8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 24, 2005

SCHERING–PLOUGH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New Jersey	1-6571	22-1918501
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification Number)

2000 Galloping Hill Road
Kenilworth, NJ 07033
(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (908) 298-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

EX-99.2: SUPPLEMENTAL FINANCIAL DATA

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Schering-Plough today issued a press release titled “Schering-Plough Reports 2005 Third Quarter Financial Results” and provided additional supplemental financial data. The press release is furnished as Exhibit 99.1 to this 8-K. The supplemental financial data is furnished as Exhibit 99.2 to this 8-K.

ITEM 8.01 OTHER EVENTS.

Disclosure Notice for Forward Looking Statements

This 8-K, including each exhibit, the comments of Schering-Plough officers during our earnings teleconference / webcast on October 24, 2005 at 8:00 am (EDT) and other written reports and oral statements made from time to time by the company may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and are based on current expectations or forecasts of future events. You can identify these forward-looking statements by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” “will,” and other similar words and terms. In particular, forward-looking statements include statements relating to future actions, ability to access the capital markets, prospective products or product approvals, future performance or results of current and anticipated products, sales efforts, development programs, estimates of rebates, discounts and returns, expenses and programs to reduce expenses, the cost of and savings from reductions in work force, the outcome of contingencies such as litigation and investigations, growth strategy and financial results.

Any or all forward-looking statements here or in other publications may turn out to be wrong. There are no guarantees about Schering-Plough's financial and operational performance or the performance of Schering-Plough's stock. Schering-Plough does not assume the obligation to update any forward-looking statement. Many factors could cause actual results to differ from Schering-Plough's forward-looking statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. Although it is not possible to predict or identify all such factors, they may include the following:

• Cholesterol Franchise – The ability of Schering-Plough to generate profits and significant operating cash flow is directly and predominantly dependent upon the increasing profitability of Schering-Plough’s cholesterol franchise. As existing products lose patent protection, generic forms of some of the existing well-established cholesterol management products may be introduced. The Company cannot predict reasonably what effect the introduction of generic forms of cholesterol management products may have on VYTORIN and ZETIA.

• Other Major Products – Products such as CLARITIN, CLARINEX, INTRON A, PEG-INTRON, REBETOL Capsules, REMICADE, TEMODAR and NASONEX accounted for a material portion of Schering-Plough’s 2004 revenues. The impact on revenue could be

	significant if any major product was to be become subject to a problem such as the loss of its patent protection, OTC availability of Schering-Plough’s product or a competitive product (as has been disclosed for CLARITIN and its current and potential OTC competition) or the discovery of previously unknown side effects; there is increased competition with the introduction of new, more effective treatment or the generic availability of competitive products; or the product is discontinued for any reason.
•	Uncertain Pharmaceutical Product Development – Products that appear promising in development may fail to reach market for numerous reasons. They may be found to be ineffective or to have harmful side effects in clinical or pre-clinical testing, they may fail to receive the necessary regulatory approvals, they may turn out not to be economically feasible because of manufacturing costs or other factors or they may be precluded from commercialization by the proprietary rights of others.
•	Uncertain Regulatory and Approval Process – There are uncertainties in the regulatory and approval process in the U.S. and other countries, including delays in the approval of new products and new indications and uncertainties in the FDA approval process and uncertainties concerning regulatory decisions regarding labeling and other matters.
•	Post-Market Development – Once a product is approved and marketed, clinical trials of marketed products or post-marketing surveillance may raise efficacy or safety concerns. Whether or not scientifically justified, this new information could lead to recalls, withdrawals or adverse labeling of marketed products, which may negatively impact sales. Concerns of prescribers or patients relating to the safety or efficacy of Schering-Plough’s products, or other companies’ products or pharmaceutical products generally, may also negatively impact sales.
•	Limited Opportunities for Obtaining or Licensing Critical Late-stage Products – It may be challenging for Schering-Plough to acquire or license critical late-stage products because it competes for these opportunities against companies often with far greater financial resources than Schering-Plough.
•	Competitive Factors – Competitive developments that impact Schering-Plough include technological advances by, patents granted to, and new products developed by competitors and new and existing generic, prescription and/or OTC products that compete with products of Schering-Plough or the Merck/Schering-Plough Cholesterol Partnership.
•	Pricing Pressure – Schering-Plough faces increased pricing pressure in the U.S. and abroad from managed care organizations, institutions and government agencies and programs. In the U.S., consolidation among customers and trends toward managed care and health care costs containment may increase pricing pressures.
•	Government Action – U.S. legislative and regulatory action that may impact Schering-Plough include the Medicare Prescription Drug, Improvement and Modernization Act of 2003; possible other legislation or regulatory action affecting, among other things, pharmaceutical pricing and reimbursement, including Medicaid and Medicare; involuntary approval of prescription medicines for OTC use; and other health care reform initiatives and drug importation legislation. Legislation or regulations in markets outside the U.S. that may impact the company include those involving product pricing, reimbursement or access.

• Legal Proceedings – If there are unfavorable outcomes in government (local and federal, domestic and international) investigations, litigation about product pricing, product liability claims, patent and intellectual property disputes, antitrust matters, other litigation and environmental concerns, this could preclude commercialization of products, negatively affect the profitability of existing products, materially and adversely impact Schering-Plough’s financial condition and results of operations, or contain conditions that impact business operations, such as exclusion from government reimbursement programs.

• Consent Decree – Failure to meet current Good Manufacturing Practices established by the FDA and other governmental authorities can result in delays in the approval of products, release of products, seizure or recall of products, suspension or revocation of the authority necessary for the production and sale of products, fines and other civil or criminal sanctions. The resolution of manufacturing issues with the FDA discussed in Schering-Plough’s 10-Ks, 10-Qs and 8-Ks are subject to substantial risks and uncertainties. These risks and uncertainties, including the timing, scope and duration of a resolution of the manufacturing issues, will depend on the ability of Schering-Plough to assure the FDA of the quality and reliability of its manufacturing systems and controls, and the extent of remedial and prospective obligations undertaken by Schering-Plough.

• Patents – Patent positions can be highly uncertain and patent disputes are not unusual. An adverse result in a patent dispute can preclude commercialization of products or negatively impact sales of existing products or result in injunctive relief and payment of financial remedies. Certain foreign governments have indicated that compulsory licenses to patents may be granted in the case of national emergencies.

• Tax Laws – Schering-Plough may be impacted by changes in tax laws, including tax rate changes, new tax laws and revised tax law interpretations in domestic and foreign jurisdictions.

• Fluctuations in Buying Patterns – Net sales and quarterly growth comparisons may be affected by fluctuations in the buying patterns of major distributors, retail chains and other trade buyers, which may result from seasonality, pricing, wholesaler buying decisions or other factors.

