Filed Pursuant to Rule 425
of the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Filer: Perrigo Company
Subject Company: Elan Corporation, plc
Commission File No.: 001-13896
Filed Pursuant to Rule 425
of the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934, as amended
Filer: Perrigo Company
Subject Company: Elan Corporation, plc
Commission File No.: 001-13896
Perrigo
Quality Affordable Healthcare Products
Perrigo Fiscal 2013 Fourth Quarter and Year-End Conference Call
August 15, 2013
Consumer Healthcare
Nutritionals | Rx Pharmaceuticals Active Pharmaceutical Ingredients
Important Information For Investors And Shareholders
This document does not constitute an offer to sell, or an invitation to subscribe for or purchase or purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. New Perrigo will file with the SEC a registration statement on Form S-4, each of Perrigo and Elan will file with the SEC a proxy statement and each of New Perrigo, Perrigo and Elan Corporation, plc (“Elan”) will file with the SEC other documents with respect to the transactions contemplated by the Transaction Agreement. In addition, a definitive proxy statement will be mailed to shareholders of Perrigo and Elan. INVESTORS AND SECURITY HOLDERS OF PERRIGO AND ELAN ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement (when available) and other documents filed with the SEC by New Perrigo, Perrigo and Elan through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by New Perrigo and Perrigo will be available free of charge on Perrigo’s internet website at www.perrigo.com or by contacting Perrigo’s Investor Relations Department at +1-269-686-1709. Copies of the documents filed with the SEC by Elan will be available free of charge on Elan’s internet website at www.elan.com or by contacting Elan’s Investor Relations Department at +1-800-252-3526.
Perrigo, Elan, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the transactions contemplated by the Transaction Agreement, entered into by New Perrigo, Perrigo and Elan on July 28, 2013 (the “Transaction Agreement”). Information about the directors and executive officers of Elan is set forth in its Annual Report on Form 20-F for the fiscal year ended December 31, 2012, which was filed with the SEC on February 12, 2013, its Report on Form 6-K, which was filed with the SEC on February 28, 2013, its Report on Form 6-K, which was filed with the SEC on April 25, 2013 and its Report on Form 6-K, which was filed with the SEC on June 5, 2013. Information about the directors and executive officers of Perrigo is set forth in its Annual Report on Form 10-K for the fiscal year ended June 30, 2012, which was filed with the SEC on August 16, 2012, and its proxy statement for its 2012 annual meeting of stockholders, which was filed with the SEC on September 26, 2012. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
2 Quality Affordable Healthcare Products™
Forward – Looking Statements
This document includes certain ‘forward looking statements’ within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, strategy and plans of Perrigo, its expectations relating to the transactions contemplated by the Transaction Agreement and its future financial condition and performance, including estimated synergies. Statements that are not historical facts, including statements about Perrigo ‘s managements’ beliefs and expectations, are forward looking statements. Words such as ‘believes’, ‘anticipates’, ‘estimates’, ‘expects’, ‘intends’, ‘aims’, ‘potential’, ‘will’, ‘would’, ‘could’, ‘considered’, ‘likely’, ‘estimate’ and variations of these words and similar future or conditional expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. While Perrigo 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 Perrigo’s control. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from Perrigo’s current expectations depending upon a number of factors affecting Perrigo’s business, Elan’s business and risks associated with acquisition transactions. These factors include, among others, the inherent uncertainty associated with financial projections; restructuring in connection with, and successful close of, the transactions contemplated by the Transaction Agreement; subsequent integration of the transactions contemplated by the Transaction Agreement and the ability to recognize the anticipated synergies and benefits of the transactions contemplated by the Transaction Agreement; the receipt of required regulatory approvals for the transactions contemplated by the Transaction Agreement (including the approval of antitrust authorities necessary to complete the transactions contemplated by the Transaction Agreement); access to available financing (including financing for the transactions contemplated by the Transaction Agreement) on a timely basis and on reasonable terms; the risks and uncertainties normally incident to the pharmaceutical industry, including product liability claims and the availability of product liability insurance; market acceptance of and continued demand for Perrigo’s, and Elan’s products; changes in tax laws or interpretations that could increase Perrigo’s or the combined company’s consolidated tax liabilities; and such other risks and uncertainties detailed in Perrigo’s periodic public filings with the SEC, including but not limited to those discussed under “Risk Factors” in Perrigo’s Form 10-K for the fiscal year ended June 29, 2013, in Perrigo’s subsequent filings with the SEC and in other investor communications of Perrigo from time to time.
3 Quality Affordable Healthcare Products™
Statements Required by Irish Takeover Laws
The Perrigo directors accept responsibility for all the information contained in this communication. To the best of the knowledge and belief of the Perrigo directors (who have taken all reasonable care to ensure that such is the case), the information in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Persons interested in 1% or more of any relevant securities in Perrigo or Elan may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended).
