AGN Allergan plc

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): September 28, 2015

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 (see General Instruction A.2. below):

On September 28, 2015, Allergan plc issued a press release announcing its updated second-half 2015 continuing operations financial forecast.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or as otherwise subject to liability of that section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act.

(d) Exhibits

SIGNATURES

Pursuant to the requirements 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 99.1

NEWS RELEASE

Allergan Announces Updated Second-Half 2015 Continuing Operations Financial Forecast

- Continued Strong Execution Positions Company for Continued Growth in 2015 and Expanded Growth in 2016 and Beyond –

- Powerful Financial Profile and Strong Product Revenue Growth to Drive Long-Term Sustainable Performance —

DUBLIN, IRELAND – September 28, 2015 – Allergan plc (NYSE: AGN), a leading global pharmaceutical company, today announced its updated second-half 2015 continuing operations financial forecast. The forecast reflects adjustments for the upcoming expected discontinued operations as a result of the previously announced divestiture of its Global Generics business to Teva Pharmaceuticals. The Company intends to begin reporting its Global Generics business as discontinued operations with its third quarter 2015 results. The transaction with Teva is expected to close in the first quarter of 2016.

Continuing operations includes the U.S. Brands, U.S. Medical, International Brands and Anda distribution segments. For the second-half of 2015, Allergan expects to report non-GAAP continuing operations as follows:

Allergan’s continuing operations forecast for the second half of 2015 includes all of the company’s non-GAAP interest expense of approximately ~$750 million.

Following the close of the divestiture of the Generics business to Teva, New Allergan expects to have a powerful financial profile to drive continued long-term growth:

“New Allergan will have strong double-digit revenue growth and will be a development powerhouse stacked with 70 mid-to-late stage R&D projects to address customer and patient needs,” said Brent Saunders, CEO and President. “The New Allergan will be lean and nimble with an expanded margin profile driven by leading brands in seven therapeutic categories, a streamlined operating model with one of the most efficient SG&A as a percentage of sales in the industry, a non-GAAP tax rate of approximately 15 percent, and a simplified manufacturing network globally.”

“The continued robust performance of our overall business and strong mid-to-late stage pipeline puts Allergan in a strong position to meet our growth targets for the remainder of the year and over the long-term.”

For additional information please refer to our Investor FAQ here:

http://ir.allergan.com/phoenix.zhtml?c=65778&p=irol-investorfaqs

About Allergan

Allergan plc (NYSE: AGN), headquartered in Dublin, Ireland, is a unique, global pharmaceutical company and a leader in a new industry model – Growth Pharma. Allergan is focused on developing, manufacturing and commercializing innovative branded pharmaceuticals, high-quality generic and over-the-counter medicines and biologic products for patients around the world.

Allergan markets a portfolio of best-in-class products that provide valuable treatments for the central nervous system, eye care, medical aesthetics, gastroenterology, women’s health, urology, cardiovascular and anti-infective therapeutic categories, and operates the world’s third-largest global generics business, providing patients around the globe with increased access to affordable, high-quality medicines. Allergan is an industry leader in research and development, with one of the broadest development pipelines in the pharmaceutical industry and a leading position in the submission of generic product applications globally.

With commercial operations in approximately 100 countries, Allergan is committed to working with physicians, healthcare providers and patients to deliver innovative and meaningful treatments that help people around the world live longer, healthier lives.

For more information, visit Allergan’s website at www.allergan.com.

Forward-Looking Statements

Statements contained in this press release that refer to future events or other non-historical facts are forward-looking statements that reflect Allergan’s current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements. Actual results may differ materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business. These factors include, among others, the risks associated with acquisition transactions; the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan’s products; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (such periodic public filings having been filed under the “Allergan plc” or “Actavis plc” names) and from time to time in Allergan’s other investor communications . Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

The following table presents a reconciliation of expected adjusted earnings before interest and taxes (EBIT) for the six months ending December 31, 2015:

Table 1

ALLERGAN PLC

ADJUSTED EBIT, RECONCILIATION TABLE

(Unaudited; in millions)

The following table presents a reconciliation of expected adjusted earnings per share with expected GAAP earnings per share for the six months ending December 31, 2015:

Table 2

ALLERGAN PLC

NON GAAP EARNINGS, RECONCILIATION TABLE

(Unaudited; in millions except per share amounts)

1

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