FRAZER, Pa., Aug. 2, 2011 /PRNewswire/ -- Cephalon, Inc. (Nasdaq: CEPH) today reported second quarter 2011 net sales of $730.1 million, a 2 percent increase compared to net sales of $712.4 million for the second quarter of 2010. Basic income per common share for the period was $1.54 compared to $1.18 for the second quarter of 2010. Excluding amortization expense and certain other items, adjusted net income for the second quarter of 2011 was $142.6 million, a 14 percent decrease versus the same period in 2010. Basic adjusted income per common share for the quarter was $1.86, a 15 percent decrease from the $2.20 for the second quarter of 2010.

Central nervous system (CNS) franchise net sales were $332.3 million during the quarter, a 5 percent decrease compared to the same period last year. Pain franchise reported net sales of $140.6 million, a 4 percent increase versus second quarter 2010. Oncology franchise net sales were $158.8 million, a 22 percent increase over the same period last year due to strong net sales of TREANDA® (bendamustine hydrochloride) of $125.8 million. Sales of other products remained relatively constant at $98.5 million.

During the second quarter 2011 Cephalon recorded net cash provided by operating activities of $74.2 million and ended the period with $997.5 million of cash and cash equivalents.

"We continue to work with both US and European authorities to obtain all necessary regulatory approvals in order to close the transaction with Teva," said Kevin Buchi, Chief Executive Officer.

About Cephalon, Inc.

Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the world's fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 180 products in more than 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/.

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 Teva's proposed acquisition of Cephalon; 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; 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," 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:
    Fritz Bittenbender              Robert (Chip) Merritt
    610-883-5855                    610-738-6376
    fbittenb@cephalon.com           cmerritt@cephalon.com


    Natalie deVane                  Joseph Marczely
    610-727-6536                    610-883-5894
    ndevane@cephalon.com            jmarczely@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,
                                --------                   --------
                            2011          2010        2011            2010
                            ----          ----        ----            ----
    REVENUES:
      Net sales         $730,100      $712,435  $1,466,102      $1,289,116
      Other revenues       8,163        14,475      17,274          34,379
                         738,263       726,910   1,483,376       1,323,495
                         -------       -------   ---------       ---------
    COSTS AND
     EXPENSES:
      Cost of sales      123,667       170,739     281,650         275,782
      Research and
       development       134,851       101,261     257,164         206,638
      Selling, general
       and
       administrative    276,068       258,468     526,754         463,109
      Change in fair
       value of
       contingent
       consideration       2,600             -       4,401               -
      Restructuring
       charges             4,279         4,581       5,137           5,325
      Acquired in-
       process research
       and development         -             -      30,000               -
      Impairment and
       (gain) loss on
       sale of assets     48,408             -      54,056               -
                         589,873       535,049   1,159,162         950,854
                         -------       -------   ---------         -------

    INCOME FROM
     OPERATIONS          148,390       191,861     324,214         372,641
                         -------       -------     -------         -------

    OTHER INCOME
     (EXPENSE):
      Interest income      1,253         1,300       2,270           3,230
      Interest expense  (24,475)      (28,182)     (48,682)        (54,973)
      Change in fair
       value of
       investments        99,473             -     264,208               -
      Other income
       (expense), net   (26,360)        (9,332)    (29,388)        (16,603)
                         -------        ------     -------         -------
                          49,891      (36,214)     188,408         (68,346)
                          ------       -------     -------         -------

    INCOME BEFORE
     INCOME TAXES        198,281       155,647     512,622         304,295

    INCOME TAX
     EXPENSE              83,089        63,254     185,820         111,565
                          ------        ------     -------         -------

    NET INCOME           115,192        92,393     326,802         192,730

    NET LOSS (INCOME)
     ATTRIBUTABLE TO
     NONCONTROLLING
     INTEREST              2,983        (3,329)      2,461           6,899
                           -----        ------       -----           -----

    NET INCOME
     ATTRIBUTABLE TO
     CEPHALON, INC.     $118,175       $89,064    $329,263        $199,629
                        ========       =======    ========        ========


