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): April 23, 2008

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

	ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
	Exhibit Index
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 First Quarter of 2008” 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 April 23, 2008 titled “Schering-Plough Reports Financial Results for First Quarter of 2008”
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: April 23, 2008 

Exhibit Index

Exhibit Number		Description
	99.1	Press release dated April 23, 2008 titled “Schering-Plough Reports Financial Results for First Quarter of 2008”
	99.2	Supplemental Financial Data

EX-99.1

Exhibit 99.1

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

SCHERING-PLOUGH REPORTS FINANCIAL RESULTS
FOR FIRST QUARTER OF 2008

OBS Acquisition Contributes to First Quarter Performance;
Company Taking Actions to Address New Challenges

KENILWORTH, N.J., April 23, 2008 — Schering-Plough Corporation (NYSE: SGP) today reported financial results for the first quarter of 2008, reviewed progress on its ongoing integration of Organon BioSciences N.V. (OBS) (acquired in November 2007) and addressed recent events affecting the Merck/Schering-Plough cholesterol franchise.

          “The first full quarter since acquiring Organon BioSciences shows that our long-standing strategy to diversify our company is working,” said Fred Hassan, chairman and CEO. “The OBS acquisition is already contributing to our results and adding long-term value. Our geographic expansion strategy is broadening our base. Our company is now much stronger to deal with new challenges, such as those facing the Merck/Schering-Plough cholesterol business in the United States.”

          For the 2008 first quarter, Schering-Plough reported net income available to common shareholders of $253 million or 15 cents per common share on a GAAP basis. Earnings per common share for the 2008 first quarter would have been 53 cents on a reconciled basis, which excludes purchase accounting adjustments and acquisition-related items for the OBS acquisition and other specified items. For the 2007 first quarter, Schering-Plough reported net income available to common shareholders of $543 million or 36 cents per common share on a GAAP basis and 42 cents per common share on a reconciled basis.

          GAAP net sales for the 2008 first quarter totaled $4.7 billion, up 56 percent, as compared to the first quarter of 2007. Sales for the quarter benefited from the inclusion of OBS net sales as well as a favorable impact from foreign exchange. Global cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled $1.2 billion in the 2008 first 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 2008 first quarter would have been $5.3 billion.

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          Reviewing results of the recent quarter, Hassan said the company recorded good growth from many of its leading prescription, animal health and consumer products, with strong growth in international markets partially offset by slower sales growth in the United States. U.S. sales of VYTORIN and ZETIA, the cholesterol-lowering medicines under the Merck/Schering-Plough joint venture, were down slightly versus the 2007 first quarter while remaining strong in international markets. He also noted, “The tough cost-control measures we put in place in 2007 contributed to our profit performance in the recent quarter.”

          Regarding the outlook for Schering-Plough, Hassan said, “We are confident about our company’s future because of the transformations we have driven in every area. Today, we have a strong line of products protected by long periods of market exclusivity. We have geographic and business diversity, with nearly 70 percent of our GAAP net sales coming from outside the United States. We have a rich late-stage pipeline. We have a resilient and tested work force.” Added Hassan: “Our team overcame enormous challenges in 2003 and 2004. Those challenges were much bigger than the ones we face today. We are determined to power through.”

          Hassan observed that Schering-Plough has undergone a remarkable transformation over the past five years. Adhering to a five-phase Action Agenda, it has become a broad-based health care company with growing strengths across its businesses, research capabilities and geographic markets. The OBS acquisition has provided greater diversity, new treatment areas, global leadership in animal health and a deeper R&D pipeline.

          “When we began this journey in 2003, Schering-Plough had five new molecular entity projects or novel combination products in Phase III clinical trials or in registration,” said Hassan. “Now, we have more than doubled our number of compounds in Phase III or registration. Our late-stage pipeline is one of the strongest in our peer group.”

          In early April, Schering-Plough launched a new Productivity Transformation Program (PTP) to address the increasing pressures on the pharmaceutical industry, especially new pressures in the United States, and the confusion in the U.S. cholesterol management market that is affecting ZETIA and VYTORIN. “We are taking decisive actions to reduce and avoid costs and to accelerate our productivity initiatives,” said Hassan. “We will continue to take tough actions to sustain long-term, high performance.”

          The company has targeted annual savings from PTP of $1.5 billion, which represents approximately 10 percent of the combined company’s (Schering-Plough/OBS) full-year 2007 estimated cost base. This target includes the previously announced OBS integration synergy goal of $500 million and anticipates a 10 percent reduction in the global work force, or about 5,500 jobs.

          “We will be disciplined and rigorous in how we achieve these savings,” said Hassan, “and we will execute this program with care and prudence. Savings and productivity improvements will be realized throughout our company and around the world. But we don’t expect the same level of cost reduction to be applied across the board. We

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will continue to focus on our basic strategy: Grow the top line; grow the R&D pipeline; reduce costs while investing wisely.”

OBS Integration

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

          “Since we announced our Action Agenda in 2003, we have been steadily building a strong, high-performance company for the long term,” said Hassan. “We are seeing that the acquisition of OBS was a smart, pivotal move in our transformation journey.”

          Integration of OBS continues to progress well, as evidenced by the following highlights:

• In the human prescription and animal health areas, the executive teams and organizational structures are in place and operating at all levels;

• Cost synergies are being realized;

• In R&D, an extensive review of the pipeline portfolio is ongoing.

First Quarter 2008 Results

For the 2008 first quarter, Schering-Plough reported net income available to common shareholders of $253 million or 15 cents per common share on a GAAP basis. Earnings per common share for the 2008 first quarter would have been 53 cents on net income of $862 million on a reconciled basis, which excludes purchase accounting adjustments and acquisition-related items for the OBS acquisition and other specified items. For the 2007 first quarter, Schering-Plough reported net income available to common shareholders of $543 million or 36 cents per common share on a GAAP basis and 42 cents per common share on a reconciled basis.

          GAAP net sales for the 2008 first quarter totaled $4.7 billion, including $1.3 billion as a result of the OBS acquisition. The overall sales increase of 56 percent includes the impact of the OBS net sales and a favorable impact of 7 percent from foreign exchange on stand-alone Schering-Plough sales.

          Global cholesterol joint venture net sales, which include VYTORIN and ZETIA, totaled $1.2 billion in the 2008 first 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 2008 first quarter would have been $5.3 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 $517 million in the 2008 first quarter, an increase of 6 percent versus $487 million in the first

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quarter of 2007. 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 2008 first quarter totaled $3.6 billion. Included in the first quarter of 2008 are $861 million in net sales related to Organon, the OBS human health business acquired in 2007.

          Sales of REMICADE increased 36 percent to $507 million in the first quarter of 2008 due to continued market growth and expanded use. 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 8 percent to $307 million versus the 2007 period, due to increased sales in international markets, partially offset by a decline in sales in the United States.

          Sales of TEMODAR, a treatment for certain types of brain tumors, grew 20 percent to $236 million due to increased sales across all geographic regions.

          Sales of PEGINTRON for hepatitis C increased 4 percent to $225 million in the 2008 first quarter due to higher sales in Latin America, emerging markets across Europe and a favorable impact from foreign exchange, tempered by lower sales in Japan and the United States.

          Sales for FOLLISTIM/PUREGON, a fertility treatment, for the first quarter of 2008 were $145 million. Sales for NUVARING, a contraceptive product, in the 2008 first quarter were $96 million. Both products were obtained as part of the OBS acquisition.

          Global sales of CLARINEX, a nonsedating antihistamine, in the first quarter of 2008 were $213 million, up 4 percent as compared to sales of $204 million in the first quarter of 2007. Higher sales of CLARINEX in international markets were partially offset by lower sales in the United States.

          International sales of prescription CLARITIN were $128 million in the first quarter of 2008, a 14 percent increase compared to sales of $112 million in the first quarter of 2007 as a result of increased sales in Japan due to an early allergy season and favorable foreign exchange.

          Sales of the antibiotic AVELOX were up 24 percent to $142 million as a result of increased market share.

          Animal Health sales totaled $723 million in the 2008 first quarter. Included in the first quarter of 2008 were net sales of $454 million related to Intervet, the OBS animal health business. Sales benefited

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from solid growth in all geographic areas, coupled with a positive impact from foreign currency exchange rates.

          Consumer Health Care sales were $377 million in the 2008 first quarter, up 9 percent versus the 2007 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, as well as higher sales of OTC CLARITIN, which grew despite the aggressive launch of a competing OTC cetirizine allergy product.

          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 as a result was 54.1 percent for the 2008 first quarter as compared to 68.5 percent in the 2007 period. The gross margin percentage excluding purchase accounting adjustments was 68.9 percent in the first quarter of 2008.

          SG&A expenses were $1.7 billion in the first quarter of 2008 versus $1.2 billion in the prior-year period. SG&A in the first quarter of 2008 increased primarily due to the impact of the inclusion of SG&A expenses from OBS and foreign exchange.

          Research and development spending for the 2008 first quarter increased to $880 million compared to $707 million in the first quarter of 2007. Included in R&D spending in the first quarter of 2007 was $96 million related to upfront payments made for licensing transactions. 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.

Recent Developments

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

• Entered into an expanded agreement with OraSure Technologies, Inc. to include worldwide rights to develop and promote a rapid oral hepatitis C virus (HCV) test. (Announced Feb. 11)

• Announced submission to the U.S. Food and Drug Administration (FDA) of a New Drug Application for ZEGERID (omeprazole/sodium bicarbonate) as a branded over-the-counter product to treat frequent heartburn. (Announced March 11)

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• The FDA’s Advisory Committee on Anesthetics and Life Support unanimously recommended approval of sugammadex, which if approved would be the first and only selective relaxant binding agent for use with surgical anesthesia. (Announced March 11)

• Announced with Centocor, Inc. submission of a Marketing Authorization Application to the European Medicines Agency requesting approval of golimumab as a monthly subcutaneous treatment for adults with rheumatoid arthritis, psoriatic arthritis and ankylosing spondylitis. (Announced March 18)

• Announced the launch of two new sunscreen products with an SPF of 70+, the highest protection rating available to consumers in a continuous spray. (Announced March 18)

• Gained FDA approval of label revisions for PEGINTRON (peginterferon alfa-2b) and REBETOL (ribavirin, USP) combination therapy for chronic hepatitis C, recommending weight-based dosing of REBETOL based on patient body weight. (Announced March 27)

• The Merck/Schering-Plough joint venture announced results of the ENHANCE ultrasound imaging trial. (Announced March 30)

• Announced a major new Productivity Transformation Program (PTP) to reduce and avoid costs and increase productivity to generate a total of $1.5 billion in targeted annual savings and synergies. (Announced April 2)

• Announced adoption of a new governance requirement to strengthen the alignment of executives with the interests of shareholders: a two-year holding period for shares acquired by Executive Management Team members upon the exercise of stock options. (Announced April 11)

• Announced initiation of a Phase II clinical study with vicriviroc, an investigational CCR5 antagonist, for use in first-line therapy of adult treatment-naive HIV-infected patients with R5-type virus only. (Announced April 15)

First Quarter 2008 Conference Call and Webcast

Schering-Plough will conduct a conference call today at 8 a.m. (EDT) to review the 2008 first quarter results. To listen live to the call, dial 1-877-565-9664 or 1-706-634-5003 and enter conference ID #40651446. A replay of the call will be available starting at approximately 11 a.m. on April 23 through 5 p.m. on May 22. To listen to the replay, dial 1-800-642-1687 or 1-706-645-9291 and enter the conference ID #40651446. 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 April 23 through 5 p.m. on May 22.

