0001144204-11-059626.txt : 20111027 0001144204-11-059626.hdr.sgml : 20111027 20111027083900 ACCESSION NUMBER: 0001144204-11-059626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111026 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111027 DATE AS OF CHANGE: 20111027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERRIGO CO CENTRAL INDEX KEY: 0000820096 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 382799573 STATE OF INCORPORATION: MI FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19725 FILM NUMBER: 111160454 BUSINESS ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 BUSINESS PHONE: 6166738451 MAIL ADDRESS: STREET 1: 515 EASTERN AVENUE CITY: ALLEGAN STATE: MI ZIP: 49010 8-K 1 v238230_8k.htm FORM 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):
October 26, 2011


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:

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

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

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

o 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 October 27, 2011, Perrigo Company (Company) released earnings for the first fiscal quarter 2012.  The press release related to the Company’s earnings is attached as Exhibit 99.1.

The earnings release contains 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.  Pursuant to the requirements of Regulation G, the Company has provided a reconciliation for cost of sales, gross profit, operating expenses, operating income, income tax expense, 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, 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. Adjusted earnings is one of the primary indicators management uses for planning and forecasting in future periods, including trending and analyzing the core operating performance of the Company’s business from period to period without the effect of the non-core business items indicated.  Management uses adjusted earnings to prepare operating budgets and forecasts and to measure the Company’s performance against those budgets and forecasts on a corporate and segment level.

Items excluded from reported results and guidance:

First Quarter Fiscal 2011 Results
 
-
Amortization of acquired intangible assets related to business combinations and asset acquisitions

First Quarter Fiscal 2012 Results
 
-
Amortization of acquired intangible assets related to business combinations and asset acquisitions
 
-
A charge associated with the step-up in value of inventory acquired
 
-
Acquisition-related charges for completed business acquisition
 
-
Earnings associated with sale of pipeline research and development projects

Fiscal 2011 Results
 
-
Amortization of acquired intangible assets related to business combinations and asset acquisitions
 
-
Acquisition-related charges for pending business acquisition
 
-
Restructuring charges for organizational improvements

Fiscal 2012 Guidance
 
-
Amortization of acquired intangible assets related to business combinations and asset acquisitions
 
-
A charge associated with the step-up in value of inventory acquired
 
-
Acquisition-related charges for completed business acquisition
 
-
Earnings associated with sale of pipeline research and development projects

The information in this 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 5.07. Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting of Shareholders held on October 26, 2011, the Company’s shareholders voted on the following matters:
 
 
1.
Election of three directors of the Company:

Nominee
 
For
 
Withheld
 
Broker Non-Votes
Gary K. Kunkle, Jr.
 
66,354,509
 
6,077,142
 
5,131,843
Herman Morris, Jr.
 
65,796,088
 
6,635,563
 
5,131,843
Ben-Zion Zilberfarb
 
65,540,703
 
6,890,948
 
5,131,843
 
 
2.
Advisory vote on executive compensation:

For
 
Against
 
Abstain
 
Broker Non-Votes
67,999,000
 
3,436,243
 
996,408
 
5,131,843


 
3.
Advisory vote on frequency of future advisory votes on executive compensation:

One Year
 
Two Years
 
Three Years
 
Abstain
 
Broker Non-Votes
64,311,001
 
1,382,326
 
5,758,720
 
979,604
 
5,131,843
 
A majority of shareholders favored an annual advisory vote on the Company’s executive compensation.  Based on the Board of Director’s recommendation in the Proxy Statement and the voting results, the Company has determined to hold an advisory vote on executive compensation annually.

 
4.
Ratification of the appointment of Ernst & Young LLP:

For
 
Against
 
Abstain
 
Broker Non-Votes
73,819,757
 
2,553,779
 
1,189,958
 
-
 
 
 

 
 
ITEM 9.01.
Financial Statements and Exhibits

(d)
Exhibits

 
99.1
Press release issued by Perrigo Company on October 27, 2011, 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)
 
       
Dated: October 27, 2011   
By:
/s/ Judy L. Brown
 
    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 October 27, 2011, furnished solely pursuant to Item 2.02 of Form 8-K.

