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 3, 2009

SCHERING–PLOUGH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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

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

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

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

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

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

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

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

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

EX-99.2: SUPPLEMENTAL FINANCIAL DATA

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

Schering-Plough today issued a press release titled “Schering-Plough Reports Financial Results for 2008 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

99.1 Press release dated February 3, 2009 titled “Schering-Plough Reports Financial Results for 2008 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 3, 2009

Exhibit Index

Exhibit
Number	Description
99.1	Press release dated February 3, 2009 titled “Schering-Plough Reports Financial Results for 2008 Fourth Quarter, Full Year”
99.2	Supplemental Financial Data

EX-99.1

Exhibit 99.1

	Media Contact Steve Galpin, Jr. +1 908 298 7415	Schering-Plough 2000 Galloping Hill Road Kenilworth, NJ 07033 USA www.schering-plough.com
	Investor Contacts Janet Barth Joseph Romanelli +1 908 298 7436

news release

SCHERING-PLOUGH REPORTS FINANCIAL RESULTS
FOR 2008 FOURTH QUARTER, FULL YEAR

Strength and Diversity Drive Solid Financial Performance;
Productivity Transformation Delivering Savings;
Industry-Leading Late-Stage Pipeline Advances

KENILWORTH, N.J., Feb. 3, 2009 — Schering-Plough Corporation (NYSE: SGP) today reported financial results for the 2008 fourth quarter and full year.

          “Schering-Plough delivered a very strong performance in 2008 — in the face of intensifying pressures on our industry,” said Fred Hassan, chairman and CEO. “We have delivered these results by executing on our core strategies while responding quickly and decisively to the fast-changing environment, including taking effective actions to reduce costs and improve productivity.

          “Despite the challenges facing our industry today,” continued Hassan, “we remain confident about one thing: that innovator companies — those that can discover and deliver valuable new medicines — should continue to do well. We have shown that we are one of those companies.”

          For the 2008 fourth quarter, Schering-Plough reported net income available to common shareholders of $442 million or 27 cents per common share on a GAAP basis. Earnings per common share for the 2008 fourth quarter would have been 39 cents on net income of $633 million on a reconciled basis, which excludes purchase accounting adjustments, special and acquisition-related items, and $22 million of income from the termination of a respiratory joint venture with Merck & Co., Inc. (Merck). For the 2007 fourth quarter, Schering-Plough reported a net loss available to common shareholders of $3.4 billion or $2.08 per common share on a GAAP basis and earnings of 27 cents per common share on a reconciled basis.

          GAAP net sales for the 2008 fourth quarter totaled $4.3 billion, up 17 percent as compared to the fourth quarter of 2007, reflecting an unfavorable impact from foreign exchange of 6 percent. Sales for the quarter benefited from the inclusion of net sales of products from Organon BioSciences N.V. (OBS), which was acquired on Nov. 19, 2007. Net sales of the global cholesterol joint venture, which include VYTORIN and ZETIA, totaled $1.1 billion in the 2008 fourth quarter and were down 26

percent, primarily due to lower sales in the U.S. 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 net sales for the 2008 fourth quarter would have been $4.9 billion.

          Said Hassan on the company’s research pipeline: “We are rich in potential first-in-class and best-in-class compounds — and excited that the strength of our innovation is coming through. With 12 new entities in Phase III or pre-registration, we believe ours is an industry-leading late-stage pipeline.”

          In addition, many of Schering-Plough’s key prescription products are protected by long periods of expected exclusivity, with most protected well into the next decade. “At a time when many others in the industry are facing pipeline droughts and patent cliffs, we believe we’re in the sweet spot on product flow and expected exclusivity. This gives us a special edge.”

          The company has made major progress in building strength and diversity — across its businesses, geographic presence and product portfolio. Important assets include its leading Animal Health business and innovative Consumer Health Care unit. A key action was the acquisition of Organon BioSciences in November 2007 and its successful integration. The OBS acquisition added new treatment categories (women’s health and central nervous system), expanded the product pipeline with promising late-stage compounds, and made Schering-Plough the world’s largest animal health company. In the first half of 2008, the company had already achieved its full-year OBS accretion target.

          Several other important achievements were made over the past five full years (2004-08) since the current management team joined Schering-Plough:

• More than doubling adjusted net sales, from $8.9 billion in 2004 to $20.8 billion in 2008;

• Expanding and diversifying sales drivers, from only one product with sales above $1 billion in 2004 to five products with sales above $1 billion in 2008 (REMICADE, NASONEX and TEMODAR — as well as VYTORIN and ZETIA in the cholesterol joint venture);

• Increasing reconciled earnings per share, from roughly breakeven in 2004 to $1.75 in 2008;

• Strengthening the financial position, going from a negative free cash flow in 2004 to generating positive free cash flows in 2006, 2007 and 2008;

• Building an impressive late-stage R&D product pipeline, going from only three new entities in Phase III in 2004 to having eight at year-end 2008, with four more in pre-registration, for a total of 12 in late-stage development.

          Thomas P. Koestler, Ph.D., executive vice president and president of Schering-Plough Research Institute, said, “Our scientists have made R&D innovation a hallmark of our pipeline. The productivity of our labs is evidenced by our rich late-stage pipeline, by the six projects designated ‘fast track’ by the FDA, and by our 75 new molecular entities in all phases of development. We will continue to pursue novel approaches so that patients and physicians can gain access to new therapies to treat and modify the pathways of serious diseases.”

           Schering-Plough at a November 2008 R&D Update meeting highlighted its rich and innovative pipeline, with 46 new entities in clinical trials or under regulatory review, including:

• A thrombin receptor antagonist (TRA), in Phase III for atherothrombosis, which has been designated “fast track” by the U.S. Food and Drug Administration (FDA);

• Golimumab, a subcutaneous treatment for certain inflammatory diseases, filed for once-monthly dosing for three arthritic indications in the EU;

• SAPHRIS (asenapine), under U.S. review for the acute treatment of schizophrenia and bipolar disorder; its U.S. application received a “complete response” from FDA in January 2009 indicating no new studies would be required and including draft labeling for both indications;

• Boceprevir, a protease inhibitor in Phase III for hepatitis C, which has also been designated “fast track” by the FDA and for which enrollment in Phase III registration trials has been completed; and

• BRIDION (sugammadex), an innovative agent for use in anesthesiology, being launched in the EU and other countries, and under U.S. review.

          Responding decisively to business conditions, the company in April 2008 launched its Productivity Transformation Program (PTP), which is expected to realize savings of $1.5 billion by the end of 2012, with $1.25 billion in savings targeted to be accomplished by 2010. The $1.5 billion target includes the previously announced integration synergy targets from the OBS acquisition. The company is making steady progress toward achieving these savings targets and increasing operational efficiencies.

Fourth Quarter 2008 Results

For the 2008 fourth quarter, Schering-Plough reported net income available to common shareholders of $442 million or 27 cents per common share on a GAAP basis. Earnings per common share for the 2008 fourth quarter would have been 39 cents on net income of $633 million on a reconciled basis, which excludes purchase accounting adjustments, special and acquisition-related items and $22 million of income from the termination of a respiratory joint venture with Merck. For the 2007 fourth quarter, Schering-Plough reported a net loss available to common shareholders of $3.4 billion or $2.08 per common share on a GAAP basis and earnings of 27 cents per common share on a reconciled basis, which excludes acquisition-related items and an upfront R&D payment.

          GAAP net sales for the 2008 fourth quarter increased 17 percent to $4.3 billion, including $1.3 billion in sales of products from the OBS acquisition and an unfavorable impact from foreign exchange of 6 percent.

          Global cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled $1.1 billion, a decrease of 26 percent when compared to the fourth quarter of 2007. 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 net sales for the 2008 fourth quarter would have been $4.9 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 $426 million in the 2008 fourth quarter, as compared to $566 million in the fourth quarter of 2007. Included in fourth quarter 2008 GAAP equity income is $22 million of income related to the termination of the respiratory joint venture. 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 Prescription Pharmaceuticals for the 2008 fourth quarter increased 17 percent to total $3.5 billion, including an unfavorable impact from foreign exchange of 6 percent. Included in the fourth quarter of 2008 are $823 million of net sales of products related to the OBS human health business compared to $409 million in the prior year period. Schering-Plough acquired OBS on Nov. 19, 2007.

