UNITED STATES SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Check the appropriate box:

June 9, 2016 at 8:00 a.m. local time

Endo International plc

First Floor● Minerva House● Simmonscourt Road● Ballsbridge● Dublin 4, Ireland

endo.com

						Endo International plc is a global specialty pharmaceutical company focused on improving 33 Fitzwilliam Square Dublin 2the lives of patients while creating value.
								endo.com

Dear Fellow Endo International plc Shareholder:

It is my pleasure to invite you to the Annual General Meeting of Shareholders of Endo International plc (the Company), which will be held on June 10, 20149, 2016 at 10:8:00 a.m., local time, at The Westbury Hotel, Grafton Street,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2,4, Ireland.

At the meeting, we will be electing by separate resolutions nine members of our Board of Directors, voting to approve the selection of Deloitte & TouchePricewaterhouseCoopers LLP as our independent auditor and to authorize the audit committeeAudit Committee of the Board of Directors to determine the auditors’ remuneration, conducting an advisory vote on the compensation of our named executive officers, voting to approve the amendment of the Company’s Memorandum of Association, voting to approve the amendment of the Company’s Articles of Association and voting to approve the Amended and Restated Employeeamendment of the Company’s 2015 Stock PurchaseIncentive Plan. During the Annual General Meeting, we will also review the Company’s 2015 Irish statutory financial statements. In addition to these formal items of business, we will report on our Company’s performance.

We look forward to seeing you at the Annual General Meeting should you be able to attend.

Your vote is important. Whether you plan to attend the meeting or not, we encourage you to read this Proxy Statement and vote your shares. Please vote by promptly completing and returning your proxy by internet, by mail or by attending the Annual General Meeting and voting in person by ballot. You may revoke your proxy at any time before it is exercised as explained in this Proxy Statement.

Thank you for your continued interest in Endo.

Very truly yours,

RAJIV DE SILVA

President and Chief Executive Officer

RAJIV DE SILVA

President and Chief Executive Officer

Dublin, Ireland

April 29, 201428, 2016

Endo International plc,

Registered Office: 33 Fitzwilliam Square,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2.4, Ireland

Registered in Ireland: number – number—534814

Directors: Roger Hartley Kimmel (USA), Rajiv Kanishka Liyanaarchchie De Silva (USA), John Joseph Delucca (USA)Shane Martin Cooke (Ireland),

Arthur Joseph Higgins (USA), Nancy June Hutson (USA), Michael Hyatt (USA), William Patrick Montague (USA),

Jill Deborah Smith (USA), William Frederick Spengler (USA).

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 20149, 2016

8:00 a.m., Local Time

First Floor, Minerva House,

Simmonscourt Road, Ballsbridge, Dublin 4, Ireland

Notice is hereby given that the 20142016 Annual General Meeting of Shareholders (the Annual Meeting) of Endo International plc, an Irish public limited company, will be held on June 10, 20149, 2016 at 10:8:00 a.m., local time, at The Westbury Hotel, Grafton Street,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2,4, Ireland.

The purposes of the meeting are:

These proposals, other than proposals (4) and (5), are ordinary resolutions requiring a simple majority of the votes cast at the meeting. ForProposals (4) and (5) are special resolutions requiring the purposesapproval of 75% of the Company’s Articles of Association, Proposals 1 and 2 are deemed to be ordinary business and Proposals 3 and 4 are deemed to be special business.votes cast at the meeting. All proposals are more fully described in this proxy statement.

The Company’s Irish statutory financial statements for the fiscal year ended December 31, 2015, including the reports of the directors and auditors thereon, will be presented at the Annual Meeting. There is no requirement under Irish law that such statements be approved by the shareholders, and no such approval will be sought at the Annual Meeting. The Annual Meeting will also include a review by the members of the Company’s affairs.

Only shareholders of record at the close of business on April 15, 201414, 2016 are entitled to notice of and to vote at the 20142016 Annual Meeting and any adjournment thereof.

This year, we have elected to furnish proxy materials to our shareholders electronically so that we can both provide our shareholders with the information they need and also reduce our costs of printing and delivery and the environmental impact of our Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Please vote by promptly completing and returning your proxy by internet, by mail or by attending the Annual Meeting and voting in person by ballot, so that

whether you intend to be present at the Annual Meeting or not, your shares can be voted. Returning your proxy will not limit your rights to attend or vote at the Annual Meeting.

If you are a shareholder who is entitled to attend and vote, then you are entitled to appoint a proxy or proxies to attend and vote on your behalf. A proxy is not required to be a shareholder in the Company. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please specify the name(s) and address of such person(s) in the proxy card.

By order of the Board of Directors,

CAROLINE B. MANOGUE

Executive Vice President, Chief Legal Officer & Company Secretary

In addition to the above notice of the Annual General Meeting, the Board would like to draw your attention to the following notice concerning a proposed change to the Financial Reporting Standards used in the preparation of the financial statements of the ultimate holding company, Endo International plc.

Adoption of New Financial Reporting Standards

The Company prepares its stand-alone parent entity Irish statutory financial statements consistent with Irish generally accepted accounting principles (Irish GAAP). During the year ending December 31, 2015, Endo International plc adopted FRS 102 “The Financial Reporting Standard Applicable in the UK and Republic of Ireland”.

By order of the Board of Directors,

Orla Dunlea

Company Secretary

Dublin, Ireland

April 29, 201428, 2016

Endo International plc

Registered Office: 33 Fitzwilliam Square,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2.4, Ireland

Registered in Ireland: number – number—534814

Directors: Roger Hartley Kimmel (USA), Rajiv Kanishka Liyanaarchchie De Silva (USA), John Joseph Delucca (USA)Shane Martin Cooke (Ireland), Arthur Joseph Higgins (USA), Nancy June Hutson (USA), Michael Hyatt (USA), William Patrick Montague (USA), Jill Deborah Smith (USA), William Frederick Spengler (USA).

Proxy Statement for 20142016 Annual General Meeting

of Shareholders

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you execute your proxy but do not give voting instructions, the shares represented by that proxy will be voted FOR each of the nominees for election as director, FOR the approval of the appointment of Deloitte & TouchePricewaterhouseCoopers as the Company’s independent auditors for the year ending December 31, 20142016 and to authorize the Audit Committee of the Board of Directors to determine the auditors’ remuneration, FOR the approval, on an advisory basis, of the compensation to be paid to Endo’s named executive officers, FOR the approval of the amendment of the Company’s Memorandum of Association, FOR the approval of the amendment of the Company’s Articles of Association and FOR the approval of the ESPP.amendment of the Company’s 2015 Stock Incentive Plan.

Endo’s Proxy Statement and other investor information are available on our Company’s website atwww.endo.com, under “Investors”. You can also access the Investor page of our website by scanning the QR code to the right with your smartphone.

You are entitled to cast one vote for each ordinary share of Endo you own on the record date. Provided that a quorum is present, (1) in order for a nominee to be elected as a director, (2) the approval of the appointment of the Company’s independent auditor and the authorization of the Audit Committee of the Board of Directors to fix the Auditors’auditors’ remuneration (3) the approval, on an advisory basis, of the compensation to be paid to Endo’s named executive officers and (4) the approval of the ESPPamendment of the Company’s 2015 Stock Incentive Plan will each require the majority of the votes cast at the Annual Meeting in person or by proxy. Provided that a quorum is present, (1) the approval of the amendment of the Company’s Memorandum of Association and (2) the approval of the amendment of the Company’s Articles of Association will each require 75% of the votes cast at the Annual Meeting in person or by proxy.

The presence of the holders of a majority of the issued ordinary shares as of the record date entitled to vote at the Annual Meeting, present in person or represented by proxy, is necessary to constitute a quorum. Shares represented by a proxy marked “abstain” on any matter will be considered present at the Annual Meeting for purposes of determining a quorum. Abstentions will not be considered votes cast at the Annual Meeting. The practical effect of this is that abstentions are not voted in respect of these proposals. Shares represented by a proxy as to which there is a “broker non-vote” (for example, where a broker does not have the discretionary authority to vote the shares), will be considered present for the Annual Meeting for purposes of determining a quorum, and will not have any effect on the outcome of voting on the proposals.

All ordinary shares that have been properly voted and not revoked, will be voted at the Annual Meeting in accordance with your instructions. If you execute the proxy but do not give voting instructions, the ordinary shares represented by that proxy will be voted FOR each of the nominees for election as director, FOR the approval of the appointment of Deloitte & TouchePricewaterhouseCoopers as the Company’s independent auditors for the year ending December 31, 20142016 and to authorize the audit committee of the Board of Directors to determine the auditors’ remuneration, FOR the approval, on an advisory basis, of the compensation to be paid to Endo’s named executive officers, FOR the approval of the amendment of the Company’s Memorandum of Association, FOR the approval of the amendment of the Company’s Articles of Association and FOR the approval of the ESPP.amendment of the Company’s 2015 Stock Incentive Plan.

Voting on Other Matters

If other matters are properly presented at the Annual Meeting for consideration, the persons named in the proxy will have the discretion to vote on those matters for you. At the date the Company began printing this Proxy Statement, no other matters had been raised for consideration at the Annual Meeting.

How You May Revoke or Change Your Vote

You can revoke your proxy at any time before it is voted at the Annual Meeting by:

List of Shareholders

The names of shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the Annual Meeting for any purpose germane to the meeting, between the hours of 8:45 a.m. and 4:30 p.m., at our registered office at 33 Fitzwilliam Square,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2,4, Ireland.

Cost of Proxy Solicitation

The Company will pay for preparing, printing and mailing this Proxy Statement and we will pay for the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs of sending the proxy materials to our beneficial owners. We have also retained MacKenzie Partners,Innisfree M&A Inc. to assist in soliciting proxies. We will pay MacKenzie Partners,Innisfree M&A Inc. a base fee of approximately $15,000$25,000 plus reasonable out-of-pocket expenses for these services.

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The Board of Directors

The memorandumCompany’s Memorandum and articlesArticles of association of the CompanyAssociation provides that the number of directors of the Company shall be not less than five nor more than twelve, the exact number of which shall be fixed from time to the time by resolution of the Board of Directors or by a resolution adopted by holders of a majority of the Company’s ordinary shares. On September 27, 2012,April 28, 2015, Mr. Delucca informed the Board of Directors orthat he would not stand for re-election at the 2015 Annual Meeting. The Board has not filled the vacancy left by Mr. Delucca’s departure and has fixed the number of directors at ten. As a resultnine effective June 9, 2015, the date of the resignation of David B. Nash, M.D., M.B.A. on February 24, 2014, the Board adopted a resolution on February 28, 2014 to reduce the number of directors to nine.2015 Annual Meeting.

Under the terms of the Company’s memorandumMemorandum and articlesArticles of association,Association, directors need not be shareholders of the Company or residents of Ireland. However, pursuant to the Stock Ownership Guidelines approved by the Board of Directors, each non-employee Director should, but is not required to, have ownership of the Company’s ordinary shares equal in value to at least five times his or her current annual cash retainer to be achieved within five years of joining the Board, or in the case of non-employee Directors serving at the time the Ownership Guidelines were adopted, within five years of the date of the adoption, or December 10, 2015, as further described in the section titled “Common Stock Ownership Guidelines”. Directors are elected for a one-year term and shall retire from office unless re-elected by ordinary resolution at the next following annual general meeting.Annual General Meeting. Non-employee Directors receive compensation for their services as determined by the Board of Directors. See “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS—2013DIRECTORS — 2015 Compensation of Non-Employee Directors.” A vacancy on the Board, or a newly created directorship resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, even though less than a quorum remains. A director appointed to fill a vacancy remains a director until the next following annual general meetingAnnual Meeting or his or her earlier death, resignation or removal.

Currently, the Board of Directors consists of nine members. Currently serving as directors are Roger H. Kimmel, Rajiv De Silva, John J. Delucca,Shane M. Cooke, Arthur J. Higgins, Nancy J. Hutson, Ph.D., Michael Hyatt, William P. Montague, Jill D. Smith and William F. Spengler. On December 10, 2013, the Company announced that Joseph C. Scodari retired as a director of the Board of Directors effective December 31, 2013. Also on December 10, 2013, the Company appointed Arthur J. Higgins as a director of the Board, effective immediately. On February 24, 2014, Endo announced that David B. Nash, M.D., M.B.A.April 28, 2015, Mr. Delucca resigned from the Company’s Board of Directors effective immediately due to the imminent relocation of the Board’s work to Dublin, Ireland and his responsibilities as Dean of Jefferson School of Population Health. The Board adopted a resolution on February 28, 2014 to reduce the number of directors to nine and accordingly currently intends to continue with the current level of nine members.June 9, 2015. All of the current members are nominated by the Board of Directors of the Company for the election as directors of the Company.

The Board annually determines the independence of directors based on a review by the directors and the Nominating & Governance Committee. No director is considered independent unless the Board of Directors has determined that he or she has no material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. To evaluate the materiality of any such relationship, the Board has adopted categorical independence standards consistent with the NASDAQ Exchange listing guidelines. These standards are available on the Company’s website atwww.endo.com, under “Investors-Corporate Governance-Nominating“Investors-Corporate Governance-Nominating & Governance Committee.”

Members of the Audit, Compensation, and Nominating & Governance Committees must meet applicable independence tests of the NASDAQ.

The Board of Directors has affirmatively determined that eight of its nine current members are independent directors under the NASDAQ rules and regulations. The eight independent directors under the NASDAQ rules and regulations are Messrs. Kimmel, Delucca,Cooke, Higgins, Hyatt, Montague, and Spengler, Dr. Hutson and Ms. Smith. If the nominees recommended by the Board of Directors are elected at the 20142016 Annual Meeting, eight of the Company’s nine directors will be independent directors under the NASDAQ rules and regulations. Mr. De Silva is not independent due to his role as President and Chief Executive Officer.

On an annual basis and upon the nomination of any new director, the Nominating & Governance Committee and the Board review directors’ responses to a questionnaire asking about their relationships with the Company (and those of their immediate family members) and other potential conflicts of interest. The Nominating & Governance Committee has determined that the eight non-employee directors currently serving are independent, and that the members of the Audit, Compensation, and Nominating & Governance Committees also meet the independence tests referenced above. Specifically, the Nominating & Governance Committee and the Board have determined that all non-employee directors have not had during the last three years (i) any of the relationships listed above or (ii) any other material relationship with the Company that would compromise his or her independence. The Nominating & Governance Committee recommended this determination to the Board of Directors and explained the basis for its decision, and this determination was adopted by the full Board.

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As of the date of this Proxy Statement, there are no material proceedings to which any director or executive officer of the Company, or any associate thereof, is a party that are adverse to the Company or any of its subsidiaries.

Between January 1, 20132015 and December 31, 2013,2015, the Board of Directors of the Company as a whole met 16nine times and acteddid not act by written consent on 7 occasions.consent. All members of the Board of Directors who are standing for election attended at least 75% or more of the aggregate number of meetings of the Board meetings held during their respective terms and at least 75% of the combined meetings of the Committees of the Board of Directorscommittees on which theyhe or she served in 2013.during 2015.

Nominees

There are nine nominees for election as directors of the Company to serve until the 20152017 Annual General Meeting of Shareholders of the Company or until his/her earlier death, resignation or removal. All of the nominees are currently serving as directors of the Company having been appointed to the Board of the Company on February 28, 2014 upon the completion of the Paladin Acquisition.Company. In addition, all of the nine nominees were elected to the Board at the last annual meeting, with the exception of Mr. Higgins.Annual Meeting.

The proposed nominees for election as directors have confirmed that they are each willing to serve as directors of the Company. If, as a result of circumstances not now known or foreseen, a nominee shall be unavailable or unwilling to serve as a director, an alternate nominee may be designated by the present Board of Directors to fill the vacancy.

