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):

November 6, 2008

PERRIGO COMPANY

(Exact name of registrant as specified in its charter)

MICHIGAN	0-19725	38-2799573
(State of other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification
Incorporation)		No.)

515 Eastern Avenue, Allegan, Michigan	49010
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:(269) 673-8451

Not Applicable

(Former name or address, 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 November 6, 2008, Perrigo Company (Company) released earnings for the first quarter and fiscal year 2009.

The earnings release contains non-GAAP measures which are defined as a financial measure of the Company’s performance that excludes or includes amounts thereby differentiating it from the most directly comparable measure presented in the financial statements that are calculated and presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Pursuant to the requirements of Regulation G, the Company has provided a reconciliation for operating expenses, operating income, net income and earnings per share within its earnings release to the most directly comparable U.S. GAAP measure for these non-GAAP measures.

The Company excludes the items listed below in the applicable period when monitoring and evaluating the on-going financial results and trends of its business due to the unusual nature of these items. The Company believes that presenting operating results and guidance 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.

Items excluded from reported results and guidance:

First Quarter Fiscal 2009 Results

- A loss on asset exchange

Fiscal 2009 Guidance

- A loss on asset exchange

- A charge associated with the step-up in value of inventory acquired

The press release related to Perrigo’s earnings is attached as Exhibit 99.1.

The information in this Report is being furnished and shall not be deemed “filed” for the 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 Press release issued by Perrigo Company on November 6, 2008, furnished solely pursuant to Item 2.02 of Form 8-K.

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
	(Registrant)
	By:	/s/ Judy L. Brown
Dated: November 6, 2008		Judy L. Brown
		Executive Vice President and
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

Exhibit Index

Exhibit 99.1 – Press Release issued by Perrigo Company on November 6, 2008, furnished solely pursuant to Item 2.02 of Form 8-K.

EX-99.1

FOR IMMEDIATE RELEASE

PERRIGO REPORTS RECORD FIRST QUARTER SALES AND INCOME

* Fiscal first quarter revenue of $480 million represents an increase of $97 million, or 25 percent, from first quarter last year

* GAAP net income was $38 million, or $0.40 per share, while adjusted net income increased 13 percent to $39 million, or $0.41 per share

* New product sales totaled $71 million, including the August launch of Famotidine Complete

* Management increases fiscal 2009 earnings guidance by 2 cents per share

ALLEGAN, Mich. – Nov. 6, 2008 – Perrigo Company (NASDAQ: PRGO; TASE) today announced results for its fiscal year 2009 first quarter that ended September 27, 2008.

Perrigo Company

(in thousands, except per share amounts)

	Fiscal 2009		Fiscal 2008
	1st Quarter Ended		1st Quarter Ended
	9/27/08		9/29/07
Net Sales	$	480,236	$	382,740
Reported Net Income	$	37,958	$	34,019
Adjusted Net Income	$	38,597	$	34,019
Diluted EPS	$	0.40	$	0.36
Adjusted Diluted EPS	$	0.41	$	0.36
Diluted Shares		94,568		94,884

Net sales for the first quarter of fiscal 2009 were $480.2 million, an increase of 25 percent. Reported net income was $37.9 million, or $0.40 per share, compared with $34.0 million, or $0.36 per share, a year ago, an increase of 12 percent. Excluding a loss on the exchange of property of the Company’s UK vitamin business, first quarter fiscal 2009 adjusted net income was $38.6 million, or $0.41 per share.

(Refer to Table II at the end of this press release for additional adjustments in the current year period and additional non-GAAP disclosure information.)

Perrigo Chairman and CEO Joseph C. Papa stated, “Fiscal 2009 is off to the strong start we had anticipated. In the first quarter, we achieved both record sales and record earnings, with our new products contributing $71 million to top line growth. This past quarter, the over-the-counter (OTC) category grew more than 4% versus first quarter last year. In the same period, store brands grew nearly 13%. We believe that store brand offerings will continue to perform well as consumers realize the value of Perrigo’s product offering in this challenging economy."

Consumer Healthcare

Consumer Healthcare segment net sales in the first quarter were a record $366.2 million compared with $268.3 million in the first quarter last year, an increase of $97.9 million or 37 percent. The sales increase resulted from $66.8 million in revenue from new product sales led by Omeprazole, several Cetirizine products and the newly launched Famotidine Complete.

Reported operating income was $59.1 million, compared with $30.0 million a year ago as a result of increased sales from new products and international growth.

On August 11, the Company announced it began shipping Famotidine Complete chewable tablets (famotidine 10 mg; calcium carbonate 800mg; magnesium hydroxide 165 mg), the national brand equivalent to Pepcid Complete®, to customers across the U.S. under their store brand labels. It is estimated that Pepcid Complete® has annual sales of approximately $100 million. The new store brand product is indicated for heartburn associated with acid indigestion and sour stomach.

On September 16, the Company announced that it acquired JB Laboratories for approximately $44 million, which includes debt assumed. Based in Holland, Michigan, privately-held JB Laboratories is a contract manufacturer of OTC and nutrition products for leading healthcare suppliers. The acquisition is expected to add more than $70 million of annual sales. Revenues and income related to this transaction will first be reflected in the second quarter 2009 financial statements.

On September 18, the Company announced that the Hatch-Waxman litigation relating to Miconazole Nitrate Vaginal Cream and Suppository between Johnson & Johnson and Perrigo was dismissed.Following FDA approval, Perrigo will begin marketing its product under store brand and value brand labels to its customers. Monistat® -1 has annual retail sales of approximately $80 million. Upon receiving final regulatory approval, Perrigo expects to launch this product with 180 day first-to-file exclusivity.

Rx Pharmaceuticals

The Rx Pharmaceutical segment net sales were $33.2 million compared with $35.0 million a year ago. Operating income was $1.8 million, compared with $7.4 million last year. This year’s results included service and royalty revenues of $1.6 million down from $5.8 million last year.

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On September 8, the Company announced that it acquired the exclusive rights to sell and distribute Levocetirizine tablets, the generic version of UCB’s Xyzal® tablets, from Synthon Pharmaceuticals, Inc. Synthon believes it has a first to file Abbreviated New Drug Application (ANDA) that will entitle it to 180 days of generic exclusivity upon approval. Synthon and UCB are currently engaged in Paragraph IV/Hatch-Waxman litigation over the Synthon ANDA filing. Xyzal® is indicated for the treatment of indoor and outdoor allergies. It is estimated that it has annual sales of approximately $200 million growing at 15% per year, according to data provided by Wolters, Kluwer.

API

The API segment reported net sales of $34.2 million compared with $38.8 million a year ago, reflecting lower sales in several key products. Operating income was $0.4 million, compared with $7.3 million last year, reflecting lower sales volume, an unfavorable sales mix and higher production costs.

Other

The Other category, consisting of Israel Consumer Products and Israel Pharmaceutical and Diagnostic Products segments, reported net sales of $46.6 million, compared with $40.7 million a year ago. Operating income was $1.2 million, compared with $2.6 million last year.

Unallocated Expenses

In the fiscal 2009 first quarter, unallocated expenses were $3.9 million compared with $0.7 million a year ago. The increase was due primarily to the absence this year of a favorable legal settlement in the first quarter last year.

Perrigo’s Chairman and CEO Joseph C. Papa concluded, “We are truly in the right place at the right time. I am very pleased with the momentum we have built and our strong balance sheet. We are confident in our ability to generate strong operating cash flow in the remainder of the year as seasonal inventory builds are sold through. Given our strong start to the year and our recent acquisitions, we are increasing our full year earnings guidance. We are now estimating adjusted earnings between $1.92 and $2.00 per share, excluding the $0.6 million loss on the exchange of property in the UK. Reported earnings per share are expected to be between $1.91 and $1.99 per share. Looking ahead, Perrigo will continue to make quality healthcare more affordable for our customers and drive value for our shareholders.”

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Perrigo will host a conference call to discuss fiscal 2009 first quarter results at 10:00 a.m. (ET) on Thursday, November 6. The conference call will be available live via web cast to interested parties on the Perrigo website http://www.perrigo.com or by phone 888-694-4676, International 404-665-9919, and reference ID# 70124252. A taped replay of the call will be available beginning at approximately 2:00 p.m. (ET) Thursday, November 6, until midnight Friday, November 14, 2008. To listen to the replay, call 800-642-1687, International 706-645-9291, access code 70124252.

