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): February 12, 2008

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 2007 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

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 February 12, 2008, beginning at 8 a.m. (EST), 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 markets 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 depends largely 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 affects 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, generic or 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 competition from multiple generic cholesterol products. The FDA has held a public meeting to solicit comment on making certain prescription drugs available “behind-the-counter” without a prescription and continues to study this scenario. 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 competition could have an adverse result on sales and profitability.

     Negative publicity surrounding the release of top line results from the ENHANCE study may also negatively affect the cholesterol franchise. That study was a randomized 24 month trial comparing simvastatin (Zocor) 80 mg with simvastatin 80 mg plus ezetimibe (ZETIA) 10 mg in patients with familial hypercholesterolemia. The study did not show any statistically significant difference in carotid intima media thickness between subjects in the two treatment arms.

     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 successful development and marketing of new products, which are subject to substantial risks.

     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. U.S. patents relating to Schering-Plough’s significant products are of material importance to Schering-Plough. Upon the expiration or the successful challenge of Schering-Plough’s patents covering a product, competitors may introduce lower-priced generic or similar branded versions of that product, which may include Schering-Plough’s well-established products.

     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, not infringed or unenforceable. 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. 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. 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). Generic entry may result in the loss of a significant portion of sales or downward pressures on the prices at which Schering-Plough offers formerly patented products. Please refer to “Legal Proceedings” in Schering-Plough’s 10-K and 10-Qs for descriptions of pending intellectual property litigation.

     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., potential U.S. legislation relating to patent reform, as well as 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 determination by a court that the patent is not infringed, invalid, and/or unenforceable. Such an adverse determination could lead to a loss of market exclusivity. An adverse result in a patent dispute involving patents held by a third party may lead to a determination by a court that the patent is infringed, valid, and enforceable. Such an adverse determination may preclude the commercialization of Schering-Plough’s products through injunctive relief, and/or may lead to significant financial damages for past and ongoing infringement. Due to the uncertainty surrounding patent litigation, parties may settle patent disputes by obtaining a license under mutually agreeable terms in order to decrease risk of an interruption in manufacturing and/or marketing of its products.

     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. 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.

     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.

     Through the acquisition of Organon BioSciences, Schering-Plough acquired marketed products and pipeline projects in therapeutic areas not currently covered by Schering-Plough’s existing marketed products portfolio and pipeline projects, including women’s health and fertility, anesthesia, and neuroscience, each of which carry unique risks and uncertainties which could have a negative impact on future results of operations.

     With its acquisition of Organon BioSciences, Schering-Plough acquired products in additional therapeutic areas. Each therapeutic area presents a different risk profile, including different benefits and safety issues that must be balanced by Schering-Plough and the regulators as various R&D and marketing decisions are made; unique product liability risks; different patient and prescriber priorities; and different societal pressures. While adding new therapeutic areas may strengthen the business by increasing sales and profits; making the combined company more relevant to patients and prescribers; and diversifying enterprise risk across more areas, such positives may not outweigh the additional risk in a particular therapeutic area or could result in unanticipated costs that could be material.

     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 prescribers’ 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 that 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. Further, 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.

     Congress and certain states have initiated investigations into the timing and disclosure of the ENHANCE clinical trial and related events, as well as the timing of certain stock sales by one executive officer, Carrie Cox.

     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 (including recently initiated litigation relating to the timing and disclosure of the ENHANCE clinical trial), 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 Schering-Plough’s 10-K and 10-Qs 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.

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

     Developments following regulatory approval may adversely affect sales of 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 completed purchase of Organon BioSciences, further expanded 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.

     The integration of the businesses of Schering-Plough and Organon BioSciences to create a combined company is a complex process and may be subject to unforeseen developments, which could impact anticipated cost savings from synergies, expected accretion to earnings and results of future operations.

     As the two companies are combined, the workforces of Schering-Plough and Organon BioSciences will continue to face uncertainties until the completion of the integration phase. Although substantial efforts are being made to complete the integration phase as quickly as possible, it is difficult to predict how long the integration phase will last.

     The workforces of both companies are learning to use new processes as work is integrated and streamlined. Further, for those employees of the new combined company who have not in the past worked for a U.S.-based global company, the applicable regulatory requirements are different in a number of respects. While substantial efforts are being made to facilitate smooth execution of integration including thorough training and transparent and motivational employee communications - there may be an increased risk of slower execution of various work processes, repeated execution to achieve quality standards and reputational harm in the event of a compliance failure with new and complex regulatory requirements, even if such a failure were inadvertent. Any such events could have an adverse impact on anticipated cost savings from synergies, anticipated accretion to earnings from the transaction and the results of future operations.

     The acquisition of Organon BioSciences expanded Schering-Plough’s animal health business worldwide, which increases the risk that negative events in the animal health industry could have a negative impact on future results of operations.

     Through the acquisition of Organon BioSciences’ animal health businesses, Schering-Plough’s global animal health business is now a more significant business segment. The combined company’s future sales of key animal health products could be adversely impacted by a number of risk factors including certain that are specific to the animal health business. For example, the outbreak of disease carried by animals, such as Bovine Spongiform Encephalopathy (“BSE”) or mad cow disease, could lead to their widespread death and precautionary destruction as well as the reduced consumption and demand for animals, which could adversely impact Schering-Plough’s results of operations. Also, the outbreak of any highly contagious diseases near Schering-Plough’s main production sites could require Schering-Plough to immediately halt production of vaccines at such sites or force Schering-Plough to incur substantial expenses in procuring raw materials or vaccines elsewhere. As the animal health segment of Schering-Plough’s business becomes more significant, the impact of any such events on future results of operations would also become more significant.

     The acquisition of Organon BioSciences increased Schering-Plough’s biologics human and animal health product offerings, including animal health vaccines. Biologics carry unique risks and uncertainties, which could have a negative impact on future results of operations.

     The successful development, testing, manufacturing and commercialization of biologics, particularly human and animal health vaccines, is a long, expensive and uncertain process. There are unique risks and uncertainties with biologics, including:

• There may be limited access to and supply of normal and diseased tissue samples, cell lines, pathogens, bacteria, viral strains and other biological materials. In addition, government regulations in multiple jurisdictions such as the U.S. and European states within the E.U., could result in restricted access to, or transport or use of, such materials. If Schering-Plough loses access to sufficient sources of such materials, or if tighter restrictions are imposed on the use of such materials, Schering-Plough may not be able to conduct research activities as planned and may incur additional development costs.

• The development, manufacturing and marketing of biologics are subject to regulation by the FDA, the European Medicines Agency and other regulatory bodies. These regulations are often more complex and extensive than the regulations applicable to other pharmaceutical products. For example, in the U.S., a Biologics License Application, including both preclinical and clinical trial data and extensive data regarding the manufacturing procedures, is required for human vaccine candidates and FDA approval for the release of each manufactured lot.

• Manufacturing biologics, especially in large quantities, is sometimes complex and may require the use of innovative technologies to handle living micro-organisms. Manufacturing biologics requires facilities specifically designed for and validated for this purpose, and sophisticated quality assurance and quality control procedures are necessary. Slight deviations anywhere in the manufacturing process, including filling, labeling, packaging, storage and shipping and quality control and testing, may result in lot failures, product recalls or spoilage.

• Biologics are frequently costly to manufacture because production ingredients are derived from living animal or plant material, and most biologics cannot be made synthetically. In particular, keeping up with the demand for vaccines may be difficult due to the complexity of producing vaccines.

• The use of biologically derived ingredients can lead to allegations of harm, including infections or allergic reactions, or closure of product facilities due to possible contamination. Any of these events could result in substantial costs.

     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. 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.

     With the acquisition of OBS’s Organon (human pharmaceutical) and Intervet (animal health) businesses, the main tax risks are correspondingly centered in the Netherlands, where management, intellectual property, and beneficial rights as well as product liability have been predominantly centered. The tax position for both Organon and Intervet in the Netherlands has been closed through 2005. The period post 2005 up to the acquisition date is subject to tax indemnity issued to Schering-Plough by OBS’s former parent company, Akzo Nobel, under the Share Purchase Agreement, executed November 19, 2007. See Exhibit 10.1 to Schering-Plough’s 8-K filed October 2, 2007.

     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 February 12, 2008 titled “Schering-Plough Reports Financial Results for 2007 Fourth Quarter, Full Year”
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: February 12, 2008

Exhibit Index

Exhibit Number		Description
	99.1	Press release dated February 12, 2008 titled “Schering-Plough Reports Financial Results for 2007 Fourth Quarter, Full Year”
	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
		Robyn Brown
		(908) 298-7436

SCHERING-PLOUGH REPORTS FINANCIAL RESULTS
FOR 2007 FOURTH QUARTER, FULL YEAR

Company Records Strong Performance in 2007 and Notes Achievements over 4-year Period,
Progressing with Integration of Organon BioSciences, Preparing for Challenges of 2008

KENILWORTH, N.J., Feb. 12, 2008 — Schering-Plough Corporation (NYSE: SGP) today reported financial results for the 2007 fourth quarter and full year, and commented on its ongoing integration of Organon BioSciences N.V. (OBS), which was acquired in November 2007 and includes the Organon human health business and Intervet animal health business.

          “Schering-Plough delivered another strong performance in both the fourth quarter and full year of 2007,” said Fred Hassan, chairman and CEO. “We continued the remarkable transformation that began in 2003. On track with our Action Agenda, we grew the top line, built greater diversity in our business portfolio, improved our financial strength and cash flows, and established R&D as an engine for future growth. Our acquisition of Organon BioSciences was a substantial strategic achievement. Today, we are a much stronger and more diverse company than ever before, and we are better positioned to deal with the new challenges confronting us in 2008.”

