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 22, 2007

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))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Schering-Plough today issued a press release titled “Schering-Plough Reports Financial Results for Third Quarter of 2007” 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

Risk Factors

Below are updated risk factors relating to Schering-Plough and its business. Schering-Plough’s future operating results and cash flows may differ materially from the actual results due to risks and uncertainties related to Schering-Plough’s business, including those discussed below. In addition, these factors represent risks and uncertainties that could cause actual results to differ materially from those implied by forward-looking statements contained in this 8-K, including each exhibit, the comments of Schering-Plough officers during the earnings teleconference/webcast on October 22, 2007, beginning at 8 a.m. (EDT), and other written reports and oral statements made from time to time by Schering-Plough.

     Key Schering-Plough products generate a significant amount of Schering-Plough’s profits and cash flows, and any events that adversely affect the market for its leading products could have a material and negative impact on results of operations and cash flows.

     Schering-Plough’s ability to generate profits and operating cash flow is largely dependent upon the continued profitability of Schering-Plough’s cholesterol franchise, consisting of VYTORIN and ZETIA. In addition, other key products such as REMICADE, NASONEX, PEGINTRON, TEMODAR, CLARINEX, and AVELOX account for a material portion of revenues. As a result of Schering-Plough’s dependence on key products, any events that adversely affect the markets for these products could have a significant impact on results of operations. These events include loss of patent protection, increased costs associated with manufacturing, OTC availability of Schering-Plough’s product or a competitive product, the discovery of previously unknown side effects, increased competition from the introduction of new, more effective treatments and discontinuation or removal from the market of the product for any reason.

     For example, the profitability of Schering-Plough’s cholesterol franchise may be adversely affected by the introduction of multiple generic forms in December 2006 of two competing cholesterol products that lost patent protection earlier in 2006. In addition, on October 4, 2007, the FDA announced a public meeting to solicit comment on making certain prescription drugs available “behind-the-counter” without a prescription. Although the FDA did not indicate what drugs might be included this category, if the FDA approved behind-the-counter sales of products that compete with products of Schering-Plough or the Merck/Schering-Plough cholesterol joint venture, such as generic statins, such competition could have an adverse result on sales and profitability.

     There is a high risk that funds invested in research will not generate financial returns because the development of novel drugs requires significant expenditures with a low probability of success.

     There is a high rate of failure inherent in the research to develop new drugs to treat diseases. As a result, there is a high risk that funds invested in research programs will not generate financial returns. This risk profile is compounded by the fact that this research has a long investment cycle. To bring a pharmaceutical compound from the discovery phase to market

may take a decade or more and failure can occur at any point in the process, including later in the process after significant funds have been invested.

     Schering-Plough’s success is dependent on the development and marketing of new products, and uncertainties in the regulatory and approval process may result in the failure of products to reach the market.

     Products that appear promising in development may fail to reach market for numerous reasons, including the following:

• findings of ineffectiveness, superior safety or efficacy of competing products, or harmful side effects in clinical or pre-clinical testing;

• failure to receive the necessary regulatory approvals, including delays in the approval of new products and new indications;

• lack of economic feasibility due to manufacturing costs or other factors; and

• preclusion from commercialization by the proprietary rights of others.

     Intellectual property protection for innovation is an important contributor to Schering-Plough’s profitability. Generic forms of Schering-Plough’s products may be introduced to the market as a result of the expiration of patents covering Schering-Plough’s products, a successful challenge to Schering-Plough’s patents, or the at-risk launch of a generic version of a Schering-Plough product, which may have a material and negative effect on results of operations.

     Intellectual property protection is critical to Schering-Plough’s ability to successfully commercialize its products. Upon the expiration or the successful challenge of Schering-Plough’s patents covering a product, competitors may introduce lower-priced generic versions of that product, which may include Schering-Plough’s well-established products. In recent years, some generic manufacturers have launched generic versions of products before the ultimate resolution of patent litigation (commonly known as “at-risk” product launches). Such generic competition could result in the loss of a significant portion of sales or downward pressures on the prices at which Schering-Plough offers formerly patented products, particularly in the U.S. Patents and patent applications relating to Schering-Plough’s significant products are of material importance to Schering-Plough.

     Additionally, certain foreign governments have indicated that compulsory licenses to patents may be granted in the case of national emergencies, which could diminish or eliminate sales and profits from those regions and negatively affect Schering-Plough’s results of operations. Further, recent court decisions relating to other companies’ patents in the U.S., as well as the discussion of regulatory initiatives may result in further erosion of intellectual property protection.

     Patent disputes can be costly to prosecute and defend and adverse judgments could result in damage awards, increased royalties and other similar payments and decreased sales.

     Patent positions can be highly uncertain and patent disputes in the pharmaceutical industry are not unusual. An adverse result in a patent dispute involving Schering-Plough’s patents, or the patents of its collaborators, may lead to a loss of market exclusivity and render such patents invalid. An adverse result in a patent dispute involving patents held by a third party may preclude the commercialization of Schering-Plough’s products, force Schering-Plough to

obtain licenses in order to continue manufacturing or marketing the affected products, which licenses may not be available on commercially reasonable terms, negatively affect sales of existing products or result in injunctive relief and payment of financial remedies.

     The potential for litigation regarding Schering-Plough’s intellectual property rights always exists and may be initiated by third parties attempting to abridge Schering-Plough’s rights, as well as by Schering-Plough in protecting its rights. A generic manufacturer may file an Abbreviated New Drug Application seeking approval after the expiration of the applicable data exclusivity and alleging that one or more of the patents listed in the innovator’s New Drug Application are invalid or not infringed. This allegation is commonly known as a Paragraph IV certification. The innovator then has the ability to file suit against the generic manufacturer to enforce its patents. In recent years, generic manufacturers have used Paragraph IV certifications extensively to challenge patents on a wide array of innovative pharmaceuticals, and it is anticipated that this trend will continue. Even if Schering-Plough is ultimately successful in a particular dispute, Schering-Plough may incur substantial costs in defending its patents and other intellectual property rights. See “Patent Challenges Under the Hatch-Waxman Act” in Part II, Item 1, “Legal Proceedings” in Schering-Plough’s second quarter 10-Q, for a list of current Paragraph IV certifications for Schering-Plough products.

     Multi-jurisdictional regulations, including those establishing Schering-Plough’s ability to price products, may negatively affect Schering-Plough’s sales and profit margins.

     Schering-Plough faces increased pricing pressure globally from managed care organizations, institutions and government agencies and programs that could negatively affect Schering-Plough’s sales and profit margins. For example, in the U.S., the Medicare Prescription Drug Improvement and Modernization Act of 2003 contains a prescription drug benefit for individuals who are eligible for Medicare. The prescription drug benefit became effective on January 1, 2006 and is resulting in increased use of generics and increased purchasing power of those negotiating on behalf of Medicare recipients.

     In addition to legislation concerning price controls, other trends that could affect Schering-Plough’s business include legislative or regulatory action relating to pharmaceutical pricing and reimbursement, health care reform initiatives and drug importation legislation, involuntary approval of medicines for OTC use, consolidation among customers and trends toward managed care and health care costs containment. Increasingly, market approval or reimbursement of products may be impacted by health technology assessments, which seek to condition approval or reimbursement on an assessment of the impact of health technologies on the healthcare system.

     In the U.S., as a result of the government’s efforts to reduce Medicaid expenses, managed care organizations continue to grow in influence, and Schering-Plough faces increased pricing pressure as managed care organizations continue to seek price discounts with respect to Schering-Plough’s products.

     In other countries, many governmental agencies strictly control, directly or indirectly, the prices at which pharmaceutical products are sold. In these 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 decrease revenues internationally.

     Market forces continue to evolve and can impact Schering-Plough’s ability to sell products or the price Schering-Plough can charge for products.

