8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 17, 2016

AMAG PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-10865	04-2742593
(Commission File Number)	(IRS Employer Identification No.)
1100 Winter Street
Waltham, Massachusetts	02451
(Address of principal executive offices)	(Zip Code)

(617) 498-3300

(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:

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

The following information and Exhibit 99.1 and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

On February 17, 2016 AMAG Pharmaceuticals, Inc. (the “Company”) issued a press release regarding its operating results for the quarter and year ended December 31, 2015 and its intention to hold a conference call to discuss the Company’s financial results and provide a business update. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 and a copy of the presentation slides to be used during the conference call is furnished herewith as Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The Company hereby furnishes the following exhibits:

Exhibit Number	Description
99.1	Press release dated February 17, 2016.
99.2	Copy of Company’s presentation slides dated February 17, 2016.

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SIGNATURES

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

	AMAG PHARMACEUTICALS, INC.
		By:	/s/ Joseph D. Vittiglio, Esq.
		Name:	Joseph D. Vittiglio, Esq.
		Title:	Senior Vice President, General Counsel
		and Secretary
Date:		February 17, 2016

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated February 17, 2016.
99.2	Copy of Company’s presentation slides dated February 17, 2016.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMAG Pharmaceuticals Reports Fourth Quarter and Full Year 2015 Financial Results

·    Fourth quarter 2015 non-GAAP revenue up 137% to $120.6 million(1)

·    Fourth quarter 2015 non-GAAP adjusted EBITDA increased 322% to $61.3 million(1)

Conference call scheduled for 8:00 a.m. ET today

WALTHAM, MA (February 17, 2016) — AMAG Pharmaceuticals, Inc. (NASDAQ: AMAG), a specialty pharmaceutical company with a diverse portfolio of products in the areas of maternal health, anemia management and cancer supportive care, today reported unaudited consolidated financial results for the fourth quarter and full year ended December 31, 2015.

“2015 was a pivotal year for AMAG as we drove revenue growth of Makena and Feraheme, expanded our presence in maternal health through the acquisition of Cord Blood Registry® and made an investment in a promising therapy for the potential treatment of severe preeclampsia,” said William Heiden, AMAG’s chief executive officer. “Growing revenues and integrating these transactions, combined with advancing our next generation programs for Makena and Feraheme, have positioned us well for continued strong growth.”

Full Year 2015 Business Highlights:

·Increased net product sales of Makena by 52% to $251.6 million, compared with pro forma net product sales of $165.8 million(2) in 2014. This growth in sales was driven by a 56% increase in volume as more at-risk pregnant women were treated with Makena.

·Made progress toward commercialization of a single-dose, preservative-free formulation of Makena. The company responded to questions contained in the FDA’s complete response letter in November 2015 and anticipates an approval of its manufacturing supplement in the first quarter of 2016 with commercial launch in the second quarter of 2016.

·Advanced the development of the next generation program for Makena with an auto-injector device for subcutaneous administration of Makena through a partnership with Antares Pharma, Inc., an experienced drug device company.

·Expanded the maternal health portfolio through the acquisition of Cord Blood Registry (CBR), the world’s largest private newborn stem cell bank serving pregnant women and their families, and the purchase of an option to acquire worldwide rights to an orphan drug candidate being developed for severe preeclampsia.

·Returned Feraheme® (ferumoxytol) to growth in the second half of the year, increasing sales by 5% to $88.5 million in 2015, compared with $84.4 million in 2014.(3)

(1)  See summaries of non-GAAP adjustments for the three and twelve months ended December 31, 2015 and 2014 at the conclusion of this press release.

(2)  Unaudited. Includes net product sales of Makena as though Lumara Health had been acquired at the beginning of 2014. Lumara Health was purchased on November 12, 2014.

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·Initiated start-up activities for a head-to-head, Phase 3 clinical trial evaluating the safety of Feraheme compared to Injectafer® (ferric carboxymaltose injection) in adults with iron deficiency anemia (IDA). This study is intended to support an sNDA filing to broaden the use of Feraheme beyond the current chronic kidney disease (CKD) indication to include all adult IDA patients who have failed or cannot tolerate oral iron treatment.

Fourth Quarter Ended December 31, 2015 (unaudited)

Financial Results (GAAP Basis)

Total revenues for the fourth quarter of 2015 were $108.7 million, compared with $53.3 million for the same period in 2014. Net product sales of Makena were $67.4 million in the fourth quarter of 2015, compared with $22.5 million(4) in the same period last year. Sales of Feraheme and MuGard totaled $23.5 million in the fourth quarter of 2015, compared with $24.5 million in the fourth quarter of 2014, which included a favorable $1.8 million release of product return reserves. Service revenue from CBR totaled $17.0 million in the fourth quarter of 2015.

Total costs and expenses for the fourth quarter of 2015 were $86.1 million, compared with $56.6 million for the same period in 2014. The increase in costs and expenses was primarily due to higher costs associated with managing the company’s expanded portfolio and infrastructure following the acquisitions of Lumara Health in November 2014 and CBR in August 2015.

The company reported operating income of $22.7 million and net income of $7.2 million, or $0.21 per basic share and $0.20 per diluted share, for the fourth quarter of 2015, compared with an operating loss of $3.4 million and net income of $143.0 million, or $5.98 per basic share and $4.67 per diluted share, for the same period in 2014. In the fourth quarter of 2014, the company recognized a non-cash income tax benefit of $153.2 million associated with the release of reserves on certain tax attributes (i.e., net operating losses) as a result of the Lumara Health transaction. The weighted average diluted shares used in calculating diluted net income per share in 2015 and 2014 followed the if-converted method of accounting for the convertible debt.

Financial Results (Non-GAAP Basis)(1),(5)

Non-GAAP revenues totaled $120.6 million, up from $51.0 million in the fourth quarter of 2014. Non-GAAP CBR revenue totaled $28.8 million in the fourth quarter of 2015. The difference between GAAP and non-GAAP revenue for CBR represents purchase accounting adjustments related to deferred revenue.

Total costs and expenses on a non-GAAP basis totaled $59.2 million resulting in a gross margin of 92% and adjusted EBITDA margin of 51% for the fourth quarter of 2015. This compares to costs and expenses of $36.4 million in the same period of 2014, which resulted in a gross margin of 89% and adjusted EBITDA margin of 29%. Non-GAAP adjusted EBITDA for the fourth quarter of 2015 was $61.3 million, compared with $14.5 million for the same period in 2014.

(3)  Excludes a favorable $1.8 MM release of product return reserves in 2014.

(4)  AMAG purchased Lumara Health maternal health business on November 12, 2014.

(5)  See share count reconciliation at the conclusion of this press release.