          For the 2007 fourth quarter on a GAAP basis, due to purchase accounting adjustments, Schering-Plough reported a net loss available to common shareholders of $3.4 billion or $2.08 per common share. Earnings per common share for the 2007 fourth quarter would have been 27 cents, excluding purchase accounting adjustments and acquisition-related items for the OBS acquisition (closed Nov. 19, 2007) and other specified items (see table below on page 13). For the 2006 fourth quarter, Schering-Plough reported net income of $182 million or 12 cents per common share on a GAAP basis and 17 cents per common share when excluding other specified items.

          GAAP net sales for the 2007 fourth quarter totaled $3.7 billion as compared to $2.7 billion in the fourth quarter of 2006. Adjusted net sales (GAAP net sales plus an assumed 50 percent of global cholesterol joint venture net sales — see table below on page 19 and hereinafter referred to as “adjusted sales”) would have totaled $4.4 billion. Schering-Plough does not

2

record sales of its cholesterol joint venture with Merck & Co., Inc. (Merck), as the venture is accounted for under the equity method.

          The 2007 full year was significant for many important achievements:

• Completing the acquisition of Organon BioSciences N.V. for approximately 11 billion euro, thus adding new categories — women’s health and anesthesia/psychiatry — and making Schering-Plough one of the world’s leading animal health companies;

• Growing cholesterol franchise sales to $5.2 billion in 2007, with U.S. sales up 26 percent and international sales up 70 percent;

• Growing sales by double digits in each major customer segment — Prescription Pharmaceuticals, Consumer Health Care and Animal Health;

• Gaining strength in global markets, with sales in international markets representing more than 60 percent of total GAAP net sales;

• Continuing to expand the company’s businesses with new products and indications while extending its presence in fast-growing emerging markets, such as China, Brazil and Russia;

• Strengthening the research pipeline with new compounds and by advancing development to Phase III of such agents as a thrombin receptor antagonist (TRA) for atherothrombosis and vicriviroc for HIV; both are among the company’s four compounds designated “fast track” by the U.S. Food and Drug Administration (FDA); and

• Filing regulatory submissions for important new agents and indications, which now include sugammadex and asenapine from Organon.

          “Schering-Plough now has four full years of accomplishments since we began this transformation,” said Hassan. “In that time, we also brought a new culture to the company — focused on meeting the needs of our customers and patients, and founded on a commitment to quality, compliance and business integrity.”

          Hassan continued: “As we begin 2008, new challenges have emerged, especially the initial reaction to the ENHANCE trial. We and our joint venture partner Merck acted with integrity and good faith with respect to that trial. We stand behind VYTORIN and ZETIA, behind the validity of the science, and behind our commitment to doing what’s right for patients and physicians.”

          The company noted that the pharmaceutical industry continues to be subject to ever-more critical scrutiny, where events can be mischaracterized and drive amplified reactions. The company believes that new scientific data are best presented and discussed at appropriate scientific and medical forums.

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          Medical experts and health advisory groups have long recognized high LDL cholesterol as a significant cardiovascular risk factor and recommended increasingly aggressive treatment of high cholesterol for certain patients. While it is too early to tell the impact of the ENHANCE trial results on the cholesterol business, lowering LDL cholesterol, along with healthy diet and lifestyle changes, remains the cornerstone of lipid treatment for patients at risk for heart disease. Clinical studies have demonstrated that VYTORIN lowered patients’ LDL cholesterol more than rosuvastatin, atorvastatin and simvastatin at the doses studied and was able to get more patients to their goal.

OBS Integration
The company reviewed progress in the integration of OBS since the transaction closed in November 2007.

          “The strategic soundness of this combination is clear and the benefits are becoming increasingly evident,” said Hassan. “We broaden our human therapeutic product lines to reach important new customers and patients, strengthen our R&D pipeline and capabilities, and gain greater balance and diversification with a world-class animal health business.” He noted that the integration of OBS is progressing well. An over-arching integration plan is in place, and the company is on track to deliver on it.

          The company reiterated that it is still targeting the same accretion and synergy targets as stated when the OBS acquisition was announced March 12, 2007: that the OBS transaction is anticipated to be accretive to Schering-Plough’s stand-alone earnings per share by about 10 cents in the first full year, excluding purchase-accounting adjustments and acquisition-related costs; and annual synergies of $500 million are expected to be achieved by three years from the date of closing.

Fourth Quarter 2007 Results
For the 2007 fourth quarter, due to purchase accounting adjustments, Schering-Plough reported a net loss available to common shareholders of $3.4 billion or $2.08 per common share on a GAAP basis. Earnings per common share for the 2007 fourth quarter would have been 27 cents, excluding purchase accounting adjustments and acquisition-related items for the OBS acquisition and other specified items. For the 2006 fourth quarter, Schering-Plough reported net

4

income available to common shareholders of $182 million or 12 cents per common share on a GAAP basis and 17 cents per common share excluding other specified items.

          GAAP net sales for the 2007 fourth quarter totaled $3.7 billion, up 41 percent, as compared to the fourth quarter of 2006. Sales for the quarter included $626 million of OBS net sales related to the period subsequent to the acquisition closing date. In addition, the sales growth, on a GAAP basis, reflects a 7 percent favorable impact from foreign exchange.

          Global cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled $1.4 billion in the 2007 fourth quarter. 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 fourth quarter would have been $4.4 billion.

          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,” which totaled $566 million in the 2007 fourth quarter, an increase of 40 percent versus $403 million in the fourth 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” 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 Global Pharmaceuticals for the 2007 fourth quarter totaled $3.0 billion. Included in the fourth quarter of 2007 are $409 million of net sales related to Organon, the OBS human health business.

          Sales of REMICADE increased 35 percent to $455 million in the fourth 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 7 percent to $271 million versus the 2006 period, due to increased sales in international markets, partially offset by a decline in sales in the United States.

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          Sales of PEGINTRON for hepatitis C increased 15 percent to $239 million in the 2007 fourth 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 23 percent to $234 million due to increased sales across geographic regions, including Japan, where the product was launched in September 2006.

          Sales of OBS human pharmaceutical products for the period Nov. 19 through Dec. 31, 2007, include $57 million for FOLLISTIM, a fertility treatment, and $45 million for NUVARING, a contraceptive product.

          Global sales of CLARINEX, a nonsedating antihistamine, in the fourth quarter of 2007 were $174 million, up 6 percent as compared to sales of $164 million in the fourth quarter of 2006. Higher sales of CLARINEX in international markets were partially offset by lower sales in the United States. International sales of prescription CLARITIN were $93 million in the fourth quarter of 2007, a 19 percent increase compared to sales of $78 million in the fourth quarter of 2006.

          Sales of the antibiotic AVELOX were up 12 percent to $115 million, as a result of increased market share. The growth rate for AVELOX in the 2007 fourth quarter was affected by lower demand as a result of a mild U.S. respiratory infection season.

          Consumer Health Care sales were $254 million in the 2007 fourth quarter, up 24 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, and higher sales of OTC CLARITIN.

          Animal Health sales totaled $507 million in the 2007 fourth quarter. Sales for the quarter included $217 million related to Intervet, the OBS animal health business. Sales benefited from the inclusion of OBS sales and solid growth in all geographic areas, led by the cattle and companion animal product lines, coupled with a positive impact from foreign currency exchange rates. With the Intervet business, there was also significant growth in sales of vaccine products in the fourth quarter. On a combined basis, the animal health business is one of the leading companies in the vaccine segment.

          Schering-Plough does not record sales of its cholesterol joint venture and incurs substantial costs such as selling, general and administrative costs that are not reflected in “Equity income” 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

6

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.

          Schering-Plough’s gross margin on a GAAP basis was unfavorably affected by purchase accounting adjustments and as a result was 57.9 percent for the 2007 fourth quarter as compared to 65.5 percent in the 2006 period. The gross margin percentage excluding purchase accounting adjustments and other specified items decreased to 66.7 percent for the fourth quarter of 2007 as compared to 67.2 percent for the fourth quarter of 2006.

          SG&A expenses were $1.6 billion in the fourth quarter of 2007 versus $1.3 billion in the prior-year period. SG&A in the fourth quarter of 2007 increased primarily due to the impact of the inclusion of SG&A expenses from OBS and increased promotional spending.

          Research and development spending for the 2007 fourth quarter increased to $855 million compared to $631 million in the fourth quarter of 2006. The increase in R&D expenses was due to the inclusion of OBS expenses, higher spending for clinical trials and related activities, and investments to build greater breadth and capacity to support Schering-Plough’s expanding R&D pipeline.

          Acquired in-process research and development, a charge related to the purchase accounting of the OBS acquisition, totaled $3.8 billion for the fourth quarter of 2007.

Full-Year 2007 Results
For the full-year 2007, Schering-Plough reported a net loss available to common shareholders of $1.6 billion or $1.04 per common share on a GAAP basis due to purchase accounting adjustments. Earnings per common share would have been $1.37, excluding purchase accounting adjustments, acquisition-related items and other specified items (see table below on page 15). For the full-year 2006, Schering-Plough reported net income of $1.1 billion or 71 cents per common share on a GAAP basis and 87 cents per common share excluding other specified items.

          Schering-Plough reported full-year 2007 GAAP net sales of $12.7 billion, a 20 percent increase, compared to $10.6 billion in 2006. Full-year 2007 net sales included $626 million of OBS net sales related to the period subsequent to the acquisition. In addition, the sales growth reflects a 4 percent favorable impact from foreign exchange. Schering-Plough’s adjusted sales for 2007 totaled $15.2 billion, an increase of $2.7 billion as compared to $12.5 billion on an adjusted basis in 2006.

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          On a GAAP basis, Schering-Plough’s gross margin was 65.3 percent in 2007 as compared to 65.1 percent in 2006. The gross margin percentage excluding purchase accounting adjustments and other specified items increased to 67.9 percent in 2007 as compared to 66.5 percent in 2006, due primarily to realized cost savings in 2007 from manufacturing streamlining activities during 2006.

          Selling, general and administrative expenses were $5.5 billion for the 2007 full year. Research and development spending for 2007 totaled $2.9 billion. Full-year 2007 results include results of operations for OBS for the period subsequent to the acquisition. Acquired in-process research and development, a charge related to the purchase accounting of the OBS acquisition, totaled $3.8 billion for 2007. Equity income in 2007 totaled $2.0 billion, an increase of 40 percent compared to 2006.

