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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2019	Oct. 31, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	001-33500
Entity Registrant Name	Jazz Pharmaceuticals plc
Entity Incorporation, State or Country Code	L2
Entity Tax Identification Number	98-1032470
Entity Address, Address Line One	Fifth Floor, Waterloo Exchange,
Entity Address, Address Line Two	Waterloo Road
Entity Address, City or Town	Dublin 4
Entity Address, Country	IE
Entity Address, Postal Zip Code	D04 E5W7
Country Region	353
City Area Code	1
Local Phone Number	634-7800
Title of 12(b) Security	Ordinary shares, nominal value $0.0001 per share
Trading Symbol	JAZZ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		56,572,721
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal period Focus	Q3
Entity Central Index Key	0001232524
Current Fiscal Year End Date	--12-31

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 795,175	$ 309,622
Investments	275,000	515,000
Accounts receivable, net of allowances	267,031	263,838
Inventories	71,108	52,956
Prepaid expenses	30,841	25,017
Other current assets	81,401	67,572
Total current assets	1,520,556	1,234,005
Property, plant and equipment, net	129,472	200,358
Operating lease assets	141,878	0
Intangible assets, net	2,593,030	2,731,334
Goodwill	906,725	927,630
Deferred tax assets, net	183,944	57,879
Deferred financing costs	7,971	9,589
Other non-current assets	44,274	42,696
Total assets	5,527,850	5,203,491
Current liabilities:
Accounts payable	70,104	40,602
Accrued liabilities	238,740	264,887
Current portion of long-term debt	33,387	33,387
Income taxes payable	43,488	1,197
Deferred revenue	4,720	5,414
Total current liabilities	390,439	345,487
Deferred revenue, non-current	6,041	9,581
Long-term debt, less current portion	1,570,781	1,563,025
Operating lease liabilities, less current portion	153,434	0
Deferred tax liabilities, net	250,167	309,097
Other non-current liabilities	102,583	218,879
Commitments and contingencies (Note 11)
Shareholders’ equity:
Ordinary shares	6	6
Non-voting euro deferred shares	55	55
Capital redemption reserve	472	472
Additional paid-in capital	2,209,156	2,113,630
Accumulated other comprehensive loss	(259,442)	(197,791)
Retained earnings	1,104,158	841,050
Total shareholders’ equity	3,054,405	2,757,422
Total liabilities and shareholders’ equity	$ 5,527,850	$ 5,203,491

Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues:
Total revenues	$ 537,702	$ 469,373	$ 1,580,021	$ 1,414,465
Operating expenses:
Cost of product sales (excluding amortization of intangible assets)	31,400	26,574	92,582	95,207
Selling, general and administrative	178,706	155,873	522,667	521,665
Research and development	79,855	51,160	202,344	169,959
Intangible asset amortization	62,863	46,989	181,324	154,955
Impairment charges	0	0	0	42,896
Acquired in-process research and development	51,775	0	109,975	0
Total operating expenses	404,599	280,596	1,108,892	984,682
Income from operations	133,103	188,777	471,129	429,783
Interest expense, net	(17,861)	(18,920)	(54,017)	(59,171)
Foreign exchange loss	(1,033)	(756)	(3,577)	(5,181)
Loss on extinguishment and modification of debt	0	0	0	(1,425)
Income before income tax provision (benefit) and equity in loss of investees	114,209	169,101	413,535	364,006
Income tax provision (benefit)	10,903	19,348	(38,631)	75,018
Equity in loss of investees	1,030	437	2,791	1,360
Net income	$ 102,276	$ 149,316	$ 449,375	$ 287,628
Net income per ordinary share:
Basic (in dollars per share)	$ 1.80	$ 2.47	$ 7.90	$ 4.78
Diluted (in dollars per share)	$ 1.78	$ 2.41	$ 7.80	$ 4.68
Weighted-average ordinary shares used in per share calculations - basic (in shares)	56,674	60,476	56,860	60,196
Weighted-average ordinary shares used in per share calculations - diluted (in shares)	57,438	61,857	57,647	61,493
Product sales, net
Revenues:
Total revenues	$ 532,321	$ 465,197	$ 1,559,075	$ 1,402,139
Royalties and contract revenues
Revenues:
Total revenues	$ 5,381	$ 4,176	$ 20,946	$ 12,326

Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Net income	$ 102,276	$ 149,316	$ 449,375	$ 287,628
Other comprehensive loss:
Foreign currency translation adjustments	(48,448)	(11,984)	(56,271)	(43,945)
Unrealized gain (loss) on hedging activities, net of income tax (benefit) provision of ($80), $107, ($769) and $758, respectively	(558)	746	(5,380)	5,304
Other comprehensive loss	(49,006)	(11,238)	(61,651)	(38,641)
Total comprehensive income	$ 53,270	$ 138,078	$ 387,724	$ 248,987

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Condensed Consolidated Statements Of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Tax (benefit) effect on hedging activities	$ (80)	$ 107	$ (769)	$ 758

Condensed Consolidated Statements Of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Ordinary Shares	Non-voting Euro Deferred	Capital Redemption Reserve	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Cumulative effect adjustment from adoption of new accounting standards	$ (298)					$ 53	$ (351)
Beginning balance (in shares) at Dec. 31, 2017		59,898	4,000
Beginning balance at Dec. 31, 2017	2,713,097	$ 6	$ 55	$ 472	$ 1,935,486	(140,878)	917,956
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		133
Issuance of ordinary shares in conjunction with exercise of share options	10,588				10,588
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		195
Shares withheld for payment of employee's withholding tax liability	(14,594)				(14,594)
Share-based compensation	24,276				24,276
Shares repurchased (in shares)		(237)
Shares repurchased	(34,546)						(34,546)
Other comprehensive (loss) income	42,057					42,057
Net income	45,991						45,991
Ending balance (in shares) at Mar. 31, 2018		59,989	4,000
Ending balance at Mar. 31, 2018	2,786,571	$ 6	$ 55	472	1,955,756	(98,768)	929,050
Beginning balance (in shares) at Dec. 31, 2017		59,898	4,000
Beginning balance at Dec. 31, 2017	2,713,097	$ 6	$ 55	472	1,935,486	(140,878)	917,956
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Other comprehensive (loss) income	(38,641)
Net income	287,628
Ending balance (in shares) at Sep. 30, 2018		60,421	4,000
Ending balance at Sep. 30, 2018	3,027,317	$ 6	$ 55	472	2,078,032	(179,466)	1,128,218
Beginning balance (in shares) at Mar. 31, 2018		59,989	4,000
Beginning balance at Mar. 31, 2018	2,786,571	$ 6	$ 55	472	1,955,756	(98,768)	929,050
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		457
Issuance of ordinary shares in conjunction with exercise of share options	51,023				51,023
Issuance of ordinary shares under employee stock purchase plan (in shares)		59
Issuance of ordinary shares under employee stock purchase plan	5,447				5,447
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		16
Shares withheld for payment of employee's withholding tax liability	(1,429)				(1,429)
Share-based compensation	26,294				26,294
Shares repurchased (in shares)		(135)
Shares repurchased	(21,015)						(21,015)
Other comprehensive (loss) income	(69,460)					(69,460)
Net income	92,321						92,321
Ending balance (in shares) at Jun. 30, 2018		60,386	4,000
Ending balance at Jun. 30, 2018	2,869,752	$ 6	$ 55	472	2,037,091	(168,228)	1,000,356
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		133
Issuance of ordinary shares in conjunction with exercise of share options	16,998				16,998
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		30
Shares withheld for payment of employee's withholding tax liability	(1,169)				(1,169)
Share-based compensation	25,112				25,112
Shares repurchased (in shares)		(128)
Shares repurchased	(21,454)						(21,454)
Other comprehensive (loss) income	(11,238)					(11,238)
Net income	149,316						149,316
Ending balance (in shares) at Sep. 30, 2018		60,421	4,000
Ending balance at Sep. 30, 2018	3,027,317	$ 6	$ 55	472	2,078,032	(179,466)	1,128,218
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Cumulative effect adjustment from adoption of new accounting standards	4,848					0	4,848
Beginning balance (in shares) at Dec. 31, 2018		57,504	4,000
Beginning balance at Dec. 31, 2018	2,757,422	$ 6	$ 55	472	2,113,630	(197,791)	841,050
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		54
Issuance of ordinary shares in conjunction with exercise of share options	3,057				3,057
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		203
Shares withheld for payment of employee's withholding tax liability	(13,810)				(13,810)
Share-based compensation	27,861				27,861
Shares repurchased (in shares)		(858)
Shares repurchased	(111,249)						(111,249)
Other comprehensive (loss) income	(22,883)					(22,883)
Net income	85,201						85,201
Ending balance (in shares) at Mar. 31, 2019		56,903	4,000
Ending balance at Mar. 31, 2019	2,730,447	$ 6	$ 55	472	2,130,738	(220,674)	819,850
Beginning balance (in shares) at Dec. 31, 2018		57,504	4,000
Beginning balance at Dec. 31, 2018	2,757,422	$ 6	$ 55	472	2,113,630	(197,791)	841,050
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Other comprehensive (loss) income	(61,651)
Net income	449,375
Ending balance (in shares) at Sep. 30, 2019		56,619	4,000
Ending balance at Sep. 30, 2019	3,054,405	$ 6	$ 55	472	2,209,156	(259,442)	1,104,158
Beginning balance (in shares) at Mar. 31, 2019		56,903	4,000
Beginning balance at Mar. 31, 2019	2,730,447	$ 6	$ 55	472	2,130,738	(220,674)	819,850
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		98
Issuance of ordinary shares in conjunction with exercise of share options	7,033				7,033
Issuance of ordinary shares under employee stock purchase plan (in shares)		57
Issuance of ordinary shares under employee stock purchase plan	6,032				6,032
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		15
Shares withheld for payment of employee's withholding tax liability	(1,003)				(1,003)
Share-based compensation	28,658				28,658
Shares repurchased (in shares)		(447)
Shares repurchased	(59,869)						(59,869)
Other comprehensive (loss) income	10,238					10,238
Net income	261,898						261,898
Ending balance (in shares) at Jun. 30, 2019		56,626	4,000
Ending balance at Jun. 30, 2019	2,983,434	$ 6	$ 55	472	2,171,458	(210,436)	1,021,879
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		110
Issuance of ordinary shares in conjunction with exercise of share options	9,968				9,968
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares)		32
Shares withheld for payment of employee's withholding tax liability	(1,087)				(1,087)
Share-based compensation	28,817				28,817
Shares repurchased (in shares)		(149)
Shares repurchased	(19,997)						(19,997)
Other comprehensive (loss) income	(49,006)					(49,006)
Net income	102,276						102,276
Ending balance (in shares) at Sep. 30, 2019		56,619	4,000
Ending balance at Sep. 30, 2019	$ 3,054,405	$ 6	$ 55	$ 472	$ 2,209,156	$ (259,442)	$ 1,104,158

