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):

August 18, 2009

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 August 18, 2009, Perrigo Company (Company) released earnings for the fourth 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 gross profit, cost of sales, operating expenses, operating income, income from continuing operations and earnings per share from continuing operations 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 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:

Fiscal 2009 Results

- A loss on asset exchange

- Charges associated with the step-ups in value of inventory acquired

- Impairment of fixed assets

- A write-off of in-process research and development

- An other-than-temporary impairment loss on investments

- A restructuring charge for organizational improvements

Fiscal 2008 Results

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

- A write-off of in-process research and development

- Restructuring charges for organizational improvements

- Impairment of an intangible asset

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 August 18, 2009, 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: August 18, 2009		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 August 18, 2009, furnished solely pursuant to Item 2.02 of Form 8-K.

EX-99.1

FOR IMMEDIATE RELEASE

PERRIGO REPORTS RECORD SALES, EARNINGS AND CASH FLOW FROM

OPERATIONS FOR FISCAL 2009

· Full-year revenue from continuing operations increased $277 million, or 16 percent, to a record $2 billion

· Adjusted income from continuing operations for the full year increased 13 percent to $175 million, or $1.87 per share

· GAAP income from continuing operations for the full year increased 1 percent to $141 million, or $1.51 per share

· Record cash flow from operations was $157 million in the fourth quarter and $258 million for the full year

· Management expects full-year fiscal 2010 earnings from continuing operations to be in a range of $2.00 to $2.12 per share, an increase of 7% to 13% compared to adjusted fiscal 2009 EPS

ALLEGAN, Mich. – August 18, 2009 – Perrigo Company (Nasdaq: PRGO; TASE) today announced results for its fourth quarter and full year ended June 27, 2009.

Perrigo’s Chairman and CEO Joseph C. Papa commented, “Our sales topped $2 billion for the first time in our history. For the third straight year, we delivered year-over-year record sales and for the second straight year, we translated our top line growth to record earnings and cash flow from operations. In the fourth quarter alone we generated $157 million in operating cash flow. Our team is executing well — growing market share, managing our supply chain, improving customer service levels, investing in quality and delivering strong returns. By bringing innovative new products to market today and continuing to invest in research and development for future launches, we continue to make quality healthcare more affordable at a time when consumers need to save money more than ever.”

Papa continued, “We are also very pleased to announce the next phase in the evolution of our API business. In an effort to strengthen our position in an important  and strategic segment of our business, on August 6, 2009, we acquired an 85% stake in a state-of-the-art API manufacturing facility outside of Mumbai, India for $12 million. By the middle of fiscal 2011, we expect this new facility to be on-line and to begin production of certain API products manufactured today in Germany and Israel. We also expect this facility to manufacture certain specialty APIs, as well as allow for the vertical integration of Rx and future candidate Rx-to-OTC switch products. This transition to India will enable us to leverage the capacity created in Israel for other specialty API products. We are also exiting our German manufacturing facility by the first quarter of 2011. This transformation will position Perrigo to be more competitive in the medium and long-term and allow for further growth opportunities.”

1

In connection with the closure of the German facility (which was part of the 2005 Agis acquisition), the Company incurred restructuring charges of approximately $15 million. Refer to Table II at the end of this press release for adjustments in the current year and prior year periods and additional non-GAAP disclosure information.

The Company’s reported results are summarized in the attached Consolidated Statements of Income, Balance Sheets and Statements of Cash Flows. As part of management’s strategic review of its portfolio of businesses, in March 2009, the Company committed to a plan to sell its Israel Consumer Products business. The results of this business are reflected in the consolidated financial statements as discontinued operations for all periods presented.