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

• Reported on results from two Phase II studies in patients with vascular disease showing that TRA, a novel oral thrombin receptor antagonist, does not increase the rate of major or minor bleeding in patients with acute coronary syndrome or prior ischemic stroke when added to standard antiplatelet therapy. (Announced Oct. 22, 2007)

• Reported long-term follow-up results with the European Organization for the Research and Treatment of Cancer Phase III trial that showed the combination of TEMODAR (temozolomide) Capsules and radiation therapy significantly prolonged survival in patients with glioblastoma multiforme. (Announced Oct. 30, 2007)

• Reported that the U.S. District Court for the District of Massachusetts found no liability for Warrick Pharmaceuticals, the company’s generic subsidiary, in a class action lawsuit regarding average wholesale prices for prescription products. (Announced Nov. 5, 2007)

• Gained European Commission approval of PEGINTRON (peginterferon alfa-2b) and REBETOL (ribavirin) combination therapy for retreating adult patients with chronic hepatitis C whose prior treatment did not result in a sustained response. (Announced Nov. 15, 2007)

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• Completed the acquisition of Organon BioSciences N.V. (Announced Nov. 19, 2007)

• Merck/Schering-Plough Pharmaceuticals announced that an independent panel of clinical and biostatistics experts had been convened to offer advice about the prospective analysis of the ENHANCE trial. (Announced Nov. 19, 2007)

• Reported on new study results that demonstrated that asenapine was more effective than placebo and well tolerated in treating patients with acute schizophrenia. (Announced Dec. 17, 2007)

• Announced with Centocor, Inc., revision of a 1998 distribution agreement regarding the development, commercialization and distribution of both REMICADE (infliximab) and golimumab. (Announced Dec. 21, 2007)

• Received priority review status from FDA for the company’s New Drug Application for sugammadex, an agent specifically designed to reverse the effects of certain muscle relaxants used in surgery. Also announced filing of an NDA with the Japanese Ministry of Health, Labor and Welfare. (Announced Jan. 2, 2008, and Jan. 17, 2008, respectively)

• Merck/Schering-Plough Pharmaceuticals announced the primary endpoint and other results of the ENHANCE trial. Merck/Schering-Plough has submitted an abstract on the ENHANCE trial for presentation at the American College of Cardiology meeting, which will be held in March 2008. (Announced Jan. 14, 2008)

• Reported top-line results of the IDEAL study, showing that sustained virologic response was similar for the two leading combination therapies for hepatitis C, and that fewer patients treated with both PEGINTRON regimens relapsed after the end of treatment compared to those receiving Pegasys and Copegus. (Announced Jan. 14, 2008)

• Announced that Schering-Plough Chairman/CEO Fred Hassan intends to make an open market purchase of $2 million of Schering-Plough Common Shares with personal funds. (Announced Jan. 18, 2008)

• With Merck, issued a release strongly objecting to mischaracterizations of the ENHANCE trial. (Announced Jan. 25, 2008)

• Announced FDA acceptance for review of the Peg-IFN (peginterferon alfa-2b) supplemental Biologics License Application, granted Priority Review status for the adjuvant treatment of patients with Stage III melanoma. (Announced Jan. 31, 2008)

• Reported that the antifungal agent NOXAFIL (posaconazole) Oral Suspension had received an A-1 recommendation (highest rating) for the prevention of invasive

9

	Aspergillus infections in certain high-risk patients in the latest Treatment of Aspergillosis Clinical Practice Guidelines of the Infectious Diseases Society of America. (Announced Jan. 31, 2008)
•	Gained FDA approval of ASMANEX TWISTHALER (mometasone furoate inhalation powder) for the maintenance treatment of asthma as a preventive therapy in patients 4 to 11 years of age. (Announced Feb. 4, 2008)
•	Announced final results of a Phase II clinical study showing that vicriviroc, an investigational CCR5 antagonist, demonstrated potent and sustained viral suppression through 48 weeks of therapy in treatment-experienced HIV-infected patients, when administered once-daily as a single tablet in combination with an optimized ritonavir-boosted protease inhibitor-containing antiretroviral regimen. (Announced Feb. 6, 2008)

Fourth Quarter 2007 Conference Call and Webcast
Schering-Plough will conduct a conference call today at 8 a.m. (EST) to review the 2007 fourth quarter and full-year results. To listen live to the call, dial 1-877-565-9664 or 1-706-634-5003 and enter conference ID #26183610. A replay of the call will be available beginning later today through 5 p.m. on March 11. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #26183610. 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 Feb. 12 through 5 p.m. on March 11.

DISCLOSURE NOTICE: The information in this press release, the comments of Schering-Plough officers during the earnings teleconference/webcast on Feb. 12, 2008, beginning at 8 a.m. (EST), 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

10

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 and trending in the cholesterol market. 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 viability of the company’s (and the cholesterol joint venture’s) marketed and pipeline products; market forces; economic factors such as interest rate and exchange rate fluctuations; the outcome of contingencies such as litigation and investigations including litigation and investigations relating to the ENHANCE clinical trial; 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); scientific developments relating to marketed products or pipeline projects; and media and societal reaction to such developments. 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 an innovation-driven, science-centered global health care company. Through its own biopharmaceutical research and collaborations with partners, Schering-Plough creates therapies that help save and improve lives around the world. The company applies its research-and-development platform to human prescription and consumer products as well as to animal health products. In November 2007, Schering-Plough acquired Organon BioSciences, with its Organon human health and Intervet animal health businesses, marking a pivotal step in the company’s ongoing transformation. Schering-Plough’s vision is to “Earn Trust, Every Day” with the doctors, patients, customers and other stakeholders served by its approximately 50,000 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

U.S. GAAP report for the fourth quarter ended December 31 (unaudited):
(Amounts in millions, except per share figures)

	Fourth Quarter						Full Year
	2007			2006			2007			2006
Net sales 1/	$	3,724		$	2,650		$	12,690		$	10,594
Cost of sales 2/		1,566			915			4,405			3,697
Selling, general and administrative		1,634			1,250			5,468			4,718
Research and development 3/		855			631			2,926			2,188
Acquired in-process research and development 4/		3,754			—			3,754			—
Other income, net 5/		(231	)		(46	)		(683	)		(135	)
Special and acquisition related charges 6/		52			12			84			102
Equity income		(566	)		(403	)		(2,049	)		(1,459	)
(Loss)/income before income taxes		(3,340	)		291			(1,215	)		1,483
Income tax (benefit)/expense		(14	)		87			258			362
Net (loss)/income before cumulative effect of a change in accounting principle	$	(3,326	)	$	204		$	(1,473	)	$	1,121
Cumulative effect of a change in accounting principle, net of tax 7/		—			—			—			(22	)
Net (loss)/income	$	(3,326	)	$	204		$	(1,473	)	$	1,143
Preferred stock dividends		38			22			118			86
Net (loss)/income available to common shareholders	$	(3,364	)	$	182		$	(1,591	)	$	1,057
Diluted earnings per common share:
(Loss)/earnings available to common shareholders before cumulative effect of a change in accounting principle	$	(2.08	)	$	0.12		$	(1.04	)	$	0.69
Cumulative effect of a change in accounting principle, net of tax 7/		—			—			—			0.02
Diluted (loss)/earnings per common share	$	(2.08	)	$	0.12		$	(1.04	)	$	0.71
Average common shares outstanding – diluted		1,621			1,497			1,536			1,491

	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” and are borne by the overall cost structure of Schering-Plough.
1/	Net sales for the three and twelve months ended December 31, 2007, both include $626 million of Organon BioSciences (OBS) net sales for the period November 19, 2007 to December 31, 2007.
2/	Cost of sales for the three and twelve months ended December 31, 2007 both include purchase accounting adjustments of $326 million related to the acquisition of OBS. Cost of sales for the three and twelve months ended December 31, 2006 include $45 million and $146 million, respectively, related to the manufacturing changes announced June 1, 2006.
3/	Research and development for the three and twelve months ended December 31, 2007 include $21 million and $197 million related to upfront R&D payments. Research and development for the three and twelve months ended December 31, 2006 both include $15 million related to an upfront R&D payment.
4/	Acquired in-process research and development for the three and twelve months ended December 31, 2007 both include a charge of $3.8 billion in connection with the acquisition of OBS.

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5/	Included in other income, net for the three months ended December 31, 2007 are $255 million of acquisition-related gains on currency-related items. Included in other income, net for the twelve months ended December 31, 2007 are $537 million of acquisition-related net gains on currency-related and interest rate-related items.
6/	Special and acquisition related charges for the three and twelve months ended December 31, 2007 reflect $52 million and $84 million, respectively, related to the acquisition of OBS. Special and acquisition related charges for the three and twelve months ended December 31, 2006 are $12 million and $102 million, respectively, reflecting charges related to the manufacturing changes announced June 1, 2006.
7/	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.

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SCHERING-PLOUGH CORPORATION

Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported Diluted (Loss)/Earnings Per Common Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Schering-Plough is providing the supplemental financial information below and on the following pages to reflect “As Reconciled” amounts related to Net (loss)/ income available to common shareholders and diluted (loss)/earnings per common share. “As Reconciled” amounts exclude the effects of purchase accounting adjustments, acquisition related items and other specified charges or benefits.

“As Reconciled” amounts related to Net (loss)/income available to common shareholders and diluted (loss)/earnings per common share are non-U.S. GAAP measures used by management in evaluating the performance of Schering-Plough’s overall business. The effects of purchase accounting adjustments, acquisition related items and other specified charges or benefits have been excluded from net (loss)/income available to common shareholders and diluted (loss)/earnings per common share as management of Schering-Plough does not consider these charges to be indicative of continuing operating results. Schering-Plough believes that these “As Reconciled” performance measures contribute to a more complete understanding by investors of the overall results of the company and enhances investor understanding of items that impact the comparability of results between fiscal periods. Net (loss)/income available to common shareholders and diluted (loss)/earnings per common share, as reported, are required to be presented under U.S. GAAP.

