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): January 30, 2006

SCHERING–PLOUGH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New Jersey
(State or Other Jurisdiction of
Incorporation) 1-6571
(Commission File Number) 22-1918501
(IRS Employer 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 Financial Results for 2005 Fourth Quarter, Full Year” 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 January 30, 2006 at 8:00 am (EDT), and other written reports and oral statements made from time to time by Schering-Plough (the Company) may contain “forward-looking statements” within the meaning of the 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, 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 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 the Company’s financial and operational performance or the performance of the Company’s stock. The Company does not assume the obligation to update any forward-looking statement. Many factors could cause actual results to differ from the Company’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:

• Dependence on Key Products — The Company’s ability to generate profits and significant operating cash flow is dependent upon the increasing profitability of the Company’s cholesterol franchise. In addition, products such as CLARINEX, PEG-INTRON, REBETOL, REMICADE, TEMODAR and NASONEX accounted for a material portion of the Company’s 2005 revenues. As a result of the Company’s dependence on key products, any events that adversely impact the markets for these products could have a significant impact on revenues. These events include loss of patent protection, OTC availability of the Company’s product or a competitive product, the discovery of previously unknown side effects, increased competition from the introduction of a new, more effective treatment, and discontinuation of the product for any reason. The profitability of the Company’s cholesterol franchise may be adversely impacted by the introduction of generic forms of two competing cholesterol products that will go off patent in 2006.

• 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, the re-review of products which are already marketed, uncertainties concerning safety labeling changes, and greater scrutiny on advertising and promotion.
•	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 the Company’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 the Company to acquire or license critical late-stage products because it competes for these opportunities against companies often with far greater financial resources than the Company.
•	Competitive Factors — Competitive developments that impact the Company 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 — The Company faces increased pricing pressure in the U.S. and abroad from managed care organizations, institutions and government agencies and programs. In the U.S., increased pricing pressure could result from legislative or regulatory action relating to pharmaceutical pricing and reimbursement, including health care reform initiatives and drug importation legislation, consolidation among customers, and trends toward managed care and health care costs containment. In the international markets, cost control methods including restrictions on physician prescription levels and patient reimbursements, emphasis on greater use of generic drugs, and across the board price cuts may impact the company.
•	Regulatory Compliance — Regulatory compliance, and the cost of compliance failures, can materially impact the Company’s financial position and results of operations. Failure to comply with regulations, which include pharmacovigilance reporting requirements and standards relating to clinical, laboratory and manufacturing practices, can result in delays in the approval of drugs, seizure or

	recalls of drugs, suspension or revocation of the authority necessary for the production and sale of drugs, fines and other civil or criminal sanctions. While the Company has completed the action steps under the FDA consent decree, the Company remains subject to its provisions until it is lifted by the FDA, which will depend on the ability of the Company 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 the Company.
•	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.
•	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 — The Company 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 — The Company 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 the Company’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 the Company’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, the Company 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 the Company that may impact the Company’s business position.

For further details and a discussion of these and other risks and uncertainties, see Schering-Plough’s past and future SEC 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 January 30, 2006 titled “Schering-Plough Reports Financial Results for 2005 Fourth Quarter, Full Year” (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: January 30, 2006

Exhibit Index

The following exhibits are furnished with this 8-K:

99.1 Press release dated January 30, 2006 titled “Schering-Plough Reports Financial Results for 2005 Fourth Quarter, Full Year” (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 FINANCIAL RESULTS
FOR 2005 FOURTH QUARTER, FULL YEAR

2005 Called a Pivotal Year; Turnaround Continues

KENILWORTH, N.J., Jan. 30, 2006 — Schering-Plough Corporation (NYSE: SGP) today reported financial results for the 2005 fourth quarter and full year.

     “2005 was a pivotal year for Schering-Plough,” said Fred Hassan, chairman and CEO. “We began our Turnaround phase. We achieved our goal of growing revenues and earnings. Looking ahead, we continue on track to build Schering-Plough into a company with the strength and breadth to deliver long-term high performance. We are moving from survive mode into thrive mode.”

     For the 2005 fourth quarter, Schering-Plough reported net income available to common shareholders of $104 million or 7 cents per common share. GAAP net sales for the period totaled $2.3 billion, up 6 percent versus the 2004 fourth quarter. Schering-Plough does not record sales of its cholesterol joint venture with Merck & Co., Inc., as this venture is accounted for under the equity method. 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 fourth quarter of 2005 would have totaled $2.7 billion, an increase of $318 million or 13 percent, as compared to $2.4 billion on a similar adjusted basis in the fourth quarter of 2004.