• Changes in Accounting and Auditing Standards – Schering-Plough may be affected by accounting and audited standards promulgated by the American Institute of Certified Public Accountants, the Financial Accounting Standards Board, the SEC or the Public Company Accounting Oversight Board that would require a significant change to Schering-Plough’s accounting practices.

• Economic Factors – There are economic factors over which Schering-Plough has no control, including changes in inflation, interest rates and foreign currency exchange rates.

• Changes in Business and Political Positions – There may be changes to Schering-Plough’s business and political position if there is instability, disruption or destruction in a significant geographic region regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease. Additionally, Schering-Plough relies on third party relationships for its key products. Any time that third parties are involved, there may be

changes to the third parties that are outside the control of Schering-Plough that may impact Schering-Plough’s business position.

For further details and a discussion of these and other risks and uncertainties, see Schering-Plough’s past and future SEC reports and filings.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are furnished pursuant to Item 2.02 with this 8-K:

99.1 Press release dated October 24, 2005 titled “Schering-Plough Reports 2005 Third Quarter Financial Results” (furnished pursuant to Item 2.02)

99.2 Supplemental Financial Data (furnished pursuant to Item 2.02)

SIGNATURES

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 hereunto duly authorized.

Schering-Plough Corporation

By:   /s/ Douglas J. Gingerella

Douglas J. Gingerella

Vice President and Controller

Date: October 24, 2005

Exhibit Index

The following exhibits are furnished with this 8-K:

99.1 Press release dated October 24, 2005 titled “Schering-Plough Reports 2005 Third Quarter Financial Results” (furnished pursuant to Item 2.02)

99.2 Supplemental Financial Data (furnished pursuant to Item 2.02)

EX-99.1

Exhibit 99.1

FOR RELEASE: IMMEDIATELY	Media Contact:	Steve Galpin, Jr.
		(908) 298-7415
	Investor Contact:	Alex Kelly
		(908) 298-7436

SCHERING-PLOUGH REPORTS 2005 THIRD QUARTER FINANCIAL RESULTS
Company Announces Beginning of Turnaround Phase

KENILWORTH, N.J., Oct. 24, 2005 — “Today we are announcing a major milestone in the transformation of Schering-Plough — the beginning of the Turnaround phase,” said Fred Hassan, chairman and CEO of Schering-Plough Corporation (NYSE: SGP), in reporting financial results for the 2005 third quarter.

     “When I joined Schering-Plough in the spring of 2003, this was a company facing serious challenges requiring urgent stabilization and repair. Today, thanks to many bold actions on many fronts by our people around the world, Schering-Plough has halted a downward spiral of performance. We are now driving growth and steadily building strength.”

     For the 2005 third quarter, Schering-Plough reported net income available to common shareholders of $43 million or 3 cents per common share on a GAAP basis. The per-share results include a charge of 8 cents per share related to a previously announced R&D payment made to Centocor, Inc., and a favorable impact of 3 cents per share for a tax-related item.

     Hassan added: “With the results reported today, we have now registered our fourth consecutive quarter of strong sales growth and our third consecutive quarter of higher earnings, excluding special items. We will continue to work on driving growth coupled with financial discipline in order to transform Schering-Plough into a high-performance competitor for the long term.”

     The Turnaround phase is the third of five phases in the six- to eight-year Action Agenda announced by Hassan in April 2003, shortly after joining the company as chairman and CEO. The Turnaround phase, which starts now, is expected to run for 12 to 18 months and follows the Stabilize and Repair phases. Hassan noted that actions to strengthen Schering-Plough’s infrastructure, systems and business practices that were launched in the earlier phases will continue into the Turnaround phase.

     Hassan continued: “We achieved solid growth across a broad front in the recent quarter. In addition to our cholesterol franchise, seven of our top 10 prescription products recorded double-digit sales increases in the third quarter. We are building product development excellence and we are making steady progress in advancing our R&D pipeline. Our global supply chain is achieving improved operating efficiencies. We are completing our obligations under the FDA consent decree

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while working to put other issues from the past behind us. We are on the right track and delivering on our plans,” he said.

     Looking ahead, Hassan outlined the company’s objectives for the Turnaround phase.

     “Our first goal is to continue to deliver solid top-line sales growth, which, when supported by continuing overhead cost-containment and reinvestment, would drive bottom-line earnings growth for the long term,” he stated.

     “Our second goal is to set the foundation for the fourth phase in our Action Agenda — the Build the Base phase. During this phase, we will be focused on developing breadth and depth across the company — including in our pipeline and product portfolio.”

     Hassan noted that during the Turnaround phase, the company will also continue working to complete important actions initiated in the Stabilize and Repair phases, such as the FDA consent decree.

Highlights of Third Quarter 2005
Reviewing key accomplishments in the 2005 third quarter, Hassan cited the strong performance of the cholesterol franchise, managed in partnership with Merck & Co., Inc. and comprising VYTORIN (ezetimibe/simvastatin) and ZETIA (ezetimibe). As a franchise, the two products together have captured more than 13 percent of new prescriptions for the U.S. cholesterol management market (based on IMS). VYTORIN, which offers dual inhibition of both sources of LDL cholesterol, continues to gain share in the large and competitive U.S. cholesterol market. After just one year since launch, VYTORIN now ranks as the third-leading prescription product for treating patients with high cholesterol (based on new prescriptions). To date, physicians have written more than 6 million total prescriptions for VYTORIN in the United States. ZETIA is retaining its strength even as VYTORIN grows its market share.

     “We will continue to seek out opportunities and demonstrate the qualities that Schering-Plough can bring as a licensing and comarketing partner,” Hassan said. “These kinds of agreements are an important way for us to strengthen our competitive position and broaden our product pipeline,” he added, citing two recent examples. In August, the company announced it had exercised its rights to develop and commercialize CNTO 148 (golimumab) with Centocor, Inc. Golimumab is a fully human monoclonal antibody being developed as a therapy for the treatment of rheumatoid arthritis and other immune-mediated inflammatory diseases. Effective Sept. 1, Schering-Plough acquired exclusive U.S. development and commercialization rights to INTEGRILIN for acute coronary syndrome under a restructured agreement with Millennium Pharmaceuticals, Inc., as previously disclosed.

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     Turning to the FDA consent decree, he said Schering-Plough continues to make steady progress in fulfilling its obligations to the U.S. Food and Drug Administration. As of Sept. 30, the company has completed 197 of 212 significant steps and 27 of 30 validation actions without incurring any payments for missed deadlines. An important recent accomplishment was the completion of revalidation programs for bulk active pharmaceutical ingredients by Sept. 30, 2005, as required under the consent decree. The company is working toward its goal of completing the GMP Workplan and revalidation of finished drugs by Dec. 31, 2005. “While we have built an excellent record of meeting our consent decree commitments, we know our work is not yet done and challenges remain. We intend to meet those challenges,” he added, “in order to be in a position to request by May of 2007 to have the decree lifted. These efforts have further strengthened the company and better prepared us to meet the challenges of the future.”