Perrigo Company is a leading global healthcare supplier that develops, manufactures and distributes OTC and prescription pharmaceuticals, nutritional products, active pharmaceutical ingredients (API) and consumer products. The Company is the world’s largest manufacturer of OTC pharmaceutical products for the store brand market. The Company’s primary markets and locations of manufacturing facilities are the United States, Israel, Mexico and the United Kingdom. Visit Perrigo on the Internet (http://www.perrigo.com).

Note: Certain statements in this press release are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. These and other important factors, including those discussed under “Risk Factors” in the Company’s Form 10-K for the year ended June 28, 2008, as well as the Company’s subsequent filings with the Securities and Exchange Commission, may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. The forward-looking statements in this press release are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Arthur J. Shannon, Vice President, Investor Relations and Communication (269) 686-1709

E-mail: ajshannon@perrigo.com

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PERRIGO COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)

	First Quarter
	2009		2008
Net sales	$	480,236	$	382,740
Cost of sales		336,021		265,469
Gross profit		144,215		117,271
Operating expenses
Distribution		7,969		7,074
Research and development		18,224		16,320
Selling and administration		59,341		47,218
Total		85,534		70,612
Operating income		58,681		46,659
Interest, net		5,846		4,655
Other (income) expense, net		115		(573	)
Income before income taxes		52,720		42,577
Income tax expense		14,762		8,558
Net income	$	37,958	$	34,019
Earnings per share
Basic	$	0.41	$	0.37
Diluted	$	0.40	$	0.36
Weighted average shares outstanding
Basic		92,787		93,142
Diluted		94,568		94,884
Dividends declared per share	$	0.050	$	0.045

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PERRIGO COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 27,			June 28,			September 29,
	2008			2008			2007
	(unaudited)						(unaudited)
Assets
Current assets
Cash and cash equivalents	$	249,328		$	318,604		$	46,837
Investment securities		14			560			32,487
Accounts receivable, net		340,138			350,272			283,443
Inventories		448,386			399,972			314,597
Current deferred income taxes		44,477			43,342			41,372
Income taxes refundable		468			6,883			5,596
Prepaid expenses and other current assets		25,863			37,226			23,010
Total current assets		1,108,674			1,156,859			747,342
Property and equipment		747,235			745,840			665,239
Less accumulated depreciation		(381,468	)		(388,945	)		(343,033	)
		365,767			356,895			322,206
Restricted cash		400,000			400,000			400,000
Goodwill		262,195			282,417			199,730
Other intangible assets		223,460			229,327			187,467
Non-current deferred income taxes		63,130			74,737			49,184
Other non-current assets		70,145			74,842			40,723
	$	2,493,371		$	2,575,077		$	1,946,652
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	270,614		$	253,307		$	170,639
Notes payable		-			-			11,677
Payroll and related taxes		51,506			77,140			38,425
Accrued customer programs		50,025			53,668			48,638
Accrued liabilities		52,703			56,958			44,142
Current deferred income taxes		18,839			24,493			15,214
Current portion of long-term debt		21,163			20,095			15,314
Total current liabilities		464,850			485,661			344,049
Non-current liabilities
Long-term debt		893,433			895,095			642,629
Non-current deferred income taxes		130,234			139,212			101,424
Other non-current liabilities		116,596			121,394			87,324
Total non-current liabilities		1,140,263			1,155,701			831,377
Shareholders' equity
Preferred stock, without par value, 10,000 shares authorized		-			-			-
Common stock, without par value, 200,000 shares authorized		468,798			488,537			521,117
Accumulated other comprehensive income		96,167			155,184			47,864
Retained earnings		323,293			289,994			202,245
Total shareholders' equity		888,258			933,715			771,226
	$	2,493,371		$	2,575,077		$	1,946,652
Supplemental Disclosures of Balance Sheet Information
Allowance for doubtful accounts	$	9,531		$	9,931		$	8,622
Working capital	$	643,824		$	671,198		$	403,293
Preferred stock, shares issued		-			-			-
Common stock, shares issued		92,891			93,311			93,566