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After deducting cash interest expense, the company generated fourth quarter 2015 non-GAAP cash earnings of $46.5 million, or $1.34 per non-GAAP basic share and $1.12 per non-GAAP diluted share. In the fourth quarter of 2014, non-GAAP cash earnings totaled $10.2 million, or $0.33 per non-GAAP diluted share. The weighted average diluted shares used in calculating the non-GAAP cash earnings per diluted share for the fourth quarter of 2015 includes the impact of the convertible debt and related bond hedge and warrants.

Full Year Ended December 31, 2015 (unaudited)

Financial Results (GAAP Basis)

Total revenues in 2015 were $418.3 million, compared with $124.4 million in 2014. This increase is primarily related to the addition of Makena in November 2014 and CBR in August 2015, which contributed $251.6 million and $24.1 million, respectively, in product revenue to the 2015 results. In addition, the company recognized $52.3 million of collaboration revenue in 2015 related to the company’s ex-US ferumoxytol marketing agreement with Takeda Pharmaceutical Company Limited, compared with $14.4 million of collaboration revenue in 2014. The marketing agreement was terminated in 2015, resulting in the recognition of all previously deferred revenue.

Net income totaled $32.8 million in 2015, compared with $135.8 million in 2014. Basic net income per share was $1.04, compared with $6.06 in 2014. Diluted net income per share was $0.93 in 2015, compared with $5.45 in 2014. In 2014, the company recognized a non-cash income tax benefit of $153.2 million associated with the release of reserves on certain tax attributes (e.g., net operating losses) as a result of the Lumara Health transaction. The weighted average diluted shares used in calculating diluted net income per share in 2015 and 2014 followed the if-converted method of accounting for the convertible debt.

Financial Results (Non-GAAP Basis)(1),(5)

Non-GAAP revenues totaled $397.4 million in 2015, up from $116.2 million in 2014. Non-GAAP CBR revenue totaled $43.3 million since the acquisition in August 2015. Non-GAAP adjusted EBITDA totaled $213.4 million in 2015, compared with $14.3 million in 2014. After deducting cash interest expense, the company generated non-GAAP cash earnings of $173.7 million in 2015, or $4.43 per non-GAAP diluted share. In 2014, non-GAAP cash earnings totaled $7.7 million, or $0.30 per non-GAAP diluted share. The weighted average diluted shares used in calculating the non-GAAP cash earnings per diluted share in 2015 included the impact of the convertible debt and related bond hedge and warrants.

Balance Sheet Highlights

As of December 31, 2015, the company’s cash and investments totaled approximately $466.3 million and total debt (face value) was approximately $1.0 billion.

“The two transformative acquisitions that we completed in the past eighteen months fueled our significant top- and bottom-line growth in 2015, resulting in adjusted EBITDA of more than $210 million in 2015,” said Frank Thomas, AMAG’s president and chief operating officer. “These strong cash flows, combined with more than $460 million in cash and investments on the balance sheet, positions us well for future acquisitions that will allow us to leverage our commercial organization and add new, innovative products to our portfolio to drive future growth.”

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2016 Goals

The company’s goals for 2016 include the following:

·Drive significant net product sales growth (+40%) over 2015

·Grow non-GAAP adjusted EBITDA to more than $255 million

·Continue to execute on the Makena next generation development program, including:

·Receiving a favorable decision from the FDA in 1Q 2016 for the single-dose, preservative-free formulation of Makena with a 2Q 2016 commercial launch

·Completing chemistry, manufacturing and controls (CMC) and pilot pharmacokinetics (PK) work to support the initiation of a bio-equivalence study for the Makena subcutaneous auto injecter by the end of 2016

·Enroll patients in a head-to-head Phase 3 clinical trial in 2016 evaluating the safety of Feraheme compared to Injectafer in adults with IDA

·Complete preclinical work and initiate clinical program for severe preeclampsia Velo option

·Further expand the company’s product portfolio through acquisitions or in-licensing of products or companies

2016 Financial Guidance(6)

$ in millions	2016 Guidance
Makena sales	$310 - $340
Feraheme and MuGard sales	$95 - $105
Non-GAAP CBR revenue	$115 -$125
Total revenue	$520 - $570
Non-GAAP adjusted EBITDA	$255- $285
Non-GAAP cash earnings	$195- $225

Conference Call and Webcast Access

AMAG Pharmaceuticals, Inc. will host a conference call and webcast with slides today at 8:00 a.m. ET, during which management will discuss the company’s financial and operating results and recent developments. To access the conference call via telephone, please dial (877) 412-6083 from the United States or (702) 495-1202 for international access.  A telephone replay will be available from approximately 11:00 a.m. ET on February 17, 2016 through midnight on February 24, 2016.  To access a replay of the conference call, dial (855) 859-2056 from the United States or (404) 537-3406 for international access.  The pass code for the live call and the replay is 44838187.

The call will be webcast with slides and accessible through the Investors section of the company’s website at www.amagpharma.com. The webcast replay will be available from approximately 11:00 a.m. ET on February 17, 2016 through midnight on March 18, 2016.

Use of Non-GAAP Financial Measures

AMAG has presented certain non-GAAP financial measures, including non-GAAP revenue, non-GAAP adjusted EBITDA (earnings before income taxes, depreciation and amortization), non-GAAP net income, or

(6)  See reconciliation of 2016 financial guidance of non-GAAP CBR revenue, non-GAAP adjusted EBITDA and non-GAAP cash earnings at the conclusion of this press release.

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cash earnings, non-GAAP diluted net income, or cash earnings, per share, and non-GAAP weighted average diluted shares. These non-GAAP financial measures exclude certain amounts, revenue, expenses or income, from the corresponding financial measures determined in accordance with accounting principles generally accepted in the U.S. (GAAP). Management believes this non-GAAP information is useful for investors, taken in conjunction with AMAG’s GAAP financial statements, because it provides greater transparency regarding AMAG’s operating performance. Management uses these measures, among other factors, to assess and analyze operational results and trends and to make financial and operational decisions. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of AMAG’s operating results as reported under GAAP, not as a substitute for GAAP. In addition, these non-GAAP financial measures are unlikely to be comparable with non-GAAP information provided by other companies. The determination of the amounts that are excluded from non-GAAP financial measures is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts. Reconciliations between these non-GAAP financial measures and the most comparable GAAP financial measures are included in the tables accompanying this press release after the unaudited condensed consolidated financial statements.

About AMAG

AMAG Pharmaceuticals, Inc. uses its business and clinical expertise to develop and commercialize products that provide clear benefits and improve people’s lives. Based in Waltham, MA, AMAG has a diverse portfolio of products in the areas of maternal health, anemia management and cancer supportive care. AMAG continues to work to expand the impact of these and future products for patients by delivering on its growth strategy, which includes organic growth, as well as the pursuit of products and companies that align with AMAG’s existing therapeutic areas or those that could benefit from its proven core competencies. For additional company information, please visit www.amagpharma.com.

