DUBLIN, Nov. 4, 2014 /PRNewswire/ -- Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the third quarter ended September 30, 2014 and updated financial guidance for full year 2014.

"We successfully executed on key goals across the business, from strong sales growth of Xyrem, Erwinaze and Defitelio, to advances in our clinical development programs, and to furtherance of our regulatory efforts in preparation for the planned submission of a new drug application for defibrotide in the U.S. in the first half of 2015," said Bruce C. Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals plc. "We're pleased with the substantial progress we've made towards meeting our 2014 goals and creating long-term shareholder value."

Adjusted net income attributable to Jazz Pharmaceuticals plc for the third quarter of 2014 was $145.8 million, or $2.33 per diluted share, compared to $109.4 million, or $1.78 per diluted share, for the third quarter of 2013.

GAAP net income attributable to Jazz Pharmaceuticals plc for the third quarter of 2014 was $25.8 million, or $0.41 per diluted share, compared to $75.4 million, or $1.23 per diluted share, for the third quarter of 2013. GAAP net income attributable to Jazz Pharmaceuticals plc for the third quarter of 2014 included an upfront payment of $75.0 million for the rights to defibrotide in the Americas. Reconciliations of applicable GAAP reported to non-GAAP adjusted information are included in this press release.

Third Quarter 2014 Revenues and Product Sales

Total revenues for the third quarter of 2014 were $306.6 million, an increase of 32% over total revenues of $232.2 million for the third quarter of 2013. This increase was driven primarily by net product sales of Xyrem® (sodium oxybate) oral solution, Erwinaze®/Erwinase® (asparaginase Erwinia chrysanthemi) and Defitelio® (defibrotide). Total revenues include net product sales, royalties and contract revenues.

Net product sales for the third quarter of 2014 were as follows:

    --  Xyrem: Xyrem net sales increased by 33% to $204.3 million in the third
        quarter of 2014 compared to $153.7 million in the third quarter of 2013.
        During the third quarter of 2014, the average number of active Xyrem
        patients increased to 12,050.
    --  Erwinaze/Erwinase: Erwinaze/Erwinase net sales increased by 18% to $52.1
        million in the third quarter of 2014 compared to $44.1 million in the
        third quarter of 2013.
    --  Defitelio/defibrotide: Defitelio/defibrotide net sales in the third
        quarter of 2014 were $18.9 million compared to pro forma net sales of
        $13.1 million in the third quarter of 2013. Jazz Pharmaceuticals plc
        acquired indirect majority control of Gentium S.p.A. (Gentium) on
        January 23, 2014. The pro forma information represents net sales of
        Defitelio/defibrotide as if the acquisition of Gentium had closed on
        January 1, 2013.
    --  Prialt® (ziconotide) intrathecal infusion: Net sales of Prialt were
        $6.3 million in the third quarter of 2014 compared to $11.0 million in
        the third quarter of 2013. The decrease in net sales was primarily due
        to the timing of shipments to Eisai Co., the European distributor of
        Prialt.
    --  Psychiatry products: Net sales of the company's psychiatry products were
        $10.8 million in the third quarter of 2014 compared to $10.7 million in
        the third quarter of 2013.
    --  Other: Net sales of other products in the third quarter of 2014 were
        $11.9 million compared to $10.9 million in the third quarter of 2013. On
        a pro forma basis, net sales of other products for the third quarter of
        2013 were $13.1 million, which included net sales of active
        pharmaceutical ingredients by Gentium as if the acquisition of Gentium
        had closed on January 1, 2013.

Tables showing actual and pro forma net product sales for the three and nine months ended September 30, 2014 compared to actual and pro forma net product sales for the same periods in 2013 are included in this press release.

Operating Expenses and Other

Operating expenses for the third quarter of 2014 were $248.5 million on a GAAP basis compared to $131.6 million for the third quarter of 2013. Operating expenses increased over the prior year period primarily due to the following:

    --  Cost of product sales for the third quarter of 2014 was $27.0 million on
        a GAAP basis compared to $24.3 million for the same period in 2013. The
        increase was primarily due to higher net sales. Gross margin for the
        third quarter of 2014, as a percentage of net product sales, was 91.1%
        compared to 89.5% for the same period in 2013, primarily due to a change
        in product mix.
    --  Selling, general and administrative (SG&A) expenses for the third
        quarter of 2014 were $93.5 million on a GAAP basis compared to $75.0
        million for the same period in 2013. Adjusted SG&A expenses for the
        third quarter of 2014 were $77.2 million, or 25% of total revenues,
        compared to $59.6 million, or 26% of total revenues, for the same period
        in 2013. The increase was primarily due to higher headcount and expenses
        resulting from the expansion of the company's business.
    --  Research and development (R&D) expenses for the third quarter of 2014
        were $22.4 million on a GAAP basis compared to $11.8 million for the
        same period in 2013. Adjusted R&D expenses for the third quarter of 2014
        were $18.1 million, or 6% of total revenues, compared to $9.9 million,
        or 4% of total revenues, for the same period in 2013. The increase in
        R&D expenses was primarily driven by increased costs from the
        development of the company's product candidates and life cycle
        management of the company's existing products.
    --  Acquired in-process research and development expense for the third
        quarter of 2014 was $75.0 million on a GAAP basis compared to $1.0
        million for the same period in 2013. The increase was due to an upfront
        payment made in connection with the acquisition of the rights to
        defibrotide in the Americas in August 2014.