    BASIC INCOME PER
     COMMON SHARE
     ATTRIBUTABLE TO
     CEPHALON, INC.        $1.54         $1.18       $4.32           $2.66
                           =====         =====       =====           =====

    DILUTED INCOME
     PER COMMON SHARE
     ATTRIBUTABLE TO
     CEPHALON, INC.        $1.34         $1.11       $3.97           $2.46
                           =====         =====       =====           =====

    WEIGHTED AVERAGE
     NUMBER OF COMMON
    SHARES
     OUTSTANDING
     ATTRIBUTABLE TO
    CEPHALON, INC.        76,679        75,192      76,213          75,092
                          ======        ======      ======          ======

    WEIGHTED AVERAGE
     NUMBER OF COMMON
    SHARES
     OUTSTANDING-
     ASSUMING
     DILUTION
    ATTRIBUTABLE TO
     CEPHALON, INC.       88,303        80,507      82,871          81,223
                          ======        ======      ======          ======

                        CEPHALON, INC. AND SUBSIDIARIES

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

                                            Three Months
                                               Ended
                                             June 30,
                                             --------
                                         2011              2010
                                         ----              ----

    GAAP NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                  $118,175           $89,064
                                     ========           =======

      Cost of sales adjustments          (834)    (1)    52,209   (1)
      Research and development
       adjustments                        320     (2)       317   (2)
      Selling, general and
       administrative adjustments      24,774     (3)     9,225   (3)
      Change in fair value of
       contingent consideration
       adjustment                       2,600     (4)
      Restructuring adjustment          4,279     (5)     4,581   (5)
      Impairment and (gain) loss on
       sale of assets adjustment       48,408     (6)
      Interest expense adjustment      16,016     (7)    18,476   (7)
      Change in fair value of
       investments adjustment         (99,473)    (8)
      Other (income) expense
       adjustment                      16,483     (9)     5,398   (9)
      Income tax adjustment            11,875    (10)   (14,017) (10)
      *Noncontrolling Interest
       adjustments:
         Other revenues                     -                 -
         Research and development       1,214            (2,018)
         Selling, general and
          administrative                  706               200
         Interest income                    -                 -
         Interest expense                 424                (3)
         Other income (expense)             -                 1
         Income taxes                       -            (2,658)
         Less amount attributable to
          noncontrolling interest      (2,344)            4,478
                                       ------             -----
                                       24,448            76,189

    ADJUSTED NET INCOME
     ATTRIBUTABLE TO CEPHALON, INC.  $142,623          $165,253
                                     ========          ========


    BASIC ADJUSTED INCOME PER
     COMMON SHARE                       $1.86             $2.20
                                        =====             =====

    DILUTED ADJUSTED INCOME PER
     COMMON SHARE                       $1.62             $2.05
                                        =====             =====

    WEIGHTED AVERAGE NUMBER OF
     COMMON
    SHARES OUTSTANDING                 76,679            75,192
                                       ======            ======

    WEIGHTED AVERAGE NUMBER OF
     COMMON
    SHARES OUTSTANDING-ASSUMING
     DILUTION                          88,303            80,507
                                       ======            ======


    * Amounts recorded by our Variable Interest Entities that have been
    excluded from net income attributable to Cephalon, Inc.

    Notes to Reconciliation of GAAP Net Income to Adjusted Net Income

    (1) To exclude the on-going amortization of acquired intangible
    assets ($26.9M in 2011: $32.2M in 2010), the reversal of a  royalty
    accrual related to AMRIX sales milestones that are no longer
    expected to be payable ($27.8M in 2011), accelerated depreciation
    related to restructuring ($5.5M in 2010), amortization of inventory
    revaluation related to Mepha ($5.0M in 2010) and the write-off of
    modafinil purchase commitments in excess of estimated requirements
    ($9.4M in 2010).

    (2) To exclude accelerated depreciation related to worldwide
    restructuring ($0.3M in 2011 and 2010).

    (3) In 2011, to exclude charges related to the unsolicited proposal
    we received from Valeant Pharmaceuticals International and the
    Agreement and Plan of Merger with Teva Pharmaceutical Industries
    Ltd. ($20.9M), and charges associated with recent acquisitions. In
    2010, to exclude charges related to the acquisition of Mepha ($7.9M)
    and the acquisition of Ception noncontrolling interest ($1.4M).