About Makena® (hydroxyprogesterone caproate injection)

Makena® is a progestin indicated to reduce the risk of preterm birth in women pregnant with a single baby  who have a history of singleton spontaneous preterm birth.

The effectiveness of Makena is based on improvement in the proportion of women who delivered <37 weeks of gestation. There are no controlled trials demonstrating a direct clinical benefit, such as improvement in neonatal mortality and morbidity.

Limitation of use: While there are many risk factors for preterm birth, safety and efficacy of Makena has been demonstrated only in women with a prior spontaneous singleton preterm birth. It is not intended for use in women with multiple gestations or other risk factors for preterm birth.

Makena should not be used in women with any of the following conditions: blood clots or other blood clotting problems, breast cancer or other hormone-sensitive cancers, or history of these conditions; unusual vaginal bleeding not related to the current pregnancy, yellowing of the skin due to liver problems during pregnancy, liver problems, including liver tumors, or uncontrolled high blood pressure.

Before patients receive Makena, they should tell their healthcare provider if they have an allergy to hydroxyprogesterone caproate, castor oil, or any of the other ingredients in Makena; diabetes or

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prediabetes, epilepsy, migraine headaches, asthma, heart problems, kidney problems, depression, or high blood pressure.

In one clinical study, certain complications or events associated with pregnancy occurred more often in women who received Makena. These included miscarriage (pregnancy loss before 20 weeks of pregnancy), stillbirth (fetal death occurring during or after the 20th week of pregnancy), hospital admission for preterm labor, preeclampsia (high blood pressure and too much protein in the urine), gestational hypertension (high blood pressure caused by pregnancy), gestational diabetes, and oligohydramnios (low amniotic fluid levels).

Makena may cause serious side effects including blood clots, allergic reactions, depression, and yellowing of the skin and the whites of the eyes. The most common side effects of Makena include injection site reactions (pain, swelling, itching, bruising, or a hard bump), hives, itching, nausea, and diarrhea. For additional product information, including full prescribing information, please visit www.makena.com.

About Feraheme® (ferumoxytol)

Feraheme received marketing approval from the FDA on June 30, 2009 for the treatment of IDA in adult CKD patients and was commercially launched by AMAG in the U.S. shortly thereafter. Ferumoxytol is protected in the U.S. by six issued patents covering the composition and dosage form of the product. Each issued patent is listed in the FDA’s Orange Book, the last of which expires in June 2023.

Fatal and serious hypersensitivity reactions including anaphylaxis have occurred in patients receiving Feraheme. Initial symptoms may include hypotension, syncope, unresponsiveness, cardiac/cardiorespiratory arrest. Feraheme is contraindicated in patients with a known hypersensitivity to Feraheme or any of its components, or a history of allergic reaction to any intravenous iron product.

For additional product information, please see full Prescribing Information, including Boxed Warning, available at www.feraheme.com.

About Cord Blood Registry (CBR)

CBR is the world’s largest private newborn stem cell company. Founded in 1992, CBR is entrusted by parents with storing more than 633,000 umbilical cord blood and cord tissue units. CBR is dedicated to advancing the clinical application of newborn stem cells by partnering with reputable research institutions on FDA-regulated clinical trials for conditions that have no cure today. For more information, visit www.cordblood.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) and other federal securities laws. Any statements contained herein which do not describe historical facts, including, among others, statements regarding beliefs about AMAG being well-positioned for continued growth and future acquisitions; expectations for AMAG’s next generation development programs for Makena, including anticipated timing of potential approval and commercial launch of the single-dose preservative free Makena; expectations for AMAG’s Phase 3 clinical trial for the broader indication for Feraheme; AMAG’s expected 2015 fourth quarter and full year financial results, including revenues and year-end cash and investment balances and total debt; AMAG’s 2016 goals,

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including revenue growth, regulatory programs and portfolio expansion objectives; AMAG’s 2016 financial guidance, including revenues, adjusted EBITDA and cash earnings; AMAG’s ability to provide clear benefits, serve patients and improve people’s lives; and AMAG’s growth strategy, including the potential for future label and market expansion, are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements.

Such risks and uncertainties include, among others, the possibility that a recent Paragraph IV certification notice letter regarding an Abbreviated New Drug Application (ANDA) submitted to the U.S. Food & Drug Administration for a generic version of Feraheme will result in the introduction of generic competition for Feraheme, especially if AMAG is not successful in patent infringement litigation, if initiated, against such ANDA filer, which if not successful could lead to generic competition for Feraheme; the possibility that AMAG’s Phase 3 clinical trial for broad IDA indication for Feraheme will absorb significant resources, financial or otherwise over a considerable period of time and despite such efforts, might not be deemed adequate by the FDA,as well as those risks identified in AMAG’s filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2014, its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2015 and September 30, 2015 and subsequent filings with the SEC. Any such risks and uncertainties could materially and adversely affect AMAG’s results of operations, its profitability and its cash flows, which would, in turn, have a significant and adverse impact on AMAG’s stock price. AMAG cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.

AMAG disclaims any obligation to publicly update or revise any such statements to reflect any change in expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

AMAG Pharmaceuticals® and Feraheme® are registered trademark of AMAG Pharmaceuticals, Inc. MuGard® is a registered trademark of Abeona Therapeutics, Inc. (formerly known as PlasmaTech Biopharmaceuticals, Inc. and Access Pharmaceuticals, Inc.). Makena® is a registered trademark of Lumara Health Inc.  Lumara HealthTM is a registered trademark of Lumara Health.  Cord Blood Registry® and CBR® are registered trademarks of CBR Systems, Inc.

— Tables Follow —

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AMAG Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

(unaudited, amounts in thousands, except for per share data)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2015			2014			2015			2014
Revenues:
Makena	$	67,356		$	22,512		$	251,615		$	22,513
Feraheme/MuGard	23,476			24,469			90,201			87,485
Cord Blood Registry	16,955			—			24,132			—
License fee, collaboration and other revenues	948			6,272			52,328			14,386
Total revenues	108,735			53,253			418,276			124,384
Operating costs and expenses:
Cost of product sales	18,716			11,758			78,509			20,306
Cost of services	6,731			—			9,992			—
Research and development expenses	7,897			7,764			42,878			24,160
Selling, general and administrative expenses	50,255			27,521			160,309			72,254
Acquisition-related costs	80			7,561			11,232			9,478
Restructuring expenses	2,383			2,023			4,136			2,023
Total costs and expenses	86,062			56,627			307,056			128,221
Operating income (loss)	22,673			(3,374		)	111,220			(3,837		)
Other income (expense):
Interest expense	(18,457		)	(7,041		)	(53,251		)	(14,697		)
Loss on debt extinguishment	—			—			(10,449		)	—
Interest and dividend income, net	545			166			1,512			975
Other income (expense)	(8		)	98			(9,188		)	217
Total other income (expense)	(17,920		)	(6,777		)	(71,376		)	(13,505		)
Net income (loss) before income taxes	4,753			(10,151		)	39,844			(17,342		)
Income tax expense (benefit)	(2,448		)	(153,159		)	7,065			(153,159		)
Net income (loss)	$	7,201		$	143,008		$	32,779		$	135,817
Net income (loss) per share
Basic	$	0.21		$	5.98		$	1.04		$	6.06
Diluted	$	0.20		$	4.67		$	0.93		$	5.45
Weighted average shares outstanding used to compute net income (loss) per share:
Basic	34,712			23,911			31,471			22,416
Diluted	42,805			30,992			35,308			25,225