     A number of intermediaries are involved between drug manufacturers, such as Schering-Plough, and patients who use the drugs. These intermediaries impact the patient’s ability, and their precribers’s ability, to choose and pay for a particular drug. These intermediaries include health care providers, such as hospitals and clinics; payors and their representatives, such as employers, insurers, managed care organizations and governments; and others in the supply chain, such as pharmacists and wholesalers. Examples include: payors that require a patient to first fail on a generic drug before reimbursing for a more effective, branded product that is more expensive; hospitals that stock and administer only a generic product to in-patients; managed care organizations who may penalize doctors who prescribe outside approved formularies which may not include branded products when a generic is available; and pharmacists who receive a higher profit when they dispense a generic drug over a branded drug. These issues are more pressing because the intermediaries are not required to routinely provide transparent data to patients comparing the effectiveness of generic and branded products or to disclose their own economic benefits that are tied to steering patients toward, or requiring patients to use, generic products rather than branded products.

     Government investigations against Schering-Plough, could lead to the commencement of civil and/or criminal proceedings involving the imposition of substantial fines, penalties and injunctive or administrative remedies, including exclusion from government reimbursement programs, which could give rise to other investigations or litigation by government entities or private parties.

     Schering-Plough cannot predict whether future or pending investigations to which it may become subject, would lead to a judgment or settlement involving a significant monetary award or restrictions on its operations.

     The pricing, sales and marketing programs and arrangements, and related business practices of Schering-Plough and other participants in the health care industry are under increasing scrutiny from federal and state regulatory, investigative, prosecutorial and administrative entities. These entities include the Department of Justice and its U.S. Attorney’s Offices, the Office of Inspector General of the Department of Health and Human Services, the FDA, the Federal Trade Commission and various state Attorneys General offices. Many of the health care laws under which certain of these governmental entities operate, including the federal and state anti-kickback statutes and statutory and common law false claims laws, have been construed broadly by the courts and permit the government entities to exercise significant discretion. In the event that any of those governmental entities believes that wrongdoing has occurred, one or more of them could institute civil or criminal proceedings which, if resolved unfavorably, could subject Schering-Plough to substantial fines, penalties and injunctive or administrative remedies, including exclusion from government reimbursement programs. In addition, an adverse outcome to a government investigation could prompt other government entities to commence investigations of Schering-Plough or cause those entities or private parties to bring civil claims against it. Schering-Plough also cannot predict whether any investigations will affect its marketing practices or sales. Any such result could have a material adverse impact on Schering-Plough’s results of operations, cash flows, financial condition, or its business.

     Regardless of the merits or outcomes of any investigations, government investigations are costly, divert management’s attention from Schering-Plough’s business and may result in substantial damage to Schering-Plough’s reputation.

     There are other legal matters in which adverse outcomes could negatively affect Schering-Plough’s business.

     Unfavorable outcomes in other pending litigation matters, or in future litigation, including litigation concerning product pricing, securities law violations, product liability claims, ERISA matters, patent and intellectual property disputes, and antitrust matters could preclude the commercialization of products, negatively affect the profitability of existing products and could subject Schering-Plough to substantial fines, penalties and injunctive or administrative remedies, including exclusion from government reimbursement programs. Any such result could materially and adversely affect Schering-Plough’s results of operations, cash flows, financial condition, or its business.

     Please refer to “Legal Proceedings” in Item 3 in Schering-Plough’s 2006 10-K and Part II, Item 1 in Schering-Plough’s second quarter 10-Q for descriptions of significant pending litigation.

     Schering-Plough is subject to governmental regulations, and the failure to comply with, as well as the costs of compliance of, these regulations may adversely affect Schering-Plough’s financial position and results of operations.

     Schering-Plough’s manufacturing facilities and clinical/research practices must meet stringent regulatory standards and are subject to regular inspections. The cost of regulatory compliance, including that associated with compliance failures, can materially affect Schering-Plough’s financial position, cash flows 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.

     For example, in May 2002, Schering-Plough agreed with the FDA to the entry of a Consent Decree to resolve issues related to compliance with current Good Manufacturing Practices at certain of Schering-Plough’s facilities in New Jersey and Puerto Rico. The Consent Decree work placed significant additional controls on production and release of products from these sites, which increased costs and slowed production and led to a reduction in the number of products produced at the sites. Further, Schering-Plough’s research and development operations were negatively impacted by the Consent Decree because these operations share common facilities with the manufacturing operations.

     Schering-Plough also is subject to other regulations, including environmental, health and safety, and labor regulations.

     Developments following regulatory approval may decrease demand for Schering-Plough’s products.

     Even after a product reaches market, certain developments following regulatory approval, including results in post-marketing Phase IV trials, may decrease demand for Schering-Plough’s products, including the following:

• the re-review of products that are already marketed;

• new scientific information and evolution of scientific theories;

• the recall or loss of marketing approval of products that are already marketed;

• uncertainties concerning safety labeling changes; and

• greater scrutiny in advertising and promotion.

     In the past several years, clinical trials and post-marketing surveillance of certain marketed drugs of competitors within the industry have raised safety concerns that have led to recalls, withdrawals or adverse labeling of marketed products. These situations also have raised concerns among some prescribers and patients relating to the safety and efficacy of pharmaceutical products in general, which have negatively affected the sales of such products.

     In addition, following the wake of recent product withdrawals of other companies and other significant safety issues, health authorities such as the FDA, the European Medicines Agency and the Pharmaceuticals and Medicines Device Agency have increased their focus on safety when assessing the benefit/risk balance of drugs. Some health authorities appear to have

become more cautious when making decisions about approvability of new products or indications and are re-reviewing select products that are already marketed, adding further to the uncertainties in the regulatory processes. There is also greater regulatory scrutiny, especially in the U.S., on advertising and promotion and in particular, direct-to-consumer advertising.

     If previously unknown side effects are discovered or if there is an increase in the prevalence of negative publicity regarding known side effects of any of Schering-Plough’s products, it could significantly reduce demand for the product or may require Schering-Plough to remove the product from the market. Further, in the current environment in which all pharmaceutical companies operate, Schering-Plough is at risk for product liability claims for its products.

     New products and technological advances developed by Schering-Plough’s competitors may negatively affect sales.

     Schering-Plough operates in a highly competitive industry. Schering-Plough competes with a large number of multinational pharmaceutical companies, biotechnology companies and generic pharmaceutical companies. Many of Schering-Plough’s competitors have been conducting research and development in areas served both by Schering-Plough’s current products and by those products Schering-Plough is in the process of developing. Competitive developments that may impact Schering-Plough include technological advances by, patents granted to, and new products developed by competitors or new and existing generic, prescription and/or OTC products that compete with products of Schering-Plough or the Merck/Schering-Plough cholesterol joint venture. In addition, it is possible that doctors, patients and providers may favor those products offered by competitors due to safety, efficacy, pricing or reimbursement characteristics, and as a result Schering-Plough will be unable to maintain its sales for such products.

     Competition from third parties may make it difficult for Schering-Plough to acquire or license new products or product candidates (regardless of stage of development) or to enter into such transactions on terms that permit Schering-Plough to generate a positive financial impact.

     Schering-Plough depends on acquisition and in-licensing arrangements as a source for new products. Opportunities for obtaining or licensing new products are limited, however, and securing rights to them typically requires substantial amounts of funding or substantial resource commitments. Schering-Plough competes for these opportunities against many other companies and third parties that have greater financial resources and greater ability to make other resource commitments. Schering-Plough may not be able to acquire or license new products, which could adversely impact Schering-Plough and its prospects. Schering-Plough may also have difficulty acquiring or licensing new products on acceptable terms. To secure rights to new products, Schering-Plough may have to make substantial financial or other resource commitments that could limit its ability to produce a positive financial impact from such transactions.

     Schering-Plough relies on third-party relationships for its key products, and the conduct and changing circumstances of such third parties may adversely impact the business.

     Schering-Plough has several relationships with third parties on which Schering-Plough depends for many of its key products. Very often these third parties compete with Schering-Plough or have interests that are not aligned with the interests of Schering-Plough. Notwithstanding any contracts Schering-Plough has with these third parties, Schering-Plough may not be able to control or influence the conduct of these parties, or the circumstances that affect them, either of which could adversely impact Schering-Plough.

     The relationships are long-standing and, as the third party’s work and Schering-Plough’s work evolves, priorities and alignments also change. At times new issues develop, that were not anticipated at the time contracts were negotiated. These new issues, and related uncertainties in the contracts, also can adversely impact Schering-Plough.

     Schering-Plough’s global operations expose Schering-Plough to additional risks, and any adverse event could have a material negative impact on results of operations.

