ENDO INTERNATIONAL PLC (NASDAQ:ENDP) Files An 8-K Results of Operations and Financial Condition

On May 9, 2017, Endo International plc (the Company, Endo, or we)
issued an earnings release announcing its financial results for the
three months ended March 31, 2017>(the Earnings Release). A copy
of the Earnings Release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.

The Company utilizes certain financial measures that are not
prescribed by or prepared in accordance with accounting principles
generally accepted in the U.S. (“GAAP”). The Company utilizes
these financial measures, commonly referred to as non-GAAP, because
(i) they are used by the Company, along with financial measures in
accordance with GAAP, to evaluate the Company’s operating
performance; (ii) the Company believes that they will be used by
certain investors to measure the Companys operating results; (iii)
adjusted diluted EPS and Adjusted EBITDA, or measures derived from
such, are used by the Compensation Committee of its Board of
Directors in assessing the performance and compensation of
substantially all of the Company’s employees, including executive
officers and (iv) the Companys leverage ratio, as defined by the
Companys credit agreement, is calculated based on non-GAAP
financial measures. The Company believes that presenting these
non-GAAP measures provide useful information about the Company’s
performance across reporting periods on a consistent basis by
excluding items, which may be favorable or unfavorable.

The initial identification and review of the non-GAAP adjustments
necessary to arrive at these non-GAAP financial measures is
performed by a team of finance professionals that include the Chief
Accounting Officer and segment finance leaders, and are identified
in accordance with the Companys Adjusted Income Statement Policy,
which is reviewed and approved by the Companys 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 as described
below. Proposed adjustments, along with any items considered but
excluded, are presented to the Chief Accounting Officer, Chief
Executive Officer and/or 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 the Companys
standard procedures for preparation and reviewing the earnings
release and other quarterly materials.

These non-GAAP measures should be considered supplemental to and
not a substitute for financial information prepared in accordance
with GAAP. The Company’s definition of these non-GAAP measures may
differ from similarly titled measures used by others. The
definitions of the most commonly used non-GAAP financial measures
are presented below:

Adjusted income from continuing operations

Adjusted income from continuing operations represents income (loss)
from continuing operations, prepared in accordance with GAAP,
adjusted for certain items. Adjustments to GAAP amounts may
include, but are not limited to, 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, 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; amortization of intangible assets;
inventory step-up recorded as part of our acquisitions; certain
non-cash interest expense; litigation-related and other contingent
matters; gains or losses from early termination of debt; foreign
currency gains or losses on intercompany financing arrangements;
and certain other items; further adjusted for the tax effect of
adjusted pre-tax income at applicable tax rates and other tax
adjustments as described below.

Adjusted diluted earnings per share from continuing operations

Adjusted diluted earnings per share from continuing operations
represent adjusted income from continuing operations divided by the
number of diluted shares.

Adjusted gross margin

Adjusted gross margin represents total revenues less cost of
revenues, prepared in accordance with GAAP, adjusted for the items
enumerated above under the heading “Adjusted income from
continuing operations”, to the extent such items relate to cost of
revenues. Such items may include, but are not limited to,
amortization of intangible assets and inventory step-up recorded as
part of our acquisitions, certain excess inventory reserves
resulting from restructuring initiatives, separation benefits and
certain excess costs that will be eliminated to integration plans.

Adjusted operating expenses

Adjusted operating expenses represent operating expenses, prepared
in accordance with GAAP, adjusted for the items enumerated above
under the heading “Adjusted income from continuing operations”,
to the extent such items relate to operating expenses. Such items
may include, but are not limited to, 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, 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; amortization of intangible assets;
litigation-related and other contingent matters; and certain other
items.

Adjusted interest expense

Adjusted interest expense represents interest expense, net,
prepared in accordance with GAAP, adjusted for non-cash interest
expense and penalty interest.

Adjusted income taxes

Adjusted income taxes are calculated by tax effecting adjusted
pre-tax income and permanent book-tax differences at the applicable
effective tax rate that will be determined by reference to
statutory tax rates in the relevant jurisdictions in which the
Company operates. Adjusted income taxes include current and
deferred income tax expense commensurate with the non-GAAP measure
of profitability. Adjustments are then made for certain items
relating to prior years and for tax planning actions that are
expected to be distortive to the underlying effective tax rate and
trend in the effective tax rate. The most directly comparable GAAP
financial measure for Adjusted income taxes is income tax expense
(benefit), prepared in accordance with GAAP. The adjusted effective
tax rate represents the rate generated when dividing adjusted
income tax expense or benefit by the amount of adjusted pre-tax
income.

EBITDA and Adjusted EBITDA

EBITDA represents net income (loss) before interest expense, net;
income tax; depreciation; and amortization, each prepared in
accordance with GAAP. Adjusted EBITDA further adjusts EBITDA by
excluding 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; inventory step-up
recorded as part of our acquisitions; litigation-related and other
contingent matters; gains or losses from early termination of debt;
discontinued operations, net of tax; and certain other items.

Net Debt and Net Debt Leverage Ratio

Net debt is calculated as the aggregate carrying amount of debt
outstanding less unrestricted cash and cash equivalents.

The net debt leverage ratio is calculated as net debt divided by
adjusted EBITDA for the trailing twelve-month period.

Because adjusted financial measures exclude the effect of items
that will increase or decrease the Company’s reported results of
operations, the Company strongly encourages investors to review the
Company’s consolidated financial statements and publicly filed
reports in their entirety. Investors are also encouraged to review
the reconciliation of the non-GAAP financial measures used in the
Earnings Release to their most directly comparable GAAP financial
measures as included in the Earnings Release and within the
quarterly Earnings Presentation available in the Investor Relations
section of the Registrants website at http://www.endo.com. However,
the Company does not provide reconciliations of projected non-GAAP
financial measures to GAAP financial measures, nor does it provide
comparable projected GAAP financial measures for such projected
non-GAAP financial measures, except for projected adjusted diluted
EPS. The Company is unable to provide such reconciliations without
unreasonable efforts due to the inherent difficulty in forecasting
and quantifying certain amounts that are necessary for such
reconciliations, 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
historic numbers, the amount of which could be significant.

The information in this Item 2.02 and in Exhibit 99.1 attached
hereto shall not be deemed to be filed for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information
contained in this Item 2.02 and in Exhibit 99.1 attached hereto
shall not be incorporated into any registration statement or other
document filed by the Registrant with the U.S. Securities and
Exchange Commission under the Securities Act of 1933, whether made
before or after the date hereof, regardless of any general
incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Not applicable.

Not applicable.

Not applicable.