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DISCLOSURE NOTICE: The information in this press release, the comments of Schering-Plough officers during the earnings teleconference/webcast on April 23, 2008, beginning at 8 a.m. (EDT), and other written reports and oral statements made from time to time by the company may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements do not relate strictly to historical or current facts and are based on current expectations or forecasts of future events. You can identify these forward-looking statements by their use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “potential,” “will,” and other similar words and terms. In particular, forward-looking statements include statements relating to the company’s plans; its strategies; its progress under the Action Agenda and anticipated timing regarding future performance of the Action Agenda; business prospects; anticipated growth; timing and level of savings achieved from the Productivity Transformation Program; 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 Item 1A, “Risk Factors” in the company’s 2007 10-K/A.

          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. 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.

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SCHERING-PLOUGH CORPORATION

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

	First Quarter
	2008			2007
Net sales 1/	$	4,657		$	2,975
Cost of sales 2/		2,137			937
Selling, general and administrative		1,676			1,213
Research and development 3/		880			707
Other expense/(income), net		95			(48	)
Special and acquisition-related charges 4/		23			1
Equity income		(517	)		(487	)
Income before income taxes		363			652
Income tax expense		72			87
Net income	$	291		$	565
Preferred stock dividends		38			22
Net income available to common shareholders	$	253		$	543
Diluted earnings per common share	$	0.15		$	0.36
Average common shares outstanding — diluted		1,637			1,571

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 months ended March 31, 2008, include sales of $1.3 billion from Organon BioSciences (OBS), which was acquired on November 19, 2007.
2/	Cost of sales for the three months ended March 31, 2008 includes purchase accounting adjustments of $688 million related to the acquisition of OBS.
3/	Research and development for the three months ended March 31, 2007 includes $96 million related to upfront R&D payments.
4/	Special and acquisition-related charges for the three months ended March 31, 2008 reflect $23 million related to the acquisition of OBS. Special and acquisition-related charges for the three months ended March 31, 2007 reflect $1 million related to the acquisition of OBS.

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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
(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, acquisition-related items and other specified charges or benefits.

“As Reconciled” amounts related to net income available to common shareholders and diluted 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 income available to common shareholders and diluted 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 income available to common shareholders and diluted earnings per common share, as reported, are required to be presented under U.S. GAAP.

	Three months ended March 31, 2008
	(unaudited)
				Purchase			Acquisition-			Other
	As			Accounting			Related			Specified			As
	Reported			Adjustments			Items			Items			Reconciled
Net sales	$	4,657		$	—		$	—		$	—		$	4,657
Cost of sales		2,137			(688	)		—			—			1,449
Selling, general and administrative		1,676			(1	)		—			—			1,675
Research and development		880			(2	)		—			—			878
Other expense, net		95			—			—			17			112
Special and acquisition-related charges		23			—			(23	)		—			—
Equity income		(517	)		—			—			—			(517	)
Income before income taxes		363			691			23			(17	)		1,060
Income tax expense		72			91			2			(5	)		160
Net income	$	291		$	600		$	21		$	(12	)	$	900
Preferred stock dividends		38			—			—			—			38
Net income available to common shareholders	$	253		$	600		$	21		$	(12	)	$	862
Diluted earnings per common share	$	0.15											$	0.53
Average common shares outstanding-diluted		1,637												1,637

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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
(Amounts in Millions, except per share figures)

	Three months ended March 31, 2007
	(unaudited)
				Purchase		Acquisition-			Other
	As			Accounting		Related			Specified			As
	Reported			Adjustments		Items			Items			Reconciled
Net sales	$	2,975		$	—	$	—		$	—		$	2,975
Cost of sales		937			—		—			—			937
Selling, general and administrative		1,213			—		—			—			1,213
Research and development		707			—		—			(96	)		611
Other income, net		(48	)		—		3			—			(45	)
Special and acquisition-related charges		1			—		(1	)		—			—
Equity income		(487	)		—		—			—			(487	)
Income before income taxes		652			—		(2	)		96			746
Income tax expense		87			—		—			—			87
Net income	$	565		$	—	$	(2	)	$	96		$	659
Preferred stock dividends		22			—		—			—			22
Net income available to common shareholders	$	543		$	—	$	(2	)	$	96		$	637
Diluted earnings per common share	$	0.36										$	0.42
Average common shares outstanding-diluted		1,571											1,571

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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
(Amounts in Millions)

“As Reconciled” amounts related to net income available to common shareholders and diluted earnings per common share reflect the following adjustments:

	First Quarter
	(unaudited)
	2008			2007
Purchase accounting adjustments:
Amortization of intangibles in connection with the acquisition of Organon BioSciences (a)	$	132		$	—
Depreciation related to the fair value adjustment of fixed assets related to the acquisition of Organon BioSciences (b)		8			—
Charge related to the fair value adjustment to inventory related to the acquisition of Organon BioSciences (a)		551			—
Total purchase accounting adjustments, pre-tax		691			—
Income tax benefit		91			—
Total purchase accounting adjustments	$	600		$	—
Acquisition-related items:
Acquisition-related gains on currency-related items (d)	$	—		$	(3	)
Integration-related activities (e)		23			1
Total acquisition-related items, pre-tax		23			(2	)
Income tax benefit		2			—
Total acquisition-related items	$	21		$	(2	)
Other specified items:
(Gain) on sale of manufacturing plant (d)		(17	)		—
Upfront R&D payments (c)		—			96
Total other specified items, pre-tax		(17	)		96
Income tax expense		(5	)		—
Total other specified items	$	(12	)	$	96
Total purchase accounting adjustments, acquisition-related items and other specified items	$	609		$	94

(a)	Included in cost of sales
(b)	Included in cost of sales, 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

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SCHERING-PLOUGH CORPORATION

Report for the period ended March 31 (unaudited):

GAAP Net Sales by Key Product
(Dollars in millions)

	First Quarter
	2008		2007		%
HUMAN PRESCRIPTION PHARMACEUTICALS a/	$	3,557	$	2,398		48	%
REMICADE		507		373		36	%
NASONEX		307		284		8	%
TEMODAR		236		196		20	%
PEGINTRON		225		217		4	%
CLARINEX / AERIUS		213		204		4	%
FOLLISTIM/PUREGON c/		145		—		N/M
AVELOX		142		115		24	%
CLARITIN RX		128		112		14	%
NUVARING c/		96		—		N/M
INTEGRILIN		74		84		(13	%)
CAELYX		74		62		20	%
REMERON c/		68		—		N/M
ZEMURON c/		63		—		N/M
REBETOL		59		71		(17	%)
INTRON A		55		60		(8	%)
SUBUTEX / SUBOXONE		54		56		(4	%)
PROVENTIL / ALBUTEROL CFC		50		53		(5	%)
ELOCON		45		36		23	%
LIVIAL c/		45		—		N/M
CERAZETTE c/		44		—		N/M
MERCILON c/		43		—		N/M
ASMANEX		42		43		(1	%)
IMPLANON c/		38		—		N/M
MARVELON c/		37		—		N/M
NOXAFIL		34		16		115	%
FORADIL		25		26		(3	%)
Other Pharmaceuticals		708		390		82	%
ANIMAL HEALTH b/		723		232		211	%
CONSUMER HEALTH CARE		377		345		9	%
OTC		209		177		18	%
OTC CLARITIN		139		127		9	%
Foot Care		85		78		9	%
Sun Care		83		90		(7	%)
CONSOLIDATED GAAP NET SALES	$	4,657	$	2,975		56	%

a/	Total Human Prescription Pharmaceuticals net sales for the three months ended March 31, 2008 include net sales of $861 million from Organon, the human health segment of Organon BioSciences (OBS), which was acquired on November 19, 2007.
b/	Total Animal Health net sales for the three months ended March 31, 2008 include net sales of $454 million from Intervet, the animal health segment of OBS, which was acquired on November 19, 2007.
c/	Products acquired in OBS acquisition on November 19, 2007.

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.

-more-

-13-

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.

(Dollars in millions)

	Three months ended March 31
	(unaudited)
	2008		2007		%
Net sales, as reported a/	$	4,657	$	2,975		56	%
50 percent of cholesterol joint venture net sales b/		607		575		6	%
Adjusted net sales b/	$	5,264	$	3,550		48	%

a/	Net sales for the three months ended March 31, 2008 include sales from Organon BioSciences (OBS), which was acquired on November 19, 2007.
b/	Total net sales of the cholesterol joint venture for both the three months ended March 31, 2008 and 2007 were $1.2 billion.

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
	1st Qtr			1st Qtr			1st Qtr			1st Qtr			1st Qtr vs.
	U.S.			U.S.			* As			* As			1st Qtr
	GAAP			GAAP			Reconciled			Reconciled			As
	$			$			$			$			Reconciled
Net sales 1/		4,657			2,975			4,657			2,975			56	%
Cost of sales		2,137			937			1,449			937			55	%
Gross profit		2,520			2,038			3,208			2,038			57	%
Selling, general and administrative		1,676			1,213			1,675			1,213			38	%
Research and development		880			707			878			611			44	%
Other expense/(income), net		95			(48	)		112			(45	)		*
Special and acquisition-related charges		23			1			—			—			*
Equity income		(517	)		(487	)		(517	)		(487	)		6	%
Income before income taxes		363			652			1,060			746			42	%
Income tax expense		72			87			160			87			84	%
Net income		291			565			900			659			37	%
Preferred stock dividends		38			22			38			22			73	%
Net income available to common shareholders		253			543			862			637			35	%
Diluted earnings per common share		0.15			0.36			0.53			0.42			26	%
Avg. shares outstanding- diluted		1,637			1,571			1,637			1,571
Ratios to net sales
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		45.9	%		31.5	%		31.1	%		31.5	%
Gross margin		54.1	%		68.5	%		68.9	%		68.5	%
Selling, general and administrative		36.0	%		40.8	%		36.0	%		40.8	%
Research and development		18.9	%		23.8	%		18.9	%		20.5	%
Income before income taxes		7.8	%		21.9	%		22.8	%		25.1	%
Net income		6.2	%		19.0	%		19.3	%		22.2	%

