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 10, 2006

PERRIGO COMPANY

(Exact name of registrant as specified in its charter)

MICHIGAN		0-19725		38-2799573
(State of other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification 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 7.01. Regulation FD Disclosure

On November 10, 2006, The Perrigo Company held its Annual Shareholders’ Meeting at the Perrigo Corporate Office, Allegan, Michigan.

The Annual Shareholders’ Meeting slides presented are Exhibit 99.

The slides include certain non-GAAP financial measures. The reconciliation of these measures is presented on the following page.

Certain statements in these slides 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 particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions or future events or performance contained in these slides are 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 the negative of those terms 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 July 1, 2006, 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 these slides 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.

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.

Table I
PERRIGO COMPANY
RECONCILIATION OF NON-GAAP MEASURES
(unaudited)

		Fiscal Year
		2001				2002				2003				2004				2005				2006
Reported net sales		$	763,085			$	835,063			$	834,100			$	898,204			$	1,024,098			$	1,366,821
PPA product discontinuation			12,500				—				—				—				—				—
Adjusted net sales		$	775,585			$	835,063			$	834,100			$	898,204			$	1,024,098			$	1,366,821
Reported gross profit		$	182,291			$	226,441			$	238,024			$	267,964			$	260,389			$	397,741
Inventory step-up			—				—				—				—				23,392				4,762
PPA product discontinuation			21,000				—				—				—				—				—
Adjusted gross profit		$	203,291			$	226,441			$	238,024			$	267,964			$	283,781			$	402,503
Reported operating income (loss)		$	36,465			$	80,933			$	85,178			$	102,896			$	(330,473	)		$	111,332
Inventory step-up			—				—				—				—				23,392				4,762
Settlements — Class action lawsuit / FTC			—				—				—				4,750				4,500				—
Perrigo operational improvements			—				—				—				—				3,150				—
Perrigo asset impairments			2,175				2,046				—				—				3,232				8,846
Write-off of in-process R&D			—				—				—				—				386,800				—
Acquisition costs			—				—				—				—				5,560				—
Unusual litigation			(995	)			(27,891	)			(3,128	)			—				—				—
Quifa restructuring and goodwill impairment			—				16,614				—				—				—				—
PPA product discontinuation			21,000				—				—				—				—				—
Adjusted operating income		$	58,645			$	71,702			$	82,050			$	107,646			$	96,161			$	124,940
Reported net income (loss)		$	24,414			$	44,790			$	54,048			$	80,567			$	(352,983	)		$	71,400
One time tax benefit			—				—				—				(13,100	)			—				—
Inventory step-up (1)			—				—				—				—				18,246				3,714
Settlements — Class action lawsuit / FTC (2) (4)			—				—				—				3,400				2,880				—
Perrigo operational improvements (2)			—				—				—				—				2,016				—
Perrigo asset impairments (2)			1,392				1,309				—				—				2,068				5,661
Write-off of in-process R&D (3)			—				—				—				—				386,800				—
Acquisition costs (2)			—				—				—				—				3,558				—
Unusual litigation (2)			(637	)			(17,850	)			(2,002	)			—				—				—
Quifa restructuring and goodwill impairment (3)			—				16,614				—				—				—				—
PPA product discontinuation (2)			13,440																				—
Gain on sale of equity method investment (5)			—				—				—				—				—				(2,939	)
Adjusted net income		$	38,609			$	44,863			$	52,046			$	70,867			$	62,586			$	77,837
Diluted earnings (loss) per share
Reported		$	0.33			$	0.60			$	0.76			$	1.11			$	(4.57	)		$	0.76
Adjusted		$	0.52			$	0.60			$	0.73			$	0.98			$	0.81			$	0.83
Diluted weighted average shares outstanding			74,087				74,606				71,158				72,289				77,313				94,105

ITEM 9.01. Financial Statements and Exhibits

(c) Exhibits

      99          Annual Shareholders’ Meeting Slides.

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.

Exhibit Index

Exhibit 99 — Annual Shareholders’ Meeting Slides, furnished solely pursuant to Item 7.01 of Form 8-K.