Net interest expense for the third quarter of 2014 was $14.5 million compared to $6.2 million for the third quarter of 2013. The increase was due to the company's increased debt levels following the acquisition of Gentium in January 2014 and the sale, in August 2014, of $575.0 million principal amount of 1.875% exchangeable senior notes due 2021, resulting in net proceeds to the company of $558.9 million. A portion of the net proceeds from the sale of exchangeable senior notes was used to repay total outstanding borrowings of $300 million under the company's revolving credit facility.

Foreign currency gain during the third quarter of 2014 was $6.5 million primarily due to the strengthening of the U.S. dollar against the Euro.

As of September 30, 2014, cash and cash equivalents were $575.0 million and the principal balance of the company's long-term debt was $1.5 billion. Cash and cash equivalents decreased from December 31, 2013 primarily due to funds used to acquire Gentium, JZP-110 and the rights to defibrotide in the Americas, make a contingent consideration payment to the former equity holders of EUSA Pharma, repurchase ordinary shares under the company's share repurchase program and fund capital expenditures, offset in part by the net proceeds from the company's term loans, exchangeable senior notes and cash generated by the business.

In the nine months ended September 30, 2014, the company repurchased 0.2 million ordinary shares under its share repurchase program for $30.0 million at an average cost of $131.88 per ordinary share. As of September 30, 2014, the remaining amount under the current share repurchase program was $33.6 million.

Recent Developments

    --  The first patient has enrolled in the Phase 3 clinical trial of Xyrem in
        pediatric narcolepsy patients with cataplexy.
    --  The first patient has received a dose of JZP-416 in the pivotal Phase 2
        clinical trials in children who have experienced a hypersensitivity
        reaction to treatment with pegaspargase therapy for acute lymphoblastic
        leukemia.
    --  The Phase 1 clinical trial of JZP-386 completed enrollment during the
        third quarter. The trial was a first-in-human trial evaluating the
        safety, pharmacokinetics, and pharmacodynamics of JZP-386, a
        deuterium-modified sodium oxybate compound licensed from Concert
        Pharmaceuticals.

2014 Financial Guidance

Jazz Pharmaceuticals' updated full year 2014 financial guidance is as follows:



    Revenues                                           $1,150-$1,170 million

    Total net product sales                            $1,142-$1,160 million

    -Xyrem net sales                                       $765-$780 million

    -Erwinaze/Erwinase net sales                           $190-$200 million

    -Defitelio/defibrotide net sales                         $65-$70 million

    Adjusted gross margin %1,4                                        91-92%

    Adjusted SG&A expenses2,4                              $315-$325 million

    Adjusted R&D expenses3,4                                 $65-$75 million

    GAAP net income attributable to Jazz
     Pharmaceuticals plc per diluted share                       $0.73-$1.05

    Non-GAAP adjusted net income attributable to
     Jazz Pharmaceuticals plc per diluted share4                 $8.20-$8.35



            1.     Excludes $10 million of
                   acquisition accounting inventory
                   fair value step-up adjustments,
                   $4 million in share-based
                   compensation expense and $1
                   million of depreciation expense
                   from estimated GAAP gross margin
                   of 90-91%.



    2.             Excludes $55-$59 million of
                   share-based compensation
                   expense, $25-$30 million of
                   transaction and integration costs
                   and $5 million of depreciation
                   expense from estimated GAAP SG&A
                   expenses of $400-$420 million.



    3.             Excludes $11-$12 million of
                   share-based compensation expense
                   and $1 million of depreciation
                   expense from estimated GAAP R&D
                   expenses of $77-$88 million.



    4.             See "Non-GAAP Financial Measures"
                   below. Reconciliations of non-GAAP
                   adjusted guidance measures are
                   included above and in the tables
                   accompanying this press release.

Conference Call Details

Jazz Pharmaceuticals will host an investor conference call and live audio webcast today at 4:30 p.m. EST (9:30 p.m. GMT) to provide a business and financial update, discuss its 2014 third quarter results and update 2014 financial guidance. The live webcast may be accessed from the Investors & Media section of the company's website at www.jazzpharmaceuticals.com. Please connect to the website prior to the start of the conference call to ensure adequate time for any software downloads that may be necessary. Investors may participate in the conference call by dialing +1 866 318 8615 in the U.S., or +1 617 399 5134 outside the U.S., and entering passcode 57934182.

A replay of the conference call will be available through November 11, 2014 by dialing +1 888 286 8010 in the U.S., or +1 617 801 6888 outside the U.S., and entering passcode 24997214. An archived version of the webcast will be available for at least one week in the Investors & Media section of the Jazz Pharmaceuticals website at www.jazzpharmaceuticals.com.