     Hassan said Schering-Plough would continue to build its strength in global operations, with additional investments and expenditures in pharmaceutical development, IT systems, manufacturing, post-marketing studies and monitoring, and other areas. “We are investing for the long term,” Hassan added, “as we work to advance the Action Agenda and pursue our goals for the New Schering-Plough.”

Third Quarter 2005 Results
Schering-Plough reported net income available to common shareholders of $43 million in the 2005 third quarter or 3 cents per common share compared with net income available to common shareholders in the 2004 period of $14 million or 1 cent per share. Included in the 2005 results is a charge of $124 million, or 8 cents per share, related to an R&D payment for exercising rights to develop and commercialize CNTO 148 (golimumab). Also included in 2005 third quarter net income available to common shareholders is a favorable impact of 3 cents per share, or $42 million, related to a reduction in tax expense associated with a tax charge taken in the 2004 fourth quarter related to the American Jobs Creation Act based on additional guidance issued by the U.S. Treasury in August 2005.

     Third quarter 2005 net sales of $2.3 billion were 15 percent higher than the 2004 period. The sales increase was driven primarily by the growth of prescription pharmaceuticals, led by PEG-INTRON, REMICADE, TEMODAR and REBETOL. Contributing 5 percent to the sales increase was the U.S. sales contribution from the antibiotics AVELOX and CIPRO and other products under an agreement with Bayer that became effective in October 2004, and 1 percent from the impact of foreign exchange.

     The company noted that net sales under U.S. Generally Accepted Accounting Principles (GAAP) does not include sales of the cholesterol products marketed in partnership with Merck, as the company accounts for the cholesterol joint venture under the equity method as described below. Global

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cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled approximately $616 million in the 2005 third quarter, compared to net sales of $340 million in the comparable 2004 period. U.S. cholesterol joint venture net sales for the 2005 period totaled $506 million versus $298 million in 2004. It should be noted that VYTORIN was launched in the United States during the comparable 2004 period. VYTORIN has now been launched in more than 20 countries, and ZETIA in more than 60 countries. Overall, the company shares in approximately 50 percent of the profits of the joint venture with Merck, although there are different profit-sharing arrangements for the cholesterol products in countries around the world. Accordingly, including an adjustment of an assumed 50 percent of global cholesterol joint venture net sales (see note and table below), Schering-Plough’s adjusted net sales for the third quarter of 2005 would have totaled $2.6 billion, an increase of $444 million or 21 percent, as compared to $2.1 billion on a similar adjusted basis in the third quarter of 2004.

     The company utilizes the equity method of accounting for its cholesterol joint venture with Merck. Under the equity method, the company records its share of the income from operations (which includes milestones earned from Merck) in “Equity income from cholesterol joint venture.” “Equity income from cholesterol joint venture” for Schering-Plough totaled $215 million in the 2005 third quarter versus $95 million in the third quarter of 2004. The increase in equity income reflected the quarter’s strong sales performance for VYTORIN and ZETIA. The company noted that it incurs substantial costs, such as selling, general and administrative costs, that are not reflected in “Equity income from cholesterol joint venture” and are borne by the overall cost structure of Schering-Plough.

     On a reported basis, third quarter 2005 sales of Prescription Pharmaceuticals, which do not include sales of the cholesterol joint venture, totaled $1.8 billion, up 18 percent, including a favorable impact from foreign exchange of 1 percent and the sales contribution of AVELOX and CIPRO.

     Among prescription products recording significantly higher sales in the 2005 third quarter were REMICADE, up 26 percent to $237 million, and TEMODAR, up 25 percent to $152 million. REMICADE is a treatment for immune-mediated inflammatory disorders that Schering-Plough markets in countries outside the United States (excluding Japan and certain Far East markets) for rheumatoid arthritis, early rheumatoid arthritis, psoriatic arthritis, Crohn’s disease, plaque psoriasis and ankylosing spondylitis. REMICADE sales were higher primarily due to greater demand, expanded indications and continued market growth. Sales of TEMODAR, a treatment for certain types of brain tumors, grew due to increased utilization for treating newly diagnosed glioblastoma multiforme (GBM), which is the most prevalent form of brain cancer. This new indication was granted U.S. approval in March and European Commission approval in June. Also posting higher sales in the quarter was CAELYX, for

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the treatment of ovarian cancer, metastatic breast cancer and Kaposi’s sarcoma, up 17 percent to $46 million, largely as a result of increased use in treating ovarian and breast cancer.

     Sales for the company’s PEG-INTRON and REBETOL hepatitis C products rose in the 2005 third quarter, driven primarily by higher sales in Japan as a result of the December 2004 launch of the PEG-INTRON and REBETOL combination therapy. In Japan, PEG-INTRON has become the leading interferon therapy prescribed for the treatment of hepatitis C. Third quarter global sales of PEG-INTRON were up 40 percent to $185 million. U.S. sales of PEG-INTRON decreased 16 percent to $42 million in the third quarter, primarily reflecting a decline in the overall market as compared to the third quarter of 2004. Global sales of REBETOL were up 58 percent to $82 million in the 2005 third quarter.

     In the company’s prescription respiratory business, global NASONEX sales rose 11 percent to $170 million, with U.S. sales climbing 4 percent to $109 million and international sales climbing 26 percent to $61 million, as the product captured greater U.S. and international market share versus the 2004 period. Global CLARINEX sales in the third quarter of 2005 were $157 million, down 10 percent. In the United States, CLARINEX continued to experience reduced market share in a declining market. As a result, U.S. sales decreased 22 percent to $93 million. Sales of CLARINEX outside the United States rose 13 percent to $64 million in the third quarter due to market share gains. International sales of prescription CLARITIN rose 13 percent to $76 million in the third quarter.

     Third quarter 2005 Consumer Health Care sales decreased 2 percent to $235 million. The decline was largely due to lower sales of CLARITIN-D and other OTC products containing the decongestant pseudoephedrine (PSE), reflecting the beginning of the adverse impact of recent restrictions on retail sales of PSE-containing OTC products. Sales of OTC CLARITIN decreased $18 million, or 16 percent, to $92 million. Sales of sun care products increased sharply to total $21 million, benefiting from the successful launch of COPPERTONE CONTINUOUS SPRAY sun care products. Sales of foot care products were essentially unchanged at $85 million.

     Animal Health sales increased 14 percent to $209 million, reflecting higher sales of core products across most geographic areas, led by products serving the U.S. cattle market, and a favorable impact from foreign exchange of 1 percent.