     These results represent the fifth consecutive quarter of GAAP net sales growth and the fourth consecutive quarter of higher earnings for the company, on a year-over-year basis and excluding special items.

     Citing the growth of key products such as REMICADE, PEG-INTRON, NASONEX and TEMODAR, Hassan said, “Schering-Plough is building product depth and strength. We are also building strength in product flow. We continue to carefully manage our costs, as we invest for the future.” Hassan also noted that completing the company’s consent decree obligations with the U.S. Food and Drug Administration (FDA) during the fourth quarter was a “monumental achievement.” He added, “Our people executed with excellence, and our work to upgrade our infrastructure continues.”

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     Hassan cited the performance of the cholesterol franchise as a key accomplishment of 2005. Managed in partnership with Merck & Co., Inc., the cholesterol franchise comprises VYTORIN (ezetimibe/simvastatin) and ZETIA (ezetimibe). As a franchise, the two products combined have passed the 14 percent share level of new prescriptions in the U.S. cholesterol management market (based on December 2005 IMS data). VYTORIN has continued to gain share in the U.S. market, benefiting from having unrestricted (2^nd tier or better) status on managed care formularies for more than 80 percent of covered lives. ZETIA sales continue to grow even as VYTORIN grows its market share.

     Cholesterol joint venture sales in 2005 totaled $2.4 billion worldwide, double what they were the year before, reflecting the steady growth of VYTORIN, launched in the United States in the 2004 third quarter, and of ZETIA. In 2005, global franchise sales of VYTORIN and ZETIA each exceeded $1 billion.

     Hassan noted that the competitive health care environment is likely to remain highly challenging and fluid, with important factors that include the U.S. Medicare Part D drug benefit and the expected loss of patent protection for two competing cholesterol products in the United States in mid-2006. “We are building a special capability at Schering-Plough to respond to these and other challenges with innovation, speed and flexibility,” said Hassan. “We aspire to continue being the company delivering the most positive change of any in our peer group, as we work to deliver our Turnaround and advance our six- to eight-year Action Agenda for transformational change.”

     The Turnaround phase is the third of five phases of the company’s Action Agenda, which was announced in the spring of 2003. The Turnaround phase began in October 2005 and is expected to run for 12 to 18 months. Steps launched in earlier phases to repair and strengthen the company’s infrastructure, systems and business practices will continue in the Turnaround phase.

	Key performance indicators for Schering-Plough in 2005 included:
•	Driving growth of the cholesterol franchise to capture the No. 2 position in the U.S. cholesterol management market (based on December 2005 new prescriptions, IMS data);
•	Successfully launching PEG-INTRON and REBETOL combination therapy in Japan for treating hepatitis C;
•	Strengthening the company’s scientific discovery and development capabilities while advancing compounds in the research pipeline, including such potential therapies as vicriviroc, a CCR5 receptor antagonist for HIV in treatment-experienced patients; an oral protease inhibitor for treating hepatitis C virus infection; and an oral thrombin receptor antagonist to prevent thrombotic vascular events;

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• Broadening the company’s research and product portfolio through business development and licensing actions, including exercising rights to develop and commercialize golimumab with Centocor Inc., acquiring assets of NeoGenesis Pharmaceuticals and acquiring exclusive U.S. rights to INTEGRILIN from Millennium Pharmaceuticals, Inc.;

• Gaining new product regulatory approvals and additional indications, including approvals for ASMANEX in the United States, NOXAFIL in the European Union (EU), TEMODAR for a first-line brain cancer indication in the United States and EU, additional U.S. indications for AVELOX, the new indication of psoriasis for REMICADE in the EU, and additional indications for PEG-INTRON/REBETOL combination therapy in the EU and Japan;

• Reporting to the FDA the completion of all 212 significant steps and 30 validation actions by Dec. 31, 2005, as required under the consent decree (subject to certification by an external third party and review and approval by FDA); and

• Improving the company’s financial flexibility through the repatriation of funds under the American Jobs Creation Act of 2004.

Fourth Quarter 2005 Results

Schering-Plough reported net income available to common shareholders of $104 million in the 2005 fourth quarter or 7 cents per common share compared with a net loss available to common shareholders in the 2004 period of $856 million or 58 cents per share. The net loss available to common shareholders and loss per share in the 2004 fourth quarter reflected a tax provision of $807 million, or 55 cents per share, relating primarily to the American Jobs Creation Act of 2004.