          Sales of REMICADE increased 8 percent to $491 million in the fourth quarter of 2008 due to continued market growth and expanded penetration in certain indications partially offset by an unfavorable impact from foreign exchange. REMICADE is a treatment for inflammatory diseases that Schering-Plough markets in countries outside the U.S. (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.

          Sales of TEMODAR, a treatment for certain types of brain tumors, increased 4 percent to $242 million, with higher sales in most markets partially offset by the unfavorable impact of foreign exchange.

          Global sales of NASONEX, an inhaled nasal corticosteroid for allergies, rose 3 percent to $280 million versus the 2007 period, due to increased sales in the U.S. and international markets.

          Sales of PEGINTRON for hepatitis C decreased 6 percent to $225 million in the 2008 fourth quarter, primarily due to lower sales in the U.S.

          In women’s health care, sales for FOLLISTIM/PUREGON, a fertility treatment, for the fourth quarter of 2008 were $127 million. Sales of NUVARING, a contraceptive product, in the 2008 fourth quarter grew to $110 million. These women’s health products were obtained as part of the OBS acquisition.

          Global sales of CLARINEX, a nonsedating antihistamine, in the fourth quarter of 2008 were $160 million, a decrease of 8 percent as compared to the fourth quarter of 2007, primarily due to lower sales in the U.S.

          International sales of prescription CLARITIN were $99 million in the fourth quarter of 2008, a 6 percent increase compared to sales of $93 million in the fourth quarter of 2007 due primarily to higher sales in Japan.

          Animal Health sales totaled $674 million in the 2008 fourth quarter, a 33 percent increase (including an unfavorable impact from foreign exchange of 9 percent) as compared to $507 million in the fourth quarter of 2007. Animal Health sales included sales related to products from the acquired OBS animal health business of $436 million in the fourth quarter of 2008 and $217 million in the fourth quarter of 2007. Animal Health sales in the 2008 fourth quarter were unfavorably impacted by foreign exchange, the divestment of certain products related to the acquisition of OBS and by factors resulting from current credit conditions, including inventory reductions initiated by customers.

          Consumer Health Care sales were $219 million in the 2008 fourth quarter, down 14 percent versus the 2007 period. The decrease was mainly due to lower sales of OTC CLARITIN, which were unfavorably impacted by retail inventory reductions, private-label competition and the timing of shipments. Partially offsetting the sales decline were higher sales of OTC MIRALAX, launched in February 2007, which increased to $30 million.

          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 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 totaled 64.9 percent for the 2008 fourth quarter as compared to 57.9 percent in the 2007 period. Excluding purchase accounting adjustments, the gross margin percentage increased to 68.9 percent for the fourth quarter of 2008 as compared to 66.7 percent for the fourth quarter of 2007, primarily due to a favorable impact from foreign exchange.

          SG&A expenses were $1.6 billion in the fourth quarter of 2008, essentially flat as compared to the fourth quarter of 2007.

          Research and development spending for the 2008 fourth quarter was $850 million consistent with the fourth quarter of 2007. Included in R&D spending in the fourth quarter of 2007 was $21 million related to an upfront payment made for a licensing transaction. R&D expenditures reflect spending for clinical trials and related activities, and investments to build greater depth and capacity to support Schering-Plough’s expanding global R&D pipeline.

Full-Year 2008 Results

Schering-Plough’s full-year 2008 financial results include results of operations for OBS. For the full-year 2008, Schering-Plough reported net income available to common shareholders of $1.6 billion or $1.01 per common share on a GAAP basis. Earnings per common share on a reconciled basis grew 28 percent to $1.75, excluding purchase accounting adjustments, special and acquisition-related items, a $160 million pre-tax gain from the divestitures of certain animal health products, $105 million of income from the termination of a respiratory joint venture with Merck, and other specified items. For the full-year 2007, Schering-Plough reported a net loss of $1.6 billion or $1.04 per common share on a GAAP basis, which included $3.8 billion of acquired in-process research and development charges related to the purchase accounting of the OBS acquisition. Excluding purchase accounting adjustments, special and acquisition-related items and other specified items, Schering-Plough’s full-year 2007 earnings per common share were $1.37.

          Schering-Plough reported full-year 2008 GAAP net sales of $18.5 billion, a 46 percent increase, compared to $12.7 billion in 2007, including a favorable impact of 3 percent from foreign exchange. The increase was primarily due to the acquisition of OBS on Nov. 19, 2007. Schering-Plough’s adjusted net sales for 2008 totaled $20.8 billion, an increase of $5.6 billion as compared to $15.2 billion on an adjusted basis in 2007. The company noted that for 2009 U.S. sales of VYTORIN and ZETIA are expected to be lower than in 2008 while international sales, excluding the impact of foreign exchange, should continue to grow.

          On a GAAP basis, Schering-Plough’s gross margin was 60.5 percent in 2008 as compared to 65.3 percent in 2007. Excluding purchase accounting adjustments, the gross margin percentage increased to 68.3 percent in 2008 as compared to 67.9 percent in 2007.

For the 2008 full year, selling, general and administrative expenses were $6.8 billion.

Research and development spending for 2008 totaled $3.5 billion.

Equity income in 2008 totaled $1.9 billion, a decrease of 9 percent compared to 2007.

Recent Developments

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

• Reported that vicriviroc, an investigational CCR5 receptor antagonist, demonstrated sustained viral suppression and increased CD4 cell counts and was well tolerated through up to four years of therapy in treatment-experienced HIV-infected patients. (Announced Oct. 26, 2008)

• Reported on a study of golimumab, in development with Centocor Inc., showing sustained improvements in joint and skin symptoms of active psoriatic arthritis through six months with results sustained through one year. (Announced Oct. 27, 2008)

• Reported results from two Phase III studies showing that patients with active moderate to severe rheumatoid arthritis receiving every four-week subcutaneous injections of golimumab experienced significant improvements in physical function, health-related quality of life and fatigue. (Announced Oct. 27, 2008)

• Reported on a study in the November 2008 issue of Anesthesiology demonstrating that sugammadex, a novel selective relaxant binding agent, produced a significantly more rapid recovery from profound rocuronium-induced muscle relaxation than the conventional reversal agent neostigmine. (Announced Oct. 28, 2008)

• Reported that a planned interim analysis of a Phase II study showed that boceprevir in combination with peginterferon and ribavirin markedly increased sustained virologic response (SVR) rates with 28 weeks of therapy and nearly doubled SVR with 48 weeks of therapy compared to current standard of care, peginterferon and ribavirin for 48 weeks. (Announced Nov. 1, 2008)

• Reported top-line results of a long-term Phase III clinical study of SAPHRIS demonstrating efficacy and safety in preventing relapse of schizophrenia. (Announced Nov. 24, 2008)

• Reported that preladenant, a novel and selective adenosine2a receptor antagonist, met the primary endpoint in a Phase II trial in patients suffering from moderate to severe Parkinson’s disease. (Announced Nov. 24, 2008)

• Provided a clinical update on boceprevir and announced development of a highly potent next-generation oral hepatitis C protease inhibitor, in Phase II. (Announced Nov. 24, 2008)

• Hosted an R&D Update meeting on the company’s research pipeline, highlighting a rich and innovative portfolio of compounds in development. (Announced Nov. 24, 2008)

• U.S. National Institutes of Health reported on an article in the Journal of the American College of Cardiology, “Effect of Statins Alone Versus Statins Plus Ezetimibe On Carotid Atherosclerosis In Type 2 Diabetes: The SANDS Trial.” (Announced Dec. 3, 2008)

• Reported that the Committee for Medicinal Products for Human Use of the European Medicines Agency (EMEA) had issued a positive opinion recommending approval of an intravenous formulation of TEMODAL. (Announced Dec. 8, 2008)

• Announced U.S. approval of PEGINTRON and REBETOL combination therapy for use in previously untreated patients 3 years of age and older with chronic hepatitis C. (Announced Dec. 12, 2008)

• Announced that the EMEA had validated (accepted for review) a Marketing Authorization Application for an experimental fertility treatment, corifollitropin alfa. (Announced Dec. 31, 2008)

