UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January 3~~February 1, 2018 (January 331, 2018)

WARNER CHILCOTT LIMITED

(Exact name of registrant as specified in its charter)

Bermuda

001-36887

98-0496358

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Cannon’s Court 22

Victoria Street

Hamilton HM 12

Bermuda

(Address of Principal Executive Offices)

(441) 295-2244

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01

Regulation FD Disclosure.

The information furnished in this report ~~is furnished~~ pursuant to Item 7.01 ~~and~~ shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing of Warner Chilcott Limited, except as shall be expressly set forth by specific reference in such filing.

On January 3 31, 2018, Allergan plc (the “Company” ~~or “Allergan”~~), of which Warner Chilcott Limited is a consolidated subsidiary, announced ~~certain~~the ~~cost~~Company ~~cutting~~ and ~~restructuring~~Teva ~~actions~~Pharmaceuticals ~~being~~Industries ~~taken~~Ltd. ~~including~~(“Teva”) ~~discussion~~entered ofinto ~~certain~~a ~~costs~~Settlement toAgreement beand ~~recorded~~Mutual inReleases (the ~~fourth quarter ended December 31, 2017~~“Agreement”). The Company ~~furnished~~provided the following details of the Agreement ~~announcement~~ on Form 8-K filed on ~~January 3~~February 1, 2018.

InOn ~~the~~January ~~Company’s~~31, ~~November 1~~2018, ~~2017~~the ~~earnings~~Company ~~release~~ and ~~conference~~Teva entered ~~call,~~into the ~~Company~~Agreement. ~~announced~~The ~~that~~Agreement itprovides ~~would~~that ~~undertake~~the aCompany ~~cost~~will ~~cutting and~~make ~~restructuring~~a ~~program~~one-time topayment ~~enable~~of it$700 million to ~~achieve~~Teva, ~~2018~~the ~~Non-GAAP~~Company ~~Performance~~and ~~Net~~Teva ~~Income~~will ~~per~~jointly ~~Share~~dismiss ~~levels~~their ~~outlined~~working incapital ~~that~~dispute arbitration ~~call.~~(which ~~Today,~~is ~~the~~described ~~Company~~in ~~announced~~greater todetail ~~its~~in ~~global workforce~~ the ~~specific~~Company’s ~~employment reductions~~Form ~~and other cost~~10-~~cutting~~Q ~~actions~~filed ~~being~~on ~~taken~~November 2, ~~consistent~~2017), ~~with~~and the ~~November~~Company ~~announcement.~~and InTeva ~~response~~will torelease ~~the~~actual ~~anticipated~~or ~~loss~~potential ofclaims ~~exclusivity~~under ofthe ~~several~~Master ~~key~~Purchase Agreement, ~~revenue-generating~~dated ~~products~~July 26, ~~in 2018~~2015, ~~the~~by ~~Company is optimizing~~ and ~~restructuring~~between ~~its operations in early 2018. As part of an internal restructuring plan,~~ the Company ~~intends~~and toTeva, ~~eliminate~~for ~~over~~breach ~~1,000~~of ~~currently~~any ~~filled positions~~representation, ~~impacting~~warranty ~~employees~~or incovenant ~~commercial and~~ (other ~~functions.~~than ~~Commercial~~any ~~reductions~~breach ~~will~~of ~~primarily~~a ~~focus~~post-closing ~~on products~~covenant ~~and~~not ~~categories~~known ~~subject~~as ~~to loss~~ of ~~exclusivity.~~the Indate ~~addition,~~of the Agreement). The Company will ~~eliminate~~take ~~approximately~~a ~~400~~one-time ~~open~~pre-tax ~~positions.~~charge ~~The Company expects~~ to ~~incur~~Discontinued ~~related~~Operations ~~restructuring costs~~ of approximately $~~125~~465 million, ~~primarily due to severance, the majority of which will be recorded~~ in the ~~fourth~~ quarter ended December 31, 2017. ~~These~~associated ~~amounts~~with do not include additional charges related to potential building closures, contract terminations, and other items. The Company will achieve additional cost reductions through non headcount spending rationalization. Overall operating expense savings from this internal restructuring are expected to be in the ~~range of $300 to $400 million as compared to the fiscal year 2017~~Agreement.

Forward-Looking Statements

Statements contained in this report that refer to future events or other non-historical facts are forward-looking statements that reflect Allergan’s current perspective on existing trends and information as of the date of this report. Actual results may differ materially from Allergan’s current expectations depending upon a number of factors affecting Allergan’s business. These factors include, among others, the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; market acceptance of and continued demand for Allergan’s products; the impact of uncertainty around timing of generic entry related to key products on Allergan’s financial results; uncertainty associated with financial projections, projected cost reductions, projected synergies, restructurings, increased costs, and adverse tax consequences; difficulties or delays in manufacturing; and other risks and uncertainties detailed in Allergan’s periodic public filings with the Securities and Exchange Commission, including but not limited to Allergan’s Annual Report on Form 10-K for the year ended December 31, 2016 and Allergan’s Quarterly Report on Form 10-Q for the period ended September 30, 2017. Except as expressly required by law, Allergan disclaims any intent or obligation to update these forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~January 3~~February 1, 2018


Warner Chilcott Limited

By:		/s/ A. Robert D. Bailey
		Name: A. Robert D. Bailey
		Title: Secretary

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