Barclays, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Perrigo and no one else in connection with the matters described herein and will not be responsible to anyone other than Perrigo for providing the protections afforded to its clients or for providing advice in relation to the matters described in this announcement or any transaction or any other matters referred to herein.
Unless otherwise defined, capitalized items in slides 2 – 4 of this document have the meanings given to them in the announcement dated July 29, 2013 made by Perrigo pursuant to rule 2.5 of the Irish Takeover Rules.
4 Quality Affordable Healthcare Products™
Perrigo & Elan – A Premier Global Healthcare Company
Combines two great companies to create value for our respective shareholders, patients and customers
Creates industry-leading global healthcare company
Furthers platform for international expansion
Diversifies business and strengthens financial profile
Financially compelling
1 + 1 is at least 3…
End Structure
Perrigo Shareholders Elan Shareholders New Perrigo Shares 71%
New Perrigo Shares 29% New Perrigo Perrigo Elan
5 Quality Affordable Healthcare Products™
Combination Empowers Future Growth
Strengthened Financial Profile
Increased revenue and cash flow
Escalating royalty stream on Tysabri®—a blockbuster drug with a 19% 4-year CAGR
$1.9 billion in cash from Elan balance sheet
More Efficient Corporate Structure
Irish domicile to enhance international expansion platform
Tax rate to migrate from ~30% to high teens
Enables Growth Platform
Superior operating company with consistent cash flows
Ability to more successfully compete for M&A assets with global competitors
Scale and scope to continue building differentiated business domestically and internationally
After-tax operational synergies and tax savings
>$150 million annually
Including synergies, accretive to adjusted EPS(1)
+ at least $0.10 in FY’14
+ $0.70-$0.80 in FY’15
(1) The synergy and earning enhancement statement should not be construed as a profit forecast or interpreted to mean that New Perrigo’s earnings in the current or any subsequent financial period, would necessarily match or be greater than or be less than those of Perrigo and / or Elan for the relevant financial period or any other period.
Quality Affordable Healthcare Products™
6
Perrigo Consolidated – Q4 FY 2013 GAAP Financials
From Continuing Operations
Q4 2013 Q4 2012 % Change
($ in millions, except per share amounts) Y/Y
Net Sales $ 967 $ 832 16%
Cost of Sales 611 538 14%
Gross Profit 356 294 21%
Distribution 12 10 30%
R&D (1) 40 27 48%
SG&A (2) 124 96 28%
Operating Income $ 180 $ 161 12%
Income from Continuing Operations $ 118 $ 107 11%
Diluted EPS from Continuing Operations $ 1.25 $ 1.14 10%
Gross Margin
Q4 2013 Q4 2012 Change
36.8% 35.3% 150 bps
Operating Margin
Q4 2013 Q4 2012 Change
18.6% 19.3% (70) bps
(1) Includes write-off of in-process R&D of $9 million in FY13
(2) Includes restructuring charges of $3 million in FY13 and $2 million in FY12 Quality Affordable Healthcare Products™
7
Perrigo Consolidated – Q4 FY 2013 Adjusted Financials*
From Continuing Operations
Q4 2013 Q4 2012 % Change Change as a
($ in millions, except per share amounts) Y/Y % to sales
Net Sales $ 967 $ 832 16%
Adjusted Cost of Sales 587 524 12%
Adjusted Gross Profit 380 307 24% 240 bps
Distribution 12 10 30%
Adjusted R&D 31 26 18%
Adjusted SG&A 112 90 24%
Adjusted Operating Income $ 225 $ 182 24% 140 bps
Adjusted Income from Continuing Operations $ 148 $ 121 22% 80 bps
Adjusted Diluted EPS from Continuing Operations $ 1.57 $ 1.28 23%
Adjusted Gross Margin
Q4 2013 Q4 2012 Change
39.3% 36.9% 240 bps
Adjusted Operating Margin
Q4 2013 Q4 2012 Change
23.3% 21.9% 140 bps
Adj. Gr. Margin Q4’13-Q4’11
40% 39% 39.3% 38% 37% 36.9% 36% 35% 35.6% 34% 33% Q4 2013 Q4 2012 Q4 2011
Adj. Op. Margin Q4’13-Q4’11 24% 23% 23.3% 22% 21% 21.9%
20%
19% 19.5%
18%
17%
Q4 2013 Q4 2012 Q4 2011