Perrigo Company

(from continuing operations, in thousands, except per share amounts)

(see the attached table II for reconciliation to GAAP numbers)

	Fourth Quarter				Fiscal Year
	2009		2008		2009		2008
Net Sales	$	508,209	$	474,282	$	2,006,862	$	1,729,921
Reported Income	$	32,280	$	32,160	$	141,098	$	140,197
Adjusted Income	$	46,927	$	42,151	$	174,637	$	154,485
Reported Diluted EPS	$	0.35	$	0.34	$	1.51	$	1.47
Adjusted Diluted EPS	$	0.50	$	0.44	$	1.87	$	1.62
Diluted Shares		93,290		95,076		93,629		95,210

Fourth Quarter Results

Net sales from continuing operations for the fourth quarter of fiscal 2009 were $508 million, an increase of 7%. Reported income from continuing operations was $32 million, or $0.35 per share, relatively flat compared with $32 million, or $0.34 per share, a year ago. Excluding charges as outlined in Table II at the end of this release, fourth quarter fiscal 2009 adjusted income from continuing operations was $47 million, or $0.50 per share.

2

Fiscal Year Results

Net sales from continuing operations for fiscal 2009 were $2,007 million, an increase of 16% over fiscal 2008. The year-over-year increase was driven by $214 million of incremental consolidated new product sales.  Adjusted operating income of $267 million was an increase of 24% over fiscal 2008, and adjusted consolidated operating margin improved 80 basis points to 13.3%. Reported income from continuing operations was $141 million, relatively unchanged from fiscal 2008, while adjusted income from continuing operations of $175 million was a 13% increase from fiscal 2008.

Consumer Healthcare

           Consumer Healthcare segment net sales in the fourth quarter were $407 million compared with $375 million in the fourth quarter last year, an increase of $32 million or 9%. The increase resulted from approximately $33 million of sales from the acquisitions of JB Labs, Unico, Diba and Brunel, and $28 million from incremental sales of new and existing products. These increases were partially offset by the impact of unfavorable changes in foreign currency exchange rates of $15 million and $14 million from divestitures and discontinued products, respectively. Reported operating income was $56 million, compared with $52 million a year ago, largely driven by increased sales and the absence of a $3 million charge to cost of sales related to the step-up in value of inventory acquired in the Galpharm acquisition and $2 million related to restructuring in the U.K. On an adjusted basis, operating income was relatively consistent with last year at $56 million compared to $57 million in fiscal 2008. Adjusted operating margin decreased 140 basis points year-over-year for the quarter due to lowergross margins and increased R&D spending.

For the full year of fiscal 2009, Consumer Healthcare net sales increased 23% or $303 million compared to fiscal 2008. The increase resulted from a combination of sales of new and existing products of approximately $233 million. The increase was also driven by $140 million of sales from the acquisitions of JB Labs, Unico, Galpharm, Brunel and Diba. These combined increases were partially offset by the impact of unfavorable changes in foreign currency exchange rates of $37 million and the absence of the U.K.’s vitamins, minerals and supplements business’s sales of $35 million. Reported operating income was $234 million, compared with $173 million a year ago, largely driven by increased sales. On an adjusted basis, operating income was $239 million compared to $181 million in fiscal 2008. Adjusted operating margin increased 110 basis points year-over-year due to improved product mix and cost management.

On July 13, 2009, the Company announced that it had received approval from the U.S. Food and Drug Administration (FDA) to market over-the-counter (OTC) coated nicotine polacrilex lozenge USP, 2 mg and 4 mg in cherry and cinnamon flavors.

Rx Pharmaceuticals

The Rx Pharmaceutical segment fourth quarter net sales were $49 million compared with $38 million a year ago, an increase of 27%. The increase in sales was driven by increased volume on existing products, strong base business performance and strategic pricing initiatives. Adjusted operating income was $12 million an increase of $8 million from last year due to strong gross margins and strong cost management.

3

For the full year of fiscal 2009, net sales for the Rx Pharmaceutical segment increased 2% from fiscal 2008 to $164 million. The increase was due primarily to new product sales of approximately $17 million, along with an increase in sales volumes on the Company’s existing portfolio of products of approximately $9 million. The increases were partially offset by the absence of the fiscal 2008 receipt of a one-time cash payment of $9 million from a customer in lieu of expected future minimum royalty payments, as well as a reduction in non-product revenue of $6 million and pricing pressures due to continued competition in the marketplace for generic drugs.

