SecProbe.io

October 22, 201 3

Via E-mail
Ms. Kathryn E. Falberg
Executive Vice President and C hief Financial  Officer
Jazz Pharmaceuticals plc
Fourth Floor
Connaught House
One Burlington Road
Dublin 4
Ireland

Re: Jazz Pharmaceuticals plc
Form 10-K for the Fiscal Year Ended December 31, 2012
Filed February 26 , 2013
Form 10 -Q for the Quarterly Period Ended June  30, 201 3
Filed August 6, 201 3
Form 8 -K dated August 6, 2013
Filed August 6, 2013
File No. 001-33500

Dear M s. Falberg :

We have limited our review of your filing s to your financial statements and related
disclosures  and do not intend to expand our review to other portions of your document s and have
the following comment s.  In our comment s, we ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within 10 business days by providing us the requested
information or  by advising us when you will provide the requested response .   If you do not
believe a comment appl ies to your facts and circumstances, please tell us why in your response.
Please furnish us a letter on EDGAR under the form type label CORRESP that key s your
response s to our comment s.

After reviewing the information provide d, we may raise additional comments  and/or
request that you amend your filing s.

Ms. Kathryn E. Falberg
Jazz Pharmaceuticals plc
October 22, 201 3
Page 2

 Form 10 -K for the fiscal year ended December 31, 2012

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Estimates
Revenue Recognition, page 26

1. Please provide us proposed  disclosure to be included in future periodic reports that
explains the relative changes period over period of each of the items deducted from gro ss
sales that you identify.  In your disclosure please explain  the underlying cause(s) as to
why:
 rebates increased from 6.0% of gross revenues in 2010 to 7.5% in 2011 and 8.0% in
2012 (clarifying the extent of the impact of the Affordable Care Act Medicaid
rebate);
 sales returns decre ased from 2.1% of gross sales in 2010 to 0.8% in 2011 and then
increased to 1.5% in 2012; and
 chargebacks were near zero in 2010 and 2011 and in 2012 were 2.0% of gross
revenues ,
and the expected e ffects  of the cause (s) on fu ture fi nancial position a nd res ults of
operation s, as appl icable .

Form 10 -Q for the quarterly period ended June 30, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 29

2. It is apparent from the accounts receivable balances presented on your balance sheets that
your day’s sales outstanding, calculated based on the most recent quarter’s sales,
increased from 37.0 days at both December 31, 2012 and 2011 to 49.2 days at June 30,
2013.  Please provide us proposed disclosure to be included in future periodic reports that
explains  the underlying cause(s) for  this increase and  the expected e ffects  of the cause (s)
on fu ture fi nancial position a nd res ults of operation s including  any poten tial collectability
or liquidity issues , as applicable .

Form 8 -K filed August  6, 2013
Exhibit 99.1 , Furnished

3. In the tables on the second and third to last pages of your earnings press release you
present “reconciliation(s) of GAAP to non -GAAP adjusted information: certain li ne items
and other information” that appear to be essentially non -GAAP statements of income.
Please represent to us that you will remove this presentation from future earnings press
releases or provide us proposed revised disclosure indicating why you bel ieve that the
presentation of each individual line -item is useful to investors as required by Item
10(e)(1)(i)(C) of Regulation S -K.  Please see Instruction 2 to Item 2.02 of Form 8 -K that
indicates that the requirements of Item 10(e)(1)(i) of Regulation S -X apply to information

Ms. Kathryn E. Falberg
Jazz Pharmaceuticals plc
October 22, 201 3
Page 3

 furnished under Item 2.02 of Form 8 -K and Question 102.10 of the Compliance &
Disclosure Interpretations on Non -GAAP Financial Measures.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the  filing s to be certain that the filing s include  the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they  are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the di sclosure in the filing s;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Brunhofer , Senior Staff Accountant , at (202) 551 -3638 or
Andrew Mew , Accounting Branch Chief , at (202) 551 -3377 if you have questions regarding the
comments .  In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant