8-K

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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

November 3, 2003
Date of report (Date of earliest event reported)

Cephalon, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 0-19119
(Commission
File Number) 23-2484489
(IRS Employer
Identification No.)

145 Brandywine Parkway
West Chester, Pennsylvania
(Address of Principal Executive Offices) 19380
(Zip Code)

(610) 344-0200
Registrant's telephone number, including area code

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial Statements of Business Acquired: Not applicable



(b)

Pro Forma Financial Information: Not applicable



(c)

Exhibits

Number	Description
99.1	Press Release dated November 3, 2003—Cephalon, Inc. Reports Third Quarter 2003 Financial Results

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

        The information under this caption is furnished by Cephalon, Inc. (the "Company") in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

        On November 3, 2003, Cephalon, Inc. issued a press release announcing certain financial results for the third quarter ended September 30, 2003, updating certain financial guidance for the quarter and year ending December 31, 2003 and introducing full year 2004 sales and earnings per share guidance. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

        In the attached press release, Cephalon discloses "Adjusted EBITDA," "Adjusted Net Income" and "Adjusted Earnings Per Share Guidance" for certain periods, all of which are considered "non-GAAP financial measures" under Securities and Exchange Commission rules. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements. Management does not intend the presentation of non-GAAP financial measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

        As used in the press release, Adjusted EBITDA represents income from operations less depreciation and amortization. As such, this measure also excludes interest income and expense, charge on early extinguishment of debt, foreign currency exchange, income tax expense, and cumulative effect of changing inventory costing method. Cephalon's calculation of Adjusted EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. However, management believes that Adjusted EBITDA is a useful adjunct to net income and other measurements under GAAP because it is a meaningful measure of a company's performance. Adjusted EBITDA is a management tool used by Cephalon to monitor its financial performance. Management also believes that it provides useful insight into the underlying results of operations for the Company, and facilitates comparison between Cephalon and other companies.

        Adjusted Net Income represents income (loss) applicable to common shares less certain charges. Management believes that the presentation of Adjusted Net Income is useful to investors because it provides a useful means of evaluating the Company's operating performance and results from period to period on a comparable basis not otherwise apparent on a GAAP basis, since many one-time or infrequent charges that do not affect the Company's operations do not meet the strict GAAP definition of unusual non-recurring items. Furthermore, in preparing operating plans and forecasts, management relies, in part, on trends in the Company's historical results, exclusive of these items, and provides its forecasts to investors on this basis.

        Adjusted Diluted Earnings Per Share Guidance represents our projected GAAP diluted earnings per share for the year ended December 31, 2003, as adjusted for certain charges. Management believes that the presentation of Adjusted Diluted Earnings Per Share Guidance is meaningful to investors because it provides investors with a means of evaluating the Company's previously issued diluted earnings per share guidance in light of significant known or expected one-time or infrequent charges that do not affect the Company's operations. In addition, in assessing the Company's performance against its previously issued guidance, management excludes these items when assessing actual performance compared to guidance.

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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.

	CEPHALON, INC.
Date:    November 3, 2003	By:	/s/  J. KEVIN BUCHI J. Kevin Buchi Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated November 3, 2003—Cephalon, Inc. Reports Third Quarter 2003 Financial Results

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

SIGNATURES
EXHIBIT INDEX

EX-99.1

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Exhibit 99.1

News

Contact: Chip Merritt
610-738-6376
cmerritt@Cephalon.com

For Immediate Release

Cephalon, Inc. Reports Third Quarter 2003 Financial Results

Sales Increase Over 50 Percent;

Sales and Earnings Exceed Expectations;

Cephalon Increases 2003 Sales and Earnings Guidance;

Cephalon Introduces 2004 Sales and Earnings Guidance

West Chester, PA—November 3, 2003—Cephalon, Inc. (Nasdaq: CEPH) today reported third quarter revenue of $190.0 million and diluted earnings per share of $0.38, which includes a $9.8 million pre-tax charge related to the early retirement of debt. Excluding this charge, adjusted diluted earnings per share were $0.47, exceeding the company's guidance of $0.40 per share. These results compare with revenue of $130.4 million and diluted earnings per share of $0.35 in the third quarter of 2002.