     Fourth quarter 2005 GAAP net sales of $2.3 billion were 6 percent higher than the 2004 period. The sales increase was driven by the growth of prescription pharmaceuticals, led by PEG-INTRON, REBETOL, NASONEX and REMICADE. The sales growth versus 2004 includes a 3 percent unfavorable impact from foreign exchange.

     The company noted that GAAP net sales do 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 cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled approximately $755 million in the 2005 fourth quarter compared to net sales of $400 million in the comparable 2004 period. U.S. cholesterol joint venture net sales for the 2005 period totaled $611 million versus $333 million in 2004. 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. There is a

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separate comarketing agreement with Bayer for ZETIA in Japan, where the product is currently under regulatory review. Accordingly, including an adjustment of an assumed 50 percent of global cholesterol joint venture net sales, Schering-Plough’s adjusted net sales for the fourth quarter of 2005 would have totaled $2.7 billion, an increase of $318 million or 13 percent, as compared to $2.4 billion on a similar adjusted basis in the fourth 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 $268 million in the 2005 fourth quarter versus $98 million in the fourth 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.

     Fourth quarter 2005 GAAP net sales of Prescription Pharmaceuticals, which do not include sales of the cholesterol joint venture, totaled $1.9 billion, up 10 percent, including an unfavorable impact from foreign exchange of 3 percent.

     Among prescription products posting higher sales in the 2005 fourth quarter was REMICADE, up 19 percent to $251 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, ankylosing spondylitis and plaque psoriasis. REMICADE sales were higher primarily due to greater demand, expanded indications and continued market growth.

     Sales of the company’s PEG-INTRON and REBETOL hepatitis C products rose substantially in the 2005 fourth quarter, driven 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. Fourth quarter global sales of PEG-INTRON were up 55 percent to $214 million. Global sales of REBETOL were up $45 million to $94 million in the 2005 fourth quarter.

     Sales of TEMODAR, a treatment for certain types of brain tumors, grew 7 percent to $160 million due to increased utilization for treating newly diagnosed glioblastoma multiforme (GBM), which is the most prevalent form of brain cancer. In Japan, TEMODAR was granted a priority review of the regulatory application to treat malignant glioma in the 2005 fourth quarter. Also reporting higher sales in the quarter was CAELYX, for the treatment of ovarian cancer, metastatic breast cancer and Kaposi’s sarcoma, up 13 percent to $46 million, largely as a result of increased use in treating ovarian and breast cancer.

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     In the company’s prescription respiratory business, global NASONEX sales rose 27 percent to $185 million, with U.S. sales climbing 42 percent to $115 million and international sales climbing 8 percent to $70 million, mostly due to greater U.S. and international market share versus the 2004 period.

     Global CLARINEX sales in the fourth quarter of 2005 were $139 million, down 14 percent. In the United States, CLARINEX continued to experience reduced market share in a declining market. As a result, U.S. sales decreased 30 percent to $76 million. Sales of CLARINEX outside the United States rose 16 percent to $63 million in the fourth quarter due to market share gains. International sales of prescription CLARITIN rose 5 percent to $85 million in the fourth quarter.

     Fourth quarter 2005 Consumer Health Care sales decreased 9 percent to $198 million. The decline was largely due to lower sales of CLARITIN-D and other OTC products containing the decongestant pseudoephedrine (PSE), reflecting the continued adverse impact of restrictions on retail sales of PSE-containing OTC products. Sales of OTC CLARITIN decreased $21 million, or 29 percent, to $54 million. Sales of sun care products increased $3 million to $20 million, benefiting from the successful launch of COPPERTONE CONTINUOUS SPRAY sun care products. Sales of foot care products decreased $4 million to $75 million.

     Animal Health sales decreased 4 percent to $222 million, reflecting lower sales of cattle products and an unfavorable impact from foreign exchange of 3 percent.

     The company’s gross margin was 64.9 percent for the 2005 fourth quarter compared with 62.1 percent in the 2004 period. The improvement stemmed primarily from product mix and supply chain process improvements, partly offset by 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 noted that its 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 9 percent to $1.1 billion in the fourth quarter of 2005 versus the prior year, primarily reflecting increased selling expenses in Europe to support the continued launch of ZETIA and VYTORIN, and increased promotional spending.

     Research and development spending for the 2005 fourth quarter totaled $474 million, an increase of 17 percent compared to the fourth quarter of 2004. The company expects R&D spending to continue to reflect the progression of the early-stage pipeline and increased clinical trial activity.

