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Cephalon Delivers Record Sales in the Second Quarter 2009

 

Sales and Adjusted Net Income Exceed Guidance

NUVIGIL Launch off to Strong Start

FRAZER, Pa., Aug. 4 /PRNewswire-FirstCall/ -- Cephalon, Inc. (Nasdaq: CEPH) today reported second quarter 2009 sales of $539.0 million, an 11 percent increase compared to sales of $485.0 million for the second quarter 2008 and exceeding the company's sales guidance of $515 - $535 million. Basic income per common share for the quarter was $1.19. Excluding amortization expense and certain other items, basic adjusted income per common share for the quarter was $1.56, an increase of 25 percent over the comparable figure of $1.25 for the same period in 2008. Adjusted net income for the second quarter of 2009 was $110.7 million, a 31 percent increase over the comparable $84.5 million for the second quarter of 2008. This exceeded the company's adjusted net income guidance range of $96.6 to $103.5 million.

Central nervous system (CNS) franchise sales were $290.6 million during the quarter, a 16 percent increase compared to the same period last year. Pain franchise reported sales of $123.6 million, an 8 percent decrease versus second quarter 2008, with growing sales of AMRIX((R)) (cyclobenzaprine hydrochloride extended-release capsules) largely offsetting the continued generic erosion of ACTIQ (oral transmucosal fentanyl citrate) [C-II]. Oncology franchise sales were $82.2 million, an 86 percent increase over the same period last year due to strong sales of TREANDA((R)) (bendamustine hydrochloride) of $55.8 million.

During the quarter the company launched NUVIGIL((R))( )(armodafinil) Tablets [C-IV]. A supplemental new drug application was filed with the FDA for NUVIGIL as a treatment of excessive sleepiness associated with jet lag disorder. If approved this would be the first acute indication for the franchise and further enhance the growth potential for NUVIGIL.

"With our recent business development activities and our fourth product launch in four years, we continue to build Cephalon into a premier biotech company," said Frank Baldino, Jr., Ph.D., Chairman and CEO. "NUVIGIL, our most recent product launch, is off to a great start and in order to serve additional patients we continue to make meaningful progress with our clinical programs to further develop this product. In addition, TREANDA and AMRIX continue to experience tremendous year-over-year growth. We plan to continue to execute upon our strategy of diversification through both our internal discovery and business development activities while delivering solid financial performance."

Also during the quarter, Cephalon continued to build its biotechnology platform by acquiring a controlling interest in the Australian biotechnology company Arana Therapeutics. Arana brings to Cephalon antibody humanization and optimization technology as well as a pipeline of biologics for inflammatory diseases and cancer.

The company is updating its guidance for 2009. Total sales guidance remains $2.175-$2.225 billion. This includes CNS franchise sales of $1.16-$1.19 billion, pain franchise sales of $530-$555 million, oncology franchise sales which were increased to $315-$335 million, and other product sales of $150-$175 million. Full year R&D guidance decreased to $425-$445 million and SG&A remains $840-$860 million, respectively. Adjusted net income guidance was increased to $457-$464 million and basic adjusted income per common share guidance is $6.30-$6.40.

For the third quarter 2009, Cephalon is introducing sales guidance of $540-$560 million, adjusted net income guidance of $108-$116 million and basic adjusted income per common share guidance of $1.45-$1.55.

Basic adjusted income per common share guidance for both the third quarter 2009 and full-year 2009 is reconciled below and is subject to the assumptions set forth therein.

Cephalon's management will discuss the company's second quarter 2009 performance in a conference call with investors beginning at 5:00 p.m. U.S. EDT today. To participate in the conference call, dial +1-913-312-0379 and refer to conference code number 1696714. Investors can listen to the call live by logging on to the company's website at www.cephalon.com and clicking on "Investors" then "Webcast." The conference call will be archived and available to investors for one week after the call.

About Cephalon, Inc.

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and commercialization of many unique products in four core therapeutic areas: central nervous system, inflammatory diseases, pain and oncology. A member of the Fortune 1000 and the S&P 500 Index, Cephalon currently employs approximately 3,000 people in the United States and Europe. U.S. sites include the company's headquarters in Frazer, Pennsylvania, and offices, laboratories or manufacturing facilities in West Chester, Pennsylvania, Salt Lake City, Utah, and suburban Minneapolis, Minnesota.