• The FDA announced completion of its review of clinical trial data from the ENHANCE trial involving VYTORIN. (Announced Jan. 8, 2009)

• Santarus, Inc. announced that Schering-Plough HealthCare Products, Inc. had received a complete response letter from FDA for its application to sell ZEGERID in the U.S. OTC heartburn market. (Announced Jan. 13, 2009)

• Reported that the FDA had issued a complete response letter for SAPHRIS sublingual tablets in the acute treatment of schizophrenia and in the acute treatment of manic or mixed episodes associated with bipolar I disorder in adults as monotherapy. (Announced Jan. 14, 2009)

• Announced the introduction of new CLARITIN Liqui-Gels, the first and only non-drowsy allergy medicine in an easy-to-swallow liquid-filled capsule. (Announced Jan. 14, 2009)

• Completed enrollment in registration studies for boceprevir in treatment-naïve and treatment-experienced hepatitis C patients. (Announced Jan. 27, 2009)

• Announced that actress and model Brooke Shields will become the spokesperson for COPPERTONE NutraShield™ with Dual Defense™, the brand’s new beauty line. (Announced Jan. 27, 2009)

Fourth Quarter 2008 Conference Call and Webcast

Schering-Plough will conduct a conference call today at 8 a.m. (EST) to review the 2008 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 #78444197. A replay of the call will be available beginning later on Feb. 3 through 5 p.m. on Feb. 10. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #78444197. 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. 3 through 5 p.m. on Feb. 24.

DISCLOSURE NOTICE: The information in this press release, the comments of Schering-Plough officers during the earnings teleconference/webcast on Feb. 3, 2009, 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 and anticipated timing regarding future performance of the Action Agenda; business prospects; anticipated growth; timing and level of savings achieved from the Productivity Transformation Program, including the ongoing integration of OBS; 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 products and trending in therapeutic markets, including 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 Part II, Item 1A. “Risk Factors” in the third quarter 2008 10-Q, filed Oct. 29, 2008.

          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, animal health and consumer health care products. Schering-Plough’s vision is to “Earn Trust, Every Day” with the doctors, patients, customers and other stakeholders served by its colleagues around the world. The company is based in Kenilworth, N.J., and its Web site is
www.schering-plough.com.

#       #       #

SCHERING-PLOUGH CORPORATION

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

	Fourth Quarter						Twelve Months
	2008			2007			2008			2007
Net sales 1/	$	4,348			$3,724			$18,502			$12,690
Cost of sales 2/		1,525			1,566			7,307			4,405
Selling, general and administrative		1,615			1,634			6,823			5,468
Research and development 3/		850			855			3,529			2,926
Acquired in-process research and development 4/		—			3,754			—			3,754
Other expense/(income), net		146			(231	)		335			(683	)
Special and acquisition-related charges 5/		111			52			329			84
Equity income 6/		(426	)		(566	)		(1,870	)		(2,049	)
Income/(loss) before income taxes		527			(3,340	)		2,049			(1,215	)
Income tax expense/(benefit)		47			(14	)		254			258
Net income/(loss)	$	480		$	(3,326	)	$	1,795		$	(1,473	)
Preferred stock dividends		38			38			150			118
Net income/(loss) available to common shareholders	$	442		$	(3,364	)	$	1,645		$	(1,591	)
Diluted earnings/(loss) per common share	$	0.27		$	(2.08	)	$	1.01		$	(1.04	)
Average shares outstanding — diluted		1,634			1,621			1,635			1,536

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, 2008, include sales of Organon BioSciences (OBS) products of $1.3 billion and $5.4 billion, respectively. Net sales for the three and twelve months ended December 31, 2007 include sales of OBS products of $626 million subsequent to closing date of the acquisition on November 19, 2007.
2/	Cost of sales for the three and twelve months ended December 31, 2008 include purchase accounting adjustments of $174 million and $1.4 billion, respectively, related to the acquisition of OBS. Cost of sales for the three and twelve months ended December 31, 2007 includes purchase accounting adjustments of $326 million related to the acquisition of OBS.
3/	Research and development for the three and twelve months ended December 31, 2007 include $21 million and $197 million, respectively, related to upfront R&D payments.
4/	Acquired in-process research and development for the twelve months ended December 31, 2007 represents a charge of $3.8 billion in connection with the acquisition of OBS.
5/	Special and acquisition-related charges relate to the Productivity Transformation Program (PTP) which also incorporates the ongoing integration of OBS. For the three and twelve months ended December 31, 2008 these charges were $111 million ($97 million for severance costs and $14 million for integration-related costs) and $329 million ($275 million for severance costs and $54 million for integration-related costs), respectively. Special and acquisition-related charges for the three and twelve months ended December 31, 2007 were $52 million and $84 million, respectively.
6/	Equity income for the three and twelve months ended December 31, 2008 include $22 million and $105 million, respectively, of income related to the termination of a respiratory joint venture with Merck.

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
(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 income available to common shareholders and Diluted earnings per common share. “As Reconciled” amounts exclude the effects of purchase accounting adjustments, special and acquisition-related items and other specified items.

“As Reconciled” amounts related to Net income/(loss) available to common shareholders and Diluted earnings/(loss) 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, special and acquisition-related items and other specified items have been excluded from Net income/(loss) available to common shareholders and Diluted earnings/(loss) per common share as management of Schering-Plough does not consider these items 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 income/(loss) available to common shareholders and Diluted earnings/(loss) per common share, as reported, are required to be presented under U.S. GAAP.

	Three months ended December 31, 2008
	(unaudited)
							Special and
				Purchase			Acquisition-			Other			As
	As			Accounting			Related			Specified			Reconciled
	Reported			Adjustments			Items			Items			(1)
Net sales	$	4,348		$	—		$	—		$	—		$	4,348
Cost of sales		1,525			(174	)		—			—			1,351
Selling, general and administrative		1,615			(1	)		—			—			1,614
Research and development		850			(2	)		—			—			848
Other expense/(income), net		146			—			—			—			146
Special and acquisition-related charges		111			—			(111	)		—			—
Equity income		(426	)		—			—			22			(404	)
Income before income taxes		527			177			111			(22	)		793
Income tax expense/(benefit)		47			(44	)		(31	)		—			122
Net income	$	480		$	133		$	80		$	(22	)	$	671
Preferred stock dividends		38			—			—			—			38
Net income available to common shareholders	$	442		$	133		$	80		$	(22	)	$	633
Diluted earnings per common share	$	0.27											$	0.39
Average shares outstanding-diluted		1,634												1,634

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

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
(Amounts in Millions, except per share figures)

	Three months ended December 31, 2007
	(unaudited)
							Special and
				Purchase			Acquisition-			Other			As
	As			Accounting			Related			Specified			Reconciled
	Reported			Adjustments			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 expense/(income), 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	$	(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	$	(2.08	)										$	0.27
Average shares outstanding-diluted		1,621												1,648

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

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
(Amounts in Millions, except per share figures)

	Twelve months ended December 31, 2008
	(unaudited)
							Special and
				Purchase			Acquisition-			Other			As
	As			Accounting			Related			Specified			Reconciled
	Reported			Adjustments			Items			Items			(1)
Net sales	$	18,502		$	—		$	—		$	—		$	18,502
Cost of sales		7,307			(1,437	)		—			—			5,870
Selling, general and administrative		6,823			(4	)		—			—			6,819
Research and development		3,529			(8	)		—			—			3,521
Other expense/(income), net		335			—			—			177			512
Special and acquisition-related charges		329			—			(329	)		—			—
Equity income		(1,870	)		—			—			105			(1,765	)
Income before income taxes		2,049			1,449			329			(282	)		3,545
Income tax expense/(benefit)		254			(236	)		(56	)		16			530
Net income	$	1,795		$	1,213		$	273		$	(266	)	$	3,015
Preferred stock dividends		150			—			—			—			150
Net income available to common shareholders	$	1,645		$	1,213		$	273		$	(266	)	$	2,865
Diluted earnings per common share	$	1.01											$	1.75
Average shares outstanding-diluted		1,635												1,635

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

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
(Amounts in Millions, except per share figures)

	Twelve months ended December 31, 2007
	(unaudited)
							Special and
				Purchase			Acquisition-			Other			As
	As			Accounting			Related			Specified			Reconciled
	Reported			Adjustments			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 expense/(income), 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/(benefit)		258			(89	)		(2	)		(1	)		350
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	$	(1.04	)										$	1.37
Average shares outstanding-diluted		1,536												1,607