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Full-year 2005 Results

Schering-Plough reported full-year 2005 GAAP net sales were $9.5 billion, up 15 percent versus 2004. Contributing 4 percent to the sales increase were sales for AVELOX, CIPRO and other products under the Bayer agreement, which became effective in October 2004. Including an adjustment of an assumed 50 percent of global cholesterol joint venture net sales, Schering-Plough’s adjusted net sales for 2005 would have totaled $10.7 billion, an increase of $1.8 billion or 21 percent, as compared to $8.9 billion on a similar adjusted basis in 2004. The higher sales on an adjusted basis were largely due to the strong growth of the cholesterol franchise combined with solid performance in six of the company’s top 10 prescription products, where double-digit sales growth was recorded versus 2004.

     Net income available to common shareholders totaled $183 million in 2005 or 12 cents per common share compared with a net loss available to common shareholders in 2004 of $981 million or a loss of 67 cents per share. The 2004 period included a tax provision of $779 million relating primarily to the American Jobs Creation Act.

Recent Developments

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

• Reported the favorable ruling in a West Virginia jury trial related to reimbursement by West Virginia’s Medicaid program of certain asthma products sold by Warrick Pharmaceuticals, the company’s generic subsidiary. In the favorable verdict, the jury agreed with the company’s position that, in connection with reporting Average Wholesale Price (AWP), the company complied with all applicable laws and regulations governing the reimbursement rules in West Virginia. (Announced Dec. 7, 2005)

• Submitted a New Drug Application (J-NDA) in Japan to the Ministry of Health, Labor and Welfare (MHLW) seeking marketing approval of TEMODAL Capsules for the treatment of malignant glioma. The MHLW agreed to conduct a priority review of the J-NDA to satisfy an unmet medical need in Japanese patients. (Announced Nov. 1, 2005)

• Continued a Phase II study with its investigational CCR5 receptor antagonist, vicriviroc, in treatment-experienced HIV patients. A Phase II study of vicriviroc in combination with Combivir in treatment-naïve HIV patients was discontinued. The decision to discontinue the study in treatment-naïve patients was due to a return of detectable virus in some patients late in therapy compared to the control regimen of Combivir and Sustiva, a current standard of care for treatment-naïve patients living with HIV. The decision was not based on hepatotoxicity or other significant safety issues in patients receiving vicriviroc in the study. (Announced Oct. 27, 2005)

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• Received a positive opinion from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMEA) recommending approval of an expanded indication for REMICADE to include treatment of moderately to severely active ulcerative colitis (UC) in adults who have had an inadequate response to conventional therapies. (Announced Jan. 30, 2006)

• Gained U.S. approval for a new indication for the once-daily, broad-spectrum antibiotic AVELOX — treatment of complicated intra-abdominal infections (cIAI) in adults. Available in tablet and intravenous formulations, AVELOX was developed by Bayer Pharmaceuticals Corporation and is marketed in the United States by Schering-Plough. (Announced Nov. 30, 2005)

• Announced that Schering-Plough’s Board of Directors unanimously agreed to two corporate governance enhancements. First, to recommend to shareholders that the company’s charter and bylaws be amended to provide for the annual election of directors. A shareholder vote on this matter will be included on the agenda for the 2006 annual meeting of shareholders. Second, to revise its corporate governance guidelines to provide that, should a director receive a majority of votes cast at a meeting as “withhold votes,” then the director will submit an offer to resign to the Nominating and Corporate Governance Committee, which will determine what action is best for the company in light of the then current facts and circumstances. The revisions to the corporate governance guidelines will be finalized prior to the 2006 annual meeting of shareholders. (Announced Dec. 15, 2005)

Fourth Quarter 2005 Conference Call and Webcast

Schering-Plough will conduct a conference call today at 8 a.m. (EST) to review the 2005 fourth 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. on Jan. 30 through 5 p.m. on Feb. 5. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #3070787.

     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. on Jan. 30 through 5 p.m. on Feb. 28.

NOTE: Adjusted net sales, defined as GAAP 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

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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.”