Cephalon has a growing presence in Europe, the Middle East and Africa. The Cephalon European headquarters and pre-clinical development center are located in Maisons-Alfort, France, just outside of Paris. Key business units are located in England, Ireland, France, Germany, Italy, Spain, the Netherlands for the Benelux countries, and Poland for Eastern and Central European countries. Cephalon Europe markets more than 30 products in four areas: central nervous system, pain, primary care and oncology.

The company's proprietary products in the United States include: AMRIX((R)), TREANDA((R)) for Injection, FENTORA((R)) (fentanyl buccal tablet) [C-II], PROVIGIL((R)) (modafinil) Tablets [C-IV], TRISENOX((R)) (arsenic trioxide) injection, GABITRIL((R)) (tiagabine hydrochloride), NUVIGIL((R)) and ACTIQ((R)). The company also markets numerous products internationally. Full prescribing information on its U.S. products is available at http://www.cephalon.com or by calling 1-800-896-5855.

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Cephalon's current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs; development of potential pharmaceutical products; interpretation of clinical results; prospects for regulatory approval; manufacturing development and capabilities; market prospects for its products, including the growth and acceptance of Nuvigil, Treanda and Amrix in the market; sales, adjusted net income and basic adjusted income per common share guidance for the third quarter and full-year 2009 and SG&A and R&D guidance for the full-year 2009; and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or other words and terms of similar meaning. Cephalon's performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing Cephalon such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Cephalon does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

This press release and/or the financial results attached to this press release include "Adjusted Net Income," "Basic Adjusted Income per Common Share," "Adjusted Net Income Guidance," "Basic Adjusted Income per Common Share Guidance," and "Diluted Adjusted Income Per Common Share," amounts that are considered "non-GAAP financial measures" under SEC rules. As required, we have provided reconciliations of these measures. Additional required information is located in the Form 8-K furnished to the SEC in connection with this press release.

    Contacts:
    Media:                                   Investors:
    Sheryl Williams                          Robert (Chip) Merritt
    610-738-6493                             610-738-6376
    swilliam@cephalon.com                    cmerritt@cephalon.com
                          CEPHALON, INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF OPERATIONS
                       (In thousands, except per share data)
                                    (Unaudited)

                                    Three Months Ended     Six Months Ended
                                         June 30,              June 30,
                                         --------              --------
                                                As                     As
                                             adjusted               adjusted
                                       2009    2008*          2009    2008*
                                       ----  ---------        ----  ---------
    REVENUES:
      Sales                        $539,021   $485,042  $1,053,387   $918,939
      Other revenues                  8,792      7,673      14,394     16,995
                                      -----      -----      ------     ------
                                    547,813    492,715   1,067,781    935,934
                                    -------    -------   ---------    -------
    COSTS AND EXPENSES:
      Cost of sales                 105,407    101,318     203,177    191,234
      Research and development      102,085     80,409     205,109    161,844
      Selling, general and
       administrative               223,656    209,900     424,246    408,888
      Restructuring charges           1,245      1,565       2,882      5,476
      Acquired in-process
       research and development       9,368          -      40,118     10,000
                                      -----        ---      ------     ------
                                    441,761    393,192     875,532    777,442
                                    -------    -------     -------    -------

    INCOME FROM OPERATIONS          106,052     99,523     192,249    158,492
                                    -------     ------     -------    -------

    OTHER INCOME (EXPENSE):
      Interest income                   930      4,912       1,634     11,513
      Interest expense              (20,114)   (20,789)    (36,718)   (43,067)
      Other income (expense), net    32,104     (1,543)     38,643      3,776
                                     ------     ------      ------      -----
                                     12,920    (17,420)      3,559    (27,778)
                                     ------    -------       -----    -------

    INCOME BEFORE INCOME TAXES      118,972     82,103     195,808    130,714

    INCOME TAX EXPENSE               46,932     30,212      79,986     48,381
                                     ------     ------      ------     ------

    NET INCOME                       72,040     51,891     115,822     82,333

    NET LOSS ATTRIBUTABLE TO
     NONCONTROLLING INTEREST         12,724          -      27,525          -
                                     ------        ---      ------        ---

    NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                 $84,764    $51,891    $143,347    $82,333
                                    =======    =======    ========    =======


    BASIC INCOME PER COMMON SHARE
     ATTRIBUTABLE TO CEPHALON,
     INC.                             $1.19      $0.77       $2.05      $1.22
                                      =====      =====       =====      =====

