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 9.01.	Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

(b)	Pro Forma Financial Information.

(c)	Shell Company Transactions.

(d)	Exhibits.

---

---

•	Third quarter revenues of $746 million, a 14 percent increase from third quarter of 2014

•	Third quarter reported $3.84 diluted (GAAP) loss per share from continuing operations and $1.02 adjusted diluted EPS from continuing operations

•	U.S. Branded Pharmaceuticals third quarter revenue increase of 27 percent primarily attributable to the acquisition of Auxilium Pharmaceuticals

•	U.S. Generic Pharmaceuticals continues strong growth in third quarter with 15 percent revenue increase over third quarter 2014

•	International Pharmaceuticals third quarter results on-track and aligned with Company expectations

•	Affirms revenue and adjusted diluted EPS guidance from continuing operations for full year 2015 and EPS guidance for 2016

•	Company conducting portfolio optimization process to realign U.S. Branded resources toward long-term growth drivers

•	Third quarter GAAP results include pre-tax non-cash intangible and goodwill impairment charges

•	Revenues of $746 million, a 14 percent increase compared to third quarter 2014 revenues of $654 million, including new product revenue from 2014 and 2015 strategic M&A transactions.

•	Reported loss from continuing operations of $804 million compared to third quarter 2014 reported income from continuing operations of $49 million.

•	Reported diluted loss per share from continuing operations of $3.84 compared to third quarter 2014 reported diluted earnings per share from continuing operations of $0.31.

•	Adjusted income from continuing operations of $214 million, a 31 percent increase compared to third quarter 2014 adjusted income from continuing operations of $163 million.

•	Adjusted diluted earnings per share from continuing operations of $1.02 compared to third quarter 2014 adjusted diluted earnings per share from continuing operations of $1.03.

---

•	Revenues of $305 million, a 27 percent increase compared to third quarter 2014; this increase was primarily attributable to the strategic addition of Auxilium Pharmaceuticals.

•	Net sales of Lidoderm® decreased 29 percent compared to third quarter 2014; this decrease was attributable to lower brand demand due to generic competition and a new generic entrant in August 2015.

•	Net sales of Voltaren® Gel increased 5 percent compared to third quarter 2014; this increase was primarily attributable to increased volumes resulting from an increased sales and marketing emphasis on the product.

---

•	Net sales of $368 million, a 15 percent increase compared to third quarter 2014; this increase was attributable to underlying organic growth of the business, including new product launches, as well as growth from the addition of sales from our September 2015 acquisition of Par and our August 2014 acquisition of DAVA Pharmaceuticals.

•	Net sales of $73 million, primarily attributable to Paladin Labs and the Litha Group, which were acquired in February 2014, as well as sales from Grupo Farmaceutico Somar, acquired in July 2014.

•	Total revenue to be between $3.22 billion and $3.27 billion;

•	Reported (GAAP) diluted earnings per share (loss per share) from continuing operations to be between $(3.70) and $(3.60); and

•	Adjusted diluted EPS from continuing operations to be between $4.50 and $4.60.

---

•	Adjusted gross margin of approximately 64 percent;

•	Adjusted operating expenses as a percentage of revenues to be approximately 21.5 percent;

•	Adjusted interest expense of approximately $375 million;

•	Adjusted effective tax rate of between 9 percent and 10 percent; and

•	Adjusted diluted earnings per share from continuing operations assume full year adjusted diluted shares outstanding of approximately 201 million.

---

---

(1)

To exclude amortization of commercial intangible assets related to developed technology of $121,503, a fair value step-up in inventory of $38,461, certain excess manufacturing costs that will be eliminated pursuant to integration plans of $4,458, certain separation benefits and other costs incurred in connection with continued efforts to enhance the Company's operations of $906 and accruals for milestone payments to partners of $4,639.

(2)	To exclude certain separation benefits and other costs incurred in connection with continued efforts to enhance the Company's operations.

(3)	Primarily to exclude milestone payments to partners of $4,622.

(4)	To exclude asset impairment charges.

(5)	To exclude acquisition and integration costs of $52,585, primarily associated with the Par acquisition, offset by a decrease in the fair value of contingent consideration of $(80,273).

(6)	To exclude debt abandonment costs.

(7)	To exclude a net loss on extinguishment of debt in connection with debt refinancing activity.

(8)	To exclude unused financing commitments of $64,281, foreign currency impact related to the re-measurement of intercompany debt instruments of $(5,693), amounts associated with the settlement of certain pre-acquisition items associated with our Auxilium subsidiary of $(12,500) and other miscellaneous expense of $92.

(9)	Primarily to reflect the tax savings from acquired tax attributes and the effect of the pre-tax adjustments above at applicable rates. Additionally, included within this amount is an adjustment to exclude approximately $2,600 of tax benefit that was realized as part of the sale of the men's health component of our AMS business, which was listed as held for sale during the first quarter of 2015.

(10)	Primarily to exclude certain items related to the AMS businesses reported as Discontinued operations, net of tax.

---

(1)	To exclude amortization of commercial intangible assets related to developed technology of $55,367 and a fair value step-up in inventory of $17,364 and accruals for milestone payments to partners of $9,094.

