DUBLIN, Aug. 9, 2016 /PRNewswire/ -- Jazz Pharmaceuticals plc (Nasdaq: JAZZ) today announced financial results for the second quarter of 2016 and updated financial guidance for 2016.

"We have made significant progress in 2016, as we continue to build the foundation for future growth by further diversifying and strengthening our hematology/oncology portfolio with the addition of Vyxeos, a late-stage product candidate for the treatment of acute myeloid leukemia, through the acquisition of Celator Pharmaceuticals," said Bruce Cozadd, chairman and chief executive officer of Jazz Pharmaceuticals. "We achieved strong organic sales growth of our key products, including a significant contribution from the U.S. launch of Defitelio, received FDA approval of our manufacturing facility in Athlone, Ireland and entered into additional corporate development transactions with the potential to bring innovative treatment options to patients."

GAAP net income attributable to Jazz Pharmaceuticals plc for the second quarter of 2016 was $111.3 million, or $1.80 per diluted share, compared to $88.1 million, or $1.40 per diluted share, for the second quarter of 2015.

The company has modified the calculation of its non-GAAP income tax provision and has reflected this modification in its 2015 and 2016 non-GAAP interim period results and full-year 2016 financial guidance in connection with the Securities and Exchange Commission's May 2016 guidance pertaining to non-GAAP financial measures. The company's modified calculation no longer includes the cash tax benefits the company realizes during the year from net operating losses and credits and deductible share-based compensation and now includes other deferred taxes and changes in unrecognized tax benefits. This modification does not change the amount of cash taxes that the company expects to pay in 2016 or in the future, and therefore has no impact on the company's future expected cash flows. This modification does not reflect a change in the amount of cash taxes that the company expects to pay in 2016, or in the future, or a change to the company's expected future cash flows.

Adjusted net income attributable to Jazz Pharmaceuticals plc for the second quarter of 2016 was $162.6 million, or $2.63 per diluted share. Without giving effect to the modification described above, adjusted net income attributable to Jazz Pharmaceuticals plc for the second quarter of 2016 would have been $174.3 million, or $2.82 per diluted share. Adjusted net income attributable to Jazz Pharmaceuticals plc for the second quarter of 2015 was $144.2 million, or $2.28 per diluted share. Without giving effect to the modification described above, adjusted net income attributable to Jazz Pharmaceuticals plc for the second quarter of 2015 was previously reported as $152.2 million, or $2.41 per diluted share. Reconciliations of applicable GAAP reported to non-GAAP adjusted information are included in this press release.



    Financial Highlights
    --------------------


                                 Three Months Ended               Six Months Ended
                                      June 30,                        June 30,
                                      --------                        --------

    (In thousands, except
     per share amounts and
     percentages)            2016                          2015 Change             2016       2015 Change
                             ----                          ---- ------             ----       ---- ------

    Total revenues                                $381,161             $333,747         14.2%             $717,171 $643,050 11.5%

    GAAP net income
     attributable to Jazz
     Pharmaceuticals plc                          $111,282              $88,114         26.3%             $185,403 $158,814 16.7%

    Adjusted net income
     attributable to Jazz
     Pharmaceuticals plc(1)                       $162,584             $144,151         12.8%             $295,461 $259,666 13.8%

    GAAP EPS attributable to
     Jazz Pharmaceuticals
     plc                                             $1.80                $1.40         28.6%                $2.98    $2.52 18.3%

    Adjusted EPS
     attributable to Jazz
     Pharmaceuticals plc(1)                          $2.63                $2.28         15.4%                $4.75    $4.12 15.3%

____________________________



    1.             Without giving effect to the
                   modification of the calculation of
                   non-GAAP income tax provision
                   described above, adjusted net income
                   attributable to Jazz Pharmaceuticals
                   plc would have been $174.3 million, or
                   $2.82 per diluted share, and was
                   previously reported as $152.2 million,
                   or $2.41 per diluted share, for the
                   three months ended June 30, 2016 and
                   2015, respectively. Without giving
                   effect to the modification described
                   above, adjusted net income
                   attributable to Jazz Pharmaceuticals
                   plc would have been $315.3 million, or
                   $5.07 per diluted share, and was
                   previously reported as $277.2 million,
                   or $4.40 per diluted share, for the
                   six months ended June 30, 2016 and
                   2015, respectively.