    DILUTED INCOME PER COMMON
     SHARE ATTRIBUTABLE TO
     CEPHALON, INC.                   $1.11      $0.69       $1.87      $1.10
                                      =====      =====       =====      =====

    WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING
     ATTRIBUTABLE TO CEPHALON, INC.  71,119     67,777      69,962     67,721
                                     ======     ======      ======     ======

    WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING-
     ASSUMING DILUTION ATTRIBUTABLE
     TO CEPHALON, INC.               76,629     74,852      76,808     74,569
                                     ======     ======      ======     ======

    *  As adjusted for FASB Staff Position APB 14-1, "Accounting for
       Convertible Debt Instruments That May Be Settled in Cash upon
       Conversion (Including Partial Cash Settlement)" and SFAS No. 160,
       "Noncontrolling Interests in Consolidated Financial Statements."



                       CEPHALON, INC. AND SUBSIDIARIES

          Reconciliation of GAAP Net Income to Adjusted Net Income
                        Attributable to Cephalon, Inc.
                                 (Unaudited)

                                                  Three Months Ended
                                                       June 30,
                                                  2009         2008
                                                  ----         ----

    GAAP NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                            $84,764      $51,891
                                               =======      =======

      Cost of sales adjustments                 30,470  (1)  28,892  (1)
      Research and development adjustments       1,790  (2)       -
      Selling, general and administrative
       adjustments                              12,874  (3)       -
      Restructuring charges                      1,245  (4)   1,565  (5)
      Interest expense adjustment               12,965  (5)  16,667  (6)
      Other (income) expense adjustment        (32,608) (6)       -
      In-process research and development
       adjustments                               9,368  (7)       -
      Adjustment to noncontrolling interest       (819) (8)       -
      Income tax adjustment                     (9,341) (9) (14,554) (9)
                                                ------      -------
                                                25,944       32,570

    ADJUSTED NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                           $110,708      $84,461
                                              ========      =======


    BASIC ADJUSTED INCOME PER COMMON SHARE       $1.56        $1.25
                                                 =====        =====

    DILUTED ADJUSTED INCOME PER COMMON SHARE     $1.44        $1.13
                                                 =====        =====

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                         71,119       67,777
                                                ======       ======

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING-ASSUMING DILUTION       76,629       74,852
                                                ======       ======



      Notes to Reconciliation of GAAP Net Income to Adjusted Net Income


    (1) To exclude the on-going amortization of acquired intangible assets
        ($23.0M in 2009; $26.8M in 2008), accelerated depreciation related to
        restructuring ($4.5M in 2009; $2.1M in 2008) and the write-off of
        purchase commitments in excess of estimated requirements ($3.0M in
        2009).

    (2) To exclude accelerated depreciation related to restructuring ($0.3M)
        and charges related to our transaction with Arana Therapeutics Limited
        ($1.5M).

    (3) To exclude charges related to the acquisition of Arana Therapeutics
        Limited ($6.3M) and charges related to our settlement with Takeda
        ($6.5M) which resolves our remaining contractual arrangements.

    (4) To exclude costs related to the CIMA restructuring.

    (5) To exclude interest expense associated with the implementation of APB
        14-1 ($13.0M in 2009; $13.0M in 2008) and accrued interest related to
        the agreement in principle reached with the U.S. Attorney's Office in
        Philadelphia ($3.7M in 2008).

    (6) To exclude the following gains and losses related to the acquisition
        of Arana Therapeutics Limited:

        - $6.6M gain on pre-bid Arana holding;
        - $2.8M loss on contingent consideration (90% ownership incentive
          payment);
        - $10.0M gain on excess of net assets over consideration;
        - $13.7M gains on foreign exchange derivative instruments; and
        - $5.1M foreign exchange gain on Australian Dollar acquisition funds.

    (7) To exclude the impact of Acusphere deconsolidation.

    (8) To exclude the portion of non-cash charges related to our acquisition
        of Arana Therapeutics Limited that are reflected in adjustments (6)
        above but do not affect net income because they are attributed to
        noncontrolling interests.

    (9) To reflect the tax effect of pre-tax adjustments at applicable tax
        rates and certain other tax adjustments primarily related to; changes
        in valuation allowances and other changes in tax assets and
        liabilities ($11.9M in 2009; $9.8M in 2008),  the applicable tax
        impact related to the implementation of APB 14-1 ($4.6 in 2009; $4.7M
        in 2008), and to exclude taxes on gains and costs related to the
        acquisition of Arana Therapeutics ($10.1M in 2009).