 
 

 
EX-99.1 2 v238230_ex99-1.htm EXHIBIT 99.1

Perrigo Reports Record Quarterly Revenue and Adjusted Earnings and Raises Full Year Adjusted EPS Guidance



-- Fiscal first quarter revenue from continuing operations increased $84 million, or 13%, to a record $725 million



-- Fiscal first quarter adjusted income from continuing operations increased 27% to a record $103 million, or $1.10 per diluted share



-- Fiscal first quarter GAAP income from continuing operations decreased 4% to $70 million, or $0.75 per diluted share, which includes acquisition-related charges of $0.21 per diluted share



-- Rx segment revenue grew 84%, with adjusted operating income of $61 million and reported operating income of $27 million



-- Management raises full-year fiscal 2012 adjusted diluted earnings from continuing operations guidance to be in a range of $4.65 to $4.80 per share, an increase of 16% to 20% compared to fiscal 2011 adjusted diluted EPS

ALLEGAN, Mich., Oct. 27, 2011 /PRNewswire/ -- Perrigo Company (Nasdaq: PRGO; TASE: PRGO) today announced results for its first quarter ended September 24, 2011.

Perrigo's Chairman and CEO Joseph C. Papa commented, "We have started fiscal 2012 well, delivering record revenue and adjusted earnings for the quarter. Our Rx segment continued its excellent performance, which was driven by the acquisition of Paddock Labs, new product sales and strong organic Rx results, combined with our continued focus on quality and R&D. Store brand OTC market share continued to grow. We believe our value proposition will continue to resonate well with consumers."

Refer to Table I 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 Condensed Consolidated Statements of Income, Balance Sheets and Cash Flows.

Perrigo Company

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

(see the attached Table I for reconciliation to GAAP numbers)



Fiscal 2012

Fiscal 2011


First Quarter Ended

First Quarter Ended


9/24/2011

9/25/2010




Net Sales

$725,295

$641,322

Reported Income

$70,458

$73,678

Adjusted Income

$103,320

$81,350

Reported Diluted EPS

$0.75

$0.79

Adjusted Diluted EPS

$1.10

$0.87

Diluted Shares

93,953

93,269




First Quarter Results

Net sales from continuing operations for the first quarter of fiscal 2012 were $725 million, an increase of 13% over the first quarter of fiscal 2011. Excluding charges as outlined in Table I at the end of this release, first quarter fiscal 2012 adjusted income from continuing operations was $103 million, or $1.10 per share, an increase of 27% from first quarter fiscal 2011. Reported income from continuing operations was $70 million, or $0.75 per share, down 4% from $74 million, or $0.79 per share, a year ago. This decrease was primarily the result of $0.21 per diluted share of acquisition-related costs.

Consumer Healthcare

Consumer Healthcare segment net sales in the first quarter were $412 million compared with $396 million in the first quarter last year, an increase of $16 million or 4%. The improvement was due primarily to an increase in sales of existing products of $9 million, primarily in the cough/cold and smoking cessation categories, along with new product sales of $15 million, primarily in the cough/cold and analgesics categories. In addition, net sales increased by $3 million due to favorable changes in foreign currency exchange rates. These combined increases were partially offset by a decline of $12 million in sales of existing products within the gastrointestinal product category driven by competitive pressures on a key product. First quarter gross profit for fiscal 2012 increased 1%, or $1 million, compared to fiscal 2011. Adjusted gross margin decreased 90 basis points in the first quarter of fiscal 2012 compared to fiscal 2011 due primarily to increased competitive pressures within the gastrointestinal product category.

Reported operating income was $64 million, compared to $71 million a year ago, largely as a result of increased competitive pressures within the gastrointestinal product category. On an adjusted basis, operating income was $67 million compared to $73 million in fiscal 2011. Adjusted operating margin decreased 230 basis points year-over-year for the quarter due to higher research and development (R&D) as a result of higher Paragraph IV litigation expenses, increased spending on developmental materials and increased administrative expenses and selling and marketing investments in Australia.