	Three months ended December 31, 2007
				Purchase			Acquisition-			Other
	As			Accounting			Related			Specified			As
	Reported			Adjustments			Items			Items			Reconciled
Net sales	$	3,724		$	—		$	—		$	—		$	3,724
Cost of sales		1,566			(326	)		—			—			1,240
Selling, general and administrative		1,634			—			—			—			1,634
Research and development		855			—			—			(21	)		834
Acquired in-process research and development		3,754			(3,754	)		—			—			—
Other (income)/expense, net		(231	)		—			255			—			24
Special and acquisition related charges		52			—			(52	)		—			—
Equity income		(566	)		—			—			—			(566	)
(Loss)/income before income taxes		(3,340	)		4,080			(203	)		21			558
Income tax (benefit)/expense		(14	)		89			2			1			78
Net (loss)/income before cumulative effect of a change in accounting principle	$	(3,326	)	$	3,991		$	(205	)	$	20		$	480
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—
Net (loss)/income	$	(3,326	)	$	3,991		$	(205	)	$	20		$	480
Preferred stock dividends		38			—			—			—			38
Net (loss)/income available to common shareholders	$	(3,364	)	$	3,991		$	(205	)	$	20		$	442
Diluted (loss)/earnings per common share:
(Loss)/earnings available to common shareholders before cumulative effect of a change in accounting principle	$	(2.08	)										$	0.27
Cumulative effect of a change in accounting principle, net of tax		—												—
Diluted (loss)/earnings per common share	$	(2.08	)										$	0.27
Average common shares outstanding-diluted		1,621												1,648

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SCHERING-PLOUGH CORPORATION

Reconciliation from Reported Net Income Available to Common Shareholders
and Reported Diluted Earnings Per Common Share to As Reconciled Amounts for Net Income
Available to Common Shareholders and Diluted Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

	Three months ended December 31, 2006
				Purchase		Acquisition-		Other
	As			Accounting		Related		Specified			As
	Reported			Adjustments		Items		Items			Reconciled
Net sales	$	2,650		$	—	$	—	$	—		$	2,650
Cost of sales		915			—		—		(45	)		870
Selling, general and administrative		1,250			—		—		—			1,250
Research and development		631			—		—		(15	)		616
Acquired in-process research and development		—			—		—		—			—
Other income, net		(46	)		—		—		—			(46	)
Special and acquisition related charges		12			—		—		(12	)		—
Equity income		(403	)		—		—		—			(403	)
Income before income taxes		291			—		—		72			363
Income tax expense		87			—		—		—			87
Net income before cumulative effect of a change in accounting principle	$	204		$	—	$	—	$	72		$	276
Cumulative effect of a change in accounting principle, net of tax		—			—		—		—			—
Net income	$	204		$	—	$	—	$	72		$	276
Preferred stock dividends		22			—		—		—			22
Net income available to common shareholders	$	182		$	—	$	—	$	72		$	254
Diluted earnings per common share:
Earnings available to common shareholders before cumulative effect of a change in accounting principle	$	0.12									$	0.17
Cumulative effect of a change in accounting principle, net of tax		—										—
Diluted earnings per common share	$	0.12									$	0.17
Average common shares outstanding-diluted		1,497										1,497

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SCHERING-PLOUGH CORPORATION

Reconciliation from Reported Net/(Loss) Income Available to Common Shareholders
and Reported Diluted/(Loss) Earnings Per Common Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

	Twelve months ended December 31, 2007
				Purchase			Acquisition-			Other
	As			Accounting			Related			Specified			As
	Reported			Adjustments			Items			Items			Reconciled
Net sales	$	12,690		$	—		$	—		$	—		$	12,690
Cost of sales		4,405			(326	)		—			—			4,079
Selling, general and administrative		5,468			—			—			—			5,468
Research and development		2,926			—			—			(197	)		2,729
Acquired in-process research and development		3,754			(3,754)			—			—			—
Other (income)/expense, net		(683	)		—			537			—			(146	)
Special and acquisition related charges		84			—			(84	)		—			—
Equity income		(2,049	)		—			—			—			(2,049	)
(Loss)/income before income taxes		(1,215	)		4,080			(453	)		197			2,609
Income tax expense		258			89			2			1			350
Net (loss)/income before cumulative effect of a change in accounting principle	$	(1,473	)	$	3,991		$	(455	)	$	196		$	2,259
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—
Net (loss)/income	$	(1,473	)	$	3,991		$	(455	)	$	196		$	2,259
Preferred stock dividends		118			—			—			—			118
Net (loss)/income available to common shareholders	$	(1,591	)	$	3,991		$	(455	)	$	196		$	2,141
Diluted (loss)/earnings per common share:
(Loss)/earnings available to common shareholders before cumulative effect of a change in accounting principle	$	(1.04	)										$	1.37
Cumulative effect of a change in accounting principle, net of tax		—												—
Diluted (loss)/earnings per common share	$	(1.04	)										$	1.37
Average common shares outstanding-diluted		1,536												1,607

- 16 -

SCHERING-PLOUGH CORPORATION

Reconciliation from Reported Net Income Available to Common Shareholders
and Reported Diluted Earnings Per Common Share to As Reconciled Amounts for Net Income
Available to Common Shareholders and Diluted Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

	Twelve months ended December 31, 2006
				Purchase		Acquisition-		Other
	As			Accounting		Related		Specified			As
	Reported			Adjustments		Items		Items			Reconciled
Net sales	$	10,594		$	—	$	—	$	—		$	10,594
Cost of sales		3,697			—		—		(146	)		3,551
Selling, general and administrative		4,718			—		—		—			4,718
Research and development		2,188			—		—		(15	)		2,173
Acquired in-process research and development		—			—		—		—			—
Other income, net		(135	)		—		—		—			(135	)
Special and acquisition related charges		102			—		—		(102	)		—
Equity income		(1,459	)		—		—		—			(1,459	)
Income before income taxes		1,483			—		—		263			1,746
Income tax expense		362			—		—		—			362
Net income before cumulative effect of a change in accounting principle	$	1,121		$	—	$	—	$	263		$	1,384
Cumulative effect of a change in accounting principle, net of tax		(22	)		—		—		22			—
Net income	$	1,143		$	—	$	—	$	241		$	1,384
Preferred stock dividends		86			—		—		—			86
Net income available to common shareholders	$	1,057		$	—	$	—	$	241		$	1,298
Diluted earnings per common share:
Earnings available to common shareholders before cumulative effect of a change in accounting principle	$	0.69									$	0.87
Cumulative effect of a change in accounting principle, net of tax		0.02										—
Diluted earnings per common share	$	0.71									$	0.87
Average common shares outstanding-diluted		1,491										1,491

- 17 -

SCHERING-PLOUGH CORPORATION

Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported (Loss)/Diluted Earnings Per Common Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)

“As Reconciled” amounts related to Net (loss)/income available to common shareholders and diluted (loss)/earnings per common share reflect the following adjustments:

(Amounts in Millions)

	Fourth Quarter					Twelve Months
	2007			2006		2007			2006
Purchase accounting adjustments:
Amortization of intangibles in connection with the acquisition of Organon BioSciences (a)	$	65		$	—	$	65		$	—
Depreciation related to the fair value adjustment of fixed assets related to the acquisition of Organon BioSciences (a)		3			—		3			—
Charge related to the fair value adjustment to inventory related to the acquisition of Organon BioSciences (a)		258			—		258			—
Acquired IPR&D related to the acquisition of Organon BioSciences (b)		3,754			—		3,754			—
Total purchase accounting adjustments, pre-tax		4,080			—		4,080			—
Income tax benefit		89			—		89			—
Total purchase accounting adjustments	$	3,991		$	—	$	3,991		$	—
Acquisition-related items:
Acquisition-related (gains)/losses on currency-related and interest-related items (c)	$	(255	)	$	—	$	(537	)	$	—
Integration-related activities (d)		52			—		84			—
Total acquisition-related items, pre-tax		(203	)		—		(453	)		—
Income tax benefit		2			—		2			—
Total acquisition-related items	$	(205	)		—	$	(455	)		—
Other specified items:
Manufacturing changes announced June 1, 2006 (e)	$	—		$	57	$	—		$	248
Upfront R&D payments (b)		21			15		197			15
Change in accounting principle (f)		—			—		—			(22	)
Total other specified items, pre-tax		21			72		197			241
Income tax benefit		1			—		1			—
Total other specified items	$	20		$	72	$	196		$	241
Total purchase accounting adjustments, acquisition-related items and other specified items	$	3,806		$	72	$	3,732		$	241

(a)	Included in cost of sales
(b)	Included in research and development
(c)	Included in other (income)/expense, net
(d)	Included in special and acquisition-related charges
(e)	Included in cost of sales and special and acquisition-related charges
(f)	Included in cumulative effect in change in accounting principle, net

- 18 -

SCHERING-PLOUGH CORPORATION

Report for the period ended December 31 (unaudited):