About Jazz Pharmaceuticals plc

Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is a specialty biopharmaceutical company focused on improving patients' lives by identifying, developing and commercializing differentiated products that address unmet medical needs. The company has a diverse portfolio of products and/or product candidates in the areas of sleep, hematology/oncology, pain and psychiatry. The company's U.S. marketed products in these areas include: Xyrem® (sodium oxybate) oral solution, Erwinaze® (asparaginase Erwinia chrysanthemi), Prialt® (ziconotide) intrathecal infusion, Versacloz® (clozapine) oral suspension, FazaClo® (clozapine, USP) HD and FazaClo LD. Jazz Pharmaceuticals also has a number of products marketed outside the United States, including Erwinase® and Defitelio® (defibrotide). For more information, please visit www.jazzpharmaceuticals.com.

Non-GAAP Financial Measures

To supplement Jazz Pharmaceuticals' financial results and guidance presented in accordance with U.S. generally accepted accounting principles (GAAP), the company uses certain non-GAAP (also referred to as "adjusted" or "non-GAAP adjusted") financial measures in this press release and the accompanying tables. The company believes that each of these non-GAAP financial measures is helpful in understanding its past financial performance and potential future results, particularly in light of the effect of various acquisition and divestiture transactions effected by the company. They are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with the consolidated financial statements prepared in accordance with GAAP. Jazz Pharmaceuticals' management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Compensation of executives is based in part on the performance of the company's business based on certain of these non-GAAP financial measures. In addition, Jazz Pharmaceuticals believes that the presentation of these non-GAAP financial measures is useful to investors because it enhances the ability of investors to compare its results from period to period and allows for greater transparency with respect to key financial metrics the company uses in making operating decisions, and also because the company's investors and analysts regularly use them to model and track the company's financial performance.

Investors should note that these non-GAAP financial measures are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the company's results of operations as determined in accordance with GAAP. Investors should also note that these non-GAAP financial measures have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. In addition, from time-to-time in the future there may be other items that the company may exclude for purposes of its non-GAAP financial measures; likewise, the company may in the future cease to exclude items that it has historically excluded for purposes of its non-GAAP financial measures. Because of the non-standardized definitions, the non-GAAP financial measures as used by Jazz Pharmaceuticals in this press release and the accompanying tables may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by the company's competitors and other companies.

As used in this press release, (i) the historical adjusted net income measures attributable to Jazz Pharmaceuticals plc (and the related per share measures) exclude from GAAP net income (loss) attributable to Jazz Pharmaceuticals plc, as applicable, intangible asset amortization, share-based compensation expense, intangible asset impairment, upfront and milestone payments, transaction and integration costs, acquisition accounting inventory fair value step-up adjustments, restructuring charges, change in fair value of contingent consideration, depreciation expense, loss on extinguishment and modification of debt and non-cash interest expense; adjust the income tax provision to the estimated amount of taxes that are payable in cash; and adjust for the amount attributable to noncontrolling interests; (ii) the historical adjusted SG&A expense measures exclude from GAAP SG&A expenses, as applicable, share-based compensation expense, transaction and integration costs, restructuring charges, change in fair value of contingent consideration and depreciation expense; (iii) the historical adjusted R&D expense measures exclude from GAAP R&D expenses, as applicable, share-based compensation expense, transaction and integration costs and depreciation expense; (iv) the adjusted net income attributable to Jazz Pharmaceuticals plc (and the related per share) guidance measures exclude from estimated GAAP net income attributable to Jazz Pharmaceuticals plc intangible asset amortization and depreciation expense, share-based compensation expense, intangible asset impairment, upfront and milestone payments, transaction and integration costs, acquisition accounting inventory fair value step-up adjustments and non-cash interest expense; adjust the income tax provision to the estimated amount of taxes that are payable in cash; and adjust for the amount attributable to noncontrolling interests; (v) the adjusted gross margin percentage guidance excludes from estimated GAAP gross margin percentage share-based compensation expense, acquisition accounting inventory fair value step-up adjustments and depreciation expense; (vi) the adjusted SG&A expenses guidance excludes from estimated GAAP SG&A expenses share-based compensation expense, transaction and integration costs and depreciation expense; and (vii) the adjusted R&D expenses guidance excludes from estimated GAAP R&D expenses share-based compensation expense and depreciation expense.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements, including, but not limited to, statements related to Jazz Pharmaceuticals' future financial results, including 2014 financial guidance, the company's plans to submit a new drug application for defibrotide in the United States and the timing thereof, the potential for creating long-term shareholder value, and other statements that are not historical facts. These forward-looking statements are based on Jazz Pharmaceuticals' current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with maintaining and increasing sales of and revenue from Xyrem, such as the potential introduction of generic competition or other sodium oxybate products that compete with Xyrem and changed or increased regulatory restrictions on or requirements with respect to Xyrem, as well as similar risks related to effectively commercializing the company's other marketed products, including Erwinaze and Defitelio; protecting and enhancing the company's intellectual property rights; delays or problems in the supply or manufacture of the company's products, particularly with respect to certain products as to which the company maintains limited inventories, and dependence on single source suppliers, including the risk that the company may not be able to obtain and supply sufficient product to meet commercial demand or to meet requirements for clinical trial supplies; obtaining appropriate pricing and reimbursement for the company's products in an increasingly challenging environment, including the need to obtain appropriate pricing and reimbursement approvals for Defitelio in European countries representing a significant market opportunity for Defitelio and the need to obtain and maintain reimbursement for Xyrem in the United States in an environment in which the company is subject to increasingly restrictive conditions for reimbursement required by third party payors; ongoing regulation and oversight by U.S. and non-U.S. regulatory agencies; the challenges of obtaining sustained acceptance of the company's products by patients, physicians and payors; the difficulty and uncertainty of pharmaceutical product development, including the timing thereof, and the uncertainty of clinical success, such as the risk that results from preclinical studies and/or early clinical trials may not be predictive of results obtained in later and larger clinical trials planned or anticipated to be conducted for the company's product candidates; the inherent uncertainty associated with the regulatory approval process, including the risks that the company may be required to conduct additional time-consuming and costly clinical trials as a condition of regulatory approval of defibrotide in the United States and that the company may otherwise be unable to obtain or maintain any regulatory approval for defibrotide in the United States; risks associated with business combination or product or product candidate acquisition transactions, such as the risks that the acquired businesses, including the acquired Gentium business, will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected, and that the company may otherwise fail to realize the anticipated benefits (commercial or otherwise) from such acquisition transactions, including the acquisition of Gentium and acquisition of the rights to defibrotide in the Americas; the company's ability to identify and acquire, in-license or develop additional products or product candidates to grow its business; and possible restrictions on the company's ability and flexibility to pursue certain future opportunities as a result of its substantial outstanding debt obligations; as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; and those other risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in Jazz Pharmaceuticals plc's Securities and Exchange Commission filings and reports (Commission File No. 001-33500), including the Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 and future filings and reports by the company, including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. Jazz Pharmaceuticals undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.