API

The API segment reported fourth quarter net sales of $39 million compared with $38 million a year ago. The increase was due primarily to improved product mix and was partially offset by $3 million in unfavorable changes in foreign currency exchange rates. Adjusted operating income increased $5 million or 146% due to improved sales mix, operational efficiencies and cost management.

For the full year of fiscal 2009, net sales decreased 9% compared to fiscal 2008. This decrease was due primarily to a decline of approximately $9 million in sales of existing products, the absence of a one-time $5 million accrual reversal and approximately $4 million resulting from unfavorable changes in foreign currency exchange rates. This decrease was partially offset by new product sales of approximately $5 million.  Adjusted operating income was $15 million down from $20 million.

Other

Continuing operations for the Other category, consisting of the Israel Pharmaceutical and Diagnostic Products operating segment, reported fourth quarter net sales of $13 million, compared with $23 million a year ago. The decrease was due to the change whereby the Company is now a distributor to a customer rather than a supplier to that customer and also by unfavorable changes in foreign currency exchange rates. Operating income was $2 million, up from $800 thousand last year. The increase in operating income was due primarily to effective cost management and favorable currency exchange rates.

For the full year of fiscal 2009, net sales decreased $15 million or 18%, compared to fiscal 2008. The decrease was driven primarily by a $12 million impact related to the change in a customer contract relationship mentioned above. In addition, sales decreased by approximately $3 million due to changes in the sales mix of products.

4

Guidance

Chairman and CEO Joseph C. Papa concluded, “In challenging economic times, Perrigo is uniquely positioned to continue to save consumers nearly a billion dollars annually on their healthcare spend while adding value for our customers and shareholders. We expect fiscal 2010 earnings from continuing operations to be between $2.00 and $2.12 per share, which implies a year-over-year growth rate of earnings from continuing operations of 7% to 13% over adjusted fiscal 2009 EPS. Perrigo is the right company in the right place at the right time.”

Perrigo will host a conference call to discuss fiscal 2009 fourth quarter and full year results at 10:00 a.m. (ET) on Tuesday, August 18. The conference call will be available live via webcast to interested parties on the Perrigo website http://www.perrigo.com or by phone 877-248-9413, International 973-582-2737 and reference ID# 20224149. A taped replay of the call will be available beginning at approximately 2:00 p.m. (ET) Tuesday, August 18, until midnight Tuesday, August 25, 2009. To listen to the replay, call 800-642-1687, International 706-645-9291, access code 20224149.

Perrigo Company is a leading global healthcare supplier that develops, manufactures and distributes OTC and generic prescription pharmaceuticals, nutritional products, active pharmaceutical ingredients (API) and pharmaceutical and medical diagnostic 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 and logistics operations 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 27, 2009, 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.

5

Arthur J. Shannon, Vice President, Investor Relations and Communication

(269) 686-1709

    E-mail: ajshannon@perrigo.com

Daniel B. Willard, Manager, Investor Relations and Communication

(269) 686-1597

    E-mail: dbwillard@perrigo.com

6

PERRIGO COMPANY

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

	Fiscal Year
	2009		2008			2007
Net sales	$	2,006,862	$	1,729,921		$	1,368,351
Cost of sales		1,410,865		1,212,193			1,001,167
Gross profit		595,997		517,728			367,184
Operating expenses
Distribution		24,203		25,152			23,478
Research and development		77,922		72,191			66,480
Selling and administration		231,639		220,429			170,124
Subtotal		333,764		317,772			260,082
Write-off of in-process
research and development		279		2,786			8,252
Restructuring		14,647		2,312			879
Total		348,690		322,870			269,213
Operating income		247,307		194,858			97,971
Interest, net		27,154		17,415			16,110
Other expense (income), net		1,269		(503	)		(5,271	)
Investment impairment		15,104		-			-
Income from continuing operations before
income taxes		203,780		177,946			87,132
Income tax expense		62,682		37,749			14,298
Income from continuing operations		141,098		140,197			72,834
Income (loss) from discontinued operations,
net of tax		2,951		(4,424	)		963
Net income	$	144,049	$	135,773		$	73,797
Earnings (loss) per share (1)
Basic
Continuing operations	$	1.53	$	1.51		$	0.79
Discontinued operations		0.03		(0.05	)		0.01
Basic earnings per share	$	1.56	$	1.46		$	0.80
Diluted
Continuing operations	$	1.51	$	1.47		$	0.78
Discontinued operations		0.03		(0.05	)		0.01
Diluted earnings per share	$	1.54	$	1.43		$	0.79
Weighted average shares outstanding
Basic		92,183		93,124			92,230
Diluted		93,629		95,210			93,807
Dividends declared per share	$	0.215	$	0.195		$	0.178

(1) The sum of individual per share amounts may not equal due to rounding.