     The company’s gross margin was 66.0 percent for the 2005 third quarter compared with 64.1 percent in the 2004 period, with the improvement primarily stemming from supply chain process improvements and a positive impact from foreign exchange, partly offset by higher royalties related to the Bayer products and the impact of the restructured agreement for INTEGRILIN, which became effective Sept. 1. The company’s gross margin is not impacted by results of operations of the cholesterol joint venture, as these results are reflected in equity income. Schering-Plough said its

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ongoing focus on operational excellence in all key functions continues to affect the overall cost structure of the company.

     Selling, general and administrative expenses rose 19 percent to $1.1 billion in the third quarter of 2005 versus the prior year, primarily reflecting the addition in the 2004 fourth quarter of Bayer sales representatives, increased selling expenses in Europe to support the continued launch of ZETIA and VYTORIN, and increased promotional spending, primarily for NASONEX and ASMANEX.

     Research and development spending for the 2005 third quarter totaled $566 million. Research and development for the third quarter of 2005 includes the $124 million R&D payment related to exercising the right to develop and commercialize golimumab with Centocor, Inc. The company expects R&D spending to continue to reflect the timing of clinical trials and the progression of the early-stage pipeline.

Recent Developments
The company also offered the following summary of recent significant developments, including:

• Received a positive opinion for NOXAFIL (posaconazole) Oral Suspension from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMEA) recommending approval of NOXAFIL for the treatment of certain serious invasive fungal infections in adult patients with refractory disease (failed prior therapy) or who are intolerant to other therapy. NOXAFIL was discovered and developed by Schering-Plough Research Institute. The CHMP recommendation of NOXAFIL serves as the basis for a European Commission approval. (Announced July 28)

• Reported nationwide availability of ASMANEX TWISTHALER 220 mcg (mometasone furoate inhalation powder), an inhaled corticosteroid approved by the FDA for the maintenance treatment of asthma for patients 12 years of age and older, in conjunction with announcing results of an asthma survey. ASMANEX was discovered and developed by Schering-Plough Research Institute. (Announced Oct. 12)

• Gained European Commission approval of REMICADE (infliximab) for the treatment of moderate to severe plaque psoriasis. Plaque psoriasis, the most common form of psoriasis, is a chronic, immune-mediated disease that can cause severe physical discomfort and have a significant impact on a person’s quality of life. The Commission approval results in Marketing Authorization with unified labeling valid in all EU-member states, including the current 25 member states as well as Iceland and Norway. (Announced Oct. 6)

• Exercised its rights to develop and commercialize CNTO 148 (golimumab) with Centocor, Inc., as discussed above. (Announced Aug. 16)

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• Gained exclusive U.S. marketing rights to INTEGRILIN under a restructured agreement, effective Sept. 1, 2005, with Millennium Pharmaceuticals, Inc., as discussed above. (Announced July 22)

• Received European Commission approval of revised dosing instructions allowing for a shorter, 24-week course of PEG-INTRON and REBETOL combination therapy among a subgroup of patients with chronic hepatitis C virus (HCV) genotype 1 infection and low viral load who achieved rapid virologic response. Approval of this shorter PEG-INTRON and REBETOL combination treatment regimen cuts by half the duration of therapy for a subset of hepatitis C patients with genotype 1 and low viral load. (Announced Oct. 5)

• Announced results of a head-to-head study comparing the scent and taste of NASONEX (mometasone furoate monohydrate) Nasal Spray, 50 mcg to Flonase® (fluticasone propionate) Nasal Spray. The data showed twice the number of patients preferred NASONEX, which is scent-free and alcohol-free, to Flonase when asked to consider the products’ attributes of scent/odor, immediate taste and after-taste. Efficacy was not measured. The study was published in Treatments in Respiratory Medicine. (Announced Sept. 6)

Third Quarter 2005 Conference Call and Webcast
Schering-Plough will conduct a conference call today at 8 a.m. (EDT) to review the 2005 third quarter results. To listen live to the call, dial 1-877-565-9664 or 1-706-634-5003. A replay of the call will be available starting at approximately 11 a.m. today through 5 p.m. on Oct. 28. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #8837183.

     A live audio webcast of the conference call also will be available by going to the Investor Relations section of the Schering-Plough corporate Web site, www.schering-plough.com, and clicking on the “Presentations/Webcasts” link. A replay of the webcast will be available starting at approximately 11 a.m. today through 5 p.m. on Nov. 24.

NOTE: Adjusted net sales, defined as net sales plus an assumed 50 percent of global cholesterol joint venture net sales, is a non-U.S. GAAP measure used by management in evaluating the performance of the company’s overall business. The company believes that this performance measure contributes to a more complete understanding by investors of the overall results of the company. The company provides this information to supplement the reader’s understanding of the importance to the company of its share of results from the operations of the cholesterol joint venture.

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     Net sales (excluding the cholesterol joint venture net sales) is required to be presented under U.S. GAAP. The cholesterol joint venture’s net sales are included as a component of income from operations in the calculation of the company’s “Equity income from cholesterol joint venture.”

DISCLOSURE NOTICE: The information in this press release includes certain “forward-looking” statements within the meaning of the Securities Litigation Reform Act of 1995, including statements relating to the company’s plans, its progress under the Action Agenda and anticipated timing regarding future performance of the Action Agenda, business prospects, anticipated growth, trends in performance, and the potential of certain products including VYTORIN and ZETIA. Forward-looking statements relate to expectations or forecasts of future events and not to historical information. Actual results may vary materially from the company’s forward-looking statements and there are no guarantees about the performance of Schering-Plough stock or Schering-Plough’s business. A number of risks and uncertainties could cause results to differ from forward-looking statements, including the market viability of the company’s (and the cholesterol joint venture’s) marketed and pipeline products; possible changes in business strategies and the ability to successfully implement those business strategies; general market and economic factors; regulations and legislation; label/use changes and concerns of prescribers or patients relating to Schering-Plough products, other companies’ products or pharmaceutical products generally; existing and new manufacturing issues that may arise; trade buying patterns; patent positions; litigation and investigations; and instability or destruction in a geographic area important to the company. For further details of these and other risks and uncertainties that may impact forward-looking statements, see Schering-Plough’s Securities and Exchange Commission filings, including the company’s 8-K being filed today. The company does not assume any obligation to update any forward-looking statement.

     Schering-Plough is a global science-based health care company with leading pharmaceutical products. Through internal research and collaborations with partners, Schering-Plough discovers, develops, manufactures and markets advanced drug therapies to meet important medical needs. Schering-Plough’s vision is to earn the trust of the physicians, patients and customers served by its more than 30,000 people around the world. The company is based in Kenilworth, N.J., and its Web site is www.schering-plough.com.