    Total Revenues
    --------------


                                               Three Months Ended          Six Months Ended
                                                    June 30,                   June 30,
                                                    --------                   --------

    (In thousands)                         2016                           2015                 2016            2015
                                                                                             ----            ----

    Xyrem(R) (sodium oxybate) oral
     solution                                                   $280,968                    $247,846                $530,505  $460,536

    Erwinaze(R) /Erwinase(R)
     (asparaginase Erwinia
     chrysanthemi)                       49,748                           46,151                     100,921           96,504

    Defitelio(R) (defibrotide sodium) /
     defibrotide                         33,246                           15,257                      51,143           32,620

    Prialt(R) (ziconotide) intrathecal
     infusion                             8,073                            7,138                      14,282           13,902

    Psychiatry                            3,867                            9,372                      10,869           18,465

    Other                                 3,208                            6,342                       5,306           17,114
                                          -----                            -----                       -----           ------

    Product sales, net                  379,110                          332,106                     713,026          639,141

    Royalties and contract revenues       2,051                            1,641                       4,145            3,909

    Total revenues                                              $381,161                    $333,747                $717,171  $643,050
                                                                ========                    ========                ========  ========

Net product sales increased 14% in the second quarter of 2016 compared to the same period in 2015 due to higher net product sales of Xyrem, Erwinaze and Defitelio.

Xyrem net product sales increased 13% in the second quarter of 2016 compared to the same period in 2015.

Erwinaze/Erwinase net product sales increased 8% in the second quarter of 2016 compared to the same period in 2015. While Erwinaze net product sales increased, the company expects to continue to experience inventory and supply challenges, which may result in temporary disruptions in the company's ability to supply certain markets, including the U.S., from time to time. The company continues to work with distributors to prioritize delivery of drug to institutions for the treatment of patients who have been prescribed Erwinaze.

Defitelio/defibrotide net product sales increased $18.0 million in the second quarter of 2016 compared to the same period in 2015. The increase in net product sales was due to net sales of $9.5 million following the April 2016 launch of Defitelio in the U.S. and a significant increase in net product sales outside of the U.S.



    Operating Expenses
    ------------------


                             Three Months Ended               Six Months Ended
                                  June 30,                        June 30,
                                  --------                        --------

    (In thousands,
     except
     percentages)        2016                          2015                2016              2015
                         ----                          ----                ----              ----

    GAAP:

    Cost of product
     sales                                     $23,980                           $21,813           $47,419    $50,111

    Gross margin        93.7%                               93.4%                        93.3%     92.2%

    Selling, general
     and administrative                       $122,618                          $107,132          $251,383   $219,520

    % of total revenues 32.2%                               32.1%                        35.1%     34.1%

    Research and
     development                               $39,091                           $27,833           $70,343    $55,014

    % of total revenues 10.3%                                8.3%                         9.8%      8.6%

    Acquired in-
     process research
     and development        $                        -                      $         -           $8,750   $      -


    Non-GAAP adjusted:

    Cost of product
     sales                                     $23,017                           $21,041           $45,657    $48,644

    Gross margin        93.9%                               93.7%                        93.6%     92.4%

    Selling, general
     and administrative                        $99,488                           $88,470          $202,099   $183,511

    % of total revenues 26.1%                               26.5%                        28.2%     28.5%

    Research and
     development                               $35,562                           $23,967           $63,524    $47,663

    % of total revenues  9.3%                                7.2%                         8.9%      7.4%

Operating expenses changed over the prior year period primarily due to the following:

    --  Selling, general and administrative (SG&A) expenses increased in the
        second quarter of 2016 compared to the same period in 2015, on a GAAP
        and on a non-GAAP adjusted basis, primarily due to higher headcount and
        other expenses resulting from the expansion of the company's business.
    --  Research and development (R&D) expenses increased in the second quarter
        of 2016 compared to the same period in 2015, on a GAAP and on a non-GAAP
        adjusted basis, primarily due to higher costs for clinical studies and
        outside services for the development of JZP-110 and line extensions for
        the company's existing products.