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PERRIGO COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	First Quarter
	2009			2008
Cash Flows (For) From Operating Activities
Net income	$	37,958		$	34,019
Adjustments to derive cash flows
Depreciation and amortization		16,767			15,570
Share-based compensation		2,754			1,958
Income tax benefit from exercise of stock options		345			705
Excess tax benefit of stock transactions		(1,685	)		(570	)
Deferred income taxes		(13,677	)		710
Sub-total		42,462			52,392
Changes in operating assets and liabilities, net of asset and business acquisitions and restructuring
Accounts receivable		15,669			(3,389	)
Inventories		(40,317	)		(21,356	)
Income taxes refundable		(468	)		(6,883	)
Accounts payable		7,259			7,665
Payroll and related taxes		(29,037	)		(7,437	)
Accrued customer programs		(3,643	)		420
Accrued liabilities		(4,471	)		(3,584	)
Accrued income taxes		6,228			9,729
Other		7,285			(563	)
Sub-total		(41,495	)		(25,398	)
Net cash from operating activities		967			26,994
Cash Flows (For) From Investing Activities
Purchase of securities		-			(73,418	)
Proceeds from sales of securities		-			89,182
Cash acquired in asset exchange		2,115			-
Acquisition of business, net of cash acquired		(14,839	)		-
Acquisition of intangible assets		(1,000	)		(12,401	)
Additions to property and equipment		(5,913	)		(4,364	)
Net cash for investing activities		(19,637	)		(1,001	)
Cash Flows (For) From Financing Activities
Repayments of short-term debt, net		(11,006	)		(99	)
Borrowings of long-term debt		-			30,000
Repayments of long-term debt		(14,287	)		(38,000	)
Excess tax benefit of stock transactions		1,685			570
Issuance of common stock		5,481			4,155
Repurchase of common stock		(29,314	)		(4,280	)
Cash dividends		(4,659	)		(4,214	)
Net cash for financing activities		(52,100	)		(11,868	)
Net increase (decrease) in cash and cash equivalents		(70,770	)		14,125
Cash and cash equivalents, at beginning of period		318,604			30,305
Effect of exchange rate changes on cash		1,494			2,407
Cash and cash equivalents, at end of period	$	249,328		$	46,837
Supplemental Disclosures of Cash Flow Information Cash paid/received during the period for:
Interest paid	$	9,860		$	11,254
Interest received	$	7,209		$	5,189
Income taxes paid	$	12,050		$	3,612
Income taxes refunded	$	1,016		$	1,003

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Table I

PERRIGO COMPANY

SEGMENT INFORMATION

(in thousands)

(unaudited)

	First Quarter
	2009			2008
Segment Sales
Consumer Healthcare	$	366,202		$	268,259
Rx Pharmaceuticals		33,175			34,960
API		34,243			38,814
Other		46,616			40,707
Total	$	480,236		$	382,740
Segment Operating Income (Loss)
Consumer Healthcare	$	59,115		$	30,018
Rx Pharmaceuticals		1,784			7,445
API		435			7,276
Other		1,249			2,630
Unallocated expenses		(3,902	)		(710	)
Total	$	58,681		$	46,659

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Table II

PERRIGO COMPANY

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share amounts)

(unaudited)

	First Quarter
	2009			2008
Net sales	$	480,236		$	382,740
Reported operating income	$	58,681		$	46,659
Loss on asset exchange		639			-
Adjusted operating income	$	59,320		$	46,659
Adjusted operating income %		12.4	%		12.2	%
Reported net income	$	37,958		$	34,019
Loss on asset exchange (1)		639			-
Adjusted net income	$	38,597		$	34,019
Diluted earnings per share
Reported	$	0.40		$	0.36
Adjusted	$	0.41		$	0.36
Diluted weighted average shares outstanding		94,568			94,884

(1) No tax impact

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Table II (Continued)

REPORTABLE SEGMENTS

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share amounts)

(unaudited)

	First Quarter
	2009			2008
Consumer Healthcare
Net sales	$	366,202		$	268,259
Reported operating expenses	$	50,192		$	42,338
Loss on asset exchange		(639	)		-
Adjusted operating expenses	$	49,553		$	42,338
Adjusted operating expenses %		13.5	%		15.8	%
Reported operating income	$	59,115		$	30,018
Loss on asset exchange		639			-
Adjusted operating income	$	59,754		$	30,018
Adjusted operating income %		16.3	%		11.2	%

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Table III

2009 GUIDANCE

RECONCILIATION OF NON-GAAP MEASURES

(unaudited)

	Full Year
	Fiscal 2009 Guidance
Reported earnings per share range	$1.91 - $1.99
Loss on asset exchange	$0.007
Charge associated with inventory step-up	$0.002
Adjusted earnings per share range	$1.92 - $2.00

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