                       CEPHALON, INC. AND SUBSIDIARIES

           Reconciliation of GAAP Net Income to Adjusted Net Income
                        Attributable to Cephalon, Inc.
                                 (Unaudited)

                                                   Six Months Ended
                                                       June 30,
                                                  2009          2008
                                                  ----          ----

    GAAP NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                           $143,347       $82,333
                                              ========       =======

      Cost of sales adjustments                 56,178  (1)   56,780  (1)
      Research and development adjustments       3,086  (2)    7,754  (2)
      Selling, general and administrative
       adjustments                              13,744  (3)    2,955  (3)
      Restructuring charges                      2,882  (4)    5,476  (5)
      Interest expense adjustment               23,500  (5)   33,701  (6)
      Other (income) expense adjustment        (39,527) (6)        -
      In-process research and development
       adjustments                              40,118  (7)   10,000  (8)
      Adjustment to noncontrolling interest       (819) (8)        -
      Income tax adjustment                    (30,717) (9)  (38,944) (9)
                                               -------       -------
                                                68,445        77,722

    ADJUSTED NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                           $211,792      $160,055
                                              ========      ========


    BASIC ADJUSTED INCOME PER COMMON SHARE       $3.03         $2.36
                                                 =====         =====

    DILUTED ADJUSTED INCOME PER COMMON SHARE     $2.76         $2.17
                                                 =====         =====

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING                         69,962        67,721
                                                ======        ======

    WEIGHTED AVERAGE NUMBER OF COMMON
     SHARES OUTSTANDING-ASSUMING DILUTION       76,808        74,569
                                                ======        ======



      Notes to Reconciliation of GAAP Net Income to Adjusted Net Income

    (1) To exclude the on-going amortization of acquired intangible assets
        ($44.2M in 2009; $53.0M in 2008)  and accelerated depreciation related
        to restructuring ($9.0M in 2009; $3.8M in 2008) and the write-off of
        purchase commitments in excess of estimated requirements ($3.0M in
        2009).

    (2) To exclude accelerated depreciation related to restructuring ($0.6M in
        2009), charges related to payments for several research and
        development collaborations ($1.0M in 2009; $6.0M in 2008), charges
        related to our transaction with Arana Therapeutics Limited ($1.5M in
        2009) and other charges ($1.8M in 2008) related to employee severance
        costs.

    (3) In 2009, to exclude charges related to the acquisition of Arana
        Therapeutics Limited ($7.2M) and charges related to our settlement
        with Takeda ($6.5M) which resolves our remaining contractual
        arrangements.  In 2008, to exclude charges related to employee
        severance costs.

    (4) To exclude costs related to the CIMA restructuring.

    (5) To exclude interest expense associated with the implementation of APB
        14-1 ($23.5M in 2009; $26.3M in 2008) and accrued interest related to
        the agreement in principle reached with the U.S. Attorney's Office in
        Philadelphia ($7.5M in 2008).

    (6) To exclude the following gains and losses related to the acquisition
        of Arana Therapeutics Limited:

        - $6.6M gain on pre-bid Arana holding;
        - $2.8M loss on contingent consideration (90% ownership incentive
          payment);
        - $10.0M gain on excess of net assets over consideration;
        - $19.0M gains on foreign exchange derivative instruments;
        - $5.1M foreign exchange gain on Australian Dollar acquisition
          funds; and
        - $1.6M dividend income related to our initial purchase of Arana
          shares.

    (7) To exclude charges related to the deconsolidation of Acusphere
        ($9.3M), the acquisition of worldwide license rights related to
        LUPUZOR from ImmuPharma ($30.0M) and license rights for bendamustine
        hydrochloride in China and Hong Kong ($0.8M) in 2009 and the license
        of Acusphere HDDS technology for use in oncology therapeutics in 2008.

    (8) To exclude the portion of non-cash charges related to our acquisition
        of Arana Therapeutics Limited that are reflected in adjustments (6)
        above but do not affect net income because they are attributed to
        noncontrolling interests.

    (9) To reflect the tax effect of pre-tax adjustments at applicable tax
        rates and certain other tax adjustments primarily related to; changes
        in valuation allowances and other changes in tax assets and
        liabilities ($31.8M in 2009; $29.3M in 2008), the applicable tax
        impact related to the implementation of APB 14-1 ($8.3M in 2009; $9.6M
        in 2008), and to exclude taxes on gains and costs related to the
        acquisition of Arana Therapeutics ($8.0M in 2009).