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SCHERING-PLOUGH CORPORATION

Report for the third quarter and nine months ended September 30 (unaudited):
(Amounts in millions, except percentages and per share figures)

	Third Quarter								Nine Months
	2005			2004			%		2005			2004			%
Net Sales	$	2,284		$	1,978			15	$	7,184		$	6,088			18
Cost of Sales		775			711			9		2,531			2,241			13
Selling, General and Administrative		1,064			892			19		3,261			2,785			17
Research and Development a/		566			378			50		1,391			1,201			16
Other, Net		—			34					9			112
Special Charges b/		6			26					292			138
Equity Income from Cholesterol Joint Venture		(215	)		(95	)				(605	)		(249	)
Income/(Loss) Before Income Taxes		88			32					305			(140	)
Income Tax Expense/(Benefit) c/		23			6					162			(28	)
Net Income/(Loss)	$	65		$	26				$	143		$	(112	)
Preferred Stock Dividends		22			12					65			12
Net Income/(Loss) Available to Common Shareholders	$	43		$	14				$	78		$	(124	)
Diluted Earnings/(Loss) per Common Share	$	0.03		$	0.01				$	0.05		$	(0.08	)
Average Common Shares Outstanding — Diluted.		1,487			1,475					1,483			1,472
Actual Number of Common Shares Outstanding at September 30		1,478			1,472					1,478			1,472

The Company noted that it incurs substantial costs related to the cholesterol joint venture, such as selling, general and administrative costs, that are not reflected in the “Equity income from cholesterol joint venture” and are borne by the overall cost structure of Schering-Plough.

a/ Research and development for the three and nine months ended September 30, 2005 includes an R&D payment of $124 million, before a tax benefit of $6 million, to Centocor, Inc. for the Company’s exercise of its right to develop and commercialize CNTO 148, a fully human monoclonal antibody being developed as a therapy for the treatment of rheumatoid arthritis and other immune-mediated inflammatory diseases. Research and development for the nine months ended September 30, 2004 includes an $80 million upfront payment in conjunction with the licensing from Toyama Chemical Company Ltd. of garenoxacin, a quinolone antibiotic in development.

b/ Special Charges for the first nine months of 2005 includes an addition of $250 million to the Company’s litigation reserves relating to the investigation by the U.S. Attorney’s Office for the District of Massachusetts into the Company’s marketing, sales, pricing and clinical trial practices, as well as previously disclosed investigations and litigation relating to the company’s practices regarding average wholesale price by the Department of Justice and certain states. Special Charges for the three months ended September 30, 2005 primarily related to the consolidation of the Company’s U.S. biotechnology organizations. Special Charges for the three months ended September 30, 2004 consisted primarily of employee termination costs. Special charges for the nine months ended September 30, 2004 included $111 million of employee termination costs and $27 million of asset impairment charges primarily related to the company’s anticipated exit from a small European research-and-development facility.

-more-

c/ Tax expense for the three and nine months ended September 30, 2005 primarily related to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses. The Company’s third quarter tax provision includes a benefit of approximately $42 million related to tax expense recorded in 2004 related to planned earnings repatriations under the American Jobs Creation Act (AJCA). This adjustment of tax expense associated with repatriation under the AJCA is the result of guidance issued by the U.S. Treasury in August 2005. It should be noted that in the fourth quarter ended December 31, 2004, the Company recorded the estimated impact of the intended repatriation of funds under the American Jobs Creation Act.

SCHERING-PLOUGH CORPORATION

Report for the period ended September 30 (unaudited):

Net Sales by Major Product:
(Dollars in Millions)	Third Quarter							Nine Months
	2005		2004		%			2005		2004		%
GLOBAL PHARMACEUTICALS	$	1,840	$	1,556		18		$	5,660	$	4,681		21
Remicade		237		188		26			691		535		29
PEG-Intron		185		132		40			537		425		26
Nasonex		170		153		11			552		449		23
Clarinex / Aerius		157		175		(10	)		507		530		(4	)
Temodar		152		121		25			428		309		38
Integrilin		86		94		(8	)		244		245		0
Rebetol		82		52		58			237		239		(1	)
Claritin Rx *		76		67		13			287		240		19
Intron A		72		81		(11	)		220		239		(8	)
Caelyx		46		39		17			135		109		24
Subutex		44		45		(1	)		148		136		9
Avelox		41		—					159		—
Cipro		41		—					114		—
Elocon		34		42		(19	)		113		127		(11	)
Other Pharmaceuticals		417		367		14			1,288		1,098		17
CONSUMER HEALTH CARE		235		239		(2	)		895		868		3
OTC		129		150		(14	)		453		456		(1	)
OTC Claritin		92		110		(16	)		340		344		(1	)
FOOT CARE		85		86		(2	)		258		252		3
SUN CARE		21		3					184		160		15
ANIMAL HEALTH		209		183		14			629		539		17
CONSOLIDATED NET SALES	$	2,284	$	1,978		15		$	7,184	$	6,088		18

* Includes international sales of Claritin Rx only. Canadian sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.

NOTE: Additional information about U.S. and international sales for specific products is available by calling the company or visiting the investor relations Web site at http://ir.schering-plough.com.

-4-

SCHERING-PLOUGH CORPORATION

Reconciliation of Non-U.S. GAAP Financial Measure
Adjusted net sales, defined as net sales plus an assumed 50 percent of global cholesterol joint venture net sales.

(Dollars in millions)	Three-Months Ended September 30 (unaudited)
	2005		2004
Net Sales, as reported	$	2,284	$	1,978
50 percent of cholesterol joint venture net sales a/		308		170
Adjusted net sales	$	2,592	$	2,148

(Dollars in millions)	Nine-Months Ended September 30 (unaudited)
	2005		2004
Net Sales, as reported	$	7,184	$	6,088
50 percent of cholesterol joint venture net sales a/		817		386
Adjusted net sales	$	8,001	$	6,474

a/ Total net sales of the cholesterol joint venture for the three months ended September 30, 2005 and 2004 were $616 million and $340 million, respectively. Total net sales of the cholesterol joint venture for the nine months ended September 30, 2005 and 2004 were $1.6 billion and $772 million, respectively.

NOTE: Adjusted net sales, defined as net sales plus an assumed 50 percent of global cholesterol joint venture net sales, is a non-U.S. GAAP measure used by management in evaluating the performance of the company’s overall business. The company believes that this performance measure contributes to a more complete understanding by investors of the overall results of the company. The company provides this information to supplement the reader’s understanding of the importance to the company of its share of results from the operations of the cholesterol joint venture. Net sales (excluding the cholesterol joint venture net sales) is required to be presented under U.S. GAAP. The cholesterol joint venture’s net sales are included as a component of income from operations in the calculation of the company’s “Equity income from cholesterol joint venture.” Net sales of the cholesterol joint venture do not include net sales of cholesterol products in non-joint venture territories.