     Schering-Plough operates in more than 120 countries, and the majority of Schering-Plough’s profit and cash flow is generated from international operations. Acquisitions, such as the recently announced purchase of Organon BioSciences, would further expand the size, scale and scope of its global operations. Risks, inherent in conducting a global business include:

• changes in medical reimbursement policies and programs and pricing restrictions in key markets;

• multiple regulatory requirements that could restrict Schering-Plough’s ability to manufacture and sell its products in key markets;

• trade protection measures and import or export licensing requirements;

• diminished protection of intellectual property in some countries; and

• possible nationalization and expropriation.

     In addition, 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.

     Schering-Plough is exposed to market risk from fluctuations in currency exchange rates and interest rates.

     Schering-Plough operates in multiple jurisdictions and as such, virtually all sales are denominated in currencies of the local jurisdiction. Additionally, Schering-Plough has entered and will enter into acquisition, licensing, borrowings or other financial transactions that may give rise to currency and interest rate exposure. Since Schering-Plough cannot, with certainty, foresee and mitigate against such adverse fluctuations, fluctuations in currency exchange rates and interest rates could negatively affect Schering-Plough’s results of operations and/or cash flows.

     In order to mitigate against the adverse impact of these market fluctuations, Schering-Plough will from time to time enter into hedging agreements. Schering-Plough has entered into two foreign currency options to partially mitigate the currency exchange rate risk on the Euro purchase price of the Organon BioSciences acquisition. While hedging agreements, such as currency options and interest rate swaps, limit some of the exposure to exchange rate and interest rate fluctuations, such attempts to mitigate these risks are costly and not always successful.

     Insurance coverage for product liability may be limited, cost prohibitive or unavailable.

     Schering-Plough maintains insurance coverage with such deductibles and self-insurance to reflect market conditions (including cost and availability) existing at the time it is written, and the relationship of insurance coverage to self-insurance varies accordingly. For certain products, third-party insurance may be cost prohibitive, available on limited terms or unavailable.

     Schering-Plough is subject to evolving and complex tax laws, which may result in additional liabilities that may affect results of operations.

     Schering-Plough is subject to evolving and complex tax laws in its jurisdictions. Significant judgment is required for determining Schering-Plough’s tax liabilities, and Schering-Plough’s tax returns are periodically examined by various tax authorities. Schering-Plough’s 1997-2006 tax returns remain open for examination by the IRS. Schering-Plough may be challenged by the IRS and other tax authorities on positions it has taken in its income tax returns. Although Schering-Plough believes that its accrual for tax contingencies is adequate for all open years, based on past experience, interpretations of tax law, and judgments about potential actions by tax authorities, due to the complexity of tax contingencies, the ultimate resolution of any tax matters may result in payments greater or less than amounts accrued.

     In addition, Schering-Plough may be impacted by changes in tax laws including tax rate changes, changes to the laws related to the remittance of foreign earnings, new tax laws and revised tax law interpretations in domestic and foreign jurisdictions.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press release dated October 22, 2007 titled “Schering-Plough Reports Financial Results for Third Quarter of 2007”

99.2 Supplemental Financial Data

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/ Steven H. Koehler
	Steven H. Koehler
	Vice President and Controller

Date: October 22, 2007

Exhibit Index

Exhibit
Number	Description
99.1	Press release dated October 22, 2007 titled “Schering-Plough Reports Financial Results for Third Quarter of 2007”
99.2	Supplemental Financial Data

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 THIRD QUARTER OF 2007

Solid Performance Continues in Third Quarter of 2007;
Company Prepares for Integration of Organon BioSciences

KENILWORTH, N.J., Oct. 22, 2007 — Schering-Plough Corporation (NYSE: SGP) today reported financial results for the third quarter of 2007 and commented on its planned acquisition of Organon BioSciences N.V. (OBS), which includes the Organon human health business and Intervet animal health business.

     “Schering-Plough has now recorded its 12th consecutive quarter of double-digit adjusted sales growth,” said Fred Hassan, chairman and CEO. “Schering-Plough’s long-term strategy continues to unfold. Our strategy to grow the top line, exercise financial discipline and expand our R&D pipeline again delivered strong results.”

     Added Hassan: “Our focus on building R&D excellence is beginning to bear fruit. With the upcoming acquisition of Organon BioSciences, we will have a total of 12 significant projects in Phase III — we will have a pipeline with a Phase III bulge. This, combined with relatively long exclusivity of our marketed product portfolio, puts Schering-Plough in a substantially stronger position in terms of its late-stage pipeline and portfolio than only four years ago,” said Hassan.

     For the 2007 third quarter, Schering-Plough reported net income available to common shareholders of $713 million or 45 cents per common share on a GAAP basis. Excluding acquisition-related items and an upfront R&D payment, earnings per share for the 2007 third quarter would have been 28 cents (see table below on page 13). For the 2006 third quarter, Schering-Plough reported net income of $287 million or 19 cents per common share on a GAAP basis.

     Net sales for the 2007 third quarter rose 9 percent on a GAAP basis and 12 percent on an adjusted basis versus the 2006 period. GAAP net sales for the 2007 third quarter totaled $2.8 billion; adjusted net sales, which includes an assumed 50 percent of global cholesterol joint venture net sales (see table below on page 12 and hereinafter referred to as “adjusted sales”) for the 2007

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third quarter would have totaled $3.5 billion compared to $3.1 billion on a similar adjusted basis in the 2006 third quarter. Schering-Plough does not record sales of its cholesterol joint venture with Merck & Co., Inc. (Merck), as the venture is accounted for under the equity method.

     Hassan noted that Schering-Plough’s expanding Phase III pipeline should provide important future strength. Schering-Plough recently advanced two compounds into Phase III trials — vicriviroc for HIV and a thrombin receptor antagonist (TRA) for atherothrombosis; both have been granted “fast track” designation by the U.S. Food and Drug Administration (FDA). The number of patients in clinical trials in 2007 has increased substantially versus 2006, and is expected to increase again next year. This level of expanded R&D is unequaled in the company’s history.

     As Schering-Plough advances in the Build the Base phase of its six- to eight-year Action Agenda, it has continued to resolve issues from the past — most recently, the dissolution in August 2007 of the FDA consent decree, first entered into in May 2002, by the U.S. District Court for the District of New Jersey (Newark).

     “This was an unprecedented and heroic achievement by our people,” said Hassan. “We are a company that stands out for injecting quality, compliance and business integrity into our DNA.”

Organon BioSciences Update

Since the March 12 announcement, Schering-Plough has made significant progress toward completing the acquisition of OBS from Akzo Nobel N.V. This includes gaining European Commission approval for the acquisition and completing most of its financing plan by securing nearly $9 billion in financing through a mix of equity and debt of varying maturities (3-30 years). The company has completed a customary consultative process with the OBS Works Council in the Netherlands in a positive manner, which will facilitate the transaction with Akzo Nobel.

     “The acquisition of Organon BioSciences will create a world-class human health business balanced by the diversification of a world-class animal health business, with its cash flow and strong operating margins,” said Hassan. “We will be focused relentlessly on doing the right things to realize the enormous long-term promise of this combination. This means focusing on top-line growth, advancing key R&D projects, continuing to achieve productivity gains across the company and forging a unified, high-performance culture.”

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     In connection with the European Commission clearance, Schering-Plough has agreed to divest certain animal health products in Europe. The divestitures are not expected to be material to the company’s financial results. Schering-Plough still needs to secure certain other regulatory approvals, including clearance from the U.S. Federal Trade Commission (FTC), and continues to expect the transaction to be completed by year-end 2007.

Third Quarter 2007 Results

For the 2007 third quarter, Schering-Plough reported net income available to common shareholders of $713 million or 45 cents per common share on a GAAP basis. Excluding acquisition-related items and an upfront R&D payment, earnings per share for the 2007 third quarter would have been 28 cents. The GAAP results include a favorable impact of 17 cents per share comprised of a net benefit of $294 million for acquisition-related items (primarily due to a mark-to-market gain on a currency option) and a charge of $20 million for an upfront licensing payment.

     For the 2006 third quarter, the company reported net income available to common shareholders of $287 million or 19 cents per common share on a GAAP basis.

