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CORRESP
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CORRESP

 November 15, 2013

Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 U.S. Securities and Exchange
Commission

 Division of Corporate Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

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, 2013

Filed August 6, 2013

Form 8-K dated August 6, 2013

Filed August 6, 2013

File No. 001-33500

 Dear Mr. Rosenberg:

Jazz Pharmaceuticals plc (the “Company”) is providing this letter in response to comments received from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated October 22, 2013 (the “Comment Letter”), regarding the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2012 (the “2012 Form 10-K”), the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (the “Q2 Form 10-Q”)
and the Company’s Form 8-K dated August 6, 2013 (the “Form 8-K”). The following information is provided in response to the Staff’s comments included in the Comment Letter, which comments are reproduced below in
italicized type. Please note that the headings and numbering set forth below correspond to the headings and numbering contained in the Comment Letter.

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 gross 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 decreased from 2.1% of gross sales in 2010 to 0.8% in 2011 and then increased to 1.5% in 2012; and

 Fourth Floor,
Connaught House,

One Burlington Road, Dublin 4, Ireland

 p 353.1.634.7800    f
353.1.634.7850

Jazz Pharmaceuticals plc. Registered in Ireland (company number 399192). Registered Office: Fourth Floor, Connaught House, One Burlington Road, Dublin 4, Ireland. Directors: Bruce C. Cozadd - Chairman (USA),
Paul L. Berns (USA), Patrick G. Enright (USA), Peter Gray, Heather Ann McSharry, James C. Momtazee (USA), Seamus Mulligan, Kenneth W. O’Keefe (USA), Norbet G. Riedel, Ph.D (USA), Catherine A. Sohn (USA), Rick E Winningham (USA)

 U.S. Securities and Exchange Commission

November 15, 2013

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•

chargebacks were near zero in 2010 and 2011 and in 2012 were 2.0% of gross revenues, and the expected effects of the cause(s) on future financial position and results of operations, as applicable.

 In response to the Staff’s comment, the Company proposes to enhance its critical accounting policies and significant
estimates disclosure included in the Management’s Discussion and Analysis portion of its Annual Reports on Form 10-K, commencing with the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2013, to explain
the period over period changes in each of the items deducted from gross product sales and to specifically address the underlying causes for such changes as well as the expected effects of those causes on the Company’s future financial position
and results of operations, in each case as applicable. The revised disclosure will be made in substantially the form presented on Exhibit A hereto. In this regard, the Company will also prospectively include in its roll forward and
accompanying discussion all of the items deducted from gross product sales, not just the most significant items deducted from gross product sales where the Company exercises judgment. The proposed disclosure included on Exhibit A hereto is
based on the critical accounting policies and significant estimates disclosure included in the 2012 Form 10-K and therefore addresses gross product sales deductions for the years ended December 31, 2012, 2011 and 2010.

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 effects of the cause(s) on
future financial position and results of operations including any potential collectability or liquidity issues, as applicable.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that the days’ sales outstanding increased from 37.0
days at both December 31, 2012 and 2011 to 49.2 days at June 30, 2013 primarily due to a pre-negotiated change in payment terms with one large customer in connection with the elimination of a prompt payment discount, as disclosed on page
31 of the Q2 Form 10-Q. In response to the Staff’s comment, the Company has expanded its disclosure on page 32 of its Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed with the Commission on November 5,
2013 (the “Q3 Form 10-Q”), as reproduced below. The sentences that address the Staff’s request for disclosure with respect to the expected effects of the change in payment terms is underlined in the disclosure:

 U.S. Securities and Exchange Commission

November 15, 2013

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 “Net cash provided by operating activities of $204.4 million for the nine months ended
September 30, 2013 related to net income of $161.0 million, adjusted for non-cash items of $100.7 million primarily related to intangible asset amortization, share-based compensation expense and the change in fair value of contingent
consideration. This was partially offset by $57.3 million of net cash outflow related to changes in operating assets and liabilities which included an increase in accounts receivable of $37.6 million primarily related to a pre-negotiated change in
payment terms under a long-term contract with one large customer in connection with the elimination of a prompt pay discount as well as the impact of income tax payments. The revised payment terms will continue to result in higher accounts
receivable balances in future periods that will reduce net cash from operating activities in those periods. However, we do not anticipate that the change in payment terms will result in potential collectability difficulties nor do we expect that
the change will materially impact our liquidity. Net cash provided by operating activities of $145.4 million for the nine months ended September 30, 2012 related to net income of $88.0 million, adjusted for non-cash items of
$77.5 million primarily related to intangible asset amortization, acquisition accounting inventory fair value step-up adjustments and share-based compensation expense. This was partially offset by $20.1 million of net cash outflow related to
changes in operating assets and liabilities.”