The Board believes that each of the Company’s directors is highly qualified to serve as a member of the Board and each has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board,  the  Nominating  &  Governance  Committee  seeks  candidates  with certain qualities that it believes are important,

		ROGER H. KIMMEL, 69,, 67, is Chairman of the Board of Endo and is Chairman of Endo’s Nominating & Governance Committee, a member of Endo’s Transactions Committee and an alternate member of Endo’s Audit Committee and Operations Committee. Mr. Kimmel became Chairman of the Board upon the retirement of founder Carol A. Ammon on May 30, 2007. Mr. Kimmel became a Director of Endo following its merger with AlgosCompany’s inception in July 2000.February 2014. Mr. Kimmel has been Vice Chairman of Rothschild Inc., an investment banking firm, since January 2001. Previously, Mr. Kimmel was a partner of the law firm Latham & Watkins for more than five years. Mr. Kimmel is also a Director of PG&E Corporation, a public energy-based holding company and its subsidiary Pacific Gas and Electric Company, a utility company. Mr. Kimmel has beenwas a Director of Schiff Nutrition International until 2012, and was a Director and Chairman of Endo Health Solutions Inc. from July 2000 until February 2014. Mr. Kimmel also served as the Chairman of the Board of Endo Health Solutions Inc. during part of his tenure as Director. Mr. Kimmel served as Chairman of the Board of Trustees of the University of Virginia Law School Foundation (not-for-profit) sincefrom January 2009.2009 to June 30, 2015. He has been a public speaker on corporate governance issues and private equity transactions. Mr. Kimmel brings knowledge of the Company’s business, history and culture to the Board and the Chairman position. Through his experiences as Vice Chairman of an international investment banking firm and as a former corporate lawyer, Mr. Kimmel brings a unique skill set to the Board, including leadership capabilities, business strategy insight, risk management skills, mergers and acquisition, corporate finance, international business and legal expertise. Mr. Kimmel also has extensive corporate governance experience from his services on other company boards, his investment banking advisory roles, and his previous legal experience.

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SHANE M. COOKE, 53, was appointed to the Board of Directors in July 2014 and is a member of Endo’s Audit Committee and Transactions Committee. He is currently President of Alkermes plc based in Dublin, Ireland upon completion of the merger between Elan Drug Technologies (EDT) and Alkermes, Inc. in September 2011. Previously, he was head of EDT and executive vice president of Elan from 2007 through the Alkermes merger in 2011 and concurrently served as chief financial officer of Elan Corporation from 2001 to May 2011. Mr. Cooke was appointed director of Elan in May 2005. Prior to joining Elan, he was chief executive of Pembroke Capital Limited, an aviation leasing company of which he was a founder. Mr. Cooke also previously held a number of senior positions in finance in the banking and aviation industries. Mr. Cooke is a chartered accountant and a graduate of University College Dublin, Ireland. He currently serves on the board of directors of Prothena Corporation plc.
JOHNARTHUR J. DELUCCAHIGGINS, 60,, 71, has been a member of the Board of Directors since 2006 and is the Chairman of Endo’s Audit Committee and is an alternate member of Endo’s Compensation Committee. Mr. Delucca was Executive Vice President and Chief Financial Officer of the REL Consultancy Group, a business consulting firm, until his retirementCompany’s inception in 2004. Prior to that, he served as Chief Financial Officer and Executive Vice President, Finance & Administration, of Coty, Inc., a fragrance and beauty products company, from 1999 to 2002. From 1993 to 1999, he was Senior Vice President and Treasurer of RJR Nabisco, Inc. During his career, he also served in executive positions for Hascoe Associates, Inc., The Lexington Group, the Trump Group, International Controls Corp., and Textron, Inc. Mr. Delucca is currently a Non-Executive Director and chairs the Audit Committee of The Elliot Company, an industrial manufacturer. He previously served as a Non-Executive Director and a member of the Audit Committee and Governance and Nominating Committee of Tier Technologies, Inc., a publicly traded payment solutions company. Mr. Delucca had also served as a Non-Executive Director and Chair of the Audit Committee and a member of the Compensation Committee of Germany-based Elster Group. Through his senior executive roles and financial experience at various organizations, Mr. Delucca has expertise in financial analysis, financial statements, evaluation of business strategies, and contributes to the Board valuable leadership and risk management skills. Mr. Delucca also has extensive corporate governance experience from his services, both current and historical, on other company boards.
ARTHUR J. HIGGINS, 58, was appointed to the Board of Directors in December 2013February 2014 and is a member of Endo’s Compensation Committee, Operations Committee and Transactions Committee. He is currently a Senior Advisor to Blackstone Healthcare Partners, the dedicated healthcare team of The Blackstone Group, where he focuses on product-based healthcare acquisitions. Mr. Higgins was Chairman of the Board of Management of Bayer HealthCare AG, and Chairman of the Bayer HealthCare Executive Committee. Prior to joining Bayer HealthCare in 2004, Mr. Higgins served as Chairman, President and CEO of Enzon Pharmaceuticals, Inc. from 2001 to 2004. Prior to joining Enzon Pharmaceuticals, Mr. Higgins spent 14 years with Abbott Laboratories, including serving as President of the Pharmaceutical Products Division from 1998 to 2001. Mr. Higgins currently serves on the Boardsis a Director of Ecolab, Inc. and Zimmer Holdings, Inc., public companies in the healthcare field. From December 2013 until February 2014, Mr. Higgins was a Director of Endo Health Solutions Inc. He is a past member of the Board of Directors of the Pharmaceutical Research and Manufacturers of America (PhRMA), of the Council of the International Federation of Pharmaceutical Manufacturers and Associations (IFPMA) and President of the European Federation of Pharmaceutical Industries and Associations (EFPIA). Mr. Higgins’ years of experience in the pharmaceutical industry and his senior leadership roles at Bayer and Enzon bring to the Board extensive knowledge of the pharmaceutical industry and organizational and operational management expertise. Mr. Higgins also contributes valuable business strategy insights.
NANCY J. HUTSON, Ph.D., 64, 66,has been a member of the Board of Directors since 2009the Company’s inception in February 2014 and Chairman of Endo’s Operations Committee, a member of Endo’s Nominating & Governance Committee and an alternate member of the Transactions Committee. Dr. Hutson retired from Pfizer, Inc. in 2006 after spending 25 years in various research and leadership positions, most recently serving as Senior Vice President, Pfizer Global Research and Development and Director of Pfizer’s pharmaceutical R&D site, known as Groton/New London Laboratories, the largest R&D site of any pharmaceutical company. At Pfizer, she led 4,500 colleagues (primarily scientists) and managed a budget in excess of $1 billion. She currently is a Director of BioCryst Pharmaceuticals, Inc. Dr. Huston previously served a Director of Cubist Pharmaceuticals Inc.until January 2015, and BioCryst Pharmaceuticals,from March 2009 until February 2014, was a Director of Endo Health Solutions Inc. Dr. Hutson owns and operates Standing Stones Farm in Ledyard, CT, which is

		dedicated to supporting the equestrian sport of dressage. Dr. Hutson brings to the Board valuable pharmaceutical discovery research abilities, scientific expertise and an immense knowledge of the pharmaceutical industry. Her years of senior executive experience also bring a strong skill set to our Board regarding operational leadership and evaluation of business strategy.
		MICHAEL HYATT, 70,, 68, is a Director of Endo and is Chairman of Endo’s Transactions Committee, a member of Endo’s Compensation Committee and an alternate member of the Nominating & Governance Committee. Mr. Hyatt became a Director of Endo following its merger with AlgosCommittee since the Company’s inception in July 2000.February 2014. Mr. Hyatt is currently a Senior Advisor to Irving Place Capital, a leading institutional private equity firm focused on making equity investments in middle-market companies. Until 2008, Mr. Hyatt was a Senior Managing Director of Bear Stearns & Co., Inc. In June 2012,Mr. Hyatt previously served as a Director of Schiff Nutrition International until 2012. From July 2000 until February 2014, Mr. Hyatt was appointed a Director of RGI Informatics LLC, a business offering the Healthcare Analytics Solution® software as a service to the users and providers of healthcare information. Through Mr. Hyatt’s experiences as a senior investment professional, manager and advisor, he has gained expertise in evaluating business strategies, conducting financial analysis and analyzing companies’ future prospects. His career experience makes him a skilled advisor who provides critical insight into financial matters.Endo Health Solutions Inc.
		WILLIAM P. MONTAGUE, 69,, 67, has been a member of the Board of Directors since 2009the Company’s inception in February 2014 and is Chairman of Endo’s Compensation Committee, a member of Endo’s Audit Committee and an alternate member of Endo’s Nominating & Governance Committee and Transactions Committee. Mr. Montague served as Chief Executive Officer of Mark IV Industries, Inc., a leading global diversified manufacturer of highly engineered systems and components for transportation infrastructure, vehicles and equipment, from November 2004 until his retirement on July 31, 2008 and as Director from March 1996. He joined Mark IV Industries in April 1972 as Treasurer/Controller, serving as Vice President of Finance from May 1974 to February 1986, then Executive Vice President and Chief Financial Officer from February 1986 to March 1996 and then as

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		President from March 1996 to November 2004. Mr. Montague is also a Director of Gibraltar Industries, Inc., a publicly traded manufacturer and distributor of products for the building and industrial markets since 1993, and a Directorhas served as Chairman of International Imaging Materials, Inc., a privately held company that manufactures and sells a variety of thermal transfer ribbons and certain inks. InGibraltar’s Board if Directors since June 2015. From February 2013 until May 2014, Mr. Montague becameserved as a Director of Allied Motion Technologies Inc., a publicly traded company focused exclusively on serving the motion control market. From February 2009 until February 2014, Mr. Montague’s senior leadership experience as Chief Executive Officer andMontague was a Director of Mark IV Industries,Endo Health Solutions Inc. brings to the Board operational and business strategy insights and acquisition experience. His financial experience also brings strong financial and tax expertise to our Board.
		JILL D. SMITH, 58,, 56, has been a member of the Board of Directors since September 2012,the Company’s inception in February 2014, a member of Endo’s Nominating & Governance Committee and Operations Committee and is an alternate member of the Audit Committee. Ms. Smith has been an international business leader for more than 25 years, including 16 years as a CEO of private and public companies in the technology and information services markets and was most recently Chairman, CEO and President of DigitalGlobe Inc., a leading provider of satellite imagery products and services to governments and companies worldwide. Ms. Smith is a Director and currently serves on the Board of Hexagon AB, a global provider of design, measurement and visualization technologies, and J.M. Huber, a leader in engineered materials and Allied Minds, a United Kingdom listed technology development and commercialization company and has served on the corporate boards of SoundBite Communications, Inc., Germany-based Elster Group, Smith & Hawken and DigitalGlobe (prior to her appointment as Chairman and CEO). In addition, Ms. Smith iswas a memberDirector of the Board of Crittenton Women’s Union, among other past professional and trade association board positions. Ms. Smith’s experience as a CEO and her leadership capabilities benefit the Board. Ms. Smith also contributes a valuable global perspective and strategic insights.Endo Health Solutions Inc. from September 2012 until February 2014.
		WILLIAM F. SPENGLER, 61,, 59, has been a member of the Board of Directors since 2008, a memberthe Company’s inception in February 2014, and is Chairman of Endo’s Audit Committee and an alternate member of the Compensation Committee and Operations Committee. From November 2010 until February 2012, Mr. Spengler was President of ChromaDex Corporation, a publicly traded company. From July 2008 until November 2010, Mr. Spengler served as Executive Vice President and Chief Financial Officer of Smith & Wesson Holding Corporation, a global leader in safety, security, protection and sport. Until March 2008, he was Executive Senior Vice President and Chief Financial Officer at MGI Pharmaceuticals Inc., an oncology- and acute care- focused biopharmaceutical company, where he had worked since 2005. Prior to joining MGI Pharma, Mr. Spengler was Executive Vice President and Chief Financial Officer at Guilford Pharmaceuticals Inc., a bioscience company, from July 2004 to October 2005. From 2002 to 2004, Mr. Spengler served as President, Chief Operating Officer and Director of Osteoimplant Technology, Inc., an orthopedic products company. Mr. Spengler was previously a Vice President of Finance at Black & Decker for 5 years, and prior to that spent 14 years in various finance, planning and business development positions at Bristol Myers Squibb. Through his senior executive roles and financial experience at various organizations,From 2008 until February 2014, Mr. Spengler contributes expertise in financial analysis, financial statements, evaluationwas a Director of business strategies, and brings to the Board valuable leadership and risk management skills.Endo Health Solutions Inc.

Vote Required

Shareholder Communications with Directors

The Board has established a process to receive communications from shareholders. Shareholders may contact any member or all members of the Board, any Board committee, or any chair of any such committee by mail. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent “c/o Company Secretary” to Endo International plc, 33 Fitzwilliam Square,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2,4, Ireland.

All communications received as set forth in the preceding paragraph will be opened by the office of our Company Secretary for the sole purpose of determining whether the contents represent a message to our directors. Any contents that are not in the nature of advertising, promotions of a product or service, or patently offensive material will be forwarded promptly to the addressee. In the case of communications to the Board or any group or committee of directors, the Company Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the envelope or e-mail is addressed.

The Company does not have a policy on director attendance at annual meetings.Annual Meetings. Messrs. Kimmel, Cooke, Higgins, De Silva Kimmel and HyattDr. Hutson attended the 20132015 Annual Meeting.

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Corporate Governance — Board Leadership Structure and Risk Oversight

Board Leadership Structure

We have a board leadership structure under which Mr. Kimmel serves as Chairman of the Board. Following the annual meeting,Annual Meeting, we will have nine directors, each of whom is independent with the exception of our President and Chief Executive Officer, Mr. De Silva. Our Board currently has five standing committees, each of which is comprised solely of independent directors with a committee chair. In addition, the Board appoints other committees as the Board considers necessary from time to time.

The Board believes that the Chairman and the role of the President and Chief Executive Officer should be separate and that the Chairman should not be an employee of the Company. Further, the Board believes this separation serves the Company’s shareholders best for setting our strategic priorities and executing our business strategy. We believe that our Board consists of directors with significant leadership, organizational and strategic skills, as discussed above. All of our independent directors have served as the Chairman, Vice Chairman, Chief Executive Officer, Chief Financial Officer, or Senior Executive of other companies. Accordingly, we believe that our independent directors have demonstrated leadership in large enterprises, many with relevant industry experience, and are well-versed in board processes and corporate governance. We believe that having directors with such significant leadership skills benefits our Company and our shareholders.

In accordance with our memorandumthe Company’s Memorandum and articlesArticles of associationAssociation and our corporate governance guidelines, the Chairman is responsible for chairing Board meetings and setting the agenda for these meetings. Each director also may suggest items for inclusion on the agenda and may, at any Board meeting, raise subjects that are not on the agenda for that meeting. As required by our corporate governance guidelines, our independent directors meet separately, without management present, at each meeting of the Board. In addition, our Board committees regularly meet without members of management present.

As part of its annual self-evaluation process, the Board evaluates the Company’s governance structure. We believe that having a President and Chief Executive Officer for our Company with oversight of company operations, coupled with an experienced independent Board Chairman and experienced independent directors, with five separate independent committee chairs, is the appropriate leadership structure for Endo.