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AMAG Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(unaudited, amounts in thousands)

	December 31, 2015		December 31, 2014
Assets:
Cash and cash equivalents	$	228,705	$	119,296
Investments	237,626		24,890
Accounts receivable, net	85,678		38,172
Inventories	40,645		40,610
Receivable from collaboration	428		4,518
Deferred tax assets	—		32,094
Prepaid and other current assets	13,592		14,456
Total current assets	606,674		274,036
Property, plant and equipment, net	28,725		1,519
Goodwill	639,188		205,824
Intangible assets, net	1,196,771		887,908
Restricted cash	2,593		2,397
Other long-term assets	13,481		17,249
Total assets	$	2,487,432	$	1,388,933
Liabilities and stockholders’ equity:
Accounts payable	$	4,906	$	7,301
Accrued expenses	106,363		80,093
Current portion of long-term debt	17,500		34,000
Current portion of acquisition-related contingent consideration	96,967		718
Deferred revenues	20,185		44,376
Total current liabilities	245,921		166,488
Long-term liabilities:
Long-term debt, net	811,250		293,905
Convertible 2.5% notes, net	174,390		167,441
Acquisition-related contingent consideration	125,592		217,984
Deferred tax liabilities	189,145		77,619
Deferred revenues	5,093		—
Other long-term liabilities	3,777		5,543
Total liabilities	1,555,168		928,980
Total stockholders’ equity	932,264		459,953
Total liabilities and stockholders’ equity	$	2,487,432	$	1,388,933

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AMAG Pharmaceuticals, Inc.

Reconciliation of Condensed Consolidated Statements of Operations to Non-GAAP Statements of Operations

(unaudited, amounts in thousands, except per share data)

	Three Months Ended									Three Months Ended
	December 31, 2015									December 31, 2014
	GAAP			Adjustments			Non- GAAP			GAAP			Adjustments			Non-GAAP
Revenues:
Makena	$	67,356		$	—		$	67,356		$	22,512		$	—		$	22,512
Feraheme/MuGard	23,476			—			23,476			24,469			—			24,469
Cord Blood Registry	16,955			11,815		(7)	28,770			—			—			—
License fee, collaboration and other	948			—			948			6,272			(2,295		)(8)	3,977
Total revenues	108,735			11,815			120,550			53,253			(2,295		)	50,958
Operating costs and expenses:
Cost of product sales	18,716			(14,938		)(9)	3,778			11,758			(6,272		)(9)	5,486
Cost of services	6,731			(1,348		)(10)	5,383			—			—			—
Research and development	7,897			(1,018		)(11)	6,879			7,764			(338		)(11)	7,426
Selling, general and administrative	50,255			(7,078		)(12)	43,177			27,521			(4,021		)(12)	23,500
Acquisition-related	80			(80		)(13)	—			7,561			(7,561		)(13)	—
Restructuring	2,383			(2,383		)(14)	—			2,023			(2,023		)(14)	—
Total costs and expenses	86,062			(26,845		)	59,217			56,627			(20,215		)	36,412
Operating income (loss) / adjusted EBITDA	22,673			38,660			61,333			(3,374		)	17,920			14,546
Other income (expense):
Interest expense	(18,457		)	3,098		(15)	(15,359		)	(7,041		)	2,436		(15)	(4,605		)
Loss on debt extinguishment	—			—			—			—			—			—
Interest and dividend income, net	545			—			545			166			—			166
Other income, net	(8		)	—			(8		)	98			(1		)	97
Total other income (expense)	(17,920		)	3,098			(14,822		)	(6,777		)	2,435			(4,342		)
Net income (loss) before income taxes	4,753			41,758			46,511			(10,151		)	20,355			10,204
Income tax expense (benefit)	(2,448		)	2,448		(16)	—			(153,159		)	153,159		(16)	—
Net income (loss) / cash earnings	$	7,201		$	39,310		$	46,511		$	143,008		$	(132,804	)	$	10,204
Net income (loss) / cash earnings per share
Basic	$	0.21		—			$	1.34		$	5.98		—			$	0.43
Diluted	$	0.20		—			$	1.12		$	4.67		—			$	0.33
Weighted average shares outstanding
Basic	34,712			—			34,712			23,911			—			23,911
Diluted	42,805			—			41,614			30,992			—			30,992

(7) Adding back period write-down of deferred revenue from purchase accounting.

(8) Eliminate non-cash revenue related to recognition of previously deferred revenue on Takeda agreement.

(9) Eliminate the following: (i) non-cash step-up of inventory from purchase accounting; (ii) amortization expense related to intangible assets; (iii) depreciation expense; and (iv) stock-based compensation expense.

(10) Eliminate the following: (i) depreciation expense; and (ii) certain non-recurring inventory reserves.

(11) Eliminate the following: (i) non-cash step-up of inventory used in research and development from purchase accounting; (ii) depreciation expense; and (iii) stock-based compensation expense.

(12) Eliminate the following: (i) non-cash adjustments related to contingent consideration; (ii) amortization expense related to intangible assets; (iii) certain transaction-related expenses; (iv) depreciation expense; and (v) stock-based compensation expense.

(13) Eliminate non-recurring acquisition costs.

(14) Eliminate non-recurring restructuring costs.

(15) Eliminate non-cash interest expense; amortization of debt discount and other non-cash costs.

(16) Eliminate non-cash income tax.

10

AMAG Pharmaceuticals, Inc.