# # #

EX-99.2

EXHIBIT 99.2

SCHERING-PLOUGH CORPORATION

STATEMENTS OF CONSOLIDATED OPERATIONS
(Dollars in Millions, except EPS)
(Unaudited)

	2005																	2004
	1st			2nd			6			3rd			9			4th		1st			2nd			6			3rd			9			4th						3rd Qtr.			9 Mos.
	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.	Year	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.			Year			vs			vs
	$			$			$			$			$			$	$	$			$			$			$			$			$			$			3rd Qtr.			9 Mos.
Net Sales		2,369			2,532			4,900			2,284			7,184					1,963			2,147			4,110			1,978			6,088			2,184			8,272			15	%		18	%
Cost of Sales		889			867			1,756			775			2,531					740			790			1,530			711			2,241			829			3,070			9	%		13	%
Gross Margin		1,480			1,665			3,144			1,509			4,653					1,223			1,357			2,580			1,267			3,847			1,355			5,202			19	%		21	%
Total SG&A		1,081			1,116			2,197			1,064			3,261					914			979			1,893			892			2,785			1,026			3,811			19	%		17	%
Research & Development 1/		384			442			825			566			1,391					372			451			824			378			1,201			406			1,607			50	%		16	%
Other, Net		17			(8	)		9			—			9					36			43			78			34			112			33			146
Special Charges 2/		27			259			286			6			292					70			42			112			26			138			15			153
Equity Income from Cholesterol Joint Venture		(220	)		(170	)		(389	)		(215	)		(605	)				(78	)		(77	)		(154	)		(95	)		(249	)		(98	)		(347	)
Income/(Loss) before Income Taxes		191			26			216			88			305					(91	)		(81	)		(173	)		32			(140	)		(27	)		(168	)
Income Tax Expense/(Benefit) 3/		64			74			138			23			162					(18	)		(16	)		(35	)		6			(28	)		807			779
Net Income/(Loss)		127			(48	)		78			65			143					(73	)		(65	)		(138	)		26			(112	)		(834	)		(947	)
Preferred Stock Dividends		22			22			43			22			65					—			—			—			12			12			22			34
Net Income/(Loss) Available to Common Shareholders		105			(70	)		35			43			78					(73	)		(65	)		(138	)		14			(124	)		(856	)		(981	)
Diluted Earnings/(Loss) per Common Share		0.07			(0.05	)		0.02			0.03			0.05					(0.05	)		(0.04	)		(0.09	)		0.01			(0.08	)		(0.58	)		(0.67	)
Avg. Shares Outstanding- Diluted		1,480			1,476			1,482			1,487			1,483					1,471			1,472			1,471			1,475			1,472			1,473			1,472
Actual Shares Outstanding		1,475			1,476			1,476			1,478			1,478					1,472			1,472			1,472			1,472			1,472			1,474			1,474
Ratios To Net Sales
Net Sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%				100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of Sales		37.5	%		34.2	%		35.8	%		34.0	%		35.2	%				37.7	%		36.8	%		37.2	%		35.9	%		36.8	%		37.9	%		37.1	%
Gross Margin		62.5	%		65.8	%		64.2	%		66.0	%		64.8	%				62.3	%		63.2	%		62.8	%		64.1	%		63.2	%		62.1	%		62.9	%
Total SG&A		45.6	%		44.1	%		44.8	%		46.6	%		45.4	%				46.6	%		45.6	%		46.1	%		45.1	%		45.7	%		47.0	%		46.1	%
Research & Development		16.2	%		17.4	%		16.8	%		24.8	%		19.4	%				19.0	%		21.0	%		20.0	%		19.1	%		19.7	%		18.6	%		19.4	%
Income/(Loss) Before Income Taxes		8.0	%		1.0	%		4.4	%		3.8	%		4.2	%				(4.6	%)		(3.8	%)		(4.2	%)		1.6	%		(2.3	%)		(1.3	%)		(2.0	%)
Income Taxes Expense/(Benefit)		2.7	%		2.9	%		2.8	%		1.0	%		2.2	%				(0.9	%)		(0.8	%)		(0.8	%)		0.3	%		(0.5	%)		37.0	%		9.4	%
Net Income/(Loss)		5.3	%		(1.9	%)		1.6	%		2.8	%		2.0	%				(3.7	%)		(3.0	%)		(3.4	%)		1.3	%		(1.8	%)		(38.2	%)		(11.4	%)

Note: The Company noted that it incurs substantial costs, such as selling, general and administrative costs, that are not reflected in the “Equity income from cholesterol joint venture” and are borne by the overall cost structure of Schering-Plough.

1/	Research and development for the three and nine months ended September 30, 2005 includes an R&D payment of $124 million, before a tax benefit of $6 million, to Centocor, Inc. for the Company’s exercise of its right to develop and commercialize CNTO 148, a fully human monoclonal antibody being developed as a therapy for the treatment of rheumatoid arthritis and other immune-mediated inflammatory diseases. Research and development in 2004 includes an $80 million upfront payment in conjunction with the licensing from Toyama Chemical Company Ltd. of garenoxacin, a quinolone antibiotic in development.
2/	Special Charges for the nine months ended September 30, 2005 includes an addition of $250 million to the Company’s litigation reserves relating to the investigation by the U.S. Attorney’s Office for the District of Massachusetts into the Company’s marketing, sales, pricing and clinical trial practices, as well as previously disclosed investigations and litigation relating to the company’s practices regarding average wholesale price by the Department of Justice and certain states. Special Charges for the three months ended September 30, 2005 primarily related to the consolidation of the Company’s U.S. biotechnology organizations. Special Charges for the twelve months ended December 31, 2004 included $119 million of employee termination costs, as well as $27 million of asset impairment charges and $7 million of closure costs primarily related to the aforementioned research-and-development facility.
3/	Tax expense during the third quarter and first nine months of 2005 primarily related to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses. The Company’s third quarter tax provision includes a benefit of approximately $42 million related to tax expense recorded in 2004 related to planned earnings repatriations under the American Jobs Creation Act (AJCA). This adjustment of tax expense associated with repatriation under the AJCA is the result of guidance issued by the U.S. Treasury in August 2005.
	In the fourth quarter ended December 31, 2004, the Company recorded the estimated impact of the intended repatriation of funds under the American Jobs Creation Act of 2004.

All figures rounded. Totals may not add due to rounding.