On a regular basis, the Company’s officers who are responsible for monitoring and managing the Company’s risks, including our President and Chief Executive Officer,Officer; our Chief Operating Officer,President, Par Pharmaceutical; our President, Branded Pharmaceuticals, our Executive Vice President & Chief Financial Officer,Officer; our Executive Vice President and Chief Legal Officer; our Executive Vice President, Chief LegalScientific Officer & Company Secretary,and Global Head of Research and Development and Quality; our Executive Vice President and Chief Compliance Officer,Officer; our Vice President, Controller and Principal Accounting Officer and our Senior Director of Internal Audit, make reports to the Audit Committee. The Audit Committee, in turn, reports to the full Board. While the Audit Committee has primary responsibility for overseeing risk management, our entire Board is actively involved in overseeing risk management for the Company by engaging in periodic discussions with Company officers as the Board may deem appropriate. In addition, each of our Board committees considers the risks within its respective areas of responsibility.

Risk Oversight

The Board of Directors believes that one of its most important responsibilities is to oversee how management manages the various risks the Company faces and has delegated primary responsibility for overseeing the Company’s Enterprise Risk Management (or ERM) program to the Audit Committee. It is management’s responsibility to manage risk and bring to the Audit Committee’s and the Board of Directors’ attention the most material risks to the Company. The Company’s head of

internal audit, who reports independently to the Audit Committee, facilitates the ERM program under the sponsorship of our Executive Leadership Team (or ELT), which includes our President and Chief Executive Officer; Chief Operating Officer, Pharmaceuticals; Executive Vice President & Chief Financial Officer; Executive Vice President, Chief Legal Officer & Company Secretary;Officer; Chief Scientific Officer and Global Head of Research & Development and Quality; Executive Vice President, Human Resources; President, International Pharmaceuticals and Executive Vice President of Corporate Development; Executive Vice President and Chief Compliance Officer; Senior Vice President, and General Manager, EndoPar Pharmaceuticals; and President, American Medical Systems (AMS).Branded Pharmaceuticals; amongst others. Enterprise risks are identified and prioritized by management, and each risk is assigned by the Board to a Board committee or the full Board for oversight based on the nature of the risk area and the committee’s charter. The committee or full Board agendas include discussions of individual risk areas throughout the year. Additionally, the Audit Committee agendas include periodic updates on the ERM process throughout the year. The Board level risk discussions are led by an assigned executive sponsor, from the ELT, for each risk area.

The Audit Committee also regularly reviews treasury risks (insurance, credit and debt), financial and accounting, legal, tax and compliance risks, information technology security risks and other risk management functions. In addition, the Compensation Committee considers risks related to succession planning and the attraction and retention of talent as well as risks relating to the design of compensation programs and arrangements. The Compensation Committee also reviews compensation and benefitsbenefit plans affecting Endo employees in addition to those applicable to our executive officers. The full Board considers strategic risks and opportunities and regularly receives detailed reports from the committees regarding risk oversight in their respective areas of responsibility.

Code of Conduct

The Board of Directors has adopted a Code of Conduct that applies to the Company’s directors, executives (including its President and Chief Executive Officer and Executive Vice President & Chief Financial Officer) and employees. The Board has also adopted a Director Code of Conduct. These Codes are posted on the Company’s website atwww.endo.com, under “About Us-“Investors—Corporate Compliance & Business Practices” and “Investors-Corporate Governance-Governance—Code of Conduct.”

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Insider Trading Policy

Effective July 2001, theThe Board of Directors has adopted an Insider Trading Policy, which was subsequently amended in November 2011, April 2013 and February 2014. This policy applies to all personnel, including non-employee Directors and officers, arising from our legal and ethical responsibilities as a public company. The April 2013 amendment toAmong other restrictions, the Insider Trading policy adopted additionalPolicy contains hedging restrictions prohibiting non-employee Directors, the Company’s executive officers and all other employees from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s shares, including, but not limited to, covered calls, collars, or other derivative transactions. Non-employee Directors, the Company’s executive officers and all other employees are also restricted from engaging in short sales related to the Company’s ordinary shares, and pledging the Company’s shares as collateral for a loan, including holding shares in a margin account.

Ordinary Shares Ownership Guidelines

The Board of Directors has adopted share ownership guidelines (the Ownership Guidelines) both for non-employee Directors and for executive officers and senior management of the Company. The Board of Directors approved the Ownership Guidelines on February 21, 2008, and amended these Ownership Guidelines on April 28, 2010 to increase the ownership levels for the President and Chief Executive Officer. The Board of Directors amended the Ownership Guidelines on December 10, 2010 to further increase the ownership levels for non-employee Directors and for executive management. On February 27, 2013, the Ownership Guidelines were amended by the Board of Directors to reflect the Company’s Code of Conduct. The Board believes that non-employee directors and executivesenior management should have a significant equity position in the Company and that the Ownership Guidelines serve to further the Board’s interest in encouraging a longer-term focus in managing the Company. The Board also believes that the Ownership Guidelines align the interests of its directors and executivesenior management with the interests of shareholders and further promote Endo’s commitment to sound corporate governance. The Ownership Guidelines are posted on the Company’s website atwww.endo.com, under “Investors-“Investors—Corporate Governance-Governance—Compensation Committee.”

The current Ownership Guidelines for Non-Employee Directorsprovide that non-employee directors should attain

As mentioned above, on February 27, 2013, the Board of Directors approved revised Ownership Guidelines, increasingEndo share ownership equal in value to at least five times his or her current annual cash retainer to be achieved within the later of five years of joining the Board or in the case of non-employee Directors serving at the time the Ownership Guidelines were adopted, within five years of the date of the adoption of these revised Ownership Guidelines, orand December 10, 2015. Non-employee Directors will not sell any shares of Endo until Ownership Guidelines have been attained, and will continuously own sufficient shares to meet the Ownership Guidelines once attained.

Review and Approval of Transactions with Related Persons

The Board of Directors has adopted written policies and procedures for review, approval and monitoring of transactions involving the Company and “related persons” (directors and executive officers or their immediate family members, or shareholders owning five percent or greater of the Company’s issued ordinary shares). The policy covers any related person

transaction that meets the minimum threshold for disclosure in the Proxy Statement under the relevant rules of the U.S. Securities and Exchange Commission (the SEC) (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest).

Committees of the Board of Directors

The Board of Directors has a standing Audit Committee, Compensation Committee, Nominating & Governance Committee, Operations Committee and Transactions Committee. The following table shows the directors who are currently members or Chairman of each of these committees. In addition to the committee members listed below, the Board has designated other Board members as alternate members of the committees who can attend meetings in the stead of appointed members.

Audit Committee

The Audit Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board of Directors. In addition, the Audit Committee reviews, acts on and reports to the Board of Directors with respect to various auditing and accounting matters, including the selection of the Company’s independent auditors, the scope of the annual audits, fees to be paid to the auditors, the performance of the Company’s independent registered public accounting firm and the accounting practices of the Company and the Company’s internal controls and legal compliance functions. The Audit Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors-“Investors—Corporate Governance-Governance—Audit Committee.” The charter describes the nature and scope of responsibilities of the Audit Committee.

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Management of the Company has the primary responsibility for the Company’s financial reporting process, principles and internal controls as well as preparation of its financial statements. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements and expressing an opinion as to the conformity of such financial statements with accounting principles generally accepted in the United States.

Messrs. Delucca,Cooke, Montague and Spengler serve as members of the Audit Committee, while Mr. Kimmel and Ms. Smith serve as alternates. Subject to their election at the 20142016 Annual Meeting, the Board of Directors expects to reappoint Messrs. Delucca,Cooke, Montague and Spengler as members of the Audit Committee and Mr. Kimmel and Ms. Smith as alternates, and to reappoint Mr. Spengler as the Chair of the Audit Committee effective June 10, 2014.9, 2016. Between January 1, 20132015 and December 31, 2013,2015, the Audit Committee met 19six times, in each case including periodic meetings held separately with management, the Company’s internal auditors and the independent registered public accounting firm. Subject to his election at the 2014 Annual Meeting, the Board expects to reappoint Mr. Delucca as Chair of the Audit Committee. The Board has determined that Mr. Delucca is aMessrs. Spengler and Montague are “financial expert”experts”, as defined by the SEC regulations, and he has the related financial management expertise within the meaning of the NASDAQ rules. The Board of Directors has determined that Messrs. Delucca, Kimmel, Cooke, Montague and Spengler and Ms. Smith are “independent” and financially literate in accordance with the criteria established by the SEC and the NASDAQ.

Compensation Committee

The Compensation Committee of the Board of Directors determines the salaries and incentive compensation of the executive officers of the Company and provides broad guidance regarding the salariesremuneration and incentive compensation of the other employees of the Company. The Compensation Committee also reviews and acts on any recommendations of the Company’s management for awards granted under the Endo International plc Amended and Restated 20102015 Stock Incentive Plan and Endo International plc Amended and Restated Assumed Stock Incentive Plan (formerly named the American Medical Systems Holdings, Inc. 2005 Stock Incentive Plan).Plan. The current members of the Compensation Committee are Messrs. Montague, Higgins and Hyatt, while Messrs. Delucca andMr. Spengler serveserves as alternates.an alternate. Subject to their election at the 20142016 Annual Meeting, the Board of Directors expects to reappoint Messrs. Montague, Higgins and Hyatt as members of the Compensation Committee, Messrs. Delucca andMr. Spengler as alternates,an alternate, and to reappoint Mr. Montague as Chair of the Compensation Committee, effective June 10, 2014.9, 2016. Each of Messrs. Delucca,Montague, Higgins, Hyatt, Montague and

Spengler is “independent” in accordance with the criteria established by the SEC and the NASDAQ. Between January 1, 20132015 and December 31, 2013,2015, the Compensation Committee of the Company met elevenseven times. The Compensation Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors-Corporate Governance-Compensation Committee.” The charter describes the nature and scope of responsibilities of the Compensation Committee.

The primary purposefunction of the Compensation Committee is to conduct reviews of the Company’s general executive compensation policies and strategies and oversee and evaluate the Company’s overall compensation structure and programs. The Compensation Committee confirms that total compensation paid to the President and Chief Executive Officer, Executive Vice President & Chief Financial Officer and those other individuals included in the Summary Compensation Table is competitive and performance-based. All of these individuals are referred to as the named executive officers, or NEOs. Responsibilities of the Compensation Committee include, but are not limited to:

Endo management is required to provide reviews and recommendations for the Compensation Committee’s consideration, and to manage the Company’s executive compensation programs, policies and governance. Direct responsibilities in this regard include, but are not limited to:

The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to the NEOs, in accordance with Internal Revenue Code (IRC) 162(m) requirements related to performance-based compensation.

Use of Compensation Consultants

The Compensation Committee retains Hay Group as its consultant to provide objective, independent analysis, advice and recommendations with regard to executive compensation including, but not limited to, competitive market data and compensation analysis and recommendations related to our CEO, Board and our other senior executives. Hay Group served as the independent executive compensation consultant to the Compensation Committee for the Company’s entire 20132015 fiscal year. The consultant reports to the Chairman of the Compensation Committee and has direct access to the other members of the Compensation Committee. The Compensation Committee also authorizes the consultant to share with, request and receive from management certain specified information in order to prepare for meetings with, and respond to requests from, the Compensation Committee. The consultant only interacts with management at the direction of the Compensation Committee and does not perform any other services for the Company. The Compensation Committee may retain other consultants and advisors from time to time.

A representative of Hay Group attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee.

In making an overall determination of the independence and lack of any conflict of interest regarding Hay Group and Hay Group’s lead advisor to the Compensation Committee, the Compensation Committee considered, among other things, the following factors:

In 2013,2015, Hay Group assisted the Compensation Committee with, among other things, (i) performing a review of the Company’s executive compensation program, including competitive market analyses, assessment of potential risks associated with compensation arrangements, policies and recommendationsplans and considerations related to Endo’s CEO and our other senior executives, (ii) determining the appropriate allocation among short-term and long-term compensation, cash and non-cash compensation, and the different forms of non-cash compensation, (iii) identifying appropriate Data PointPay Comparator Companies (as defined below in the Compensation Discussion and Analysis (CD&A) section) for purposes of benchmarking the Company’s executive compensation in the industry sectors in which Endo competes for talent, and (iv) providing competitive market information and an overview of critical issues and trends affecting the executive compensation landscape. The aggregate amount of fees for Hay Group’s services was $269,634.

On December 1, 2015, Korn/Ferry International (Korn Ferry) announced the completion of its acquisition of Hay Group. Korn Ferry, a nationally recognized global people and organizational advisory firm, has provided services to Endo in the areas of executive recruiting and leadership development over the past several years. Prior to the announcement of Korn Ferry’s acquisition of Hay Group in September of 2015, Endo engaged Korn Ferry in the first half of 2015 to provide executive recruiting services. Following the announced acquisition, Endo’s Board considered Korn Ferry-Hay Group’s Policy on Avoiding Conflicts of Interest, which confirms that Hay Group’s compensation consultants will continue to provide clients with independent, unbiased advice. Following this review, Endo’s Board determined that the policy sufficiently allows Hay Group Compensation Committee consultants to maintain independence. Endo has not incurred any fees related to services provided by Korn Ferry since the completion of its acquisition of Hay Group.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 20132015 or as of the date of this Proxy Statement is or has been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of the Company’s Compensation Committee or Board of Directors.

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Nominating & Governance Committee

The Nominating & Governance Committee of the Board of Directors, which is comprised of independent directors, identifies and recommends to the Board individuals qualified to serve as directors of the Company, recommends to the Board directors to serve on committees of the Board and advises the Board with respect to matters of Board composition and procedures. The Nominating & Governance Committee also oversees the Company’s corporate governance.

The Nominating & Governance Committee will consider director candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Nominating & Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

The shareholder recommendation and information described above must be sent to the Company Secretary at Endo International plc, 33 Fitzwilliam Square,First Floor, Minerva House, Simmonscourt Road, Ballsbridge, Dublin 2,4, Ireland, and must be received by the Company Secretary not less than 120 days prior to the anniversary date of the Company’s most recent annual general meeting of shareholders.Annual General Meeting.

While the Board does not have a formal policy with respect to diversity, the Board of Directors and the Nominating & Governance Committee advocate diversity in the broadest sense. We believe that it is important that nominees for the Board represent diverse viewpoints and have diverse backgrounds. The Nominating & Governance Committee looks at a broad array of qualifications and attributes including: experience, skills, expertise, and personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating & Governance Committee considers appropriate in the context of the needs of the Board of Directors. Although not specified in the charter, the Committee actively considers ethnicity and gender when selecting candidates so that additional diversity may be represented on the Board.

The Nominating & Governance Committee identifies potential nominees by asking current directors and executive officers to notify the Nominating & Governance Committee if they become aware of persons meeting the criteria described above. The Nominating & Governance Committee also, from time to time, may engageengages national search firms that specialize in identifying and evaluating director candidates. As described above, the Nominating & Governance Committee will also consider candidates recommended by shareholders.shareholders for inclusion in the search process.

Once a person has been identified by the Nominating & Governance Committee as a potential candidate, the Nominating & Governance Committee may collect and review publicly available information regarding the person to assess whether the person should be considered further. If the Nominating & Governance Committee determines that the candidate warrants further consideration, the Chairman or a member of the Nominating & Governance Committee utilizes a recognized search firm to review the candidate’s qualifications and background. Generally, if the person expresses a willingness to be considered and to serve on the Board, the Nominating & Governance Committee requests information from the candidate, reviews the person’s accomplishments and qualifications, including in light of any other candidates that the Nominating & Governance Committee might be considering, and conducts one or more interviews with the candidate. Generally, Nominating & Governance Committee members may conduct additional due diligence of the candidate. The Nominating & Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a shareholder, although, as stated above, the Board may take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held.

The Nominating & Governance Committee has established procedures under which any director who is not elected shall, if requested by the Board upon the Nominating & Governance Committee’s recommendation, tender his or her resignation to the Board of Directors. The Board of Directors will publicly disclose its decisions of whether or not to request any director to tender his or her resignation and whether or not to accept any such tendered resignation and the rationale behind such decisions within 90 days from the date of the certification of the election results.

