FD Disclosure.
5.
Report on Form 8-K, filed November 12, 2003, under Item 5 - Other
Events and Regulation FD Disclosure and Item 7 - Financial Statements
and Exhibits.
6.
Report on Form 8-K/A, filed November 19, 2003, under Item 5 - Other
Events and Regulation FD Disclosure and Item 7 - Financial Statements
and Exhibits.
7.
Report on Form 8-K, filed November 21, 2003, under Item 5 - Other
Events and Regulation FD Disclosure and Item 7 - Financial Statements
and Exhibits.
8.
Report on Form 8-K, filed November 21, 2003, under Item 7 - Financial
Statements and Exhibits and Item 9 - Regulation FD Disclosure.
9.
Report on Form 8-K, filed November 24, 2003, under Item 5 - Other
Events and Regulation FD Disclosure and Item 7 - Financial Statements
and Exhibits.
10.
Report on Form 8-K, filed November 28, 2003, under Item 5 - Other
Events and Regulation FD Disclosure and Item 7 - Financial Statements
and Exhibits.
11.
Report on Form 8-K, filed December 18, 2003, under Item 5 - Other
Events and Regulation FD Disclosure, Item 7 - Financial Statements and
Exhibits and Item 9 – Regulation FD Disclosure.
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