*See attached financial schedule for reconciliation to GAAP numbers Quality Affordable Healthcare Products™
8
Perrigo Consolidated – FY 2013 Adjusted Financials*
From Continuing Operations
Change as
FY 2013 FY 2012 % Change a % to
($ in millions, except per share amounts) Y/Y sales**
Net Sales $ 3,540 $ 3,173 12%
Adjusted Cost of Sales 2,179 1,995 9%
Adjusted Gross Profit 1,361 1,178 16% 130 bps
Adjusted Operating Expenses 556 491 13%
Adjusted Operating Income $ 805 $ 687 17% 110 bps
Adjusted Income from Continuing Ops $ 530 $ 469 13% 20 bps
Adjusted Diluted EPS from Continuing Ops $ 5.61 $ 4.99 12%
Adjusted Gross Margin
FY 2013 FY 2012 Change**
38.5% 37.1% 130 bps
Adjusted Operating Margin
FY 2013 FY 2012 Change**
22.8% 21.6% 110 bps
*See attached financial schedule for reconciliation to GAAP numbers
9 **Adjusted margin changes as a % to sales may not calculate due to rounding Quality Affordable Healthcare Products™
Net Sales Performance by Segment – Adjusted Financials*
($ in millions) Q4 2013 Q4 2012 % Change Y/Y
Consolidated Perrigo $ 967 $ 832 16%
Adjusted Operating Income 225 182 24%
Consumer Healthcare 563 484 16%
Adjusted Operating Income 113 87 30%
Nutritionals 150 135 11%
Adjusted Operating Income 24 20 22%
Rx Pharmaceuticals 195 157 24%
Adjusted Operating Income 83 61 36%
API 41 38 6%
Adjusted Operating Income 11 18 (42%)
10*See attached financial schedule for reconciliation to GAAP numbers Quality Affordable Healthcare Products™
All Category Update – 52 Weeks
Store Brand National Brand Category
6.4% Total OTC 1.7%
3.3%
-3.6% 11.2% Diabetes
2.1%
5.5% Analgesics -0.6%
2.0%
6.3%
Cough, Cold, Allergy, Sinus 9.1%
8.2%
8.5% Gastrointestinal -7.3% -1.4%
4.0% Smoking Cessation -0.5%
2.1%
2.2%
Vitamins (*VMS) 8.0%
6.2%
7.5% Infant Formula 2.8%
3.0%
-10% -5% 0% 5% 10% 15%
*Vitamins, Minerals, and Supplements
11 Source: IRI 52 Week Data through June 30, 2013; FDMx Quality Affordable Healthcare Products™
Consumer Healthcare Segment – Adjusted Financials*
Q4 2013 Q4 2012 % Change Change as a
($ in millions) Y/Y % to sales**
Net Sales $ 563 $ 484 16%
Adjusted Cost of Sales 360 330 9%
Adjusted Gross Profit 202 154 31% 410 bps
Adjusted Operating Expenses 90 67 33%
Adjusted Operating Income $ 113 $ 87 30% 210 bps
Adjusted Gross Margin
Q4 2013 Q4 2012 Change**
36.0% 31.9% 410 bps
Adjusted Operating Margin
Q4 2013 Q4 2012 Change**
20.0% 18.0% 210 bps
Positive Impacts Negative Offsets
Animal Health Lower sales in GI and analgesics
Production efficiencies
New products
Gross margin flow- Higher DSG&A due to through Animal Health
*See attached financial schedule for reconciliation to GAAP numbers
12 **Adjusted margin changes as a % to sales may not calculate due to rounding Quality Affordable Healthcare Products™
Nutritionals Segment – Adjusted Financials*
Q4 2013 Q4 2012 % Change Change as a
($ in millions) Y/Y % to sales**
Net Sales $ 150 $ 135 11%
Adjusted Cost of Sales 106 95 12%
Adjusted Gross Profit 43 40 7% (90) bps
Adjusted Operating Expenses 19 20 (7%)
Adjusted Operating Income $ 24 $ 20 22% 150 bps
Positive Impacts Negative Offsets
Adjusted Gross Margin • Higher VMS sales
Q4 2013 Q4 2012 Change**
28.9% 29.7% (90) bps
Adjusted Operating Margin • Lower employee and
marketing related
Q4 2013 Q4 2012 Change** expenses
16.4% 14.9% 150 bps
*See attached financial schedule for reconciliation to GAAP numbers
13 **Adjusted margin changes as a % to sales may not calculate due to rounding Quality Affordable Healthcare Products™
Rx Segment – Adjusted Financials*
Q4 2013 Q4 2012 % Change Change as a
($ in millions) Y/Y % to sales
Net Sales $ 195 $ 157 24%
Adjusted Cost of Sales 86 76 13%
Adjusted Gross Profit 109 81 35% 440 bps
Adjusted Operating Expenses 26 20 30%
Adjusted Operating Income $ 83 $ 61 36% 380 bps
Positive Impacts Negative Offsets
Adjusted Gross Margin • Acquisitions
Q4 2013 Q4 2012 Change • Product mix
56.0% 51.6% 440 bps
Adjusted Operating Margin • Gross margin flow- • Rosemont
through
Q4 2013 Q4 2012 Change • Higher DSG&A in dollars