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Operating activities
Net income	$ 449,375	$ 287,628
Adjustments to reconcile net income to net cash provided by operating activities:
Intangible asset amortization	181,324	154,955
Share-based compensation	84,626	75,718
Impairment charges	0	42,896
Depreciation	10,885	11,363
Acquired in-process research and development	109,975	0
Loss on disposal of assets	8	652
Deferred tax benefit	(167,935)	(44,658)
Provision for losses on accounts receivable and inventory	3,847	4,734
Loss on extinguishment and modification of debt	0	1,425
Amortization of debt discount and deferred financing costs	34,415	32,669
Other non-cash transactions	(4,437)	6,970
Changes in assets and liabilities:
Accounts receivable	(4,307)	(55,518)
Inventories	(23,028)	(7,583)
Prepaid expenses and other current assets	(22,858)	6,989
Other non-current assets	2,251	(244)
Operating lease assets	10,919
Accounts payable	29,104	10,116
Accrued liabilities	(37,369)	65,074
Income taxes payable	42,813	(13,999)
Deferred revenue	(4,234)	(5,623)
Other non-current liabilities	(3,634)	7,244
Operating lease liabilities, less current portion	(3,137)
Net cash provided by operating activities	688,603	580,808
Investing activities
Proceeds from maturity of investments	820,000	565,000
Net proceeds from sale of assets	0	48,092
Purchases of property, plant and equipment	(32,998)	(15,221)
Asset acquisition, net of cash acquired	(55,074)	0
Acquired in-process research and development	(61,700)	0
Acquisition of intangible assets	(80,500)	(111,100)
Acquisition of investments	(585,975)	(921,250)
Net cash provided by (used in) investing activities	3,753	(434,479)
Financing activities
Proceeds from employee equity incentive and purchase plans	26,090	84,056
Payment of employee withholding taxes related to share-based awards	(15,900)	(17,192)
Repayments of long-term debt	(25,040)	(17,370)
Share repurchases	(191,115)	(77,015)
Proceeds from tenant improvement allowance on build-to-suit lease	0	1,253
Payment of debt modification costs	0	(6,406)
Net cash used in financing activities	(205,965)	(32,674)
Effect of exchange rates on cash and cash equivalents	(838)	(672)
Net increase in cash and cash equivalents	485,553	112,983
Cash and cash equivalents, at beginning of period	309,622	386,035
Cash and cash equivalents, at end of period	$ 795,175	$ 499,018

The Company and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

The Company and Summary of Significant Accounting Policies

Jazz Pharmaceuticals plc is a global biopharmaceutical company dedicated to developing life-changing medicines for people with limited or no options. As a leader in sleep medicine and with a growing hematology/oncology portfolio, we have a diverse portfolio of products and product candidates in development.

Our lead marketed products are:

•

Sunosi^® (solriamfetol), our newest lead marketed product launched in July 2019 and approved in the U.S. to improve wakefulness in adult patients with excessive daytime sleepiness, or EDS, associated with narcolepsy or obstructive sleep apnea. We are also seeking approval for Sunosi in Europe and submitted a marketing authorization application to the European Medicines Agency in the fourth quarter of 2018;


•	Xyrem^® (sodium oxybate) oral solution, the only product approved by the U.S. Food and Drug Administration, or FDA, and marketed in the U.S. for the treatment of both cataplexy and EDS in both adult and pediatric patients with narcolepsy;

•

Defitelio^®(defibrotide sodium), a product approved in the U.S. for the treatment of adult and pediatric patients with hepatic veno-occlusive disease, or VOD, also known as sinusoidal obstruction syndrome, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Europe (where it is marketed as Defitelio^®(defibrotide)) for the treatment of severe VOD in adults and children undergoing HSCT therapy;


•	Erwinaze^® (asparaginase Erwinia chrysanthemi), a treatment approved in the U.S. and in certain markets in Europe (where it is marketed as Erwinase^®) for patients with acute lymphoblastic leukemia who have developed hypersensitivity to E. coli-derived asparaginase; and


•	Vyxeos^®(daunorubicin and cytarabine) liposome for injection, a product approved in the U.S. and in Europe (where it is marketed as Vyxeos^® liposomal 44 mg/100 mg powder for concentrate for solution for infusion) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or AML, or AML with myelodysplasia-related changes.

In March 2019, we announced positive top-line results from our Phase 3 study evaluating the efficacy and safety of JZP-258, an oxybate product candidate that contains 92% less sodium than Xyrem, for the treatment of cataplexy and EDS in adult patients with narcolepsy and presented additional results from this study publicly at an international medical conference in September 2019. We expect to submit a new drug application, or NDA, for this product in January 2020 and plan to redeem our priority review voucher in connection with this submission.

Our strategy to create shareholder value is focused on:


•	Strong financial execution through growth in sales of our current lead marketed products;


•	Building a diversified product portfolio and development pipeline through a combination of our internal research and development efforts and obtaining rights to clinically meaningful and differentiated on- or near-market products and early- to late-stage product candidates through acquisitions, collaborations, licensing arrangements, partnerships and venture investments; and


•	Maximizing the value of our products and product candidates by continuing to implement our comprehensive global development plans, including through generating additional clinical data and seeking regulatory approval for new indications.

Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries. Throughout this report, all references to “ordinary shares” refer to Jazz Pharmaceuticals plc’s ordinary shares.

Basis of Presentation

These unaudited condensed consolidated financial statements have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our

annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2018.

In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of our financial position and operating results. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, for any other interim period or for any future period.

Our significant accounting policies have not changed substantially from those previously described in our Annual Report on Form 10-K for the year ended December 31, 2018 with the exception of the accounting policy relating to operating leases and financing obligations which was updated as a result of adopting Accounting Standards Update No. 2016-02, “Leases”, or ASU No. 2016-02.

These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated.

Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our condensed consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components, which are generally accounted for separately. For vehicle leases we account for the lease and non-lease components as a single lease component.

We have elected the short-term lease exemption and, therefore, do not recognize a right-of-use asset or corresponding liability for lease arrangements with an original term of 12 months or less.

Adoption of New Accounting Standards

In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-02. Under the new guidance, lessees are required to recognize a right-of-use asset, which represents the lessee’s right to use, or control the use of, a specified asset for the lease term, and a corresponding lease liability, which represents the lessee’s obligation to make lease payments under a lease, measured on a discounted basis. We adopted ASU No. 2016-02 on a modified retrospective basis applied to leases existing as of, or entered into after, January 1, 2019. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification of those leases in place as of January 1, 2019.

The adoption of ASU No. 2016-02 resulted in the recognition of right-of-use assets and lease liabilities of $149.4 million and $162.9 million, respectively, on the consolidated balance sheet as of January 1, 2019, and the de-recognition of the build-to-suit assets and related financing obligations on the consolidated balance sheet as of December 31, 2018 of $95.4 million and $109.8 million, respectively, with the balance impacting retained earnings, deferred rent and deferred tax liabilities. The right-of-use assets and lease liabilities primarily relate to real estate leases. Refer to Note 10 for lease-related disclosures.

