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FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the year ended: December 31, 2004
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number 0-19725
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A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
L. Perrigo Company Profit-Sharing and Investment Plan
B. Name of the issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Perrigo Company
515 Eastern Avenue
Allegan, MI 49010
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
L. Perrigo Company Profit-Sharing and Investment Plan
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(Name of Plan)
Date: June 28, 2005 /s/ Douglas R. Schrank
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Douglas R. Schrank
Executive Vice President and Chief Financial Officer
Principal Accounting and Financial Officer
Perrigo Company
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L. PERRIGO COMPANY
PROFIT-SHARING AND
INVESTMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
L. PERRIGO COMPANY
PROFIT-SHARING AND
INVESTMENT PLAN
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FINANCIAL STATEMENTS AND SCHEDULE
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
CONTENTS
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INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits -
December 31, 2004 and 2003 4
Statements of Changes in Net Assets Available for Benefits -
Years Ended December 31, 2004 and 2003 5
Notes to Financial Statements 6-10
SUPPLEMENTAL SCHEDULE
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) -
December 31, 2004 11
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Perrigo Company
Allegan, Michigan
We have audited the accompanying statements of net assets available for benefits
of L. Perrigo Company Profit-Sharing and Investment Plan as of December 31, 2004
and 2003, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of L. Perrigo
Company Profit-Sharing and Investment Plan as of December 31, 2004 and 2003, and
the changes in net assets available for benefits for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets (held at end of
year) as of December 31, 2004 is presented for the purpose of additional
analysis and is not a required part of the basic financial statements, but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan Administrator. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements, and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
May 16, 2005
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, 2004 2003
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Investments, at fair value (Note 2)
Putnam Money Market Fund $ 10,821,661* $ 10,300,761*
Mutual funds:
Van Kampen Growth and Income Fund 21,871,835* 18,680,152*
Putnam Vista Fund 17,091,341* 14,991,112*
Dodge & Cox Balanced Fund 16,886,582* 14,056,722*
MSDW Institutional Small Company Growth Class B 14,129,279* 11,651,685*
Pimco Total Return Institutional 9,361,170* 7,923,630*
Neuberger Berman Genesis Trust 7,675,363* 5,647,039
Putnam International Equity Fund 7,067,512 5,579,970
ABN AMRO/Chicago Growth Fund 6,558,605 5,754,103
Harbor Capital Appreciation Fund 6,388,000 5,267,759
Calamos Growth Fund 2,007,929 246,008
Harbor International Fund 1,491,507 151,332
Common/collective trust:
Putnam S & P 500 Fund 10,338,285* 8,959,049*
Perrigo Company common stock 11,977,865* 10,719,158*
Participant loans 3,248,544 2,870,036
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Total investments 146,915,478 122,798,516
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Receivables
Participant contributions - 41,733
Employer contributions - 148,171
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Total receivables - 189,904
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NET ASSETS AVAILABLE FOR BENEFITS $ 146,915,478 $ 122,988,420
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See accompanying notes to financial statements.
* Represents 5% or more of net assets available for benefits.
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Year ended December 31, 2004 2003
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ADDITIONS
Contributions:
Participant $ 7,686,361 $ 6,904,658
Employer 8,391,486 6,944,982
Investment income:
Interest income from cash equivalents and
participant loans 196,639 224,447
Net gain from mutual funds 13,748,463 18,729,864
Net gain from common/collective trust 994,932 2,086,314
Net gain from Perrigo Company
common stock:
Net appreciation 1,061,142 2,412,402
Dividends 97,066 72,724
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Total additions 32,176,089 37,375,391
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DEDUCTIONS
Distribution of benefits to participants 8,236,968 7,921,970
Administrative fees 12,063 13,312
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Total deductions 8,249,031 7,935,282
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Net increase 23,927,058 29,440,109
NET ASSETS AVAILABLE FOR BENEFITS, beginning of year 122,988,420 93,548,311
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NET ASSETS AVAILABLE FOR BENEFITS, end of year $ 146,915,478 $ 122,988,420
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See accompanying notes to financial statements.
5
L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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1. PLAN DESCRIPTION The following description of the L. Perrigo Company
Profit-Sharing and Investment Plan (formerly the L.
Perrigo Investment Plan and Trust) (Plan) provides only
general information. Participants should refer to the
plan agreement or plan summary for a more complete
description of the Plan's provisions.