GAAP Net Sales by Key Product

	Fourth Quarter							Full Year
(Dollars in millions)	2007		2006		%			2007		2006		%
GLOBAL PHARMACEUTICALS a/	$	2,963	$	2,211		34	%	$	10,173	$	8,561		19	%
REMICADE		455		337		35	%		1,648		1,240		33	%
NASONEX		271		253		7	%		1,092		944		16	%
PEGINTRON		239		208		15	%		911		837		9	%
TEMODAR		234		189		23	%		861		703		22	%
CLARINEX / AERIUS		174		164		6	%		799		722		11	%
CLARITIN RX		93		78		19	%		391		356		10	%
AVELOX		115		103		12	%		384		304		26	%
INTEGRILIN		91		85		7	%		332		329		1	%
REBETOL		71		75		(6	%)		277		311		(11	%)
CAELYX		66		49		33	%		257		206		25	%
INTRON A		57		57		—			233		237		(2	%)
SUBUTEX / SUBOXONE		57		51		11	%		220		203		8	%
PROVENTIL / ALBUTEROL CFC		41		55		(25	%)		207		203		2	%
ASMANEX		41		36		16	%		162		103		57	%
ELOCON		37		33		10	%		156		141		11	%
FORADIL		25		28		(11	%)		102		94		8	%
NOXAFIL		29		10		N/M			89		19		N/M
FOLLISTIM c/		57		—		N/M			57		—		N/M
NUVARING c/		45		—		N/M			45		—		N/M
REMERON c/		33		—		N/M			33		—		N/M
ZEMURON c/		25		—		N/M			25		—		N/M
LIVIAL c/		24		—		N/M			24		—		N/M
CERAZETTE c/		20		—		N/M			20		—		N/M
MARVELON c/		20		—		N/M			20		—		N/M
MERCILON c/		18		—		N/M			18		—		N/M
IMPLANON c/		15		—		N/M			15		—		N/M
Other Pharmaceuticals		610		400		53	%		1,795		1,609		12	%
CONSUMER HEALTH CARE		254		205		24	%		1,266		1,123		13	%
OTC		161		118		37	%		682		558		22	%
OTC CLARITIN		94		72		30	%		462		390		18	%
Foot Care		74		73		1	%		345		343		1	%
Sun Care		19		14		38	%		239		222		8	%
ANIMAL HEALTH b/		507		234		117	%		1,251		910		37	%
CONSOLIDATED GAAP NET SALES	$	3,724	$	2,650		41	%	$	12,690	$	10,594		20	%

a/	Global Pharmaceuticals net sales for both the three and twelve months ended December 31, 2007, include $409 million from Organon, the human health business of Organon BioSciences. Sales of Organon are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
b/	Animal Health net sales for both the three and twelve months ended December 31, 2007, include $217 million from Intervet, the animal health business of Organon BioSciences. Sales of Intervet are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
c/	Products acquired in OBS acquisition reflect net sales for the period from November 19, 2007 through year-end.
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.

- 19 -

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 December 31
	(unaudited)
(Dollars in millions)	2007		2006		%
Net sales, as reported a/	$	3,724	$	2,650		41%
50 percent of cholesterol joint venture net sales b/		722		541		33%
Adjusted net sales b/	$	4,446	$	3,191		39%

	Twelve months ended December 31
	(unaudited)
(Dollars in millions)	2007		2006		%
Net sales, as reported a/	$	12,690	$	10,594		20%
50 percent of cholesterol joint venture net sales b/		2,559		1,915		34%
Adjusted net sales	$	15,249	$	12,509		22%

a/	Net sales for the three and twelve months ended December 31, 2007, both include $626 million recorded as a result of the Organon BioSciences acquisition on November 19, 2007 through year-end.
b/	Total net sales of the cholesterol joint venture for the three months ended December 31, 2007 and 2006 were $1.4 billion and $1.1 billion, respectively. Total net sales of the cholesterol joint venture for the twelve months ended December 31, 2007 and 2006 were $5.1 billion and $3.8 billion, respectively.

Schering-Plough net sales growth for the three and twelve months ended December 31, 2007 reflects a favorable foreign exchange impact of 7% and 4%, 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 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.” 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
(U.S. GAAP and As Reconciled)
(Amounts in Millions, except Per Share Figures)
(Unaudited)

	2007			2006			2007			2006						2007			2006			2007			2006
	4th Qtr			4th Qtr			4th Qtr			4th Qtr			4th Qtr vs.			Full Year			Full Year			Full Year			Full Year
	U.S.			U.S.			* As			* As			4th Qtr			U.S.			U.S.			* As			* As
	GAAP			GAAP			Reconciled			Reconciled			As			GAAP			GAAP			Reconciled			Reconciled			2007 vs. 2006
	$			$			$			$			Reconciled			$			$			$			$			As Reconciled
Net sales		3,724			2,650			3,724			2,650			41	%		12,690			10,594			12,690			10,594			20	%
Cost of sales		1,566			915			1,240			870			43	%		4,405			3,697			4,079			3,551			15	%
Gross profit		2,158			1,735			2,484			1,780			40	%		8,285			6,897			8,611			7,043			22	%
Selling, general and administrative		1,634			1,250			1,634			1,250			31	%		5,468			4,718			5,468			4,718			16	%
Research and development		855			631			834			616			35	%		2,926			2,188			2,729			2,173			26	%
Acquired in-process research and development		3,754			—			—			—			*			3,754			—			—			—			*
Other income, net		(231	)		(46	)		24			(46	)		*			(683	)		(135	)		(146	)		(135	)		8	%
Special and acquisition related charges		52			12			—			—			*			84			102			—			—			*
Equity income		(566	)		(403	)		(566)			(403	)		40	%		(2,049	)		(1,459	)		(2,049	)		(1,459	)		40	%
Income/(loss) before income taxes		(3,340	)		291			558			363			54	%		(1,215	)		1,483			2,609			1,746			49	%
Income tax expense/(benefit)		(14	)		87			78			87			*			258			362			350			362			*
Net income/(loss) before cumulative effect of a change in accounting principle		(3,326	)		204			480			276			74	%		(1,473	)		1,121			2,259			1,384			63	%
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			*			—			(22	)		—			—			*
Net income/(loss)		(3,326	)		204			480			276			74	%		(1,473	)		1,143			2,259			1,384			63	%
Preferred stock dividends		38			22			38			22			73	%		118			86			118			86			37	%
Net income/(loss) available to common shareholders		(3,364	)		182			442			254			74	%		(1,591	)		1,057			2,141			1,298			65	%
Diluted earnings/(loss) per common share:
Earnings/(loss) available to common shareholders before cumulative effect of a change in accounting principle		(2.08	)		0.12			0.27			0.17			59	%		(1.04	)		0.69			1.37			0.87			57	%
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—						—			0.02			—			—
Diluted earnings/(loss) per common share		(2.08	)		0.12			0.27			0.17			59	%		(1.04	)		0.71			1.37			0.87			57	%
Avg. shares outstanding- diluted		1,621			1,497			1,648			1,497						1,536			1,491			1,607			1,491
Ratios to net sales
Net sales		100.0	%		100.0	%		100.0	%		100.0	%					100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		42.1	%		34.5	%		33.3	%		32.8	%					34.7	%		34.9	%		32.1	%		33.5	%
Gross margin		57.9	%		65.5	%		66.7	%		67.2	%					65.3	%		65.1	%		67.9	%		66.5	%
Selling, general and administrative		43.9	%		47.2	%		43.9	%		47.2	%					43.1	%		44.5	%		43.1	%		44.5	%
Research and development		23.0	%		23.8	%		22.4	%		23.2	%					23.1	%		20.6	%		21.5	%		20.5	%
Income/(loss) before income taxes		(89.7	%)		11.0	%		15.0	%		13.7	%					(9.6	%)		14.0	%		20.6	%		16.5	%
Net income/(loss)		(89.3	%)		7.7	%		12.9	%		10.4	%					(11.6	%)		10.8	%		17.8	%		13.1	%

* “As Reconciled” to exclude purchase accounting adjustments, acquisition-related items and other specified items. See Non-GAAP Reconciliation tables posted on the Schering-Plough website at www.Schering-Plough.com under “Investor Relations/Financial Highlights”

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

Page 1

SCHERING-PLOUGH CORPORATION
STATEMENTS OF CONSOLIDATED OPERATIONS
(U.S. GAAP)
(Amounts in Millions, except Per Share Figures)
(Unaudited)

	2007															2006
	1st			2nd			3rd			4th			Full			1st			2nd			3rd			4th			Full			4th Qtr			12 Mos.
	Qtr.			Qtr.			Qtr.			Qtr.			Year			Qtr.			Qtr.			Qtr.			Qtr.			Year			vs			vs
	$			$			$			$			$			$			$			$			$			$			4th Qtr			12 Mos.
Net sales 1/		2,975			3,178			2,812			3,724			12,690			2,551			2,818			2,574			2,650			10,594			41	%		20	%
Cost of sales 2/		937			977			925			1,566			4,405			893			1,004			885			915			3,697			71	%		19	%
Gross profit		2,038			2,201			1,887			2,158			8,285			1,658			1,814			1,689			1,735			6,897			24	%		20	%
Selling, general and administrative		1,213			1,358			1,262			1,634			5,468			1,086			1,224			1,158			1,250			4,718			31	%		16	%
Research and development 3/		707			696			669			855			2,926			481			539			536			631			2,188			35	%		34	%
Acquired in-process research and development 4/		—			—			—			3,754			3,754			—			—			—			—			—			*			*
Other income, net 5/		(48	)		(16	)		(390	)		(231	)		(683	)		(34	)		(19	)		(37	)		(46	)		(135	)		*			*
Special and acquisition related charges 6/		1			11			20			52			84			—			80			10			12			102			*			*
Equity income		(487	)		(490	)		(506	)		(566	)		(2,049	)		(311	)		(355	)		(390	)		(403	)		(1,459	)		40	%		40%
Income/(loss)before income taxes		652			642			832			(3,340	)		(1,215	)		436			345			412			291			1,483			*			*
Income tax expense/(benefit)7/		87			103			82			(14	)		258			86			86			103			87			362			*			*
Net income/(loss) before cumulative effect of a change in accounting principle		565			539			750			(3,326	)		(1,473	)		350			259			309			204			1,121			*			*
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—			(22	)		—			—			—			(22	)		*			*
Net income/(loss)		565			539			750			(3,326	)		(1,473	)		372			259			309			204			1,143			*			*
Preferred stock dividends		22			22			37			38			118			22			22			22			22			86			*			*
Net income/(loss) available to common shareholders		543			517			713			(3,364	)		(1,591	)		350			237			287			182			1,057			*			*
Diluted earnings/(loss) per common share:
Earnings/(loss) available to common shareholders before cumulative effect of a change in accounting principle		0.36			0.34			0.45			(2.08	)		(1.04	)		0.22			0.16			0.19			0.12			0.69
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—			0.02			—			—			—			0.02
Diluted earnings/(loss) per common share		0.36			0.34			0.45			(2.08	)		(1.04	)		0.24			0.16			0.19			0.12			0.71
Avg. shares outstanding- diluted		1,571			1,587			1,622			1,621			1,536			1,486			1,489			1,492			1,497			1,491
Actual shares outstanding		1,489			1,496			1,620			1,621			1,621			1,481			1,481			1,483			1,487			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	%		42.1	%		34.7	%		35.0	%		35.6	%		34.4	%		34.5	%		34.9	%
Gross margin		68.5	%		69.3	%		67.1	%		57.9	%		65.3	%		65.0	%		64.4	%		65.6	%		65.5	%		65.1	%
Selling, general and administrative		40.8	%		42.7	%		44.9	%		43.9	%		43.1	%		42.6	%		43.4	%		45.0	%		47.2	%		44.5	%
Research and development		23.8	%		21.9	%		23.8	%		23.0	%		23.1	%		18.8	%		19.1	%		20.8	%		23.8	%		20.6	%
Income/(loss) before income taxes		21.9	%		20.2	%		29.6	%		(89.7	%)		(9.6	%)		17.1	%		12.2	%		16.0	%		11.0	%		14.0	%
Net income/(loss)		19.0	%		17.0	%		26.7	%		(89.3	%)		(11.6	%)		14.6	%		9.2	%		12.0	%		7.7	%		10.8	%