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

SCHERING-PLOUGH CORPORATION

Summary of Detailed Schedule
(Amounts in Millions)

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

	Fourth Quarter						Twelve Months
	(unaudited)						(unaudited)
	2008			2007			2008			2007
Purchase accounting adjustments:
Amortization of intangibles in connection with the acquisition of Organon BioSciences (a)	$	120		$	65		$	527		$	65
Depreciation related to the fair value adjustment of fixed assets related to the acquisition of Organon BioSciences (b)		8			3			33			3
Charge related to the fair value adjustment to inventory related to the acquisition of Organon BioSciences (a)		49			258			889			258
Acquired IPR&D related to the Organon BioSciences acquisition (c)		—			3,754			—			3,754
Total purchase accounting adjustments, pre-tax		177			4,080			1,449			4,080
Income tax benefit		44			89			236			89
Total purchase accounting adjustments	$	133		$	3,991		$	1,213		$	3,991
Special and acquisition-related items:
Special and integration-related activities (e)	$	111		$	52		$	329		$	84
Acquisition-related gains on currency-related and interest-related items net (d)		—			(255	)		—			(537	)
Total special and acquisition-related items, pre-tax		111			(203	)		329			(453	)
Income tax benefit		31			2			56			2
Total special and acquisition-related items	$	80		$	(205	)	$	273		$	(455	)
Other specified items:
Gain on sale of previously announced divestiture of certain Animal Health products (d)	$	—		$	—		$	(160	)	$	—
Income from respiratory JV termination (f)		(22	)		—			(105	)		—
Gain on sale of manufacturing plant (d)		—			—			(17	)		—
Upfront R&D payments (c)		—			21			—			197
Total other specified items, pre-tax		(22	)		21			(282	)		197
Income tax benefit/(expense)		—			1			(16	)		1
Total other specified items	$	(22	)	$	20		$	(266	)	$	196
Total purchase accounting adjustments, special and acquisition-related items and other specified items	$	191		$	3,806		$	1,220		$	3,732

(a)	Included in Cost of sales
(b)	Included in Cost of sales, Selling, general and administrative and Research and development
(c)	Included in Research and development
(d)	Included in Other expense/(income), net
(e)	Included in Special and acquisition-related charges
(f)	Included in Equity income

SCHERING-PLOUGH CORPORATION

Report for the period ended December 31 (unaudited):

GAAP Net Sales by Key Product

(Dollars in millions)	Fourth Quarter							Full Year
	2008		2007		%			2008		2007		%
PRESCRIPTION PHARMACEUTICALS a/	$	3,455	$	2,963		17	%	$	14,253	$	10,173		40	%
REMICADE		491		455		8	%		2,118		1,648		28	%
NASONEX		280		271		3	%		1,155		1,092		6	%
TEMODAR		242		234		4	%		1,002		861		16	%
PEGINTRON		225		239		(6	%)		914		911		—
CLARINEX / AERIUS		160		174		(8	%)		790		799		(1	%)
FOLLISTIM / PUREGON c/		127		57		N/M			577		57		N/M
NUVARING c/		110		45		N/M			440		45		N/M
CLARITIN RX		99		93		6	%		425		391		9	%
AVELOX		102		115		(11	%)		376		384		(2	%)
INTEGRILIN		78		91		(14	%)		314		332		(5	%)
CAELYX		64		66		(2	%)		297		257		16	%
REBETOL		67		71		(5	%)		260		277		(6	%)
ZEMURON c/		51		25		N/M			253		25		N/M
REMERON c/		48		33		N/M			239		33		N/M
INTRON A		57		57		—			234		233		—
SUBUTEX / SUBOXONE		52		57		(9	%)		230		220		5	%
PROVENTIL / ALBUTEROL CFC		63		41		52	%		190		207		(8	%)
CERAZETTE c/		44		20		N/M			185		20		N/M
LIVIAL c/		40		24		N/M			183		24		N/M
ASMANEX		49		41		18	%		180		162		11	%
ELOCON		39		37		6	%		176		156		13	%
MERCILON c/		31		18		N/M			159		18		N/M
IMPLANON c/		32		15		N/M			151		15		N/M
NOXAFIL		38		29		33	%		149		89		68	%
MARVELON c/		33		20		N/M			147		20		N/M
FORADIL		27		25		8	%		102		102		—
Other Pharmaceuticals		806		610		32	%		3,007		1,795		68	%
ANIMAL HEALTH b/		674		507		33	%		2,973		1,251		138	%
CONSUMER HEALTH CARE		219		254		(14	%)		1,276		1,266		1	%
OTC		130		161		(19	%)		680		682		—
OTC CLARITIN		55		94		(42	%)		405		462		(12	%)
MiraLAX		30		18		66	%		115		48		N/M
Other OTC		45		49		(8	%)		160		172		(7	%)
Foot Care		71		74		(4	%)		357		345		3	%
Sun Care		18		19		(6	%)		239		239		—
CONSOLIDATED GAAP NET SALES	$	4,348	$	3,724		17	%	$	18,502	$	12,690		46	%

a/	Prescription Pharmaceuticals Net sales for the three and twelve months ended December 31, 2008 include net sales of $823 million and $3.5 billion, respectively, from the human health segment of Organon BioSciences (OBS). Prescription Pharmaceuticals Net sales for the three and twelve months ended December 31, 2007 include $409 million of OBS human health segment sales subsequent to the closing date of the acquisition on November 19, 2007.
b/	Animal Health Net sales for the three and twelve months ended December 31, 2008 include net sales of $436 million and $1.9 billion, respectively, from the animal health segment of OBS. Animal Health Net sales for the three and twelve months ended December 31, 2007 include $217 million of OBS animal health segment sales subsequent to the closing date of the acquisition on November 19, 2007.
c/	Products acquired in OBS acquisition on November 19, 2007.
N/M — Not a meaningful percentage.
	Percentages based on unrounded figures.

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.

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)	2008		2007		%
Net sales, as reported a/	$	4,348	$	3,724		17	%
50 percent of cholesterol joint venture net sales b/		531		722		(26	%)
Adjusted net sales b/	$	4,879	$	4,446		10	%

	Twelve months ended December 31,
	(unaudited)
(Dollars in millions)	2008		2007		%
Net sales, as reported a/	$	18,502	$	12,690		46	%
50 percent of cholesterol joint venture net sales b/		2,250		2,559		(12	%)
Adjusted net sales b/	$	20,752	$	15,249		36	%

a/	Net sales for the three and twelve months ended December 31, 2008 include sales from Organon BioSciences (OBS). Net sales for the three and twelve months ended December 31, 2007 include sales from Organon BioSciences (OBS) subsequent to the closing date of the acquisition on November 19, 2007.
b/	Total Net sales of the cholesterol joint venture for the three months ended December 31, 2008 and 2007 were $1.1 billion and $1.4 billion, respectively. Total Net sales of the cholesterol joint venture for the twelve months ended December 31, 2008 and 2007 were $4.5 billion and $5.1 billion, respectively.