GENERAL
The Plan is a defined contribution plan in which
substantially all employees of L. Perrigo Company,
Perrigo Company of South Carolina, Perrigo Sales
Company, Perrigo Research and Development, Perrigo
Pharmaceuticals and Perrigo International, Inc.
(Company) are eligible to participate. The minimum term
of service for employees to participate in the Plan is
four consecutive months of service in which an employee
works at least 83 hours in each month. Plan entry dates
are at the beginning of each payroll period after the
minimum term requirements are satisfied. For employees
hired after December 31, 2002, the Plan has automatic
enrollment. Under this enrollment, 2% of participant's
compensation will automatically be deferred into the
Plan. The 2% automatic deferral amount is invested in
the Putnam Money Market Fund. The participant has the
option to withdraw from the Plan within 45 days after
participant eligibility is met, or choose to increase
the deferral percentage. The Plan is subject to the
provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Plan is administered by an
administrative committee (Committee).
CONTRIBUTIONS
A participant may contribute to the Plan annually an
amount not less than 1% and not more than 50% of his or
her compensation, up to the dollar limit set by the
federal government (for 2004, limit is $13,000).
Participants who are at least 50 years of age by the
end of a Plan year, may elect to make an additional
"catch up" contribution salary deferral for that Plan
year (for 2004, "catch up" limit is $3,000). The
Company has agreed to match employee contributions per
plan year at the rate of 100% of the first 2% of
employee
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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contributions and 50% of the next 2% of employee
contributions. The minimum term of service for
employees to be eligible for employer matching
contributions in the Plan is one year. Amounts credited
to a participant's investment account relating to
participant contributions and employer matching
contributions are 100% vested at all times. The Company
has the right under the Plan to discontinue such
contributions at any time.
The Company has agreed to voluntarily contribute such
amounts as determined by the board of directors of the
Company. The Employer's voluntary contribution is
allocated based on the ratio of the participant's
eligible compensation to aggregate participants'
eligible compensation for the year. Vesting of the
Employer's voluntary contribution begins at 33% when
two years of service are met and then increases at a
rate of 33% for each additional year of service until
100% is reached after four years.
Discretionary contributions in the amounts of
$5,404,979 and $4,019,395 were made by the Company in
2004 and 2003, respectively.
PARTICIPANT ACCOUNTS
Participants direct the investment of their
contributions, the employer matching contribution and
the Employer's voluntary contribution into various
investment options offered by the Plan. Currently, the
Plan offers mutual funds, a common/collective trust and
the Company's common stock as investment options for
plan participants.
PARTICIPANT LOANS
Participants may, with the consent of the Committee,
borrow an amount not to exceed the lesser of 50% of
their account balance or $50,000. The amount must be at
least $1,000. The loans are secured by an equivalent
amount in the remaining portion of the participant's
salary deferral contribution and rollover accounts. All
loans must be repaid within five years, except for
loans used to
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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acquire or rehabilitate a principal residence, which
must be repaid within ten years. Interest rates ranged
from 6.0% to 11.5% at December 31, 2004. The loans are
repaid ratably through payroll deductions. The interest
earned on participant loans is allocated to the
respective funds, in accordance with participant
elections.
WITHDRAWALS
A participant may elect to withdraw up to an amount
equal to the balance in the participant's elective
contribution account on the allocation date coinciding
with or immediately preceding the date of withdrawal,
provided the Committee determines that: (1) the purpose
of the withdrawal is to meet an immediate and heavy
financial need of the participant, (2) the amount of
the withdrawal does not exceed such financial need, (3)
the amount of the withdrawal is not reasonably
available from other resources of the participant, and
(4) all available plan loans have been taken. This
hardship withdrawal is subject to 10% federal income
tax penalty and the participant cannot make elective
deferrals for 6 months following the hardship
withdrawal.
A participant may also elect to make a similar
withdrawal, provided that participant has reached
fifty-nine and one half years of age, even if the
participant is still employed.
PAYMENT OF BENEFITS
Upon termination of service, a participant may elect to
receive either a lump-sum amount equal to the value of
the participant's vested account or annual
installments. Participants may also elect to transfer
their account balance into another qualified retirement
plan.