Reconciliation of Condensed Consolidated Statements of Operations to Non-GAAP Statements of Operations

(unaudited, amounts in thousands, except per share data)

	Twelve Months Ended									Twelve Months Ended
	December 31, 2015									December 31, 2014
	GAAP			Adjustments			Non- GAAP			GAAP			Adjustments			Non- GAAP
Revenues:
Makena	$	251,615		$	—		$	251,615		$	22,513		$	—		$	22,513
Feraheme/MuGard	90,201			—			90,201			87,485			—			87,485
Cord Blood Registry	24,132			19,136		(17)	43,268			—			—			—
License fee, collaboration and other revenues	52,328			(39,965		)(18)	12,363			14,386			(8,217		)(18)	6,169
Total revenues	418,276			(20,829		)	397,447			124,384			(8,217		)	116,167
Operating costs and expenses:
Cost of products sold	78,509			(64,536		)(19)	13,973			20,306			(6,706		)(19)	13,600
Cost of services	9,992			(1,563		)(20)	8,429			—			—			—
Research and development	42,878			(14,258		)(21)	28,620			24,160			(1,662		)(21)	22,498
Selling, general and administrative	160,309			(27,324		)(22)	132,985			72,254			(6,534		)(22)	65,720
Acquisition-related	11,232			(11,232		)(23)	—			9,478			(9,478		)(23)	—
Restructuring	4,136			(4,136		)(24)	—			2,023			(2,023		)(24)	—
Total costs and expenses	307,056			(123,049		)	184,007			128,221			(26,403		)	101,818
Operating income (loss) / adjusted EBITDA	111,220			102,220			213,440			(3,837		)	18,186			14,349
Other income (expense):																—
Interest expense	(53,251		)	12,041		(25)	(41,210		)	(14,697		)	6,967		(25)	(7,730		)
Loss on debt extinguishment	(10,449		)	10,449		(26)	—			—			—			—
Interest and dividend income, net	1,512			—			1,512			975			(17		)	958
Other income, net	(9,188		)	9,185		(26)	(3		)	217			(103		)	114
Total other income (expense)	(71,376		)	31,675			(39,701		)	(13,505		)	6,847			(6,658		)
Net income (loss) before income taxes	39,844			133,895			173,739			(17,342		)	25,033			7,691
Income tax expense (benefit)	7,065			(7,065		)(27)	—			(153,159		)	153,159		(27)	—
Net income (loss) / cash earnings	$	32,779		$	140,960		$	173,739		$	135,817		$	(128,126	)	$	7,691
Net income (loss) / cash earnings per share
Basic	$	1.04		—			$	5.52		$	6.06		—			$	0.34
Diluted	$	0.93		—			$	4.43		$	5.45		—			$	0.30
Weighted average shares outstanding
Basic	31,471			—			31,471			22,416			—			22,416
Diluted	35,308			—			39,211			25,225			—			25,225

(17) Adding back period write-down of deferred revenue from purchase accounting.

(18) Eliminate non-cash revenue related to recognition of previously deferred revenue on Takeda agreement.

(19) Eliminate the following: (i) non-cash step-up of inventory from purchase accounting; (ii) amortization expense related to intangible assets; (iii) depreciation expense; and (iv) stock-based compensation expense.

(20) Eliminate the following: (i) depreciation expense; and (ii) certain non-recurring inventory reserves.

(21) Eliminate the following: (i) non-cash step-up of inventory used in research and development from purchase accounting; (ii) depreciation expense; and (iii) stock-based compensation expense.

(22) Eliminating the following: (i) non-cash adjustments related to contingent consideration; (ii) amortization expense related to intangible assets; (iii) certain transaction-related expenses; (iv) depreciation expense; and (v) stock-based compensation expense.

(23) Eliminate non-recurring acquisition costs.

(24) Eliminate non-recurring restructuring costs.

(25) Eliminate non-cash interest expense; amortization of debt discount and other non-cash costs.

(26) Eliminate non-cash or other non-recurring expenses related to the August 2015 term loan financing.

(27) Eliminate non-cash income tax.

11

AMAG Pharmaceuticals, Inc.
Reconciliation of 2016 Financial Guidance of Non-GAAP Adjusted EBITDA
and Non-GAAP Cash Earnings
(unaudited, amounts in millions)

	2016
	Financial
	Guidance
GAAP net income	$11 - 41
Purchase accounting adjustments related to CBR deferred revenue	17
Depreciation and amortization	90
Interest expense, net	72
Provision for income taxes	20
EBITDA	$210 - 240
Non-cash inventory step-up adjustments	5
Stock-based compensation	27
Adjustments to contingent consideration	12
Restructuring costs	1
Non-GAAP Adjusted EBITDA	$255 - 285
Cash interest expense	(60	)
Non-GAAP cash earnings	$195 - 225

AMAG Pharmaceuticals, Inc.
Share Count Reconciliation
(unaudited, amounts in millions)

	Three Months Ended		Twelve Months Ended
	December 31, 2015		December 31, 2015
Weighted average basic shares outstanding	34.7		31.5
Employee equity incentive awards	0.7		1.4
Convertible notes	7.4		—	(28)
Warrants	—		2.4
GAAP diluted shares outstanding	42.8		35.3
Effect of bond hedge and warrants	(1.2	)(29)	(3.5	)(29)
Effect of convertible notes	—		7.4	(30)
Non-GAAP diluted shares outstanding	41.6		39.2

(28) Convertible notes would be anti-dilutive in this period utilizing the “if-converted” method, which adjusts net income for the after-tax interest expense applicable to the convertible notes.

(29) Reflects the impact of the non-GAAP benefit of the bond hedge and warrants.

(30) Reflects the “in-the-money” convertible notes.

CONTACT:

Linda Lennox

Vice President, Investor Relations

617-498-2846

12

EX-99.2

Exhibit 99.2

AMAG Pharmaceuticals 4Q 2015 Financial Results February 17, 2016

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein which do not describe historical facts, including among others, statements regarding expected 2015 financial results and 2016 financial guidance, including revenues, adjusted EBITDA and cash earnings; future growth drivers for Makena, including estimated market size, the impact of the increased size of the sales force and patient support services and their effect on brand loyalty from physicians and patients and expectations for approval and commercialization of the single-dose preservative-free formulation of Makena; expectations for the next generation development programs for Makena, including the development and advantages of a single-dose preservative free formulation of Makena, a subcutaneous auto-injector and a longer-acting formulation of Makena (including the timing, cost-effectiveness, clinical trial efforts and targeted approval and commercialization related to such activities); beliefs regarding, and characterizations of, physician response and behaviors with regard to Makena and next generation products; future growth opportunities for CBR, including the impact of the increased size of the sales force, the benefits of a segmentation and pricing study that is underway and potential future medical applications in regenerative medicine; key drivers for the growth of Feraheme, including opportunities and plans to grow market share in the hospital and hematology/oncology segments, improved patient identification, and plans to realize the benefits of performance-based contracting strategies; growth opportunities for Feraheme in the CKD market through increased market share of the current U.S. indication and the potential approval of Feraheme for the broad IDA indication; plans and expectations (including timing and approval) for the head-to-head Phase 3 clinical trial for the broad IDA indication for Feraheme; and AMAG’s 2016 key priorities, including plans to achieve financial, product development and portfolio expansion objectives are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the possibility that a recent Paragraph IV certification notice letter regarding an Abbreviated New Drug Application (ANDA) submitted to the U.S. Food & Drug Administration for a generic version of Feraheme will result in the introduction of generic competition for Feraheme, especially if AMAG is not successful in patent infringement litigation, if initiated, against such ANDA filer, which if not successful could lead to generic competition for Feraheme; the possibility that AMAG’s Phase 3 clinical trial for broad IDA indication for Feraheme will absorb significant resources, financial or otherwise over a considerable period of time and despite such efforts, might not be deemed adequate by the FDA, as well as those risks identified in AMAG’s filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K for the year ended December 31, 2014, its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2015 and September 30, 2015 and subsequent filings with the SEC. Any of the above risks and uncertainties could materially and adversely affect AMAG’s results of operations, its profitability and its cash flows, which would, in turn, have a significant and adverse impact on AMAG’s stock price. Use of the term “including” in this paragraph shall mean in each case “including, but not limited to.” AMAG cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Forward-Looking Statements