NOTE: Adjusted net sales, defined as net sales plus an assumed 50 percent of global cholesterol joint venture net sales, is a non-U.S. GAAP measure used by management in evaluating the performance of 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)

	2008			2007			2008			2007						2008			2007			2008			2007
	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			2008 vs. 2007
	$			$			$			$			Reconciled			$			$			$			$			As Reconciled
Net sales 1/		4,348			3,724			4,348			3,724			17	%		18,502			12,690			18,502			12,690			46	%
Cost of sales		1,525			1,566			1,351			1,240			9	%		7,307			4,405			5,870			4,079			44	%
Gross profit		2,823			2,158			2,997			2,484			21	%		11,195			8,285			12,632			8,611			47	%
Selling, general and administrative		1,615			1,634			1,614			1,634			(1	%)		6,823			5,468			6,819			5,468			25	%
Research and development		850			855			848			834			2	%		3,529			2,926			3,521			2,729			29	%
Acquired in-process research and development		—			3,754			—			—				*		—			3,754			—			—				*
Other expense/(income), net		146			(231	)		146			24			N/M			335			(683	)		512			(146	)		N/M
Special and acquisition-related charges		111			52			—			—				*		329			84			—			—				*
Equity income		(426	)		(566	)		(404	)		(566	)		(29	%)		(1,870	)		(2,049	)		(1,765	)		(2,049	)		(14	%)
Income/(loss) before income taxes		527			(3,340	)		793			558			42	%		2,049			(1,215	)		3,545			2,609			36	%
Income tax expense/(benefit)		47			(14	)		122			78			56	%		254			258			530			350			51	%
Net income/(loss)		480			(3,326	)		671			480			40	%		1,795			(1,473	)		3,015			2,259			33	%
Preferred stock dividends		38			38			38			38			—			150			118			150			118			27	%
Net income/(loss) available to common shareholders		442			(3,364	)		633			442			43	%		1,645			(1,591	)		2,865			2,141			34	%
Diluted earnings/(loss) per common share		0.27			(2.08	)		0.39			0.27			44	%		1.01			(1.04	)		1.75			1.37			28	%
Avg. shares outstanding — diluted		1,634			1,621			1,634			1,648						1,635			1,536			1,635			1,607
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		35.1	%		42.1	%		31.1	%		33.3	%					39.5	%		34.7	%		31.7	%		32.1	%
Gross margin		64.9	%		57.9	%		68.9	%		66.7	%					60.5	%		65.3	%		68.3	%		67.9	%
Selling, general and administrative		37.1	%		43.9	%		37.1	%		43.9	%					36.9	%		43.1	%		36.9	%		43.1	%
Research and development		19.5	%		23.0	%		19.5	%		22.4	%					19.1	%		23.1	%		19.0	%		21.5	%
Income before income taxes		12.1	%		N/M			18.2	%		15.0	%					11.1	%		N/M			19.2	%		20.6	%
Net income/(loss)		11.0	%		N/M			15.4	%		12.9	%					9.7	%		N/M			16.3	%		17.8	%

1/	Net sales for the three and twelve months ended December 31, 2008 include sales of Organon BioSciences (OBS) products of $1.3 billion and $5.4 billion, respectively. Net sales for the three and twelve months ended December 31, 2007 include sales of OBS products of $626 million subsequent to closing date of the acquisition on November 19, 2007.
*	“As Reconciled” to exclude purchase accounting adjustments, special and 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.”
N/M — Not a meaningful percentage.

            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)

	2008															2007
	1st			2nd			3rd			4th			Full			1st			2nd			3rd			4th			Full			4th Qtr			2008
	Qtr.			Qtr.			Qtr.			Qtr.			Year			Qtr.			Qtr.			Qtr.			Qtr.			Year			vs			vs
	$			$			$			$			$			$			$			$			$			$			4th Qtr			2007
Net sales 1/		4,657			4,921			4,576			4,348			18,502			2,975			3,178			2,812			3,724			12,690			17	%		46	%
Cost of sales 2/		2,137			1,908			1,737			1,525			7,307			937			977			925			1,566			4,405			(3	%)		66	%
Gross profit		2,520			3,013			2,839			2,823			11,195			2,038			2,201			1,887			2,158			8,285			31	%		35	%
Selling, general and administrative		1,676			1,870			1,660			1,615			6,823			1,213			1,358			1,262			1,634			5,468			(1	%)		25	%
Research and development 3/		880			906			893			850			3,529			707			696			669			855			2,926			(1	%)		21	%
Acquired in-process research and development 4/		—			—			—			—			—			—			—			—			3,754			3,754			N/M			N/M
Other expense/(income), net		95			134			(39	)		146			335			(48	)		(16	)		(390	)		(231	)		(683	)		N/M			N/M
Special and acquisition-related charges 5/		23			94			101			111			329			1			11			20			52			84			N/M			N/M
Equity income 6/		(517	)		(493	)		(434	)		(426	)		(1,870	)		(487	)		(490	)		(506	)		(566	)		(2,049	)		(25	%)		(9	%)
Income/(loss) before income taxes		363			502			658			527			2,049			652			642			832			(3,340	)		(1,215	)		N/M			N/M
Income tax expense/(benefit)		72			66			69			47			254			87			103			82			(14	)		258			N/M			(2	%)
Net income/(loss)		291			436			589			480			1,795			565			539			750			(3,326	)		(1,473	)		N/M			N/M
Preferred stock dividends		38			38			38			38			150			22			22			37			38			118			—			27	%
Net income/(loss) available to common shareholders		253			398			551			442			1,645			543			517			713			(3,364	)		(1,591	)		N/M			N/M
Diluted earnings/(loss) per common share		0.15			0.24			0.34			0.27			1.01			0.36			0.34			0.45			(2.08	)		(1.04	)		N/M			N/M
Avg. shares outstanding- diluted		1,637			1,632			1,636			1,634			1,635			1,571			1,587			1,622			1,621			1,536
Actual shares outstanding		1,621			1,626			1,626			1,626			1,626			1,489			1,496			1,620			1,621			1,621
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		45.9	%		38.8	%		38.0	%		35.1	%		39.5	%		31.5	%		30.7	%		32.9	%		42.1	%		34.7	%
Gross margin		54.1	%		61.2	%		62.0	%		64.9	%		60.5	%		68.5	%		69.3	%		67.1	%		57.9	%		65.3	%
Selling, general and administrative		36.0	%		38.0	%		36.3	%		37.1	%		36.9	%		40.8	%		42.7	%		44.9	%		43.9	%		43.1	%
Research and development		18.9	%		18.4	%		19.5	%		19.5	%		19.1	%		23.8	%		21.9	%		23.8	%		23.0	%		23.1	%
Income/(loss) before income taxes		7.8	%		10.2	%		14.4	%		12.1	%		11.1	%		21.9	%		20.2	%		29.6	%		N/M			N/M
Net income/(loss)		6.2	%		8.9	%		12.9	%		11.0	%		9.7	%		19.0	%		17.0	%		26.7	%		N/M			N/M

N/M — 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, 2008 include sales of Organon BioSciences (OBS) products of $1.3 billion and $5.4 billion, respectively. Net sales for the three and twelve months ended December 31, 2007 include sales of OBS products of $626 million subsequent to closing date of the acquisition on November 19, 2007.
2/	Cost of sales for the three and twelve months ended December 31, 2008 include purchase accounting adjustments of $174 million and $1.4 billion, respectively, related to the acquisition of OBS. Cost of sales for the three and twelve months ended December 31, 2007 includes purchase accounting adjustments of $326 million related to the acquisition of OBS.
3/	Research and development for the three and twelve months ended December 31, 2007 include $21 million and $197 million, respectively, related to upfront R&D payments.
4/	Acquired in-process research and development for the twelve months ended December 31, 2007 represents a charge of $3.8 billion in connection with the acquisition of OBS.
5/	Special and acquisition-related charges relate to the Productivity Transformation Program (PTP) activities which also incorporates the ongoing integration of OBS. For the three and twelve months ended December 31, 2008 these charges were $111 million ($97 million for severance costs and $14 million for integration-related costs) and $329 million ($275 million for severance costs and $54 million for integration-related costs), respectively. Special and acquisition-related charges for the three and twelve months ended December 31, 2007 were $52 million and $84 million, respectively, and relate primarily to integration related costs.
6/	Included in Equity Income for the three and twelve months ended December 31, 2008 is $22 million and $105 million, respectively, of income related to the termination of a respiratory joint venture with Merck.