        As previously announced, Cephalon completed a cash redemption of $174 million of its 5¹/4 percent convertible debt, and repurchased $12 million of its 3⁷/8 percent convertible debt. These retirements resulted in a third quarter pre-tax charge of $9.8 million.

        Sales in the third quarter were $184.9 million compared to $122.4 million in the third quarter of 2002. Sales of PROVIGIL® (modafinil) Tablets [C-IV] were $79.8 million, a 51 percent increase over the third quarter of 2002. Sales of ACTIQ® (oral transmucosal fentanyl citrate) [C-II] were $65.5 million, an 87 percent increase over the third quarter of 2002, and sales of GABITRIL® (tiagabine hydrochloride) were $17.2 million, a 28 percent increase over the third quarter of 2002. In addition, Cephalon reported other product sales of $22.4 million.

        Prescriptions of PROVIGIL for the third quarter were approximately 377,000, a 31 percent increase over the third quarter of 2002. Prescriptions of ACTIQ were approximately 92,000, an 82 percent increase over the third quarter of 2002, and prescriptions of GABITRIL were approximately 178,000, a 43 percent increase over the third quarter of 2002.

        "Cephalon employees continue to execute our strategic plans which will again result in a year of record sales and earnings," said Frank Baldino Jr., Ph.D., Chairman and CEO of Cephalon. "This quarter was particularly noteworthy because the U.S. Food and Drug Administration granted us an approvable letter to broaden the label for PROVIGIL."

        Based on the strength of our current sales, the company is increasing 2003 sales guidance to $680-$685 million and increasing 2003 adjusted diluted earnings per share guidance to $1.52, excluding the $9.8 million pre-tax charge related to the early retirement of debt. Cephalon is introducing 2004 sales guidance of $900-$950 million; this includes PROVIGIL sales of $375-$425 million, ACTIQ sales of $325-$375 million, GABITRIL sales of $80-$90 million, other products sales of $80-$90 million, and 2004 diluted earnings per share guidance of approximately $2.00.

        "We expect this exceptional sales growth to continue in 2004. This affords us the opportunity to increase our investment in pivotal programs for R-modafinil, PROVIGIL ADHD, and GABITRIL while delivering 30 percent earnings growth," Baldino added.

        Cephalon's management will discuss the company's third quarter 2003 results with analysts and investors during a conference call beginning at 5 p.m. U.S. EST on Monday, November 3, 2003. To participate in the conference call, dial 913-981-5517 and refer to Conference Code Number 775652. Individual investors are encouraged to log onto the investor relations section of www.cephalon.com and click on the webcast link to access the live call.

Cephalon, Inc.

        Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat sleep and neurological disorders, cancer and pain.

        Cephalon currently employs approximately 1,400 people in the United States and Europe. U.S. sites include the company's headquarters in West Chester, Pennsylvania, and offices and manufacturing facilities in Salt Lake City, Utah. Cephalon's major European offices are located in Guildford, England, Martinsried, Germany, and Maisons-Alfort, France.

        The company currently markets three proprietary products in the United States: PROVIGIL, GABITRIL, and ACTIQ and more than 20 products internationally. Further information about Cephalon and full prescribing information on its U.S. products is available at 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, sales and earnings guidance, 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 EBITDA", "Adjusted Net Income", and "Adjusted Diluted Earnings Per Share Guidance" amounts which 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.

# # #

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Cephalon, Inc. and Subsidiaries

Consolidated Statement of Operations
(Amounts in Thousands, Except per Share)
(Unaudited)