*	Not a meaningful percentage
Note: The Company incurs substantial costs, such as selling, general and administrative costs, that are not reflected in “Equity income” and are borne by the overall cost structure of Schering-Plough.
1/	Net sales for the three and twelve months ended December 31, 2007, both include $626 million of Organon BioSciences (OBS) net sales as of the November 19, 2007 close of the acquisition through year-end.
2/	Cost of sales for the three and twelve months ended December 31, 2007 both include purchase accounting adjustments of $326 million related to the acquisition of OBS. Included in cost of sales for the three and twelve months ended December 31, 2006 is $45 million and $146 million, respectively, related to the manufacturing changes announced June 1, 2006.
3/	Research and development for the three months ended December 31, 2007 includes $21 million related to an upfront R&D payment. Research and development for the twelve months ended December 31, 2007 includes $197 million related to upfront R&D payments. Included in research and development for the three and twelve months ended December 31, 2006 is a $15 million payment for licensing of a product.
4/	Acquired in-process research and development for the three and twelve months ended December 31, 2007 both include a charge of $3.8 billion in connection with the acquisition of OBS.
5/	Included in other income, net for the three months ended December 31, 2007 are $255 million of acquisition-related gains on currency-related items. Included in other income, net for the twelve months ended December 31, 2007 are $537 million of acquisition-related net gains on currency-related and interest rate-related items.
6/	Special and acquisition related charges for the three and twelve months ended December 31, 2007, reflects $52 million and $84 million, respectively, related to the acquisition of OBS. 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 in June 2006.
7/	Tax expense or benefit for all periods presented primarily relates to foreign taxes as the Company did not recognize the benefit of U.S. tax operating losses.

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

Page 2

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr		12 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs		vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr		12 Mos.
Cholesterol Joint Venture:		1,150		1,248		1,277		1,443		5,119		778		958		1,010		1,082		3,829		33%		34%
U.S.		897		958		969		1,071		3,894		634		784		820		852		3,091		26%		26%
International		253		290		308		372		1,225		144		174		190		230		738		62%		66%
50% of Cholesterol Joint Venture:		575		624		639		722		2,559		389		479		505		541		1,915		33%		34%
Prescription Pharma (1):		2,398		2,520		2,291		2,963		10,173		2,032		2,230		2,087		2,211		8,561		34%		19%
U.S.		802		771		709		855		3,138		656		718		733		800		2,908		7%		8%
International		1,596		1,749		1,582		2,108		7,035		1,376		1,512		1,354		1,411		5,653		49%		24%
Consumer Health Care		345		394		273		254		1,266		311		349		259		205		1,123		24%		13%
Animal Health (2):		232		264		248		507		1,251		208		239		228		234		910		117%		37%
U.S.		58		58		63		99		278		57		62		72		50		240		98%		16%
International		174		206		185		408		973		151		177		156		184		670		121%		45%
Consolidated GAAP Net Sales:		2,975		3,178		2,812		3,724		12,690		2,551		2,818		2,574		2,650		10,594		41%		20%
U.S.		1,179		1,195		1,028		1,194		4,597		999		1,103		1,047		1,043		4,192		15%		10%
International		1,796		1,983		1,784		2,530		8,093		1,552		1,715		1,527		1,607		6,402		57%		26%
Adjusted Net Sales:		3,550		3,802		3,451		4,446		15,249		2,940		3,297		3,079		3,191		12,509		39%		22%

(1)	Prescription Pharma for both the fourth quarter and full year 2007 include sales of Organon, the human health business of Organon BioSciences, of $84 million in the U.S. and $325 million Internationally. Sales of Organon BioSciences are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
(2)	Animal Health for both the fourth quarter and full year 2007 include sales of Intervet, the animal health business of Organon BioSciences, of $35 million in the U.S. and $182 million Internationally. Sales of Organon BioSciences are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.

NOTE: As Schering-Plough integrates systems during 2008 separate sales information for Organon and Intervet is not expected to be presented separately.

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

Page 3

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr		12 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs		vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr		12 Mos.
Global ZETIA: 1/		544		605		606		680		2,436		415		474		501		535		1,925		27%		27%
U.S.		408		424		443		489		1,764		315		363		389		405		1,472		21%		20%
International		136		181		163		191		672		100		111		112		130		453		47%		48%
Global VYTORIN: 1/		616		683		684		778		2,761		371		491		517		554		1,933		40%		43%
U.S.		489		534		526		582		2,130		319		421		431		448		1,619		30%		32%
International		127		149		158		196		631		52		70		86		106		314		85%		101%
Global Cholesterol: 1/		1,160		1,288		1,290		1,458		5,197		786		965		1,018		1,089		3,858		34%		35%
U.S.		897		958		969		1,071		3,894		634		784		820		852		3,091		26%		26%
International		263		330		321		387		1,303		152		181		198		237		767		64%		70%

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 fourth quarter of 2007 and 2006, sales in non-joint venture territories of the cholesterol franchise totaled $15 million and $7 million, respectively. For the twelve months of 2007 and 2006, sales in non-joint venture territories of the cholesterol franchise totaled $78 million and $29 million, respectively.

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 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 4

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
	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 Pharma:		2,963		2,211		34	%		855		800		7	%		2,108		1,411		49	%
Remicade		455		337		35	%		—		—		—			455		337		35	%
Nasonex		271		253		7	%		162		171		(5	%)		109		82		33	%
PegIntron		239		208		15	%		42		49		(14	%)		197		159		25	%
Temodar		234		189		23	%		83		74		12	%		151		115		31	%
Clarinex / Aerius		174		164		6	%		82		94		(12	%)		92		70		30	%
Claritin rx		93		78		19	%		—		—		—			93		78		19	%
avelox		115		103		12	%		115		103		12	%		—		—		—
Integrilin		91		85		7	%		85		81		6	%		6		4		29	%
Rebetol		71		75		(6	%)		1		2		(55	%)		70		73		(4	%)
Caelyx		66		49		33	%		—		—		—			66		49		33	%
Intron A		57		57		—			28		29		(4	%)		29		28		3	%
Subutex / Suboxone		57		51		11	%		—		—		—			57		51		11	%
Proventil / Albuterol cfc		41		55		(25	%)		41		55		(25	%)		—		—		—
Asmanex		41		36		16	%		38		33		17	%		3		3		—
Elocon		37		33		10	%									39		32		21	%
Foradil		25		28		(11	%)		24		27		(10	%)		1		1		—
Noxafil		29		10		N/M			10		3		N/M			19		7		N/M
Follistim (2)		57		—		N/M			14		—		N/M			43		—		N/M
Nuvaring (2)		45		—		N/M			26		—		N/M			19		—		N/M
Remeron (2)		33		—		N/M			2		—		N/M			31		—		N/M
Zemuron (2)		25		—		N/M			10		—		N/M			15		—		N/M
Livial (2)		24		—		N/M			—		—		N/M			24		—		N/M
Cerazette (2)		20		—		N/M			—		—		N/M			20		—		N/M
MARVELON (2)		20		—		N/M			2		—		N/M			18		—		N/M
Mercilon (2)		18		—		N/M			—		—		N/M			18		—		N/M
Implanon (2)		15		—		N/M			3		—		N/M			12		—		N/M

(1)	Prescription Pharma for the fourth quarter includes sales of Organon, the human health business of Organon BioSciences, of $84 million in the U.S. and $325 million Internationally. Sales of Organon BioSciences are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
(2)	Products acquired in OBS acquisition reflect net sales for the period from November 19, 2007 through year-end.

NOTE: As Schering-Plough integrates systems during 2008 separate sales information for Organon is not expected to be presented separately.