The current members of the Nominating & Governance Committee are Mr. Kimmel, Dr. Hutson and Ms. Smith, while Messrs. Hyatt and Montague serve as alternates. The Board has elected Mr. Kimmel as Chairman of the Nominating & Governance Committee. Between January 1, 20132015 and December 31, 2013,2015, the Nominating & Governance Committee of the Company met elevenfour times. Subject to their election at the 20142016 Annual Meeting, the Board of Directors expects to reappoint Mr. Kimmel, Dr. Hutson and Ms. Smith as members of the Nominating & Governance Committee, Messrs. Hyatt and Montague as alternates, and to re-appoint Mr. Kimmel as Chair of the Nominating & Governance Committee, effective June 10, 2014.9, 2016. The Board of Directors has determined that all of the members of the Nominating & Governance Committee are “independent” in accordance with the criteria established by the SEC and the NASDAQ. The Nominating & Governance Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website atwww.endo.com, under “Investors-Corporate Governance-Nominating“Investors-Corporate Governance-Nominating & Governance Committee.”

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Operations Committee (formerly known as the Research & Development Committee)

On February 28, 2014, the Board of Directors renamed the Research & Development Committee to the Operations Committee and created a new committee charter. The purpose of the Operations Committee is to review matters relating to scientific technology, research and development activities and pipeline investments; to provide advice and counsel to the Company’s management and Transactions Committee in connection with management’s decisions regarding the allocation, deployment, utilization of, and investment in the Company’s scientific assets; to provide advice and counsel to the Company’s management in connection with decisions regarding acquiring or divesting scientific technology or otherwise investing in research or development programs; to assist the Board by providing oversight of regulatory, compliance, quality and legal matters; and to designate a subcommittee to assess and review the Company’s Compliance Program, if necessary. The Research & Development Committee was formed originally on February 27, 2013. Between February 27, 2013January 1, 2015 and December 31, 2013,2015, the Operations Committee of the Company met threefive times. The current members of the Operations Committee are Dr. Hutson, Mr. Higgins and Ms. Smith, while Messrs. Kimmel and Spengler serve as alternates. Subject to their election at the 20142016 Annual Meeting, the Board of Directors expects to reappoint Dr. Hutson, Mr. Higgins and Ms. Smith as members of the Operations Committee, Messrs. Kimmel and Spengler as alternates, and to reappoint Dr. Hutson as the Chair of the Operations Committee, effective June 10, 2014.9, 2016. The Operations Committee operates pursuant to a written charter adopted by the Board of Directors, which is available on the Company’s website at www.endo.com, under “Investors—Corporate Governance—Operations Committee.”

Transactions Committee

On July 31, 2007, the Board of Directors formed a Transactions Committee to provide advice and guidance to the Company’s management in connection with the exploration of strategic acquisition and licensing opportunities as well as any overture for merger with the Company, or sale of the Company or other like event. The current members of the Transactions Committee are Messrs. Hyatt, Cooke, Higgins and Kimmel, while Dr. Hutson and Mr. Montague serve as alternates. Subject to their election at the 20142016 Annual Meeting, the Board of Directors expects to reappoint Messrs. Hyatt, Cooke, Higgins and Kimmel as members of the Transactions Committee, Dr. Hutson and Mr. Montague as alternates, and to reappoint Mr. Hyatt as the Chair of the Transactions Committee, effective June 10, 2014.9, 2016. Between January 1, 20132015 and December 31, 2013,2015, the TransactionsTransaction Committee of the Company met eleventhree times.

Audit Committee Report

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements as of and for the year ended December 31, 20132015 with the management of the Company and Deloitte & TouchePricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm. Further, the Audit Committee has discussed with Deloitte & TouchePricewaterhouseCoopers LLP the matters required to be discussed under auditing standards generally accepted in the United States, including those matters set forth in the Statement of Auditing Standards No. 61, Communications with Audit Committees, as amended and as adopted by the Public Company Accounting oversight Board in Rule 3200T,and Oversight Board’s (PCAOB) Auditing Standard No. 16, Communications with Audit Committees, other standards of the Public Company Accounting Oversight BoardPCAOB (United States), rules of the SEC, and other applicable regulations, relating to the firm’s judgment about the quality, not just the acceptability, of the Company’s accounting principles, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the audited consolidated financial statements.statements as of and for the year ended December 31, 2015.

The Audit Committee also has received the written disclosures and the letter from Deloitte & TouchePricewaterhouseCoopers LLP required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, which relate to Deloitte & TouchePricewaterhouseCoopers LLP’s independence from the Company, and has discussed with Deloitte & TouchePricewaterhouseCoopers LLP their independence from the Company. The Audit Committee has also considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining the firm’s independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from the Company and its management. The Audit Committee has also discussed with management of the Company and Deloitte & TouchePricewaterhouseCoopers LLP such other matters and received such assurances from them as it has deemed appropriate.

The Committee also reviewed management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting and the independent registered public accounting firm’s report on the effectiveness of the Company’s internal control over financial reporting. In addition, the Audit Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of the Company’s internal and disclosure control structure. As part of this process, the Audit Committee continued to monitor the scope and adequacy of the Company’s internal auditing program.

Based on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that the Company’s audited consolidated financial statements for the year ended December 31, 20132015 and management’s assessment of the effectiveness of the Endo Health Solutions Inc.International plc’s internal control over financial reporting be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013,2015, for filing with the SEC. The Audit Committee has selected, and the Board of Directors has approved, subject to shareholder approval, the selection of Deloitte & TouchePricewaterhouseCoopers LLP as the Company’s independent auditors for the year ending December 31, 2014.2016.

Submitted by the Audit Committee of the Company’s Board of Directors.

Members of the Audit Committee:

William F. Spengler (Chairman)

Shane M. Cooke (Member)

William P. Montague (Member)

Roger H. Kimmel (Alternate)

Jill D. Smith (Alternate)

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The above Audit Committee Report does not constitute soliciting material, and shall not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.

The Audit Committee of the Board of Directors has selected Deloitte & Touche,PricewaterhouseCoopers LLP, an independent registered accounting firm, to audit the books and financial records of the Company for the year ending December 31, 2014.2016. The Company is asking its shareholders to approve the appointment of Deloitte & TouchePricewaterhouseCoopers LLP as the Company’s independent auditors for 20142016 and to authorize the Audit Committee of the Board of Directors to determine the auditors’auditor’s remuneration.

A representative of Deloitte & TouchePricewaterhouseCoopers LLP is expected to be present at the Annual Meeting and available to respond to appropriate questions, and will have the opportunity to make a statement if he or she desires to do so.

As previously disclosed in the Company’s Current Report onForm 8-K filed on June 13, 2014, on June 11, 2014 the Audit Committee of Endo’s Board of Directors requested Deloitte & Touche LLP to resign as the independent registered public accounting firm previously engaged as the principal accountant to audit the Company’s financial statements. This became effective on June 12, 2014, upon the engagement of PricewaterhouseCoopers. There were no disagreements or reportable events in connection with the change in accountants requiring disclosure under Item 304(b) ofRegulation S-K. There were no additional changes made during fiscal year 2015.

Fees Paid to the Independent Registered Public Accounting Firm

Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities)PricewaterhouseCoopers LLP served as the Company’s independent registered public accounting firm for the yearyears ended December 31, 2013.2015 and 2014. The table to the rightbelow summarizes the aggregate fees for services the Deloitte EntitiesPricewaterhouseCoopers LLP provided during years 20132015 and 2012.2014, respectively.

In considering the nature of the services provided by the Deloitte Entities,PricewaterhouseCoopers LLP, the Audit Committee determined that such services are compatible with the provision of independent audit services. The Audit Committee discussed these services with the Deloitte EntitiesPricewaterhouseCoopers LLP and Company management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants.

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Pre-Approval Policy

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

Prior to the engagement of the independent registered public accounting firm for the next year’s audit, management will submit a list of services and related fees expected to be rendered during that year within each of the four categories of services to the Audit Committee for approval.

Prior to engagement, the Audit Committee pre-approves the independent registered public accounting firm’s services within each category. The fees are budgeted and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Vote Required

The affirmative vote of a majority of the issued ordinary shares entitled to vote and represented at the Annual Meeting in person or by proxy will be required to approve the appointment of the Company’s independent auditors and the authorization to the Audit Committee of the Board of Directors to determine the auditors’auditor’s remuneration.

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Compensation Philosophy

Pay-for-performance, alignment with shareholder interests and offering competitive pay are fundamental to Endo’s compensation philosophy.

Section 951 ofEndo’s CEO compensation package supports this philosophy by offering annual and long-term incentive compensation opportunities that are entirely performance based. Cash compensation received is subject to the Dodd-Frank Wall Street ReformCompany achieving its annual performance objectives, and Consumer Protection Act requires that we seek a non-binding advisory vote from our shareholders to approve the compensation of our named executive officers, or NEOs, as disclosedany realized value in the “COMPENSATION DISCUSSION AND ANALYSIS” (CD&A) and tabular disclosures of this Proxy Statement. Since the annual required votelong-term equity value is advisory, the result of the vote is not bindingdependent upon the Board.delivery of shareholder value.

Pay-for-performance underlies Endo’s compensation philosophy and supports Endo’s business strategies, but also strives to offer competitive compensation arrangements. In the CD&A, we have provided shareholders with a description of the Company’s compensation programs, including the philosophy and strategy underpinning the programs, the individual elements of the compensation programs and how our compensation plans are administered. Our compensation philosophy is designed to attract and retain highly-talented individuals and motivate them to achieve high level performance, while embracing the Company’s key values and behaviors. Our programs seek to:Incentive Plan Design

The Company’s compensation programs consist of elements designed to complement each other and reward achievement of short-term and long-term objectives tied to the Company’s performance through the establishment and achievement of strategic operating metrics or as a function of the Company’s total shareholder return (share price)share price Total Shareholder Return (TSR). We have chosen the selected metrics to align employee compensation, including compensation for the NEOs as disclosed in the Summary Compensation Table located under the section entitled “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS”, to the Company’s strategic operating results and business strategy in an effort to enhance shareholder value. The summary below reflects the incentive program enhancements implemented and maintained by Endo in an effort to optimize pay-for-performance:

Compensation Committee Governance

The Compensation Committee regularly reviews industry compensation practices related to executive compensation to better align the Company’s compensation philosophy with the Company’s business strategy, while reflecting an understandingfocusing on the enhancement of the external environment.long-term shareholder value and management of risk. The followingsummary below reflects the leading governance practices implemented and maintained by Endo’s Compensation Committee:

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As the Company’s shareholders consider the evolution of Endo’s pay-for-performance practices over the past several years, consideration should be given to the significant progress made since the company’s transformational strategic realignment initiated in 2013 (see “COMPENSATION DISCUSSION AND ANALYSIS”). Based on the Company’s performance and competitive positioning of pay over the past three years, CEO pay-for-performance has demonstrated a high degree of alignment in 2013, 2014 and 2015 with Endo’s Pay Comparator Companies across multiple quantitative screens. Since 2013, the Company has also been successful in an effort to achievemanaging share utilization levels while enhancing pay-for-performance while maintaining good corporate governance:

As illustrated by these actions, theThe Compensation Committee has and will continue to take action to structure our executive compensation practices in a manner that is performance-based with a view towards maximizing long-term shareholder value.value creation and preservation. The Board believes that the executive compensation as disclosed in the CD&A, tabular disclosures, and other narrative executive compensation disclosures in this Proxy Statement corresponds directly with the Company’s compensation philosophy and aligns, where appropriate, with our Data PointPay Comparator Companies’ pay practicespractices.

Section 951 of the Dodd-Frank Wall Street Reform and coincides withConsumer Protection Act requires that we seek a non-binding advisory vote from our shareholders to approve the compensation philosophy.of our named executive officers, or NEOs, as disclosed in the CD&A and tabular disclosures of this Proxy Statement. Since the annual required vote is advisory, the result of the vote is not binding upon the Board.

Proposal 5: Amend the Company’s Articles of Association

Background

There are two categories of amendments proposed to be made to the Company’s Articles of Association: (i) amendment to the advance notice provisions; and (ii) amendments in connection with the enactment of the Companies Act 2014.

The description set forth below is only intended to be a summary of the amendments proposed to be made to the Company’s Articles of Association pursuant to this proposal. A copy of the Articles of Association in the form proposed to be amended by the following special resolution is attached to this proxy statement, as Annex 1. We urge you to read Annex 1 in its entirety before you cast your vote.

(i) Amendment to the Advance Notice Provisions

The Company’s Articles of Association provide shareholders with the right to propose business at a general meeting and nominees for election to the Board. In order to avail of such right, a shareholder’s notice of the proposed business or nominees must be delivered to the Company’s registered office not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of the Company. The Board of Directors has determined, based on, among other things, its review of current corporate governance norms and practices, (i) any shareholder who desires to propose a nominee for election to the Board of Directors should provide meaningful disclosure so that the Board of Directors and shareholders can adequately assess the nominee and (ii) the time frame during which any such notice should be delivered to the Company should be adjusted so that such notices must be delivered not less than ninety (90) days nor more than one-hundred and twenty (120) days prior to the anniversary date of the immediately preceding annual meeting of the Company. In light of these principles, the Board of Directors recommends amending our Articles of Association to enhance the current dis-

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closure obligations applicable to shareholder nominations and to adjust the time frame for delivering notice provided in the Company’s advance notice provision. Specifically, our Board of Directors believes that making the following enhancements to the advance notice provision in our Articles of Association is in the best interests of the Company and its shareholders:

While the table above is intended to be a useful summary, it is not complete, and therefore, we urge you to read and consider the full text of the amended advance notice provision in the Memorandum and Articles of Association contained in Annex 1 before you cast your vote.

(ii) Amendment to the Articles of Association in response to the enactment of the Companies Act 2014

As discussed in connection with Proposal 4 above, on June 1, 2015, the Companies Act 2014 became effective in Ireland. Although the changes to Irish company law will not impact the Company’s day-to-day operations, the Board of Directors is proposing to make certain amendments to the Company’s Articles of Association in addition to the proposed amendments to the Company’s Memorandum of Association, in order to confirm that the changes to Irish company law effected by the Companies Act 2014 will not have unintended effects on the application of the Company’s Articles of Association.

For example, the Companies Act 2014 contains optional statutory provisions, which will apply automatically to the Company unless such provisions are explicitly excluded from the Company’s Articles of Association. Because many of these optional statutory provisions are already covered by the Company’s current Articles of Association, to avoid any confusion and to continue the Company’s existing approach of setting out regulations governing the Company rather than relying on statutory defaults, the Board of Directors has proposed the Company explicitly exclude such optional statutory provisions from the Company’s Articles of Association. A summary has been prepared listing the optional provisions in the Companies Act 2014 that the Company is proposing to exclude from the Company’s Articles of Association. Such summary is contained in Part I of Annex 2.

One such optional statutory provision that the Board of Directors is not proposing to exclude is the provision enabling shareholders holding not less than 50% of the paid up share capital of the Company to convene an extraordinary general meeting of the Company. This provision benefits shareholders by providing them the enhanced ability to cause an extraordinary general meeting of the Company by eliminating the requirement that the Board of Directors must call such a meeting.

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Part II of Annex 2 contains a summary of the other administrative amendments that the Board of Directors is proposing to make to the Company’s Articles of Association to address the enactment of the Companies Act 2014. Some of these amendments are for the purposes of addressing inconsistencies between the existing Articles of Association and the provisions of the Companies Act 2014. Other amendments are made to update legislative references in keeping with the equivalent provisions of the Companies Act 2014.

