ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Regulation FD Disclosure

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ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Regulation FD Disclosure

Item7.01.

Regulation FD Disclosure.

2017 First Quarter Information

Endo International plc (Endo) currently estimates total first
quarter 2017 revenues to be between $1,015million and
$1,035million, compared to $964million in first quarter 2016, an
increase of 5.3% to 7.4%. Additionally, Endo currently expects
its first quarter 2017 adjusted earnings before interest, taxes,
depreciation and amortization (EBITDA) from continuing operations
to be between $440million and $460million. Endo plans to report
first quarter 2017 earnings results on May9, 2017.

Theunaudited financial data for the fiscal quarter ended March31,
2017 aboveare preliminary, based upon Endos good faith estimates
and subject to completion of Endos financialclosing procedures.
Endo has provided ranges for its expectations described above
because thefiscal quarter closing procedures are not yet
complete. While Endo expects that its final financialresults for
the quarterly period ended March31, 2017, following the
completion of its financialclosing procedures, will be within the
ranges described above, Endos actual results may differmaterially
from these estimates as a result of the completion of its
financial closing proceduresas well as final adjustments and
other developments that may arise between now and the timethat
its financial results for this quarterly period are finalized.

Impairments

to an existing agreement with a wholly owned subsidiary of
Novartis AG (Novartis), Endos subsidiary, Paladin Labs Inc.
(Paladin), licensed the Canadian rights to commercialize
serelaxin, an investigational drug for the treatment of acute
heart failure (AHF). On March22, 2017, Novartis announced that a
Phase III study of serelaxin in patients with AHF failed to meet
its primary endpoints. As a result, Endo has concluded that its
serelaxin in-process research and development intangible asset is
fully impaired resulting in a $45million impairment charge. In
addition and as a result of the serelaxin impairment, Endo is in
the process of assessing the recoverability of its Paladin
goodwill balance. Based on the work completed to date, Endo has
determined that the estimated fair value of Paladins goodwill is
below its book value resulting in a goodwill impairment charge.
The current estimate of the goodwill impairment charge is
approximately $90million. We expect that these impairments will
be recorded in the first quarter of 2017.

Endo is in the process of its first quarter 2017 financial
reporting close, which, among other things, includes the
identification and assessment of potential asset impairment
triggering events. In addition to the items mentioned above, Endo
has identified certain market conditions impacting the
recoverability of a developed technology intangible asset in its
U.S. Generic Pharmaceuticals segment. As a result, Endo has
determined that the intangible asset is impaired. Based on the
work completed to date, the current estimate of the non-cash
impairment charge related to this intangible asset is
approximately $50million, which we expect to record in the first
quarter of 2017. As Endo continues through its first-quarter 2017
financial reporting close, it may identify other triggering
events which could lead to incremental material impairment
charges being recorded in the first quarter of 2017.

Somar

As previously disclosed on its February28, 2017 earnings
conference call, Endo is assessing strategic alternatives for its
Grupo Farmacutico Somar, Sociedad Annima Promotora de Inversin de
Capital Variable (Somar) business. Should this strategic process
continue to advance successfully, the assets and liabilities of
the Somar business may eventually be classified as held-for-sale
in Endos consolidated balance sheets. Although Endo cannot
predict the ultimate timing or outcome of the strategic process,
held-for-sale accounting will trigger an additional impairment
review that could lead to material impairment charges. Based on
progress to date and preliminary indications of interest from
potential buyers, it is possible that certain Somar assets could
become impaired, including intangible assets and goodwill. As of
December31, 2016, Somars net book value, including currency
translation adjustments, was approximately $230million.

Vaginal Mesh Update

In addition to vaginal mesh claims covered by master settlement
agreements (MSAs), Endo is currently aware of approximately
10,500 vaginal mesh claims that have been filed, asserted or that
Endo believes are likely to

be asserted. These claims have not been accrued for because Endo
lacks sufficient information to determine whether any potential
loss is probable. In addition, there may be other claims asserted
in the future. It is currently not possible to estimate the
number or validity of any such future claims. Endo expects that
valid claims under the MSAs will continue to be settled. However,
Endo intends to vigorously contest pending and future claims that
are invalid, for which settlement is unable to be reached or that
are in excess of the maximum claim amounts under the applicable
MSAs.

Endo will continue to monitor the situation, and, if appropriate,
Endo will make further adjustments to its product liability
accrual based on new information. Endo intends to continue
exploring all options as appropriate in its best interests, and
depending on developments, there is a possibility that Endo will
suffer adverse decisions or verdicts of substantial amounts, or
that Endo will enter into additional monetary settlements. Any
unfavorable outcomes as a result of such litigation or
settlements with respect to any asserted or unasserted claims
could have a material adverse effect on Endos business, financial
condition, results of operations and cash flows.

From March1, 2017, the date Endo filed its Annual Report on Form
10-K for the year
ended December31, 2016 through the date of this Current Report on
Form 8-K, there have been no increases in the vaginal mesh
related product liability accrual.

Non-GAAP
Financial Measures

Endo utilizes
certain financial measures that are not prescribed by or prepared
in accordance with accounting principles generally accepted in
the U.S. (GAAP). Endo utilizes these financial measures, commonly
referred to as non-GAAP, because (i)they are used by Endo, along
with financial measures in accordance with GAAP, to evaluate
Endos operating performance; (ii)Endo believes that they will be
used by certain investors to measure Endos operating results and
(iii)Endos leverage and interest coverage ratios as defined by
Endos credit facility are calculated based on non-GAAP financial
measures. Endo believes that presenting these non-GAAP measures
provide useful information about Endos performance across
reporting periods on a consistent basis by excluding items, which
may be favorable or unfavorable.