    (4) In 2011, to exclude the change in fair value of the Ception
    Therapeutics, Inc. ($1.4M), BioAssets Development Company ($0.3M)
    and Gemin X Pharmaceuticals ($0.9M) contingent consideration.

    (5) To exclude costs related to restructurings.

    (6) In 2011, to exclude costs related to the impairments of AMRIX
    ($43.3M) and Mepha in-process research and development ($5.2M).

    (7) To exclude imputed interest expense associated with convertible
    debt.

    (8) In 2011, to exclude the change in fair value of our investments
    in Mesoblast Ltd. ($91.2M) and ChemGenex Pharmaceuticals Ltd.
    ($8.3M).

    (9) In 2011, to exclude costs and changes in fair value of certain
    derivative contracts ($16.5M).  In 2010, to exclude losses related
    to the acquisition of Mepha AG, including a loss on foreign exchange
    derivative instruments ($2.9M) and a loss on foreign exchange of
    Swiss Franc acquisition funds ($2.5M).

    (10) 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.

                        CEPHALON, INC. AND SUBSIDIARIES

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

                                           Six Months Ended
                                               June 30,
                                               --------
                                             2011             2010
                                             ----             ----

    GAAP NET INCOME ATTRIBUTABLE TO
     CEPHALON, INC.                      $329,263         $199,629
                                         ========         ========

      Cost of sales adjustments            28,284    (1)    83,175    (1)
      Research and development
       adjustments                            320    (2)       676    (2)
      Selling, general and
       administrative adjustments          25,704    (3)    11,502    (3)
      Change in fair value of contingent
       consideration adjustments            4,401    (4)         -
      Restructuring adjustment              5,137    (5)     5,325    (5)
      Acquired in-process research and
       development adjustments             30,000    (6)         -
      Impairment and (gain) loss on sale
       of assets adjustment                54,056    (7)         -
      Interest expense adjustment          31,691    (8)    36,055    (8)
      Change in fair value of
       investments adjustments           (264,208)   (9)         -
      Other (income) expense adjustment    16,989  (10)     11,567  (10)
      Income tax adjustment                39,359  (11)    (38,690) (11)
      *Noncontrolling Interest
       adjustments:
         Other revenues                         -              (31)
         Research and development           1,417            6,094
         Selling, general and
          administrative                    1,063            3,222
         Other income (expense)                 -              166
         Interest income                        -               (7)
         Interest expense                     723              154
         Income taxes                           -           (3,848)
         Less amount attributable to
          noncontrolling interest          (3,203)          (5,750)
                                           ------           ------
                                          (28,267)         109,610

    ADJUSTED NET INCOME ATTRIBUTABLE
     TO CEPHALON, INC.                   $300,996         $309,239
                                         ========         ========


    BASIC ADJUSTED INCOME PER COMMON
     SHARE                                  $3.95            $4.12
                                            =====            =====

    DILUTED ADJUSTED INCOME PER COMMON
     SHARE                                  $3.63            $3.81
                                            =====            =====

    WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                     76,213           75,092
                                           ======           ======

    WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING-ASSUMING
     DILUTION                              82,871           81,223
                                           ======           ======


    * Amounts recorded by our Variable Interest Entities that have been
    excluded from net income attributable to Cephalon, Inc.

    Notes to Reconciliation of GAAP Net Income to Adjusted Net Income

    (1) To exclude the on-going amortization of acquired intangible
    assets ($56.0M in 2011; $58.0M in 2010), the reversal of a royalty
    accrual related to AMRIX sales milestones that are no longer
    expected to be payable ($27.8M in 2011), accelerated depreciation
    related to restructuring ($10.7M in 2010), amortization of inventory
    revaluation related to Mepha ($5.0M in 2010) and the write-off of
    modafinil purchase commitments in excess of estimated requirements
    ($9.4M in 2010).

    (2) To exclude accelerated depreciation related to restructuring.