7

PERRIGO COMPANY

CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 27,			June 28,
Assets	2009			2008
Current assets
Cash and cash equivalents	$	316,133		$	318,599
Investment securities		3			560
Accounts receivable, net		325,810			317,875
Inventories		384,794			374,782
Current deferred income taxes		41,941			42,241
Income taxes refundable		8,926			10,215
Prepaid expenses and other current assets		23,658			36,951
Current assets of discontinued operations		51,699			58,968
Total current assets		1,152,964			1,160,191
Property and equipment
Land		22,876			22,275
Buildings		262,990			254,030
Machinery and equipment		478,085			443,288
		763,951			719,593
Less accumulated depreciation		(409,634	)		(381,053	)
		354,317			338,540
Restricted cash		400,000			400,000
Goodwill and other indefinite-lived intangible assets		268,819			287,112
Other intangible assets, net		214,207			220,724
Non-current deferred income taxes		74,438			73,726
Other non-current assets		49,756			63,914
Non-current assets of discontinued operations		21,854			34,202
	$	2,536,355		$	2,578,409
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	271,537		$	235,922
Payroll and related taxes		54,196			70,977
Accrued customer programs		54,461			53,419
Accrued liabilities		61,704			55,055
Accrued income taxes		3,334			3,317
Current deferred income taxes		18,528			24,493
Current portion of long-term debt		17,181			20,095
Current liabilities of discontinued operations		19,620			25,716
Total current liabilities		500,561			488,994
Non-current liabilities
Long-term debt, less current portion		875,000			895,095
Non-current deferred income taxes		139,916			138,158
Other non-current liabilities		87,024			106,453
Non-current liabilities of discontinued operations		11,933			15,994
Total non-current liabilities		1,113,873			1,155,700
Shareholders' Equity
Preferred stock, without par value, 10,000 shares authorized		-			-
Common stock, without par value, 200,000 shares authorized		452,243			488,537
Accumulated other comprehensive income		50,592			155,184
Retained earnings		419,086			289,994
Total shareholders' equity		921,921			933,715
	$	2,536,355		$	2,578,409
Supplemental Disclosures of Balance Sheet Information
Related to Continuing Operations
Allowance for doubtful accounts	$	11,394		$	7,511
Working capital	$	620,324		$	637,945
Preferred stock, shares issued and outstanding		-			-
Common stock, shares issued and outstanding		92,209			93,311

8

PERRIGO COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

(in thousands)