A copy of the Articles of Association, in the form proposed to be amended by the following special resolution, and which captures the above two categories of proposed changes, is attached to this proxy statement, as Annex 1. While the tables contained in Parts I and II of Annex 2 are intended to be useful summaries, they are not complete, and therefore, we urge you to consider the full text of the amended Memorandum and Articles of Association contained Annex 1 before you cast your vote.

Vote Required

The affirmative vote of at least 75% of the issued ordinary shares entitled to vote and be represented at the Annual Meeting in person or by proxy will be required to approve the amendment of the Company’s Articles of Association. In addition, the adoption of Proposal 5 is subject to and conditioned upon shareholder approval of Proposal 4.

Accordingly, the Board of Directors is requesting that the shareholders approve the following resolution as a special resolution of the Company:

“RESOLVED as a special resolution that, subject to and conditional upon Proposal 4 being passed, the Articles of Association of the Company, in the form produced to the meeting (a copy of which are marked ‘X’ for identification and as shown in Annex 1 of the proxy statement), be adopted in substitution for, and to the exclusion of, the existing Articles of Association of the Company.”

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Proposal 4:6: Approval of an Amendment to the Amended and Restated Employee2015 Stock Purchase Plan

Incentive Plan

The Amended and Restated EmployeeOn June 9, 2015, shareholders approved the Endo International plc 2015 Stock PurchaseIncentive Plan (the “ESPP”“Plan”) was assumed by. On March 20, 2016, our Board of Directors on February 28, 2014 in connection withapproved, subject to shareholder approval at the consummation ofAnnual Meeting, an amendment to the transaction between Endo Health Solutions Inc. and Paladin Labs Inc., as a result of which the entities became our indirect wholly-owned subsidiaries. Shareholder approval of the ESPP is necessary in orderPlan. The reasons for the ESPPamendment are to meetlimit the requirementsvalue of Section 423 of the Internal Revenue Code because the shares being issued pursuantequity grants that may be made to the ESPP will be ordinary shareseach non-employee director of the Company (as opposed to common shares$750,000 and to make certain technical updates to reflect changes in accounting rules. The text of Endo Health Solutions Inc.). No material changes are being madethe proposed amendment to the ESPP from when it was originally adopted by Endo Health Solutions Inc. on February 23, 2011, other than those changes necessaryPlan is set forth in Annex 3 to reflect the assumptionthis Proxy Statement.

As part of this proposal, we performed a detailed review of the ESPP by Endo International plc.

OurPlan together with our compensation advisors. The Board of Directors believes it isthat the proposed amendment promotes good compensation governance practices in our best interests and the interestssupport of shareholder interests. If our shareholders do not approve the Amendment, the current Plan (prior to assumesuch proposed amendment) will remain in effect.

Description of Material Features of the ESPP. The ESPP encourages ownership of our ordinary sharesPlan

Except as set forth in the proposed amendment, the Plan is identical to the version approved by our employees and provides an additional incentive for them to promote the long-term growth and success of our business. We believe that providing our employees with a convenient method to investshareholders in our ordinary shares increases the equity stake of our employees and benefits our shareholders by aligning more closely the interest of participating employees with those of our shareholders. The ESPP complements our overall compensation strategy as discussed under the section entitled “COMPENSATION DISCUSSION AND ANALYSIS.”

2015. The material termsfeatures of the ESPPPlan are summarized below. This summary of the ESPP is not intended to be a complete description of the ESPP andbelow, which is qualified in its entirety by the detailedfull text of the Plan.

Administration. The Plan is administered by the Compensation Committee, who was appointed by our Board of Directors. The Compensation Committee has the authority, in its sole discretion, subject to and not inconsistent with the express terms and provisions of the ESPP, a copyPlan, to administer the Plan and to exercise all the powers and authorities either specifically granted to it under the Plan or as necessary or advisable. The Compensation Committee may delegate all or any part of which is attached as Exhibit 4.9its authority under the Plan to an employee, employees or committee of employees. All decisions, determinations, and interpretations of the Compensation Committee are final and binding, and no member of the Compensation Committee will be liable for any action taken or determination made in good faith with respect to the registration statement on Form S-8, filed on February 28, 2014.

Summary of the Endo International plc Amended and Restated Employee Stock Purchase Plan or any award.

Purpose. The ESPP allowsEligibility. Awards pursuant to the Plan may be granted to employees of the Company, including officers and directors who are employees, to non-employee directors, and to consultants of the Company. Incentive stock options may only be granted to Company employees (including officers and directors who are also employees). All of our participating subsidiariesnon-employee directors participate in the Plan, and the number of employees who participate in the Plan is approximately 700.

Shares Available. As of April 14, 2016, 7,052,252 shares of Company stock are reserved for issuance under the Plan, subject to purchase ordinaryadjustment for a change in capitalization. Of the total shares atreserved for issuance under this Plan, no more than half of such shares may be issued as “full value awards”. The shares may be authorized but unissued Company stock or authorized and issued Company stock held in the Company’s treasury. If any shares subject to an award are forfeited, cancelled, exchanged or surrendered or if an award terminates or expires without a discount through payroll deductions.distribution of shares to the participant, the shares of stock with respect to such award will, to the extent of any such forfeiture, cancellation, exchange, surrender, withholding, termination or expiration, again be available for awards under the Plan except that any shares of Company stock surrendered or withheld as payment of either the exercise price of an award and/or withholding taxes in respect of an award will not again be available for awards under the Plan. In no event may the total number of shares of Company stock subject to awards awarded to any one participant during any tax year of the Company, exceed one million five hundred thousand (1,500,000) shares (based on highest levels of performance resulting in maximum payout), subject to adjustment for certain transactions. The purchase priceproposed amendment will also limit the value of annual equity awards to non-employee director participants, as noted above.

Description of Awards. The Plan provides for the grant of stock options, stock appreciation rights, shares of restricted stock, stock bonus, performance awards or other share-based or cash-based awards. Subject to earlier vesting on certain events, as described below, no award (or portion of an award) granted under the Plan provides for vesting prior to the first anniversary of its date of grant. In addition, as described below, awards that are subject to time-based vesting conditions are generally required under the Plan to vest over a 3-year period. However, awards that result in the issuance of an aggregate of up to 5% of the shares of common stock available under the Plan may be granted under the Plan without regard to such minimum vesting provisions.

Stock Options. Options granted under the Plan may be incentive stock options meeting the definition of an incentive stock option under Section 422 of the Internal Revenue Code or options which do not qualify as incentive stock options (referred to as nonqualified options). An award will be evidenced by an award agreement that specifies the option price, duration of the option, the number of shares to which the option pertains, termination and transferability rights and other provisions as the Compensation Committee may determine to be appropriate. The option price for each grant will be at least equal to the fair market value of the shares subject to the option on the grant date of the option. The date on which the Compensation Committee adopts a resolution granting an option will be considered the grant date of the option, unless such resolution specifies a later date. No option may be exercised later than the tenth anniversary date of its grant. Notwithstanding the foregoing, if the vesting condition for any option (other than options excluded from the minimum vesting requirement) relates exclusively to the passage of time and continued employment, such time period will not be less than 36 months, with no more than 33 1/3% of the award vesting every 12 months from the date of the award (subject to earlier vesting on certain events described below). If the vesting condition for any award relates to the attainment of specified performance goals, such award will vest over a performance period of not less than 85%one year (subject to earlier vesting on certain events described below).

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Stock Appreciation Rights (SARs). The Compensation Committee may grant SARs under the Plan, either in tandem with stock options or freestanding and unrelated to options. Tandem SARs may be exercised only when the related option is exercisable. Freestanding SARs may be exercised upon such terms and conditions established by the Compensation Committee. Each SAR will be evidenced by an award agreement that will specify the grant price, the term of the SAR and other provisions as the Compensation Committee or board may determine to be appropriate. In no event will the appreciation base of the ordinary shares subject to the SAR be less than the fair market value of the shares on the date of grant. The term of the SAR may not exceed ten (10) years. Notwithstanding the foregoing, if the vesting condition for any SAR (other than SARs excluded from the minimum vesting requirement) relates exclusively to the passage of time and continued employment, such time period will not be less than 36 months, with no more than 33 1/3% of the award vesting every 12 months from the date of the award (subject to earlier vesting on certain events described below). If the vesting condition for any award relates to the attainment of specified performance goals, such award will vest over a performance period of not less than one year (subject to earlier vesting on certain events described below). Upon exercise of a SAR, a participant will be entitled to receive payment from the Company in an amount determined by multiplying (i) the difference between the fair market value of a share on the exercise date and the appreciation base of the SAR, by (ii) the number of shares with respect to which the SAR is exercised.

Restricted Stock and Stock Bonus. The Compensation Committee may grant restricted stock awards, alone or in tandem with other awards under the Plan, subject to such restrictions, terms and conditions, as the Compensation Committee may determine in its sole discretion and as may be evidenced by the applicable agreements. The vesting of a restricted stock award granted under the Plan may be conditioned upon the completion of a specified period of employment or service with the Company or any subsidiary, upon the attainment of specified performance goals, and/or upon such other criteria as the Compensation Committee may determine in its sole discretion. Notwithstanding the foregoing, if the vesting condition for any award that is settled in Company stock, such as restricted stock awards (full value awards) (other than full value awards excluded from the minimum vesting requirement) relates exclusively to the passage of time and continued employment, such time period will not be less than 36 months, with no more than 33 1/3% of the award vesting every 12 months from the date of the award (subject to earlier vesting on certain events described below). If the vesting condition for any full value award (including award of restricted stock) relates to the attainment of specified performance goals, such full value award will vest over a performance period of not less than one year (subject to earlier vesting on certain events described below). Each agreement with respect to a restricted stock award will set forth the amount (if any) to be paid by the participant with respect to the award and when and under what circumstances such payment is required to be made. The Compensation Committee may grant stock bonus awards, alone or in tandem with other awards under the Plan, subject to such terms and conditions as the Compensation Committee may determine in its sole discretion and as may be evidenced by the applicable agreement.

Performance Awards. The Compensation Committee may grant performance awards, alone or in tandem with other awards under the Plan, to acquire shares of Company stock in such amounts and subject to such terms and conditions as the Compensation Committee may from time to time in its sole discretion determine, subject to the terms of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A of the Internal Revenue Code, unless the Compensation Committee will determine otherwise, the Performance Awards will provide that payment will be made within 2 1/2 months after the end of the year in which the Participant has a legally binding vested right to such award. No dividends or dividend equivalents will be paid in respect of unvested performance awards. In the event that the Compensation Committee grants a performance award or other award (other than a nonqualified option or incentive stock option) that is intended to constitute qualified performance-based compensation within the meaning Section 162(m) of the Internal Revenue Code, the following rules will apply: payments under the award will be made solely on account of the attainment of one or more objective performance goals. The performance goals must be established in writing by the Compensation Committee not later than 90 days after the commencement of the period of service to which the award relates (but in no event after 25 percent of the period of service has elapsed). The performance goal(s) to which the award relates may be based on one or more of the business criteria set forth in the Plan.

Other Stock- or Cash-Based Awards. The Compensation Committee is authorized to grant other stock-based awards or other cash-based awards, as deemed by the Compensation Committee to be consistent with the purposes of the Plan. To the extent necessary to satisfy the short-term deferral exception to Section 409A of the Internal Revenue Code, unless the Compensation Committee will determine otherwise, the awards will provide that payment will be made within 2 1/2 months after the end of the year in which the participant has a legally binding vested right to such award. With respect to other cash-based awards intended to qualify as performance based compensation under Section 162(m) of the Internal Revenue Code, (i) the maximum value of the aggregate payment that any participant may receive with respect to any such other cash-based award that is an annual incentive award is $5,000,000, (ii) the maximum value of the aggregate payment that any participant may receive with respect to any such award that is a long-term cash incentive award is the amount set forth in clause (i) above multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve, (iii) the achievement of the awards will be based on the business criteria listed under “Performance Awards” above, and (iv) the additional rules described above applicable to awards intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code will apply. The Compensation Committee may establish such other rules applicable to the other stock- or cash-based awards to the extent not inconsistent with Section 162(m) of the Internal Revenue Code.

Termination of Service. Unless the applicable award agreement provides otherwise or the Compensation Committee in its sole discretion determines otherwise, the Plan generally provides for the treatment of outstanding awards in the event of a

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termination of a participant’s service with or without cause (as such term is defined in the Plan), for good reason (or any like term as defined under a participant’s employment agreement), or as a result of voluntary retirement, death or disability.

Effect of Change in Control. Unless the applicable award agreement provides otherwise, in the event of a Change in Control (as such term is defined in the Plan), and in accordance with the requirements of Section 409A of the Internal Revenue Code:

Amendment or Termination of the Plan. Subject to certain limitations, the Board of Directors or the Compensation Committee may, at any time, suspend or terminate the Plan or revise or amend it in any respect whatsoever; provided, however, neither the Board of Directors, the Compensation Committee nor their respective delegates will have the authority to (a) re-price (or cancel and re-grant) any option or, if applicable, other award at a lower exercise, base or purchase price, or (b) cancel underwater options or stock appreciation rights in exchange for cash (at any time when the fair market value as defined in the Plan of the Company stock is less than the exercise price of the option or stock appreciation right) without first obtaining the approval of the Company’s shareholders.

Federal Income Tax Consequences of the Company’s 2015 Stock Incentive Plan. The following discussion of certain relevant federal income tax effects applicable to stock options and other stock-based awards granted under the plan is a summary only, and reference is made to the Internal Revenue Code for a complete statement of all relevant federal tax provisions.

Options. With respect to nonqualified options (NSO), the participant will recognize no income upon grant of the option, and, upon exercise, will recognize ordinary income to the extent of the excess of the fair market value of the shares on the date of option exercise over the amount paid by the participant for the shares. Upon a subsequent disposition of the shares received under the option, the participant generally will recognize capital gain or loss to the extent of the difference between the fair market value of the shares at the time of exercise and the amount realized on the disposition.

In general, no taxable income is realized by a participant upon the grant of an incentive stock option (“ISO”). If ordinary shares are issued to a participant (option shares) pursuant to the exercise of an ISO granted under the plan and the participant does not dispose of the option shares within the two-year period after the date of grant or within one year after the receipt of such option shares by the participant (a disqualifying disposition), then, generally (i) the participant will not realize ordinary income upon exercise and (ii) upon sale of such option shares, any amount realized in excess of the exercise price paid for the option shares will be taxed to such participant as capital gain (or loss). The amount by which the fair market value of ordinary shares on the exercise date of an ISO exceeds the purchase price generally will constitute an item which increases the participant’s “alternative minimum taxable income.”

If option shares acquired upon the exercise of an ISO are disposed of in a disqualifying disposition, the participant generally would include in ordinary income in the year of disposition an amount equal to the excess of the fair market value of the option shares at the time of exercise (or, if less, the amount realized on the disposition of the option shares), over the exercise price paid for the option shares. Subject to certain exceptions, an option generally will not be treated as an ISO if it is exercised more than three months following termination of employment. If an ISO is exercised at a time when it no longer qualifies as an ISO, such option will be treated as an NSO as discussed above.

In general, we will receive an income tax deduction at the same time and in the same amount as the employee recognizes ordinary income.

Payment of Option Price in Shares.If an option is exercised through the use of Company stock previously owned by the participant (subject to applicable law), such exercise generally will not be considered a taxable disposition of the previously owned shares and, thus, no gain or loss will be recognized with respect to such previously owned shares upon such exercise. The amount of any built-in gain on the previously owned shares generally will not be recognized until the new shares acquired on the option exercise are disposed of in a sale or other taxable transaction. However, if the previously owned shares were acquired on the exercise of an incentive stock option and the holding period requirement for those shares was not satisfied at the time they were used to exercise a stock option, such use would constitute a disqualifying disposition of such previously owned shares resulting in the recognition of ordinary income in the amount described above.