1/	Net sales for the three months ended March 31, 2008 includes sales of Organon BioSciences (OBS) of $1.3 billion.
*	“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)

	2008							2007
	1st			2nd	3rd	4th	Full	1st			2nd			3rd			4th			Full			1st Qtr
	Qtr.			Qtr.	Qtr.	Qtr.	Year	Qtr.			Qtr.			Qtr.			Qtr.			Year			vs
	$			$	$	$	$	$			$			$			$			$			1st Qtr
Net sales 1/		4,657							2,975			3,178			2,812			3,724			12,690			56	%
Cost of sales 2/		2,137							937			977			925			1,566			4,405			128	%
Gross profit		2,520							2,038			2,201			1,887			2,158			8,285			24	%
Selling, general and administrative		1,676							1,213			1,358			1,262			1,634			5,468			38	%
Research and development 3/		880							707			696			669			855			2,926			24	%
Acquired in-process research and development 4/		—							—			—			—			3,754			3,754			*
Other expense/(income), net 5/		95							(48	)		(16	)		(390	)		(231	)		(683	)		*
Special and acquisition-related charges 6/		23							1			11			20			52			84			*
Equity income		(517	)						(487	)		(490	)		(506	)		(566	)		(2,049	)		6	%
Income/(loss) before income taxes		363							652			642			832			(3,340	)		(1,215	)		(44	%)
Income tax expense/(benefit) 7/		72							87			103			82			(14	)		258			*
Net income/(loss)		291							565			539			750			(3,326	)		(1,473	)		(48	%)
Preferred stock dividends		38							22			22			37			38			118			73	%
Net income/(loss) available to common shareholders		253							543			517			713			(3,364	)		(1,591	)		(53	%)
Diluted earnings/(loss) per common share		0.15							0.36			0.34			0.45			(2.08	)		(1.04	)
Avg. shares outstanding- diluted		1,637							1,571			1,587			1,622			1,621			1,536
Actual shares outstanding		1,621							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	%
Cost of sales		45.9	%						31.5	%		30.7	%		32.9	%		42.1	%		34.7	%
Gross margin		54.1	%						68.5	%		69.3	%		67.1	%		57.9	%		65.3	%
Selling, general and administrative		36.0	%						40.8	%		42.7	%		44.9	%		43.9	%		43.1	%
Research and development		18.9	%						23.8	%		21.9	%		23.8	%		23.0	%		23.1	%
Income/(loss) before income taxes		7.8	%						21.9	%		20.2	%		29.6	%		(89.7	%)		(9.6	%)
Net income/(loss)		6.2	%						19.0	%		17.0	%		26.7	%		(89.3	%)		(11.6	%)

*	Not a meaningful percentage
	Note: The Company incurs substantial costs, such as selling, general and administrative costs, that are not reflected in the “Equity income” and are borne by the overall cost structure of Schering-Plough.
1/	Net sales for the three months ended March 31, 2008 includes sales of Organon BioSciences (OBS) of $1.3 billion. Net sales for the twelve months ended December 31, 2007, includes $626 million of OBS sales as of the November 19, 2007 close of the acquisition through December 31, 2007.
2/	Cost of sales for the three months ended March 31, 2008 includes purchase accounting adjustments of $688 million related to the acquisition of OBS. Cost of sales for the 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 months ended March 31, 2007 includes $96 million related to upfront R&D payments. Research and development for the twelve months ended December 31, 2007 includes $197 million 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/	See schedule on page 10 for components of other expense/(income), net.
6/	Special and acquisition-related charges for the three months ended March 31, 2008 and 2007 was $23 million and $1 million, respectively, related to the acquisition of OBS. Special and acquisition-related charges for the twelve months ended December 31, 2007 reflects $84 million related to the acquisition of OBS.
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. Included in income tax expense/(benefit) for the three months ended March 31, 2008 and December 31, 2007 is income tax benefit of $91 million and $89 million, respectively, related to purchase accounting adjustments.
	Note: Net sales includes a 7% favorable impact from foreign exchange.

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		1st Qtr
	Qtr.		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.		Year		vs
	$		$	$	$	$	$		$		$		$		$		1st Qtr
Cholesterol Joint Venture:		1,216						1,150		1,248		1,277		1,443		5,119		6	%
U.S.		851						897		958		969		1,071		3,894		(5	%)
International		365						253		290		308		372		1,225		44	%
50% of Cholesterol Joint Venture:		607						575		624		639		722		2,559		6	%
Human Prescription Pharma (1):		3,557						2,398		2,520		2,291		2,963		10,173		48	%
U.S.		975						802		771		709		855		3,138		22	%
International		2,582						1,596		1,749		1,582		2,108		7,035		62	%
Animal Health (2):		723						232		264		248		507		1,251		211	%
U.S.		131						58		58		63		99		278		125	%
International		592						174		206		185		408		973		240	%
Consumer Health Care		377						345		394		273		254		1,266		9	%
Consolidated GAAP Net Sales:		4,657						2,975		3,178		2,812		3,724		12,690		56	%
U.S.		1,453						1,179		1,195		1,028		1,194		4,597		23	%
International		3,204						1,796		1,983		1,784		2,530		8,093		78	%
Adjusted Net Sales:		5,264						3,550		3,802		3,451		4,446		15,249		48	%