Specifically, this
Current Report on Form 8-K makes reference to adjusted EBITDA.
Adjusted EBITDA represents net (loss) income, prepared in
accordance with GAAP, before interest expense, net; income tax;
depreciation and amortization and further adjusted by excluding
inventory step-up amortization recorded as part of our
acquisitions, other (income) expense, net; share-based
compensation; certain upfront and milestone payments to partners;
acquisition-related and integration items, including transaction
costs, earn-out payments or adjustments, changes in the fair
value of contingent consideration and bridge financing costs;
cost reduction and integration-related initiatives such as
separation benefits, retention payments, excess inventory
reserves, other exit costs and certain costs associated with
integrating an acquired companys operations; excess costs that
will be eliminated to integration plans; asset impairment
charges; litigation-related and other contingent matters; gains
or losses from early termination of debt; discontinued
operations, net of tax and certain other items.

Reconciliation of
the first quarter adjusted EBITDA to the closest corresponding
GAAP measure is not available because Endos fiscal quarter
closing procedures are not yet complete and Endo has not yet
finalized its calculations of several factors necessary to
provide the reconciliation without unreasonable efforts, to
forecast and quantify certain amounts that are necessary for such
reconciliation, including adjustments that could be made for
asset impairments, contingent consideration adjustments, legal
settlements, loss on extinguishment of debt, adjustments to
inventory and other charges reflected in the reconciliation of
the comparable GAAP financial measure, the amounts of which could
be significant.

The initial
identification and review of the non-GAAP adjustments to
continuing operations is performed by a team of finance
professionals that include the Chief Accounting Officer and
segment finance leaders, and are identified in accordance with
Endos Adjusted Income Statement Policy, which is reviewed and
approved by Endos Audit Committee. Company tax professionals,
including the Senior Vice President of Tax, review and determine
the tax effect of adjusted pre-tax income at applicable tax rates
and other tax adjustments. Proposed adjustments, along with any
items considered but excluded, are presented to the Chief
Executive Officer and the

Chief Financial Officer for
their consideration. In turn, the non-GAAP adjustments are
presented to the Audit Committee on a quarterly basis as part of
Endos standard procedures for preparation and reviewing the
earnings release and other quarterly materials.

Non-GAAP measures should be
considered supplemental to and not a substitute for financial
information prepared in accordance with GAAP. Endos definition of
these non-GAAP measures may differ from similarly titled measures
used by others.

Because adjusted financial
measures exclude the effect of items that will increase or
decrease Endos reported results of operations, Endo strongly
encourages investors to review Endos consolidated financial
statements and publicly filed reports in their
entirety.

The information disclosed
under Item 2.02 and this Item 7.01 (other than the information
included under the sub heading Impairments) is being furnished
and shall not be deemed filed for purposes of Section18 of the
Securities and Exchange Act of 1934, as amended, nor shall it be
incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended, except
as expressly set forth in such filing. The vaginal mesh claims
are discussed in greater detail in Endos annual report on Form
10-K for the year ended December31, 2016.

Item2.02. Results of Operation and Financial
Condition.

The information included under
the subheading 2017 First Quarter Information in Item 7.01 hereto
is also being furnished under this Item 2.02 and is incorporated
by reference herein.

Item2.06. Material Impairments.

The information included under
the subheading Impairments in Item 7.01 hereto is also being
filed under this Item 2.06 and is incorporated by reference
herein.

Forward-Looking
Statements

This Current Report on Form
8-K contains forward-looking statements including, but not
limited to, the statements relating to the identification and
assessment of potential asset impairments, evaluation of vaginal
mesh claims, litigation and settlements, revenue forecasts and
other statements that refer to expected, estimated or anticipated
future results. Because forecasts are inherently estimates that
cannot be made with precision, Endos performance at times differs
materially from its estimates and targets, and Endo cannot
conclude on its actual results until the completion of its
financial reporting close for the applicable period. These
statements are based on current expectations of future events. If
underlying assumptions prove inaccurate or unknown risks or
uncertainties materialize, actual results could vary materially
from Endos expectations and projections. Risks and uncertainties
include, among other things, general industry and market
conditions; technological advances and patents attained by
competitors; challenges inherent in the research and development
and regulatory processes, including regulatory decisions, product
recalls, withdrawals and other unusual items; challenges related
to product marketing, such as the unpredictability of market
acceptance for new products and/or the acceptance of new
indications for such products; inconsistency of treatment results
among patients; potential difficulties in manufacturing; the
outcome of litigation, settlement discussions or other adverse
proceedings; general economic conditions; and governmental laws
and regulations affecting domestic and foreign operations. Endo
expressly disclaims any intent or obligation to update these
forward-looking statements except as required by law. Additional
information concerning these and other risk factors can be found
in Endos periodic reports filed with the U.S. Securities and
Exchange Commission and in Canada on the System for Electronic
Data Analysis and Retrieval (SEDAR), including current reports on
Form 8-K, quarterly reports on Form 10-Q and annual reports on
Form 10-K.


ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Recent Trading Information

ENDO INTERNATIONAL PLC (NASDAQ:ENDP) closed its last trading session up +0.56 at 11.83 with 9,170,059 shares trading hands.