          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)

	2008										2007
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			2008
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			2007
Cholesterol Joint Venture:		1,216		1,133		1,089		1,062		4,499		1,150		1,248		1,277		1,443		5,119		(26	%)		(12	%)
U.S.		851		710		688		695		2,943		897		958		969		1,071		3,894		(35	%)		(24	%)
International		365		423		401		367		1,556		253		290		308		372		1,225		(1	%)		27	%
50% of Cholesterol Joint Venture:		607		566		545		531		2,250		575		624		639		722		2,559		(26	%)		(12	%)
Prescription Pharmaceuticals (1):		3,557		3,702		3,539		3,455		14,253		2,398		2,520		2,291		2,963		10,173		17	%		40	%
U.S.		975		926		932		981		3,812		802		771		709		855		3,138		15	%		22	%
International		2,582		2,776		2,607		2,474		10,441		1,596		1,749		1,582		2,108		7,035		17	%		48	%
Animal Health (2):		723		818		759		674		2,973		232		264		248		507		1,251		33	%		138	%
U.S.		131		138		160		135		564		58		58		63		99		278		36	%		103	%
International		592		680		599		539		2,409		174		206		185		408		973		32	%		148	%
Consumer Health Care		377		401		278		219		1,276		345		394		273		254		1,266		(14	%)		1	%
Consolidated GAAP Net Sales:		4,657		4,921		4,576		4,348		18,502		2,975		3,178		2,812		3,724		12,690		17	%		46	%
U.S.		1,453		1,434		1,350		1,320		5,556		1,179		1,195		1,028		1,194		4,597		11	%		21	%
International		3,204		3,487		3,226		3,028		12,946		1,796		1,983		1,784		2,530		8,093		20	%		60	%
Adjusted Net Sales:		5,264		5,487		5,121		4,879		20,752		3,550		3,802		3,451		4,446		15,249		10	%		36	%

(1)

Prescription Pharmaceuticals Net sales for the three and twelve months ended December 31, 2008 include $823 million and $3.5 billion, respectively, of sales of the human health segment of Organon BioSciences (OBS). Prescription Pharmaceuticals Net sales for the three and twelve months ended December 31, 2007 include $409 million of OBS human health segment sales subsequent to the closing date of the acquisition on November 19, 2007.

(2)

Animal Health Net sales for the three and twelve months ended December 31, 2008 include $436 million and $1.9 billion, respectively, of sales of the animal health segment of OBS. Animal Health Net sales for the three and twelve months ended December 31, 2007 include $217 million of OBS animal health segment sales as of the closing date of the acquisition on November 19, 2007.

          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)

	2008										2007
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			2008
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			2007
Global ZETIA (1):		588		578		558		556		2,279		544		605		606		680		2,436		(18	%)		(6	%)
U.S.		395		349		333		338		1,415		408		424		443		489		1,764		(31	%)		(20	%)
International		193		229		225		218		864		136		181		163		191		672		14	%		29	%
Global VYTORIN (1):		647		586		570		548		2,352		616		683		684		778		2,761		(30	%)		(15	%)
U.S.		456		361		355		357		1,528		489		534		526		582		2,130		(39	%)		(28	%)
International		191		225		215		191		824		127		149		158		196		631		(3	%)		30	%
Global Cholesterol (1):		1,235		1,164		1,128		1,104		4,631		1,160		1,288		1,290		1,458		5,197		(24	%)		(11	%)
U.S.		851		710		688		695		2,943		897		958		969		1,071		3,894		(35	%)		(24	%)
International		384		454		440		409		1,688		263		330		321		387		1,303		6	%		30	%

(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 Japan and Latin America. In Japan, Schering-Plough co-markets ZETIA with Bayer HealthCare. ZETIA was launched in Japan in June 2007. For the three and twelve months ended December 31, 2008 sales in non-joint venture territories of the cholesterol franchise totaled $42 million ($29 million in Japan) and $132 million ($76 million in Japan), respectively. For the three and twelve months ended December 31, 2007 sales in non-joint venture territories of the cholesterol franchise totaled $15 million ($1 million in Japan) and $78 million ($30 million in Japan), 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 in recording its share of activity from the Merck/Schering-Plough cholesterol joint venture. Schering-Plough’s Net sales do not include the sales of the joint venture. The cholesterol joint venture agreements provide for the sharing of operating income generated by the joint venture based upon percentages that vary by product, sales level and country. Equity income also includes milestone and other payments. Either company’s share of the joint venture’s income from operations is subject to a reduction if that 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.

In the U.S. market, Schering-Plough receives a greater share of profits on the first $300 million of annual ZETIA sales. As such, Schering-Plough’s share of operating income from the joint venture in the first fiscal quarter is generally higher than subsequent quarters.

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

Page 4

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

	Global							U.S.							International
	2008		2007					2008		2007					2008		2007
	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 Pharmaceuticals (1):		3,455		2,963		17	%		981		855		15	%		2,474		2,108		17	%
Remicade		491		455		8	%		—		—		—			491		455		8	%
Nasonex		280		271		3	%		166		162		2	%		114		109		5	%
Temodar		242		234		4	%		90		83		9	%		152		151		1	%
PegIntron		225		239		(6	%)		34		42		(20	%)		191		197		(4	%)
Clarinex / Aerius		160		174		(8	%)		68		82		(17	%)		92		92		—
Follistim / Puregon (2)		127		57		N/M			40		14		N/M			87		43		N/M
Nuvaring (2)		110		45		N/M			65		26		N/M			45		19		N/M
Claritin rx		99		93		6	%		—		—		—			99		93		6	%
avelox		102		115		(11	%)		102		115		(11	%)		—		—		—
Integrilin		78		91		(14	%)		73		85		(15	%)		5		6		(7	%)
Caelyx		64		66		(2	%)		—		—		—			64		66		(2	%)
Rebetol		67		71		(5	%)		1		1		—			66		70		(5	%)
Zemuron (2)		51		25		N/M			20		10		N/M			31		15		N/M
Remeron (2)		48		33		N/M			2		2		N/M			46		31		N/M
Intron A		57		57		—			32		28		13	%		25		29		(12	%)
Subutex / Suboxone		52		57		(9	%)		—		—		—			52		57		(9	%)
Proventil / Albuterol cfc		63		41		52	%		63		41		52	%		—		—		—
Cerazette (2)		44		20		N/M			—		—		—			44		20		N/M
Livial (2)		40		24		N/M			—		—		—			40		24		N/M
Asmanex		49		41		18	%		46		38		20	%		3		3		(5	%)
Elocon		39		37		6	%		—		—		—			39		37		6	%
Mercilon (2)		31		18		N/M			—		—		—			31		18		N/M
Implanon (2)		32		15		N/M			10		3		N/M			22		12		N/M
Noxafil		38		29		33	%		12		10		26	%		26		19		37	%
MARVELON (2)		33		20		N/M			2		2		N/M			31		18		N/M
Foradil		27		25		8	%		26		24		7	%		1		1		34	%

(1)	Prescription Pharmaceuticals Net sales for the three months ended December 31, 2008 and December 31, 2007 include $823 million and $409 million of sales of the human health segment of Organon BioSciences (OBS). Prescription Pharmaceuticals (U.S.) Net sales for the three months ended December 31, 2008 and December 31, 2007 include OBS human health segment sales of $196 million and $84 million, respectively. Prescription Pharmaceuticals (International) Net sales for the three months ended December 31, 2008 and December 31, 2007 include OBS human health segment sales of $627 million and $325 million, respectively
(2)	Products acquired in OBS acquisition on November 19, 2007.
N/M — Not a meaningful percentage

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

Page 5

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

	2008										2007
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			2008
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			2007
Prescription Pharmaceuticals (1):		3,557		3,702		3,539		3,455		14,253		2,398		2,520		2,291		2,963		10,173		17	%		40	%
Remicade		507		557		564		491		2,118		373		394		426		455		1,648		8	%		28	%
Nasonex		307		311		258		280		1,155		284		295		242		271		1,092		3	%		6	%
Temodar		236		251		273		242		1,002		196		216		215		234		861		4	%		16	%
Pegintron		225		229		235		225		914		217		234		221		239		911		(6	%)		—
Clarinex / Aerius		213		240		176		160		790		204		250		171		174		799		(8	%)		(1	%)
Follistim / Puregon (2)		145		162		142		127		577		—		—		—		57		57		N/M			N/M
Nuvaring (2)		96		116		118		110		440		—		—		—		45		45		N/M			N/M
Claritin RX		128		111		87		99		425		112		102		83		93		391		6	%		9	%
Avelox		142		67		65		102		376		115		75		78		115		384		(11	%)		(2	%)
Integrilin		74		78		84		78		314		84		78		78		91		332		(14	%)		(5	%)
Caelyx		74		78		80		64		297		62		65		64		66		257		(2	%)		16	%
Rebetol		59		70		63		67		260		71		74		60		71		277		(5	%)		(6	%)
Zemuron (2)		63		67		72		51		253		—		—		—		25		25		N/M			N/M
Remeron (2)		68		61		61		48		239		—		—		—		33		33		N/M			N/M
Intron A		55		61		61		57		234		60		55		61		57		233		—			—
Subutex / Suboxone		54		62		63		52		230		56		52		55		57		220		(9	%)		5	%
Proventil / Albuterol CFC		50		38		38		63		190		53		61		52		41		207		52	%		(8	%)
Cerazette (2)		44		49		49		44		185		—		—		—		20		20		N/M			N/M
Livial (2)		45		50		48		40		183		—		—		—		24		24		N/M			N/M
Asmanex		42		48		40		49		180		43		42		36		41		162		18	%		11	%
Elocon		45		47		45		39		176		36		43		40		37		156		6	%		13	%
Mercilon (2)		43		47		38		31		159		—		—		—		18		18		N/M			N/M
Implanon (2)		38		44		37		32		151		—		—		—		15		15		N/M			N/M
Noxafil		34		38		40		38		149		16		20		24		29		89		33	%		68	%
Marvelon (2)		37		40		37		33		147		—		—		—		20		20		N/M			N/M
Foradil		25		25		25		27		102		26		26		25		25		102		8	%		—