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SARs. The recipient of a grant of SARs will not realize taxable income and we will not be entitled to a deduction with respect to such grant on the date of such grant. Upon the exercise of an SAR, the recipient will realize ordinary income equal to the amount of cash (including the amount of any taxes withheld) and the fair market value of any shares received at the time of exercise. In general, we will be entitled to a corresponding deduction, equal to the amount of income realized.

Restricted Stock. A participant who receives a grant of restricted stock will not recognize any taxable income at the time of the award, provided the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). A participant’s rights in restricted stock awarded under the plan are subject to a substantial risk of forfeiture if the rights to full enjoyment of the shares are conditioned, directly or indirectly, upon the future performance of substantial services by the participant. However, the participant may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the restrictions. If the participant does not make a Section 83(b) election within 30 days of receipt of the restricted shares, the fair market value of the shares on the date the restrictions lapse, less any amount paid by the participant for such shares, will be treated as compensation income to the participant and will be taxable in the year the restrictions lapse. We generally will be entitled to a compensation deduction for the amount of compensation income the participant recognizes

Other Types of Awards. With respect to other awards under the Plan, generally when the participant receives payment with respect to an award, the amount of cash and fair market value of any other property received will be ordinary income to the participant, and the Company generally will be entitled to a tax deduction in the same amount.

New Plan Benefits

Future grants under the Plan will be made at the discretion of the Compensation Committee and, accordingly, are not yet determinable. In addition, benefits under the Plan will depend on a number of factors, including the fair market value of our ordinary shares on future dates and the purchase date, unlessexercise decisions made by the participants. Consequently, at this time, it is not possible to determine the future benefits that might be received by participants receiving discretionary grants under the Plan. The following table reflects annual awards made under the Plan in 2016.

NEW PLAN BENEFITS
		2015 Stock Incentive Plan
Name and Position		Dollar Value ($)(1)				Number of Units
Rajiv De Silva,President and Chief Executive Officer		$	12,516,354				317,239
Suketu P. Upadhyay,Executive Vice President & Chief Financial Officer		$	3,310,505				89,936
Paul V. Campanelli,President, Par Pharmaceutical		$	2,773,310				75,342
Matthew J. Maletta,Executive Vice President, Chief Legal Officer		$	1,331,238				36,165
Susan Hall,Executive Vice President, Chief Scientific Officer and Global Head of Research & Development and Quality		$	1,563,569				42,477
Executive Group		$	6,549,503				179,005
Non-Executive Director Group		$	3,095,008				61,629
Non-Executive Officer Employee Group		$	42,079,578				1,500,002

(1)

Award levels established at the time of grant are based on the grant expected value, which is derived from Endo’s closing stock price at the time of grant for RSUs and PSUs and the Black-Scholes valuation model for options. For accounting and proxy reporting purposes, the LTI amounts reported above represent the grant date fair value under ASC 718 (see Summary Compensation Table’s footnote (1) on page 48 for additional details).

Current Equity Compensation Committee changesPlan

The following information relates to plans in effect as of December 31, 2015 under which equity securities of Endo may be issued to employees and directors.

		Column A				Column B				Column C
Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights				Weighted-average exercise price of outstanding options, warrants and rights(1)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A)
Equity compensation plans approved by security holders			4,558,977			$	51.48				9,288,514
Equity compensation plans not approved by security holders			—				—				—
Total			4,558,977			$	51.48				9,288,514

(1)	Excludes shares of restricted stock units and performance share units outstanding

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---

As of April 14, 2016, the purchaseCompany had 222,660,743 ordinary shares outstanding, and under the Endo International plc 2004, 2007, 2010, 2015 and Assumed Stock Incentive Plans: (i) 4,048,005 stock options outstanding (vested and unvested), with a weighted average exercise price prior toof $51.14 and a weighted average remaining term of 6.71 years; and (ii) 2,066,439 shares of unvested restricted stock and restricted stock units outstanding. As of April 14, 2016, 7,052,252 shares were available for grant under the beginning of an offering period to be not less than 85%Endo International plc 2015 Stock Incentive Plan, which is the sole equity compensation plan under which the Company grants equity awards. The closing price of the fair market value of ourCompany’s ordinary shares on the purchase date or the beginningApril 14, 2016 was $27.16.

Vote Required

The affirmative vote of a majority of the offering period, whichever is lower. The purposevotes cast at the Annual Meeting in person or by proxy will be required to approve the amendment to the Plan. Abstentions will not be considered votes cast in respect of the ESPP is to provide participating employees with the opportunity to acquire an ownership interest in Endo. These ownership interests are designed to provide an incentive for participants to help increase our long-term growthproposal.

The Compensation Committee and success and provide an opportunity to share in that success as we continue to shape the future of our business.

Administration. The ESPP is administered by our Board of Directors orrecommends a committee appointed by our Board of Directors for such purpose (the committee). The committee has full discretionary authority to interpret and construe any provisionvote FOR the approval of the ESPP and to adopt such rules and regulations for administering the ESPP as it deems necessary. The committee may appoint an employee or employees of the Company, or a qualified third, party to administer the plan (the plan administrator).

Shares Available for Issuance Under the ESPP. On May 15, 2011, shareholders of Endo Health Solutions Inc. approved an employee stock purchase plan with up to 1% of the outstanding common shares on April 15, 2011 available for issuance. In connection with the acquisition of Endo Health Solutions Inc. by the Company, the available shares were converted into the same number of available shares of the Company. As of April 15, 2014, there were approximately 722,000 shares available for issuance under the ESPP. The Company is not requesting the authorization of additional shares in this proposal.

Adjustments. In the event that adjustments are made in the number of issued ordinary shares or such shares are exchanged for a different class of share of the Company or for shares of share of any other corporation by reason of merger, consolidation, share dividend, share split or otherwise or there occurs such other event involving the Company which in the discretion of the committee requires adjustment hereunder, the committee may make appropriate adjustments in (i) the number and class of shares or other securities that may be reserved for purchase, or purchased, hereunder, and (ii) the purchase price of an ordinary share under the plan. All such adjustments shall be made in the sole discretion of the committee, and its decision shall be binding and conclusive.

Eligibility. Each of our employees and our subsidiary employees that adopt the ESPP, who are scheduled to work for the Company or such subsidiary for a minimum of twenty hours per week, are eligible to participate in the ESPP. An employee may enroll during the enrollment period prioramendment to the first trading date of the applicable offering period or, for newly hired employees, during the enrollment period for the first offering period following the commencement of employment. Under the requirements of the Internal Revenue Code, an employee who owns five percent or more of the total combined voting power of all classes of our shares is not eligible to participate in the ESPP. For purposes of determining who is a five percent owner, attribution of ownership rules apply, and shares subject to outstanding options are taken into account. As of April 15, 2014, there are approximately 3,000 eligible participants, based on the current population of Endo and our participating subsidiaries.International plc 2015 Stock Incentive Plan.

Offering Period. Under the ESPP, there will be a series of consecutive quarterly offering periods. The current offering period began on April 1, 2014 and will end on June 30, 2014. Unless the committee determines otherwise prior to the beginning of an offering period, each subsequent offering period will begin at three-month intervals on each July 1, October 1

 

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and January 1 (or the next trading day, if such date is not a trading day) over the term of the ESPP and will last for three months, ending on September 30, December 31 and March 31 as the case may be (or the next trading day, if such date is not a trading day).

Participation. Payment for shares purchased under the ESPP are made by authorized payroll deductions in accordance with instructions received from a participant. Such deductions may not be more than 10% of the participant’s salary or wage compensation received from the Company or a participating subsidiary, as applicable as in effect at the start of such quarterly offering period. On the last trading date of each plan quarter, the amount in a participant’s account will be charged with the aggregate purchase price of the largest number of shares of our shares which can be purchased with such amount (including fractional shares, if so authorized by the committee) and such shares will be purchased by the participant. The balance, if any, in the participant’s account following the purchase will be carried forward to the next quarterly offering period.24

Cessation of Participation. Participants may stop their participation in the ESPP during any offering period by filing the appropriate forms with the plan administrator prior to the close of business on the last trading day of each calendar quarter or other date as the plan administrator determines. A participant who elects to cease participation in the ESPP for a particular offering period may not rejoin that offering period at a later date. Participation ends automatically upon termination of employment or if the participant ceases to be an eligible employee for any reason (including death, disability, termination of employment, or other change in status). If a participant ceases to participate in the ESPP for any reason, the dollar amount in such participant’s account will be refunded or distributed to the participant, or in the case of death, the participant’s designated beneficiary on file or estate, or otherwise disposed of in accordance with policies and procedures prescribed by the committee in cases where such a refund or distribution may not be possible.

Maximum Number of Purchasable Shares. The maximum number of shares that a participant may purchase in any calendar year is equal to $25,000 divided by the closing selling price per ordinary share on the first day of the offering period, subject to share adjustments in connection with certain events as described above. The committee may establish different limits before the start of any offering period. In addition, under IRS requirements, no participant may purchase more than $25,000 worth of our ordinary shares during each calendar year in which such option is outstanding.

Amendment. Our Board of Directors or the committee may amend or terminate the ESPP at any time. However, our Board of Directors or committee may not amend the ESPP without shareholder approval if such amendment increases the number of ordinary shares issuable under the ESPP (except for permissible adjustments in the event of changes in our capitalization), materially increases the benefits accruing to participants, or materially modifies the requirements as to eligibility for participation in the ESPP.

Termination. Unless sooner terminated by our Board of Directors or the committee, the ESPP will continue in effect through, and including December 31, 2022. The ESPP will be suspended if at any time all shares available for issuance under the ESPP have been issued.

Benefits under the ESPP. The benefits to be received by our executive officers and employees under the ESPP are not determinable because, under the terms of the ESPP, the amounts of future share purchases are based upon elections made by eligible employees subject to the terms and limits of the ESPP. Directors who are not employees do not qualify as eligible employees and thus cannot participate in the ESPP. Future purchase prices are not determinable because they will be based upon the closing selling price of our ordinary shares on the applicable purchase date.

The closing selling price per ordinary share on April 15, 2014, was $56.28 on NASDAQ and $61.40 on the Toronto Stock Exchange.

Federal Income Tax Consequences

The following is a brief description of the U.S. federal income tax consequences generally arising with respect to options that may be awarded under the ESPP. The ESPP is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code. The ESPP is not intended to qualify under Section 401 of the Internal Revenue Code and is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended. This description of the federal income tax consequences of the ESPP is not a complete description. There may be different tax consequences under certain circumstances, including local and foreign tax consequences. All affected individuals should consult their own advisors regarding their own situation. This discussion is intended for the information of the shareholders considering how to vote at the annual meeting and not as tax guidance to individuals who will participate in the ESPP.

Under the Internal Revenue Code as currently in effect, a participant in the ESPP will not be deemed to have recognized income, nor will we be entitled to a deduction, upon the participant’s purchase of our ordinary shares under the ESPP. Instead, a participant will recognize income when he or she sells or otherwise disposes of our ordinary shares or upon his or her death.

If a participant sells our ordinary shares purchased under the ESPP more than two years after the date on which the option to purchase our ordinary shares was granted and more than one year after the purchase of our ordinary shares (the holding period), a portion of the participant’s gain will be ordinary income and a portion may be capital gain. The participant will be taxed at ordinary income tax rates on the excess of the value of our ordinary shares on the date on which the option was granted (on the first day of the offering period) over the purchase price, or, if less, the entire gain on the sale. The participant

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will have additional capital gain or loss equal to the difference, if any, between the proceeds of the sale and the participant’s basis in our ordinary shares (the purchase price plus any ordinary income realized). The capital gain rate will depend on how long our ordinary shares are held by the participant. We will not be entitled to any tax deduction with respect to a sale by a participant after the holding period.

If a participant sells our ordinary shares before the expiration of the holding period, the participant generally will be taxed at ordinary income tax rates to the extent that the value of our ordinary shares on the purchase date exceeded the purchase price. We will be entitled to a corresponding deduction. The participant will have additional capital gain or loss on the difference between the proceeds of the sale and the participant’s basis in our ordinary shares (the purchase price plus any ordinary income realized). The capital gain rate will depend on how long our ordinary shares are held by the participant.

The estate of a participant who dies while holding our ordinary shares purchased under the ESPP will recognize ordinary income in the year of the participant’s death in an amount equal to the excess of the value of our ordinary shares on the date on which the share was granted over the purchase price, or, if less, the amount by which the fair market value of our ordinary shares on the date of death exceeds the purchase price.

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Compensation Discussion and Analysis

 

As noted above under “General Information,” Endo Health Solutions Inc. became an indirect wholly-owned subsidiary of Endo International plc, a newly-formed Irish holding company, on February 28, 2014 (the “transaction”). Each of the executive officers of Endo Health Solutions Inc. became executive officers of the Company, and the compensation programs of Endo Health Solutions Inc. generally continue to be in place. References below to the     Executive Summary
		Compensation Committee relate to Endo Health Solutions Inc. prior to the transaction, and Endo International plc following the transaction.Philosophy   Pay-for-performance underlies Endo’s compensation philosophy. The Compensation Committee believes that the most effective executive compensation program is one that is designed to provide incentives that advance the interests of shareholders and deliver levels of compensation that are commensurate with performance. Endo’s compensation philosophy is designed to support our business strategy by attracting and retaining highly-talented individuals and motivating them to achieve competitive corporate performance, while embracing the Company’s key valuesKey Values and behaviors. The following summarizes Endo’s financial, strategic and market performance under Mr. De Silva’s leadership:
				Strategic Vision ¡    To become a leading global specialty pharmaceutical company that improves lives while creating value: ¡    Top tier shareholder value creator ¡    Leadership in areas with relevance to patients, physicians and customers ¡    Focus on areas where we can create value: ¡    Growth in U.S. Branded Pharmaceuticals, U.S. Generic Pharmaceuticals and International Pharmaceuticals ¡    Target specialized segments to gain leadership in branded and generic pharmaceuticals ¡    Create value through differentiated operating model: ¡    Operating structure, scope and size to fuel robust and sustainable growth ¡    Durable financial structure strengthened by favorable effective tax and prudent allocation of capital ¡    Increasing operating efficiency and margins ¡    Achieve sustainable growth: ¡    Expanded portfolios in both branded and generic pharmaceuticals leading to double digit organic top- and bottom-line growth ¡    Dual focus on organic growth and selective M&A opportunities ¡    Invest in de-risked R&D pipeline				Strategic Results ¡    Advanced Endo’s strategic transformation into a leading specialty pharmaceutical company that improves lives while creating value ¡    Delivered solid financial results in 2015 with the Company positioned for double-digit underlying growth over the mid- to long-term: ¡    Achieved 37% increase in total revenues compared to 2014 with strong organic and overall growth in Branded, Generic and International Pharmaceuticals ¡    Exceeded budgeted diluted earnings per share from continuing operations and exceeded the top end of the EPS guidance range, with an overall increase of 28% ¡    Achieved 63% increase in adjusted income from continuing operations compared to 2014 ¡    Completed value creating M&A transactions: ¡    Acquired Auxilium Pharmaceuticals revitalizing Branded portfolio and expanding R&D pipeline ¡    Completed the acquisition of Par Pharmaceutical creating a top-four U.S. generics company by market share and a powerful platform for future growth and further strategic M&A ¡    Divested AMS Men’s Health business consistent with specialty pharmaceutical focus ¡    Expanded the International Pharmaceuticals business unit further diversifying the Company’s financial profile ¡    Expanded and de-risked R&D pipeline in both Branded and Generic Pharmaceuticals capable of fueling long-term organic growth ¡    Gained approval for BELBUCA™ and received updated XIAFLEX® Label with Recurrence and Retreatment Data in Patients with Dupuytren’s Contracture, while selecting and initiating studies for new indications ¡    Extended U.S. rights for VOLTAREN® Gel and gained rights to an authorized generic through 2023 ¡    Achieved favorable OPANA® ER ruling upholding two patents and removing generic versions from the market ¡    Continued to build Irish infrastructure producing a favorable effective tax rate leading to excellent cash flow conversion and balance sheet de-levering
				Financial Results & Market Performance

