ofix-corresp_20160726.htm

Set forth below are the responses of Orthofix International N.V. (“Orthofix” or the “Company”) to the staff’s letter of comment, dated July 13, 2016 (the “Comment Letter”), relating to disclosures in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, and its 2016 first quarter earnings release. For convenience of reference, each paragraph below is numbered to correspond to the numbered comment set forth in the Comment Letter.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

1.	We note the disclosures here and on page 50 of the changes in your sales on a constant currency basis during the periods presented. Please revise future filings to describe the process for calculating the constant currency amounts and the basis of such presentation. Refer to

The Company respectfully acknowledges the Staff’s comment and will in future filings, beginning with its Form 10-Q for the quarterly period ended June 30, 2016, revise these disclosures to address the staff’s comment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

We note you present net margin by SBU reporting segment but that you end the table with a measure called total net margin, which as defined represents a non-GAAP measure. Please revise your presentation in future filings to identify the measure as non-GAAP and to provide the required reconciliation to the most directly comparable GAAP financial measure. Refer to Item 10(e)(1)(i) of Regulation S-K and Question 104.04 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

The Company respectfully acknowledges the Staff’s comment and will in future filings, beginning with its Form 10-Q for the quarterly period ended June 30, 2016, revise this disclosure to address the staff’s comment.

In this regard, we see you present the non-GAAP measure total net margin as a percentage of sales. In future filings please include a reconciliation by schedule or other clearly understandable method of the differences between this non-GAAP financial measure and the most directly comparable financial measure calculated and presented in accordance with US GAAP. In addition, please identify the measure as non-GAAP and provide the disclosures required by Item 10(e)(i)(C) and (D) of Regulation S-K.

We note your First Quarter Highlights caption discloses the non-GAAP measure Adjusted EBITDA and presents the constant currency sales growth but does not also disclose the directly comparable GAAP measures. Similarly on page 2 you discuss forward-looking non-GAAP adjusted EBITDA and adjusted earnings per share from continuing operations guidance without providing the corresponding GAAP amounts or the required quantitative reconciliations. Your presentations appear to give greater prominence to the non-GAAP measures than to the comparable GAAP measures which is inconsistent with the updated Compliance and Disclosure Interpretations issued on May 17, 2016. Please review this guidance, including Question 102.10, when preparing your next earnings release.

The Company respectfully acknowledges the Staff’s comment and will in future releases, beginning with its earnings release for the quarterly period ended June 30, 2016, revise this disclosure to address the staff’s comment.

the Company is responsible for the adequacy and accuracy of the disclosures in the filings;

staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or would like further information concerning the foregoing, please do not hesitate to contact the undersigned at (214) 937-2000. Thank you for your assistance.