    (3) In 2011, to exclude charges related to the unsolicited proposal
    we received from Valeant Pharmaceuticals International and the
    Agreement and Plan of Merger with Teva Pharmaceutical Industries
    Ltd. ($20.9M), and charges associated with recent acquisitions.  In
    2010, to exclude charges related to the acquisition of Mepha
    ($10.1M) and the acquisition of Ception noncontrolling interest
    ($1.4M).

    (4) In 2011, to exclude the change in fair value of the Ception
    Therapeutics, Inc. ($2.7M), BioAssets Development Company ($0.8M)
    and Gemin X Pharmaceuticals ($0.9M) contingent consideration.

    (5) To exclude costs related to restructurings.

    (6) In 2011, to exclude costs related to the acquisition of worldwide
    license rights to Mesoblast Limited's proprietary technology
    platform.

    (7) In 2011, to exclude costs related to the impairments of AMRIX
    ($43.3M) and Mepha in-process research and development ($5.2M) and
    costs associated with our plant to sell our manufacturing facility
    in Mitry Mory, France ($6.1M), offset by a gain on the sale of our
    facility in Savigny le Temple, France ($0.4M).

    (8) To exclude imputed interest expense associated with convertible
    debt.

    (9) In 2011, to exclude the change in fair value of our investments
    in Mesoblast Ltd. ($250.8M) and ChemGenex Pharmaceuticals Ltd.
    ($13.4M).

    (10) In 2011, to exclude costs and changes in fair value of certain
    derivative contracts ($17.0M).  In 2010, to exclude losses related
    to the acquisition of Mepha AG, including a loss on foreign exchange
    derivative instruments ($9.1M) and a loss on foreign exchange of
    Swiss Franc acquisition funds ($2.5M).

    (11) 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.

     CEPHALON, INC. AND SUBSIDIARIES

        CONSOLIDATED SALES DETAIL
             (In thousands)
               (Unaudited)

                                          Three Months Ended
                                               June 30,
                                               --------
                                                                 2011
                                                                 ----
                                  United
                                  States        Europe        Total
                                 -------        ------        -----
    Sales:
    CNS
      Proprietary CNS
           PROVIGIL              $237,684        $13,462     $251,146
           NUVIGIL                 58,576              -       58,576
           GABITRIL                 8,765          1,165        9,930
           Other Proprietary CNS        -          2,608        2,608
      Generic CNS                       -          9,990        9,990
                                      ---          -----        -----
                CNS               305,025         27,225      332,250

    Pain
      Proprietary Pain
           FENTORA                 41,910          9,516       51,426
        Other Proprietary Pain          -              -            -
      Generic Pain
           ACTIQ                   14,607         15,387       29,994
           Generic OTFC             6,015              -        6,015
           AMRIX                   13,554              -       13,554
           Generic AMRIX           11,420              -       11,420
           Other Generic Pain           -         28,224       28,224
                                      ---         ------       ------
                Pain               87,506         53,127      140,633

    Oncology
      Proprietary Oncology
           TREANDA                125,847              -      125,847
           Other Proprietary
            Oncology                5,017         21,699       26,716
         Generic Oncology               -          6,188        6,188
                                      ---          -----        -----
              Oncology            130,864         27,887      158,751

    Other
      Other Proprietary             4,726          1,804        6,530
      Other Generic                 4,536         87,400       91,936
                                    -----         ------       ------
              Other                 9,262         89,204       98,466

                                 $532,657       $197,443     $730,100
                                 ========       ========     ========



                                          Three Months Ended
                                               June 30,
                                               --------
                                                                 2010
                                                                 ----
                                  United
                                  States        Europe        Total
                                 -------        ------        -----
    Sales:
    CNS
      Proprietary CNS
           PROVIGIL              $268,550        $16,280     $284,830
           NUVIGIL                 40,968              -       40,968
           GABITRIL                11,118          1,024       12,142
           Other Proprietary CNS        -          2,652        2,652
      Generic CNS                       -          8,574        8,574
                                      ---          -----        -----
                CNS               320,636         28,530      349,166