							Accumulated
	Common Stock						Other
	Issued						Comprehensive			Comprehensive			Retained
	Shares			Amount			Income (loss)			Income (loss)			Earnings
Balance at July 1, 2006		92,922		$	516,098		$	3,593		$	77,170		$	121,053
Net income		-			-			-			73,797			73,797
Accumulated other comprehensive income (loss):
Change in fair value of derivative financial
instruments, net of $606 tax		-			-			(1,126	)		(1,126	)
Foreign currency translation adjustments		-			-			53,074			53,074			-
Change in fair value of investment securities								(1,415	)		(1,415	)		-
Adjustment from adoption of SFAS 158, net of $1,373 tax		-			-			2,550			-			-
Issuance of common stock under:
Stock options		1,496			15,362			-			-			-
Restricted stock plan		338			-			-			-			-
Compensation for stock options		-			3,793			-			-			-
Compensation for restricted stock		-			5,160			-			-			-
Cash dividends, $0.178 per share		-			-			-			-			(16,476	)
Tax effect from stock transactions		-			1,470			-			-			-
Purchases and retirements of common stock		(1,361	)		(22,464	)		-			-			-
Balance at June 30, 2007		93,395			519,419			56,676			124,330			178,374
Net income		-			-			-			135,773			135,773
Accumulated other comprehensive income (loss):
Change in fair value of derivative financial
instruments, net of $1,852 tax		-			-			(3,440	)		(3,440	)		-
Foreign currency translation adjustments		-			-			105,826			105,826			-
Change in fair value of investment securities								(3,453	)		(3,453	)		-
Post-retirement liability adjustments, net of $229 tax		-			-			(425	)		(425	)		-
Adjustment to adopt FIN 48		-			-			-			-			(5,934	)
Issuance of common stock under:
Stock options		2,393			32,210			-			-			-
Restricted stock plan		19			-			-			-			-
Compensation for stock options		-			2,730			-			-			-
Compensation for restricted stock		-			5,739			-			-			-
Cash dividends, $0.195 per share		-			-			-			-			(18,219	)
Tax effect from stock transactions		-			6,603			-			-			-
Purchases and retirements of common stock		(2,496	)		(78,164	)		-			-			-
Balance at June 28, 2008		93,311			488,537			155,184			234,281			289,994
Net income		-			-			-			144,049			144,049
Accumulated other comprehensive income (loss):
Change in fair value of derivative financial
instruments, net of $162 tax		-			-			300			300			-
Foreign currency translation adjustments		-			-			(103,450	)		(103,450	)		-
Change in fair value of investment securities								3,956			3,956			-
Adjustment to adopt FSP FAS 115-2		-			-			(5,000	)		(5,000	)		5,000
Post-retirement liability adjustments, net of $214 tax		-			-			(398	)		(398	)		-
Issuance of common stock under:
Stock options		720			10,062			-			-			-
Restricted stock plan		14			-			-			-			-
Compensation for stock options		-			3,313			-			-			-
Compensation for restricted stock		-			7,040			-			-			-
Cash dividends, $0.215 per share		-			-			-			-			(19,957	)
Tax effect from stock transactions		-			5,780			-			-			-
Purchases and retirements of common stock		(1,836	)		(62,489	)		-			-			-
Balance at June 27, 2009		92,209		$	452,243		$	50,592		$	39,457		$	419,086

9

PERRIGO COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Fiscal Year