Cash Flow and Balance Sheet

As of June 30, 2016, cash, cash equivalents and investments were $916.4 million, and the outstanding principal balance of the company's long-term debt was $1.3 billion. Cash, cash equivalents and investments decreased from December 31, 2015 primarily due to repurchases under the company's share repurchase program and a $150.0 million milestone payment triggered by the U.S. Food and Drug Administration (FDA) approval of Defitelio on March 30, 2016, partially offset by cash generated by the business. During the six months ended June 30, 2016, the company repurchased 1.3 million ordinary shares for $163.2 million, at an average cost of $126.74 per ordinary share.

Recent Developments

In June 2016, the company received FDA approval for its manufacturing facility in Athlone, Ireland. Xyrem and certain development product candidates will be manufactured in this facility.

On July 12, 2016, the company completed its acquisition of Celator Pharmaceuticals, Inc. for approximately $1.5 billion.

On July 12, 2016, the company amended its existing credit agreement by increasing the revolving credit facility to $1.25 billion from $750 million and extending the maturity date of the term loan facility and revolving credit facility to July 2021 from June 2020. The company used borrowings of $1.0 billion under the company's revolving credit facility, together with cash on hand, to fund the Celator acquisition, resulting in an increase of the outstanding principal balance of long-term debt to approximately $2.3 billion.

On August 2, 2016, the U.S. Centers for Medicare and Medicaid Services approved a New Technology Add-on Payment (NTAP) for Defitelio after determining that Defitelio met the NTAP criteria for newness, substantial clinical improvement relative to existing therapies and specific cost thresholds. Beginning October 1, 2016, NTAP will provide incremental reimbursement to the standard diagnosis-related group based reimbursement for Defitelio, which should support Medicare beneficiaries' access to Defitelio when treated in certain inpatient hospital settings.

2016 Financial Guidance*

Jazz Pharmaceuticals is updating its full year 2016 financial guidance primarily due to the acquisition of Celator Pharmaceuticals and modification of the calculation of non-GAAP income tax provision, as follows (in millions, except per share amounts and percentage):




    Revenues                                                    $1,485-$1,530

    Total net product sales                                     $1,477-$1,522

    -Xyrem net sales                                            $1,095-$1,130

    -Erwinaze/Erwinase net sales                                    $190-$215

    -Defitelio/defibrotide net sales                                $105-$125

    GAAP gross margin %                                                 93%

    Non-GAAP adjusted gross margin %1,4                                   93%

    GAAP SG&A expenses                                              $499-$529

    Non-GAAP adjusted SG&A expenses2,4                              $400-$415

    GAAP R&D expenses                                               $149-$161

    Non-GAAP adjusted R&D expenses3,4                               $135-$145

    GAAP net income per diluted share                             $5.66-$6.56

    Non-GAAP adjusted net income per diluted share4              $9.90-$10.30

____________________________



    *              Updated August 9, 2016. The company's 2016
                   financial guidance remains subject to
                   final acquisition accounting adjustments
                   for the acquisition of Celator
                   Pharmaceuticals.


    1.             Excludes $5 million of share-based
                   compensation expense from estimated GAAP
                   gross margin.

    2.             Excludes $78-$86 million of share-based
                   compensation expense, $15-$22 million of
                   transaction and integration related costs
                   and $6 million of expenses related to
                   certain legal proceedings and
                   restructuring from estimated GAAP SG&A
                   expenses.

    3.             Excludes $14-$16 million of share-based
                   compensation expense from estimated GAAP
                   R&D expenses.

    4.             See "Non-GAAP Financial Measures" below.
                   Reconciliations of non-GAAP adjusted
                   guidance measures are included above and
                   in the table titled "Reconciliation of
                   GAAP to Non-GAAP Adjusted 2016 Net
                   Income Guidance" provided on the last
                   page of this press release.

Conference Call Details

Jazz Pharmaceuticals will host an investor conference call and live audio webcast today at 4:30 p.m. EDT (9:30 p.m. IST) to provide a business and financial update and discuss its 2016 second quarter results. 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 +1 855 353 7924 in the U.S., or +1 503 343 6056 outside the U.S., and entering passcode 44700140.

A replay of the conference call will be available through August 16, 2016 by dialing +1 855 859 2056 in the U.S., or +1 404 537 3406 outside the U.S., and entering passcode 44700140. An archived version of the webcast will be available for at least one week in the Investors & Media section of the company's website at www.jazzpharmaceuticals.com.