(1)	Human Prescription Pharma net sales for the three months ended March 31, 2008 includes $861 million of sales of Organon, the human health segment of Organon BioSciences. Human Prescription Pharma for both the fourth quarter and full year 2007 include $409 million of Organon sales as of the closing date of the acquisition on November 19, 2007 through December 31, 2007.
(2)	Animal Health net sales for the three months ended March 31, 2008 includes $454 million of sales of Intervet, the animal health segment of Organon BioSciences. Animal Health for both the fourth quarter and full year 2007 include $217 million of Intervet sales as of the closing date of the acquisition on November 19, 2007 through December 31, 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		1st Qtr
	Qtr.		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.		Year		vs
	$		$	$	$	$	$		$		$		$		$		1st Qtr
Global ZETIA: 1/		588						544		605		606		680		2,436		8	%
U.S.		395						408		424		443		489		1,764		(3	%)
International		193						136		181		163		191		672		41	%
Global VYTORIN: 1/		647						616		683		684		778		2,761		5	%
U.S.		456						489		534		526		582		2,130		(7	%)
International		191						127		149		158		196		631		50	%
Global Cholesterol: 1/		1,235						1,160		1,288		1,290		1,458		5,197		6	%
U.S.		851						897		958		969		1,071		3,894		(5	%)
International		384						263		330		321		387		1,303		46	%

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 first quarter of 2008 and 2007, sales in non-joint venture territories of the cholesterol franchise totaled $19 million and $10 million, respectively. For the twelve months of 2007 sales in non-joint venture territories of the cholesterol franchise totaled $78 million.

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. 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 PHARMACEUTICAL SALES — KEY PRODUCT NET SALES
(Dollars in Millions)

	Global Prescription Pharma							U.S.							International
	2008		2007					2008		2007					2008		2007
	1st		1st		1st Qtr			1st		1st		1st Qtr			1st		1st		1st Qtr
	Qtr.		Qtr.		vs			Qtr.		Qtr.		vs			Qtr.		Qtr.		vs
	$		$		1st Qtr			$		$		1st Qtr			$		$		1st Qtr
Human Prescription Pharma:		3,557		2,398		48	%		975		802		22	%		2,582		1,596		62	%
REMICADE		507		373		36	%		—		—		—			507		373		36	%
NASONEX		307		284		8	%		172		177		(3	%)		135		107		27	%
TEMODAR		236		196		20	%		80		74		8	%		156		122		28	%
PEGINTRON		225		217		4	%		39		49		(19	%)		186		168		11	%
CLARINEX / AERIUS		213		204		4	%		76		91		(16	%)		137		113		21	%
FOLLISTIM/PUREGON (2)		145		—		N/M			44		—		N/M			101		—		N/M
AVELOX		142		115		24	%		142		115		24	%		—		—		-
CLARITIN RX		128		112		14	%		—		—		—			128		112		14	%
NUVARING (2)		96		—		N/M			54		—		N/M			42		—		N/M
INTEGRILIN		74		84		(13	%)		69		80		(14	%)		5		4		11	%
CAELYX		74		62		20	%		—		—		—			74		62		20	%
REMERON (2)		68		—		N/M			4		—		N/M			64		—		N/M
ZEMURON (2)		63		—		N/M			34		—		N/M			29		—		N/M
REBETOL		59		71		(17	%)		—		—		—			59		71		(17	%)
INTRON A		55		60		(8	%)		27		31		(13	%)		28		29		(2	%)
SUBUTEX / SUBOXONE		54		56		(4	%)		—		—		—			54		56		(4	%)
PROVENTIL / ALBUTEROL CFC		50		53		(5	%)		50		53		(5	%)		—		—		-
ELOCON		45		36		23	%		—		—		—			45		36		24	%
LIVIAL (2)		45		—		N/M			—		—		—			45		—		N/M
CERAZETTE (2)		44		—		N/M			—		—		—			44		—		N/M
MERCILON (2)		43		—		N/M			1		—		N/M			42		—		N/M
ASMANEX		42		43		(1	%)		39		40		(2	%)		3		3		-
IMPLANON (2)		38		—		N/M			11		—		N/M			27		—		N/M
MARVELON (2)		37		—		N/M			2		—		N/M			35		—		N/M
NOXAFIL		34		16		115	%		9		6		68	%		25		10		141	%
FORADIL		25		26		(3	%)		24		25		(3	%)		1		1		-

(1)	Human Prescription Pharma net sales for the three months ended March 31, 2008 includes $861 million of sales of Organon, the human health segment of Organon BioSciences. U.S. Pharma and International Pharma include Organon sales of $190 million and $671 million, respectively.
(2)	Products acquired in OBS acquisition on November 19, 2007.

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)

	2008						2007
	1st		2nd	3rd	4th	Full	1st		2nd		3rd		4th		Full		1st Qtr
	Qtr.		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.		Year		vs
	$		$	$	$	$	$		$		$		$		$		1st Qtr
Human Prescription Pharma (1):		3,557						2,398		2,520		2,291		2,963		10,173		48	%
REMICADE		507						373		394		426		455		1,648		36	%
NASONEX		307						284		295		242		271		1,092		8	%
TEMODAR		236						196		216		215		234		861		20	%
PEGINTRON		225						217		234		221		239		911		4	%
CLARINEX / AERIUS		213						204		250		171		174		799		4	%
FOLLISTIM/PUREGON (2)		145						—		—		—		57		57		N/M
AVELOX		142						115		75		78		115		384		24	%
CLARITIN RX		128						112		102		83		93		391		14	%
NUVARING (2)		96						—		—		—		45		45		N/M
INTEGRILIN		74						84		78		78		91		332		(13	%)
CAELYX		74						62		65		64		66		257		20	%
REMERON (2)		68						—		—		—		33		33		N/M
ZEMURON (2)		63						—		—		—		25		25		N/M
REBETOL		59						71		74		60		71		277		(17	%)
INTRON A		55						60		55		61		57		233		(8	%)
SUBUTEX / SUBOXONE		54						56		52		55		57		220		(4	%)
PROVENTIL / ALBUTEROL CFC		50						53		61		52		41		207		(5	%)
ELOCON		45						36		43		40		37		156		23	%
LIVIAL (2)		45						—		—		—		24		24		N/M
CERAZETTE (2)		44						—		—		—		20		20		N/M
MERCILON (2)		43						—		—		—		18		18		N/M
ASMANEX		42						43		42		36		41		162		(1	%)
IMPLANON (2)		38						—		—		—		15		15		N/M
MARVELON (2)		37						—		—		—		20		20		N/M
NOXAFIL		34						16		20		24		29		89		115	%
FORADIL		25						26		26		25		25		102		(3	%)