(1)	Prescription Pharmaceuticals Net sales for the three and twelve months ended December 31, 2008 include $823 million and $3.5 billion, respectively, of sales of the human health segment of Organon BioSciences (OBS). Prescription Pharmaceuticals Net sales for both the three and twelve months ended December 31, 2007 include $409 million of OBS human health segment sales subsequent to the closing date of the acquisition on November 19, 2007.
(2)	Products acquired in OBS acquisition on November 19, 2007.
N/M — Not a meaningful percentage

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

Page 6

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

	2008										2007
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			2008
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			2007
Total Prescription Pharmaceuticals (U.S.) (1):		975		926		932		981		3,812		802		771		709		855		3,138		15	%		22	%
Nasonex		172		166		141		166		644		177		175		153		162		667		2	%		(3	%)
Temodar		80		82		96		90		348		74		79		79		83		315		9	%		10	%
Pegintron		39		40		40		34		153		49		46		46		42		183		(20	%)		(17	%)
Clarinex / Aerius		76		79		71		68		295		91		106		83		82		362		(17	%)		(19	%)
Follistim / Puregon (2)		44		45		49		40		178		—		—		—		14		14		N/M			N/M
Nuvaring (2)		54		68		67		65		253		—		—		—		26		26		N/M			N/M
Avelox		142		67		65		102		376		115		75		78		115		384		(11	%)		(2	%)
Integrilin		69		73		78		73		292		80		73		73		85		312		(15	%)		(6	%)
Zemuron (2)		34		33		38		20		125		—		—		—		10		10		N/M			N/M
Remeron (2)		4		2		3		2		11		—		—		—		2		2		N/M			N/M
Intron A		27		29		30		32		118		31		28		29		28		117		13	%		1	%
Proventil / Albuterol CFC		50		38		38		63		190		53		61		52		41		207		52	%		(8	%)
Asmanex		39		45		38		46		169		40		39		34		38		152		20	%		11	%
Implanon (2)		11		14		9		10		45		—		—		—		3		3		N/M			N/M
Noxafil		9		10		11		12		43		6		7		8		10		31		26	%		39	%
Marvelon (2)		2		3		—		2		5		—		—		—		2		2		N/M			N/M
Foradil		24		24		24		26		99		25		25		24		24		98		7	%		1	%

(1)	Prescription Pharmaceuticals (U.S.) Net sales for the three and twelve months ended December 31, 2008 include $196 million and $810 million, respectively, of sales of the human health segment of Organon BioSciences (OBS). Prescription Pharmaceuticals (U.S.) Net sales for both the three and twelve months ended December 31, 2007 include $84 million of OBS human health segment sales subsequent to the closing date of the acquisition on November 19, 2007.
(2)	Products acquired in OBS acquisition on November 19, 2007.
N/M — Not a meaningful percentage

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

Page 7

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

	2008										2007
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			2008
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			2007
Total Prescription Pharmaceuticals (International) (1):		2,582		2,776		2,607		2,474		10,441		1,596		1,749		1,582		2,108		7,035		17	%		48	%
Remicade		507		557		564		491		2,118		373		394		426		455		1,648		8	%		28	%
Nasonex		135		145		117		114		511		107		120		89		109		425		5	%		20	%
Temodar		156		169		177		152		654		122		137		136		151		546		1	%		20	%
Pegintron		186		189		195		191		761		168		188		175		197		728		(4	%)		4	%
Clarinex / Aerius		137		161		105		92		495		113		144		88		92		437		—			13	%
Follistim / Puregon (2)		101		117		93		87		399		—		—		—		43		43		N/M			N/M
Nuvaring (2)		42		48		51		45		187		—		—		—		19		19		N/M			N/M
Claritin RX		128		111		87		99		425		112		102		83		93		391		6	%		9	%
Integrilin		5		5		6		5		22		4		5		5		6		20		(7	%)		7	%
Caelyx		74		78		80		64		297		62		65		64		66		257		(2	%)		16	%
Rebetol		59		70		63		66		258		71		73		59		70		273		(5	%)		(6	%)
Zemuron (2)		29		34		34		31		128		—		—		—		15		15		N/M			N/M
Remeron (2)		64		59		58		46		228		—		—		—		31		31		N/M			N/M
Intron A		28		32		31		25		116		29		27		32		29		116		(12	%)		—
Subutex / Suboxone		54		62		63		52		230		56		52		55		57		220		(9	%)		5	%
Cerazette (2)		44		49		49		44		185		—		—		—		20		20		N/M			N/M
Livial (2)		45		50		48		40		183		—		—		—		24		24		N/M			N/M
Asmanex		3		3		2		3		11		3		3		2		3		10		(5	%)		8	%
Elocon		45		46		45		39		176		36		43		40		37		158		6	%		13	%
Mercilon (2)		42		46		38		31		159		—		—		—		18		18		N/M			N/M
Implanon (2)		27		30		28		22		106		—		—		—		12		12		N/M			N/M
Noxafil		25		28		29		26		106		10		13		16		19		58		37	%		84	%
Marvelon (2)		35		37		37		31		142		—		—		—		18		18		N/M			N/M
Foradil		1		1		1		1		3		1		1		1		1		4		34	%		(14	%)

(1)	Prescription Pharmaceuticals (International) Net sales for the three and twelve months ended December 31, 2008 include $627 million and $2.7 billion, respectively, of sales of the human health segment of Organon BioSciences (OBS). Prescription Pharmaceuticals (International) Net sales for both the three and twelve months ended December 31, 2007 include $325 million of OBS human health segment sales subsequent to the closing date of the acquisition on November 19, 2007.
(2)	Products acquired in OBS acquisition on November 19, 2007.
N/M — Not a meaningful percentage

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

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

	2008										2007
	1st		2nd		3rd		4th		Full		1st		2nd		3rd		4th		Full		4th Qtr			2008
	Qtr.		Qtr.		Qtr.		Qtr.		Year		Qtr.		Qtr.		Qtr.		Qtr.		Year		vs			vs
	$		$		$		$		$		$		$		$		$		$		4th Qtr			2007
Consumer Health Care:		377		401		278		219		1,276		345		394		273		254		1,266		(14	%)		1	%
OTC:		209		181		160		130		680		177		182		162		161		682		(19	%)		—
OTC Claritin		139		120		92		55		405		127		137		104		94		462		(42	%)		(12	%)
MiraLAX		26		28		31		30		115		8		6		16		18		48		66	%		N/M
Other OTC		44		33		37		45		160		42		39		42		49		172		(8	%)		(7	%)
Foot Care		85		105		96		71		357		78		102		92		74		345		(4	%)		3	%
Sun Care		83		115		22		18		239		90		110		19		19		239		(6	%)		—