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 fourth quarter and twelve months ended December 31 (unaudited):
(Amounts in millions, except percentages and per share figures)

	Fourth Quarter									Twelve Months
	2005			2004			%			2005			2004			%
Net Sales	$	2,324		$	2,184			6		$	9,508		$	8,272			15
Cost of Sales		815			829			(2	)		3,346			3,070			9
Selling, General and Administrative		1,114			1,026			9			4,374			3,811			15
Research and Development a/		474			406			17			1,865			1,607			16
Other (Income)/Expense, Net		(5	)		33						5			146
Special Charges b/		2			15						294			153
Equity Income from Cholesterol Joint Venture		(268	)		(98	)					(873	)		(347	)
Income/(Loss) Before Income Taxes		192			(27	)					497			(168	)
Income Tax Expense c/		66			807						228			779
Net Income/(Loss)	$	126		$	(834	)				$	269		$	(947	)
Preferred Stock Dividends		22			22						86			34
Net Income/(Loss) Available to Common Shareholders	$	104		$	(856	)				$	183		$	(981	)
Diluted Earnings/(Loss) per Common Share	$	0.07		$	(0.58	)				$	0.12		$	(0.67	)
Average Common Shares Outstanding — Diluted.		1,487			1,473						1,484			1,472
Actual Number of Common Shares Outstanding at December 31		1,479			1,474						1,479			1,474

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 twelve months ended December 31, 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 golimumab, 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 twelve months ended December 31, 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 full year 2005 includes an addition of $250 million to the Company’s litigation reserves relating to the Massachusetts investigation and the 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 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 a small European research-and-development facility.

c/ Tax expense for the three and twelve months ended December 31, 2005 primarily related to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses. The Company’s full year 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 was the result of an IRS Notice issued by the U.S. Treasury in August 2005. In the fourth quarter of 2004, the Company recorded the estimated charge associated with the repatriation of funds under the American Jobs Creation Act.

- more -

SCHERING-PLOUGH CORPORATION

Report for the period ended December 31 (unaudited):

GAAP Net Sales by Major Product:

(Dollars in Millions)

	Fourth Quarter							Twelve Months
	2005		2004		%			2005		2004		%
GLOBAL PHARMACEUTICALS	$	1,904	$	1,737		10		$	7,564	$	6,417		18
Remicade		251		212		19			942		746		26
PEG-Intron		214		138		55			751		563		33
Nasonex		185		145		27			737		594		24
Temodar		160		150		7			588		459		28
Clarinex / Aerius		139		162		(14	)		646		692		(7	)
Rebetol		94		49		93			331		287		15
Claritin Rx *		85		80		5			371		321		16
Integrilin		71		81		(12	)		315		325		(3	)
Avelox		68		44		55			228		44
Intron A		66		79		(16	)		287		318		(10	)
Subutex		49		50		(2	)		197		185		6
Caelyx		46		40		13			181		150		21
Cipro		33		43		(24	)		146		43
Elocon		32		42		(24	)		144		168		(14	)
Other Pharmaceuticals		411		422		(3	)		1,700		1,522		12
CONSUMER HEALTH CARE		198		217		(9	)		1,093		1,085		1
OTC		103		121		(15	)		556		578		(4	)
OTC Claritin		54		75		(29	)		394		419		(6	)
FOOT CARE		75		79		(5	)		333		331		1
SUN CARE		20		17					204		176		16
ANIMAL HEALTH		222		230		(4	)		851		770		11
CONSOLIDATED NET SALES	$	2,324	$	2,184		6		$	9,508	$	8,272		15

* 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 December 31 (unaudited)
	2005		2004
Net Sales, as reported	$	2,324	$	2,184
50 percent of cholesterol joint venture net sales      a/		378		200
Adjusted net sales	$	2,702	$	2,384

(Dollars in millions)	Twelve-Months Ended December 31 (unaudited)
	2005		2004
Net Sales, as reported	$	9,508	$	8,272
50 percent of cholesterol joint venture net sales     a/		1,195		586
Adjusted net sales	$	10,703	$	8,858