(1)	Human Prescription Pharma net sales for the three months ended March 31, 2008 includes $861 million of sales of Organon, the human health segment of Organon BioSciences. Human Prescription Pharma for both the fourth quarter and full year 2007 include $409 million of Organon sales as of the closing date of the acquisition on November 19, 2007 through December 31, 2007.
(2)	Products acquired in OBS acquisition on November 19, 2007.

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)

	2008						2007
	1st		2nd	3rd	4th	Full	1st		2nd		3rd		4th		Full		1st Qtr
	Qtr.		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.		Year		vs
	$		$	$	$	$	$		$		$		$		$		1st Qtr
Total U.S. Pharma (1):		975						802		771		709		855		3,138		22	%
NASONEX		172						177		175		153		162		667		(3	%)
TEMODAR		80						74		79		79		83		315		8	%
PEGINTRON		39						49		46		46		42		183		(19	%)
CLARINEX / AERIUS		76						91		106		83		82		362		(16	%)
FOLLISTIM/PUREGON (2)		44						—		—		—		14		14		N/M
AVELOX		142						115		75		78		115		384		24	%
NUVARING (2)		54						—		—		—		26		26		N/M
INTEGRILIN		69						80		73		73		85		312		(14	%)
REMERON (2)		4						—		—		—		2		2		N/M
ZEMURON (2)		34						—		—		—		10		10		N/M
INTRON A		27						31		28		29		28		117		(13	%)
PROVENTIL / ALBUTEROL CFC		50						53		61		52		41		207		(5	%)
MERCILON (2)		1						—		—		—		—		—		N/M
ASMANEX		39						40		39		34		38		152		(2	%)
IMPLANON (2)		11						—		—		—		3		3		N/M
MARVELON (2)		2						—		—		—		2		2		N/M
NOXAFIL		9						6		7		8		10		31		68	%
FORADIL		24						25		25		24		24		98		(3	%)

(1)	U.S. Pharma net sales for the three months ended March 31, 2008 includes $190 million of sales of Organon, the human health segment of Organon BioSciences. U.S. Pharma for both the fourth quarter and full year 2007 include $84 million of Organon sales as of the closing date of the acquisition on November 19, 2007 through December 31, 2007.
(2)	Products acquired in OBS acquisition on November 19, 2007.

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)

	2008						2007
	1st		2nd	3rd	4th	Full	1st		2nd		3rd		4th		Full		1st Qtr
	Qtr.		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.		Year		vs
	$		$	$	$	$	$		$		$		$		$		1st Qtr
Total International Pharma (1):		2,582						1,596		1,749		1,582		2,108		7,035		62	%
REMICADE		507						373		394		426		455		1,648		36	%
NASONEX		135						107		120		89		109		425		27	%
TEMODAR		156						122		137		136		151		546		28	%
PEGINTRON		186						168		188		175		197		728		11	%
CLARINEX / AERIUS		137						113		144		88		92		437		21	%
FOLLISTIM/PUREGON (2)		101						—		—		—		43		43		N/M
CLARITIN RX		128						112		102		83		93		391		14	%
NUVARING (2)		42						—		—		—		19		19		N/M
INTEGRILIN		5						4		5		5		6		20		11	%
CAELYX		74						62		65		64		66		257		20	%
REMERON (2)		64						—		—		—		31		31		N/M
ZEMURON (2)		29						—		—		—		15		15		N/M
REBETOL		59						71		73		59		70		273		(17	%)
INTRON A		28						29		27		32		29		116		(2	%)
SUBUTEX / SUBOXONE		54						56		52		55		57		220		(4	%)
ELOCON		45						36		43		40		39		158		24	%
LIVIAL (2)		45						—		—		—		24		24		N/M
CERAZETTE (2)		44						—		—		—		20		20		N/M
MERCILON (2)		42						—		—		—		18		18		N/M
ASMANEX		3						3		3		2		3		10		-
IMPLANON (2)		27						—		—		—		12		12		N/M
MARVELON (2)		35						—		—		—		18		18		N/M
NOXAFIL		25						10		13		16		19		58		141	%
FORADIL		1						1		1		1		1		4		-

(1)	International Pharma net sales for the three months ended March 31, 2008 includes $671 million of sales of Organon, the human health segment of Organon BioSciences. International Pharma for both the fourth quarter and full year 2007 include $325 million of Organon sales as of the closing date of the acquisition on November 19, 2007 through December 31, 2007.
(2)	Products acquired in OBS acquisition on November 19, 2007.