N/M — Not a meaningful percentage

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

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

	2008															2007
	1st			2nd			3rd			4th			Full			1st			2nd			3rd			4th			Full
	Qtr.			Qtr.			Qtr.			Qtr.(1)			Year(1)			Qtr.			Qtr.			Qtr.			Qtr.(1)			Year(1)
	$			$			$			$			$			$			$			$			$			$
Geographic net sales
U.S.		1,453			1,434			1,350			1,320			5,556			1,179			1,195			1,028			1,194			4,597
Europe and Canada		2,235			2,449			2,207			2,009			8,903			1,215			1,343			1,199			1,743			5,500
Latin America		482			524			482			500			1,987			311			327			324			398			1,359
Asia Pacific		487			514			537			519			2,056			270			313			261			389			1,234
Consolidated net sales		4,657			4,921			4,576			4,348			18,502			2,975			3,178			2,812			3,724			12,690
	2008															2007
	1st			2nd			3rd			4th			Full			1st			2nd			3rd			4th			Full
	Qtr.			Qtr.			Qtr.			Qtr.			Year			Qtr.			Qtr.			Qtr.			Qtr.			Year
	$			$			$			$			$			$			$			$			$			$
Other expense/(income), net
Interest income		(22	)		(17	)		(19	)		(13	)		(71	)		(82	)		(86	)		(117	)		(112	)		(395	)
Interest expense		138			140			136			122			536			37			39			45			125			245
Gain on sale of previously announced divestiture of certain Animal Health products		—			—			(160	)		—			(160	)		—			—			—			—			—
Acquisition-related (gains)/losses on currency-related and interest rate-related items (2)		—			—			—			—			—			(3	)		35			(314	)		(255	)		(537	)
Foreign exchange (gains)/losses		(4	)		11			4			37			47			—			(3	)		(4	)		3			(3	)
Other expense/(income) (3)		(17	)		—			—			—			(17	)		—			(1	)		—			8			7
Total — Other expense/(income), net		95			134			(39	)		146			335			(48	)		(16	)		(390	)		(231	)		(683	)

(1)	The three and twelve months ended December 31, 2008 include $1.3 billion and $5.4 billion, respectively, of Organon BioSciences (OBS) Net sales. The three and twelve months ended December 31, 2007 include $626 million of OBS sales subsequent to the closing date of the acquisition on November 19, 2007.
(2)	Included in acquisition-related (gains)/losses on currency-related and interest rate-related items are gains from foreign currency options in the amount of $510 million for the twelve months ended December 31, 2007.
(3)	Other expense/(income) for the first quarter of 2008 reflects a $17 million gain on sale of a manufacturing plant.
	All figures rounded. Totals may not add due to rounding.

Janet Barth
Joe Romanelli 908-298-7011
908-298-7904

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SCHERING-PLOUGH CORPORATION

Reconciliation from Reported Net Income Available to Common Shareholders
and Reported Diluted Earnings Per Share to As Reconciled Amounts for Net Income
Available to Common Shareholders and Diluted Earnings per Common Share
(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 following supplemental financial information to reflect “As Reconciled” amounts related to Net income/(loss) available to common shareholders and Diluted earnings/(loss) per common share. “As Reconciled” amounts exclude the effects of purchase accounting adjustments, special and acquisition-related items and other specified items.

“As Reconciled” amounts related to Net income/(loss) available to common shareholders and Diluted earnings/(loss) 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, special and acquisition-related items and other specified items have been excluded from Net income/(loss) available to common shareholders and Diluted earnings/(loss) per common share as management of Schering-Plough does not consider these items 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 income/(loss) available to common shareholders and Diluted earnings/(loss) per common share, as reported, are required to be presented under U.S. GAAP.

	Three months ended December 31, 2008
	(unaudited)
				Purchase			Special and			Other
	As			Accounting			Acquisition-			Specified			As Reconciled
	Reported			Adjustments			Related Items			Items			(1)
Net sales	$	4,348		$	—		$	—		$	—		$	4,348
Cost of sales		1,525			(174	)		—			—			1,351
Selling, general and administrative		1,615			(1	)		—			—			1,614
Research and development		850			(2	)		—			—			848
Other expense/(income), net		146			—			—			—			146
Special and acquisition-related charges		111			—			(111	)		—			—
Equity income		(426	)		—			—			22			(404	)
Income before income taxes		527			177			111			(22	)		793
Income tax expense/(benefit)		47			(44	)		(31	)		—			122
Net income	$	480		$	133		$	80		$	(22	)	$	671
Preferred stock dividends		38			—			—			—			38
Net income available to common shareholders	$	442		$	133		$	80		$	(22	)	$	633
Diluted earnings per common share	$	0.27											$	0.39
Average shares outstanding-diluted		1,634												1,634

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

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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)

	Three months ended December 31, 2007
	(unaudited)
				Purchase			Special and			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 expense/(income), 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	$	(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	$	(2.08	)										$	0.27
Average shares outstanding-diluted		1,621												1,648

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

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SCHERING-PLOUGH CORPORATION

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

	Twelve Months Ended December 31, 2008
				Purchase			Special and			Other
	As			Accounting			Acquisition-			Specified			As Reconciled
	Reported			Adjustments			Related Items			Items			(1)
Net sales	$	18,502		$	—		$	—		$	—		$	18,502
Cost of sales		7,307			(1,437	)		—			—			5,870
Selling, general and administrative		6,823			(4	)		—			—			6,819
Research and development		3,529			(8	)		—			—			3,521
Other expense/(income), net		335			—			—			177			512
Special and acquisition related charges		329			—			(329	)		—			—
Equity income		(1,870	)		—			—			105			(1,765	)
Income before income taxes		2,049			1,449			329			(282	)		3,545
Income tax expense/(benefit)		254			(236	)		(56	)		16			530
Net income	$	1,795		$	1,213		$	273		$	(266	)	$	3,015
Preferred stock dividends		150			—			—			—			150
Net income available to common shareholders	$	1,645		$	1,213		$	273		$	(266	)	$	2,865
Diluted earnings per common share	$	1.01											$	1.75
Average shares outstanding-diluted		1,635												1,635

(1) “As Reconciled” to exclude purchase accounting adjustments, special and 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)
(Amount in Millions, except per share figures)

	Twelve Months Ended December 31, 2007
				Purchase			Special and			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 expense/(income), 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/(benefit)		258			(89	)		(2	)		(1	)		350
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	$	(1.04	)										$	1.37
Average shares outstanding-diluted		1,536												1,607

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

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SCHERING-PLOUGH CORPORATION

Summary of Detailed Schedule
(Amounts in millions)

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

	Fourth Quarter						Twelve Months
	(unaudited)						(unaudited)
	2008			2007			2008			2007
Purchase accounting adjustments:
Amortization of intangibles in connection with the acquisition of Organon BioSciences (a)	$	120		$	65		$	527		$	65
Depreciation related to the fair value adjustment of fixed assets related to the acquisition of Organon BioSciences (b)		8			3			33			3
Charge related to the fair value adjustment to inventory related to the acquisition of Organon BioSciences (a)		49			258			889			258
Acquired IPR&D related to the Organon BioSciences acquisition (c)		—			3,754			—			3,754
Total purchase accounting adjustments, pre-tax		177			4,080			1,449			4,080
Income tax benefit		44			89			236			89
Total purchase accounting adjustments	$	133		$	3,991		$	1,213		$	3,991
Special and acquisition-related items:
Special and integration-related activities (e)	$	111		$	52		$	329		$	84
Acquisition-related gain on currency-related and interest-related items, net (d)		—			(255	)		—			(537	)
Total acquisition-related items, pre-tax		111			(203	)		329			(453	)
Income tax benefit		31			2			56			2
Total special and acquisition-related items	$	80		$	(205	)	$	273		$	(455	)
Other specified items:
Gain on sale of previously announced divestiture of certain Animal Health products (d)	$	—		$	—		$	(160	)	$	—
Income from respiratory JV termination (f)		(22	)		—			(105	)		—
Gain on sale of manufacturing plant (d)		—			—			(17	)		—
Upfront R&D payments (c)		—			21			—			197
Total other specified items, pre-tax		(22	)		21			(282	)		197
Income tax benefit/(expense)		—			1			(16	)		1
Total other specified items	$	(22	)	$	20		$	(266	)	$	196
Total purchase accounting adjustments, special and acquisition-related items and other specified items	$	191		$	3,806		$	1,220		$	3,732

(a)	Included in Cost of sales
(b)	Included in Cost of sales, Selling, general and administrative and Research and development
(c)	Included in Research and development
(d)	Included in Other expense/(income), net
(e)	Included in Special and acquisition-related charges
(f)	Included in Equity income

Page 15