                       CEPHALON, INC. AND SUBSIDIARIES

                          CONSOLIDATED SALES DETAIL
                                (In thousands)
                                 (Unaudited)

                                   Three Months Ended
                                         June 30,
                   -----------------------------------------------------
                              2009                        2008
                              ----                        ----
                   United                        United
                   States    Europe     Total    States   Europe   Total
                   -------   ------     -----    -------  ------   -----
    Sales:
      PROVIGIL    $246,583  $15,485   $262,068  $218,942 $15,869 $234,811
      NUVIGIL       16,786        -     16,786         -       -        -
      GABITRIL      10,749    1,026     11,775    14,307   2,039   16,346
                    ------    -----     ------    ------   -----   ------
        CNS        274,118   16,511    290,629   233,249  17,908  251,157

      ACTIQ         25,153   12,712     37,865    38,051  14,130   52,181
      Generic
       OTFC         23,390        -     23,390    28,958       -   28,958
      FENTORA       30,617      814     31,431    36,374       -   36,374
      AMRIX         30,867        -     30,867    17,119       -   17,119
                    ------      ---     ------    ------     ---   ------
        Pain       110,027   13,526    123,553   120,502  14,130  134,632

      TREANDA       55,820        -     55,820    14,381       -   14,381
      Other          4,193   22,168     26,361     4,380  25,372   29,752
                     -----   ------     ------     -----  ------   ------
        Oncology    60,013   22,168     82,181    18,761  25,372   44,133

        Other        8,380   34,278     42,658    13,117  42,003   55,120
                     -----   ------     ------    ------  ------   ------

                  $452,538  $86,483   $539,021  $385,629 $99,413 $485,042
                  ========  =======   ========  ======== ======= ========

                                %
                            Increase
                           (Decrease)
                           ----------
                    United
                    States    Europe     Total
                    -------   ------     -----
    Sales:
      PROVIGIL          13%      (2%)       12%
      NUVIGIL            -        -          -
      GABITRIL         (25)     (50)       (28)
        CNS             18       (8)        16

      ACTIQ            (34)     (10)       (27)
      Generic OTFC     (19)       -        (19)
      FENTORA          (16)       -        (14)
      AMRIX             80        -         80
        Pain            (9)      (4)        (8)

      TREANDA          288        -        288
      Other             (4)     (13)       (11)
        Oncology       220      (13)        86

        Other          (36)     (18)       (23)

                        17%     (13%)       11%


                                  Six Months Ended
                                      June 30,
                  ---------------------------------------------------------
                             2009                            2008
                             ----                            ----
                  United                           United
                  States    Europe       Total     States   Europe    Total
                  -------   ------       -----     -------  ------    -----
    Sales:
      PROVIGIL   $485,012   $30,418     $515,430  $417,411  $30,635 $448,046
      NUVIGIL      16,786         -       16,786         -        -        -
      GABITRIL     25,498     2,531       28,029    25,438    4,332   29,770
                   ------     -----       ------    ------    -----   ------
        CNS       527,296    32,949      560,245   442,849   34,967  477,816

    ACTIQ          51,570    24,459       76,029    75,568   26,333  101,901
      Generic
       OTFC        47,502         -       47,502    56,276        -   56,276
      FENTORA      63,907     1,237       65,144    75,307        -   75,307
      AMRIX        57,104         -       57,104    26,887        -   26,887
                   ------       ---       ------    ------      ---   ------
        Pain      220,083    25,696      245,779   234,038   26,333  260,371

      TREANDA     106,017         -      106,017    14,381        -   14,381
      Other         9,519    43,200       52,719     9,568   47,642   57,210
                    -----    ------       ------     -----   ------   ------
        Oncology  115,536    43,200      158,736    23,949   47,642   71,591

        Other      19,535    69,092       88,627    26,644   82,517  109,161
                   ------    ------       ------    ------   ------  -------

                 $882,450  $170,937   $1,053,387  $727,480 $191,459 $918,939
                 ========  ========   ==========  ======== ======== ========


                            %
                         Increase
                        (Decrease)
                        ----------
                United
                States    Europe       Total
                -------   ------       -----
    Sales:
      PROVIGIL     16%       (1%)         15%
      NUVIGIL       -         -            -
      GABITRIL      -       (42)          (6)
        CNS        19        (6)          17