    Pain
      Proprietary Pain
           FENTORA                 38,861          5,661       44,522
        Other Proprietary Pain          -             49           49
      Generic Pain
           ACTIQ                   14,471         14,067       28,538
           Generic OTFC            11,535              -       11,535
           AMRIX                   28,548              -       28,548
           Generic AMRIX                -              -            -
           Other Generic Pain           -         21,556       21,556
                                      ---         ------       ------
                Pain               93,415         41,333      134,748

    Oncology
      Proprietary Oncology
           TREANDA                 99,732              -       99,732
           Other Proprietary
            Oncology                6,253         18,769       25,022
         Generic Oncology               -          5,704        5,704
                                      ---          -----        -----
              Oncology            105,985         24,473      130,458

    Other
      Other Proprietary             2,883          1,754        4,637
      Other Generic                 3,058         90,368       93,426
                                    -----         ------       ------
              Other                 5,941         92,122       98,063

                                 $525,977       $186,458     $712,435
                                 ========       ========     ========



                                                      %
                                                  Increase
                                                 (Decrease)
                                                 ----------
                                        United
                                        States       Europe      Total
                                        -------      ------      -----
    Sales:
    CNS
      Proprietary CNS
           PROVIGIL                        (11%)       (17%)      (12%)
           NUVIGIL                           43           -         43
           GABITRIL                         (21)         14        (18)
           Other Proprietary CNS              -          (2)        (2)
      Generic CNS                             -          17         17
                CNS                          (5)         (5)        (5)

    Pain
      Proprietary Pain
           FENTORA                            8          68         16
        Other Proprietary Pain                -        (100)     (100)
      Generic Pain
           ACTIQ                              1           9          5
           Generic OTFC                     (48)          -        (48)
           AMRIX                            (53)          -        (53)
           Generic AMRIX                    100           -        100
           Other Generic Pain                 -          31         31
                Pain                         (6)         29          4

    Oncology
      Proprietary Oncology
           TREANDA                           26           -         26
           Other Proprietary
            Oncology                        (20)         16          7
         Generic Oncology                     -           8          8
              Oncology                       23          14         22

    Other
      Other Proprietary                      64           3         41
      Other Generic                          48          (3)        (2)
              Other                          56          (3)         0

                                              1%          6%         2%

                                            Six Months Ended
                                                June 30,
                                                --------
                                                                   2011
                                                                   ----
                                    United
                                    States       Europe         Total
                                   -------       ------         -----
    Sales:
    CNS
      Proprietary CNS
           PROVIGIL                $481,027       $28,515      $509,542
           NUVIGIL                  110,608             -       110,608
           GABITRIL                  19,803         2,254        22,057
           Other Proprietary CNS          -         4,961         4,961
      Generic CNS                         -        19,765        19,765
                                        ---        ------        ------
                CNS                 611,438        55,495       666,933

    Pain
      Proprietary Pain
           FENTORA                   80,953        16,874        97,827
        Other Proprietary Pain            -            61            61
      Generic Pain
           ACTIQ                     30,093        28,056        58,149
           Generic OTFC              15,038             -        15,038
           AMRIX                     36,586             -        36,586
           Generic AMRIX             11,420             -        11,420
           Other Generic Pain             -        52,090        52,090
                                        ---        ------        ------
                Pain                174,090        97,081       271,171

    Oncology
      Proprietary Oncology
           TREANDA                  243,572             -       243,572
           Other Proprietary
            Oncology                 10,520        41,433        51,953
         Generic Oncology                 -        12,366        12,366
                                        ---        ------        ------
              Oncology              254,092        53,799       307,891

    Other
      Other Proprietary              10,731         4,018        14,749
      Other Generic                  11,687       193,671       205,358
                                     ------       -------       -------
              Other                  22,418       197,689       220,107

                                 $1,062,038      $404,064    $1,466,102
                                 ==========      ========    ==========


                                            Six Months Ended
                                                June 30,
                                                --------
                                                                   2010
                                                                   ----
                                    United
                                    States       Europe         Total
                                   -------       ------         -----
    Sales:
    CNS
      Proprietary CNS
           PROVIGIL                $513,151       $34,130      $547,281
           NUVIGIL                   75,890             -        75,890
           GABITRIL                  19,417         2,486        21,903
           Other Proprietary CNS          -         5,658         5,658
      Generic CNS                         -        10,885        10,885
                                        ---        ------        ------
                CNS                 608,458        53,159       661,617