On July 21, 2011, the Company announced that it received approval from the U.S. Food and Drug Administration (FDA) to market over-the-counter (OTC) coated nicotine polacrilex gum USP, 2 mg and 4 mg cinnamon flavor.

Nutritionals

The Nutritionals segment reported first quarter net sales of $120 million, compared with $123 million a year ago. The decrease in sales was primarily the result of a decline in existing product sales in the vitamin, minerals and dietary supplements (VMS) category driven by increased competition. Adjusted operating income was approximately $19 million compared to $24 million last year resulting from infant nutrition product mix, an increase in R&D due to the timing of clinical trials and a rise in infant nutrition commodities costs.

Last week, the Company announced that it entered into a supply agreement with the Founder Group (Founder Pharma), a Beijing based conglomerate. The Company will supply Founder Pharma branded infant formula, manufactured in its U.S. facilities, for sale and distribution by Founder Pharma in China.

Rx Pharmaceuticals

The Rx Pharmaceuticals segment first quarter net sales were $128 million compared with $69 million a year ago, an increase of 84%. The increase in revenue was due primarily to sales of $39 million from the first quarter fiscal 2012 acquisition of Paddock Labs, new product sales of over $5 million and a lower degree of pricing pressures as compared to the prior year. Adjusted operating income was $61 million, an increase of $41 million from last year.

On July 26, 2011, the Company announced that it closed the acquisition of Paddock Labs for approximately $547 million in cash.

On August 30, 2011, the Company announced that it received final approval from the FDA for its Abbreviated New Drug Application (ANDA) for Ketoconazole Foam, 2%. The Company commenced shipping of the product and was first to file, enabling 180 days of marketing exclusivity.

API

The API segment reported first quarter net sales of $48 million compared with $37 million a year ago. This increase was due primarily to a $5 million increase in sales of existing products and new product sales of $3 million, along with $2 million resulting from favorable changes in foreign currency exchange rates.

Adjusted operating income grew to $15 million, or 31.7% of net sales, compared to $11 million, or 28.9% of net sales, a year ago.

Other

Continuing operations for the Other category reported first quarter net sales of $18 million, compared with $16 million a year ago. This increase was due primarily to new product sales of $1 million, along with $1 million as a result of favorable changes in foreign currency exchange rates. Adjusted operating income was approximately $1 million, representing a decrease in adjusted operating margin of 290 basis points from last year due to product mix.

Guidance

Chairman and CEO Joseph C. Papa concluded, "The strength of our diversified business model was evident this quarter, and as we look forward to the rest of fiscal 2012, we expect this to continue. We now expect reported fiscal 2012 earnings from continuing operations to be between $3.92 and $4.07 per share. Excluding the charges outlined in Table III at the end of this release, we now expect fiscal 2012 adjusted diluted earnings from continuing operations to be between $4.65 and $4.80 per share, up from our previously announced guidance of between $4.50 $4.65 per share. This new range implies a year-over-year growth rate of adjusted earnings from continuing operations of 16% to 20% over fiscal 2011 adjusted EPS. Additionally, the realization of an $0.08 tax benefit in the first quarter due to the closing of various tax audit resolutions and statutory expiries allows us to adjust our expected tax rate for the full-year to be in a range of 27% to 29% from our previous range of 29% to 31%."

Perrigo will host a conference call to discuss fiscal 2012 first quarter at 10:00 a.m. (ET) on Thursday, October 27, 2011. 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# 16311573. A taped replay of the call will be available beginning at approximately 2:00 p.m. (ET) Thursday, October 27, 2011, until midnight Friday, November 4, 2011. To listen to the replay, call 855-859-2056, International 404-537-3406, access code 16311573.