			Three Months Ended September 30,						Nine Months Ended September 30,
			2003			2002			2003			2002
Revenues:
		Sales	$	184,877		$	122,364		$	482,745		$	326,934
		Other revenues		5,166			7,999			20,822			35,657
				190,043			130,363			503,567			362,591
Costs and Expenses:
		Cost of sales		22,584			19,502			65,283			48,819
		Research and development		44,541			30,725			117,336			91,925
		Selling, general and administrative		63,533			45,215			183,685			130,430
		Depreciation and amortization		10,991			8,715			32,558			25,051
				141,649			104,157			398,862			296,225
Income from operations				48,394			26,206			104,705			66,366
Other Income and Expense:
	Interest income			2,962			3,940			8,137			10,580
	Interest expense			(6,218	)		(8,126	)		(22,574	)		(29,405	)
	Charge on early extinguishment of debt			(9,816	)		—			(9,816	)		(7,142	)
	Other income (expense), net			(522	)		(544	)		1,789			(1,846	)
Income before income taxes				34,800			21,476			82,241			38,553
Income tax expense				(12,528	)		(1,500	)		(29,608	)		(3,485	)
Income before cumulative effect of changing inventory costing method				22,272			19,976			52,633			35,068
Cumulative effect of changing inventory costing method from FIFO to LIFO				—			—			—			(3,534	)
Income applicable to common shares			$	22,272		$	19,976		$	52,633		$	31,534
Basic income per common share:
	Income per common share excluding cumulative effect of changing inventory method		$	0.40		$	0.36		$	0.95		$	0.63
	Cumulative effect of changing inventory costing method			—			—			—			(0.06	)
			$	0.40		$	0.36		$	0.95		$	0.57
Diluted income per common share:
	Income per common share excluding cumulative effect of changing inventory method		$	0.38		$	0.35		$	0.91		$	0.61
	Cumulative effect of changing inventory costing method			—			—			—			(0.06	)
			$	0.38		$	0.35		$	0.91		$	0.55
Weighted average number of common shares outstanding				55,573			55,128			55,510			55,044
Weighted average number of common shares outstanding-assuming dilution				64,552			56,730			64,497			56,971

OTHER DATA:
Reconciliation of Income Applicable to Common Shares to Adjusted Net Income:
Income applicable to common shares		$	22,272	$	19,976	$	52,633	$	31,534
Certain charges:
	CNS joint venture(a)		—		—		—		6,481
	Charge on early extinguishment of debt, net of tax		6,282		—		6,282		7,142
	Cumulative effect of changing inventory costing method		—		—		—		3,534
Adjusted Net Income		$	28,554	$	19,976	$	58,915	$	48,691
Basic adjusted net income per common share		$	0.51	$	0.36	$	1.06	$	0.88
Diluted adjusted net income per common share		$	0.47	$	0.35	$	1.01	$	0.85
Weighted average number of common shares outstanding			55,573		55,128		55,510		55,044
Weighted average number of common shares outstanding—assuming dilution			65,163		56,730		64,497		56,971

(a)

Includes $3,508,000 from selling, general and administrative expense and $2,973,000 from other expense.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2003		2002		2003		2002
Reconciliation of Income from Operations to Adjusted EBITDA:
Income from operations	$	48,394	$	26,206	$	104,705	$	66,366
Depreciation and amortization		10,991		8,715		32,558		25,051
Adjusted EBITDA *	$	59,385	$	34,921	$	137,263	$	91,417

*

Adjusted EBITDA is defined as income from operations less depreciation and amortization, and therefore, by definition, also excludes interest income and expense, charge on early extinguishment of debt, foreign currency exchange, income tax expense, and cumulative effect of changing inventory costing method.

	Twelve Months Ended December 31, 2003
Reconciliation of Projected GAAP Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share Guidance:
Projected GAAP diluted earnings per share	$	1.42
Charge on early extinguishment of debt, net of taxes	$	.10
Adjusted diluted earnings per share guidance	$	1.52

Cephalon, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets
(Amounts in Thousands)

		September 30, 2003		December 31, 2002
		(Unaudited)
Assets
	Cash, cash equivalents and investments	$	1,078,891	$	582,688
	Receivables, net		99,881		83,130
	Inventory, net		59,460		54,299
	Other current assets		11,897		9,793
	Property and equipment, net		115,571		90,066
	Goodwill		298,769		298,769
	Other intangible assets, net		331,451		351,719
	Debt issuance costs, net		37,454		21,406
	Deferred tax asset, including current portion, net		244,487		170,072
	Other assets		58,643		27,148
		$	2,336,504	$	1,689,090
Liabilities and stockholders' equity
	Accounts payable and accrued expenses	$	113,479	$	103,533
	Deferred revenue, including current portion		2,441		2,680
	Debt, including current portion		1,430,779		876,299
	Deferred tax liabilities		48,140		52,666
	Other liabilities		14,181		11,327
	Stockholders' equity		727,484		642,585
		$	2,336,504	$	1,689,090

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Exhibit 99.1