     GAAP net sales for the 2007 third quarter totaled $2.8 billion, up 9 percent as compared to the third quarter of 2006. The sales growth reflects a 3 percent favorable impact from foreign exchange and a 2 percent unfavorable impact related to the reversal of accrued rebates in the 2006 third quarter for the TRICARE Retail Pharmacy Program in the United States.

     Global cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled $1.3 billion in the 2007 third quarter, a 26 percent increase compared to net sales of $1.0 billion in the comparable 2006 period. Schering-Plough does not record sales of its cholesterol joint venture with Merck as the venture is accounted for under the equity method. Including an adjustment of an assumed 50 percent of the global cholesterol joint venture net sales, Schering-Plough’s adjusted sales for the 2007 third quarter would have been $3.5 billion, a 12 percent increase, compared to $3.1 billion on a similar adjusted basis in the 2006 third quarter.

     Overall, Schering-Plough 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. Schering-Plough records its share of the income from operations in “Equity income from cholesterol joint venture,” which totaled $506 million in the

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2007 third quarter versus $390 million in the third quarter of 2006. Schering-Plough 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 its overall cost structure. There is a separate co-marketing agreement with Bayer for ZETIA in Japan, where the product was launched in June 2007.

     Sales of REMICADE increased 34 percent to $426 million in the third quarter of 2007 due to continued market growth and expanded use across indications. REMICADE is a treatment for inflammatory diseases that Schering-Plough markets in countries outside the United States (except in Japan and certain other Asian markets) for rheumatoid arthritis, early rheumatoid arthritis, ankylosing spondylitis, psoriatic arthritis, plaque psoriasis, Crohn’s disease, pediatric Crohn’s disease and ulcerative colitis.

     Global sales of NASONEX, an inhaled nasal corticosteroid for allergies, rose 10 percent to $242 million versus the 2006 period, due to increased sales in international markets.

     Sales of PEGINTRON for hepatitis C increased 7 percent to $221 million in the 2007 third quarter due to higher sales in Latin America and emerging markets across Europe, and tempered by lower sales in Japan and the United States.

     Sales of TEMODAR, a treatment for certain types of brain tumors, grew 20 percent to $215 million due primarily to increased sales across all geographic markets, including Japan, where the product was launched in September 2006. The growth rate for TEMODAR is expected to continue to moderate as significant penetration in U.S. and EU markets has already been achieved for this product.

     Global sales of CLARINEX, a nonsedating antihistamine, in the third quarter of both 2007 and 2006 were $171 million. Higher sales of CLARINEX in international markets were offset by lower sales in the United States. International sales of prescription CLARITIN were $83 million in the third quarter of 2007 compared to sales of $74 million in the third quarter of 2006.

     Among other prescription products posting higher sales in the 2007 third quarter was the antibiotic AVELOX, up 24 percent to $78 million, as a result of increased market share.

     Consumer Health Care sales were $273 million in the 2007 third quarter, up 5 percent versus the 2006 period. The increase was primarily due to sales of MiraLAX, which was launched in February 2007 as the first Rx-to-OTC switch in the laxative category in more than 30 years; higher sales of OTC CLARITIN; partially offset by a decline in sun care sales.

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     Animal Health sales increased 8 percent to $248 million, reflecting solid growth internationally, led by the poultry, companion animal, aquaculture and swine product lines, coupled with a positive impact from foreign currency exchange rates. The growth in international markets was tempered by a decline in the United States.

     Schering-Plough 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. As a result, Schering-Plough’s gross margin and ratios of selling, general and administrative (SG&A) expenses and R&D expenses as a percentage of sales do not reflect the benefit of the impact of the cholesterol joint venture’s operating results.

     On a GAAP basis, Schering-Plough’s gross margin was 67.1 percent for the 2007 third quarter as compared to 65.6 percent in the 2006 period.

     SG&A expenses were $1.3 billion in the third quarter of 2007, up 9 percent versus $1.2 billion in the prior-year period. SG&A in the third quarter of 2007 increased primarily due to increased promotional spending.

     Research and development spending for the 2007 third quarter increased to $669 million compared to $536 million in the third quarter of 2006. Included in R&D spending in the third quarter of 2007 was $20 million related to an upfront payment made for in-licensing acadesine, a Phase III cardiovascular agent for ischemia-reperfusion injury. The increase in R&D expenses was also due to higher spending for clinical trials and related activities, and investments to build greater breadth and capacity to support the dramatic expansion of Schering-Plough’s Phase III pipeline during the past 12 months.

Recent Developments

The company also offered the following summary of recent significant developments that have previously been announced, including:

• Reported results from a Phase II clinical trial showing that vicriviroc, the company’s investigational CCR5 antagonist, demonstrated potent and sustained viral suppression through 48 weeks of therapy in treatment-experienced HIV patients. (Announced July 24)

• Continued development of the company’s new Pharmaceutical Sciences Center in Summit, N.J. (Announced July 25)

• Announced the dissolution of the Consent Decree of Permanent Injunction by the U.S. District Court for the District of New Jersey (Newark). (Announced Aug. 2)

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• Completed three significant financing rounds in conjunction with the planned acquisition of Organon BioSciences N.V., including:

• a registered public offering of 57.5 million common shares (approximately $1.5 billion) and a registered public offering of $2.5 billion of mandatory convertible preferred stock (announced Aug. 9);

• a $1 billion 10-year U.S. bond offering and a $1 billion 30-year U.S. bond offering (announced Sept. 12); and

• a 1.5 billion Euro seven-year bond offering and a 500 million Euro three-year bond offering (announced Sept. 26).

• Schering-Plough/Merck Pharmaceuticals announced that a New Drug Application filing for loratadine/montelukast has been accepted by the FDA for standard review for treatment of allergic rhinitis symptoms in patients who want relief from nasal congestion. (Announced Aug. 28)

• Announced that all of Schering-Plough’s outstanding 6% mandatory convertible preferred stock issued in 2004 converted into shares of its common stock on Sept. 14, 2007. (Announced Sept. 13)

• Announced the initiation of two large Phase III clinical studies with vicriviroc, the company’s investigational CCR5 antagonist, administered once-daily in combination with an optimized background therapy in adult treatment-experienced HIV patients with R5-type virus only. (Announced Sept. 17)

• Reported that the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMEA) had issued a positive opinion recommending approval of combination therapy with PEGINTRON (peginterferon alfa-2b) and REBETOL (ribavirin) for retreating adult patients with chronic hepatitis C whose previous treatment with interferon alpha (pegylated or non-pegylated) and ribavirin combination therapy or interferon alpha monotherapy did not result in a sustained response. (Announced Sept. 24)

• Received approval from the European Commission for Schering-Plough’s planned acquisition of Organon BioSciences N.V. from Akzo Nobel N.V. (Announced Oct. 11)

• Provided an update on the clinical development program for boceprevir, the company’s investigational oral hepatitis C protease inhibitor. In a Phase II study in treatment-naïve hepatitis C patients, boceprevir combination therapy with PEGINTRON and REBETOL achieved a high rate of early virologic response. In a second study in treatment non-responders (the most difficult-to-treat patient population), while boceprevir combination therapy with PEGINTRON and REBETOL demonstrated antiviral activity, the majority of patients did not

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achieve a sustained virologic response (SVR). No increase in skin adverse events (rash) beyond what was seen in the control group was observed in these studies. (Announced Oct. 18)

Third Quarter 2007 Conference Call and Webcast

Schering-Plough will conduct a conference call today at 8 a.m. (EDT) to review the 2007 third quarter results. To listen live to the call, dial 1-877-565-9664 or 1-706-634-5003 and enter conference ID #17949276. A replay of the call will be available beginning later today through 5 p.m. on Nov. 19. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #17949276. 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 on Oct. 22 through 5 p.m. on Nov. 19.