The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2019 for the adoption of the ASU No. 2016-02 was as follows (in thousands):



	Balance at December 31, 2018		Transition Adjustments			Balance at January 1, 2019
Assets:
Property, plant and equipment, net	$	200,358	$	(95,397	)	$	104,961
Operating lease assets	—		149,442			149,442
Liabilities:
Accrued liabilities	264,887		8,165			273,052
Operating lease liabilities, less current portion	—		153,158			153,158
Deferred tax liabilities, net	309,097		1,489			310,586
Other non-current liabilities	218,879		(113,615		)	105,264
Shareholders' Equity:
Retained earnings	841,050		4,848			845,898

Significant Risks and Uncertainties

Our financial results are significantly influenced by sales of Xyrem. Our ability to maintain or increase Xyrem product sales is subject to a number of risks and uncertainties, including, without limitation, the introduction of new products in the U.S. market that compete with, or otherwise disrupt the market for, Xyrem in the treatment of cataplexy and/or EDS in narcolepsy, such as pitolisant, which was approved by FDA in August 2019 for the treatment of EDS in adult patients with narcolepsy, and our recently-launched product, Sunosi; the introduction of a generic version of Xyrem in the U.S. market before the entry dates specified in our settlements with the abbreviated new drug application, or ANDA, filers or on terms that are different from those contemplated by the settlement agreements; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including pressure to agree to new or additional discounts, rebates or restrictive pricing terms for Xyrem; changes in healthcare laws and policy, including changes in requirements for patient assistance programs, rebates, reimbursement and coverage by federal healthcare programs, and changes resulting from increased scrutiny on pharmaceutical pricing and risk evaluation and mitigation strategy, or REMS, programs by government entities; changes to or uncertainties around our Xyrem REMS, or any failure to comply with our REMS obligations to the satisfaction of the FDA; challenges to our intellectual property around Xyrem, including the possibility of new ANDA or NDA filers or new post-grant patent review proceedings; operational disruptions at the Xyrem central pharmacy; any supply or manufacturing problems, including any problems with our sole source Xyrem active pharmaceutical ingredient, or API, provider; continued acceptance of Xyrem by physicians and patients, including as a result of negative publicity that surfaces from time to time; and changes to our label, including new safety warnings or changes to our boxed warning, that further restrict how we market and sell Xyrem.

In addition to risks related specifically to Xyrem, we are subject to other challenges and risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: effectively commercializing our other products, including effectively launching and commercializing new products such as our recently-launched product Sunosi; competition; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; regulatory approval and successful launch of our late-stage product candidates; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the regulatory approval process; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations.

Concentrations of Risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet.

We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of September 30, 2019, we had foreign exchange forward contracts with notional amounts totaling $226.1 million. As of September 30, 2019, the outstanding foreign exchange forward contracts had a net liability fair value of $0.7 million. As of September 30, 2019, we had interest rate swap contracts with notional amounts totaling $300.0 million. These outstanding interest rate swap contracts had a net liability fair value of $2.1 million as of September 30, 2019. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant.

We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of September 30, 2019 and December 31, 2018, allowances on receivables were not material. As of September 30, 2019, two customers accounted for 88% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or Express Scripts, the central pharmacy for Xyrem, which accounted for 83% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 5% of gross accounts receivable. As of December 31, 2018, two customers accounted for 89% of gross accounts receivable, Express Scripts, which accounted for 74% of gross accounts receivable, and McKesson, which accounted for 15% of gross accounts receivable.

We depend on single source suppliers for most of our products, product candidates and their APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for us beginning January 1, 2020 and early adoption is permitted. The new guidance is not expected to have a material impact on our results of operations and financial position.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position.

Collaboration and License Agreement and Asset Acquisition

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaboration and License Agreement and Asset Acquisition

Collaboration and License Agreement

On January 2, 2019, we entered into a strategic collaboration agreement with Codiak BioSciences, Inc., or Codiak, focused on the research, development and commercialization of exosome therapeutics to treat cancer. Codiak granted us an exclusive, worldwide, royalty-bearing license to develop, manufacture and commercialize therapeutic candidates directed at five targets to be developed using Codiak's engEx™ precision engineering platform for exosome therapeutics.

Under the terms of the agreement, Codiak is responsible for the execution of preclinical and early clinical development of therapeutic candidates directed at all five targets through Phase 1/2 proof of concept studies. Following the conclusion of the applicable Phase 1/2 study, we will be responsible for future development, potential regulatory submissions and commercialization for each product. Codiak has the option to participate in co-commercialization and cost/profit-sharing in the U.S. and Canada on up to two products.

As part of the agreement, we paid Codiak an upfront payment of $56.0 million in January 2019, which was recorded as acquired IPR&D expense in our condensed consolidated statements of income for the nine months ended September 30, 2019. Codiak is eligible to receive up to $20 million in preclinical development milestone payments across all five programs. Codiak is also eligible to receive milestone payments totaling up to $200 million per target based on investigational new drug application acceptance, clinical and regulatory milestones, including approvals in the U.S., the European Union and Japan, and certain sales milestones. Codiak is also eligible to receive tiered royalties on net sales of each approved product.

Asset Acquisition

On August 12, 2019, we announced the acquisition of Cavion, Inc., or Cavion, a clinical-stage biotechnology company, for an upfront payment of $52.5 million with the potential for additional payments of up to $260.0 million upon the achievement of certain clinical, regulatory and commercial milestones, for a total potential consideration of $312.5 million. As a result of the acquisition, we added CX-8998, now named JZP-385, a modulator of T-type calcium channels, for the potential treatment of essential tremor, to our clinical pipeline. The acquisition of Cavion was accounted for as an asset acquisition because it did not meet the definition of a business.

The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed (in thousands):



Consideration
Upfront payment for acquisition of Cavion's outstanding shares	$	52,500
Cash acquired	397
Working capital adjustment	(255		)
Transaction costs	2,829
Total consideration	$	55,471

Assets Acquired and Liabilities Assumed
Cash	$	397
In-process research and development	48,275
Deferred tax assets	7,995
Other assets and liabilities	(1,196		)
Total net assets acquired	$	55,471

The value attributed to in-process research and development relates to JZP-385 and was expensed as it was determined to have no alternative future use.

Cash and Available-for-Sale Securities

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Cash and Available-for-Sale Securities

Cash, cash equivalents and investments consisted of the following (in thousands):



	September 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	297,243	$	—	$	—	$	297,243	$	297,243	$	—
Time deposits	530,000		—		—		530,000		255,000		275,000
Money market funds	242,932		—		—		242,932		242,932		—
Totals	$	1,070,175	$	—	$	—	$	1,070,175	$	795,175	$	275,000



	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	215,606	$	—	$	—	$	215,606	$	215,606	$	—
Time deposits	515,000		—		—		515,000		—		515,000
Money market funds	94,016		—		—		94,016		94,016		—
Totals	$	824,622	$	—	$	—	$	824,622	$	309,622	$	515,000

Cash equivalents and investments are considered available-for-sale securities. We use the specific-identification method for calculating realized gains and losses on securities sold and include them in interest expense, net in the condensed consolidated statements of income. Our investment balances represent time deposits with original maturities of greater than three months and less than one year.

Fair Value Measurement

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurement

The following table summarizes, by major security type, our available-for-sale securities and derivative contracts as of September 30, 2019 and December 31, 2018 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands):



	September 30, 2019						December 31, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value
Assets:
Available-for-sale securities:
Time deposits	$	—	$	530,000	$	530,000	$	—	$	515,000	$	515,000
Money market funds	242,932		—		242,932		94,016		—		94,016
Interest rate contracts	—		1		1		—		4,070		4,070
Foreign exchange forward contracts	—		1,008		1,008		—		1,194		1,194
Totals	$	242,932	$	531,009	$	773,941	$	94,016	$	520,264	$	614,280
Liabilities:
Interest rate contracts	$	—	$	2,082	$	2,082	$	—	$	—	$	—
Foreign exchange forward contracts	—		1,676		1,676		—		1,460		1,460
Totals	$	—	$	3,758	$	3,758	$	—	$	1,460	$	1,460

As of September 30, 2019, our available-for-sale securities included time deposits and money market funds, and their carrying values were approximately equal to their fair values. Time deposits were measured at fair value using Level 2 inputs and money market funds were measured using quoted prices in active markets, which represent Level 1 inputs. Level 2 inputs, obtained from various third party data providers, represent quoted prices for similar assets in active markets, or these inputs were derived from observable market data, or if not directly observable, were derived from or corroborated by other observable market data.

Our derivative assets and liabilities include interest rate and foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates and our own credit risk, as well as an evaluation of our counterparties’ credit risks. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the fair value hierarchy.

There were no transfers between the different levels of the fair value hierarchy in 2019 or 2018.

As of September 30, 2019, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $4.5 million. The carrying amount, which is recorded within other non-current assets, represents the purchase price paid in December 2018.

As of September 30, 2019, the estimated fair values of our 1.875% exchangeable senior notes due 2021, or the 2021 Notes, and our 1.50% exchangeable senior notes due 2024, or the 2024 Notes, were approximately $576 million and $554 million, respectively. The fair values of the 2021 Notes and the 2024 Notes, which we refer to together as the Exchangeable Senior Notes, were estimated using quoted market prices obtained from brokers (Level 2). The estimated fair value of our borrowing under our term loan was approximately equal to its book value based on the borrowing rates currently available for variable rate loans (Level 2).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

We are exposed to certain risks arising from operating internationally, including fluctuations in interest rates on our outstanding term loan borrowings and fluctuations in foreign exchange rates primarily related to the translation of euro-denominated net monetary liabilities, including intercompany balances, held by subsidiaries with a U.S. dollar functional currency. We manage these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes.