	2009			2008			2007
Cash Flows From (For) Operating Activities
Net income	$	144,049		$	135,773		$	73,797
Adjustments to derive cash flows
Write-off of in-process research and development		279			2,786			8,252
Depreciation and amortization		70,142			69,231			58,032
Restructuring and asset impairment		31,351			12,658			2,913
Share-based compensation		10,353			8,469			8,953
Income tax benefit from exercise of stock options		(3,490	)		3,992			1,482
Excess tax benefit of stock transactions		(2,290	)		(10,595	)		(2,952	)
Deferred income taxes		(1,422	)		(1,542	)		(4,335	)
Sub-total		248,972			220,772			146,142
Changes in operating assets and liabilities, net of
asset and business acquisitions
Accounts receivable		6,446			(38,742	)		(36,812	)
Inventories		341			(72,480	)		18,786
Income taxes refundable		(1,066	)		(6,883	)		-
Accounts payable		24,821			67,638			(19,186	)
Payroll and related taxes		(20,621	)		27,046			(4,956	)
Accrued customer programs		1,124			5,450			(1,316	)
Accrued liabilities		(13,483	)		1,773			1,184
Accrued income taxes		13,201			31,274			18,224
Other		(1,390	)		8,467			5,375
Sub-total		9,373			23,543			(18,701	)
Net cash from operating activities		258,345			244,315			127,441
Cash Flows (For) From Investing Activities
Purchase of securities		-			(176,298	)		(335,016	)
Proceeds from sales of securities		-			208,097			312,521
Issuance of note receivable		-			-			(1,000	)
Additions to property and equipment		(59,238	)		(44,824	)		(45,014	)
Proceeds from sales of property and equipment		-			-			2,613
Cash acquired in asset exchange		2,115			-			-
Acquisitions of assets		(1,000	)		(12,401	)		(59,538	)
Acquisitions of businesses, net of cash acquired		(88,248	)		(83,312	)		-
Equity investment		-			(12,500	)		-
Net cash for investing activities		(146,371	)		(121,238	)		(125,434	)
Cash Flows (For) From Financing Activities
Repayments of short-term debt, net		(13,736	)		(11,776	)		(8,295	)
Borrowings of long-term debt		-			465,000			130,000
Repayments of long-term debt		(31,380	)		(225,801	)		(90,000	)
Excess tax benefit of stock transactions		2,290			10,595			2,952
Issuance of common stock		10,062			32,210			15,362
Repurchase of common stock		(62,489	)		(78,164	)		(22,464	)
Cash dividends		(19,957	)		(18,219	)		(16,476	)
Net cash (for) from financing activities		(115,210	)		173,845			11,079
Effect of exchange rate changes on cash		769			(8,623	)		(1,799	)
Net increase (decrease) in cash and cash equivalents		(2,467	)		288,299			11,287
Cash and cash equivalents of continuing operations, beginning of period		318,599			30,301			19,018
Cash balance of discontinued operations, beginning of period		5			4			-
Cash and cash equivalents, end of period		316,137			318,604			30,305
Less cash balance of discontinued operations, end of period		(4	)		(5	)		(4	)
Cash and cash equivalents of continuing operations, end of period	$	316,133		$	318,599		$	30,301
Supplemental Disclosures of Cash Flow Information
Cash paid/received during the year for:
Interest paid	$	47,066		$	37,111		$	36,020
Interest received	$	24,348		$	21,664		$	20,079
Income taxes paid	$	73,276		$	32,718		$	12,896
Income taxes refunded	$	11,283		$	7,693		$	11,316