DISCLOSURE NOTICE: The information in this press release, the comments of Schering-Plough officers during the earnings teleconference/webcast on Oct. 22, 2007, beginning at 8 a.m. (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 the company’s plans; its strategies; its progress under the Action Agenda and anticipated timing regarding future performance of the Action Agenda; business prospects; anticipated growth; timing and conditions of regulatory approvals and expected synergies related to the Organon BioSciences acquisition; prospective products or product approvals; trends in performance; anticipated timing of clinical trials and its impact on R&D spending; anticipated exclusivity periods; actions to enhance clinical, R&D, manufacturing and post-marketing systems; and the potential of certain products including VYTORIN and ZETIA. 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. Schering-Plough does not assume the obligation to update any forward-looking statement. A number of risks and uncertainties could cause results to differ materially from forward-looking statements, including, among other uncertainties, market forces; economic factors such as interest rate and exchange rate fluctuations;

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obtaining regulatory approvals and satisfaction of other customary closing conditions for the Organon BioSciences acquisition; the outcome of contingencies such as litigation and investigations; product availability; patent and other intellectual property protection; current and future branded, generic or over-the-counter competition; the regulatory process (including product approvals, labeling and post-marketing actions); and scientific developments relating to marketed products or pipeline projects. 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 Item 8.01 of the company’s 8-K filed today.

     Schering-Plough is a global science-based health care company with leading prescription, consumer and animal health 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 approximately 33,500 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 ended September 30 (unaudited):
(Amounts in millions, except per share figures)

	Third Quarter						Nine Months
	2007			2006			2007			2006
Net sales 1/	$	2,812		$	2,574		$	8,965		$	7,944
Cost of sales 2/		925			885			2,838			2,782
Selling, general and administrative		1,262			1,158			3,833			3,467
Research and development 3/		669			536			2,071			1,557
Other income, net 4/		(390	)		(37	)		(451	)		(89	)
Special and acquisition related charges 5/		20			10			32			90
Equity income from cholesterol joint venture		(506	)		(390	)		(1,483	)		(1,056	)
Income before income taxes		832			412			2,125			1,193
Income tax expense		82			103			272			275
Net income before cumulative effect of a change in accounting principle	$	750		$	309		$	1,853		$	918
Cumulative effect of a change in accounting principle, net of tax 6/		—			—			—			(22	)
Net income	$	750		$	309		$	1,853		$	940
Preferred stock dividends		37			22			80			65
Net income available to common shareholders	$	713		$	287		$	1,773		$	875
Diluted earnings per common share:
Earnings available to common shareholders before cumulative effect of a change in accounting principle 7/	$	0.45		$	0.19		$	1.15		$	0.57
Cumulative effect of a change in accounting principle, net of tax 6/		—			—			—			0.02
Diluted earnings per common share 7/	$	0.45		$	0.19		$	1.15		$	0.59
Average common shares outstanding — diluted		1,622			1,492			1,596			1,489

The company 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.

1/	Net sales for the third quarter and nine months ended September 30, 2006, includes $47 million and $24 million, respectively, related to the reversal of previously accrued rebate amounts for the U.S. Government’s TRICARE Retail Pharmacy Program that a U.S. Federal court ruled pharmaceutical manufacturers were not obligated to pay.
2/	Included in costs of sales for the three and nine months ended September 30, 2006 is $43 million and $101 million, respectively, related to the manufacturing changes announced on June 1, 2006.
3/	Research and development for the three months ended September 30, 2007 includes $20 million related to an upfront payment made for licensing of a product. Research and development for the nine months ended September 30, 2007 includes $176 million related to upfront payments made for licensing of products.
4/	Included in other income, net for the three and nine months ended September 30, 2007 are mark-to-market gains of $321 million and $289 million, respectively, from Euro denominated currency options related to the planned acquisition of Organon BioSciences. Also included in other income, net for both the three and nine months ended September 30, 2007 is $7 million of losses resulting from interest rate hedge contracts also related to the planned acquisition of Organon BioSciences.

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5/	Included in special and acquisition related charges for the three and nine months ended September 30, 2007 reflects $20 million and $32 million, respectively, related to the planned acquisition of Organon BioSciences. Included in special and acquisition related charges for the three and nine months ended September 30, 2006 is $10 million and $90 million, respectively, related to the manufacturing changes announced June 1, 2006.
6/	In the first quarter of 2006, Schering-Plough adopted the provisions of SFAS 123R. As a result of this adoption, Schering-Plough recognized a non-recurring cumulative effect adjustment of $22 million of income associated with Schering-Plough’s liability-based compensation plans.
7/	Diluted earnings per common share for the three month period ended September 30, 2007 is calculated using a numerator of $731 million, which is the arithmetic sum of net income available to common shareholders of $713 million plus dividends of $18 million related to the 2004 preferred stock which are dilutive, and a denominator of 1,622 which represents the average diluted shares outstanding for the third quarter of 2007. Diluted earnings per common share for the nine month period ended September 30, 2007 is calculated using a numerator of $1.834 billion, which is the arithmetic sum of net income available to common shareholders of $1.773 billion plus dividends of $61 million related to the 2004 preferred stock, and a denominator of 1,596 which represents the average diluted shares outstanding for the nine months ended September 30, 2007. The increase in average diluted shares outstanding in the three and nine months ended September 30, 2007 is due to the 2004 preferred stock being dilutive under accounting rules. The 2004 preferred stock was not dilutive for the three and nine months ended September 30, 2006. The 2007 preferred stock was not dilutive for the three and nine months ended September 30, 2007.

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SCHERING-PLOUGH CORPORATION

Report for the period ended September 30 (unaudited):

GAAP Net Sales by Key Product

(Dollars in millions)	Third Quarter							Nine Months
	2007		2006		%			2007		2006		%
GLOBAL PHARMACEUTICALS	$	2,291	$	2,087		10	%	$	7,209	$	6,350		14	%
REMICADE		426		317		34	%		1,193		902		32	%
NASONEX		242		221		10	%		821		691		19	%
PEGINTRON		221		206		7	%		672		629		7	%
TEMODAR		215		179		20	%		627		513		22	%
CLARINEX / AERIUS		171		171		—			625		557		12	%
CLARITIN RX		83		74		12	%		297		279		7	%
INTEGRILIN		78		82		(4	%)		241		244		(1	%)
AVELOX		78		63		24	%		269		201		34	%
CAELYX		64		52		23	%		191		156		22	%
INTRON A		61		57		7	%		176		180		(2	%)
REBETOL		60		72		(16	%)		206		237		(13	%)
SUBUTEX / SUBOXONE		55		51		8	%		163		152		7	%
PROVENTIL / ALBUTEROL CFC		52		45		16	%		166		148		12	%
ELOCON		40		36		11	%		119		108		10	%
ASMANEX		36		28		30	%		121		68		79	%
FORADIL		25		22		13	%		77		66		16	%
NOXAFIL		24		6		N/M			60		10		N/M
Other Pharmaceuticals		360		405		(11	%)		1,185		1,209		(2	%)
CONSUMER HEALTH CARE		273		259		5	%		1,012		918		10	%
OTC		162		138		17	%		521		440		18	%
OTC CLARITIN		104		95		9	%		368		318		16	%
Foot Care		92		92		—			272		270		1	%
Sun Care		19		29		(33	%)		219		208		6	%
ANIMAL HEALTH		248		228		8	%		744		676		10	%
CONSOLIDATED GAAP NET SALES a/	$	2,812	$	2,574		9	%	$	8,965	$	7,944		13	%

a/	Included in consolidated GAAP net sales for the three and nine month periods ended September 30, 2006 were approximately $47 million and $24 million, respectively, related to the reversal of previously accrued rebate amounts for the U.S. Government’s TRICARE Retail Pharmacy Program that a U.S. Federal court ruled pharmaceutical manufacturers were not obligated to pay.
	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.

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SCHERING-PLOUGH CORPORATION

Reconciliation of Non-U.S. GAAP Financial Measures

Adjusted net sales, defined as net sales plus an assumed 50 percent of global cholesterol joint venture net sales.