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

Page 5

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr		12 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs		vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr		12 Mos.
Global Prescription Pharma (1):		2,398		2,520		2,291		2,963		10,173		2,032		2,230		2,087		2,211		8,561		34%		19%
Remicade		373		394		426		455		1,648		278		307		317		337		1,240		35%		33%
Nasonex		284		295		242		271		1,092		229		242		221		253		944		7%		16%
PegIntron		217		234		221		239		911		196		226		206		208		837		15%		9%
Temodar		196		216		215		234		861		163		171		179		189		703		23%		22%
Clarinex / Aerius		204		250		171		174		799		160		226		171		164		722		6%		11%
Claritin rx		112		102		83		93		391		101		104		74		78		356		19%		10%
Avelox		115		75		78		115		384		80		58		63		103		304		12%		26%
Integrilin		84		78		78		91		332		80		82		82		85		329		7%		1%
Rebetol		71		74		60		71		277		78		86		72		75		311		(6%)		(11%)
Caelyx		62		65		64		66		257		51		53		52		49		206		33%		25%
Intron A		60		55		61		57		233		60		64		57		57		237		—		(2%)
Subutex / Suboxone		56		52		55		57		220		48		53		51		51		203		11%		8%
Proventil / Albuterol cfc		53		61		52		41		207		41		63		45		55		203		(25%)		2%
Asmanex		43		42		36		41		162		20		20		28		36		103		16%		57%
Elocon		36		43		40		37		156		34		38		36		33		141		10%		11%
Foradil		26		26		25		25		102		21		23		22		28		94		(11%)		8%
Noxafil		16		20		24		29		89		2		3		6		10		19		N/M		N/M
Follistim (2)		—		—		—		57		57		—		—		—		—		—		N/M		N/M
Nuvaring (2)		—		—		—		45		45		—		—		—		—		—		N/M		N/M
Remeron (2)		—		—		—		33		33		—		—		—		—		—		N/M		N/M
Zemuron (2)		—		—		—		25		25		—		—		—		—		—		N/M		N/M
Livial (2)		—		—		—		24		24		—		—		—		—		—		N/M		N/M
Cerazette (2)		—		—		—		20		20		—		—		—		—		—		N/M		N/M
Marvelon (2)		—		—		—		20		20		—		—		—		—		—		N/M		N/M
Mercilon (2)		—		—		—		18		18		—		—		—		—		—		N/M		N/M
Implanon (2)		—		—		—		15		15		—		—		—		—		—		N/M		N/M

(1)	Global Prescription Pharma for both the fourth quarter and full year 2007 include sales of Organon, the human health business of Organon BioSciences, of $84 million in the U.S. and $325 million Internationally. Sales of Organon BioSciences are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
(2)	Products acquired in OBS acquisition reflect net sales for the period from November 19, 2007 through year-end .

NOTE: As Schering-Plough integrates systems during 2008 separate sales information for Organon is not expected to be presented separately.

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

Page 6

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			12 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			12 Mos.
Total U.S. Pharma (1):		802		771		709		855		3,138		656		718		733		800		2,908		7	%		8%
Nasonex		177		175		153		162		667		144		144		153		171		611		(5	%)		9	%
PegIntron		49		46		46		42		183		43		57		51		49		201		(14	%)		(9	%)
Temodar		74		79		79		83		315		67		72		72		74		286		12	%		10	%
Clarinex / Aerius		91		106		83		82		362		70		97		98		94		358		(12	%)		1	%
Avelox		115		75		78		115		384		80		58		63		103		304		12	%		26	%
Integrilin		80		73		73		85		312		76		78		78		81		312		6	%		—
Intron a		31		28		29		28		117		30		33		28		29		120		(4	%)		(3	%)
Proventil / Albuterol cfc		53		61		52		41		207		41		63		45		55		203		(25	%)		2	%
Asmanex		40		39		34		38		152		18		18		26		33		94		17	%		61	%
Foradil		25		25		24		24		98		20		22		22		27		91		(10	%)		8	%
Noxafil		6		7		8		10		31		—		—		2		3		4		N/M			N/M
Follistim (2)		—		—		—		14		14		—		—		—		—		—		N/M			N/M
Nuvaring (2)		—		—		—		26		26		—		—		—		—		—		N/M			N/M
Remeron (2)		—		—		—		2		2		—		—		—		—		—		N/M			N/M
Zemuron (2)		—		—		—		10		10		—		—		—		—		—		N/M			N/M
Marvelon (2)		—		—		—		2		2		—		—		—		—		—		N/M			N/M
Implanon (2)		—		—		—		3		3		—		—		—		—		—		N/M			N/M

(1)	U.S. Pharma for both the fourth quarter and full year 2007 include sales of Organon, the human health business of Organon BioSciences, of $84 million. Sales of Organon BioSciences are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
(2)	Products acquired in OBS acquisition reflect net sales for the period from November 19, 2007 through year-end.

NOTE: As Schering-Plough integrates systems during 2008 separate sales information for Organon is not expected to be presented separately.

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

Page 7

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr		12 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs		vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr		12 Mos.
Total International Pharma (1):		1,596		1,749		1,582		2,108		7,035		1,376		1,512		1,354		1,411		5,653		49%		24%
Remicade		373		394		426		455		1,648		278		307		317		337		1,240		35%		33%
Nasonex		107		120		89		109		425		85		98		68		82		333		33%		28%
PegIntron		168		188		175		197		728		153		169		155		159		636		25%		14%
Temodar		122		137		136		151		546		96		99		107		115		417		31%		31%
Clarinex / Aerius		113		144		88		92		437		90		129		73		70		364		30%		20%
Claritin Rx		112		102		83		93		391		101		104		74		78		356		19%		10%
Integrilin		4		5		5		6		20		4		4		4		4		17		29%		17%
Rebetol		71		73		59		70		273		76		84		72		73		306		(4%)		(11%)
Caelyx		62		65		64		66		257		51		53		52		49		206		33%		25%
Intron A		29		27		32		29		116		30		31		29		28		117		3%		(1%)
Subutex / Suboxone		56		52		55		57		220		48		53		51		51		203		11%		8%
Asmanex		3		3		2		3		10		2		2		2		3		9		—		14%
Elocon		36		43		40		39		158		34		37		35		32		138		21%		14%
Noxafil		10		13		16		19		58		2		3		4		7		15		N/M		N/M
Follistim (2)		—		—		—		43		43		—		—		—		—		—		N/M		N/M
Nuvaring (2)		—		—		—		19		19		—		—		—		—		—		N/M		N/M
Remeron (2)		—		—		—		31		31		—		—		—		—		—		N/M		N/M
Zemuron (2)		—		—		—		15		15		—		—		—		—		—		N/M		N/M
Livial (2)		—		—		—		24		24		—		—		—		—		—		N/M		N/M
Cerazette (2)		—		—		—		20		20		—		—		—		—		—		N/M		N/M
Marvelon (2)		—		—		—		18		18		—		—		—		—		—		N/M		N/M
Mercilon (2)		—		—		—		18		18		—		—		—		—		—		N/M		N/M
Implanon (2)		—		—		—		12		12		—		—		—		—		—		N/M		N/M

(1)	International Pharma for both the fourth quarter and full year 2007 include sales of Organon, the human health business of Organon BioSciences, of $325 million. Sales of Organon BioSciences are reflected as of the closing date of the acquisition on November 19, 2007 through year-end.
(2)	Products acquired in OBS acquisition reflect net sales for the period from November 19, 2007 through year-end.

NOTE: As Schering-Plough integrates systems during 2008 separate sales information for Organon is not expected to be presented separately.

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

Page 8

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			12 Mos.
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			12 Mos.
Global Health Care:		345		394		273		254		1,266		311		349		259		205		1,123		24	%		13	%
OTC:		177		182		162		161		682		153		149		138		118		558		37	%		22	%
OTC Claritin		127		137		104		94		462		111		111		95		72		390		30	%		18	%
Other OTC		50		45		58		67		220		42		38		43		46		168		47	%		31	%
Foot Care		78		102		92		74		345		83		96		92		73		343		1	%		1	%
Sun Care		90		110		19		19		239		75		104		29		14		222		38	%		8	%

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

Page 9

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

	2007										2006
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full
	Qtr.		Qtr.		Qtr.		Qtr.(1)		Year(1)		Qtr.		Qtr.		Qtr.		Qtr.		Year
	$		$		$		$		$		$		$		$		$		$
Geographic net sales
U.S.		1,179		1,195		1,028		1,194		4,597		999		1,103		1,047		1,043		4,192
Europe and Canada		1,215		1,343		1,199		1,743		5,500		1,046		1,206		1,044		1,107		4,403
Latin America		311		327		324		398		1,359		260		248		233		249		990
Asia Pacific		270		313		261		389		1,234		246		261		250		251		1,009
Consolidated net sales		2,975		3,178		2,812		3,724		12,690		2,551		2,818		2,574		2,650		10,594

	2007															2006
	1st			2nd			3rd			4th			Full			1st			2nd			3rd			4th			Full
	Qtr.			Qtr.			Qtr.			Qtr.			Year			Qtr.			Qtr.			Qtr.			Qtr.			Year
	$			$			$			$			$			$			$			$			$			$
Other income, net
Interest income		(82	)		(86	)		(117	)		(112	)		(395	)		(68	)		(69	)		(77	)		(83	)		(297	)
Interest expense		37			39			45			125			245			46			45			40			41			172
Acquisition-related (gains)/losses on currency-related and interest rate-related items (2)		(3	)		35			(314	)		(255	)		(537	)		—			—			—			—			—
Foreign exchange (gains)/losses		—			(3	)		(4	)		3			(3	)		—			5			—			(4	)		2
Other (income)/expense		—			(1	)		—			8			7			(12	)		—			—			—			(12	)
Total — Other income, net		(48	)		(16	)		(390	)		(231	)		(683	)		(34	)		(19	)		(37	)		(46	)		(135	)

	All figures rounded. Totals may not add due to rounding.
(1)	Fourth quarter and full year 2007 includes sales of Organon BioSciences which was acquired on November 19, 2007
(2)	Included in acquisition-related (gains)/losses in currency-related and interest rate-related items are gains from foreign currency options in the amount of $221 and $510 for the three and twelve months ended December 31, 2007, respectively.

Alex Kelly           908-298-7450

Robyn Brown          908-298-7417

Page 10

SCHERING-PLOUGH CORPORATION
Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported Diluted (Loss)/Earnings Per Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amount in Millions, except per share figures)

To supplement its consolidated financial statements presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), Schering-Plough is providing the supplemental financial information to reflect “As Reconciled” amounts related to Net (loss)/income available to common shareholders and diluted (loss)/earnings per common share. “As Reconciled” amounts exclude the effects of purchase accounting adjustments, acquisition-related items and other specified items.