      ACTIQ       (32)       (7)         (25)
      Generic
       OTFC       (16)        -          (16)
      FENTORA     (15)        -          (13)
      AMRIX       112         -          112
        Pain       (6)       (2)          (6)

      TREANDA     637         -          637
      Other        (1)       (9)          (8)
        Oncology  382        (9)         122

        Other     (27)      (16)         (19)

                   21%      (11%)         15%



                        CEPHALON, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                       (In thousands, except share data)
                                  (Unaudited)

                                                              As adjusted
                                                  June 30     December 31,
                                                    2009            2008*
                                                    ----            ----
    CURRENT ASSETS:
       Cash and cash equivalents               $1,281,926        $524,459
       Short term investments                     122,701               -
       Receivables, net                           344,909         409,580
       Inventory, net                             239,785         117,297
       Deferred tax assets, net                   235,916         224,066
       Other current assets                        52,685          54,120
                                                   ------          ------
           Total current assets                 2,277,922       1,329,522

       INVESTMENTS                                 17,123           8,081
       PROPERTY AND EQUIPMENT, net                462,207         467,449
       GOODWILL                                   571,706         445,332
       INTANGIBLE ASSETS, net                   1,098,675         607,332
       DEFERRED TAX ASSETS, net                     2,605          46,074
       DEBT ISSUANCE COSTS                         21,351          11,838
       OTHER ASSETS                                30,143         167,314
                                                   ------         -------
                                               $4,481,732      $3,082,942
                                               ==========      ==========

    CURRENT LIABILITIES:
       Current portion of long-term debt, net    $799,832        $781,618
       Accounts payable                            91,187          87,079
       Accrued expenses                           314,737         304,415
                                                  -------         -------
           Total current liabilities            1,205,756       1,173,112

       LONG-TERM DEBT                             352,805           3,692
       DEFERRED TAX LIABILITIES, net              219,396          77,932
       OTHER LIABILITIES                          168,314         163,123
                                                  -------         -------
           Total liabilities                    1,946,271       1,417,859
                                                ---------       ---------

    REDEEMABLE EQUITY                             228,224         248,403
                                                  -------         -------

    EQUITY:
    Cephalon Stockholders' Equity
       Common stock, $0.01 par value                  776             717
       Additional paid-in capital               2,484,536       2,095,324
       Treasury stock, at cost                   (201,734)       (201,705)
       Accumulated deficit                       (377,939)       (521,286)
       Accumulated other comprehensive income      91,948          43,630
                                                   ------          ------
           Total Cephalon stockholders' equity  1,997,587       1,416,680
    Noncontrolling Interest                       309,650               -
                                                  -------             ---
           Total equity                         2,307,237       1,416,680
                                                ---------       ---------
                                               $4,481,732      $3,082,942
                                               ==========      ==========

    *  As adjusted for FASB Staff Position APB 14-1, "Accounting for
       Convertible Debt Instruments That May Be Settled in Cash upon
       Conversion (Including Partial Cash Settlement)" and SFAS No. 160,
       "Noncontrolling Interests in Consolidated Financial Statements."



                       CEPHALON, INC. AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)
                                 (Unaudited)

                                                     Six Months Ended
                                                         June 30,
                                                         --------
                                                             As adjusted
                                                       2009     2008*
                                                       ----  ------------
    CASH FLOWS FROM OPERATING ACTIVITIES:
         Net income                                $115,822      $82,333
         Adjustments to reconcile net income to
          net cash provided by operating activities:
               Deferred income tax benefit             (385)     (12,218)
               Depreciation and amortization         87,029       84,006
               Stock-based compensation expense      24,840       21,894
               Loss on disposals of property and
                equipment                                 -        1,031
               Amortization of debt discount and
                debt issuance costs                  23,749       26,201
               Gain on foreign exchange
                contracts                           (26,754)           -
               Gain on acquisition of Arana         (10,008)           -
               Acquired in-process research and
                development from Acusphere
                deconsolidation                       8,366            -
               Other                                 (5,283)        (418)
               Changes in operating assets and
                liabilities:
                   Receivables                       74,211      (56,210)
                   Inventory                         (9,550)      (7,933)
                   Other assets                      31,479      (24,027)
                   Accounts payable, accrued
                    expenses and deferred revenues    1,493      (10,427)
                   Other liabilities                 (1,501)      16,418
                                                     ------       ------
                   Net cash provided by operating
                    activities                      313,508      120,650
                                                    -------      -------