Perrigo Company is a leading global healthcare supplier that develops, manufactures and distributes OTC and generic prescription (Rx) pharmaceuticals, infant formulas, nutritional products, and active pharmaceutical ingredients (API). The Company is the world's largest manufacturer of OTC pharmaceutical products and infant formulas, both for the store brand market. The Company's primary markets and locations of manufacturing and logistics operations are the United States, Israel, Mexico, the United Kingdom and Australia. 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 25, 2011, 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.

PERRIGO COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)








First Quarter



2012



2011

Cash Flows (For) From Operating Activities






  Net income

$

70,458


$

74,375

  Adjustments to derive cash flows






Gain on sale of pipeline research and development projects


(3,500)



-

     Depreciation and amortization


34,720



23,436

     Share-based compensation


3,935



3,682

     Income tax benefit from exercise of stock options


2,125



1,941

     Excess tax benefit of stock transactions


(10,578)



(9,465)

     Deferred income taxes


(3,084)



(59,069)

  Subtotal


94,076



34,900







  Changes in operating assets and liabilities, net of business acquisition






     Accounts receivable


8,581



(58,401)

     Inventories


(7,156)



(3,559)

     Accounts payable


(47,249)



(9,636)

     Payroll and related taxes


(10,681)



(21,191)

     Accrued customer programs


(5,708)



11,201

     Accrued liabilities


17,678



(12,899)

     Accrued income taxes


(878)



49,152

     Other


5,484



4,271

  Subtotal


(39,929)



(41,062)

        Net cash from (for) operating activities


54,147



(6,162)







Cash Flows (For) From Investing Activities






  Acquisitions of businesses, net of cash acquired


(547,052)



1,998

Proceeds from sale of intangible assets and pipeline R&D projects


10,500



-

  Additions to property and equipment


(18,953)



(9,194)

Other


(250)



-

        Net cash for investing activities


(555,755)



(7,196)







Cash Flows (For) From Financing Activities






  Borrowings (repayments) of short-term debt, net


980



(7,476)

  Net borrowings under accounts receivable securitization program


55,000



63,000

Borrowings of long-term debt


250,787



-

  Repayments of long-term debt


-



(95,000)

Deferred financing fees


(2,468)



-

  Excess tax benefit of stock transactions


10,578



9,465

  Issuance of common stock


5,884



3,987

  Repurchase of common stock


(7,899)



(8,168)

  Cash dividends


(6,535)



(5,780)

        Net cash from (for) financing activities


306,327



(39,972)







Effect of exchange rate changes on cash


1,792



(337)

       Net decrease in cash and cash equivalents


(193,489)



(53,667)







Cash and cash equivalents of continuing operations, beginning of period


310,104



109,765

Cash balance of discontinued operations, beginning of period


-



-

Cash and cash equivalents, end of period


116,615



56,098

      Less cash balance of discontinued operations, end of period


-



-

Cash and cash equivalents of continuing operations, end of period

$

116,615


$

56,098







Supplemental Disclosures of Cash Flow Information






  Cash paid/received during the period for:






     Interest paid

$

3,240


$

6,343

     Interest received

$

1,127


$

1,977

     Income taxes paid

$

9,151


$

29,856

     Income taxes refunded

$

768


$

893







See accompanying notes to condensed consolidated financial statements.



PERRIGO COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share amounts)

(unaudited)


























First Quarter



2012



2011







Net sales

$

725,295


$

641,322

Cost of sales


497,716



427,368

Gross profit


227,579



213,954







Operating expenses






  Distribution


10,264



8,333

  Research and development


19,638



17,727

  Selling and administration


96,125



76,127

    Total


126,027



102,187







Operating income


101,552



111,767

Interest, net


12,570



10,087

Other expense (income), net


229



(559)







Income from continuing operations before income taxes


88,753



102,239

Income tax expense


18,295



28,561

Income from continuing operations


70,458



73,678

Income from discontinued operations, net of tax


-



697

Net income

$

70,458


$

74,375







Earnings per share (1)






  Basic






     Continuing operations

$

0.76


$

0.80

     Discontinued operations


-



0.01

     Basic earnings per share

$

0.76


$

0.81

  Diluted






     Continuing operations

$

0.75


$

0.79

     Discontinued operations


-



0.01

     Diluted earnings per share

$

0.75


$

0.80







Weighted average shares outstanding






  Basic


92,900



91,824

  Diluted


93,953



93,269

Dividends declared per share

$

0.0700


$

0.0625













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


















See accompanying notes to condensed consolidated financial statements.