4Q 2015 Earnings Call Agenda Transformational Growth 1 2 3 4 2016 Key Priorities and Closing Remarks 5 Q&A 5 Commercial Performance and Developments 4Q 2015 Results and Financial Update

Transformational Growth Non-GAAP Product Revenues & Adjusted EBITDA1 1 Unaudited. See slides 23-25 for reconciliation of GAAP to non-GAAP financial information. ($ MM) Strong revenue and earnings growth ($25) $25 $75 $125 $175 $225 $275 $325 $375 $425 2013 2014 2015 $72.5 $110.0 $385.1 ($6.6) $14.3 $213.4 Makena Sales CBR Revenue Feraheme/MuGard Sales Adjusted EBITDA

2015 In Review Solid financial performance1 Makena sales +52% from 2014 pro forma revenue Adjusted EBITDA increased to $213.4 MM, compared with $14.3 MM in 2014 Non-GAAP diluted EPS increased to $4.43, compared with $0.30 in 2014 Expanded portfolio and advanced pipeline development programs Acquired Cord Blood Registry Gained rights to Velo orphan drug candidate for the treatment of severe preeclampsia Single-dose, preservative-free version of Makena under review with FDA Advanced Makena subcutaneous auto-injector program with device partner, Antares Finalized clinical study design to broaden the use of Feraheme Positioned organization for success in 2016 Fully integrated maternal health commercial team Enhanced leadership team with new key hires A year of Growth and expansion 1 Unaudited. See slides 23-25 for reconciliation of GAAP to non-GAAP financial information.

Copyright © 2015 AMAG Pharmaceuticals. All Rights Reserved. 4Q/FY 2015 Financial Results

4Q 2015 – Finished the Year Strong Non-GAAP Revenue1 ($ MM) Non-GAAP Adjusted EBITDA1 ($ MM) Non-GAAP Diluted EPS1 ($/share) Grew non-GAAP revenue 137% and adjusted EBITDA 322% Exited 2015 with $466.3 MM in cash & investments and 34.7 MM basic shares outstanding Total net leverage ratio ~2.4x annualized 4Q15 adjusted EBITDA 1 Unaudited. See slides 23-25 for reconciliations of GAAP to non-GAAP financial information. $14.5 $61.3 4Q14 4Q15 $0.33 $1.12 4Q14 4Q15

Full Year 2015 Financial Summary GAAP to NON-GAAP Comparison1 1 Unaudited. See slides 23-25 for a reconciliations of GAAP to non-GAAP financial information. 2 See slide 27 for share reconciliation. ($ in millions, except per share data) 2015 (GAAP) Adjustments 2015 (Non-GAAP) Total revenues $418.3 $20.8 $397.4 Cost of revenue 88.5 (66.1) 22.4 Gross margin $329.8 $45.2 $375.0 Operating expenses 218.6 (57.0) 161.6 Operating income / Adjusted EBITDA $111.2 $102.2 $213.4 Interest expense and other 71.4 (31.7) 39.7 Net income before taxes $39.8 $133.9 $173.7 Income taxes 7.1 (7.1) -- Net income / Cash earnings $32.8 $141.0 $173.7 Net income per diluted share $0.93 -- $4.43 Weighted average diluted shares2 35.3 -- 39.2 54% of revenue

Maternal Health

Recent Accomplishments and Future Growth Drivers: Increased 4Q15 market share to 35%, up from 24% in 4Q14 Continue to pull through recent formulary wins Maternal health sales force increased to 104 reps from 76 reps (+37%) ~60% of Makena patients are processed through Makena Care Connection and/or former compounders Enhance physician and patient brand loyalty with valued support services, such as Makena Care Connection and My Adherence Program Anticipate 1Q16 FDA approval of preservative-free, single-dose (1 mL) vial with 2Q16 commercial launch Makena Sales Performance1 Significant Makena Growth Opportunities 1 Unaudited. Pro forma Makena sales for each period in 2014. Makena acquired in November 2014. $120 $240 $200 $160 $280 $40 $0 $80 2015 +42% +52% 4Q15 $67.4 2014 4Q14 ($ MM) $251.6 $165.8 $47.5

Executing on Makena Next Generation Development Programs Makena longer-acting formulation Pre Feb 2018 Post Feb 2018 Preservative free More convenient for HCPs More cost effective for insurers In vivo feasibility established Less frequent injections More convenient for patient and HCP Provides opportunity for: Better compliance Better patient outcomes Additional patent protection 1.0 2.0 3.0 4.0 Loss of current orphan drug exclusivity Device partner Antares Issued & pending patents Potential for less painful injections sNDA estimated filing in 1Q17 with 6-10 month regulatory review Makena multi-dose vial Makena single-dose preservative-free vial Makena subcutaneous auto-injector

Significant Decrease in Needle Size 11 Makena IM1 Injection vs. subcutaneous injection Makena currently injected with large 21 gauge needle into the muscle Advantage of auto-injector is that it allows for subcutaneous administration of Makena Specifically designed for administration of viscous material through smaller needle Utilizes shorter and more narrow 27 gauge needle Less invasive and likely less pain 1 IM is defined as Intramuscular. Actual size is 10.0 mm Actual size is 38.1 mm Makena Auto-Injector Prototype

Favorable Physician Response to Makena Next Generation Products Physician’s Therapy Preferences Makena is the therapy of choice for at-risk women Respondents state that Makena is administered ~70% in-office, while ~30% administered at-home by nurse/care-giver Makena single-dose launch offers an opportunity to grow the Makena franchise Physicians indicate that 60% of new Makena utilization will come from patients currently on compounded product and 40% will come from patients currently untreated or on unapproved therapy Physicians indicate that the auto-injector is most attractive product for the Makena franchise (even if generic IM HPC enters market) Auto-injector preferred over IM, depot and/or oral forms of HPC Prefilled syringe and potentially less pain were most important attributes AMAG conducted market research of 271 healthcare providers in December 2015 (150 OB/GYNs; 44 MFM, 77 nurses)