SCHERING-PLOUGH CORPORATION
CONSOLIDATED SALES
(Dollars in Millions)

	2005												2004
	1st		2nd		6		3rd		9		4th		1st		2nd		6		3rd		9		4th				3rd Qtr.			9 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$	$	$		$		$		$		$		$		$		3rd Qtr.			9 Mos.
Prescription Pharm:		1,846		1,975		3,820		1,840		5,660				1,481		1,644		3,125		1,556		4,681		1,737		6,417		18	%		21	%
U.S.		549		609		1,157		597		1,755				411		495		906		518		1,424		584		2,007		15	%		23	%
International		1,297		1,366		2,663		1,243		3,905				1,070		1,150		2,220		1,037		3,257		1,153		4,410		20	%		20	%
Consumer Health Care:		330		330		660		235		895				312		317		629		239		868		217		1,085		(2	%)		3	%
OTC:		162		162		324		129		453				157		150		306		150		456		121		578		(14	%)		(1	%)
OTC Claritin *		116		133		248		92		340				117		117		234		110		344		75		419		(16	%)		(1	%)
Other OTC		46		29		76		37		113				40		32		72		41		112		46		159		(9	%)		0	%
Foot Care:		84		89		173		85		258				76		89		166		86		252		79		331		(2	%)		3	%
Sun Care:		84		79		163		21		184				79		78		157		3		160		17		176					15	%
Animal Health:		193		227		420		209		629				170		186		356		183		539		230		770		14	%		17	%
U.S.		44		54		98		68		166				41		36		77		56		133		61		194		21	%		25	%
International		149		173		322		141		463				129		150		279		127		406		169		575		11	%		14	%
Total Consolidated:		2,369		2,532		4,900		2,284		7,184				1,963		2,147		4,110		1,978		6,088		2,184		8,272		15	%		18	%
U.S.		897		970		1,866		886		2,752				738		827		1,565		800		2,365		854		3,219		11	%		16	%
International		1,472		1,562		3,034		1,398		4,432				1,225		1,320		2,545		1,178		3,723		1,330		5,053		19	%		19	%

* Includes net sales of Claritin in Canada.

     All figures rounded. Totals may not add due to rounding.

SCHERING-PLOUGH CORPORATION
PRESCRIPTION PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	Global Prescription Pharm							U.S.							International
	2005		2004					2005		2004					2005		2004
	3rd		3rd		3rd Qtr.			3rd		3rd		3rd Qtr.			3rd		3rd		3rd Qtr.
	Qtr.		Qtr.		vs			Qtr.		Qtr.		vs			Qtr.		Qtr.		vs
	$		$		3rd Qtr.			$		$		3rd Qtr.			$		$		3rd Qtr.
Prescription Pharm:		1,840		1,556		18	%		597		518		15	%		1,243		1,037		20	%
Remicade		237		188		26	%		—		—		—			237		188		26	%
PEG-Intron		185		132		40	%		42		49		(16	%)		143		83		74	%
Nasonex		170		153		11	%		109		104		4	%		61		48		26	%
Clarinex / Aerius		157		175		(10	%)		93		118		(22	%)		64		57		13	%
Temodar		152		121		25	%		70		60		16	%		82		61		35	%
Integrilin		86		94		(8	%)		82		88		(7	%)		4		5		(25	%)
Rebetol		82		52		58	%		2		—		0	%		80		52		56	%
Claritin Rx 1/		76		67		13	%		—		—		—			76		67		13	%
Intron A		72		81		(11	%)		36		30		18	%		36		51		(28	%)
Caelyx		46		39		17	%		—		—		—			46		39		17	%
Subutex		44		45		(1	%)		—		—		—			44		45		(1	%)
Avelox 2/		41		—		0	%		41		—					—		—
Cipro 2/		41		—		0	%		41		—					—		—
Elocon		34		42		(19	%)		1		12		(89	%)		33		31		8	%

1/	Includes international net sales of Claritin Rx only. Canadian net sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.
2/	Includes net sales in Puerto Rico

     All figures rounded. Totals may not add due to rounding.

SCHERING-PLOUGH CORPORATION

GLOBAL PRESCRIPTION PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	2005												2004
	1st		2nd		6		3rd		9		4th		1st		2nd		6		3rd		9		4th				3rd Qtr.			9 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$	$	$		$		$		$		$		$		$		3rd Qtr.			9 Mos.
Global Prescription Pharm:		1,846		1,975		3,820		1,840		5,660				1,481		1,644		3,125		1,556		4,681		1,737		6,417		18	%		21	%
Remicade		220		234		454		237		691				165		182		347		188		535		212		746		26	%		29	%
PEG-Intron		170		182		352		185		537				148		144		293		132		425		138		563		40	%		26	%
Nasonex		183		199		382		170		552				140		156		296		153		449		145		594		11	%		23	%
Clarinex / Aerius		144		207		351		157		507				130		226		356		175		530		162		692		(10	%)		(4	%)
Temodar		131		145		276		152		428				86		102		188		121		309		150		459		25	%		38	%
Integrilin		75		82		158		86		244				73		78		151		94		245		81		325		(8	%)		0	%
Rebetol		64		91		155		82		237				99		88		187		52		239		49		287		58	%		(1	%)
Claritin Rx 1/		111		100		211		76		287				91		82		173		67		240		80		321		13	%		19	%
Intron A		73		75		148		72		220				69		89		158		81		239		79		318		(11	%)		(8	%)
Caelyx		43		46		89		46		135				34		35		70		39		109		40		150		17	%		24	%
Subutex		51		53		104		44		148				44		47		91		45		136		50		185		(1	%)		9	%
Avelox 2/		73		46		119		41		159				—		—		—		—		—		44		44
Cipro 2/		37		36		72		41		114				—		—		—		—		—		43		43
Elocon		41		38		79		34		113				38		46		84		42		127		42		168		(19	%)		(11	%)

1/	Includes international net sales of Claritin Rx only. Canadian net sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.
2/	Includes net sales in Puerto Rico

     All figures rounded. Totals may not add due to rounding.

SCHERING-PLOUGH CORPORATION

U.S. PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	2005												2004
	1st		2nd		6		3rd		9		4th		1st		2nd		6		3rd		9		4th				3rd Qtr.			9 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$	$	$		$		$		$		$		$		$		3rd Qtr.			9 Mos.
Total U.S. Pharm:		549		609		1,157		597		1,755				411		495		906		518		1,424		584		2,007		15	%		23	%
PEG-Intron		52		38		91		42		132				63		50		113		49		163		42		205		(16	%)		(19	%)
Nasonex		109		115		223		109		332				82		85		167		104		271		81		353		4	%		22	%
Clarinex / Aerius		67		90		157		93		249				69		126		195		118		313		107		420		(22	%)		(20	%)
Temodar		57		65		122		70		191				37		45		82		60		142		79		220		16	%		35	%
Integrilin		71		78		150		82		232				68		72		139		88		228		74		301		(7	%)		2	%
Rebetol		—		1		—		2		—				31		23		53		—		54		—		45
Intron A		32		36		68		36		104				18		33		51		30		81		29		109		18	%		29	%
Avelox 1/		73		46		119		41		159				—		—		—		—		—		44		44
Cipro 1/		37		36		72		41		114				—		—		—		—		—		43		43
Elocon		4		2		6		1		7				7		12		19		12		31		9		40		(89	%)		(78	%)

1/ Includes net sales in Puerto Rico

     All figures rounded. Totals may not add due to rounding.