a/ Total net sales of the cholesterol joint venture for the three months ended December 31, 2005 and 2004 were $755 million and $400 million, respectively. Total net sales of the cholesterol joint venture for the twelve months ended December 31, 2005 and 2004 were $2.4 billion and $1.2 billion, 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						4th Qtr.			12 Mos.
	Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.			Year			Qtr.			Qtr.			Mos.			Qtr.			Mos.			Qtr.			Year			vs			vs
	$			$			$			$			$			$			$			$			$			$			$			$			$			$			4th Qtr.			12 Mos.
Net Sales		2,369			2,532			4,900			2,284			7,184			2,324			9,508			1,963			2,147			4,110			1,978			6,088			2,184			8,272			6	%		15	%
Cost of Sales		889			867			1,756			775			2,531			815			3,346			740			790			1,530			711			2,241			829			3,070			(2	%)		9	%
Gross Margin		1,480			1,665			3,144			1,509			4,653			1,509			6,162			1,223			1,357			2,580			1,267			3,847			1,355			5,202			11	%		18	%
Total SG&A		1,081			1,116			2,197			1,064			3,261			1,114			4,374			914			979			1,893			892			2,785			1,026			3,811			9	%		15	%
Research & Development 1/		384			442			825			566			1,391			474			1,865			372			451			824			378			1,201			406			1,607			17	%		16	%
Other Expense/(Income), Net		17			(8	)		9			—			9			(5	)		5			36			43			78			34			112			33			146
Special Charges 2/		27			259			286			6			292			2			294			70			42			112			26			138			15			153
Equity Income from Cholesterol Joint Venture		(220	)		(170	)		(389	)		(215	)		(605	)		(268	)		(873	)		(78	)		(77	)		(154	)		(95	)		(249	)		(98	)		(347	)
Income/(Loss) before Income Taxes		191			26			216			88			305			192			497			(91	)		(81	)		(173	)		32			(140	)		(27	)		(168	)
Income Tax Expense/(Benefit) 3/		64			74			138			23			162			66			228			(18	)		(16	)		(35	)		6			(28	)		807			779
Net Income/(Loss)		127			(48	)		78			65			143			126			269			(73	)		(65	)		(138	)		26			(112	)		(834	)		(947	)
Preferred Stock Dividends		22			22			43			22			65			22			86			—			—			—			12			12			22			34
Net Income/(Loss) Available to Common Shareholders		105			(70	)		35			43			78			104			183			(73	)		(65	)		(138	)		14			(124	)		(856	)		(981	)
Diluted Earnings/(Loss) per Common Share		0.07			(0.05	)		0.02			0.03			0.05			0.07			0.12			(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			1,487			1,484			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			1,479			1,479			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	%		100.0	%		100.0	%
Cost of Sales		37.5	%		34.2	%		35.8	%		34.0	%		35.2	%		35.1	%		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	%		64.9	%		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	%		47.9	%		46.0	%		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	%		20.4	%		19.6	%		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	%		8.3	%		5.2	%		(4.6	%)		(3.8	%)		(4.2	%)		1.6	%		(2.3	%)		(1.3	%)		(2.0	%)
Net Income/(Loss)		5.3	%		(1.9	%)		1.6	%		2.8	%		2.0	%		5.4	%		2.8	%		(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 twelve months ended December 31, 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 golimumab, 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 twelve months ended December 31, 2005 includes an addition of $250 million to the Company’s litigation reserves relating to the Massachusetts investigation and 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 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 a small European research-and-development facility.
3/	Tax expense during 2005 primarily related to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses.
	The Company’s full year 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 an IRS Notice issued by the U.S. Treasury in August 2005. In the fourth quarter of 2004, the Company recorded the estimated charge associated with the repatriation of funds under the American Jobs Creation Act.

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				4th Qtr.			12 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		$		$		$		$		4th Qtr.			12 Mos.
Prescription Pharm:		1,846		1,975		3,820		1,840		5,660		1,904		7,564		1,481		1,644		3,125		1,556		4,681		1,737		6,417		10	%		18	%
U.S.		549		609		1,157		597		1,755		600		2,355		411		495		906		518		1,424		584		2,007		3	%		17	%
International		1,297		1,366		2,663		1,243		3,905		1,304		5,209		1,070		1,150		2,220		1,037		3,257		1,153		4,410		13	%		18	%
Consumer Health Care:		330		330		660		235		895		198		1,093		312		317		629		239		868		217		1,085		(9	%)		1	%
OTC:		162		162		324		129		453		103		556		157		150		306		150		456		121		578		(15	%)		(4	%)
OTC Claritin *		116		133		248		92		340		54		394		117		117		234		110		344		75		419		(29	%)		(6	%)
Other OTC		46		29		76		37		113		49		162		40		32		72		41		112		46		159		7	%		2	%
Foot Care:		84		89		173		85		258		75		333		76		89		166		86		252		79		331		(5	%)		1	%
Sun Care:		84		79		163		21		184		20		204		79		78		157		3		160		17		176					16	%
Animal Health:		193		227		420		209		629		222		851		170		186		356		183		539		230		770		(4	%)		11	%
U.S.		44		54		98		68		166		50		216		41		36		77		56		133		61		194		(18	%)		11	%
International		149		173		322		141		463		172		635		129		150		279		127		406		169		575		2	%		10	%
Total Consolidated:		2,369		2,532		4,900		2,284		7,184		2,324		9,508		1,963		2,147		4,110		1,978		6,088		2,184		8,272		6	%		15	%
U.S.		897		970		1,866		886		2,752		837		3,589		738		827		1,565		800		2,365		854		3,219		(2	%)		11	%
International		1,472		1,562		3,034		1,398		4,432		1,487		5,919		1,225		1,320		2,545		1,178		3,723		1,330		5,053		12	%		17	%