To achieve a desired mix of floating and fixed interest rates on our variable rate debt, we entered into interest rate swap agreements in March 2017 which are effective until July 2021. These agreements hedge contractual term loan interest rates. As of September 30, 2019 and December 31, 2018, the interest rate swap agreements had a notional amount of $300.0 million. As a result of these agreements, the interest rate on a portion of our term loan borrowings was fixed at 1.895%, plus the borrowing spread, until July 12, 2021.

The effective portion of changes in the fair value of derivatives designated as and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The impact on accumulated other comprehensive loss and earnings from derivative instruments that qualified as cash flow hedges for the three and nine months ended September 30, 2019 and 2018 was as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
Interest Rate Contracts:	2019			2018			2019			2018
Gain (loss) recognized in accumulated other comprehensive loss, net of tax	$	(322	)	$	876		$	(4,361	)	$	5,285
Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax	(236		)	(130		)	(1,019		)	19

Assuming no change in LIBOR-based interest rates from market rates as of September 30, 2019, $0.7 million of losses, net of tax, recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months.

We enter into foreign exchange forward contracts, with durations of up to 12 months, designed to limit the exposure to fluctuations in foreign exchange rates related to the translation of certain non-U.S. dollar denominated liabilities, including intercompany balances. Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge transactions are designed to offset gains and losses on underlying balance sheet exposures. As of September 30, 2019 and December 31, 2018, the notional amount of foreign exchange contracts where hedge accounting is not applied was $226.1 million and $271.5 million, respectively.

The foreign exchange loss in our condensed consolidated statements of income included the following losses associated with foreign exchange contracts not designated as hedging instruments (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
Foreign Exchange Forward Contracts:	2019		2018		2019		2018
Loss recognized in foreign exchange loss	$	7,430	$	2,409	$	10,718	$	10,896

The cash flow effects of our derivative contracts for the nine months ended September 30, 2019 and 2018 are included within net cash provided by operating activities in the condensed consolidated statements of cash flows.

The following tables summarize the fair value of outstanding derivatives (in thousands):



	September 30, 2019
	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	1	Accrued liabilities	$	751
				Other non-current liabilities	1,331
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	1,008		Accrued liabilities	1,676
Total fair value of derivative instruments		$	1,009		$	3,758



	December 31, 2018
	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	1,929	Accrued liabilities	$	—
	Other non-current assets	2,141
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	1,194		Accrued liabilities	1,460
Total fair value of derivative instruments		$	5,264		$	1,460

Although we do not offset derivative assets and liabilities within our condensed consolidated balance sheets, our International Swap and Derivatives Association agreements provide for net settlement of transactions that are due to or from the same counterparty upon early termination of the agreement due to an event of default or other termination event. The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands):



	September 30, 2019
	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet
Description	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet					Derivative Financial Instruments			Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	1,009		$	—	$	1,009		$	(772	)	$	—	$	237
Derivative liabilities	(3,758		)	—		(3,758		)	772			—		(2,986		)



	December 31, 2018
	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet
Description	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet					Derivative Financial Instruments			Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	5,264		$	—	$	5,264		$	(935	)	$	—	$	4,329
Derivative liabilities	(1,460		)	—		(1,460		)	935			—		(525		)

Inventories

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following (in thousands):



	September 30, 2019		December 31, 2018
Raw materials	$	11,653	$	10,895
Work in process	33,935		20,743
Finished goods	25,520		21,318
Total inventories	$	71,108	$	52,956

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The gross carrying amount of goodwill was as follows (in thousands):



Balance at December 31, 2018	$	927,630
Foreign exchange	(20,905		)
Balance at September 30, 2019	$	906,725

The gross carrying amounts and net book values of our intangible assets were as follows (in thousands):



	September 30, 2019								December 31, 2018
	Remaining Weighted- Average Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Acquired developed technologies	13.5	$	3,136,957	$	(790,075	)	$	2,346,882	$	3,110,641	$	(632,413	)	$	2,478,228
Priority review voucher		111,101		—			111,101		111,101		—			111,101
Manufacturing contracts	—	11,656		(11,656		)	—		12,256		(12,256		)	—
Trademarks	—	2,881		(2,881		)	—		2,896		(2,896		)	—
Total finite-lived intangible assets		3,262,595		(804,612		)	2,457,983		3,236,894		(647,565		)	2,589,329
Acquired IPR&D assets		135,047		—			135,047		142,005		—			142,005
Total intangible assets		$	3,397,642	$	(804,612	)	$	2,593,030	$	3,378,899	$	(647,565	)	$	2,731,334

The increase in the gross carrying amount of intangible assets as of September 30, 2019 compared to December 31, 2018 reflects the capitalization of milestone payments triggered by FDA approval of Sunosi in March 2019 and subsequent U.S. Drug Enforcement Agency scheduling in June 2019, partially offset by the negative impact of foreign currency translation adjustments due to the weakening of the euro against the U.S. dollar.

The assumptions and estimates used to determine future cash flows and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by various factors, including external factors, such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines. We reduced the estimated remaining useful life of the Erwinaze intangible asset due to the receipt of a contract termination notice from Porton Biopharma Limited in February 2019. The reduction in the estimated remaining useful life increased intangible asset amortization expense by $15.0 million and $40.1 million, reduced net income by $10.2 million and $27.3 million, reduced basic net income per ordinary share by $0.18 and $0.48, and reduced diluted net income per ordinary share by $0.18 and $0.47 during the three and nine months ended September 30, 2019, respectively.

Based on finite-lived intangible assets recorded as of September 30, 2019, and assuming the underlying assets will not be impaired and that we will not change the expected lives of the assets, future amortization expenses were estimated as follows (in thousands):



Year Ending December 31,	Estimated Amortization Expense
2019 (remainder)	$	173,131
2020	246,957
2021	201,390
2022	157,785
2023	157,785
Thereafter	1,520,935
Total	$	2,457,983

Certain Balance Sheet Items

9 Months Ended

Sep. 30, 2019

Certain Balance Sheet Items [Abstract]

Certain Balance Sheet Items

Property, plant and equipment consisted of the following (in thousands):



	September 30, 2019			December 31, 2018
Leasehold improvements	$	49,614		$	33,273
Land and buildings	46,555			46,650
Computer software	28,529			19,062
Manufacturing equipment and machinery	27,321			25,837
Computer equipment	13,364			13,679
Furniture and fixtures	11,095			8,155
Construction-in-progress	5,849			51,243
Build-to-suit facility	—			52,067
Subtotal	182,327			249,966
Less accumulated depreciation and amortization	(52,855		)	(49,608		)
Property, plant and equipment, net	$	129,472		$	200,358

The decrease in the carrying amount of construction-in-progress and build-to-suit facility assets as of September 30, 2019 compared to December 31, 2018 reflects the de-recognition of assets related to build-to-suit facility leases on adoption of ASU No. 2016-02.

Accrued liabilities consisted of the following (in thousands):



	September 30, 2019		December 31, 2018
Rebates and other sales deductions	$	86,191	$	86,495
Employee compensation and benefits	64,595		58,543
Current portion of operating lease liabilities	11,713		—
Inventory-related accruals	10,433		8,753
Clinical trial accruals	7,973		5,904
Selling and marketing accruals	6,705		6,780
Royalties	6,074		2,679
Professional fees	4,213		2,333
Accrued construction-in-progress	3,070		1,065
Sales returns reserve	2,872		2,510
Accrued interest	2,539		7,407
Derivative instrument liabilities	2,427		1,460
Accrued loss contingency	—		58,154
Other	29,935		22,804
Total accrued liabilities	$	238,740	$	264,887

Debt

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Debt

The following table summarizes the carrying amount of our indebtedness (in thousands):



	September 30, 2019			December 31, 2018
2021 Notes	$	575,000		$	575,000
Unamortized discount and debt issuance costs on 2021 Notes	(44,566		)	(60,910		)
2021 Notes, net	530,434			514,090

2024 Notes	575,000			575,000
Unamortized discount and debt issuance costs on 2024 Notes	(123,310		)	(138,914		)
2024 Notes, net	451,690			436,086

Term loan	622,044			646,236
Total debt	1,604,168			1,596,412
Less current portion	33,387			33,387
Total long-term debt	$	1,570,781		$	1,563,025

Exchangeable Senior Notes

The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100%-owned finance subsidiary of Jazz Pharmaceuticals plc. The Exchangeable Senior Notes are senior unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals plc. No subsidiary of Jazz Pharmaceuticals plc guaranteed the Exchangeable Senior Notes. Subject to certain local law restrictions on payment of dividends, among other things, and potential negative tax consequences, we are not aware of any significant restrictions on the ability of Jazz Pharmaceuticals plc to obtain funds from the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries by dividend or loan, or any legal or economic restrictions on the ability of the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries to transfer funds to Jazz Pharmaceuticals plc in the form of cash dividends, loans or advances. There is no assurance that in the future such restrictions will not be adopted.

As of September 30, 2019, the carrying values of the equity component of the 2021 Notes and the 2024 Notes, net of equity issuance costs, were $126.9 million and $149.8 million, respectively.