SCHERING-PLOUGH CORPORATION

INTERNATIONAL PHARMACEUTICAL SALES — KEY PRODUCT SALES
(Dollars in Millions)

	2005												2004
	1st		2nd		6		3rd		9		4th		1st		2nd		6		3rd		9		4th				3rd Qtr.			9 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$	$	$		$		$		$		$		$		$		3rd Qtr.			9 Mos.
Total International Pharm:		1,297		1,366		2,663		1,243		3,905				1,070		1,150		2,220		1,037		3,257		1,153		4,410		20	%		20	%
Remicade		220		234		454		237		691				165		182		347		188		535		212		746		26	%		29	%
PEG-Intron		118		144		261		143		405				85		94		179		83		262		96		358		74	%		55	%
Nasonex		74		84		159		61		220				58		71		129		48		178		64		242		26	%		24	%
Clarinex / Aerius		77		117		194		64		258				61		100		161		57		218		55		272		13	%		18	%
Temodar		74		80		154		82		237				49		57		106		61		168		72		239		35	%		41	%
Integrilin		4		4		8		4		12				5		6		12		5		17		7		24		(25	%)		(28	%)
Rebetol		70		90		159		80		239				68		65		133		52		185		57		242		56	%		30	%
Claritin Rx 1/		111		100		211		76		287				91		82		173		67		240		80		321		13	%		19	%
Intron A		41		39		80		36		116				51		56		107		51		158		50		208		(28	%)		(26	%)
Caelyx		43		46		89		46		135				34		35		70		39		109		40		150		17	%		24	%
Subutex		51		53		104		44		148				44		47		91		45		136		50		185		(1	%)		9	%
Elocon		37		36		73		33		106				31		34		65		31		96		32		128		8	%		10	%

1/ Canadian net sales of Claritin are reported in the OTC Claritin line within Consumer Health Care.

     All figures rounded. Totals may not add due to rounding.

SCHERING—PLOUGH CORPORATION

CHOLESTEROL FRANCHISE SALES
(Dollars in Millions)

	2005												2004
	1st		2nd		6		3rd		9		4th		1st		2nd		6		3rd		9		4th				3rd Qtr.			9 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$	$	$		$		$		$		$		$		$		3rd Qtr.			9 Mos.
Global Zetia: 1/		331		317		648		357		1,004				189		242		431		294		725		328		1,052		21	%		39	%
U.S.		269		240		509		277		785				169		212		381		256		637		274		910		8	%		23	%
International		62		77		139		80		219				20		30		50		38		88		54		142
Global Vytorin: 1/ 2/		178		201		379		265		644				—		5		5		50		55		75		131
U.S.		157		173		330		229		560				—		—		—		42		42		59		102
International		21		28		49		36		84				—		5		5		8		13		16		29
Global Cholesterol: 1/		509		518		1,027		622		1,648				189		247		436		344		780		403		1,183
U.S.		426		413		839		506		1,345				169		212		381		298		679		333		1,012
International		83		105		188		116		303				20		35		55		46		101		70		171

1/

Substantially all sales of cholesterol products are not included in the Company’s net sales. Global sales include sales under the Merck/Schering-Plough partnership, plus any sales that are not part of the partnership, such as Schering-Plough sales of cholesterol products in Latin America. In the third quarter of 2005 and 2004, sales in non-joint venture territories of the cholesterol franchise totaled $6 and $4, respectively. For the first nine months of 2005 and 2004, sales in non-joint venture territories of the cholesterol franchise totaled $14 and $8, respectively.

2/

Vytorin received first regulatory approval in 2004.

The results of the operation of the joint venture are reflected in equity income and have no impact on the Company’s gross and other operating margins.

The company utilizes the equity method of accounting for the joint venture. The cholesterol agreements provide for the sharing of net income/(loss) based upon percentages that vary by product, sales level and country. In the U.S. market, Schering-Plough receives a greater share of profits on the first $300 of annual ZETIA sales. Above $300 of annual ZETIA sales, the companies share profits equally. Schering-Plough’s allocation of joint venture income is increased by milestones earned. Further, either partner’s share of the joint venture’s net income/(loss) is subject to a reduction if the partner fails to perform a specified minimum number of physician details in a particular country. The partners agree annually to the minimum number of physician details by country.

     All figures rounded. Totals may not add due to rounding.

CONSOLIDATED OPERATIONS DATA
(Dollars in Millions)
(Unaudited)

	2005												2004
	1st		2nd		6		3rd		9		4th		1st		2nd		6		3rd		9		4th
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.	Year	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year
	$		$		$		$		$		$	$	$		$		$		$		$		$		$
Geographic Sales
U.S.		897		970		1,866		886		2,752				738		827		1,565		800		2,365		854		3,219
Europe and Canada		1,035		1,102		2,138		927		3,065				874		972		1,846		820		2,666		929		3,595
Latin America		210		218		427		223		650				174		182		356		204		560		223		782
Pacific Area and Asia		227		242		469		248		717				177		166		343		154		497		178		676
Consolidated Sales		2,369		2,532		4,900		2,284		7,184				1,963		2,147		4,110		1,978		6,088		2,184		8,272

	2005																	2004
	1st			2nd			6			3rd			9			4th		1st			2nd			6			3rd			9			4th
	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.	Year	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.			Year
	$			$			$			$			$			$	$	$			$			$			$			$			$			$
Other, Net
Interest Income	$	33		$	40		$	74		$	45		$	118				$	14		$	15		$	29		$	20		$	50		$	31		$	80
Interest Expense		(45	)		(40	)		(86	)		(36	)		(122	)				(48	)		(43	)		(91	)		(39	)		(130	)		(38	)		(168	)
FX Gains/(Losses)		(4	)		(1	)		(4	)		(2	)		(6	)				(1	)		(4	)		(4	)		0			(4	)		(1	)		(5	)
Other Income/(Expense)		(1	)		9			7			(7	)		1					(1	)		(11	)		(12	)		(15	)		(28	)		(25	)		(53	)
Total — Other, Net		($17	)	$	8			($9	)	$	0			($9	)				($36	)		($43	)		($78	)		($34	)		($112	)		($33	)		($146	)

     All figures rounded. Totals may not add due to rounding.

Alex Kelly 908-298-7450