* 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
	4th		4th		4th Qtr.			4th		4th		4th Qtr.			4th		4th		4th Qtr.
	Qtr.		Qtr.		vs			Qtr.		Qtr.		vs			Qtr.		Qtr.		vs
	$		$		4th Qtr.			$		$		4th Qtr.			$		$		4th Qtr.
Prescription Pharm:		1,904		1,737		10	%		600		584		3	%		1,304		1,153		13	%
Remicade		251		212		19	%		—		—		—			251		212		19	%
PEG-Intron		214		138		55	%		52		42		23	%		162		96		69	%
Nasonex		185		145		27	%		115		81		42	%		70		64		8	%
Temodar		160		150		7	%		73		79		(7	%)		87		72		22	%
Clarinex / Aerius		139		162		(14	%)		76		107		(30	%)		63		55		16	%
Rebetol		94		49		93	%									90		57		57	%
Claritin Rx 1/		85		80		5	%		—		—		—			85		80		5	%
Integrilin		71		81		(12	%)		67		74		(10	%)		4		7		(40	%)
Avelox 2/		68		44		55	%		68		44		55	%		—		—		—
Intron A		66		79		(16	%)		32		29		12	%		34		50		(32	%)
Subutex		49		50		(2	%)		—		—		—			49		50		(2	%)
Caelyx		46		40		13	%		—		—		—			46		40		13	%
Cipro 2/		33		43		(24	%)		33		43		(24	%)		—		—		—
Elocon		32		42		(24	%)		—		9		(99	%)		32		32		(3	%)

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				4th Qtr.			12 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		$		$		$		$		4th Qtr.			12 Mos.
Global Prescription Pharm:		1,846		1,975		3,820		1,840		5,660		1,904		7,564		1,481		1,644		3,125		1,556		4,681		1,737		6,417		10	%		18	%
Remicade		220		234		454		237		691		251		942		165		182		347		188		535		212		746		19	%		26	%
PEG-Intron		170		182		352		185		537		214		751		148		144		293		132		425		138		563		55	%		33	%
Nasonex		183		199		382		170		552		185		737		140		156		296		153		449		145		594		27	%		24	%
Temodar		131		145		276		152		428		160		588		86		102		188		121		309		150		459		7	%		28	%
Clarinex / Aerius		144		207		351		157		507		139		646		130		226		356		175		530		162		692		(14	%)		(7	%)
Rebetol		64		91		155		82		237		94		331		99		88		187		52		239		49		287		93	%		15	%
Claritin Rx 1/		111		100		211		76		287		85		371		91		82		173		67		240		80		321		5	%		16	%
Integrilin		75		82		158		86		244		71		315		73		78		151		94		245		81		325		(12	%)		(3	%)
Avelox 2/		73		46		119		41		159		68		228		—		—		—		—		—		44		44		55	%
Intron A		73		75		148		72		220		66		287		69		89		158		81		239		79		318		(16	%)		(10	%)
Subutex		51		53		104		44		148		49		197		44		47		91		45		136		50		185		(2	%)		6	%
Caelyx		43		46		89		46		135		46		181		34		35		70		39		109		40		150		13	%		21	%
Cipro 2/		37		36		72		41		114		33		146		—		—		—		—		—		43		43		(24	%)
Elocon		41		38		79		34		113		32		144		38		46		84		42		127		42		168		(24	%)		(14	%)

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				4th Qtr.			12 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		$		$		$		$		4th Qtr.			12 Mos.
Total U.S. Pharm:		549		609		1,157		597		1,755		600		2,355		411		495		906		518		1,424		584		2,007		3	%		17	%
PEG-Intron		52		38		91		42		132		52		184		63		50		113		49		163		42		205		23	%		(10	%)
Nasonex		109		115		223		109		332		115		447		82		85		167		104		271		81		353		42	%		27	%
Temodar		57		65		122		70		191		73		264		37		45		82		60		142		79		220		(7	%)		20	%
Clarinex / Aerius		67		90		157		93		249		76		325		69		126		195		118		313		107		420		(30	%)		(23	%)
Integrilin		71		78		150		82		232		67		299		68		72		139		88		228		74		301		(10	%)		(1	%)
Avelox 1/		73		46		119		41		159		68		228		—		—		—		—		—		44		44		55	%
Intron A		32		36		68		36		104		32		136		18		33		51		30		81		29		109		12	%		24	%
Cipro 1/		37		36		72		41		114		33		146		—		—		—		—		—		43		43		(24	%)
Elocon		4		2		6		1		7		—		7		7		12		19		12		31		9		40		(99	%)		(83	%)