Maturities

Scheduled maturities with respect to our long-term debt principal balances outstanding as of September 30, 2019 were as follows (in thousands):



Year Ending December 31,	Scheduled Long-Term Debt Maturities
2019 (remainder)	$	8,347
2020	33,387
2021	608,387
2022	33,387
2023	517,494
Thereafter	575,000
Total	$	1,776,002

Leases

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Leases

The components of the lease expense for the three and nine months ended September 30, 2019 were as follows (in thousands):



Lease Cost	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Operating lease cost	$	5,746		$	17,672
Short-term lease cost	396			1,616
Variable lease cost	—			4
Sublease income	(158		)	(478		)
Net lease cost	$	5,984		$	18,814

Supplemental balance sheet information related to operating leases was as follows (in thousands):



Leases	Classification	September 30, 2019
Assets
Operating lease assets	Operating lease assets	$	141,878

Liabilities
Current
Operating lease liabilities	Accrued liabilities	11,713
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	153,434
Total operating lease liabilities		$	165,147



Lease Term and Discount Rate	September 30, 2019
Weighted-average remaining lease term - operating leases (years)	10.0
Weighted-average discount rate - operating leases	5.3	%

Supplemental cash flow information related to operating leases was as follows (in thousands):



	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	11,758
Non-cash operating activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	153,048

_____________________________


(1)	Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02.

Maturities of operating lease liabilities were as follows (in thousands):



Year Ending December 31,	Operating leases
2019 (remainder)	$	4,531
2020	20,954
2021	20,843
2022	20,889
2023	21,260
Thereafter	128,294
Total lease payments	$	216,771
Less imputed interest	(51,624		)
Present value of lease liabilities	$	165,147

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Indemnification In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification, including indemnification associated with product liability or infringement of intellectual property rights. Our exposure under these agreements is unknown because it involves future claims that may be made but have not yet been made against us. To date, we have not paid any claims or been required to defend any action related to these indemnification obligations. We have agreed to indemnify our executive officers, directors and certain other employees for losses and costs incurred in connection with certain events or occurrences, including advancing money to cover certain costs, subject to certain limitations. The maximum potential amount of future payments we could be required to make under the indemnification obligations is unlimited; however, we maintain insurance policies that may limit our exposure and may enable us to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, we believe the fair value of these indemnification obligations is not significant. Accordingly, we did not recognize any liabilities relating to these obligations as of September 30, 2019 and December 31, 2018. No assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case we may incur substantial liabilities as a result of these indemnification obligations. Lease and Other Commitments Operating Leases. We have noncancelable operating leases for our office buildings and we are obligated to make payments under noncancelable operating leases for automobiles used by our sales force. Refer to Note 10 for details of the maturity of our operating lease liabilities. Other Commitments. As of September 30, 2019, we had $79.8 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers. Legal Proceedings From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations or financial condition.

Shareholders' Equity

9 Months Ended

Sep. 30, 2019

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Repurchase Program

In November 2016, our board of directors authorized a share repurchase program pursuant to which we are authorized to repurchase a number of ordinary shares having an aggregate purchase price of up to $300.0 million, exclusive of any brokerage commissions. In November and December 2018, our board of directors increased the existing share repurchase program authorization by $320.0 million and $400.0 million, respectively, thereby increasing the total amount authorized to $1.02 billion. Under this program, which has no expiration date, we may repurchase ordinary shares from time to time on the open market. The timing and amount of repurchases will depend on a variety of factors, including the price of our ordinary shares, alternative investment opportunities, restrictions under the amended credit agreement, corporate and regulatory requirements and market conditions. The share repurchase program may be modified, suspended or discontinued at any time without prior notice. In the nine months ended September 30, 2019, we spent a total of $191.1 million to purchase 1.5 million of our ordinary shares under the share repurchase program at an average total purchase price, including commissions, of $131.48 per share. All ordinary shares repurchased were canceled. As of September 30, 2019, the remaining amount authorized under the share repurchase program was $188.1 million. In October 2019, our board of directors authorized the additional repurchase of shares having an aggregate purchase price of up to $500.0 million, exclusive of any brokerage commissions.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of September 30, 2019 and December 31, 2018 were as follows (in thousands):



	Net Unrealized Gain (Loss) From Hedging Activities			Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Loss
Balance at December 31, 2018	$	3,557		$	(201,348	)	$	(197,791	)
Other comprehensive loss before reclassifications	(4,361		)	(56,271		)	(60,632		)
Amounts reclassified from accumulated other comprehensive loss	(1,019		)	—			(1,019		)
Other comprehensive loss, net	(5,380		)	(56,271		)	(61,651		)
Balance at September 30, 2019	$	(1,823	)	$	(257,619	)	$	(259,442	)

During the nine months ended September 30, 2019, other comprehensive loss reflects foreign currency translation adjustments, primarily due to the weakening of the euro against the U.S. dollar, and the net unrealized loss on derivatives that qualify as cash flow hedges.

Net Income per Ordinary Share

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Net Income per Ordinary Share

Basic net income per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income per ordinary share is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding.

Basic and diluted net income per ordinary share were computed as follows (in thousands, except per share amounts):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Numerator:
Net income	$	102,276	$	149,316	$	449,375	$	287,628
Denominator:
Weighted-average ordinary shares used in per share calculations - basic	56,674		60,476		56,860		60,196
Dilutive effect of employee equity incentive and purchase plans	764		1,381		787		1,297
Weighted-average ordinary shares used in per share calculations - diluted	57,438		61,857		57,647		61,493

Net income per ordinary share:
Basic	$	1.80	$	2.47	$	7.90	$	4.78
Diluted	$	1.78	$	2.41	$	7.80	$	4.68

Potentially dilutive ordinary shares from our employee equity incentive and purchase plans and the Exchangeable Senior Notes are determined by applying the treasury stock method to the assumed exercise of share options, the assumed vesting of outstanding restricted stock units, or RSUs, the assumed issuance of ordinary shares under our employee stock purchase plan, or ESPP, and the assumed issuance of ordinary shares upon exchange of the Exchangeable Senior Notes. The potential issue of ordinary shares issuable upon exchange of the Exchangeable Senior Notes had no effect on diluted net income per ordinary share because the average price of our ordinary shares for the three and nine months ended September 30, 2019 and 2018 did not exceed the effective exchange prices per ordinary share of the Exchangeable Senior Notes.

The following table represents the weighted-average ordinary shares that were excluded from the calculation of diluted net income per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands):



	Three Months Ended September 30,		Nine Months Ended September 30,
	2019	2018	2019	2018
Exchangeable Senior Notes	5,504	5,504	5,504	5,504
Options, RSUs and ESPP	5,062	2,244	5,084	2,975

Revenues

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Revenues

The following table presents a summary of total revenues (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Xyrem	$	425,644	$	357,251	$	1,207,173	$	1,030,036
Erwinaze/Erwinase	34,024		41,134		122,545		150,474
Defitelio/defibrotide	37,604		36,177		125,159		111,736
Vyxeos	29,581		21,038		89,886		75,217
Sunosi	987		—		987		—
Other	4,481		9,597		13,325		34,676
Product sales, net	532,321		465,197		1,559,075		1,402,139
Royalties and contract revenues	5,381		4,176		20,946		12,326
Total revenues	$	537,702	$	469,373	$	1,580,021	$	1,414,465

The following table presents a summary of total revenues attributed to geographic sources (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
United States	$	492,366	$	429,729	$	1,436,160	$	1,290,775
Europe	35,037		30,816		106,956		94,165
All other	10,299		8,828		36,905		29,525
Total revenues	$	537,702	$	469,373	$	1,580,021	$	1,414,465

The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Express Scripts	79	%	76	%	76	%	73	%
McKesson	12	%	15	%	14	%	18	%

Financing and payment

Our payment terms vary by the type and location of our customer but payment is generally required in a term ranging from 30 to 45 days.

Contract Liabilities - Deferred Revenue

The deferred revenue balance as of September 30, 2019 primarily related to deferred upfront fees received from Nippon Shinyaku Co., Ltd., or Nippon Shinyaku, in connection with two license, development and commercialization agreements granting Nippon Shinyaku exclusive rights to develop and commercialize each of Defitelio and Vyxeos in Japan. We recognized contract revenues of $1.2 million and $4.2 million during the three and nine months ended September 30, 2019, respectively, relating to these upfront payments. The deferred revenue balances are being recognized over an average of four years representing the period over which we expect to perform our research and developments obligations under each agreement.

The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the nine months ended September 30, 2019 (in thousands):



	Contract Liabilities
Balance as of December 31, 2018	$	14,995
Amount recognized within royalties and contract revenues	(4,234		)
Balance as of September 30, 2019	$	10,761

Share-Based Compensation

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Selling, general and administrative	$	20,302		$	18,978		$	61,357		$	57,012
Research and development	6,498			4,600			17,917			13,684
Cost of product sales	1,985			1,525			5,352			5,022
Total share-based compensation expense, pre-tax	28,785			25,103			84,626			75,718
Income tax benefit from share-based compensation expense	(4,106		)	(3,552		)	(12,246		)	(12,066		)
Total share-based compensation expense, net of tax	$	24,679		$	21,551		$	72,380		$	63,652

Share Options

The table below shows the number of shares underlying options granted to purchase our ordinary shares, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of share options granted:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Shares underlying options granted (in thousands)	198			117			1,597			1,349
Grant date fair value	$	40.62		$	53.93		$	42.32		$	46.95
Black-Scholes option pricing model assumption information:
Volatility	33		%	32		%	32		%	35		%
Expected term (years)	4.5			4.5			4.5			4.5
Range of risk-free rates	1.5-1.7%			2.7-2.8%			1.5-2.5%			2.2-2.8%
Expected dividend yield	—		%	—		%	—		%	—		%

Restricted Stock Units

The table below shows the number of RSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of RSUs granted:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
RSUs granted (in thousands)	80		71		642		564
Grant date fair value	$	135.90	$	174.73	$	138.50	$	145.59

The fair value of RSUs is determined on the date of grant based on the market price of our ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, generally over four years.