and as a percentage of
42.7% 38.9% 380 bps sales
14 *See attached financial schedule for reconciliation to GAAP numbers Quality Affordable Healthcare Products™
API Segment – Adjusted Financials*
Q4 2013 Q4 2012 % Change Change as a
($ in millions) Y/Y % to sales**
Net Sales $ 41 $ 38 6%
Adjusted Cost of Sales 22 12 77%
Adjusted Gross Profit 19 26 (27%) (2,110) bps
Operating Expenses 9 8 6%
Adjusted Operating Income $ 11 $ 18 (42%) (2,110) bps
Positive Impacts Negative Offsets
Adjusted Gross Margin • Conclusion of customer’s
180-day exclusivity on a
Q4 2013 Q4 2012 Change specific product
46.9% 68.1% (2,110) bps
Adjusted Operating Margin
Q4 2013 Q4 2012 Change
25.7% 46.8% (2,110) bps
*See attached financial schedule for reconciliation to GAAP numbers
15 **Adjusted margin changes as a % to sales may not calculate due to rounding Quality Affordable Healthcare Products™
Perrigo FY14 Segment Guidance*
FY 2014 Guidance
8/15/13 Conference
Call
CONSUMER HEALTHCARE
Revenue Growth Y/Y 10%— 14%
Adjusted Gross Margin % 33%— 37%
Adjusted Operating Margin % 18%— 22%
NUTRITIONALS
Revenue Growth Y/Y 8%—12%
Adjusted Gross Margin % 26%— 30%
Adjusted Operating Margin % 12%— 16%
RX PHARMACEUTICALS
Revenue Growth Y/Y 25%— 29%
Adjusted Gross Margin % 58%— 62%
Adjusted Operating Margin % 46%— 50%
API
Revenue Growth Y/Y 3%— 8%
Adjusted Gross Margin % 52%— 56%
Adjusted Operating Margin % 32%— 36%
Legend:
16 *See attached financial schedule for reconciliation to GAAP numbers Y/Y = Year over Year Quality Affordable Healthcare Products™
Perrigo FY14 Consolidated & EPS Guidance*
FY 2014 Guidance
8/15/13 Conference
Call
CONSOLIDATED PERRIGO
Revenue Growth Y/Y 12%— 16%
Adjusted Gross Margin % 38%— 42%
R&D as % to Net Sales ~3.5%
Adjusted DSG&A as % to Net Sales ~12.5%
Adjusted Operating Margin % 23%— 25%
Effective Tax Rate 30%— 32%
Adjusted Diluted EPS $6.35— $6.60
Y/Y Growth 13%— 18%
Y/Y Growth w/out Discrete Tax† 15%— 19%
Operating Cash Flow $650M— $700M
CAPEX $150M— $185M
† Implied Y/Y Growth Without Discrete Tax Items Reconciliation
FY 2013 FY 2014 Guidance
Adjusted Diluted EPS $5.61 $6.35—$6.60
Legend:
Less: Discrete Tax Items (0.08) Y/Y = Year over Year
Adjusted Diluted EPS, Excluding Discrete Tax Items $5.53 $6.35—$6.60 R&D = Research & Development Expense
DSG&A = Distribution, Selling, General &
Administrative Expense
Implied FY Y/Y Adjusted EPS Growth 13%— 18% CAPEX = Capital Expenditures
Implied FY Y/Y Adjusted EPS Growth, Excluding Discrete Tax Items 15%— 19%
17 *See attached financial schedule for reconciliation to GAAP numbers Quality Affordable Healthcare Products™
Corporate and Consumer Healthcare Growth – FY14 & Beyond
Publicly disclosed products
Across ALL segments, we expect to launch >75 new products, resulting in >$190M of revenue in FY 2014
Potential Rx to OTC switches
$10B in branded sales potential over the next 5 years
Consumer Healthcare FY14 Pipeline Highlights Branded Sales ($M) SB versions of select Mucinex® Family of products $160 Full year effect of Guaifenesin 600mg ER $135 SB version of Children’s Delsym® Liquid Suspension $100
SB version of Claritin® 24HR LiquidGel $35
18 Quality Affordable Healthcare Products™
Nutritionals Growth – FY14 & Beyond
Publicly disclosed products
Infant Formula SmarTubTM
Upgraded National Brand style package
Improved usage experience for parents/caregivers
Global Expansion
North American Formulas
Organic Toddler
Dual Prebiotics
Partially Hydrolyzed & Low Lactose (Compare to Similac Total Comfort)
Concentrates in Plastic Bottles
Extensively Hydrolyzed
Chinese Formulas
Ultra-Premium Stage 1, 2 & 3
CODEX Gold Formulas
Upgraded to include: prebiotics, lutein & DHA
Targeting: Latin America, Africa & Middle East
19 Nutritionals
Rx Growth – FY14 & Beyond
Publicly disclosed products
34 ANDAs Pending FDA approval
ANDAs represent $5B in branded sales
7 confirmed first-to-file ANDAs
3 first-to-file ANDAs have final approval with later certain launch dates