About Jazz Pharmaceuticals plc

Jazz Pharmaceuticals plc (Nasdaq: JAZZ) is an international biopharmaceutical company focused on improving patients' lives by identifying, developing and commercializing meaningful products that address unmet medical needs. The company has a diverse portfolio of products and product candidates with a focus in the areas of sleep and hematology/oncology. In these areas, Jazz Pharmaceuticals markets Xyrem® (sodium oxybate) oral solution, Erwinaze® (asparaginase Erwinia chrysanthemi) and Defitelio® (defibrotide sodium) in the U.S. and markets Erwinase® and Defitelio® (defibrotide) in countries outside the U.S. 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. In particular, the company presents non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc (and the related per share measure) and its line item components, as well as certain non-GAAP adjusted financial measures derived therefrom, including non-GAAP adjusted gross margin percentage and non-GAAP adjusted effective tax rate. Non-GAAP adjusted net income (and the related per share measure) and its line item components exclude from reported GAAP net income (and the related per share measure) and its line item components certain items, as detailed in the reconciliation tables that follow, and in the case of non-GAAP adjusted net income (and the related per share measure), adjust for the tax effect of non-GAAP adjustments and, for the comparable 2015 periods, adjust for the amount attributable to noncontrolling interests. In this regard, the components of non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc, including non-GAAP cost of product sales, non-GAAP selling, general and administrative expenses and non-GAAP research and development expenses, are income statement line items prepared on the same basis as, and therefore components of, the overall non-GAAP adjusted net income measure.

The company believes that each of these non-GAAP financial measures provides useful information to management, investors and analysts by excluding items that may not be indicative of the company's core operating results and business outlook, such as intangible asset amortization, share-based compensation expense, upfront and milestone payments, expenses related to certain legal proceedings and restructuring, transaction and integration related costs, non-cash interest and loss on extinguishment and modification of debt, and by including the above-mentioned tax effect and noncontrolling interest adjustments. Jazz Pharmaceuticals' management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate the company's business and to make operating decisions, and compensation of executives is based in part on certain of these non-GAAP financial measures. In addition, Jazz Pharmaceuticals believes that these non-GAAP financial measures are useful to investors because they enhance investors' ability to compare the company's results from period to period; allow for greater transparency with respect to key financial metrics the company uses in making operating decisions; and are regularly used by investors and analysts to model and track the company's financial performance.

These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures; should be read in conjunction with the company's condensed consolidated financial statements prepared in accordance with GAAP; have no standardized meaning prescribed by GAAP; and are not prepared under any comprehensive set of accounting rules or principles. 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; and the company has ceased, and may in the future cease, to exclude items that it has historically excluded for purposes of its non-GAAP financial measures. Likewise, the company may determine to modify the nature of its adjustments to arrive at its non-GAAP financial measures. In this regard, the company has modified the calculation of its non-GAAP income tax provision and accordingly, commencing with the company's presentation of non-GAAP adjusted net income (and the related per share measures) for the three and six months ended June 30, 2016, the income tax effect of the adjustments between GAAP reported and non-GAAP adjusted results takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax jurisdiction(s). For purposes of comparability, the non-GAAP income tax provision and the corresponding income tax adjustment to arrive at non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc (and the related per share measures) for the comparable 2015 periods are presented on the same basis. Because of the non-standardized definitions of non-GAAP financial measures, the non-GAAP financial measures as used by Jazz Pharmaceuticals in this press release and the accompanying tables have limits in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies.

"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 and operating results, including 2016 financial guidance, the company's manufacturing plans, the expected impact of NTAP designation for Defitelio, and other statements that are not historical facts. These forward-looking statements are based on the company's current plans, objectives, estimates, expectations and intentions, 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 or increasing sales of and revenue from Xyrem, such as the potential introduction of generic competition or other competitive products; regulatory restrictions and requirements applicable to Xyrem and ongoing patent litigation and related proceedings; effectively commercializing the company's other products and product candidates; protecting and enhancing the company's intellectual property rights; delays or problems in the supply or manufacture of the company's products and product candidates; complying with applicable U.S. and non-U.S. regulatory requirements; the difficulty and uncertainty of pharmaceutical product development and the uncertainty of clinical success; identifying and acquiring, in-licensing or developing additional products or product candidates, financing these transactions and successfully integrating acquired businesses such as Celator Pharmaceuticals, Inc.; the extent to which hospitals will take advantage of the NTAP program with respect to Defitelio; the ability to achieve expected future financial performance and results; and other risks and uncertainties affecting the company, including those described 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 company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and future filings and reports by the company, including the company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. Other risks and uncertainties of which the company is not currently aware may also affect the company's forward-looking statements and may cause actual results and timing of events to differ materially from those anticipated. The forward-looking statements herein are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made available by the company on its website or otherwise. The company undertakes no obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.