10

Table I

PERRIGO COMPANY

SEGMENT INFORMATION

(in thousands)

(unaudited)

	Fourth Quarter						Fiscal Year
	2009			2008			2009			2008
Segment Net Sales
Consumer Healthcare	$	407,009		$	374,645		$	1,638,770		$	1,336,140
Rx Pharmaceuticals		48,840			38,425			164,163			161,271
API		38,940			38,313			136,002			149,553
Other		13,420			22,899			67,927			82,957
Total	$	508,209		$	474,282		$	2,006,862		$	1,729,921
Segment Operating Income (Loss)
Consumer Healthcare	$	56,059		$	52,105		$	233,756		$	172,654
Rx Pharmaceuticals		12,090			(5,774	)		29,028			21,386
API		(5,409	)		3,752			433			20,475
Other		2,353			809			7,680			7,030
Unallocated expenses		(9,569	)		(10,513	)		(23,311	)		(23,901	)
Write-off of in-process R&D		-			-			(279	)		(2,786	)
Total	$	55,524		$	40,379		$	247,307		$	194,858

*All information based on continuing operations.

11

Table II

PERRIGO COMPANY

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share amounts)

(unaudited)

	Fourth Quarter									Fiscal Year
	2009			2008			% Change			2009			2008			% Change
Net sales	$	508,209		$	474,282			7	%	$	2,006,862		$	1,729,921			16	%
Reported gross profit	$	163,853		$	135,093			21	%	$	595,997		$	517,728			15	%
Inventory step-up - Unico		-			-						1,062			-
Inventory step-up - Diba		-			-						1,503			-
Inventory step-up - JB Labs		-			-						358			-
Inventory step-up - Galpharm		-			2,878						-			5,756
Impairment of fixed assets		-			-						1,600			-
Impairment of intangible asset		-			10,346						-			10,346
Adjusted gross profit	$	163,853		$	148,317			10	%	$	600,520		$	533,830			12	%
Adjusted gross profit %		32.2	%		31.3	%					29.9	%		30.9	%
Reported operating expenses	$	108,329		$	94,714			14	%	$	348,690		$	322,870			8	%
Loss on asset exchange		-			-						(639	)		-
Restructuring costs - Germany		(14,647	)		-						(14,647	)		-
Restructuring costs - West Coast		-			(143	)					-			(491	)
Restructuring costs - United Kingdom		-			(1,821	)					-			(1,821	)
Adjusted operating expenses	$	93,682		$	92,750			1	%	$	333,404		$	320,558			4	%
Adjusted operating expenses %		18.4	%		19.6	%					16.6	%		18.5	%
Reported operating income	$	55,524		$	40,379			38	%	$	247,307		$	194,858			27	%
Inventory step-up - Unico		-			-						1,062			-
Inventory step-up - Diba		-			-						1,503			-
Inventory step-up - JB Labs		-			-						358			-
Inventory step-up - Galpharm		-			2,878						-			5,756
Impairment of fixed assets		-			-						1,600			-
Impairment of intangible asset		-			10,346						-			10,346
Loss on asset exchange		-			-						639			-
Restructuring costs - Germany		14,647			-						14,647			-
Restructuring costs - West Coast		-			143						-			491
Restructuring costs - United Kingdom		-			1,821						-			1,821
Write-off of in-process R&D - Diba acquisition		-			-						279			-
Write-off of in-process R&D - Galpharm acquisition		-			-						-			2,786
Adjusted operating income	$	70,171		$	55,567			26	%	$	267,395		$	216,058			24	%
Adjusted operating income %		13.8	%		11.7	%					13.3	%		12.5	%
Reported income from continuing operations	$	32,280		$	32,160			0	%	$	141,098		$	140,197			1	%
Inventory step-up - Unico (5)		-			-						645			-
Inventory step-up - Diba (1)		-			-						1,082			-
Inventory step-up - JB Labs (2)		-			-						229			-
Inventory step-up - Galpharm (1)		-			2,072						-			4,144
Impairment of fixed assets (4)		-			-						992			-
Impairment of intangible asset (3)		-			6,518						-			6,518
Investment impairment (6)		-			-						15,104			-
Loss on asset exchange (6)		-			-						639			-
Restructuring costs - Germany (6)		14,647			-						14,647			-
Restructuring costs - West Coast (3)		-			90						-			309
Restructuring costs - United Kingdom (1)		-			1,311						-			1,311
Write-off of in-process R&D - Diba acquisition (1)		-			-						201			-
Write-off of in-process R&D - Galpharm acquisition (1)		-			-						-			2,006
Adjusted income from continuing operations	$	46,927		$	42,151			11	%	$	174,637		$	154,485			13	%
Diluted earnings per share from continuing operations
Reported	$	0.35		$	0.34			2	%	$	1.51		$	1.47			2	%
Adjusted	$	0.50		$	0.44			13	%	$	1.87		$	1.62			15	%
Diluted weighted average shares outstanding		93,290			95,076						93,629			95,210

(1)	Net of taxes at 28%
(2)	Net of taxes at 36%
(3)	Net of taxes at 37%
(4)	Net of taxes at 38%
(5)	Net of taxes at 39.3%
(6)	No tax impact

*All information based on continuing operations.

12

Table II (Continued)

REPORTABLE SEGMENTS

RECONCILIATION OF NON-GAAP MEASURES

(in thousands)

(unaudited)