                                                                                     JAZZ PHARMACEUTICALS PLC

                                                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                             (In thousands, except per share amounts)

                                                                                           (Unaudited)


                                                        Three Months Ended                                         Nine Months Ended
                                                        September 30,                                         September 30,
                                                                                                               -------------

                                                   2014                           2013                      2014                   2013
                                                   ----                           ----                      ----                   ----

    Revenues:

    Product sales, net                                   $304,407                                        $230,386                        $838,493   $631,602

    Royalties and contract
     revenues                                     2,177                            1,774                                 6,240               5,047
                                                  -----                            -----                                 -----               -----

    Total revenues                              306,584                          232,160                               844,733             636,649

    Operating expenses:

    Cost of product sales
     (excluding amortization
     of acquired developed
     technologies and
     intangible asset
     impairment)                                 26,994                           24,252                                88,610              76,503

    Selling, general and
     administrative                              93,501                           74,970                               300,420             223,004

    Research and development                     22,423                           11,826                                60,622              27,823

    Acquired in-process
     research and
     development                                 75,000                              988                               202,000               4,988

    Intangible asset
     amortization                                30,630                           19,564                                94,607              58,518

    Intangible asset
     impairment                                       -                               -                               32,806                   -
                                                    ---                             ---                               ------                 ---

    Total operating expenses                    248,548                          131,600                               779,065             390,836
                                                -------                          -------                               -------             -------

    Income from operations                       58,036                          100,560                                65,668             245,813

    Interest expense, net                      (14,530)                         (6,202)                              (36,035)           (20,743)

    Foreign currency gain
     (loss)                                       6,483                            (614)                                6,680               (728)

    Loss on extinguishment
     and modification of
     debt                                             -                               -                                    -            (3,749)
                                                    ---                             ---                                  ---             ------

    Income before income tax
     provision                                   49,989                           93,744                                36,313             220,593

    Income tax provision                         24,221                           18,335                                60,598              59,574
                                                 ------                           ------                                ------              ------

    Net income (loss)                            25,768                           75,409                              (24,285)            161,019

    Net income (loss)
     attributable to
     noncontrolling
     interests, net of tax                            2                                -                              (1,060)                  -

    Net income (loss)
     attributable to Jazz
     Pharmaceuticals plc                                  $25,766                                         $75,409                       $(23,225)  $161,019
                                                          =======                                         =======                        ========   ========


    Net income (loss) per ordinary share
     attributable to Jazz Pharmaceuticals plc:

    Basic                                                   $0.43                                           $1.30                         $(0.39)     $2.76
                                                            =====                                           =====                          ======      =====

    Diluted                                                 $0.41                                           $1.23                         $(0.39)     $2.62
                                                            =====                                           =====                          ======      =====

    Weighted-average ordinary shares used in
     calculating net income (loss) per
     ordinary share attributable to Jazz
     Pharmaceuticals plc:

    Basic                                        60,305                           58,217                                59,457              58,437
                                                 ======                           ======                                ======              ======

    Diluted                                      62,680                           61,519                                59,457              61,532
                                                 ======                           ======                                ======              ======


                                                       JAZZ PHARMACEUTICALS PLC

                                                     SUMMARY OF PRODUCT SALES, NET

                                                            (In thousands)

                                                              (Unaudited)


                                   Three Months Ended                                    Nine Months Ended
                                    September 30,                                   September 30,
                                    -------------                                   -------------