 The Company undertakes to continue to provide the expanded disclosure in future
periodic reports, as applicable, in substantially the form included in the Q3 Form 10-Q as reproduced above. The Company also respectfully advises the Staff that, to the extent new or additional underlying reasons for changes in accounts receivable
are material and determinable, the Company will provide disclosure similar in scope to the above in future periodic reports that elaborates on such reasons and the expected effects on the Company’s future financial position and results of
operations.

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

In response to the Staff’s comment, the Company respectfully advises the Staff that, in designing the reconciliation tables that are the
subject of the Staff’s comment (the “Reconciliation Tables”), the Company considered the Staff’s guidance in Question 102.10 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures,
and further acknowledges the Staff’s view that a full non-GAAP income statement is generally inappropriate given the undue prominence that may attach to the non-GAAP financial information. Accordingly, the Company designed the Reconciliation
Tables with a view toward presenting selected non-GAAP financial measures in a format that does not represent a full income statement. Specifically, to make clear that the Company is not purporting to present a full non-GAAP income statement, the
Company (i) removed the following captions, subtotals and line items from the tabular reconciliation of GAAP to non-GAAP adjusted information: “product sales, net,” “royalties and contract revenues,” “total operating
expenses,” “net income,” all discontinued operations line items and

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November 15, 2013

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both weighted-average ordinary shares line items; (ii) removed all underscores and double underscores from any and all amounts presented; and (iii) titled the Reconciliation Tables
“Reconciliation of GAAP to Non-GAAP Adjusted Information—Certain Line Items and Other Information.”

 The Company also
respectfully advises the Staff that it customarily presents guidance and historical results on a non-GAAP adjusted basis; specifically, adjusted net income and its components and related measures (including non-GAAP adjusted effective tax rate). As
a result, the Company is required to provide reconciling information for each of these measures. As opposed to providing multiple, independent reconciliations for historical non-GAAP adjusted net income and its components (and related measures), the
Company believes that the presentation of the required reconciling information in the form of the Reconciliation Tables strikes the appropriate balance between the concern underlying the Staff’s guidance in Question 102.10 of the
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures and the informational needs of the investor community. In fact, the Company began to provide historical reconciling information as presented in the Reconciliation Tables
in response to requests from investors and analysts to allow them to more accurately model and track the Company’s financial performance. In response to such requests and in view of facilitating an accurate understanding of both the
Company’s use of non-GAAP adjusted net income and its components and its financial performance as a whole, the Company believes that the Reconciliation Tables as they have been presented enhance the ability of investors to compare its results
from period to period and allow for greater transparency with respect to key financial metrics the Company uses in making operating decisions. At the same time, the Company believes that the Reconciliation Tables as they have been presented avoid
investor confusion between the Company’s GAAP financial information and its non-GAAP financial information and do not attach undue prominence to the non-GAAP financial measures.

With the above said, in response to the Staff’s comment, to further distinguish the Reconciliation Tables from full income statement
presentation and to more clearly differentiate the GAAP and non-GAAP financial measures, the Company has made certain modifications to the Reconciliation Tables and associated disclosures, as included in the Company’s third quarter 2013
earnings press release dated November 5, 2013 and furnished under Item 2.02 of the Company’s Form 8-K filed with the Commission on the same date (the “Q3 Earnings Release”). The presentation changes and
enhanced disclosures are described below:

•

The Company has modified the titles of the Reconciliation Tables as follows:

FROM:

“Reconciliation of GAAP to Non-GAAP Adjusted Information—Certain Line Items and Other Information”

TO:

“Reconciliation of GAAP Reported to Non-GAAP Adjusted Information—Certain Line Items and Other Information”

•

The Company has changed the descriptive terminology in the Reconciliation Tables for GAAP and non-GAAP financial information as follows:

FROM:

“GAAP” and “Non-GAAP”

TO:

“GAAP Reported” and “Non-GAAP Adjusted”

•

The Company has increased the prominence of the GAAP information in the Reconciliation Tables by presenting the GAAP information in boldface type.

 U.S. Securities and Exchange Commission

November 15, 2013

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•

The Company has enhanced its non-GAAP financial measure disclosure, as included in the Q3 Earnings Release, to further emphasize the limitations of non-GAAP financial measures. The changes to such disclosure from that
included in the Company’s second quarter 2013 earnings press release is underlined in the text reproduced below from the Q3 Earnings Release:

“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 during
2012. 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 hav