                                                                                   JAZZ PHARMACEUTICALS PLC
                                                                         CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                                           (In thousands, except per share amounts)
                                                                                         (Unaudited)


                                                      Three Months Ended                                    Six Months Ended
                                                           June 30,                                             June 30,
                                                           --------                                             --------

                                                 2016                           2015                      2016               2015
                                                 ----                           ----                      ----               ----

    Revenues:

    Product sales, net                                 $379,110                                        $332,106                    $713,026  $639,141

    Royalties and contract
     revenues                                   2,051                            1,641                                 4,145           3,909
                                                -----                            -----                                 -----           -----

    Total revenues                            381,161                          333,747                               717,171         643,050

    Operating expenses:

    Cost of product sales
     (excluding amortization
     of intangible assets)                     23,980                           21,813                                47,419          50,111

    Selling, general and
     administrative                           122,618                          107,132                               251,383         219,520

    Research and development                   39,091                           27,833                                70,343          55,014

    Acquired in-process
     research and
     development                                    -                               -                                8,750               -

    Intangible asset
     amortization                              26,737                           23,668                                49,379          48,345

    Total operating expenses                  212,426                          180,446                               427,274         372,990
                                              -------                          -------                               -------         -------

    Income from operations                    168,735                          153,301                               289,897         270,060

    Interest expense, net                    (12,121)                        (15,812)                              (24,313)       (32,057)

    Foreign currency gain
     (loss)                                         -                         (1,914)                                (819)            331

    Loss on extinguishment
     and modification of
     debt                                           -                        (16,815)                                     -       (16,815)
                                                  ---                         -------                                   ---        -------

    Income before income tax
     provision                                156,614                          118,760                               264,765         221,519

    Income tax provision                       45,332                           30,647                                79,362          62,706
                                               ------                           ------                                ------          ------

    Net income                                111,282                           88,113                               185,403         158,813

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

    Net income attributable
     to Jazz Pharmaceuticals
     plc                                               $111,282                                         $88,114                    $185,403  $158,814
                                                       ========                                         =======                    ========  ========


    Net income attributable to Jazz
     Pharmaceuticals plc per ordinary share:

    Basic                                                 $1.84                                           $1.44                       $3.05     $2.60
                                                          =====                                           =====                       =====     =====

    Diluted                                               $1.80                                           $1.40                       $2.98     $2.52
                                                          =====                                           =====                       =====     =====

    Weighted-average
     ordinary shares used in
     per share calculations
     - basic                                   60,499                           61,190                                60,821          60,998
                                               ======                           ======                                ======          ======

    Weighted-average
     ordinary shares used in
     per share calculations
     - diluted                                 61,833                           63,090                                62,154          63,028
                                               ======                           ======                                ======          ======


                                              JAZZ PHARMACEUTICALS PLC
                                       CONDENSED CONSOLIDATED BALANCE SHEETS
                                                   (In thousands)
                                                    (Unaudited)


                                                  June 30,                   December 31,
                                                       2016                            2015
                                                       ----                            ----

                           ASSETS

    Current assets:

    Cash and
     cash
     equivalents                                                $867,966                        $988,785

    Investments                                      48,409                                 -

    Accounts
     receivable,
     net of
     allowances                                     231,837                           209,685

    Inventories                                      33,291                            19,451

    Prepaid
     expenses                                        23,143                            20,699

    Other
     current
     assets                                          26,244                            19,047

    Total
     current
     assets                                       1,230,890                         1,257,667

    Property
     and
     equipment,
     net                                             93,476                            85,572

    Intangible
     assets,
     net                                          1,300,761                         1,185,606

    Goodwill                                        661,845                           657,139