                              2014                         2013                     2014                2013
                              ----                         ----                     ----                ----

    Xyrem                             $204,337                                   $153,664                    $556,081  $404,932

    Erwinaze/Erwinase       52,121                         44,078                            146,910           130,754

    Defitelio/defibrotide   18,892                              -                            51,345                 -

    Prialt                   6,282                         11,046                             16,422            20,726

    Psychiatry              10,833                         10,679                             32,431            40,093

    Other                   11,942                         10,919                             35,304            35,097

    Total net product sales           $304,407                                   $230,386                    $838,493  $631,602
                                      ========                                   ========                    ========  ========

The following unaudited pro forma information represents the net product sales for the three and nine months ended September 30, 2014 and 2013, respectively, as if the acquisition of Gentium had been completed on January 1, 2013:



                                                   SUMMARY OF PRODUCT SALES, NET (PRO FORMA)

                                                                (In thousands)

                                                                  (Unaudited)


                                       Three Months Ended                                    Nine Months Ended
                                          September 30,                                        September 30,
                                          -------------

                                  2014                         2013                     2014                2013
                                  ----                         ----                     ----                ----

    Xyrem                                 $204,337                                   $153,664                    $556,081  $404,932

    Erwinaze/Erwinase           52,121                         44,078                            146,910           130,754

    Defitelio/defibrotide       18,892                         13,142                             54,242            31,842

    Prialt                       6,282                         11,046                             16,422            20,726

    Psychiatry                  10,833                         10,679                             32,431            40,093

    Other                       11,942                         13,095                             35,710            41,097

    Total pro forma net product
     sales                                $304,407                                   $245,704                    $841,796  $669,444
                                          ========                                   ========                    ========  ========


                                              JAZZ PHARMACEUTICALS PLC

                                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                   (In thousands)

                                                     (Unaudited)


                                                  September 30,               December 31,
                                                           2014                          2013
                                                           ----                          ----

                              ASSETS

    Current assets:

    Cash and
     cash
     equivalents                                                     $575,040                     $636,504

    Accounts
     receivable,
     net of
     allowances                                         187,604                         124,805

    Inventories                                          37,612                          28,669

    Prepaid
     expenses                                            24,206                           7,183

    Deferred
     tax
     assets,
     net                                                 35,696                          33,613

    Other
     current
     assets                                              18,362                          33,843
                                                         ------

    Total
     current
     assets                                             878,520                         864,617

    Property
     and
     equipment,
     net                                                 44,205                          14,246

     Intangible
     assets,
     net                                              1,550,624                         812,396

    Goodwill                                            724,388                         450,456

    Deferred
     tax
     assets,
     net,
     non-
     current                                            101,249                          74,597

    Deferred
     financing
     costs                                               35,068                          14,605

    Other
     non-
     current
     assets                                              13,482                           7,304
                                                         ------                           -----

    Total
     assets                                                        $3,347,536                   $2,238,221
                                                                   ==========                   ==========

                         LIABILITIES AND
                       SHAREHOLDERS' EQUITY

    Current liabilities:

    Accounts
     payable                                                          $29,671                      $21,005

    Accrued
     liabilities                                        161,476                         119,718

    Current
     portion
     of long-
     term
     debt                                                 9,444                           5,572

    Income
     taxes
     payable                                             15,755                             336

     Contingent
     consideration                                            -                         50,000

    Deferred
     tax
     liability,
     net                                                  6,259                           6,259

    Deferred
     revenue                                              1,138                           1,138
                                                          -----

    Total
     current
     liabilities                                        223,743                         204,028

    Deferred
     revenue,
     non-
     current                                              4,784                           5,718

    Long-
     term
     debt,
     less
     current
     portion                                          1,331,340                         544,404

    Deferred
     tax
     liability,
     net,
     non-
     current                                            413,460                         168,497

    Other
     non-
     current
     liabilities                                         33,596                          20,040

    Total
     Jazz
     Pharmaceuticals
     plc
     shareholders'
     equity                                           1,340,523                       1,295,534

     Noncontrolling
     interests                                               90                               -
                                                            ---                             ---

    Total
     liabilities
     and
     shareholders'
     equity                                                        $3,347,536                   $2,238,221
                                                                   ==========                   ==========


                                                                   JAZZ PHARMACEUTICALS PLC

                                              RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION

                                                           (In thousands, except per share amounts)

                                                                         (Unaudited)


                                      Three Months Ended                                         Nine Months Ended
                                      September 30,                                         September 30,
                                      -------------                                         -------------

                                 2014                           2013                      2014                   2013
                                 ----                           ----                      ----                   ----

    GAAP reported net income
     (loss) attributable to
     Jazz Pharmaceuticals
     plc                                $25,766                                         $75,409                       $(23,225)  $161,019

    Intangible asset
     amortization              30,630                           19,564                                94,607              58,518

    Share-based
     compensation expense      18,251                           11,876                                50,618              32,139

    Intangible asset
     impairment                     -                               -                               32,806                   -

    Upfront and milestone
     payments                  75,000                              988                               202,000               4,988

    Transaction and
     integration costs            878                              113                                23,518               1,846