	Three months ended September 30
	(unaudited)
(Dollars in millions)	2007		2006		%
Net sales, as reported	$	2,812	$	2,574		9	%
50 percent of cholesterol joint venture net sales a/		639		505
Adjusted net sales b/	$	3,451	$	3,079		12	%

	Nine months ended September 30
	(unaudited)
(Dollars in millions)	2007		2006		%
Net sales, as reported	$	8,965	$	7,944		13	%
50 percent of cholesterol joint venture net sales a/		1,838		1,373
Adjusted net sales b/	$	10,803	$	9,317		16	%

a/	Total net sales of the cholesterol joint venture for the three months ended September 30, 2007 and 2006 were $1.3 billion and $1.0 billion, respectively. Total net sales of the cholesterol joint venture for the nine months ended September 30, 2007 and 2006 were $3.7 billion and $2.7 billion, respectively.
b/	Included in adjusted net sales for the three and nine month ended September 30, 2006 are approximately $60 million and $32 million, respectively, related to the reversal of previously accrued rebate amounts for the U.S. Government’s TRICARE Retail Pharmacy Program that a U.S. Federal court ruled pharmaceutical manufacturers were not obligated to pay.
	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 Schering-Plough’s overall business. Schering-Plough believes that this performance measure contributes to a more complete understanding by investors of the overall results of the company. Schering-Plough 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 Schering-Plough’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.

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SCHERING-PLOUGH CORPORATION

Reconciliation of Non-U.S. GAAP Financial Measures

Net income available to common shareholders and diluted earnings per common share, excluding specified items

	Three months ended						Nine months ended
	September 30, 2007 (unaudited)						September 30, 2007 (unaudited)
	Net income			Diluted			Net income			Diluted
	available to			earnings per			available to			earnings per
	common			common			common			common
(Dollars in millions)	shareholders			share (1)			shareholders			share (1)
As reported	$	713		$	0.45		$	1,773		$	1.15
Specified items
·    Upfront R&D payments		20			0.01			176			0.11
·    Acquisition-related items
Gain on currency option		(321	)					(289	)
Integration planning costs		20						32
Ineffective portion of interest rate swaps		7						7
Total acquisition-related items		(294	)		(0.18	)		(250	)		(0.16	)
Total specified items		(274	)		(0.17	)		(74	)		(0.05	)
Excluding specified items	$	439		$	0.28		$	1,699		$	1.10

1/

Diluted earnings per common share for the three month period ended September 30, 2007 is calculated using a numerator of $731 million, which is the arithmetic sum of net income available to common shareholders of $713 million plus dividends of $18 million related to the 2004 preferred stock which are dilutive, and a denominator of 1,622 which represents the average diluted shares outstanding for the third quarter of 2007. Diluted earnings per common share for the nine month period ended September 30, 2007 is calculated using a numerator of $1.834 billion, which is the arithmetic sum of net income available to common shareholders of $1.773 billion plus dividends of $61 million related to the 2004 preferred stock, and a denominator of 1,596 which represents the average diluted shares outstanding for the nine months ended September 30, 2007. The increase in average diluted shares outstanding in the three and nine months ended September 30, 2007 is due to the 2004 preferred stock being dilutive under accounting rules. The 2004 preferred stock was not dilutive for the three and nine months ended September 30, 2006. The 2007 preferred stock was not dilutive for the three and nine months ended September 30, 2007.

NOTE: Net income available to common shareholders and diluted earnings per common share, excluding specified items are non-U.S. GAAP measures used by management in evaluating the performance of Schering-Plough’s overall business. Upfront licensing payments and acquisition-related items have been excluded from net income available to common shareholders as Schering-Plough does not consider these charges to be indicative of continuing operating results. Schering-Plough believes that these performance measures contribute to a more complete understanding by investors of the overall results of the company. Net income available to common shareholders and diluted earnings per common share, as reported, are required to be presented under U.S. GAAP.

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EX-99.2

Exhibit 99.2

SCHERING-PLOUGH CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS
(Amounts in Millions, except EPS)
(Unaudited)

	2007														2006
	1st			2nd			3rd			4th	9			Full	1st			2nd			3rd			4th			9			Full			3rd Qtr			9 Mos.
	Qtr.			Qtr.			Qtr.			Qtr.	Mos.			Year	Qtr.			Qtr.			Qtr.			Qtr.			Mos.			Year			vs			vs
	$			$			$			$	$			$	$			$			$			$			$			$			3rd Qtr			9 Mos.
Net sales 1/		2,975			3,178			2,812				8,965				2,551			2,818			2,574			2,650			7,944			10,594			9	%		13	%
Cost of sales 2/		937			977			925				2,838				893			1,004			885			915			2,782			3,697			5	%		2	%
Gross profit		2,038			2,201			1,887				6,127				1,658			1,814			1,689			1,735			5,162			6,897			12	%		19	%
Selling, general and administrative		1,213			1,358			1,262				3,833				1,086			1,224			1,158			1,250			3,467			4,718			9	%		11	%
Research and development 3/		707			696			669				2,071				481			539			536			631			1,557			2,188			25	%		33	%
Other income, net 4/		(48	)		(16	)		(390	)			(451	)			(34	)		(19	)		(37	)		(46	)		(89	)		(135	)		*			*
Special and acquisition related charges 5/		1			11			20				32				—			80			10			12			90			102			*			*
Equity income from cholesterol joint venture		(487	)		(490	)		(506	)			(1,483	)			(311	)		(355	)		(390	)		(403	)		(1,056	)		(1,459	)		30	%		40	%
Income before income taxes		652			642			832				2,125				436			345			412			291			1,193			1,483			102	%		78	%
Income tax expense 6/		87			103			82				272				86			86			103			87			275			362			(20	%)		(1	%)
Net income before cumulative effect of a change in accounting principle		565			539			750				1,853				350			259			309			204			918			1,121			*			*
Cumulative effect of a change in accounting principle, net of tax		—			—			—				—				(22	)		—			—			—			(22	)		(22	)		*			*
Net income		565			539			750				1,853				372			259			309			204			940			1,143			*			*
Preferred stock dividends		22			22			37				80				22			22			22			22			65			86			*			*
Net income available to common shareholders		543			517			713				1,773				350			237			287			182			875			1,057			*			*
Diluted earnings per common share:
Earnings available to common shareholders before cumulative effect of a change in accounting principle 7/		0.36			0.34			0.45				1.15				0.22			0.16			0.19			0.12			0.57			0.69
Cumulative effect of a change in accounting principle, net of tax		—			—			—				—				0.02			—			—			—			0.02			0.02
Diluted earnings per common share 7/		0.36			0.34			0.45				1.15				0.24			0.16			0.19			0.12			0.59			0.71
Avg. shares outstanding- diluted		1,571			1,587			1,622				1,596				1,486			1,489			1,492			1,497			1,489			1,491
Actual shares outstanding		1,489			1,496			1,620				1,620				1,481			1,481			1,483			1,487			1,483			1,487
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	%
Cost of sales		31.5	%		30.7	%		32.9	%			31.7	%			35.0	%		35.6	%		34.4	%		34.5	%		35.0	%		34.9	%
Gross margin		68.5	%		69.3	%		67.1	%			68.3	%			65.0	%		64.4	%		65.6	%		65.5	%		65.0	%		65.1	%
Selling, general and administrative		40.8	%		42.7	%		44.9	%			42.8	%			42.6	%		43.4	%		45.0	%		47.2	%		43.6	%		44.5	%
Research and development		23.8	%		21.9	%		23.8	%			23.1	%			18.8	%		19.1	%		20.8	%		23.8	%		19.6	%		20.6	%
Income before income taxes		21.9	%		20.2	%		29.6	%			23.7	%			17.1	%		12.2	%		16.0	%		11.0	%		15.0	%		14.0	%
Net income		19.0	%		17.0	%		26.7	%			20.7	%			14.6	%		9.2	%		12.0	%		7.7	%		11.8	%		10.8	%