“As Reconciled” amounts related to Net (loss)/income available to common shareholders and diluted (loss)/earnings per common share are non-U.S. GAAP measures used by management in evaluating the performance of Schering-Plough’s overall business. The effects of purchase accounting adjustments, acquisition-related items and other specified items have been excluded from net (loss)/income available to common shareholders and diluted (loss)/earnings per common share as management of Schering-Plough does not consider these charges to be indicative of continuing operating results. Schering-Plough believes that these “As Reconciled” performance measures contribute to a more complete understanding by investors of the overall results of the company and enhances investor understanding of items that impact the comparability of results between fiscal periods. Net (loss)/income available to common shareholders and diluted (loss)/earnings per common share, as reported, are required to be presented under U.S. GAAP.

	Three months ended December 31, 2007
				Purchase						Other
	As			Accounting			Acquisition-			Specified			As Reconciled
	Reported			Adjustments			Related Items			Items			(1)
Net sales	$	3,724		$	—		$	—		$	—		$	3,724
Cost of sales		1,566			(326	)		—			—			1,240
Selling, general and administrative		1,634			—			—			—			1,634
Research and development		855			—			—			(21	)		834
Acquired in-process research and development		3,754			(3,754	)		—			—			—
Other (income)/expense, net		(231	)		—			255			—			24
Special and acquisition related charges		52			—			(52	)		—			—
Equity income		(566	)		—			—			—			(566	)
(Loss)/income before income taxes		(3,340	)		4,080			(203	)		21			558
Income tax (benefit)/expense		(14	)		89			2			1			78
Net (loss)/income before cumulative effect of a change in accounting principle	$	(3,326	)	$	3,991		$	(205	)	$	20		$	480
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—
Net (loss)/income	$	(3,326	)	$	3,991		$	(205	)	$	20		$	480
Preferred stock dividends		38			—			—			—			38
Net (loss)/income available to common shareholders	$	(3,364	)	$	3,991		$	(205	)	$	20		$	442
Diluted (loss)/earnings per common share:
(Loss)/earnings available to common shareholders before cumulative effect of a change in accounting principle	$	(2.08	)										$	0.27
Cumulative effect of a change in accounting principle, net of tax		—												—
Diluted (loss)/earnings per common share	$	(2.08	)										$	0.27
Average common shares outstanding-diluted		1,621												1,648

(1) “As Reconciled” to exclude purchase accounting adjustments, acquisition-related items and other specified items.

Page 11

SCHERING-PLOUGH CORPORATION
Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported Diluted (Loss)/Earnings Per Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

	Three months ended December 31, 2006
				Purchase				Other
	As			Accounting		Acquisition-		Specified			As Reconciled
	Reported			Adjustments		Related Items		Items			(1)
Net sales	$	2,650		$	—	$	—	$	—		$	2,650
Cost of sales		915			—		—		(45	)		870
Selling, general and administrative		1,250			—		—		—			1,250
Research and development		631			—		—		(15	)		616
Acquired in-process research and development		—			—		—		—			—
Other income, net		(46	)		—		—		—			(46	)
Special and acquisition related charges		12			—		—		(12	)		—
Equity income		(403	)		—		—		—			(403	)
Income before income taxes		291			—		—		72			363
Income tax expense		87			—		—		—			87
Net income before cumulative effect of a change in accounting principle	$	204		$	—	$	—	$	72		$	276
Cumulative effect of a change in accounting principle, net of tax		—			—		—		—			—
Net income	$	204		$	—	$	—	$	72		$	276
Preferred stock dividends		22			—		—		—			22
Net income available to common shareholders	$	182		$	—	$	—	$	72		$	254
Diluted earnings per common share:
Earnings available to common shareholders before cumulative effect of a change in accounting principle	$	0.12									$	0.17
Cumulative effect of a change in accounting principle, net of tax		—										—
Diluted earnings per common share	$	0.12									$	0.17
Average common shares outstanding-diluted		1,497										1,497

(1) “As Reconciled” to exclude purchase accounting adjustments, acquisition-related items and other specified items.

Page 12

SCHERING-PLOUGH CORPORATION
Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported Diluted (Loss)/Earnings Per Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

	Twelve months ended December 31, 2007
				Purchase						Other
	As			Accounting			Acquisition-			Specified			As Reconciled
	Reported			Adjustments			Related Items			Items			(1)
Net sales	$	12,690		$	—		$	—		$	—		$	12,690
Cost of sales		4,405			(326	)		—			—			4,079
Selling, general and administrative		5,468			—			—			—			5,468
Research and development		2,926			—			—			(197	)		2,729
Acquired in-process research and development		3,754			(3,754	)		—			—			—
Other (income)/expense, net		(683	)		—			537			—			(146	)
Special and acquisition related charges		84			—			(84	)		—			—
Equity income		(2,049	)		—			—			—			(2,049	)
(Loss)/income before income taxes		(1,215	)		4,080			(453	)		197			2,609
Income tax expense		258			89			2			1			350
Net (loss)/income before cumulative effect of a change in accounting principle	$	(1,473	)	$	3,991		$	(455	)	$	196		$	2,259
Cumulative effect of a change in accounting principle, net of tax		—			—			—			—			—
Net (loss)/income	$	(1,473	)	$	3,991		$	(455	)	$	196		$	2,259
Preferred stock dividends		118			—			—			—			118
Net (loss)/income available to common shareholders	$	(1,591	)	$	3,991		$	(455	)	$	196		$	2,141
Diluted (loss)/earnings per common share:
(Loss)/earnings available to common shareholders before cumulative effect of a change in accounting principle	$	(1.04	)										$	1.37
Cumulative effect of a change in accounting principle, net of tax		—												—
Diluted (loss)/earnings per common share	$	(1.04	)										$	1.37
Average common shares outstanding-diluted		1,536												1,607

(1) “As Reconciled” to exclude purchase accounting adjustments, acquisition-related items and other specified items.

Page 13

SCHERING-PLOUGH CORPORATION
Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported Diluted (Loss)/Earnings Per Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

	Twelve months ended December 31, 2006
				Purchase				Other
	As			Accounting		Acquisition-		Specified			As Reconciled
	Reported			Adjustments		Related Items		Items			(1)
Net sales	$	10,594		$	—	$	—	$	—		$	10,594
Cost of sales		3,697			—		—		(146	)		3,551
Selling, general and administrative		4,718			—		—		—			4,718
Research and development		2,188			—		—		(15	)		2,173
Acquired in-process research and development		—			—		—		—			—
Other income, net		(135	)		—		—		—			(135	)
Special and acquisition related charges		102			—		—		(102	)		—
Equity income		(1,459	)		—		—		—			(1,459	)
Income before income taxes		1,483			—		—		263			1,746
Income tax expense		362			—		—		—			362
Net income before cumulative effect of a change in accounting principle	$	1,121		$	—	$	—	$	263		$	1,384
Cumulative effect of a change in accounting principle, net of tax		(22	)		—		—		22			—
Net income	$	1,143		$	—	$	—	$	241		$	1,384
Preferred stock dividends		86			—		—		—			86
Net income available to common shareholders	$	1,057		$	—	$	—	$	241		$	1,298
Diluted earnings per common share:
Earnings available to common shareholders before cumulative effect of a change in accounting principle	$	0.69									$	0.87
Cumulative effect of a change in accounting principle, net of tax		0.02										—
Diluted earnings per common share	$	0.71									$	0.87
Average common shares outstanding-diluted		1,491										1,491

(1) “As Reconciled” to exclude purchase accounting adjustments, acquisition-related items and other specified items.

Page 14

SCHERING-PLOUGH CORPORATION
Reconciliation from Reported Net (Loss)/Income Available to Common Shareholders
and Reported Diluted (Loss)/Earnings Per Share to As Reconciled Amounts for Net (Loss)/Income
Available to Common Shareholders and Diluted (Loss)/Earnings per Common Share (unaudited)
(Amounts in Millions, except per share figures)

“As Reconciled” amounts related to Net (loss)/income available to common shareholders and diluted (loss) earnings per common share reflect the following adjustments:

	Fourth Quarter					Twelve Months
(Amounts in millions)	2007			2006		2007			2006
Purchase accounting adjustments:
Amortization of intangibles in connection with the acquisition of Organon BioSciences (a)	$	65		$	—	$	65		$	—
Depreciation related to the fair value adjustment of fixed assets related to the acquisition of Organon BioSciences (a)		3			—		3			—
Charge related to the fair value adjustment to inventory related to the acquisition of Organon BioSciences (a)		258			—		258			—
Acquired IPR&D related to the Organon BioSciences acquisition (b)		3,754			—		3,754			—
Total purchase accounting adjustments, pre-tax		4,080			—		4,080			—
Income tax benefit		89			—		89			—
Total purchase accounting adjustments	$	3,991		$	—	$	3,991		$	—
Acquisition-related items:
Acquisition-related (gains)/losses on currency-related and interest-related items (c)	$	(255	)	$	—	$	(537	)	$	—
Integration-related activities (d)		52			—		84			—
Total acquisition-related items, pre-tax		(203	)		—		(453	)		—
Income tax benefit		2			—		2			—
Total acquisition-related items	$	(205	)	$	—	$	(455	)	$	—
Other specified items:
Manufacturing changes announced June 1, 2006 (e)	$	—		$	57	$	—		$	248
Upfront R&D payments (b)		21			15		197			15
Change in accounting principle (f)		—			—		—			(22	)
Total other significant items, pre-tax		21			72		197			241
Income tax benefit		1			—		1			—
Total other specified items	$	20		$	72	$	196		$	241
Total purchase accounting adjustments, acquisition-related items and other specified items	$	3,806		$	72	$	3,732		$	241

(a)	Included in cost of sales
(b)	Included in research and development
(c)	Included in other (income)/expense, net
(d)	Included in special and acquisition-related charges
(e)	Included in cost of sales and special and acquisition-related charges
(f)	Included in cumulative effect in change in accounting principle, net

Page 15