    Acquisition accounting
     inventory fair value
     step-up adjustments            -                             512                                10,477               3,143

    Restructuring charges           -                               -                                    -              1,457

    Change in fair value of
     contingent
     consideration                  -                           5,000                                     -             12,900

    Depreciation                1,868                              895                                 5,037               2,065

    Loss on extinguishment
     and modification of
     debt                           -                               -                                    -              3,749

    Non-cash interest
     expense                    4,065                            1,083                                 7,603               3,505

    Income tax adjustments   (10,649)                         (6,043)                              (27,493)            (3,198)

    Adjustments for amount
     attributable to
     noncontrolling
     interests                    (2)                               -                              (1,504)                  -
                                  ---                              ---                               ------                 ---

    Non-GAAP adjusted net
     income attributable to
     Jazz Pharmaceuticals
     plc                               $145,807                                        $109,397                        $374,444   $282,131
                                       ========                                        ========                        ========   ========


    GAAP reported net income
     (loss) attributable to
     Jazz Pharmaceuticals
     plc per diluted share                $0.41                                           $1.23                         $(0.39)     $2.62
                                          =====                                           =====                          ======      =====

    Non-GAAP adjusted net
     income attributable to
     Jazz Pharmaceuticals
     plc per diluted share                $2.33                                           $1.78                           $5.99      $4.59
                                          =====                                           =====                           =====      =====

    Shares used in computing
     GAAP reported net
     income (loss)
     attributable to Jazz
     Pharmaceuticals plc per
     diluted share amounts     62,680                           61,519                                59,457              61,532
                               ======                           ======                                ======              ======

    Shares used in computing
     non-GAAP adjusted net
     income attributable to
     Jazz Pharmaceuticals
     plc per diluted share
     amounts                   62,680                           61,519                                62,532              61,532
                               ======                           ======                                ======              ======


                                                                                                                                JAZZ PHARMACEUTICALS PLC

                                                                                                           RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION

                                                                                                                        CERTAIN LINE ITEMS AND OTHER INFORMATION

                                                                                                                (In thousands, except per share amounts and percentages)

                                                                                                                                      (Unaudited)


                                                                                   Three Months Ended
                                                                                   ------------------

                                                   September 30, 2014                                                                             September 30, 2013
                                                                                                                                                    ------------------

                             GAAP Reported             Adjustments             Non-GAAP Adjusted *                           GAAP Reported                 Adjustments               Non-GAAP Adjusted *
                             -------------             -----------             -------------------                           -------------                 -----------               -------------------

    Total revenues                         $306,584                                               $                       -                                                $306,584                                       $232,160                 $      -      $232,160

    Cost of product sales           26,994                               (413)                        (a)                            26,581                                   24,252                             (1,103)            (a)   23,149

    Selling, general and
     administrative                 93,501                            (16,259)                        (b)                            77,242                                   74,970                            (15,345)            (b)   59,625

    Research and development        22,423                             (4,325)                        (c)                            18,098                                   11,826                             (1,948)            (c)    9,878

    Acquired in-process
     research and
     development                    75,000                            (75,000)                                                            -                                     988                               (988)                       -

    Intangible asset
     amortization                   30,630                            (30,630)                                                            -                                  19,564                            (19,564)                       -

    Interest expense, net           14,530                             (4,065)                        (d)                            10,465                                    6,202                             (1,083)            (d)    5,119

    Foreign currency (gain)
     loss                          (6,483)                                  -                                                      (6,483)                                     614                                   -                     614

    Income before income tax
     provision                      49,989                             130,692                         (e)                           180,681                                   93,744                              40,031             (e)  133,775

    Income tax provision            24,221                              10,649                         (f)                            34,870                                   18,335                               6,043             (f)   24,378

    Effective tax rate (g)           48.5%            (o)                                                            19.3%                                       19.6%                                                     18.2%

    Net income                      25,768                             120,043                         (h)                           145,811                                   75,409                              33,988             (h)  109,397

    Net income attributable
     to noncontrolling
     interests, net of tax               2                                   2                         (i)                                 4                                        -                                  -            (i)        -

    Net income attributable
     to Jazz Pharmaceuticals
     plc                                    $25,766                                                                $120,041                    (j)                          $145,807                                        $75,409                  $33,988 (j)   $109,397

    Net income attributable
     to Jazz Pharmaceuticals
     plc per diluted share                    $0.41                                                                                                 $2.33                                                $1.23                                        $1.78


                                                                                                                                  JAZZ PHARMACEUTICALS PLC

                                                                                                             RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION

                                                                                                                          CERTAIN LINE ITEMS AND OTHER INFORMATION

                                                                                                                  (In thousands, except per share amounts and percentages)

                                                                                                                                        (Unaudited)


                                                                                      Nine Months Ended
                                                                                      -----------------

                                                    September 30, 2014                                                                             September 30, 2013
                                                                                                                                                     ------------------

                             GAAP Reported              Adjustments              Non-GAAP Adjusted *                         GAAP Reported                  Adjustments               Non-GAAP Adjusted *
                             -------------              -----------              -------------------                         -------------                  -----------               -------------------