PERRIGO COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)





















September 24, 2011



June 25, 2011



September 25, 2010

Assets









Current assets









   Cash and cash equivalents

$

116,615


$

310,104


$

56,098

   Investment securities


-



-



560

   Accounts receivable, net


521,263



477,851



417,870

   Inventories


563,257



505,576



461,244

   Current deferred income taxes


50,276



30,474



30,753

   Income taxes refundable


8,891



370



1,771

   Prepaid expenses and other current assets


38,789



50,350



42,082

   Current assets of discontinued operations  


-



2,568



6,615

          Total current assets


1,299,091



1,377,293



1,016,993










Property and equipment


1,037,270



1,005,798



906,100

   Less accumulated depreciation


(504,389)



(498,490)



(454,490)



532,881



507,308



451,610










Goodwill and other indefinite-lived intangible assets


812,924



644,902



635,189

Other intangible assets, net


771,677



567,573



583,226

Non-current deferred income taxes


13,479



10,531



12,707

Other non-current assets


84,035



81,614



72,031


$

3,514,087


$

3,189,221


$

2,771,756










Liabilities and Shareholders' Equity









Current liabilities









   Accounts payable

$

303,549


$

343,278


$

261,959

   Short-term debt


3,750



2,770



64,524

   Payroll and related taxes


72,106



81,455



58,568

   Accrued customer programs


112,592



91,374



78,845

   Accrued liabilities


83,374



57,514



65,515

   Accrued income taxes


6,677



10,551



37,148

   Current portion of long-term debt


40,000



15,000



-

   Current liabilities of discontinued operations  


-



4,093



4,206

          Total current liabilities


622,048



606,035



570,765










Non-current liabilities









   Long-term debt, less current portion


1,155,787



875,000



840,000

   Non-current deferred income taxes


9,604



10,601



17,000

   Other non-current liabilities


182,207



166,598



139,200

          Total non-current liabilities


1,347,598



1,052,199



996,200










Shareholders' equity









   Controlling interest shareholders' equity:









      Preferred stock, without par value, 10,000 shares authorized  


-



-



-

      Common stock, without par value, 200,000 shares authorized  


478,035



467,661



435,482

      Accumulated other comprehensive income


66,277



127,050



78,418

      Retained earnings


998,256



934,333



689,035



1,542,568



1,529,044



1,202,935

   Noncontrolling interest


1,873



1,943



1,856

          Total shareholders' equity


1,544,441



1,530,987



1,204,791


$

3,514,087


$

3,189,221


$

2,771,756










Supplemental Disclosures of Balance Sheet Information









  Related to Continuing Operations









         Allowance for doubtful accounts

$

9,617


$

7,837


$

8,128

         Working capital

$

677,043


$

772,783


$

443,819

         Preferred stock, shares issued and outstanding


-



-



-

         Common stock, shares issued and outstanding


93,189



92,778



92,205




























See accompanying notes to condensed consolidated financial statements.



Table I

PERRIGO COMPANY

RECONCILIATION OF NON-GAAP MEASURES

(in thousands, except per share amounts)

(unaudited)


















Three Months Ended





Consolidated

September 24, 2011


September 25, 2010


% Change


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


As Adjusted

Net sales

$   725,295


$             -


$   725,295


$   641,322


$             -


$   641,322


13%


13%

Cost of sales

497,716


42,362

(a,b)

455,354


427,368


7,174

(a)

420,194


16%


8%

Gross profit

227,579


42,362


269,941


213,954


7,174


221,128


6%


22%

















Operating expenses
















Distribution

10,264


-


10,264


8,333


-


8,333


23%


23%

Research and development

19,638


(3,500)