5 Paragraph IV litigations
Repaglinide Tablets (Prandin®)(Appeals Court victory)
Azelastine Nasal Spray (Astepro®)
Albuterol HFA Inhaler (Proair®)
Testosterone 1.62% Gel (Androgel®)
Testosterone 2% Topical Solution (Axiron®)
4 projects in clinical studies
Rx FY14 Pipeline Highlights Branded Launch
Sales ($M) Status
Generic equivalent to Derma-Smoothe/FS Oil & Lotion ~$25 Launched
Generic equivalent to Cutivate ~19 Launched
>2 Extended topicals >$200
>1 Oral solids >$200
>3 Liquids >$200
>8 products expected to launch in FY14 >$600
20 Pharmaceuticals
Rx Growth – FY14 & Beyond*
Leadership position in multiple technologies
Cobrek – topical foam technologies
Expected to be $0.04 accretive to adjusted EPS in FY13
Rosemont – oral liquid technologies
Expected to be $0.24 accretive to adjusted EPS in first 12-months post-February 11, 2013 close
Fera – ophthalmic technologies
Expected to be $0.12 accretive to adjusted EPS in FY14
*All expected adjusted EPS accretion data as of date of announcement Pharmaceuticals
21
Perrigo – Poised for Continued Growth
Movement from National Brand to Store Brand
Rx to OTC Switches
New Animal Health Store Brand Offering
Infant Formula Conversion to New Containers Continuing Strong Rx Performance Acquisition of Elan
22 Quality Affordable Healthcare Products™
Questions
Appendix
23 Quality Affordable Healthcare Products™
Table I
Table I PERRIGO COMPANY
RECONCILIATION OF NON-GAAP MEASURES
(in millions, except per share amounts)
(unaudited)
Three Months Ended
Consolidated June 29, 2013 June 30, 2012 % Change
Non-GAAP Non-GAAP As
GAAP* Adjustments* As Adjusted* GAAP* Adjustments* As Adjusted* GAAP Adj.
Net sales $ 967.2 $ — $ 967.2 $ 831.8 $ — $ 831.8 16% 16%
Cost of sales 611.0 23.9 (a,b) 587.1 537.9 13.4 (a) 524.5 14% 12%
Gross profit 356.2 23.9 380.1 293.9 13.4 307.3 21% 24%
Operating expenses
Distribution 12.5 — 12.5 9.6 — 9.6 30% 30%
Research and development 30.9 — 30.9 27.0 0.8 (f ) 26.3 14% 18%
Selling and administration 120.8 9.3 (a,c) 111.5 94.6 5.0 (a) 89.6 28% 24%
Write-off of in-process research and development 9.0 9.0 (d) — — — — — -
Restructuring 2.9 2.9 (e) — 1.7 1.7 (g) — 73% -
Total operating expenses 176.1 21.2 154.9 132.9 7.5 125.5 32% 23%
Operating income 180.1 45.1 225.2 160.9 20.9 181.8 12% 24%
Interest, net 18.6 — 18.6 15.9 — 15.9 17% 17%
Other expense, net 0.1 — 0.1 0.7 — 0.7 -90% -90%
Pre-tax income from cont. ops. 161.4 45.1 206.6 144.3 20.9 165.2 12% 25%
Income tax expense 43.0 15.5 (m) 58.5 37.3 7.0 (m) 44.3 15% 32%
Income from continuing operations $ 118.5 $ 29.6 $ 148.1 $ 107.1 $ 13.9 $ 120.9 11% 22%
Diluted EPS from cont. ops. $ 1.25 $ 1.57 $ 1.14 $ 1.28 10% 23%
Diluted weighted average shares outstanding 94.6 94.6 94.3 94.3
Effective tax rate 26.6% 28.3% 25.8% 26.8%
Gross margin 36.8% 39.3% 35.3% 36.9%
Operating margin 18.6% 23.3% 19.3% 21.9%
* Amounts may not sum or cross-foot due to rounding
(a) Acquisition-related amortization (h) Inventory step-ups of $10.8 million
(b) Inventory step-up of $1.2 million (i) Acquisition and other integration-related costs of $9.5 million
(c) Acquisition and other integration-related costs of $3.0 million (j) Inventory step-up of $27.2 million
(d) Write-off of in-process R&D related to the Paddock acquisition (k ) Proceeds from sale of pipeline development projects of $3.5 million
(e) Restructuring charges related to Velcera (l) Acquisition and severance costs of $9.4 million
(f) Net charge related to acquired R&D and proceeds from the sale of IPR&D projects (m) Total tax effect for non-GAAP pre-tax adjustments
(g) Restructuring charges related to Florida
24 Quality Affordable Healthcare Products™
Table I
Table I PERRIGO COMPANY
RECONCILIATION OF NON-GAAP MEASURES
(Continued) (in millions, except per share amounts)
(unaudited)
Fiscal Year Ended
Consolidated June 29, 2013 June 30, 2012 % Change
Non-GAAP Non-GAAP As
GAAP* Adjustments* As Adjusted* GAAP* Adjustments* As Adjusted* GAAP Adj.