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)

	2008						2007
	1st		2nd	3rd	4th	Full	1st		2nd		3rd		4th		Full		1st Qtr
	Qtr.		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.		Year		vs
	$		$	$	$	$	$		$		$		$		$		1st Qtr
Global Consumer Health Care:		377						345		394		273		254		1,266		9	%
OTC:		209						177		182		162		161		682		18	%
OTC Claritin		139						127		137		104		94		462		9	%
Other OTC		70						50		45		58		67		220		41	%
Foot Care		85						78		102		92		74		345		9	%
Sun Care		83						90		110		19		19		239		(7	%)

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)

	2008						2007
	1st		2nd	3rd	4th	Full	1st		2nd		3rd		4th		Full
	Qtr.(1)		Qtr.	Qtr.	Qtr.	Year	Qtr.		Qtr.		Qtr.		Qtr.(1)		Year(1)
	$		$	$	$	$	$		$		$		$		$
Geographic net sales
U.S.		1,453						1,179		1,195		1,028		1,194		4,597
Europe and Canada		2,235						1,215		1,343		1,199		1,743		5,500
Latin America		482						311		327		324		398		1,359
Asia Pacific		487						270		313		261		389		1,234
Consolidated net sales		4,657						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	)						(82	)		(86	)		(117	)		(112	)		(395	)
Interest expense		138							37			39			45			125			245
Acquisition-related (gains)/losses on currency-related and interest rate-related items (2)		—							(3	)		35			(314	)		(255	)		(537	)
Foreign exchange (gains)/losses		(4	)						—			(3	)		(4	)		3			(3	)
Other (income)/expense (3)		(17	)						—			(1	)		—			8			7
Total — Other expense/(income), net		95							(48	)		(16	)		(390	)		(231	)		(683	)

(1)	First quarter 2008 includes $1.3 billion of Organon BioSciences (OBS) sales. Fourth quarter and full year 2007 include $626 million of OBS sales as of the closing date of the acquisition on November 19, 2007 through December 31, 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 $510 for the twelve months ended December 31, 2007.
(3)	Other (income)/expense 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.

Alex Kelly	908-298-7450
Joseph Romanelli	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 available to common shareholders and diluted 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 income available to common shareholders and diluted 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 income available to common shareholders and diluted 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 income available to common shareholders and diluted earnings per common share, as reported, are required to be presented under U.S. GAAP.

	Three months ended March 31, 2008
	(unaudited)
				Purchase						Other
	As			Accounting			Acquisition-			Specified			As Reconciled
	Reported			Adjustments			Related Items			Items			(1)
Net sales	$	4,657		$	—		$	—		$	—		$	4,657
Cost of sales		2,137			(688	)		—			—			1,449
Selling, general and administrative		1,676			(1	)		—			—			1,675
Research and development		880			(2	)		—			—			878
Other expense, net		95			—			—			17			112
Special and acquisition-related charges		23			—			(23	)		—			—
Equity income		(517	)		—			—			—			(517	)
Income before income taxes		363			691			23			(17	)		1,060
Income tax expense/(benefit)		72			91			2			(5	)		160
Net income	$	291		$	600		$	21		$	(12	)	$	900
Preferred stock dividends		38			—			—			—			38
Net income available to common shareholders	$	253		$	600		$	21		$	(12	)	$	862
Diluted earnings per common share	$	0.15											$	0.53
Average common shares outstanding-diluted		1,637												1,637

(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)

	Three months ended March 31, 2007
	(unaudited)
				Purchase					Other
	As			Accounting		Acquisition-			Specified			As Reconciled
	Reported			Adjustments		Related Items			Items			(1)
Net sales	$	2,975		$	—	$	—		$	—		$	2,975
Cost of sales		937			—		—			—			937
Selling, general and administrative		1,213			—		—			—			1,213
Research and development		707			—		—			(96	)		611
Other income, net		(48	)		—		3			—			(45	)
Special and acquisition-related charges		1			—		(1	)		—			—
Equity income		(487	)		—		—			—			(487	)
Income before income taxes		652			—		(2	)		96			746
Income tax expense		87			—		—			—			87
Net income	$	565		$	—	$	(2	)	$	96		$	659
Preferred stock dividends		22			—		—			—			22
Net income available to common shareholders	$	543		$	—	$	(2	)	$	96		$	637
Diluted earnings per common share	$	0.36										$	0.42
Average common shares outstanding-diluted		1,571											1,571

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

Page 12

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
(Amounts in millions)

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

	First Quarter
	(unaudited)
	2008			2007
Purchase accounting adjustments:
Amortization of intangibles in connection with the acquisition of Organon BioSciences (a)	$	132		$	—
Depreciation related to the fair value adjustment of fixed assets related to the acquisition of Organon BioSciences (b)		8			—
Charge related to the fair value adjustment to inventory related to the acquisition of Organon BioSciences (a)		551			—
Total purchase accounting adjustments, pre-tax		691			—
Income tax benefit		91			—
Total purchase accounting adjustments	$	600		$	—
Acquisition-related items:
Acquisition-related gains on currency-related items (d)	$	—		$	(3	)
Integration-related activities (e)		23			1
Total acquisition-related items, pre-tax		23			(2	)
Income tax benefit		2			—
Total acquisition-related items	$	21		$	(2	)
Other specified items:
(Gain) on sale of manufacturing plant (d)	$	(17	)	$	—
Upfront R&D payments (c)		—			96
Total other specified items, pre-tax		(17	)		96
Income tax expense		(5	)		—
Total other specified items	$	(12	)	$	96
Total purchase accounting adjustments, acquisition-related items and other specified items	$	609		$	94

(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

Page 13