As of September 30, 2019, compensation cost not yet recognized related to unvested share options and RSUs was $92.2 million and $116.1 million, respectively, which is expected to be recognized over a weighted-average period of 2.7 years.

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our income tax provision was $10.9 million in the three months ended September 30, 2019 and our income tax benefit was $38.6 million in the nine months ended September 30, 2019, compared to an income tax provision of $19.3 million and $75.0 million for the same periods in 2018. The effective tax rates were 9.5% and (9.3)% in the three and nine months ended September 30, 2019, respectively, compared to 11.4% and 20.6% for the same periods in 2018. The decrease in the effective tax rate for the three months ended September 30, 2019 compared to the same period in 2018 was primarily due to the release of reserves related to unrecognized tax benefits upon expiration of a statute of limitations. The income tax benefit for the nine months ended September 30, 2019 includes a discrete tax benefit of $112.3 million resulting from an intra-entity intellectual property asset transfer. The tax benefit, which represents a deferred future benefit, was recorded as a deferred tax asset. The decrease in the effective tax rate for the nine months ended September 30, 2019 compared to the same period in 2018 was primarily due to the impact of the intra-entity intellectual property asset transfer. Excluding this effect, the decrease in the effective tax rate for the nine months ended September 30, 2019 compared to the same period in 2018 was primarily due to the impairment charge recognized on the Prialt assets held for sale and the impact of the loss contingency expense in 2018. The effective tax rate for the three months ended September 30, 2019 was lower than the Irish statutory rate of 12.5% primarily due to the impact of the release of reserves related to unrecognized tax benefits upon expiration of a statute of limitations. The effective tax rate for the nine months ended September 30, 2019 was lower than the Irish statutory rate of 12.5% primarily due to the impact of the intra-entity intellectual property asset transfer. We do not provide for Irish income taxes on undistributed earnings of our foreign operations that are intended to be indefinitely reinvested in our foreign subsidiaries. Our net deferred tax liability primarily arose due to the acquisition of Celator Pharmaceuticals, Inc. The balance is net of deferred tax assets which are comprised primarily of U.S. federal and state tax credits, U.S. federal and state and foreign net operating loss carryforwards and other temporary differences. We maintain a valuation allowance against certain foreign and U.S. federal and state deferred tax assets. Each reporting period, we evaluate the need for a valuation allowance on our deferred tax assets by jurisdiction and adjust our estimates as more information becomes available. We are required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. As a result, we have recorded an unrecognized tax benefit for certain tax benefits which we judge may not be sustained upon examination. Our most significant tax jurisdictions are Ireland and the U.S. (both at the federal level and in various state jurisdictions). In Ireland, we are no longer subject to income tax audits by taxing authorities for the years prior to 2014. The U.S. jurisdictions generally have statutes of limitations three to four years from the later of the return due date or the date when the return was filed. However, in the U.S. (at the federal level and in most states), carryforward tax attributes that were generated in 2015 and earlier may still be adjusted upon examination by the tax authorities. Certain of our subsidiaries are currently under examination by the French tax authorities for the years ended December 31, 2012, 2013, 2015, 2016 and 2017 and by the Italian tax authorities for the year ended December 31, 2017. These examinations may lead to ordinary course adjustments or proposed adjustments to our taxes. In December 2015, we received proposed tax assessment notices, and, in October 2018, we received revised tax assessment notices from the French tax authorities for 2012 and 2013, and in December 2018 and September 2019, we received proposed tax assessments notices from the French tax authorities for 2015, 2016 and 2017, relating to certain transfer pricing adjustments. The notices provide for additional French tax of approximately $41 million for 2012 and 2013 and approximately $12 million for 2015, 2016 and 2017 including interest and penalties through the respective dates of the proposed assessments, translated at the foreign exchange rate at September 30, 2019. We disagree with the assessments and are contesting them vigorously.

Subsequent Event	9 Months Ended
Subsequent Event	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event In October 2019, we notified the FDA of our intention to redeem our priority review voucher for the planned NDA submission for JZP-258 in January 2020. As a result of this notification, we expect to amortize the cost of the priority review voucher intangible asset, of $111.1 million, in full in the fourth quarter of 2019.

The Company and Summary of Significant Accounting Policies - (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2018. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of our financial position and operating results. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, for any other interim period or for any future period. Our significant accounting policies have not changed substantially from those previously described in our Annual Report on Form 10-K for the year ended December 31, 2018 with the exception of the accounting policy relating to operating leases and financing obligations which was updated as a result of adopting Accounting Standards Update No. 2016-02, “Leases”, or ASU No. 2016-02. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates.
Leases	Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease assets, other current liabilities, and operating lease liabilities on our condensed consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. In determining the net present value of lease payments, we use our incremental borrowing rate based on the information available at the lease commencement date. The operating lease asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately. For vehicle leases we account for the lease and non-lease components as a single lease component. We have elected the short-term lease exemption and, therefore, do not recognize a right-of-use asset or corresponding liability for lease arrangements with an original term of 12 months or less.
Adoption of New Accounting Standards and Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The standard is effective for us beginning January 1, 2020 and early adoption is permitted. The new guidance is not expected to have a material impact on our results of operations and financial position. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” which simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. The standard is effective for us beginning January 1, 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The new guidance is not expected to have a material impact on our results of operations and financial position. Adoption of New Accounting Standards In February 2016, the Financial Accounting Standards Board, or FASB, issued ASU No. 2016-02. Under the new guidance, lessees are required to recognize a right-of-use asset, which represents the lessee’s right to use, or control the use of, a specified asset for the lease term, and a corresponding lease liability, which represents the lessee’s obligation to make lease payments under a lease, measured on a discounted basis. We adopted ASU No. 2016-02 on a modified retrospective basis applied to leases existing as of, or entered into after, January 1, 2019. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification of those leases in place as of January 1, 2019. The adoption of ASU No. 2016-02 resulted in the recognition of right-of-use assets and lease liabilities of $149.4 million and $162.9 million, respectively, on the consolidated balance sheet as of January 1, 2019, and the de-recognition of the build-to-suit assets and related financing obligations on the consolidated balance sheet as of December 31, 2018 of $95.4 million and $109.8 million, respectively, with the balance impacting retained earnings, deferred rent and deferred tax liabilities. The right-of-use assets and lease liabilities primarily relate to real estate leases. Refer to Note 10 for lease-related disclosures.
Significant Risks and Uncertainties	Significant Risks and Uncertainties Our financial results are significantly influenced by sales of Xyrem. Our ability to maintain or increase Xyrem product sales is subject to a number of risks and uncertainties, including, without limitation, the introduction of new products in the U.S. market that compete with, or otherwise disrupt the market for, Xyrem in the treatment of cataplexy and/or EDS in narcolepsy, such as pitolisant, which was approved by FDA in August 2019 for the treatment of EDS in adult patients with narcolepsy, and our recently-launched product, Sunosi; the introduction of a generic version of Xyrem in the U.S. market before the entry dates specified in our settlements with the abbreviated new drug application, or ANDA, filers or on terms that are different from those contemplated by the settlement agreements; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including pressure to agree to new or additional discounts, rebates or restrictive pricing terms for Xyrem; changes in healthcare laws and policy, including changes in requirements for patient assistance programs, rebates, reimbursement and coverage by federal healthcare programs, and changes resulting from increased scrutiny on pharmaceutical pricing and risk evaluation and mitigation strategy, or REMS, programs by government entities; changes to or uncertainties around our Xyrem REMS, or any failure to comply with our REMS obligations to the satisfaction of the FDA; challenges to our intellectual property around Xyrem, including the possibility of new ANDA or NDA filers or new post-grant patent review proceedings; operational disruptions at the Xyrem central pharmacy; any supply or manufacturing problems, including any problems with our sole source Xyrem active pharmaceutical ingredient, or API, provider; continued acceptance of Xyrem by physicians and patients, including as a result of negative publicity that surfaces from time to time; and changes to our label, including new safety warnings or changes to our boxed warning, that further restrict how we market and sell Xyrem. In addition to risks related specifically to Xyrem, we are subject to other challenges and risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: effectively commercializing our other products, including effectively launching and commercializing new products such as our recently-launched product Sunosi; competition; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; regulatory approval and successful launch of our late-stage product candidates; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the regulatory approval process; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations.
Concentrations of Risk	Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of September 30, 2019, we had foreign exchange forward contracts with notional amounts totaling $226.1 million. As of September 30, 2019, the outstanding foreign exchange forward contracts had a net liability fair value of $0.7 million. As of September 30, 2019, we had interest rate swap contracts with notional amounts totaling $300.0 million. These outstanding interest rate swap contracts had a net liability fair value of $2.1 million as of September 30, 2019. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of September 30, 2019 and December 31, 2018, allowances on receivables were not material. As of September 30, 2019, two customers accounted for 88% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or Express Scripts, the central pharmacy for Xyrem, which accounted for 83% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 5% of gross accounts receivable. As of December 31, 2018, two customers accounted for 89% of gross accounts receivable, Express Scripts, which accounted for 74% of gross accounts receivable, and McKesson, which accounted for 15% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier.