Net sales $ 3,539.8 $ — $ 3,539.8 $ 3,173.2 $ — $ 3,173.2 12% 12%
Cost of sales 2,259.8 81.1 (a,h) 2,178.7 2,077.7 82.2 (a,j) 1,995.4 9% 9%
Gross profit 1,280.0 81.1 1,361.1 1,095.6 82.2 1,177.8 17% 16%
Operating expenses
Distribution 47.5 — 47.5 39.1 — 39.1 21% 21%
Research and development 115.2 — 115.2 105.8 (2.8) (f ,k) 108.5 9% 6%
Selling and administration 426.3 33.2 (a,i) 393.1 372.7 29.1 (a,l) 343.6 14% 14%
Write-off of in-process research and deve 9.0 9.0 (d) — — — — — -
Restructuring 2.9 2.9 (e) — 8.8 8.8 (g) — -67% -
Total operating expenses 600.9 45.1 555.8 526.4 35.1 491.3 14% 13%
Operating income 679.1 126.2 805.3 569.2 117.4 686.6 19% 17%
Interest, net 65.8 — 65.8 60.7 — 60.7 8% 8%
Other expense (income), net 0.9 — 0.9 (3.5) — (3.5) — -
Losses on sales of investments 4.7 4.7 — — — — — -
Pre-tax income from cont. ops. 607.7 130.9 738.6 512.0 117.4 629.3 19% 17%
Income tax expense 165.8 43.1 (m) 208.9 119.0 41.0 (m) 160.0 39% 31%
Income from continuing operations $ 441.9 $ 87.8 $ 529.7 $ 393.0 $ 76.4 $ 469.4 12% 13%
Diluted EPS from cont. ops. $ 4.68 $ 5.61 $ 4.18 $ 4.99 12% 12%
Diluted weighted average shares outstanding 94.5 94.5 94.1 94.1
Effective tax rate 27.3% 28.3% 23.2% 25.4%
Gross margin 36.2% 38.5% 34.5% 37.1%
Operating margin 19.2% 22.8% 17.9% 21.6%
* Amounts may not sum or cross-foot due to rounding
(a) Acquisition-related amortization (h) Inventory step-ups of $10.8 million
(b) Inventory step-up of $1.2 million (i) Acquisition and other integration-related costs of $9.5 million
(c) Acquisition and other integration-related costs of $3.0 million (j) Inventory step-up of $27.2 million
(d) Write-off of in-process R&D related to the Paddock acquisition (k ) Proceeds from sale of pipeline development projects of $3.5 million
(e) Restructuring charges related to Velcera (l) Acquisition and severance costs of $9.4 million
(f) Net charge related to acquired R&D and proceeds from the sale of IPR&D projects (m) Total tax effect for non-GAAP pre-tax adjustments
(g) Restructuring charges related to Florida
25 Quality Affordable Healthcare Products™
Table II
Table II PERRIGO COMPANY
REPORTABLE SEGMENTS
RECONCILIATION OF NON-GAAP MEASURES
(in millions)
(unaudited)
Three Months Ended
Consumer Healthcare June 29, 2013 June 30, 2012 % Change
Non-GAAP Non-GAAP As
GAAP* Adjustments* As Adjusted* GAAP* Adjustments* As Adjusted* GAAP Adj.
Net sales $ 562.5 $ — $ 562.5 $ 484.0 $ — $ 484.0 16% 16%
Cost of sales 363.4 3.2 (a) 360.2 330.8 1.0 (a) 329.8 10% 9%
Gross profit 199.1 3.2 202.3 153.2 1.0 154.2 30% 31%
Operating expenses 97.2 7.6 (a,b) 89.6 68.7 1.4 (a) 67.3 41% 33%
Operating income $ 101.9 $ 10.8 $ 112.7 $ 84.5 $ 2.4 $ 86.9 21% 30%
Gross margin 35.4% 36.0% 31.6% 31.9%
Operating margin 18.1% 20.0% 17.5% 18.0%
Three Months Ended
Nutritionals June 29, 2013 June 30, 2012 % Change
Non-GAAP Non-GAAP As
GAAP* Adjustments* As Adjusted* GAAP* Adjustments* As Adjusted* GAAP Adj.