*	Not a meaningful percentage
	Note: The Company 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/	Net sales for the third quarter and nine months ended September 30, 2006, includes $47 million and $24 million, respectively, related to the reversal of previously accrued rebate amounts for the U.S. Government’s TRICARE Retail Pharmacy Program that a U.S. Federal court ruled pharmaceutical manufacturers were not obligated to pay
2/	Included in cost of sales for the three and nine months ended September 30, 2006 is $43 million and $101 million, respectively, related to the manufacturing changes announced June 1, 2006. Cost of sales for the twelve months ended December 31, 2006 included $146 million of inventory write-offs, accelerated depreciation and other charges related to the manufacturing changes.
3/	Research and development for the three months ended September 30, 2007 includes $20 million related to an upfront payment made for licensing of a product. Research and development for the nine months ended September 30, 2007 includes $176 million related to upfront payments made for licensing of products. Included in research and development for the twelve months ended December 31, 2006 is a $15 million payment for licensing of a product.
4/	Included in other income, net for the three and nine months ended September 30, 2007 is $321 million and $289 million, respectively, from mark-to-market gains on Euro denominated currency options related to the planned acquisition of Organon BioSciences. Also included in other income, net for the three and nine months ended September 30, 2007 is a $7 million loss resulting from interest rate hedge contracts also related to the planned acquisition of Organon Biosciences.
5/	For the three and nine months ended September 30, 2007, special and acquisition related charges comprised of integration planning activities related to Organon BioSciences in the amount of $20 million and $32 million, respectively.
	Special and acquisition related charges of $102 million for the twelve months ended December 31, 2006 include severance and fixed asset write-offs related to the manufacturing changes.
6/	Tax expense for all periods presented primarily relates to foreign tax expense as the Company did not recognize the benefit of U.S. tax operating losses.
7/	Diluted earnings per common share for the three month period ended September 30, 2007 is calculated using a numerator of $731 million, which is the arithmetic sum of net income available to common shareholders of $713 million plus dividends of $18 million related to the 2004 preferred stock which are dilutive, and a denominator of 1,622 which represents the average diluted shares outstanding for the third quarter of 2007. Diluted earnings per common share for the nine month period ended September 30, 2007 is calculated using a numerator of $1.834 billion, which is the arithmetic sum of net income available to common shareholders of $1.773 billion plus dividends of $61 million, and a denominator of 1,596 which represents the average diluted shares outstanding for the nine months ended September 30, 2007. The increase in average diluted shares outstanding in the three and nine months ended September 30, 2007 is due to the 2004 preferred stock being dilutive under accounting rules. The 2004 preferred stock was not dilutive for the three and nine months ended September 30, 2006. The 2007 preferred stock was not dilutive for the three and nine months ended September 30, 2007.

All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 1

SCHERING-PLOUGH CORPORATION
ANALYSIS OF NET SALES AND ADJUSTED NET SALES
(Dollars in Millions)

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full		3rd Qtr			9 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year		vs			vs
	$		$		$		$	$		$	$		$		$		$		$		$		3rd Qtr			9 Mos.
Cholesterol Joint Venture:		1,150		1,248		1,277			3,676			778		958		1,010		1,082		2,747		3,829		26	%		34	%
U.S.		897		958		969			2,824			634		784		820		852		2,239		3,091		18	%		26	%
International		253		290		308			852			144		174		190		230		508		738		62	%		68	%
50% of Cholesterol Joint Venture:		575		624		639			1,838			389		479		505		541		1,373		1,915		26	%		34	%
Prescription Pharma:		2,398		2,520		2,291			7,209			2,032		2,230		2,087		2,211		6,350		8,561		10	%		14	%
U.S.		802		771		709			2,282			656		718		733		800		2,108		2,908		(3	%)		8	%
International		1,596		1,749		1,582			4,927			1,376		1,512		1,354		1,411		4,242		5,653		17	%		16	%
Consumer Health Care		345		394		273			1,012			311		349		259		205		918		1,123		5	%		10	%
Animal Health:		232		264		248			744			208		239		228		234		676		910		8	%		10	%
U.S.		58		58		63			179			57		62		72		50		191		240		(12	%)		(6	%)
International		174		206		185			565			151		177		156		184		485		670		18	%		16	%
Consolidated GAAP Net Sales:		2,975		3,178		2,812			8,965			2,551		2,818		2,574		2,650		7,944		10,594		9	%		13	%
U.S.		1,179		1,195		1,028			3,402			999		1,103		1,047		1,043		3,149		4,192		(2	%)		8	%
International		1,796		1,983		1,784			5,563			1,552		1,715		1,527		1,607		4,795		6,402		17	%		16	%
Adjusted Net Sales:		3,550		3,802		3,451			10,803			2,940		3,297		3,079		3,191		9,317		12,509		12	%		16	%

     All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 2

SCHERING-PLOUGH CORPORATION
CHOLESTEROL FRANCHISE NET SALES
(Dollars in Millions)

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full		3rd Qtr			9 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year		vs			vs
	$		$		$		$	$		$	$		$		$		$		$		$		3rd Qtr			9 Mos.
Global ZETIA: 1/		544		605		606			1,755			415		474		501		535		1,390		1,925		21	%		26	%
U.S.		408		424		443			1,275			315		363		389		405		1,067		1,472		14	%		19	%
International		136		181		163			480			100		111		112		130		323		453		45	%		49	%
Global VYTORIN: 1/		616		683		684			1,984			371		491		517		554		1,379		1,933		32	%		44	%
U.S.		489		534		526			1,549			319		421		431		448		1,172		1,619		22	%		32	%
International		127		149		158			435			52		70		86		106		207		314		85	%		110	%
Global Cholesterol: 1/ 2/		1,160		1,288		1,290			3,739			786		965		1,018		1,089		2,769		3,858		27	%		35	%
U.S.		897		958		969			2,824			634		784		820		852		2,239		3,091		18	%		26	%
International		263		330		321			915			152		181		198		237		530		767		62	%		73	%

1/

Substantially all sales of cholesterol products are not included in Schering-Plough’s net sales. Global franchise sales include sales under the Merck/Schering-Plough joint venture, plus any sales that are not part of the joint venture, such as Schering-Plough sales of cholesterol products in Latin America and Japan. In Japan, Schering-Plough co-markets Zetia with Bayer HealthCare. Zetia was launched in Japan in June 2007. In the third quarter of 2007 and 2006, sales in non-joint venture territories of the cholesterol franchise totaled $13 million and $8 million, respectively. For the first nine months of 2007 and 2006, sales in non-joint venture territories of the cholesterol franchise totaled $63 million and $22 million, respectively.

2/

Global cholesterol franchise sales for the third quarter and nine-months ended September 30, 2006 includes approximately $24 million and $15 million, respectively, related to the reversal of previously accrued rebate amounts for a U.S. Government prescription pharmaceutical program (the “TRICARE Retail Pharmacy Program”) that a U.S. Federal court ruled pharmaceutical manufacturers are not obligated to pay.

The results of the operation of the joint venture are reflected in equity income. As a result, Schering-Plough’s gross margin and ratios of selling, general and administrative expenses and R&D expenses as a percentage of sales do not reflect the benefit of the impact of the cholesterol joint venture’s operating results.

Schering-Plough utilizes the equity method of accounting for the joint venture. The cholesterol agreements provide for the sharing of operating income 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 million of annual ZETIA sales. Above $300 million of annual ZETIA sales, the companies share profits equally. Schering-Plough’s allocation of joint venture income is increased by milestones earned. Further, either company’s share of the joint venture’s operating income is subject to a reduction if the either company fails to perform a specified minimum number of physician details in a particular country. The companies agree annually to the minimum number of physician details by country.

     All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 3

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

	Global Prescription Pharma							U.S.							International
	2007		2006					2007		2006					2007		2006
	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:		2,291		2,087		10	%		709		733		(3	%)		1,582		1,354		17	%
REMICADE		426		317		34	%		—		—		—			426		317		34	%
NASONEX		242		221		10	%		153		153		—			89		68		32	%
PEGINTRON		221		206		7	%		46		51		(10	%)		175		155		13	%
TEMODAR		215		179		20	%		79		72		10	%		136		107		27	%
CLARINEX / AERIUS		171		171		—			83		98		(15	%)		88		73		19	%
CLARITIN RX		83		74		12	%		—		—		—			83		74		12	%
INTEGRILIN		78		82		(4	%)		73		78		(5	%)		5		4		16	%
AVELOX		78		63		24	%		78		63		24	%		—		—		—
CAELYX		64		52		23	%		—		—		—			64		52		23	%
INTRON A		61		57		7	%		29		28		4	%		32		29		10	%
REBETOL		60		72		(16	%)		1		—		N/M			59		72		(18	%)
SUBUTEX / SUBOXONE		55		51		8	%		—		—		—			55		51		8	%
PROVENTIL / ALBUTEROL CFC		52		45		16	%		52		45		16	%		—		—		—
ELOCON		40		36		11	%		—		1		N/M			40		35		14	%
ASMANEX		36		28		30	%		34		26		32	%		2		2		—
FORADIL		25		22		13	%		24		22		11	%		1		—		N/M
NOXAFIL		24		6		N/M			8		2		N/M			16		4		N/M