FORFEITURES
Forfeited unvested accounts in the amount of $67,768
and $29,503 in 2004 and 2003, respectively, were
reallocated to remaining plan participants. Forfeitures
are applied to participant accounts as an additional
employer discretionary contribution. No additional
forfeited amounts remained in the Plan at December 31,
2004.
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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2. SIGNIFICANT BASIS OF ACCOUNTING
ACCOUNTING
POLICIES The accompanying financial statements have been
prepared under the accrual method of accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity
with generally accepted accounting principles in the
United States of America requires management to make
estimates and assumptions that affect the reported
amounts of net assets and changes therein. Actual
results could differ from those estimates. The Plan
utilized various investment instruments, which are
exposed to various risks, such as interest rate,
credit, and overall market volatility. Due to the level
of risk associated with certain investment securities,
it is reasonably possible that changes in the values of
investment securities will occur in the near term and
that such changes could materially affect participant's
account balances and the amounts reported in the
financial statements.
RECLASSIFICATION
Certain prior year information has been reclassified to
conform to current year presentation.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in mutual funds and Perrigo Company common
stock are stated at fair value based on quoted market
prices. Common/ collective trust is stated at its fair
value as determined by the trustee/custodian based upon
quoted market prices of the underlying securities.
Participant loans are stated at cost, which
approximates fair value. Investment purchases and sales
are recorded on a trade-date basis. Interest is
recorded on an accrual basis.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
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3. ASSETS IN TRUST Under the terms of the trust agreement with Putnam
FUND Fiduciary Trust Company (Putnam), the custodian manages
the trust fund on behalf of the Plan. Putnam has
discretionary investment authority over the investments
held in each investment option made available to
participants, except for the investments in Perrigo
Company common stock.
4. RELATED PARTY Certain Plan investments throughout the year
TRANSACTIONS represented shares of various types of investments that
were managed by Putnam. These transactions qualify as
party-in-interest. Administrative fees paid by the Plan
to Putnam amounted to $12,063 and $13,312 in 2004 and
2003, respectively.
5. PLAN TERMINATION Although it has not expressed any intent to do so, the
Employer has the right to discontinue contributions at
any time and to terminate the Plan, subject to the
provisions of ERISA. In the event of termination, all
participants will become fully vested in their
accounts.
6. INCOME TAX The Plan obtained its latest determination letter on
STATUS October 3, 2002, in which the Internal Revenue Service
stated that the Plan was in compliance with the
applicable requirements of the Internal Revenue Code
(Code). The Plan has been amended since receiving the
determination letter. However, the Plan Administrator
and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance
with the applicable requirements of the Code.
Therefore, no provision for income taxes has been
included in the Plan's financial statements.
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L. PERRIGO COMPANY
PROFIT-SHARING AND INVESTMENT PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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EIN: 38-0920980
Plan Number: 003
December 31, 2004
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(c)
Description of Investment,
including Shares, Maturity
(b) Date, Rate of Interest, (e)
Identity of Issuer, Borrower, Lessor Collateral, Par or Maturity (d) Current
(a) or Similar Party Value Cost Value
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* Putnam Money Market Fund 10,821,661 shares ** $ 10,821,661
Mutual funds:
Van Kampen Growth and Income Fund 1,083,297 shares ** 21,871,835
* Putnam Vista Fund 1,799,088 shares ** 17,091,341
Dodge & Cox Balanced Fund 212,811 shares ** 16,886,582
MSDW Institutional Small Company
Growth Class B 1,175,481 shares ** 14,129,279
Pimco Total Return Institutional 877,335 shares ** 9,361,170
ABN AMRO/Chicago Growth Fund 283,431 shares ** 6,558,605
Neuberger Berman Genesis Trust 179,877 shares ** 7,675,363
* Putnam International Equity Fund 298,459 shares ** 7,067,512
Harbor Capital Appreciation Fund 222,811 shares ** 6,388,000
Calamos Growth Fund 37,900 shares ** 2,007,929
Harbor International Fund 34,930 shares ** 1,491,507
Common/collective trust:
* Putnam S & P 500 Fund 336,423 shares ** 10,338,285
* Perrigo Company common stock 693,565 shares 11,977,865
* Participant loans (6.0% to 11.5%) ** 3,248,544
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* A party-in-interest as defined by ERISA.
** The cost of participant-directed investments is not required to be disclosed.
11