(c)

23,138


17,727


-


17,727


11%


31%

Selling and administration

96,125


13,620

(a,d)

82,505


76,127


4,113

(a)

72,014


26%


15%

Total

126,027


10,120


115,907


102,187


4,113


98,074





















Operating income

101,552


52,482


154,034


111,767


11,287


123,054


-9%


25%

Interest, net

12,570


-


12,570


10,087


-


10,087


25%


25%

Other expense (income), net

229


-


229


(559)


-


(559)


-


-

Income from continuing operations before income taxes

88,753


52,482


141,235


102,239


11,287


113,526


-13%


24%

Income tax expense

18,295


19,620

(e)

37,915


28,561


3,615

(e)

32,176


-36%


18%

Income from continuing operations

$     70,458


$    32,862


$   103,320


$     73,678


$      7,672


$     81,350


-4%


27%

















Diluted earnings per share from continuing operations

$         0.75




$         1.10


$         0.79




$         0.87


-5%


26%

















Diluted weighted average shares outstanding

93,953




93,953


93,269




93,269





















Selected ratios as a percentage of net sales
















  Gross profit

31.4%




37.2%


33.4%




34.5%





  Operating expenses

17.4%




16.0%


15.9%




15.3%





  Operating income

14.0%




21.2%


17.4%




19.2%





































(a) Deal-related amortization

(b) Inventory step-up of $27,179

(c) Proceeds from sale of pipeline research and development projects

(d) Acquisition-related costs of $8,782

(e) Total tax effect for non-GAAP pre-tax adjustments



Table II

PERRIGO COMPANY

REPORTABLE SEGMENTS

RECONCILIATION OF NON-GAAP MEASURES

(in thousands)

(unaudited)








Three Months Ended





Consumer Healthcare

September 24, 2011


September 25, 2010


% Change


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


As Adjusted

Net sales

$   411,681


$             -


$   411,681


$   396,104


$             -


$   396,104


4%


4%

Cost of sales

285,107


1,022

(a)

284,085


270,512


802

(a)

269,710


5%


5%

Gross profit

126,574


1,022


127,596


125,592


802


126,394


1%


1%

Operating expenses

62,091


1,222

(a)

60,869


54,273


1,312

(a)

52,961


14%


15%

Operating income

$     64,483


$      2,244


$     66,727


$     71,319


$      2,114


$     73,433


-10%


-9%

















Selected ratios as a percentage of net sales
















  Gross profit

30.7%




31.0%


31.7%




31.9%





  Operating expenses

15.1%




14.8%


13.7%




13.4%





  Operating income

15.7%




16.2%


18.0%




18.5%






































Three Months Ended





Nutritionals

September 24, 2011


September 25, 2010


% Change


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


As Adjusted

Net sales

$   119,861


$             -


$   119,861


$   122,684


$             -


$   122,684


-2%


-2%

Cost of sales

89,238


5,850

(a)

83,388


84,294


3,000

(a)

81,294


6%


3%

Gross profit

30,623


5,850


36,473


38,390


3,000


41,390


-20%


-12%

Operating expenses

21,558


3,615

(a)

17,943


20,311


2,801

(a)

17,510


6%


2%

Operating income

$       9,065


$      9,465


$     18,530


$     18,079


$      5,801


$     23,880


-50%


-22%

















Selected ratios as a percentage of net sales
















  Gross profit

25.5%




30.4%


31.3%




33.7%





  Operating expenses

18.0%




15.0%


16.6%




14.3%





  Operating income

7.6%




15.5%


14.7%




19.5%






































Three Months Ended





Rx Pharmaceuticals

September 24, 2011


September 25, 2010


% Change


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


As Adjusted

Net sales

$   127,627


$             -


$   127,627


$     69,333


$             -


$     69,333


84%


84%

Cost of sales

84,791


34,532

(a,b)

50,259


41,561


2,459

(a)

39,102


104%


29%

Gross profit

42,836


34,532


77,368


27,772


2,459


30,231


54%


156%

Operating expenses

15,993


(344)