    Deferred
     tax
     assets,
     net, non-
     current                                        117,507                           122,863

    Deferred
     financing
     costs                                            6,610                             7,209

    Other non-
     current
     assets                                          37,005                            27,548
                                                     ------                            ------

    Total
     assets                                                   $3,448,094                      $3,343,604
                                                              ==========                      ==========

                      LIABILITIES AND
                    SHAREHOLDERS' EQUITY

    Current liabilities:

    Accounts
     payable                                                     $28,406                         $21,807

    Accrued
     liabilities                                    157,622                           164,070

    Current
     portion of
     long-term
     debt                                            37,500                            37,587

    Income
     taxes
     payable                                          1,761                             1,808

    Deferred
     revenue                                          1,432                             1,370
                                                      -----

    Total
     current
     liabilities                                    226,721                           226,642

    Deferred
     revenue,
     non-
     current                                          3,161                             3,721

    Long-term
     debt, less
     current
     portion                                      1,141,652                         1,150,857

    Deferred
     tax
     liability,
     net, non-
     current                                        289,906                           294,485

    Other non-
     current
     liabilities                                     94,196                            69,253

    Total
     shareholders'
     equity                                       1,692,458                         1,598,646

    Total
     liabilities
     and
     shareholders'
     equity                                                   $3,448,094                      $3,343,604
                                                              ==========                      ==========


                                                                                            JAZZ PHARMACEUTICALS PLC
                                                                       RECONCILIATIONS OF GAAP REPORTED TO NON-GAAP ADJUSTED INFORMATION
                                                                                    (In thousands, except per share amounts)
                                                                                                  (Unaudited)


                                                             Three Months Ended                                            Six Months Ended
                                                                  June 30,                                                     June 30,
                                                                  --------                                                     --------

                                                     2016                     2015                      2016                     2015
                                                     ----                     ----                      ----                     ----

    GAAP reported net income
     attributable to Jazz
     Pharmaceuticals plc                                     $111,282                                           $88,114                                          $185,403                                          $158,814

    Intangible asset
     amortization                                  26,737                               23,668                                49,379                                48,345

    Share-based
     compensation expense                          25,433                               23,300                                49,616                                44,119

    Upfront and milestone
     payments                                           -                                   -                                8,750                                     -

    Expenses related to
     certain legal
     proceedings and
     restructuring                                      -                                   -                                6,060                                   553

    Transaction and
     integration related
     costs                                          2,189                                    -                                2,189                                   155

    Non-cash interest
     expense                                        5,414                                6,032                                10,776                                12,048

    Loss on extinguishment
     and modification of
     debt                                               -                              16,815                                     -                               16,815

    Income tax effect of
     adjustments (1)                              (8,471)                            (13,776)                             (16,712)                             (21,181)

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

    Non-GAAP adjusted net
     income attributable to
     Jazz Pharmaceuticals
     plc                                                     $162,584                                          $144,151                                          $295,461                                          $259,666
                                                             ========                                          ========                                          ========                                          ========


    GAAP reported net income
     attributable to Jazz
     Pharmaceuticals plc per
     diluted share                                              $1.80                                             $1.40                                             $2.98                                             $2.52
                                                                =====                                             =====                                             =====                                             =====

    Non-GAAP adjusted net
     income attributable to
     Jazz Pharmaceuticals
     plc per diluted share
     (3)                                                       $2.63                                             $2.28                                             $4.75                                             $4.12
                                                                =====                                             =====                                             =====                                             =====

    Weighted-average
     ordinary shares used in
     diluted per share
     calculations                                  61,833                               63,090                                62,154                                63,028
                                                   ======                               ======                                ======                                ======




    (1) The income tax effect of the adjustments between GAAP reported and non-GAAP adjusted net income takes into account the tax treatment and related tax rate(s) that apply to each adjustment in the applicable tax
     jurisdiction(s).

    (2) The noncontrolling interests' share of the above adjustments as applicable.

    (3) Commencing with the company's earnings release for the second quarter of 2016, the company modified the calculation of its non-GAAP income tax provision. The following table sets forth the impact of the modification on
     non-GAAP adjusted net income attributable to Jazz Pharmaceuticals plc per diluted share and is provided for informational purposes only during the periods affected by the modification.