The Company and Summary of Significant Accounting Policies - (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2019 for the adoption of the ASU No. 2016-02 was as follows (in thousands):



	Balance at December 31, 2018		Transition Adjustments			Balance at January 1, 2019
Assets:
Property, plant and equipment, net	$	200,358	$	(95,397	)	$	104,961
Operating lease assets	—		149,442			149,442
Liabilities:
Accrued liabilities	264,887		8,165			273,052
Operating lease liabilities, less current portion	—		153,158			153,158
Deferred tax liabilities, net	309,097		1,489			310,586
Other non-current liabilities	218,879		(113,615		)	105,264
Shareholders' Equity:
Retained earnings	841,050		4,848			845,898

Collaboration and License Agreement and Asset Acquisition - Tables (Tables)

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed (in thousands):



Consideration
Upfront payment for acquisition of Cavion's outstanding shares	$	52,500
Cash acquired	397
Working capital adjustment	(255		)
Transaction costs	2,829
Total consideration	$	55,471

Assets Acquired and Liabilities Assumed
Cash	$	397
In-process research and development	48,275
Deferred tax assets	7,995
Other assets and liabilities	(1,196		)
Total net assets acquired	$	55,471

Cash and Available-for-Sale Securities - (Tables)

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Cash and Cash Equivalents and Investments

Cash, cash equivalents and investments consisted of the following (in thousands):



	September 30, 2019
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	297,243	$	—	$	—	$	297,243	$	297,243	$	—
Time deposits	530,000		—		—		530,000		255,000		275,000
Money market funds	242,932		—		—		242,932		242,932		—
Totals	$	1,070,175	$	—	$	—	$	1,070,175	$	795,175	$	275,000



	December 31, 2018
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	215,606	$	—	$	—	$	215,606	$	215,606	$	—
Time deposits	515,000		—		—		515,000		—		515,000
Money market funds	94,016		—		—		94,016		94,016		—
Totals	$	824,622	$	—	$	—	$	824,622	$	309,622	$	515,000

Fair Value Measurement - (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on a Recurring Basis



	September 30, 2019						December 31, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total Estimated Fair Value
Assets:
Available-for-sale securities:
Time deposits	$	—	$	530,000	$	530,000	$	—	$	515,000	$	515,000
Money market funds	242,932		—		242,932		94,016		—		94,016
Interest rate contracts	—		1		1		—		4,070		4,070
Foreign exchange forward contracts	—		1,008		1,008		—		1,194		1,194
Totals	$	242,932	$	531,009	$	773,941	$	94,016	$	520,264	$	614,280
Liabilities:
Interest rate contracts	$	—	$	2,082	$	2,082	$	—	$	—	$	—
Foreign exchange forward contracts	—		1,676		1,676		—		1,460		1,460
Totals	$	—	$	3,758	$	3,758	$	—	$	1,460	$	1,460

Derivative Instruments and Hedging Activities - (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of gains (losses) on derivative instruments

The impact on accumulated other comprehensive loss and earnings from derivative instruments that qualified as cash flow hedges for the three and nine months ended September 30, 2019 and 2018 was as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
Interest Rate Contracts:	2019			2018			2019			2018
Gain (loss) recognized in accumulated other comprehensive loss, net of tax	$	(322	)	$	876		$	(4,361	)	$	5,285
Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax	(236		)	(130		)	(1,019		)	19

Schedule of foreign exchange gain (loss) of outstanding derivatives



	Three Months Ended September 30,				Nine Months Ended September 30,
Foreign Exchange Forward Contracts:	2019		2018		2019		2018
Loss recognized in foreign exchange loss	$	7,430	$	2,409	$	10,718	$	10,896

Schedule of the fair value of outstanding derivatives

The following tables summarize the fair value of outstanding derivatives (in thousands):



	September 30, 2019
	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	1	Accrued liabilities	$	751
				Other non-current liabilities	1,331
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	1,008		Accrued liabilities	1,676
Total fair value of derivative instruments		$	1,009		$	3,758



	December 31, 2018
	Asset Derivatives			Liability Derivatives
	Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	1,929	Accrued liabilities	$	—
	Other non-current assets	2,141
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	1,194		Accrued liabilities	1,460
Total fair value of derivative instruments		$	5,264		$	1,460

Schedule of offsetting assets

The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands):



	September 30, 2019
	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet
Description	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet					Derivative Financial Instruments			Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	1,009		$	—	$	1,009		$	(772	)	$	—	$	237
Derivative liabilities	(3,758		)	—		(3,758		)	772			—		(2,986		)



	December 31, 2018
	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet
Description	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet					Derivative Financial Instruments			Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	5,264		$	—	$	5,264		$	(935	)	$	—	$	4,329
Derivative liabilities	(1,460		)	—		(1,460		)	935			—		(525		)

Schedule of offsetting liabilities



	September 30, 2019
	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet
Description	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet					Derivative Financial Instruments			Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	1,009		$	—	$	1,009		$	(772	)	$	—	$	237
Derivative liabilities	(3,758		)	—		(3,758		)	772			—		(2,986		)



	December 31, 2018
	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet			Gross Amounts Not Offset in the Consolidated Balance Sheet
Description	Gross Amounts of Recognized Assets/ Liabilities			Gross Amounts Offset in the Consolidated Balance Sheet					Derivative Financial Instruments			Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	5,264		$	—	$	5,264		$	(935	)	$	—	$	4,329
Derivative liabilities	(1,460		)	—		(1,460		)	935			—		(525		)

Inventories - (Tables)

9 Months Ended

Sep. 30, 2019

Inventory Disclosure [Abstract]

Components of Inventories

Inventories consisted of the following (in thousands):



	September 30, 2019		December 31, 2018
Raw materials	$	11,653	$	10,895
Work in process	33,935		20,743
Finished goods	25,520		21,318
Total inventories	$	71,108	$	52,956

Goodwill and Intangible Assets - (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Gross Carrying Amount of Goodwill

The gross carrying amount of goodwill was as follows (in thousands):



Balance at December 31, 2018	$	927,630
Foreign exchange	(20,905		)
Balance at September 30, 2019	$	906,725

Gross Carrying Amounts and Net Book Values of Intangible Assets

The gross carrying amounts and net book values of our intangible assets were as follows (in thousands):



	September 30, 2019								December 31, 2018
	Remaining Weighted- Average Useful Life (In years)	Gross Carrying Amount		Accumulated Amortization			Net Book Value		Gross Carrying Amount		Accumulated Amortization			Net Book Value
Acquired developed technologies	13.5	$	3,136,957	$	(790,075	)	$	2,346,882	$	3,110,641	$	(632,413	)	$	2,478,228
Priority review voucher		111,101		—			111,101		111,101		—			111,101
Manufacturing contracts	—	11,656		(11,656		)	—		12,256		(12,256		)	—
Trademarks	—	2,881		(2,881		)	—		2,896		(2,896		)	—
Total finite-lived intangible assets		3,262,595		(804,612		)	2,457,983		3,236,894		(647,565		)	2,589,329
Acquired IPR&D assets		135,047		—			135,047		142,005		—			142,005
Total intangible assets		$	3,397,642	$	(804,612	)	$	2,593,030	$	3,378,899	$	(647,565	)	$	2,731,334

Estimated Future Amortization Costs



Year Ending December 31,	Estimated Amortization Expense
2019 (remainder)	$	173,131
2020	246,957
2021	201,390
2022	157,785
2023	157,785
Thereafter	1,520,935
Total	$	2,457,983

Certain Balance Sheet Items - (Tables)

9 Months Ended

Sep. 30, 2019

Certain Balance Sheet Items [Abstract]

Property and Equipment

Property, plant and equipment consisted of the following (in thousands):



	September 30, 2019			December 31, 2018
Leasehold improvements	$	49,614		$	33,273
Land and buildings	46,555			46,650
Computer software	28,529			19,062
Manufacturing equipment and machinery	27,321			25,837
Computer equipment	13,364			13,679
Furniture and fixtures	11,095			8,155
Construction-in-progress	5,849			51,243
Build-to-suit facility	—			52,067
Subtotal	182,327			249,966
Less accumulated depreciation and amortization	(52,855		)	(49,608		)
Property, plant and equipment, net	$	129,472		$	200,358

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):



	September 30, 2019		December 31, 2018
Rebates and other sales deductions	$	86,191	$	86,495
Employee compensation and benefits	64,595		58,543
Current portion of operating lease liabilities	11,713		—
Inventory-related accruals	10,433		8,753
Clinical trial accruals	7,973		5,904
Selling and marketing accruals	6,705		6,780
Royalties	6,074		2,679
Professional fees	4,213		2,333
Accrued construction-in-progress	3,070		1,065
Sales returns reserve	2,872		2,510
Accrued interest	2,539		7,407
Derivative instrument liabilities	2,427		1,460
Accrued loss contingency	—		58,154
Other	29,935		22,804
Total accrued liabilities	$	238,740	$	264,887

Debt - (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The following table summarizes the carrying amount of our indebtedness (in thousands):