(c,d)

16,337


10,017


-


10,017


60%


63%

Operating income

$     26,843


$    34,188


$     61,031


$     17,755


$      2,459


$     20,214


51%


202%

















Selected ratios as a percentage of net sales
















  Gross profit

33.6%




60.6%


40.1%




43.6%





  Operating expenses

12.5%




12.8%


14.4%




14.4%





  Operating income

21.0%




47.8%


25.6%




29.2%





































(a) Deal-related amortization

(b) Inventory step-up of $27,179

(c) Proceeds of $3,500 from sale of pipeline research and development projects

(d) Acquisition-related costs of $3,156



Table II (Continued)

PERRIGO COMPANY

REPORTABLE SEGMENTS

RECONCILIATION OF NON-GAAP MEASURES

(in thousands)

(unaudited)


















Three Months Ended





API

September 24, 2011


September 25, 2010


% Change


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


As Adjusted

Net sales

$   47,644


$             -


$    47,644


$   37,361


$             -


$    37,361


28%


28%

Cost of sales

25,791


521

(a)

25,270


20,580


492

(a)

20,088


25%


26%

Gross profit

21,853


521


22,374


16,781


492


17,273


30%


30%

Operating expenses

7,275


-


7,275


6,458


-


6,458


13%


13%

Operating income

$   14,578


$         521


$    15,099


$   10,323


$         492


$    10,815


41%


40%

















Selected ratios as a percentage of net sales
















  Gross profit

45.9%




47.0%


44.9%




46.2%





  Operating expenses

15.3%




15.3%


17.3%




17.3%





  Operating income

30.6%




31.7%


27.6%




28.9%






































Three Months Ended





Other

September 24, 2011


September 25, 2010


% Change


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


Non-GAAP Adjustments


As Adjusted


GAAP


As Adjusted

Net sales

$   18,482


$             -


$    18,482


$   15,840


$             -


$    15,840


17%


17%

Cost of sales

12,789


437

(a)

12,352


10,421


421

(a)

10,000


23%


24%

Gross profit

5,693


437


6,130


5,419


421


5,840


5%


5%

Operating expenses

5,247


-


5,247


4,614


-


4,614


14%


14%

Operating income

$        446


$         437


$         883


$        805


$         421


$      1,226


-45%


-28%

















Selected ratios as a percentage of net sales
















  Gross profit

30.8%




33.2%


34.2%




36.9%





  Operating expenses

28.4%




28.4%


29.1%




29.1%





  Operating income

2.4%




4.8%


5.1%




7.7%





































(a) Deal-related amortization

(b) Inventory step-up of $27,179

(c) Proceeds of $3,500 from sale of pipeline research and development projects

(d) Acquisition-related costs of $3,156



Table III

PERRIGO COMPANY

FY 2012 GUIDANCE AND FY 2011 EPS

RECONCILIATION OF NON-GAAP MEASURES

(unaudited)




Full Year


Fiscal 2012 Guidance*

FY12 reported diluted EPS from continuing operations range

$3.92 - $4.07

   Deal-related amortization (1)

0.52

   Charge associated with inventory step-up

0.18

   Charges associated with acquisition-related costs

0.06

   Earnings associated with sale of pipeline R&D projects

(0.03)

FY12 adjusted diluted EPS from continuing operations range

$4.65 - $4.80






Fiscal 2011*

FY11 reported diluted EPS from continuing operations

$3.64

   Deal-related amortization (1)

0.34

   Charges associated with acquisition-related costs

0.02

   Charges associated with restructuring

0.01

FY11 adjusted diluted EPS from continuing operations

$4.01



(1)  Amortization of acquired intangible assets related to business combinations and asset acquisitions



*All information based on continuing operations.






CONTACT: Arthur J. Shannon, Vice President, Investor Relations and Communication, +1-269-686-1709, ajshannon@perrigo.com; Bradley Joseph, Senior Manager, Investor Relations and Communication, +1-269-686-3373, bradley.joseph@perrigo.com