                                                           Three Months Ended                                       Six Months Ended
                                                                June 30,                                                June 30,
                                                                --------                                                --------

                                                     2016                     2015                      2016                     2015
                                                     ----                     ----                      ----                     ----

    Non-GAAP adjusted net
     income attributable to
     Jazz Pharmaceuticals
     plc per diluted share                                      $2.63                                             $2.28                                             $4.75                                             $4.12

    Impact attributable to
     the modified
     calculation of non-
     GAAP income tax
     provision                                       0.19                                 0.13                                  0.32                                  0.28
                                                     ----                                 ----                                  ----                                  ----

                                                                $2.82                                             $2.41                                             $5.07                                             $4.40
                                                                =====                                             =====                                             =====                                             =====


                                                                                                                               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
                                                                                         ------------------

                                                   June 30, 2016                                                                          June 30, 2015
                                                                                                                                            -------------

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

    Total revenues                         $381,161                                         $                       -                                                 $381,161                                      $333,747                    $      -      $333,747

    Cost of product sales
     (excluding amortization
     of intangible assets)          23,980                           (963)                      (a)                            23,017                                    21,813                              (772)              (a)    21,041

    Selling, general and
     administrative                122,618                        (23,130)                       (b)                            99,488                                   107,132                           (18,662)              (b)    88,470

    Research and development        39,091                         (3,529)                      (c)                            35,562                                    27,833                            (3,866)              (c)    23,967

    Intangible asset
     amortization                   26,737                        (26,737)                                                           -                                   23,668                           (23,668)                          -

    Interest expense, net           12,121                         (5,414)                      (d)                             6,707                                    15,812                            (6,032)              (d)     9,780

    Foreign currency loss                -                              -                                                          -                                    1,914                                  -                      1,914

    Loss on extinguishment
     and modification of
     debt                                -                              -                                                          -                                   16,815                           (16,815)                          -

    Income before income tax
     provision                     156,614                          59,773                       (e)                           216,387                                   118,760                             69,815               (e)   188,575

    Income tax provision            45,332                           8,471                       (f)                            53,803                                    30,647                             13,776               (f)    44,423

    Effective tax rate (g)           28.9%                                                                     24.9%                                        25.8%                                                    23.6%

    Net income                     111,282                          51,302                       (h)                           162,584                                    88,113                             56,039               (h)   144,152

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

    Net income attributable
     to Jazz Pharmaceuticals
     plc                                   $111,282                                                           $51,302                    (j)                           $162,584                                       $88,114                     $56,037 (j)   $144,151

    Net income attributable
     to Jazz Pharmaceuticals
     plc per diluted share                    $1.80                                                                                            $2.63                                              $1.40                                            $2.28


                                                                                                                                  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)


                                                                                            Six Months Ended
                                                                                            ----------------

                                                   June 30, 2016                                                                                 June 30, 2015
                                                   -------------                                                                                 -------------

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

    Total revenues                         $717,171                                         $                         -                                                  $717,171                                      $643,050                   $       -      $643,050

    Cost of product sales
     (excluding amortization
     of intangible assets)          47,419                         (1,762)                      (k)                              45,657                                     50,111                            (1,467)              (k)   48,644

    Selling, general and
     administrative                251,383                        (49,284)                       (l)                             202,099                                    219,520                           (36,009)              (l)  183,511

    Research and development        70,343                         (6,819)                      (m)                              63,524                                     55,014                            (7,351)              (m)   47,663

    Acquired in-process
     research and
     development                     8,750                         (8,750)                                                            -                                         -                                 -                         -

    Intangible asset
     amortization                   49,379                        (49,379)                                                             -                                    48,345                           (48,345)                         -

    Interest expense, net           24,313                        (10,776)                       (d)                              13,537                                     32,057                           (12,048)              (d)   20,009

    Foreign currency (gain)
     loss                              819                               -                                                          819                                      (331)                                 -                     (331)

    Loss on extinguishment
     and modification of
     debt                                -                              -                                                            -                                    16,815                           (16,815)                         -

    Income before income tax
     provision                     264,765                         126,770                       (n)                             391,535                                    221,519                            122,035               (n)  343,554

    Income tax provision            79,362                          16,712                       (f)                              96,074                                     62,706                             21,181               (f)   83,887