	Fourth Quarter									Fiscal Year
	2009			2008			% Change			2009			2008			% Change
Consumer Healthcare
Net sales	$	407,009		$	374,645			9	%	$	1,638,770		$	1,336,140			23	%
Reported gross profit	$	119,782		$	111,037			8	%	$	460,133		$	377,765			22	%
Inventory step-up - Unico		-			-						1,062			-
Inventory step-up - Diba		-			-						1,503			-
Inventory step-up - JB Labs		-			-						358			-
Inventory step-up - Galpharm		-			2,878						-			5,756
Impairment of fixed assets		-			-						1,600			-
Adjusted gross profit	$	119,782		$	113,915			5	%	$	464,656		$	383,521			21	%
Adjusted gross profit %		29.4	%		30.4	%					28.4	%		28.7	%
Reported operating expenses	$	63,725		$	58,932			8	%	$	226,379		$	205,111			10	%
Loss on asset exchange		-			-						(639	)		-
Restructuring costs - West Coast		-			(143	)					-			(491	)
Restructuring costs - United Kingdom		-			(1,821	)					-			(1,821	)
Adjusted operating expenses	$	63,725		$	56,968			12	%	$	225,740		$	202,799			11	%
Adjusted operating expenses %		15.7	%		15.2	%					13.8	%		15.2	%
Reported operating income	$	56,059		$	52,105			8	%	$	233,756		$	172,654			35	%
Inventory step-up - Unico		-			-						1,062			-
Inventory step-up - Diba		-			-						1,503			-
Inventory step-up - JB Labs		-			-						358			-
Inventory step-up - Galpharm		-			2,878						-			5,756
Impairment of fixed assets		-			-						1,600			-
Loss on asset exchange		-			-						639			-
Restructuring costs - West Coast		-			143						-			491
Restructuring costs - United Kingdom		-			1,821						-			1,821
Adjusted operating income	$	56,059		$	56,947			-2	%	$	238,918		$	180,722			32	%
Adjusted operating income %		13.8	%		15.2	%					14.6	%		13.5	%
Rx Pharmaceuticals
Net sales	$	48,840		$	38,425			27	%	$	164,163		$	161,271			2	%
Reported gross profit	$	21,010		$	3,969					$	63,801		$	58,622			9	%
Impairment of intangible asset		-			10,346						-			10,346
Adjusted gross profit	$	21,010		$	14,315			47	%	$	63,801		$	68,968			-7	%
Adjusted gross profit %		43.0	%		37.3	%					38.9	%		42.8	%
Reported operating income (loss)	$	12,090		$	(5,774	)		-309	%	$	29,028		$	21,386			36	%
Impairment of intangible asset		-			10,346						-			10,346
Adjusted operating income	$	12,090		$	4,572			164	%	$	29,028		$	31,732			-9	%
Adjusted operating income %		24.8	%		11.9	%					17.7	%		19.7	%
API
Net sales	$	38,940		$	38,313			2	%	$	136,002		$	149,553			-9	%
Reported operating expenses	$	22,529		$	9,678					$	47,124		$	34,717			36	%
Restructuring costs - Germany		(14,647	)		-						(14,647	)		-
Adjusted operating expenses	$	7,882		$	9,678			-19	%	$	32,477		$	34,717			-6	%
Adjusted operating expenses %		20.2	%		25.3	%					23.9	%		23.2	%
Reported operating income (loss)	$	(5,409	)	$	3,752			-244	%	$	433		$	20,475			-98	%
Restructuring costs - Germany		14,647			-						14,647			-
Adjusted operating income	$	9,238		$	3,752			146	%	$	15,080		$	20,475			-26	%
Adjusted operating income %		23.7	%		9.8	%					11.1	%		13.7	%
Unallocated
Reported operating loss	$	(9,569	)	$	(10,513	)		-9	%	$	(23,590	)	$	(26,687	)		-12	%
Write-off of in-process R&D - Diba acquisition		-			-						279			-
Write-off of in-process R&D - Galpharm acquisition		-			-						-			2,786
Adjusted operating loss	$	(9,569	)	$	(10,513	)		-9	%	$	(23,311	)	$	(23,901	)		-2	%

*All information based on continuing operations.

13

Table III

PERRIGO COMPANY

RECONCILIATION OF NON-GAAP MEASURES

(in thousands)

(unaudited)

	Fourth Quarter				Adjustment - -					Adjustment - Intangible					Fourth Quarter
	Reported Cost of Sales				Inventory Step-Up					Asset Impairment					Adjusted Cost of Sales
	2009		2008		2009		2008			2009		2008			2009		2008		% Change
Segments
Consumer Healthcare	$	287,226	$	263,607	$	-	$	(2,878	)	$	-	$	-		$	287,226	$	260,729		10	%
Rx Pharmaceuticals		27,829		34,456		-		-			-		(10,346	)		27,829		24,110		15	%
API		21,820		24,884		-		-			-		-			21,820		24,884		-12	%
Other		7,481		16,242		-		-			-		-			7,481		16,242		-54	%
Total	$	344,356	$	339,189	$	-	$	(2,878	)	$	-	$	(10,346	)	$	344,356	$	325,965		6	%

*All information based on continuing operations.

14