    Pain
      Proprietary Pain
           FENTORA                   77,341         9,390        86,731
        Other Proprietary Pain            -           108           108
      Generic Pain
           ACTIQ                     29,411        32,558        61,969
           Generic OTFC              24,314             -        24,314
           AMRIX                     53,683             -        53,683
           Generic AMRIX                  -             -             -
           Other Generic Pain             -        23,698        23,698
                                        ---        ------        ------
                Pain                184,749        65,754       250,503

    Oncology
      Proprietary Oncology
           TREANDA                  180,989             -       180,989
           Other Proprietary
            Oncology                 10,808        38,960        49,768
         Generic Oncology                 -         9,858         9,858
                                        ---         -----         -----
              Oncology              191,797        48,818       240,615

    Other
      Other Proprietary               8,247         1,754        10,001
      Other Generic                   7,154       119,226       126,380
                                      -----       -------       -------
              Other                  15,401       120,980       136,381

                                 $1,000,405      $288,711    $1,289,116
                                 ==========      ========    ==========


                                                     %
                                                  Increase
                                                 (Decrease)
                                                 ----------
                                        United
                                        States       Europe       Total
                                        -------      ------       -----
    Sales:
    CNS
      Proprietary CNS
           PROVIGIL                         (6%)       (16%)        (7%)
           NUVIGIL                           46           -          46
           GABITRIL                           2          (9)          1
           Other Proprietary CNS              -         (12)        (12)
      Generic CNS                             -          82          82
                CNS                           0           4           1

    Pain
      Proprietary Pain
           FENTORA                            5          80          13
        Other Proprietary Pain                -         (44)        (44)
      Generic Pain
           ACTIQ                              2         (14)         (6)
           Generic OTFC                     (38)          -         (38)
           AMRIX                            (32)          -         (32)
           Generic AMRIX                    100           -         100
           Other Generic Pain                 -         120         120
                Pain                         (6)         48           8

    Oncology
      Proprietary Oncology
           TREANDA                           35           -          35
           Other Proprietary
            Oncology                         (3)          6           4
         Generic Oncology                     -          25          25
              Oncology                       32          10          28

    Other
      Other Proprietary                      30         129          47
      Other Generic                          63          62          62
              Other                          46          63          61

                                              6%         40%         14%

                            CEPHALON, INC. AND SUBSIDIARIES

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


                                                              December
                                                   June 30,    31,
                                                        2011        2010
                                                        ----        ----
    CURRENT ASSETS:
       Cash and cash equivalents                    $997,476  $1,160,239
       Receivables, net                              486,519     431,333
       Inventory, net                                305,421     291,360
       Deferred tax assets, net                      206,895     213,798
       Other current assets                           98,272      54,845
                                                      ------      ------
           Total current assets                    2,094,583   2,151,575

       INVESTMENTS ($505,800 and $155,808 at fair
        value in 2011 and 2010, respectively)        528,067     168,494
       PROPERTY AND EQUIPMENT, net                   507,152     502,856
       GOODWILL                                      866,272     822,071
       INTANGIBLE ASSETS, net                      1,724,246   1,212,387
       DEBT ISSUANCE COSTS                            11,829      14,196
       OTHER ASSETS                                   20,937      20,254
                                                  $5,753,086  $4,891,833
                                                  ==========  ==========

    CURRENT LIABILITIES:
       Current portion of long-term debt, net       $672,102    $651,997
       Accounts payable                              120,128     104,477
       Accrued expenses                              479,080     460,141
                                                     -------     -------
           Total current liabilities               1,271,310   1,216,615

       LONG-TERM DEBT                                405,985     391,416
       DEFERRED TAX LIABILITIES, net                 237,487     172,589
       OTHER LIABILITIES                             303,366     273,438
                                                     -------     -------
           Total liabilities                       2,218,148   2,054,058
                                                   ---------   ---------