    CASH FLOWS FROM INVESTING ACTIVITIES:
         Purchases of property and equipment        (30,234)     (42,898)
         Acquisition of intangible assets                 -      (25,575)
         Cash balance from consolidation of variable
          interest entity                            52,563            -
         Investment in Ception                      (75,000)           -
         Acquisition of Arana, net of cash
          acquired                                 (211,803)           -
         Purchases of investments                    (9,082)      (6,242)
         Proceeds from foreign exchange contract     26,754            -
         Sales and maturities of available-for-sale
          investments                                 4,456        7,596
                                                      -----        -----
                   Net cash used for investing
                    activities                     (242,346)     (67,119)
                                                   --------      -------

    CASH FLOWS FROM FINANCING ACTIVITIES:
         Proceeds from sale of common stock         288,000            -
         Proceeds from exercises of common stock
          options                                     6,271       13,562
         Windfall tax benefits from stock-based
          compensation                                  197          480
         Acquisition of treasury stock                  (29)         (24)
         Payments on and retirements of long-term
          debt                                       (9,131)    (215,129)
         Net proceeds from issuance of convertible
          subordinated notes                        484,738            -
         Proceeds from sale of warrants              37,640            -
         Purchase of convertible note hedge        (121,040)           -
                                                   --------          ---
                   Net cash provided by (used for)
                    financing activities            686,646     (201,111)
                                                    -------     --------

    EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
     CASH EQUIVALENTS                                  (341)       2,282
                                                       ----        -----

    NET INCREASE (DECREASE) IN CASH AND CASH
     EQUIVALENTS                                    757,467     (145,298)

    CASH AND CASH EQUIVALENTS, BEGINNING OF
     PERIOD                                         524,459      818,669
                                                    -------      -------

    CASH AND CASH EQUIVALENTS, END OF PERIOD     $1,281,926     $673,371
                                                 ==========     ========


    *  As adjusted for FASB Staff Position APB 14-1, "Accounting for
       Convertible Debt Instruments That May Be Settled in Cash upon
       Conversion (Including Partial Cash Settlement)" and SFAS No. 160,
       "Noncontrolling Interests in Consolidated Financial Statements."



                         CEPHALON, INC. AND SUBSIDIARIES

         Reconciliation of Projected GAAP Basic Income per Common Share
               to Basic Adjusted Income Per Common Share Guidance
                                   (Unaudited)

                                           Three Months      Twelve Months
                                               Ended             Ended
                                           September 30,      December 31,
                                                2009             2009
                                           -------------   -----------------

    Projected GAAP basic income per
     common share                         $1.01  -  $1.11   $4.49  -  $4.59
                                          =====     =====   =====     =====

    Amortization of current intangibles   $0.35  -  $0.35   $1.33  -  $1.33
    Accelerated depreciation adjustment-
     CIMA                                 $0.02  -  $0.02   $0.09  -  $0.09
    Accelerated depreciation adjustment-
     Mitry-Mory                           $0.06  -  $0.06   $0.21  -  $0.21
    Research and development
     adjustments                             $-  -     $-   $0.01  -  $0.01
    Selling, general and administrative
     adjustments                             $-  -     $-   $0.19  -  $0.19
    Cost of goods sold adjustments           $-  -     $-   $0.06  -  $0.06
    Restructuring adjustments             $0.01  -  $0.01   $0.07  -  $0.07
    Acquired in-process research and
     development adjustments                 $-  -     $-   $0.55  -  $0.55
    Other income (expense) adjustments       $-  -     $-  $(0.56) - $(0.56)
    Interest expense adjustments          $0.23  -  $0.23   $0.80  -  $0.80

    Tax effect of pre-tax adjustments
     at the applicable tax rates         $(0.23) - $(0.23) $(0.94) - $(0.94)
                                         ------    ------  ------    ------

    Basic adjusted income per common
     share guidance                       $1.45  -  $1.55   $6.30  -  $6.40
                                          =====     =====   =====     =====

    The company's guidance is being issued based on certain assumptions
    including:

    - Adjusted effective tax rate of approximately  34.0 percent in 2009; and
    - Weighted average number of common shares outstanding of 74.9 and 72.5
      million shares for the three months ended September 30, 2009 and the
      twelve months ended December 31, 2009, respectively.


SOURCE Cephalon, Inc.