Net sales $ 149.7 $ — $ 149.7 $ 135.3 $ — $ 135.3 11% 11%
Cost of sales 109.5 3.1 (a) 106.5 98.1 3.0 (a) 95.1 12% 12%
Gross profit 40.1 3.1 43.2 37.2 3.0 40.2 8% 7%
Operating expenses 23.0 4.3 (a) 18.7 25.4 5.3 (a,c) 20.1 -10% -7%
Operating income $ 17.2 $ 7.3 $ 24.5 $ 11.8 $ 8.3 $ 20.1 45% 22%
Gross margin 26.8% 28.9% 27.5% 29.7%
Operating margin 11.5% 16.4% 8.7% 14.9%
* Amounts may not sum or cross-foot due to rounding
(a) Acquisition-related amortization
(b) Restructuring and other integration-related charges of $5.6 million related to Velcera
(c) Restructuring charges of $1.7 million related to Florida
(d) Write-off of in-process R&D of $9.0 million related to the Paddock acquisition
(e) Net charge related to acquired R&D and proceeds from the sale of IPR&D projects
26 Quality Affordable Healthcare Products™
Table II
Table II PERRIGO COMPANY
REPORTABLE SEGMENTS
RECONCILIATION OF NON-GAAP MEASURES
(Continued) (in millions)
(unaudited)
Three Months Ended
Rx Pharmaceuticals June 29, 2013 June 30, 2012 % Change
Non-GAAP Non-GAAP As
GAAP* Adjustments* As Adjusted* GAAP* Adjustments* As Adjusted* GAAP Adj.
Net sales $ 194.7 $ — $ 194.7 $ 157.0 $ — $ 157.0 24% 24%
Cost of sales 102.4 16.7 (a) 85.7 84.5 8.5 (a) 76.0 21% 13%
Gross profit 92.3 16.7 109.0 72.5 8.5 81.0 27% 35%
Operating expenses 35.1 9.1 (a,d) 25.9 20.7 0.8 (e) 19.9 70% 30%
Operating income $ 57.2 $ 25.8 $ 83.0 $ 51.8 $ 9.3 $ 61.1 10% 36%
Gross margin 47.4% 56.0% 46.2% 51.6%
Operating margin 29.4% 42.7% 33.0% 38.9%
Three Months Ended
API June 29, 2013 June 30, 2012 % Change
Non-GAAP Non-GAAP As
GAAP* Adjustments* As Adjusted* GAAP* Adjustments* As Adjusted* GAAP Adj.
Net sales $ 40.9 $ — $ 40.9 $ 38.4 $ — $ 38.4 6% 6%
Cost of sales 22.2 0.5 (a) 21.7 12.8 0.5 (a) 12.3 74% 77%
Gross profit 18.7 0.5 19.2 25.7 0.5 26.2 -27% -27%
Operating expenses 8.7 — 8.7 8.2 — 8.2 6% 6%
Operating income $ 10.0 $ 0.5 $ 10.5 $ 17.5 $ 0.5 $ 18.0 -43% -42%
Gross margin 45.7% 46.9% 66.8% 68.1%
Operating margin 24.5% 25.7% 45.6% 46.8%
* Amounts may not sum or cross-foot due to rounding
(a) Acquisition-related amortization
(b) Restructuring and other integration-related charges of $5.6 million related to Velcera
(c) Restructuring charges of $1.7 million related to Florida
(d) Write-off of in-process R&D of $9.0 million related to the Paddock acquisition
(e) Net charge related to acquired R&D and proceeds from the sale of IPR&D projects
27 Quality Affordable Healthcare Products™
Table III
Table III PERRIGO COMPANY
FY 2014 GUIDANCE AND FY 2013 EPS
RECONCILIATION OF NON-GAAP MEASURES
(unaudited)
Fiscal 2014 Guidance
FY14 reported diluted EPS range (1) $5.51—$5.76
Acquisition-related amortization (1,2) 0.84
FY14 adjusted diluted EPS range (1) $6.35—$6.60
Fiscal 2013
FY13 reported diluted EPS $4.68
Acquisition-related amortization (2) 0.668
Charges associated with inventory step-ups 0.077
Charges associated with acquisition, severance and other integration-related costs 0.061
Charge associated with write-off of in-process R&D 0.059
Losses on sales of investments 0.047
Charge associated with restructuring 0.018
FY13 adjusted diluted EPS $5.61
(1) Does not include any estimate related to the Elan transaction.
(2) Amortization of acquired intangible assets related to business combinations and asset acquisitions.
28 Quality Affordable Healthcare Products™
Table IV
Table IV PERRIGO COMPANY
FY 2014 GUIDANCE
RECONCILIATION OF NON-GAAP MEASURES
(unaudited)
Fiscal 2014 Guidance
Consolidated
Reported consolidated gross margin range (1) 35.7% —39.7%
Acquisition-related amortization (1,2) 2.3%
Adjusted consolidated gross margin range (1) 38% —42%
Reported distribution, sales, general and administrative expense as % of net sales (1) 13.1%
Acquisition-related amortization (1,2) -0.6%
Adjusted distribution, sales, general and administrative expense as % of net sales (1) 12.5%
Reported consolidated operating margin range (1) 20.1% —22.1%
Acquisition-related amortization (1,2) 2.9%
Adjusted consolidated operating margin range (1) 23% —25%
Consumer Healthcare
Reported gross margin range 32.4% —36.4%
Acquisition-related amortization (2) 0.6%
Adjusted gross margin range 33% —37%
Reported operating margin range 17.1% —21.1%
Acquisition-related amortization (2) 0.9%
Adjusted operating margin range 18% —22%
(1) Does not include any estimate related to the Elan transaction.