CBR: Unlocking the Potential Value of Newborn Stem Cells Recurring revenue with upside potential: Revenue model: One-time, upfront collection and processing fee On-going annual storage fees Strong brand recognition and customer loyalty 633,000+ units cumulatively stored <1% annual attrition rate Future growth drivers: More than doubled size of the sales force (47 to 104) Expands reach to more obstetricians, more frequently Pricing Scaling back on 2015 discount strategy Segmentation & pricing study to refine market growth strategies Range of current clinical uses and additional potential future medical applications for stem cells in regenerative medicine CBR Pro Forma Revenues (non-GAAP)1 $100 $0 $125 $25 $50 $75 $150 $118.6 2015 2014 4Q15 4Q14 ($ MM) 1 Unaudited. Non-GAAP CBR revenue for each period in 2014 and 2015 includes purchase accounting adjustments related to CBR deferred revenue of $1 MM (4Q14), $12 MM (4Q15), $4 MM (2014) and $22 MM (2015). Revenues shown are pro forma for the periods 4Q14, 2014 and 2015. Adds new Consumer marketing capability $126.8 $28.8 $31.4

Hematology / Oncology and Hospital

Key Growth Drivers Feraheme is indicated for the treatment of iron deficiency anemia (IDA) in adults with chronic kidney disease (CKD) Six Orange Book listed patents, five of which expire in 2020 and one which expires in 20231 Recent Accomplishments and Future Growth Drivers Returned to growth after label changes in 1H15 Maintained volume utilization in hematology/oncology segment Continued to grow use in hospital segment Grow overall IV iron market through improved IDA-CKD patient identification Realize benefits of performance-based contracting strategies Feraheme Sales Performance2 $100 $80 $20 $60 $40 $0 4Q15 +5% +4% 2015 2014 4Q14 ($ MM) 1 On February 5, 2016, AMAG received a Paragraph IV certification notice. Please refer to Form 8-K filed with the SEC on February 8, 2016 for additional information. 2 Unaudited. 3 Non-GAAP. Excludes a favorable $1.8 MM release of product return reserves in 2014. 3 3 $88.5 $84.4 $23.2 $22.3

Growth Opportunities 1 If regulatory approval is received for broad IDA indication. 2 Global Intravenous (I.V.) Iron Drugs Market Report: 2015 Edition. Initiating head-to-head Phase 3 clinical trial in 1Q16 to evaluate the safety of Feraheme compared to Injectafer®, with potential approval for broad IDA indication in 2018.1 Expand label and grow IV iron market Current non-dialysis IV iron market

2016 Key Priorities

2016 Financial Guidance ($ MM) 2016 Guidance1 % Increase over 2015 (midpoint of guidance) Makena sales $310 - $340 +29% Feraheme and MuGard sales $95 - $105 +11% Cord Blood Registry revenue $115 - $1253 +1%2 Total non-GAAP product revenue1 $520 - $570 +42% Non-GAAP adjusted EBITDA1 $255 - $285 +27% Non-GAAP cash earnings1 $195 - $225 +21% 1 See slide 26 for a reconciliation of 2016 GAAP to non-GAAP financial information. 2 Pro forma growth rate assumes CBR was acquired at the beginning of 2015. 3 Revenue includes purchase accounting adjustments related to CBR deferred revenue of $17 MM in 2016. See slide 29 for an explanation of CBR deferred revenue adjustments. CBR was acquired on August 17, 2015.

Leverage Commercial Expertise with the Acquisition of Products/Companies that Accelerate Future Growth Strong Financial profile, management team & corporate infrastructure FUTURE PRODUCT Maternal Health Hematology/Oncology, Nephrology & Hospital Consumer marketing expertise FUTURE PRODUCT CBR Commercial Expertise Makena® Velo Option Feraheme® MuGard® FUTURE PRODUCT New Therapeutic Area Portfolio Expansion

2016 Key Priorities Financial and Commercial Drive significant net product sales growth +40% Commercialize single-dose, preservative-free formulation of Makena in 2Q16 Increase non-GAAP adjusted EBITDA to >$255 MM Initiate share repurchase program Product Development Conduct Makena bioequivalence study in preparation for sNDA filing Initiate Feraheme IDA study Velo to complete preclinical work and initiate clinical program for severe preeclampsia option Portfolio Expansion Acquire marketed or late-stage development assets to accelerate future growth

AMAG Pharmaceuticals 4Q 2015 Financial Results February 17, 2016

AMAG Pharmaceuticals Appendix 4Q 2015 Financial Results February 17, 2016

GAAP to Non-GAAP Financials for the Three Months Ended December 31, 2015 Three Months Ended Three Months Ended December 31, 2015 December 31, 2014 GAAP Adjustments Non - GAAP GAAP Adjustments Non - GAAP Revenues: Makena $ 67,356 $ — $ 67,356 $ 2 2,512 $ — $ 22,512 Feraheme/MuGard 23,476 — 23,476 24,469 — 24,469 Cord Blood Registry 16,955 11,815 7 28,770 — — — License fee, collaboration and other 948 — 948 6,272 (2,295) 8 3,977 Total revenues 108,735 11,815 120,550 53,253 (2,295) 50,958 Operating costs and expenses: Cost of product sales 18,716 (14,938) 9 3,778 11,758 (6,272) 9 5,486 Cost of services 6,731 (1,348) 10 5,383 — — — Research and development 7,897 (1,018) 11 6,879 7,764 (338) 11 7,426 Selling, general and administrative 50,255 (7,078) 12 43,177 27,521 (4,021) 12 23,500 Acquisition - related 80 (80) 13 — 7,561 (7,561) 13 — Restructuring 2,383 (2,383) 14 — 2,023 (2,023) 14 — Total costs and expenses 86,062 (26,845) 59,217 56,627 (20,215) 36,412 Opera ting income (loss) / adjusted EBITDA 22,673 38,660 61,333 (3,374) 17,920 14,546 Other income (expense): Interest expense (18,457) 3,098 15 (15,359) (7,041) 2,436 15 (4,605) Loss on debt extinguishment — — — — — — Interest and dividend income, net 545 — 545 166 — 166 Other income, net (8) — (8) 98 (1) 97 Total other income (expense) (17,920) 3,098 (14 ,822) (6,777) 2,435 (4,342) Net income (loss) before income taxes 4,753 41,758 46,511 (10,151) 20,355 10,204 Income tax expense (benefit) (2,448) 2,448 16 — (153,159) 153,159 16 — Net income ( loss) / cash earnings $ 7,201 $ 39,310 $ 46,511 $ 143,008 $ (132,804) $ 10,204 Net income (loss) / cash earnings per share Basic $ 0.21 — $ 1.34 $ 5.98 — $ 0.43 Diluted $ 0.20 — $ 1.12 $ 4.67 — $ 0.33 Weighted average shares outstanding Basic 34,712 — 34,712 23,911 — 23,911 Diluted 42,805 — 41,614 30,992 — 30,992