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Executive Summary
		Program Objectives and Elements of Executive Compensation   Our executive compensation program seeks to:
		•¡		Align pay practices and incentive structures with long-term shareholder value;
		•¡		Provide appropriate compensation for achieving annual results while fostering a long-term performance orientation;
		•¡		Link compensation with Company and individual performance;
		•¡		Reward high performance as measured against the Company’s strategic and business plans;
		•¡		Reflect the competitive market for acquiring and retaining top talent; and
		•¡		Mitigate pay practice risks.risks through a balanced approach to performance-based compensation.
		Elements In support of Executive Compensation
		Thethese objectives, the Company’s compensation programs consist of elements designed to complement each other and reward achievement of short-term and long-term objectives tied to the Company’s performance through the establishment and achievement of strategic operating metrics or as a function of the Company’s total shareholder return. In support of our compensation philosophy, we have chosen selected metrics to align employee compensation, including compensation for the NEOs, to the Company’s business strategy and strategic operating results. The three principal components of the Company’s total compensation are base salary, annual cash incentive compensation (IC) and equity-basedequity- based LTI compensation, as discussed in greater detail under the section “Executive Compensation Program”. Competitive Considerations In making compensation decisions with respect to each element of compensation, the Compensation Committee consid ers the competitive market for executives and compensation levels provided by comparable companies. The Compensa tion Committee reviews the compensation practices at companies with which it competes for talent, including businesses engaged in activities similar to those of the Company. While we do not believe that it is appropriate to establish compensation levels based primarily on benchmarking, we believe that information regarding pay practices at other companies is nevertheless useful in two respects. First, we recognize that our compensation practices must be com petitive in the marketplace. Second, independent marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation.   Base SalaryThe Compensation Committee generally aligns target executive compensation at the median of compensation packages for executives in similar positions and with similar responsibilities and experience at similar companies of comparable size with the opportunity for top quartile actual compensation based upon individual and Company performance. We recognize, however, that positions with similar titles are not always comparable in terms of responsibility to such positions at the Company. The Compensation Committee’s choice of this target percentile reflects job responsibilities, valuethe Company’s consideration for our shareholders’ inter ests in paying what is competitive to achieve our corporate goals, while conserving cash and equity as much as practicable. We believe that, given our compensation philosophy and objectives, compensation targeted at the median of similar- situated companies with the opportunity for top quartile total compensation based upon performance is generally suffi cient to retain our current executive officers and to hire new executive officers when and as required. In setting compensation for the NEOs, the Compensation Committee considers comparative market data requested from Hay Group, its compensation consultant. In gathering relevant competitive market compensation data, the Compensation Committee approved the use of a sample of companies with similar operations as Endo. We refer to all of these sample companies as the “Pay Comparator Companies.” The Committee believes that Endo com petes with the Pay Comparator Companies for talent and for shareholder investment. In assessing the relevance of the Pay Comparator Companies, Hay Group evaluates the appropriateness based on several key criteria in an effort to identify comparator companies with the most appropriate business fit. These factors include company size (in terms of both rev enue and market cap), industry/business sector, operating complexity, location, talent market, customer base and other relevant factors, recognizing that not all peer companies will match all criteria and not all criteria are of equal importance. The Pay Comparator Companies typically have similar executive officer positions, however, the Compensation Committee does not attempt to set each compensation element for each executive within a particular range as it relates to the CompanyPay Comparator Companies. Instead, the Compensation Committee uses market comparisons as one factor in making com pensation decisions. Among other factors considered when making individual executive compensation decisions include individual contribution and individual performance, while also taking into consideration market competitiveness.reporting structure, complexity and importance of role and responsibilities, leadership and growth potential.

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Executive Summary				•		Annual cash IC is a short-term program that reinforces the Company’s pay-for-performance approach, rewarding the achievement of annual financial goals and objectives that support the Company’s strategic and operating priorities.

		•		LTI compensation provides an equity-based award that is performance-based. The objective of the program is to align compensation for NEOs over a multi-year period directly with the interests of shareholders of the Company by motivating and rewarding the creation and preservation of long-term shareholder value.
		Hay Group makes regular recommendations to the Committee regarding the recalibration of the Pay Comparator Companies referenced. As a result of this annual review, Endo recalibrated the Pay Comparator Companies in response to continuing acquisition activity within the industry, Endo’s decision to divest our AMS device businesses (now reported as discontinued operations), and the need to include organizations that were more relevant to Endo’s size and business composition. Industry consolidation continues to present significant challenges in Endo’s selection process. The continued consolidation of viable peer companies and loss of many similarly sized competitor companies during the past few years has forced Endo to consider comparator companies that fall outside of the normal size parameters in order to include organizations relevant to Endo’s business. This includes companies both larger and smaller in size, in an effort to include a balanced and fair assessment of the range of competitive pay levels. Ultimately, Endo believes it is imperative that the comparator companies align with Endo’s customer base and market for key talent in order to establish a reasonable assessment of competitive pay levels for our NEOs. The Compensation Committee approved Pay Comparator Companies for 2015 are listed in the table below:

		2015 Pay Comparator Companies
		Alexion Pharmaceuticals Inc.		Mallinckrodt plc
		Alkermes plc		Mylan NV
		Allergan plc		Perrigo Co. plc
		Biogen Inc.		Regeneron Pharmaceuticals
		BioMarin Pharmaceutical Inc.		United Therapeutics Corporation
		Celgene Corporation		Valeant Pharmaceuticals Int’l
		Jazz Pharmaceuticals plc		Vertex Pharmaceuticals Inc.

		Say-on-Pay Consideration
		In establishing 20142016 compensation, the Compensation Committee also considered the results of the most recent shareholder advisory vote on executive compensation (the “say-on-pay vote”)say-on-pay vote) at Endo Health Solutions Inc.’s annual meeting of shareholdersthe Company’s Annual Meeting held in May 2013,June 2015, where over 90%82% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee believes this result affirmsFollowing the Company’s shareholder support for our executive compensation decisions and policies, and as such,outreach initiatives in 2015, the Compensation Committee did not implement any changes as a result of this vote.enhanced the Company’s disclosure related to performance metrics and how performance is measured, and following the 2015 say-on-pay vote, the Compensation Committee approved the transition from an absolute stock appreciation metric to relative TSR performance criteria for performance-based LTI awards. The Compensation Committee will continue to consider the results of future say-on-pay votes when making executive compensation decisions and policies.   Pay Risk and Governance At least on an annual basis, the Company conducts an assessment of the potential risks associated with the Company’s compensation arrangements, policies and practices. The assessment is conducted by Hay Group and then reviewed by the Company’s Compensation Committee. A key objective is to determine whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. This risk assessment process includes: ¡     A comprehensive review of compensation programs with the highest potential for material adverse effect; ¡     Identification of key Company positions and business areas that could potentially carry a significant portion of the Company’s risk profile; ¡     Identification of compensation programs for the key Company positions and/or business areas; ¡     An analysis of employee compensation plans with the highest potential for risk pursuant to which we: ¡     Identify the features within the plans that could potentially encourage excessive or imprudent risk taking; ¡     Identify business risks that these features could potentially encourage; ¡     Identify controls and plan features that mitigate the risks identified; ¡     Determine residual risk remaining after having identified mitigating controls and features; and ¡     Assess whether residual risk is reasonably likely to have a material adverse effect on the Company as a whole.

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				Executive Summary
		The Compensation Committee also reviews the Company’s compensation programs that allow for variable payouts. A key consideration is the establishment of an appropriate mix of performance metrics. The Compensation Committee also oversees the plans so that they reward both annual goal achievement and the long-term sustainable success of the Company. In addition, the reviews focus on plans where an employee might be able to influence payout factors and programs that involve our executives, with a focus on analyzing whether any of the performance targets encourage excessive risk taking. During the assessment, several control and design features of the Company’s compensation program that are intended to mitigate the risk of excessive risk-taking are evaluated. Risk profiles are also evaluated on an on-going basis by the Company’s management team as new program designs are considered. Based on the process described above, it was concluded that the potential risks associated with the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Endo. The Compensation Committee will continue to review the Company’s compensation programs at least annually to identify and address potential risks that may have a material adverse effect on the Company. Company Implemented Actions
		In response to the evolving nature of our business structure and our goal to strengthen our executive pay decisions, emphasis has been placed on continuing to enhance the effectiveness of our executive compensation policies in increasing shareholder value creation and preservation. The following reflects the leading practices implemented and maintained by the Company in an effort to achieve pay-for-performance, while maintaining good corporate governance:

’

 

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Item		Actions
	Competitive Considerations		•¡		Established“Pay Comparator Companies” updated and maintained “Data Point Companies” to compare NEO total compensation levels; and
	•¡		Conduct assessments at least annually of the positioning of NEO total compensation levels against the Data PointPay Comparator Companies to assess competitive external market alignment.alignment in the industry sectors in which Endo competes for talent.
Incentive Compensation		•Incentive Compensation		Design and implement short-¡   Short- and long-term incentive programs designed to closely link pay and performance with the objective of enhancing shareholder value;
	•¡		Determine equity   Equity plans prohibit the re-pricing of equity awards without shareholder approval and do not allow for cash buyouts of underwater options;
		•¡		Implemented a “double   “Double trigger” change in control provisionprovisions in our 20102015 Stock Incentive Plan;
		•¡		Affirmed that all future non-Director   LTI awards granted to employees under the current stock plans will vest over no fewer than2015 Stock Incentive Plan are generally subject to three years, unless the non-Director meets the retirement eligibility requirements;year vesting conditions, subject to earlier vesting on certain events;
		•¡		Based   PSU performance criteria exclusivelybased on absoluterelative 3-year TSR against a custom index of pharmaceutical companies, with maximum payout levels based on 3-year compounded annual growth rate (CAGR) stock price performance;
		•¡		Increased the portion   PSUs for Mr. De Silva account for 75% of LTI value with remaining LTI in the form of stock options; 100% tied to value creation; ¡   PSUs awarded to senior management as PSUs toaccounts for 50%, with of LTI, resulting in 75% of equity compensation is now tied to value creation; and
		•¡		Expanded   PSU eligibility while adjusting the equity mixin place for all Vice President-level positions account for 33.3% of LTI Value; 66.6% tied to value creation to further strengthen the focus on shareholder value creation and preservation.preservation; and ¡   Stock option eligibility in place for middle-management positions, allowing for 50% of the total LTI value to be tied to value creation.
	Employment Agreements		•¡		Adopted a policy that Endo will not offer new employees “golden   “Golden parachute” gross-up payments related to excise tax liabilities resulting from a change in control of the Company;Company prohibited; and
	•¡		Committed that, except   Except as required by local law, the Company will not enter into any new NEO employment agreements with automatic renewal provisions unless the agreements can be terminated at the end of their term without the payment of severance.are disallowed.
Risk Management		•Risk Management		Conduct¡   Annual assessments at least annuallyconducted of the potential risks associated with compensation arrangements, policies and practices to confirm that they are not reasonably likely to have material adverse effect on Endo;
		•¡		Adopted a compensation   Compensation recovery policy (clawback) relating to repayment of cash incentive awards by an executive in the event of a restatement of the Company’s financial results;
		•¡		Adopted a policy prohibiting the hedging   Hedging and pledging of Company stock by employees and/or non-employee Directors (as described earlier under the Insider Trading Policy section in Proposal 1);is prohibited;
		•¡		Adopted stock   Stock ownership guidelines for both non-employee Directors and for executive management to align their interests with the interests of Endo Shareholders;shareholders (requiring non-employee Directors not to sell shares until guidelines are attained);
		•¡		Implemented a three month holding period requirement on all shares purchased through   Shareholder approval sought for individual share limitations for non-employee Directors (as noted in the ESPPproposed amendment to the 2015 Stock Incentive Plan described earlier in order to further reinforce the Company’s emphasis on building an ownership culture;Proposal 6); and
		•¡		The Compensation Committee retained Hay Group as its independent compensation consultant.

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Executive Compensation Program

Overall Program Objectives

The Company’s primary objectives with respect to the development and implementation of executive compensation programs are to attract, retain and motivate highly qualified talent, as well as align executive compensation with the Company’s overall operating performance and business strategies, closely linked to the enhancement of shareholder value. The Compensation Committee believes that the most effective executive compensation program is one that is designed to recognize the achievement of specific annual, long-term and strategic goals of the Company, rewarding executives who contribute to meeting and exceeding the Company’s business objectives, with the ultimate objective of improving shareholder value.

Accordingly, the Company provides incentives to advance the interests of shareholders and deliver levels of compensation that are commensurate with performance. Overall, the Company designs its compensation program to:

create a strong performance alignment with shareholders’ interests;

support the corporate business strategy and business plan by clearly communicating what is expected of executives with respect to goals and results and by rewarding achievement; and

recruit, retain and motivate superior talent.

The Company seeks to achieve these objectives through three key compensation elements:

a base salary;

a performance-based annual cash incentive (i.e., annual IC program); and

an annual (and, under certain circumstances, periodic) grant of long-term, equity-based compensation (i.e., a long- term incentive), comprised of PSUs that have performance-based vesting requirements, RSUs subject to time-based vesting requirements, and stock options.

The Compensation Committee reviews compensation information for each NEO relative to company and individual performance, which includes the following information:

the annual compensation and benefit values that are being offered to each executive;

the value of all outstanding equity awards; and

the value of all other compensation.

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The Compensation Committee also meets with our Chairman, President and Chief Executive Officer and other management in connection with compensation matters and regularly meets in executive sessions with and without Hay Group Compensation Committee consultants.

Competitive Considerations

In making compensation decisions with respect to each element of compensation, the Compensation Committee considers the competitive market for executives and compensation levels provided by comparable companies. The Compensation Committee reviews the compensation practices at companies with which it competes for talent, including businesses engaged in activities similar to those of the Company, including branded pharmaceuticals, generics, devices and services in 2013 (prior to the divestiture of the HealthTronics services business on February 3, 2014). While we do not believe that it is appropriate to establish compensation levels based primarily on benchmarking, we believe that information regarding pay practices at other companies is nevertheless useful in two respects. First, we recognize that our compensation practices must be competitive in the marketplace. Second, independent marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation.

The Compensation Committee generally aligns target executive compensation at the median of compensation packages for executives in similar positions and with similar responsibilities and experience at similar companies of comparable size with the opportunity for top quartile actual compensation based upon individual and Company performance. We recognize, however, that positions with similar titles are not always comparable in terms of responsibility to such positions at the Company. The Compensation Committee’s choice of this target percentile reflects the Company’s consideration for our shareholders’ interests in paying what is competitive to achieve our corporate goals, while conserving cash and equity as much as practicable.

We believe that, given the industries in which we operate and our compensation philosophy and objectives, compensation targeted at the median of similar-situated companies with the opportunity for top quartile total compensation based upon performance is generally sufficient to retain our current executive officers and to hire new executive officers when and as required. In setting compensation for the NEOs, the Compensation Committee considers comparative market data requested from Hay Group, its compensation consultant. In gathering relevant competitive market compensation data, the Compensation Committee approved the use of a sample of mid-sized companies with similar operations as Endo.

