8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________________________________

FORM 8-K

_______________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2014

_______________________________________________

PERRIGO COMPANY PLC

(Exact name of registrant as specified in its charter)

_______________________________________________

Commission file number 001-36353

Ireland	Not Applicable
(State or other jurisdiction ofincorporation or organization)	(I.R.S. EmployerIdentification No.)
Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland	Not Applicable
(Address of principal executive offices)	(Zip Code)

+353 1 6040031

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

________________________________________

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

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

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

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

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

ITEM 2.02    Results of Operations and Financial Condition

On May 7, 2014, Perrigo Company plc (the “Company”) held a previously announced conference call to discuss the Company’s financial results for the third fiscal quarter and year-to-date fiscal 2014.  Because of a third-party error, the Company did not furnish the relevant press release under Item 2.02 of Form 8-K prior to the conference call.  For that reason, excerpts from the conference call transcript and presentation that contain previously nonpublic information are attached hereto as Exhibit 99.1 and incorporated herein by reference.

The excerpts contain certain non-GAAP measures. A “non-GAAP financial measure” is defined as a numerical measure of a company’s financial performance that excludes or includes amounts different than the most directly comparable measure calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP) in the statements of income, balance sheets or statements of cash flows of the company.

The Company excludes certain amounts as detailed in Exhibit 99.1 in the applicable period when monitoring and evaluating the on-going financial results and trends of its business, and believes that presenting operating results excluding these items is also useful for investors, since it provides important insight into the Company's on-going core business operations on a normalized basis.

The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01     Financial Statements and Exhibits

(d)    Exhibits

99.1    Excerpts from the transcript and presentation from the May 7, 2014 conference call.

SIGNATURES

Pursuant to the requirement 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.

	PERRIGO COMPANY PLC
	(Registrant)
	By:	/s/ Judy L. Brown
Dated: May 13, 2014		Judy L. Brown
		Executive Vice President and
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

EX-99.1

Exhibit 99.1

On May 7, 2014, Perrigo Company plc (the “Company”) held a conference call to discuss the Company’s financial results for the third fiscal quarter and year-to-date fiscal 2014, as previously announced by the Company. The following are excerpts from the conference call transcript and presentation.

• Sales within the Company’s U.S. contract manufacturing business were down more than 25% year-over-year as a certain contract customer that the Company supplied product to in fiscal 2013 resumed production at its own facilities, thereby reducing the need for product sourced from the Company. This decline impacted the Company’s Consumer Healthcare segment top-line by nearly 200 basis points in the third quarter of fiscal 2014.

• The Company closed its plants more this past winter than the last ten years combined, which also impacted its Consumer Healthcare segment.

• While consumers have accepted the plastic tub within the Company’s infant formula category, as evidenced by store brand market penetration of approximately 12%, two major infant formula manufacturers launched value-size promotional items during the quarter, which has caused a short disruption in market share gains.

• Sales within the Company’s VMS category were 11% higher year-over-year fueled by the launch of Insync^TM, an internally developed natural probiotic which is sold as a national brand.

• The Company’s total research and development costs are up approximately 57% (approximately 25% excluding Elan) in the third fiscal quarter compared to prior year.

• Gross margin in the Company’s Nutritionals segment increased 240 basis points. Adjusted gross margin, which is gross margin adjusted for acquisition-related amortization, for the segment increased 230 basis points driven by the higher relative gross margin of the Insync^TM brand and improved operating efficiencies over last year. The Nutritionals segment’s adjusted operating margin, which is operating margin adjusted for acquisition-related amortization and a litigation settlement, grew at a slower pace than adjusted gross margin as the Company chose to make more incremental promotional and selling expenditures related to the launch of Insync^TM.

• The Company’s effective tax rate for its third fiscal quarter was 23.3%. The Company’s adjusted effective tax rate, which gives effect to the tax impact of the Company’s non-GAAP pre-tax adjustments, for the third fiscal quarter was approximately 17.9%, lower than the Company had anticipated due to the actual jurisdictional mix of earnings before tax reported.

• Net debt – that is gross debt of $3.3 billion less cash, cash equivalents and current securities of $617 million – was $2.7 billion, which equals a net debt-to-total capital ratio at the end of our third quarter of 24%. See Table I below for a reconciliation of net debt-to-total capital.

• Working capital was $1,351 million. Adjusted working capital was $876 million at the end of the third fiscal quarter, compared to $754 million at June 29, 2013, for an increase of $122 million, due primarily to the acquisition of Elan Corporation, plc (“Elan”) and strong organic growth in the Company’s Rx segment. See Table II below for a reconciliation of adjusted working capital.

PERRIGO COMPANY PLC
RECONCILIATION OF NON-GAAP MEASURES
(in millions)
(unaudited)
Table I
				March 29, 2014
Total debt				$	3,267.2
Less: Cash and cash equivalents and current investment securities				(617.1		)
Total net debt				2,650.1
Total shareholders' equity				8,558.8
Total capital				$	11,208.9
Net debt to total capital ratio				23.6		%
Table II
	March 29, 2014			June 29, 2013
Current Assets	$	2,304.4		$	2,236.9
Less: Cash & cash equivalents	(609.4		)	(779.9		)
Less: Current investment securities	(7.7		)	—
Current Assets, less cash, cash equivalents & current investments securities	1,687.3			1,457.0
Current Liabilities	$	953.0		$	749.4
Less: Short-term debt	—			(5.0		)
Less: Current portion of long-term debt	(141.7		)	(41.2		)
Current Liabilities, less short-term debt and current portion of long-term debt	811.3			703.2
Adjusted working capital	$	876.0		$	753.8