(2) Amortization of acquired intangible assets related to business combinations and asset acquisitions.
29 Quality Affordable Healthcare Products™
Table IV
Table IV PERRIGO COMPANY
FY 2014 GUIDANCE
(Continued) RECONCILIATION OF NON-GAAP MEASURES
(unaudited)
Fiscal 2014 Guidance
Nutritionals
Reported gross margin range 23.8% —27.8%
Acquisition-related amortization (2) 2.2%
Adjusted gross margin range 26% —30%
Reported operating margin range 6.8%—10.8%
Acquisition-related amortization (2) 5.2%
Adjusted operating margin range 12% —16%
Rx Pharmaceuticals
Reported gross margin range 50.9% —54.9%
Acquisition-related amortization (2) 7.1%
Adjusted gross margin range 58% —62%
Reported operating margin range 38.9% —42.9%
Acquisition-related amortization (2) 7.1%
Adjusted operating margin range 46% —50%
API
Reported gross margin range 50.9% —54.9%
Acquisition-related amortization (2) 1.1%
Adjusted gross margin range 52% —56%
Reported operating margin range 30.9% —34.9%
Acquisition-related amortization (2) 1.1%
Adjusted operating margin range 32% —36%
(1) Does not include any estimate related to the Elan transaction.
(2) Amortization of acquired intangible assets related to business combinations and asset acquisitions.
30 Quality Affordable Healthcare Products™
Table V
Table V PERRIGO COMPANY
RECONCILIATION OF NON-GAAP MEASURES
(in millions)
(unaudited)
6/29/2013*
Total debt $ 1,974.1 Consolidated Q4 FY11*
Less: Cash and cash equivalents (779.9) Net sales $ 704.6
Total net debt 1,194.2
Total shareholders’ equity 2,332.6 Reported gross profit $ 242.3
Total capital $ 3,526.7 Acquisition-related amortization (1) 8.4
Adjusted gross profit $ 250.7
Net debt to total capital ratio 33.9%
Adjusted gross margin 35.6%
Nutritionals Q3 FY13* Reported operating income $ 123.3
Net sales $ 133.3 Acquisition-related amortization (1) 12.4
Restructuring 1.0
Reported gross profit $ 31.0 Acquisition costs 0.8
Acquisition-related amortization (1) 3.1 Adjusted operating income $ 137.6
Adjusted gross profit $ 34.0 Adjusted operating margin 19.5%
Adjusted gross margin 25.5%
* Amounts may not sum due to rounding
Reported operating income $ 7.0 (1) Amortization of acquired intangible assets related to business
Acquisition-related amortization (1) 7.3 combinations and asset acquisitions
Adjusted operating income $ 14.3
Adjusted operating margin 10.7%
31 Quality Affordable Healthcare Products™
Table VI
Table VI PERRIGO COMPANY
RECONCILIATION OF NON-GAAP MEASURES
(in millions)
(unaudited)
Fiscal Year Ended Change
Consolidated June 29, 2013* June 30, 2012 %
Net sales, as reported $ 3,539.8 $ 3,173.2 12%
Less: FY13 acquisitions (1) (147.3) — -
Less: FY12 acquisitions (2) (37.3) — -
Net sales, organic $ 3,355.1 $ 3,173.2 6%
* Amounts may not sum due to rounding
(1) Net sales from the acquisitions of Sergeant’s Pet Care Products, Inc., Rosemont Pharmaceuticals Ltd.,
Velcera, Inc. and Fera Pharmaceuticals LLC, which were acquired on Oct. 1, 2012, Feb . 11, 2013, April 1,
2013 and June 17, 2013, respectively.
(2) Net sales from the acquisitions of Paddock Laboratories, Inc. and CanAm Care LLC, which were acquired
on July 26, 2011 and Jan. 6, 2012, respectively.
32 Quality Affordable Healthcare Products™
Table VII
Table VII PERRIGO COMPANY
RECONCILIATION OF NON-GAAP MEASURES
(unaudited)
Cobrek
Fiscal 2013 Guidance
FY13 Cobrek accretion—reported diluted EPS $0.01
Deal-related amortization (1) 0.02
Charge associated with severance costs 0.01
FY13 Cobrek accretion—adjusted diluted EPS $0.04
First 12 Months Accretion
Post-Closing Rosemont
Rosemont accretion first 12 months post-close—reported diluted EPS $0.09
Acquisition-related amortization (1) 0.11
Charge associated with inventory step-up 0.02
Charges associated with acquisition costs 0.01
Rosemont accretion first 12 months post-close—adjusted diluted EPS $0.24
Fera
Fiscal 2014 Guidance
FY14 Fera accretion—reported diluted EPS $0.07
Acquisition-related amortization (1) 0.05
FY14 Fera accretion—adjusted diluted EPS $0.12
(1) Amortization of acquired intangible assets related to business combinations and asset acquisitions.
33 Quality Affordable Healthcare Products™