We refer to all of these sample companies as the “Data Point Companies.” The Committee believes that Endo competes with the Data Point Companies for talent and for shareholder investment. The Data Point Companies typically have similar executive officer positions and create a range of comparative compensation values that are utilized by the Compensation Committee to confirm that salary levels and overall incentive opportunities approved by the Compensation Committee are consistent with the Company’s overall objectives. Hay Group makes regular recommendations to the Committee regarding the recalibration of the Data Point Companies referenced, which includes a cross-industry composite of companies that reflects the Company’s current business segments. On an annual basis, the Compensation Committee re-evaluates the Data Point Companies from a business revenue allocation perspective once any respective segment shifts significantly in a given year. As a result of this annual review, the Company maintained the current Data Point Companies, since the current composition approximates Endo’s 2013 segment allocation. The Compensation Committee approved Data Point Companies for 2013 are listed in the table below.

2013 Data Point Companies
Actavis, Inc.		CareFusion Corporation		Intuitive Surgical, Inc.		Salix Pharmaceuticals Ltd.
Allergan Inc.		Celgene Corporation		Mylan Inc.		Valeant Pharmaceuticals Inc.
Biogen Idec Inc.		Edwards Lifesciences Corporation		Perrigo Company		Vertex Pharmaceuticals Inc.
C.R. Bard, Inc.		Forest Laboratories Inc.		Regeneron Pharmaceuticals, Inc.		Warner Chilcott Ltd.

The graphs below reflect the Data Point Companies’ revenue composition reported at the time of the Compensation Committee’s review and approval in 2013, as well as Endo’s actual revenue allocation across business segments for 2013.

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The Compensation Committee does not attempt to set each compensation element for each executive within a particular range related to levels provided by the Data Point Companies. Instead, the Compensation Committee uses market comparisons as one factor in making compensation decisions. Among other factors considered when making individual executive compensation decisions include individual contribution and performance, reporting structure, complexity and importance of role and responsibilities, leadership and growth potential.

Pay Risk

At least on an annual basis, the Company conducts an assessment of the potential risks associated with the Company’s compensation arrangements, policies and practices. The assessment is conducted by Hay Group and then reviewed by the Company’s Compensation Committee. A key objective is to determine whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. This risk assessment process includes:

A comprehensive review of compensation programs with the highest potential for material adverse effect;

Identification of key Company positions and business areas that could potentially carry a significant portion of the Company’s risk profile;

Identification of compensation programs for the key Company positions and/or business areas;

An analysis of employee compensation plans with the highest potential for risk pursuant to which we:

¡

Identify the features within the plans that could potentially encourage excessive or imprudent risk taking;

¡

Identify business risks that these features could potentially encourage;

¡

Identify controls and plan features that mitigate the risks identified;

¡

Determine residual risk remaining after having identified mitigating controls and features; and

¡

Assess whether residual risk is reasonably likely to have a material adverse effect on the Company as a whole.

The Compensation Committee also reviews the Company’s compensation programs that allow for variable payouts. A key consideration is the establishment of an appropriate mix of performance metrics. The Compensation Committee also oversees the plans so that they reward both annual goal achievement and the long-term sustainable success of the Company. In addition, the reviews focus on plans where an employee might be able to influence payout factors and programs that involve our executives, with a focus on analyzing whether any of the performance targets encourage excessive risk taking. During the assessment, several control and design features of the Company’s compensation program that are intended to mitigate the risk of excessive risk-taking are evaluated. Risk profiles are also evaluated on an on-going basis by the Company’s management team as new program designs are considered.

Based on the process described above, it was concluded that the potential risks associated with the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on Endo. The Compensation Committee will continue to review the Company’s compensation programs at least annually to identify and address potential risks that may have a material adverse effect on the Company.

Compensation Components

The three principal components of the Company’s total compensation are: base salary, annual cash incentive compensation and equity-based LTI compensation. In allocating compensation among these elements, we believe that the majority of the compensation of our senior-most levels of management—the levels of management having the greatest ability to influence the Company’s performance—should be performance-based.

 

In making decisions with respect to any element of a named executive officer’s compensation, the Compensation Committee considers the total compensation that may be awarded to the officer, including salary, annual IC cash bonus and long-term incentive compensation. In addition, in reviewing and approving employment agreements for NEOs, the Compensation Committee considers the other benefits to which the officer is entitled by the agreement, including compensation payable upon termination of the agreement under a variety of circumstances. The Compensation Committee’s goal is to award compensation that is competitive to attract and retain highly qualified leaders and motivate high business performance. The Compensation Committee believes that its compensation programs align executive and shareholder interests by effectively calibrating compensation payout levels with individual and Company performance.

Base Salary

Purpose:Purpose.The objective of base salary is to reflect job responsibilities, value to the Company and individual performance while taking into consideration market competitiveness. We seek to provide our executive officers with competitive annual base salaries in order to attract and retain them. While the base salary component of our executive officer compensation program is primarily designed to provide the baseline level of compensation to executive officers, individual performance is also a key consideration when establishing appropriate base salary levels, further supporting the Company’s pay-for-performance philosophy.

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Considerations:Considerations.Salaries for the NEOs are determined initially by each individual’s employment agreement which are described under “Employment and Change in Control Agreements; Severance Agreements” below. These salaries and the amount of any increase over these salaries are determined by the Compensation Committee based on a variety of factors, including:

the nature and responsibility of the position and, to the extent available, salary norms for persons in comparable positions at the Data Point Companies;

the expertise and competencies of the individual executive;

the competitiveness of the market for the executive’s services;

internal review of the executive’s compensation, both individually and relative to other NEOs;

the recommendations of the President and Chief Executive Officer (except in the case of the President and Chief Executive Officer’s own compensation); and

individual performance of the NEO, which includes:

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the nature and responsibility of the position and, to the extent available, salary norms for persons in comparable positions at the Pay Comparator Companies;

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the expertise and competencies of the individual executive;

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the competitiveness of the market for the executive’s services;

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internal review of the executive’s compensation, both individually and relative to other NEOs;

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the recommendations of the President and Chief Executive Officer (except in the case of the President and Chief Executive Officer’s own compensation); and

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individual performance of the NEO, which includes:

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achievement of individual annual goals and objectives, the risks and challenges involved, and the impact of the results;

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performance of day-to-day responsibilities;

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increases in competencies and skill development;

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value of the NEO’s contribution to function and Company goal achievement; and

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behaviors aligned with Endo key values.Key Values.

Base salaries are generally reviewed annually. In reviewing salaries, the Compensation Committee adjusts salaries from time to time to realign salaries with market levels, individual performance and incumbent experience. The Compensation CommitteeCommit-

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tee also considers salaries relative to those of others within the Company and may, on occasion, make adjustments to salaries or other elements of total compensation, such as incentive compensation and long-term incentive opportunities,targets, where such an adjustment would correct a compensation imbalance, as the Compensation Committee deems appropriate.

20132015 Decisions Regarding Base Salary:Salary.In November 2013,2015, as part of the Compensation Committee’s annual review of compensation, Hay Group provided the Compensation Committee with a market assessment of the competitive compensation for the Company’s executive officers. This assessment included reviewing the Data PointPay Comparator Companies and:

establishing a benchmark match for each of the positions;

gathering and analyzing competitive compensation from relevant labor markets; and

developing competitive market medians of compensation for the positions.

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establishing a benchmark match for each of the positions;

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gathering and analyzing competitive compensation from relevant labor markets; and

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developing competitive market medians of compensation for the positions.

Based on the competitive market data referred to above, the Compensation Committee developed, with the assistance of Hay Group, market medians of compensation for each of Endo’s compensation elements (base salary, target annual incentive compensation, and expected value of long-term incentive compensation) and then compared each NEO’s current compensation to the market median for each data sample. The market data and the performance of each of Endo’s NEOs are reviewed each year, but there is no assurance that any of their individual compensation packages will be aligned with the market. Please reference the “Individual Compensation Determination” section for approved salary actions.

Performance-Based Annual Cash Incentive Compensation (IC)

Purpose: Purpose.The compensation program provides for an annual cash incentive that directly reinforces the Company’s pay-for-performance approach. This incentive compensation, or IC, program is a short-term performance-based incentive plan that rewards the achievement of annual goals and objectives, as well as longer-range strategic goals. The objective of the program is to compensate individuals based on the achievement of specific goals that are intended to correlate closely with shareholder value. The respective annual cash IC target for each named executive officer related to 2013, to be paid in early 2014, is expressed in the graph to the right.

* On February 27, 2014, the Company announced that Dr. Gergel would be leaving the Company effective March 31, 2014.

**On December 12, 2012, the Company announced that Mr. Holveck would retire from the Company, but would continue to serve in his then present positions until the earlier of his successor being in place or the May 2013 annual meeting of Endo shareholders. On February 25, 2013, the Company announced that Mr. Rajiv De Silva had been named the Company’s Presidentpay-for-performance approach. This incentive compensation, or IC, program is a short-term performance-based incentive plan that rewards the achievement of annual goals and Chief Executive Officer, effective March 18, 2013.

*** On May 29, 2013,objectives, as well as longer-range strategic goals. The Company and individual performance goals, and the Company announced that Alan G. Levin would be leaving the Company, but would continue to serve in his present position until the fall of 2013 or earlier upon the appointment of his successor. On September 9, 2013, the Company announced the appointment of Mr. Suketu P. Upadhyay to the position of Executive Vice Presidentresulting payments, are pre-established and Chief Financial Officerformulaic. The objective of the Company, effective September 23, 2013.program is to compensate individuals based on the achievement of specific goals that are intended to correlate closely with shareholder value.

The Compensation Committee will annually assess each NEO’s achievement against the Company’s annual pre-established and formulaic objectives, while operating within the structure of the Internal Revenue Code Section 162(m) compliant IC program which allows for a maximum bonus equal to 225% of the target bonus amount and the use of negative Committee discretion based on actual performance. The following illustrates the mechanics underlying the annual cash incentive calculation:

**** On May 29, 2013,The respective annual cash IC target for each named executive officer related to 2015, paid in early 2016, is expressed in the Company announced that Ms. McHugh, would be leaving the Company, effective immediately. On July 22, 2013, Endo announced the appointment of Mr. Don DeGolyer as Chief Operating Officer, Pharmaceuticals, which includes our Endo Pharmaceuticals and Qualitest segments, effective August 1, 2013.graph below.

Considerations:Considerations.The annual cash IC program includes relative incentive levels based on the NEO’s accountabilities, performance objectives and impact on Company operations, with target award opportunitiesawards established as a percentage of base salary. Each NEO’s target IC bonus is initially established pursuant to his or her employment agreement, which is determined based on all factors that the Compensation Committee deems relevant, including (but not limited to) a review of Data PointPay Comparator Company compensation. The IC metrics are aligned with the Company’s business strategy and the use of adjusted revenue, adjusted diluted EPS, and non-financial metrics which are supported by practices observed among our Data PointPay Comparator Companies. The Compensation Committee establishes annual incentive plan targets based upon the Company’s strategic and business plans and then aligns the compensation plan with the Company’s financial guidance for the year. Related to financial guidance, the low end of the plan payout threshold, which is significantly below target compensation awards amounts, is typically aligned with the

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low end of the guidance range. Achieving the high end of the bonus payout threshold is contingent upon achieving significantly higher financial performance than the top end of the guidance range. The annual bonus process for our NEOs involves two basic steps:

These two steps are further described below:

Discretion:Discretion.Under the IC program, the Compensation Committee has discretion, in appropriate circumstances, to pay incentive compensation at less than or in excess of target levels (e.g. should, in determining the individual’sextent to which the pre-set performance goals are met for a given period, the Compensation Committee exercises its judgment whether to reflect or exclude the impact of changes in any particular year be evaluated as outstanding),accounting principles and extraordinary, unusual or infrequently occurring events reported in the Company’s public filings, but no more than the lesser of 1) the maximum aggregate amount of the annual incentive pool based on a pre-established fixed percentage of consolidated adjusted net income, or 2) a maximum individual amount of $3,000,000$5,000,000 for the President and Chief Executive Officer and three other highest-paid executive officers (not including the Company’s Executive Vice President & Chief Financial Officer in accordance with IRC 162(m)), which is the amount approved by shareholders in accordance with IRC 162(m) of the Internal Revenue Code under Endo’s 20102015 Stock Incentive Plan. Further, pursuant to each of our NEOs’ employment agreements, target IC as a percentage of annual base salary may subsequently be increased at the discretion of the Compensation Committee. The Committee did not implement any IC target changes for the Company’s NEOs for the 20132015 performance year.

20132015 Decisions Regarding Incentive Compensation:Compensation.The following information summarizes the components of the Company’s IC program and the basis for the actual award granted by the Compensation Committee for 2013.2015. With respect to 2013,2015, the annual award to each of the NEOs was based on the achievement of pre-established corporate goals as well as each NEO’s individual performance and demonstrated leadership. The Compensation Committee established corporate performance goals for 2013,2015, placing emphasis on the Company’s new priorities following the 20132015 strategic assessment process. Following this assessment, the ICperformance weightings were calibrated to place emphasis on 2013align the program’s financial objectives, as well asgoals and strategic, operating and compliance priorities with the Company’s strategic and operating priorities.goals for 2015. The performance goals were weighted as follows (specific targets are discussed in the following section heading “2013“2015 Company Performance Against Objectives”):

The above “scorecard” is structured so that results can generally reach upobjectives allow for a payout opportunity ranging from 0% to 150%225% of the target awardbonus opportunity commensurate(commensurate with performance), while operating within the structure of the Internal Revenue Code Section 162(m) compliant IC program which allows for a maximum bonus equal to 225% of the target bonus amount, and the use of negative Committee discretion based on actual performance. Under the IC program, no bonuses will be paid if the Company does not achieve at least 90% of the pre-established annual adjusted net income target. These goals are set so that the Company’s financial performance achieved in each scenario will appropriately fund the cost of the cash incentives. The Compensation Committee, however, has the discretion to withhold annual cash incentives that otherwise would be made to any

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employees, including the NEOs, if it determines either on a quantitative or a qualitative basis, that overall performance is below performance thresholds. Moreover, the scorecard achievements are assessed based on whether the Company achieved the scorecard results considering (1) current healthcare compliance as reflected by a robust internal compliance program and as determined by outcomes of regulatory review and inspections, such as those of the Food and Drug Administration, and (2) progress on health and safety outcomes as determined by other regulatory and environmental matters.

20132015 Company Performance Against Objectives:Objectives.The In 2015, the Company madecontinued to make significant progress in 2013 towards its objective of transformingestablishing Endo intoas a leading specialty healthcare company. The Company was redefinedpharmaceutical company through positive organic and transactional growth, and targeted divestiture activity. Endo continued to progress the Company’s Irish infrastructure in 2015, while advancing our corporate tax strategy, expanding Endo’s international capabilities and optimizing our transactional financing capabilities. In determining performance relative to the Company’s annual financial objectives, the design of the annual IC cash bonus plan requires adjustments to be applied to revenue and diluted EPS in order to keep participants from being advantaged or disadvantaged as a new strategic direction, completed a significant restructuring, implemented a new, more efficient operatingresult of certain unplanned and unbudgeted events or changes throughout the performance period. These include: a) adjustments for unbudgeted acquisitions during the performance period to include deal model base case revenue and completed a series of transactions that have transformedEPS commitments in the company, while improving our focus. Company’s performance targets; b) adjustments for unplanned material changes in share count during the performance period; and c) adjustments to neutralize foreign exchange impact versus budget during the performance period. These adjustments were applied in 2015, consistent with Endo’s prior year approach.

The Company achieved the following financial objective results in 2015 compared to plan and prior year:

The graph below summarizes the Company’s financial results (numbers are reported in millions, other than per share information).

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