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				4th Qtr.			12 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		$		$		$		$		4th Qtr.			12 Mos.
Total International Pharm:		1,297		1,366		2,663		1,243		3,905		1,304		5,209		1,070		1,150		2,220		1,037		3,257		1,153		4,410		13	%		18	%
Remicade		220		234		454		237		691		251		942		165		182		347		188		535		212		746		19	%		26	%
PEG-Intron		118		144		261		143		405		162		567		85		94		179		83		262		96		358		69	%		58	%
Nasonex		74		84		159		61		220		70		290		58		71		129		48		178		64		242		8	%		20	%
Temodar		74		80		154		82		237		87		324		49		57		106		61		168		72		239		22	%		35	%
Clarinex / Aerius		77		117		194		64		258		63		321		61		100		161		57		218		55		272		16	%		18	%
Rebetol		70		90		159		80		239		90		330		68		65		133		52		185		57		242		57	%		36	%
Claritin Rx 1/		111		100		211		76		287		85		371		91		82		173		67		240		80		321		5	%		16	%
Integrilin		4		4		8		4		12		4		16		5		6		12		5		17		7		24		(40	%)		(31	%)
Intron A		41		39		80		36		116		34		151		51		56		107		51		158		50		208		(32	%)		(28	%)
Subutex		51		53		104		44		148		49		197		44		47		91		45		136		50		185		(2	%)		6	%
Caelyx		43		46		89		46		135		46		181		34		35		70		39		109		40		150		13	%		21	%
Elocon		37		36		73		33		106		32		137		31		34		65		31		96		32		128		(3	%)		7	%

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				4th Qtr.			12 Mos.
	Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		Qtr.		Qtr.		Mos.		Qtr.		Mos.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		$		$		$		$		4th Qtr.			12 Mos.
Global Zetia: 1/		331		317		648		357		1,004		392		1,396		189		242		431		294		725		328		1,052		19	%		33	%
U.S.		269		240		509		277		785		297		1,082		169		212		381		256		637		274		910		8	%		19	%
International		62		77		139		80		219		95		314		20		30		50		38		88		54		142
Global Vytorin: 1/ 2/		178		201		379		265		644		368		1,012		—		5		5		50		55		75		131
U.S.		157		173		330		229		560		314		874		—		—		—		42		42		59		102
International		21		28		49		36		84		54		138		—		5		5		8		13		16		29
Global Cholesterol: 1/		509		518		1,027		622		1,648		760		2,408		189		247		436		344		780		403		1,183
U.S.		426		413		839		506		1,345		611		1,956		169		212		381		298		679		333		1,012
International		83		105		188		116		303		149		452		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 fourth quarter of 2005 and 2004, sales in non-joint venture territories of the cholesterol franchise totaled $5 and $3, respectively. For the twelve months of 2005 and 2004, sales in non-joint venture territories of the cholesterol franchise totaled $19 and $11, 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		837		3,589		738		827		1,565		800		2,365		854		3,219
Europe and Canada		1,035		1,102		2,138		927		3,065		976		4,040		874		972		1,846		820		2,666		929		3,595
Latin America		210		218		427		223		650		233		884		174		182		356		204		560		223		782
Pacific Area and Asia		227		242		469		248		717		278		995		177		166		343		154		497		178		676
Consolidated Sales		2,369		2,532		4,900		2,284		7,184		2,324		9,508		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 Expense/(Income), Net
Interest Income	(	$	33	)	(	$	40	)	(	$	74	)	(	$	45	)	(	$	118	)	(	$	58	)	(	$	176	)	(	$	14	)	(	$	15	)	(	$	29	)	(	$	20	)	(	$	50	)	(	$	31	)	(	$	80	)
Interest Expense			45				40				86				36				122				41				163				48				43				91				39				130				38				168
FX Losses			4				1				4				2				6				2				8				1				4				4				0				4				1				5
Other Expense/(Income)			1				(9	)			(7	)			7				(1	)			10				10				1				11				12				15				28				25				53
Total — Other Expense/(Income), Net		$	17		(	$	8	)		$	9			$	0			$	9		(	$	5	)		$	5			$	36			$	43			$	78			$	34			$	112			$	33			$	146

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

Alex Kelly 908-298-7450