    Total revenues                          $844,733                                                $                     -                                                 $844,733                                       $636,649                  $        -     $636,649

    Cost of product sales           88,610                              (12,695)                        (k)                          75,915                                    76,503                             (5,032)            (k)    71,471

    Selling, general and
     administrative                300,420                              (66,269)                        (l)                         234,151                                   223,004                            (43,953)            (l)   179,051

    Research and development        60,622                              (10,686)                        (m)                          49,936                                    27,823                             (4,565)            (m)    23,258

    Acquired in-process
     research and
     development                   202,000                             (202,000)                                                          -                                    4,988                             (4,988)                        -

    Intangible asset
     amortization                   94,607                              (94,607)                                                          -                                   58,518                            (58,518)                        -

    Intangible asset
     impairment                     32,806                              (32,806)                                                          -                                        -                                  -                        -

    Interest expense, net           36,035                               (7,603)                        (d)                          28,432                                    20,743                             (3,505)            (d)    17,238

    Foreign currency (gain)
     loss                          (6,680)                                    -                                                    (6,680)                                      728                                   -                      728

    Loss on extinguishment
     and modification of
     debt                                -                                    -                                                          -                                    3,749                             (3,749)                        -

    Income before income tax
     provision                      36,313                               426,666                         (n)                         462,979                                   220,593                             124,310             (n)   344,903

    Income tax provision            60,598                                27,493                         (f)                          88,091                                    59,574                               3,198             (f)    62,772

    Effective tax rate (g)          166.9%             (o)                                                           19.0%                                        27.0%                                                     18.2%

    Net income (loss)             (24,285)                              399,173                         (p)                         374,888                                   161,019                             121,112             (p)   282,131

    Net income attributable
     to noncontrolling
     interests, net of tax         (1,060)                                1,504                         (i)                             444                                         -                                  -            (i)         -

    Net income (loss)
     attributable to Jazz
     Pharmaceuticals plc                   $(23,225)                                                              $397,669                    (q)                           $374,444                                       $161,019                    $121,112 (q)  $282,131

    Net income (loss)
     attributable to Jazz
     Pharmaceuticals plc per
     diluted share                           $(0.39)                                                                                                $5.99                                                 $2.62                                          $4.59

JAZZ PHARMACEUTICALS PLC
RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
CERTAIN LINE ITEMS AND OTHER INFORMATION
(In thousands)
(Unaudited)

* Non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc and its line item components and related non-GAAP adjusted financial measures shown in the tables above are not meant to be considered in isolation or as a substitute for comparable GAAP reported measures, and should be read in conjunction with the condensed consolidated financial statements prepared in accordance with GAAP. The company believes that each of these non-GAAP adjusted financial measures is helpful in understanding its past financial performance and potential future results, particularly in light of the effect of various acquisition and divestiture transactions effected by the company. Company management regularly uses these supplemental non-GAAP financial measures internally to understand, manage and evaluate its business and make operating decisions. Compensation of executives is based in part on the performance of the company's business based on certain of these non-GAAP financial measures. In addition, the company believes that the presentation of these non-GAAP adjusted financial measures is useful to investors because it enhances the ability of investors to compare its results from period to period and allows for greater transparency with respect to key financial metrics the company uses in making operating decisions, and also because the company's investors and analysts regularly use them to model and track the company's financial performance. Specifically, the company believes that each of these non-GAAP adjusted financial measures provides useful information to management, investors and analysts by excluding, as applicable, intangible asset amortization, share-based compensation expense, intangible asset impairment, upfront and milestone payments, transaction and integration costs, acquisition accounting inventory fair value step-up adjustments, restructuring charges, change in fair value of contingent consideration, depreciation expense, loss on extinguishment and modification of debt and non-cash interest expense that may not be indicative of the company's core operating results and business outlook, and by including adjustments to convert the income tax provision to the estimated amount of taxes that are payable in cash and adjustments for the amount attributable to noncontrolling interests. Investors should note that these non-GAAP adjusted financial measures are not prepared under any comprehensive set of accounting rules or principles and do not reflect all of the amounts associated with the company's results of operations as determined in accordance with GAAP. Investors should also note that these non-GAAP adjusted financial measures have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. In addition, from time-to-time in the future there may be other items that the company may exclude for purposes of its non-GAAP adjusted financial measures; likewise, the company may in the future cease to exclude items that it has historically excluded for purposes of its non-GAAP adjusted financial measures. Because of the non-standardized definitions, the non-GAAP adjusted financial measures appearing in the tables above may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by the company's competitors and other companies.

Explanation of Adjustments and Certain Line Items:




    (a)              Share-based compensation expense
                     of $240 and $591, depreciation
                     expense of $173 and $0,
                     acquisition accounting inventory
                     fair value step-up adjustments
                     of $0 and $512 for the three
                     months ended September 30, 2014
                     and 2013, respectively.



    (b)              Share-based compensation expense
                     of $14,834 and $9,354,
                     depreciation expense of $1,425
                     and $878, change in fair value of
                     contingent consideration of $0
                     and $5,000 and transaction and
                     integration costs of $0 and $113
                     for the three months ended
                     September 30, 2014 and 2013,
                     respectively.