    REDEEMABLE EQUITY                                153,600     170,183
                                                     -------     -------

    EQUITY:
    Cephalon Stockholders' Equity
       Common stock, $0.01 par value                     813         791
       Additional paid-in capital                  2,633,913   2,428,450
       Treasury stock, at cost                      (225,881)   (225,870)
       Accumulated earnings                          576,349     247,086
       Accumulated other comprehensive income        316,649     182,975
           Total Cephalon stockholders' equity     3,301,843   2,633,432
    Noncontrolling Interest                           79,495      34,160
                                                      ------      ------
           Total equity                            3,381,338   2,667,592
                                                  $5,753,086  $4,891,833
                                                  ==========  ==========

                         CEPHALON, INC. AND SUBSIDIARIES

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

                                                     Six Months Ended
                                                         June 30,
                                                         --------
                                                       2011            2010
                                                       ----            ----
    CASH FLOWS FROM OPERATING
     ACTIVITIES:
         Net income                                $326,802        $192,730
         Adjustments to reconcile net
          income to net cash provided
          by operating activities:
               Deferred income tax expense
                (benefit)                            52,156         (18,059)
               Shortfall tax benefits from
                stock-based compensation               (331)           (559)
               Depreciation and amortization         93,389         106,724
               Stock-based compensation
                expense                              16,950          21,630
               Amortization of debt discount
                and debt issuance costs              32,776          35,692
               Changes in fair value of
                investments                        (264,208)              -
               Loss (gain) on foreign
                exchange contracts                   (5,089)          9,499
               Impairment and loss (gain) on
                sale of fixed assets                 54,056               -
               Other                                 23,090           3,752
               Changes in operating assets
                and liabilities:
                   Receivables                      (37,532)        (25,581)
                   Inventory                          5,646          18,985
                   Other assets                       1,207           9,474
                   Accounts payable, accrued
                    expenses and deferred
                    revenues                        (11,445)         23,955
                   Other liabilities                (65,462)           (189)
                                                    -------            ----
                   Net cash provided by operating
                    activities                      222,005         378,053
                                                    -------         -------

    CASH FLOWS FROM INVESTING
     ACTIVITIES:
         Purchases of property and
          equipment                                 (28,049)        (22,997)
         Proceeds from sale of property
          and equipment                                 818               -
         Cash balance from
          consolidation of variable
          interest entity                            15,513               -
        Acquisition of Mepha net of
         cash acquired                                             (549,463)
        Acquisition of Gemin X, net of
         cash acquired                             (184,198)
        Acquisition of ChemGenex, net
         of cash acquired                          (179,931)
         Purchases of investments                  (135,453)            (60)
         (Cash settlements of) proceeds
          from foreign exchange
          contracts                                   7,111          (9,499)
                                                      -----          ------
                   Net cash used for investing
                    activities                     (504,189)       (582,019)
                                                   --------        --------

    CASH FLOWS FROM FINANCING
     ACTIVITIES:
         Proceeds from sale of common
          stock                                         349               -
         Proceeds from exercises of
          common stock options                      133,703          14,370
         Windfall tax benefits from
          stock-based compensation                   12,060               -
         Acquisition of Ception non-
          controlling interest                            -        (299,289)
         Acquisition of ChemGenex Ltd.
          non-controlling interest                   (6,602)
         Acquisition of treasury stock                    -             (33)
         Payments on and retirements of
          long-term debt                            (35,763)       (221,478)
                                                    -------        --------
                   Net cash provided by (used
                    for) financing activities       103,747        (506,430)
                                                    -------        --------

    EFFECT OF EXCHANGE RATE
     CHANGES ON CASH AND CASH
     EQUIVALENTS                                     15,674          (9,793)
                                                     ------          ------

    NET INCREASE IN CASH AND CASH
     EQUIVALENTS                                   (162,763)       (720,189)

    CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD                          1,160,239       1,647,635
                                                  ---------       ---------

    CASH AND CASH EQUIVALENTS, END
     OF PERIOD                                     $997,476        $927,446
                                                   ========        ========

SOURCE Cephalon, Inc.