     All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 4

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

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full		3rd Qtr			9 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year		vs			vs
	$		$		$		$	$		$	$		$		$		$		$		$		3rd Qtr			9 Mos.
Global Prescription Pharm:		2,398		2,520		2,291			7,209			2,032		2,230		2,087		2,211		6,350		8,561		10	%		14	%
REMICADE		373		394		426			1,193			278		307		317		337		902		1,240		34	%		32	%
NASONEX		284		295		242			821			229		242		221		253		691		944		10	%		19	%
PEGINTRON		217		234		221			672			196		226		206		208		629		837		7	%		7	%
TEMODAR		196		216		215			627			163		171		179		189		513		703		20	%		22	%
CLARINEX / AERIUS		204		250		171			625			160		226		171		164		557		722		—			12	%
CLARITIN RX		112		102		83			297			101		104		74		78		279		356		12	%		7	%
INTEGRILIN		84		78		78			241			80		82		82		85		244		329		(4	%)		(1	%)
AVELOX		115		75		78			269			80		58		63		103		201		304		24	%		34	%
CAELYX		62		65		64			191			51		53		52		49		156		206		23	%		22	%
INTRON A		60		55		61			176			60		64		57		57		180		237		7	%		(2	%)
REBETOL		71		74		60			206			78		86		72		75		237		311		(16	%)		(13	%)
SUBUTEX / SUBOXONE		56		52		55			163			48		53		51		51		152		203		8	%		7	%
PROVENTIL / ALBUTEROL CFC		53		61		52			166			41		63		45		55		148		203		16	%		12	%
ELOCON		36		43		40			119			34		38		36		33		108		141		11	%		10	%
ASMANEX		43		42		36			121			20		20		28		36		68		103		30	%		79	%
FORADIL		26		26		25			77			21		23		22		28		66		94		13	%		16	%
NOXAFIL		16		20		24			60			2		3		6		10		10		19		N/M			N/M

     All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 5

SCHERING-PLOUGH CORPORATION
U.S. PHARMACEUTICAL SALES — KEY PRODUCT NET SALES
(Dollars in Millions)

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full		3rd Qtr			9 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year		vs			vs
	$		$		$		$	$		$	$		$		$		$		$		$		3rd Qtr			9 Mos.
Total U.S. Pharm:		802		771		709			2,282			656		718		733		800		2,108		2,908		(3	%)		8	%
NASONEX		177		175		153			505			144		144		153		171		441		611		—			15	%
PEGINTRON		49		46		46			141			43		57		51		49		152		201		(10	%)		(7	%)
TEMODAR		74		79		79			233			67		72		72		74		212		286		10	%		10	%
CLARINEX / AERIUS		91		106		83			280			70		97		98		94		264		358		(15	%)		6	%
INTEGRILIN		80		73		73			227			76		78		78		81		231		312		(5	%)		(2	%)
AVELOX		115		75		78			269			80		58		63		103		201		304		24	%		34	%
INTRON A		31		28		29			88			30		33		28		29		91		120		4	%		(3	%)
PROVENTIL / ALBUTEROL CFC		53		61		52			166			41		63		45		55		148		203		16	%		12	%
ELOCON		—		—		—			1			—		1		1		1		3		3		N/M			N/M
ASMANEX		40		39		34			114			18		18		26		33		62		94		32	%		85	%
FORADIL		25		25		24			74			20		22		22		27		64		91		11	%		15	%
NOXAFIL		6		7		8			21			—		—		2		3		2		4		N/M			N/M

All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 6

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

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full		3rd Qtr			9 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year		vs			vs
	$		$		$		$	$		$	$		$		$		$		$		$		3rd Qtr			9 Mos.
Total International Pharm:		1,596		1,749		1,582			4,927			1,376		1,512		1,354		1,411		4,242		5,653		17	%		16	%
REMICADE		373		394		426			1,193			278		307		317		337		902		1,240		34	%		32	%
NASONEX		107		120		89			316			85		98		68		82		250		333		32	%		26	%
PEGINTRON		168		188		175			531			153		169		155		159		477		636		13	%		11	%
TEMODAR		122		137		136			394			96		99		107		115		301		417		27	%		31	%
CLARINEX / AERIUS		113		144		88			345			90		129		73		70		293		364		19	%		18	%
CLARITIN RX		112		102		83			297			101		104		74		78		279		356		12	%		7	%
INTEGRILIN		4		5		5			14			4		4		4		4		13		17		16	%		13	%
CAELYX		62		65		64			191			51		53		52		49		156		206		23	%		22	%
INTRON A		29		27		32			88			30		31		29		28		89		117		10	%		(2	%)
REBETOL		71		73		59			204			76		84		72		73		233		306		(18	%)		(13	%)
SUBUTEX / SUBOXONE		56		52		55			163			48		53		51		51		152		203		8	%		7	%
ELOCON		36		43		40			118			34		37		35		32		105		138		14	%		13	%
ASMANEX		3		3		2			7			2		2		2		3		6		9		—			18	%
NOXAFIL		10		13		16			39			2		3		4		7		8		15		N/M			N/M

All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 7

SCHERING-PLOUGH CORPORATION
GLOBAL CONSUMER HEALTH CARE
NET SALES ANALYSIS
(Dollars in Millions)

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full		3rd Qtr			9 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year		vs			vs
	$		$		$		$	$		$	$		$		$		$		$		$		3rd Qtr			9 Mos.
Consumer Health Care:		345		394		273			1,012			311		349		259		205		918		1,123		5	%		10	%
OTC:		177		182		162			521			153		149		138		118		440		558		17	%		18	%
OTC Claritin		127		137		104			368			111		111		95		72		318		390		9	%		16	%
Other OTC		50		45		58			153			42		38		43		46		122		168		35	%		25	%
Foot Care		78		102		92			272			83		96		92		73		270		343		—			1	%
Sun Care		90		110		19			219			75		104		29		14		208		222		(33	%)		6	%

     All figures rounded. Totals may not add due to rounding. Percentages based on unrounded figures.

Page 8

SCHERING-PLOUGH CORPORATION
CONSOLIDATED OPERATIONS DATA
(Dollars in Millions)
(Unaudited)

	2007										2006
	1st		2nd		3rd		4th	9		Full	1st		2nd		3rd		4th		9		Full
	Qtr.		Qtr.		Qtr.		Qtr.	Mos.		Year	Qtr.		Qtr.		Qtr.		Qtr.		Mos.		Year
	$		$		$		$	$		$	$		$		$		$		$		$
Geographic net sales
U.S.		1,179		1,195		1,028			3,402			999		1,103		1,047		1,043		3,149		4,192
Europe and Canada		1,215		1,343		1,199			3,758			1,046		1,206		1,044		1,107		3,296		4,403
Latin America		311		327		324			961			260		248		233		249		741		990
Asia Pacific		270		313		261			844			246		261		250		251		758		1,009
Consolidated net sales		2,975		3,178		2,812			8,965			2,551		2,818		2,574		2,650		7,944		10,594

	2007														2006
	1st			2nd			3rd			4th	9			Full	1st			2nd			3rd			4th			9			Full
	Qtr.			Qtr.			Qtr.			Qtr.	Mos.			Year	Qtr.			Qtr.			Qtr.			Qtr.			Mos.			Year
	$			$			$			$	$			$	$			$			$			$			$			$
Other income, net
Interest income		(82	)		(86	)		(117	)			(283	)			(68	)		(69	)		(77	)		(83	)		(214	)		(297	)
Interest expense		37			39			45				120				46			45			40			41			131			172
(Gain)/loss on fair value of foreign currency option		(3	)		35			(321	)			(289	)			—			—			—			—			—			—
Ineffective portion of interest rate swaps		—			—			7				7
Foreign exchange (gains)/losses		—			(3	)		(4	)			(6	)			—			5			—			(4	)		6			2
Other (income)/ expense		—			(1	)		—				—				(12	)		—			—			—			(12	)		(12	)
Total — Other income, net		(48	)		(16	)		(390	)			(451	)			(34	)		(19	)		(37	)		(46	)		(89	)		(135	)

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

Alex Kelly	908-298-7450
Robyn Brown	908-298-7417

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