(2)	To exclude certain separation benefits and other costs incurred in connection with continued efforts to enhance the company's operations of $7,559, a charge for an additional year of the branded prescription drug fee in accordance with IRS regulations issued in the third quarter of 2014 of $24,972 and an adjustment to the accrual for excise tax payments of $(1,000).

(3)	To exclude milestone payments to partners of $4,354 and adjustments to accruals for other costs incurred in connection with continued efforts to enhance the Company's operations of $(54).

(4)	To exclude the impact of certain net litigation charges.

(5)	To exclude acquisition and integration costs associated with the Somar, DAVA and other acquisitions.

(6)	To exclude additional non-cash interest expense.

(7)	To exclude the unamortized debt issuance costs written off and recorded as a net loss on extinguishment of debt in connection with various debt refinancing activity.

(8)	To exclude adjustments to the gain on sale of certain early-stage drug discovery and development assets of $(150), foreign currency impact related to the remeasurement of intercompany debt instruments of $(5,740) and other miscellaneous expense of $161.

(9)	Primarily to reflect the cash tax savings from acquired tax attributes and the tax effect of the pre-tax adjustments above at applicable tax rates.

(10)	To exclude certain items related to the AMS business, including litigation charges related to vaginal mesh cases, reported as Discontinued operations, net of tax.

(11)	To exclude the impact of the portion of certain of the above adjustments attributable to noncontrolling interests.

---

(1)	To exclude amortization of commercial intangible assets related to developed technology of $333,759, a fair value step-up in inventory of $122,714, certain excess manufacturing costs that will be eliminated pursuant to integration plans of $9,069, accruals for milestone payments to partners of $5,866 and other miscellaneous costs of $906.

(2)	To exclude certain separation benefits and other costs incurred in connection with continued efforts to enhance the Company's operations of $69,363 and a charge of $37,603 related to the acceleration of Auxilium employee equity awards at closing and costs associated with unused financing commitments of $800.

(3)	Primarily to exclude milestone payments to partners of $8,197.

(4)	To exclude the net impact of certain litigation charges.

(5)	To exclude asset impairment charges.

(6)	To exclude acquisition and integration costs of $134,778, primarily associated with the Auxilium and Par acquisitions, partially offset by a decrease in the fair value of contingent consideration of $(83,601).

(7)	To exclude non-cash interest expense of $1,632 and debt abandonment costs of $4,670.

(8)	To exclude a net loss on extinguishment of debt in connection with debt refinancing activity.

(9)	To exclude other than temporary impairment of equity investment of $18,869, the foreign currency impact related to the re-measurement of intercompany debt instruments of $(23,991), amounts associated with the settlement of certain pre-acquisition items associated with our Auxilium subsidiary of $(12,500), unused financing commitments of $78,352, and other miscellaneous income of $(755).

(10)	Primarily to reflect the tax savings from acquired tax attributes and the effect of the pre-tax adjustments above at applicable rates. Additionally, included within this amount is an adjustment to exclude approximately $161,800 of tax benefit that was realized as part of the sale of the men's health component of our AMS business, which was listed as held for sale during the first quarter of 2015.

---

(11)	Primarily to exclude certain items related to the AMS businesses, reported as Discontinued operations, net of tax, including impairment charges of $224,953 based on the estimated fair values of the underlying businesses being sold, less the costs to sell and litigation charges related to vaginal mesh cases.

---

(1)	To exclude amortization of commercial intangible assets related to developed technology of $147,798, a fair value step-up in inventory of $40,089 and accruals for milestone payments to partners of $9,249.

(2)

To exclude certain separation benefits and other costs incurred in connection with continued efforts to enhance the Company’s operations of $17,703, a charge for an additional year of the branded prescription drug fee in accordance with IRS regulations issued in the third quarter of 2014 of $24,972, accruals for excise tax payments of $54,300 and a charge of $10,000 related to the non-recoverability of certain non-trade receivables that did not relate to our core operating activities.

(3)	To exclude milestone payments to partners of $25,704 and adjustments to accruals for other costs incurred in connection with continued efforts to enhance the Company's operations of $(682).

(4)	To exclude the impact of certain net litigation charges.

(5)	To exclude acquisition and integration costs of associated with the Paladin, Boca, Somar, DAVA and other acquisitions.

(6)	To exclude additional non-cash interest expense.

(7)	To exclude the unamortized debt issuance costs written off and recorded as a net loss on extinguishment of debt in connection with various debt refinancing activity.

(8)	To exclude the net gain on sale of certain early-stage drug discovery and development assets of $(4,000), foreign currency impact related to the remeasurement of intercompany debt instruments of $(5,740) and other miscellaneous expense of $161.

(9)	Primarily to reflect the cash tax savings from acquired tax attributes and the tax effect of the pre-tax adjustments above at applicable tax rates.

(10)	To exclude certain items related to the AMS and Healthtronics businesses, including litigation charges related to vaginal mesh cases, reported as Discontinued operations, net of tax.

(11)	To exclude the impact of the portion of certain of the above adjustments attributable to noncontrolling interests.

---

•	Certain of the above amounts are based on estimates and there can be no assurance that Endo will achieve these results.

•	Includes all completed business development transactions as of November 5, 2015.

---

---

---

---

---