    Effective tax rate (g)           30.0%                                                                       24.5%                                         28.3%                                                    24.4%

    Net income                     185,403                         110,058                       (o)                             295,461                                    158,813                            100,854               (o)  259,667

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

    Net income attributable
     to Jazz Pharmaceuticals
     plc                                   $185,403                                                            $110,058                    (p)                            $295,461                                      $158,814                    $100,852 (p)   $259,666

    Net income attributable
     to Jazz Pharmaceuticals
     plc per diluted share                    $2.98                                                                                               $4.75                                              $2.52                                            $4.12

_____________________________




    Explanation of Adjustments and Certain Line Items
     (in thousands):


    (a)               Share-based compensation expense of
                      $963 and $772 for the three months
                      ended June 30, 2016 and 2015,
                      respectively.

    (b)               Share-based compensation expense of
                      $20,949 and $18,662 and transaction
                      and integration related costs of
                      $2,181 and $0 for the three months
                      ended June 30, 2016 and 2015,
                      respectively.

    (c)               Share-based compensation expense of
                      $3,521 and $3,866 and transaction
                      and integration related costs of $8
                      and $0 for the three months ended
                      June 30, 2016 and 2015,
                      respectively.

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

    (e)               Sum of adjustments (a) through (d)
                      plus the adjustments for intangible
                      asset amortization and loss on
                      extinguishment and modification of
                      debt, as applicable, for the
                      respective three-month period.

    (f)               Income tax effect of the adjustments
                      between GAAP reported and non-GAAP
                      adjusted net income takes into
                      account the tax treatment and
                      related tax rate(s) that apply to
                      each adjustment in the applicable
                      tax jurisdiction(s) in the
                      respective three-and six-month
                      periods.

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

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

    (k)               Share-based compensation expense of
                      $1,652 and $1,467 and expenses
                      related to certain legal
                      proceedings and restructuring of
                      $110 and $0 for the six months
                      ended June 30, 2016 and 2015,
                      respectively.

    (l)               Share-based compensation expense of
                      $41,153 and $35,301, expenses
                      related to certain legal
                      proceedings and restructuring of
                      $5,950 and $553 and transaction and
                      integration related costs of $2,181
                      and $155 for the six months ended
                      June 30, 2016 and 2015,
                      respectively.

    (m)               Share-based compensation expense of
                      $6,811 and $7,351 and transaction
                      and integration related costs of $8
                      and $0 for the six months ended
                      June 30, 2016 and 2015,
                      respectively.

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

    (o)               Net of adjustments (n) and (f) for
                      the respective six-month period.

    (p)               Net of adjustments (o) and (i) for
                      the respective six-month period.


                             JAZZ PHARMACEUTICALS PLC
      RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED 2016 NET INCOME GUIDANCE*
                     (In millions, except per share amounts)
                                   (Unaudited)


    GAAP net income                                               $351 - $407

    Intangible asset amortization                       100 - 110

    Share-based compensation expense                     97 - 107

    Upfront and milestone payments                                         24

    Transaction and integration related
     costs                                               15 - 22

    Expenses related to certain legal
     proceedings and restructuring                                          6

    Non-cash interest expense                            20 - 24

    Income tax effect of adjustments                   (37) - (27)

    Non-GAAP adjusted net income                                  $615 - $640
                                                                  ===========


    GAAP net income per diluted share(1)                          $5.66-$6.56
                                                                  ===========

    Non-GAAP adjusted net income per
     diluted share 1                                             $9.90-$10.30
                                                                 ============


    Weighted-average ordinary shares
     used in per share calculations                                        62

_____________________________



    *              Updated August 9, 2016. The company's 2016
                   financial guidance remains subject to
                   final acquisition accounting adjustments
                   for the acquisition of Celator
                   Pharmaceuticals.


    1.             The change in GAAP guidance from the
                   company's May 10, 2016 guidance is
                   primarily due to the acquisition of
                   Celator, which increased estimated SG&A
                   and R&D expenses, and net interest
                   expense. The change in non-GAAP guidance
                   is primarily due to the acquisition of
                   Celator, and the modification of the
                   calculation of the company's non-GAAP
                   income tax provision of approximately
                   $0.55 per share.

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SOURCE Jazz Pharmaceuticals plc