    (c)              Share-based compensation expense
                     of $3,177 and $1,931, transaction
                     and integration costs of $878 and
                     $0 and depreciation expense of
                     $270 and $17 for the three months
                     ended September 30, 2014 and
                     2013, respectively.



    (d)              Non-cash interest expense
                     associated with debt
                     discount and debt issuance
                     costs for the respective
                     three- and nine-month
                     periods.



    (e)              Sum of adjustments (a) through
                     (d) plus the adjustments for
                     acquired in-process research
                     and development and intangible
                     asset amortization for the
                     respective three-month period.



    (f)             Adjustments to convert the
                    income tax provision to the
                    estimated amount of taxes
                    payable in cash for the
                    respective three- and nine-
                    month periods.



    (g)              Income tax provision
                     divided by income before
                     income tax provision for
                     the respective three- and
                     nine-month periods.



    (h)              Net of adjustments (e) and (f)
                     for the respective three-
                     month period.



    (i)            Adjustments for amount
                   attributable to noncontrolling
                   interests for the respective
                   three- and nine-month period.



    (j)            Net of adjustments (h) and (i)
                   for the respective three-
                   month period.



    (k)              Acquisition accounting inventory
                     fair value step-up adjustments
                     of $10,477 and $3,143, share-
                     based compensation expense of
                     $1,705 and $1,788, depreciation
                     expense of $513 and $0,
                     restructuring charges of $0 and
                     $68 and transaction and
                     integration costs of $0 and $33
                     for the nine months ended
                     September 30, 2014 and 2013,
                     respectively.



    (l)            Share-based compensation expense
                   of $40,051 and $25,898,
                   transaction and integration costs
                   of $22,394 and $1,758,
                   depreciation expense of $3,824
                   and $2,008, change in fair value
                   of contingent consideration of $0
                   and $12,900, and restructuring
                   charges of $0 and $1,389 for nine
                   months ended September 30, 2014
                   and 2013, respectively.



    (m)               Share-based compensation expense
                      of $8,862 and $4,453, transaction
                      and integration costs of $1,124
                      and $55 and depreciation expense
                      of $700 and $57 for nine months
                      ended September 30, 2014 and
                      2013, respectively.



    (n)              Sum of adjustments (k), (l), (m) and
                     (d) plus the adjustments for
                     acquired in-process research and
                     development, amortization and
                     impairment of intangible assets and
                     loss on extinguishment and
                     modification of debt for the
                     respective nine-month period.



    (o)              After adjusting the income
                     before income tax provision
                     for the three months ended
                     September 30, 2014 by
                     excluding an upfront payment
                     of $75,000 for rights to
                     defibrotide in the Americas,
                     we would have had income
                     before income tax provision
                     of $124,989, resulting in an
                     effective tax rate of 19.4%
                     for the three months ended
                     September 30, 2014 based on
                     the income tax provision of
                     $24,221, compared to 19.6%
                     for the same period in 2013.
                     After adjusting the income
                     before income tax provision
                     for the nine months ended
                     September 30, 2014 by
                     excluding a total of $202,000
                     in upfront and milestone
                     payments for rights to JZP-
                     110 and to defibrotide in the
                     Americas, we would have had
                     income before income tax
                     provision of $238,313,
                     resulting in an effective tax
                     rate of 25.4% for the nine
                     months ended September 30,
                     2014 based on the income tax
                     provision of $60,598,
                     compared to 27.0% for the
                     same period in 2013. The
                     decreases in the effective
                     tax rates for the three and
                     nine months ended September
                     30, 2014 compared to the same
                     periods in 2013 were
                     primarily due to changes in
                     income mix among the various
                     jurisdictions in which we
                     operate.



    (p)              Net of adjustments (n) and (f)
                     for the respective nine-
                     month period.



    (q)              Net of adjustments (p) and (i)
                     for the respective nine-
                     month period.


                       JAZZ PHARMACEUTICALS PLC

       RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED 2014 GUIDANCE

                (In millions, except per share amounts)

                              (Unaudited)


    GAAP net income attributable to Jazz
     Pharmaceuticals plc                                 $46 - $66

    Intangible asset amortization and
     depreciation                                   129 - 134

    Share-based compensation expense                 70 - 75

    Intangible asset impairment                                 33

    Upfront and milestone payments                             202

    Transaction and integration costs                25 - 30

    Acquisition accounting inventory fair
     value step-up                                              10

    Non-cash interest expense                         13-15

    Income tax adjustments                         (30) - (20)

    Adjustments for amount attributable to
     noncontrolling interests                                  (2)
                                                               ---

    Non-GAAP adjusted net income
     attributable to Jazz Pharmaceuticals
     plc                                               $513 - $526
                                                       ===========


    GAAP net income attributable to Jazz
     Pharmaceuticals plc per diluted share           $0.73 - $1.05
                                                     =============

    Non-GAAP adjusted net income
     attributable to Jazz Pharmaceuticals
     plc per diluted share                            $8.20- $8.35
                                                      ============


    Weighted-average ordinary shares used
     in per share computations                       62 - 63

SOURCE Jazz Pharmaceuticals plc