GAAP to Non-GAAP Financials for the Year Ended December 31, 2015 Twelve Months Ended Twelve Months Ended December 31, 2015 December 31, 2014 GAAP Adjustments Non - GAAP GAAP Adjustments Non - GAAP Revenues: Makena $ 251,615 $ — $ 251,615 $ 22,513 $ — $ 22,513 Feraheme/MuGard 90,201 — 90,201 87,485 — 87,485 Cord Blood Registry 24,132 19,136 17 43,268 — — — License fee, collaboration and other revenues 52,328 (39,965) 18 12,363 14,386 (8,217) 18 6,169 Total revenues 418,276 (20,829) 397,447 124,384 (8,217) 116,167 Operating costs and expenses: Cost of products sold 78,509 (64,5 36) 19 13,973 20,306 (6,706) 19 13,600 Cost of services 9,992 (1,563) 20 8,429 — — — Research and development 42,878 (14,258) 21 28,620 24,160 (1,662) 21 22,498 Selling, general and administr ative 160,309 (27,324) 22 132,985 72,254 (6,534) 22 65,720 Acquisition - related 11,232 (11,232) 23 — 9,478 (9,478) 23 — Restructuring 4,136 (4,136) 24 — 2,023 (2,023) 24 — Total costs a nd expenses 307,056 (123,049) 184,007 128,221 (26,403) 101,818 Operating income (loss) / adjusted EBITDA 111,220 102,220 213,440 (3,837) 18,186 14,349 Other income (expense): — Interes t expense (53,251) 12,041 25 (41,210) (14,697) 6,967 25 (7,730) Loss on debt extinguishment (10,449) 10,449 26 — — — — Interest and dividend income, net 1,512 — 1,512 975 (17) 958 O ther income, net (9,188) 9,185 26 (3) 217 (103) 114 Total other income (expense) (71,376) 31,675 (39,701) (13,505) 6,847 (6,658) Net income (loss) before income taxes 39,844 133,895 173,739 (17,342) 25,033 7,691 Income tax expense (benefit) 7,065 (7,065) 27 — (153,159) 153,159 27 — Net income (loss) / cash earnings $ 32,779 $ 140,960 $ 173,739 $ 135,817 $ (128,126) $ 7,691 Net income (loss) / ca sh earnings per share Basic $ 1.04 — $ 5.52 $ 6.06 — $ 0.34 Diluted $ 0.93 — $ 4.43 $ 5.45 — $ 0.30 Weighted average shares outstanding Basic 31,471 — 31,471 22,416 — 22,416 Diluted 35,308 — 39,211 25,225 — 25,225

GAAP to non-GAAP Financials for the Three Months and Full Year Ended December 31, 2015 7,17 Adding back period write-down of deferred revenue from purchase accounting. 8,18 Eliminate non-cash revenue related to recognition of previously deferred revenue on Takeda agreement. 9,19 Eliminate the following: (i) non-cash step-up of inventory from purchase accounting; (ii) amortization expense related to intangible assets; (iii) depreciation expense; and (iv) stock-based compensation expense. 10,20 Eliminate the following: (i) depreciation expense; and (ii) certain non-recurring inventory reserves. 11,21 Eliminate the following: (i) non-cash step-up of inventory used in research and development from purchase accounting; (ii) depreciation expense; and (iii) stock-based compensation expense. 12,22 Eliminate the following: (i) non-cash adjustments to contingent consideration; (ii) amortization expense related to intangible assets; (iii) certain transaction-related expenses; (IV) depreciation expense; and (iv) stock-based compensation expense. 13,23 Eliminate non-recurring acquisition costs. 14,24 Eliminate non-recurring restructuring costs. 15,25 Eliminate non-cash interest expense; amortization of debt discount and other non-cash costs. 26 Eliminate non-cash or other non-recurring expenses related to the August 2015 term loan refinancing. 16,27 Eliminate non-cash income tax.

2016 Financial Guidance Reconciliation ($ MM) 2016 Guidance GAAP Net income $11 - $41 CBR deferred revenue purchase accounting adjustments $17 Depreciation & amortization $90 Interest expense, net $72 Provision for income taxes $20 EBITDA $210 - $240 Non-cash inventory step-up $5 Stock-based compensation $27 Adjustment to contingent consideration $12 Restructuring costs $1 Non-GAAP Adjusted EBITDA $255 - $285 Cash interest expense $(60) Non-GAAP Cash earnings $195 - $225

Share Reconciliation 1 Convertible notes would be ant-dilutive in this period utilizing the “if-converted” method, which adjusts net income for the after-tax interest expense applicable to the Convertible notes. 2 Reflects the impact of the non-GAAP benefit of the bond hedge and warrants. 3 Reflects the “in-the-money” convertible notes. (in millions) 4Q15 2015 Weighted average basic shares outstanding 34.7 31.5 Employee equity incentive awards 0.7 1.4 Convertible notes 7.4 --1 Warrants -- 2.4 GAAP diluted shares outstanding 42.8 35.3 Effect of bond hedge and warrants2 (1.2) (3.5) Effect of convertible notes -- 7.43 Non-GAAP diluted shares outstanding 41.6 39.2

($ MM) 4Q15 Cash and cash equivalents $466 Convertible senior notes (2.5%) $200 Term loan facility (4.75%) 346 2023 senior notes (7.875%) 500 Total debt $1,046 Capitalization As of December 31, 2015 ($ MM) 12/31/15 Shares outstanding (millions) 34.7 Net operating loss balance1 $503 1 A portion of this Federal NOL balance is subject to annual 382 limitations.

CBR Non-GAAP Revenue Adjustment Purchase accounting future impact Deferred revenue balance on August 17, 2015 Addback to calculate non-GAAP revenue to be reported in future periods ($ MM) Purchase accounting rules require write-down of closing date deferred revenue on balance sheet at acquisition date 1 Reflects the GAAP balance sheet adjustment following the 2015 acquisition of CBR by AMAG; prior adjustment due to 2012 acquisition of CBR by GTCR. 2 Write-Off amount is added back in the period it would have been recognized in to arrive at non-GAAP revenue. 3 Reflects the addbacks from both the 2015 acquisition of CBR by AMAG and the 2012 acquisition of CBR by GTCR. ($ MM) 1 2 3 $3.1 $58.8 $0 $10 $20 $30 $40 $50 $60 $70 Closing Date GAAP Write-Off Amount $17.0 $5.5 $5.4 $5.3 $55.4 $0 $10 $20 $30 $40 $50 2016 2017 2018 2019 2020-2078 Non-GAAP Addback

AMAG Pharmaceuticals 4Q 2015 Financial Results February 17, 2016