	September 30, 2019			December 31, 2018
2021 Notes	$	575,000		$	575,000
Unamortized discount and debt issuance costs on 2021 Notes	(44,566		)	(60,910		)
2021 Notes, net	530,434			514,090

2024 Notes	575,000			575,000
Unamortized discount and debt issuance costs on 2024 Notes	(123,310		)	(138,914		)
2024 Notes, net	451,690			436,086

Term loan	622,044			646,236
Total debt	1,604,168			1,596,412
Less current portion	33,387			33,387
Total long-term debt	$	1,570,781		$	1,563,025

Schedule of Maturities of Long-term Debt

Scheduled maturities with respect to our long-term debt principal balances outstanding as of September 30, 2019 were as follows (in thousands):



Year Ending December 31,	Scheduled Long-Term Debt Maturities
2019 (remainder)	$	8,347
2020	33,387
2021	608,387
2022	33,387
2023	517,494
Thereafter	575,000
Total	$	1,776,002

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Leases - (Tables)

9 Months Ended

Sep. 30, 2019

Leases [Abstract]

Schedule of Lease Cost and Supplemental Cash Flow Information

The components of the lease expense for the three and nine months ended September 30, 2019 were as follows (in thousands):



Lease Cost	Three Months Ended September 30, 2019			Nine Months Ended September 30, 2019
Operating lease cost	$	5,746		$	17,672
Short-term lease cost	396			1,616
Variable lease cost	—			4
Sublease income	(158		)	(478		)
Net lease cost	$	5,984		$	18,814



Lease Term and Discount Rate	September 30, 2019
Weighted-average remaining lease term - operating leases (years)	10.0
Weighted-average discount rate - operating leases	5.3	%

Supplemental cash flow information related to operating leases was as follows (in thousands):



	Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$	11,758
Non-cash operating activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	$	153,048

_____________________________

(1)

Includes the balances recognized on January 1, 2019 on adoption of ASU No. 2016-02.

Schedule of Lease Supplemental Balance Sheet Information

Supplemental balance sheet information related to operating leases was as follows (in thousands):



Leases	Classification	September 30, 2019
Assets
Operating lease assets	Operating lease assets	$	141,878

Liabilities
Current
Operating lease liabilities	Accrued liabilities	11,713
Non-current
Operating lease liabilities	Operating lease liabilities, less current portion	153,434
Total operating lease liabilities		$	165,147

Schedule of Operating Lease Liability Maturities

Maturities of operating lease liabilities were as follows (in thousands):



Year Ending December 31,	Operating leases
2019 (remainder)	$	4,531
2020	20,954
2021	20,843
2022	20,889
2023	21,260
Thereafter	128,294
Total lease payments	$	216,771
Less imputed interest	(51,624		)
Present value of lease liabilities	$	165,147

Shareholders' Equity - (Tables)

9 Months Ended

Sep. 30, 2019

Stockholders' Equity Note [Abstract]

Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of September 30, 2019 and December 31, 2018 were as follows (in thousands):



	Net Unrealized Gain (Loss) From Hedging Activities			Foreign Currency Translation Adjustments			Total Accumulated Other Comprehensive Loss
Balance at December 31, 2018	$	3,557		$	(201,348	)	$	(197,791	)
Other comprehensive loss before reclassifications	(4,361		)	(56,271		)	(60,632		)
Amounts reclassified from accumulated other comprehensive loss	(1,019		)	—			(1,019		)
Other comprehensive loss, net	(5,380		)	(56,271		)	(61,651		)
Balance at September 30, 2019	$	(1,823	)	$	(257,619	)	$	(259,442	)

Net Income per Ordinary Share - (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Basic and Diluted Net Income per Ordinary Share Computation

Basic and diluted net income per ordinary share were computed as follows (in thousands, except per share amounts):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Numerator:
Net income	$	102,276	$	149,316	$	449,375	$	287,628
Denominator:
Weighted-average ordinary shares used in per share calculations - basic	56,674		60,476		56,860		60,196
Dilutive effect of employee equity incentive and purchase plans	764		1,381		787		1,297
Weighted-average ordinary shares used in per share calculations - diluted	57,438		61,857		57,647		61,493

Net income per ordinary share:
Basic	$	1.80	$	2.47	$	7.90	$	4.78
Diluted	$	1.78	$	2.41	$	7.80	$	4.68

Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share



	Three Months Ended September 30,		Nine Months Ended September 30,
	2019	2018	2019	2018
Exchangeable Senior Notes	5,504	5,504	5,504	5,504
Options, RSUs and ESPP	5,062	2,244	5,084	2,975

Revenues - (Tables)

9 Months Ended

Sep. 30, 2019

Revenue from Contract with Customer [Abstract]

Summary of disaggregation of revenue

The following table presents a summary of total revenues (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Xyrem	$	425,644	$	357,251	$	1,207,173	$	1,030,036
Erwinaze/Erwinase	34,024		41,134		122,545		150,474
Defitelio/defibrotide	37,604		36,177		125,159		111,736
Vyxeos	29,581		21,038		89,886		75,217
Sunosi	987		—		987		—
Other	4,481		9,597		13,325		34,676
Product sales, net	532,321		465,197		1,559,075		1,402,139
Royalties and contract revenues	5,381		4,176		20,946		12,326
Total revenues	$	537,702	$	469,373	$	1,580,021	$	1,414,465

The following table presents a summary of total revenues attributed to geographic sources (in thousands):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
United States	$	492,366	$	429,729	$	1,436,160	$	1,290,775
Europe	35,037		30,816		106,956		94,165
All other	10,299		8,828		36,905		29,525
Total revenues	$	537,702	$	469,373	$	1,580,021	$	1,414,465

Summary of Revenues from Customers Representing More Than 10% of Total Revenues

The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Express Scripts	79	%	76	%	76	%	73	%
McKesson	12	%	15	%	14	%	18	%

Summary of a reconciliation in contract liabilities from contracts with customer

The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the nine months ended September 30, 2019 (in thousands):



	Contract Liabilities
Balance as of December 31, 2018	$	14,995
Amount recognized within royalties and contract revenues	(4,234		)
Balance as of September 30, 2019	$	10,761

Share-Based Compensation - (Tables)

9 Months Ended

Sep. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-Based Compensation Expense Related to Share Options, RSUs and Grants Under ESPP

Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Selling, general and administrative	$	20,302		$	18,978		$	61,357		$	57,012
Research and development	6,498			4,600			17,917			13,684
Cost of product sales	1,985			1,525			5,352			5,022
Total share-based compensation expense, pre-tax	28,785			25,103			84,626			75,718
Income tax benefit from share-based compensation expense	(4,106		)	(3,552		)	(12,246		)	(12,066		)
Total share-based compensation expense, net of tax	$	24,679		$	21,551		$	72,380		$	63,652

Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model which was Used to Estimate Grant Date Fair Value per Share



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Shares underlying options granted (in thousands)	198			117			1,597			1,349
Grant date fair value	$	40.62		$	53.93		$	42.32		$	46.95
Black-Scholes option pricing model assumption information:
Volatility	33		%	32		%	32		%	35		%
Expected term (years)	4.5			4.5			4.5			4.5
Range of risk-free rates	1.5-1.7%			2.7-2.8%			1.5-2.5%			2.2-2.8%
Expected dividend yield	—		%	—		%	—		%	—		%

Schedule of Restricted Stock Unit activity

The table below shows the number of RSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of RSUs granted:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
RSUs granted (in thousands)	80		71		642		564
Grant date fair value	$	135.90	$	174.73	$	138.50	$	145.59

The Company and Summary of Significant Accounting Policies - Basis of Presentation Narrative (Details)	9 Months Ended
	Sep. 30, 2019 Segment
Accounting Policies [Abstract]
Number of operating business segment	1

The Company and Summary of Significant Accounting Policies - Adoption of New Accounting Standards Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease assets	$ 141,878	$ 149,442	$ 0
Operating lease, liability	165,147
Adjustment to property and equipment due to adoption of new accounting guidance	(129,472)	(104,961)	(200,358)
Other non-current liabilities	$ (102,583)	(105,264)	(218,879)
ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease assets		149,442
Operating lease, liability		162,900
Adjustment to property and equipment due to adoption of new accounting guidance		95,397
Other non-current liabilities		$ 113,615	109,800
Build-to-suit facility \| ASU 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Adjustment to property and equipment due to adoption of new accounting guidance			$ 95,400

The Company and Summary of Significant Accounting Policies - Cumulative Effect on the Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Assets:
Property, plant and equipment, net	$ 129,472	$ 104,961	$ 200,358
Operating lease assets	141,878	149,442	0
Liabilities:
Accrued liabilities	238,740	273,052	264,887
Operating lease liabilities, less current portion	153,434	153,158	0
Deferred tax liabilities, net	250,167	310,586	309,097
Other non-current liabilities	102,583	105,264	218,879
Shareholders' Equity:
Retained earnings	$ 1,104,158	845,898	841,050
ASU 2016-02
Assets:
Property, plant and equipment, net		(95,397)
Operating lease assets		149,442
Liabilities:
Accrued liabilities		8,165
Operating lease liabilities, less current portion		153,158
Deferred tax liabilities, net		1,489
Other non-current liabilities		(113,615)	$ (109,800)
Shareholders' Equity:
Retained earnings		$ 4,848

The Company and Summary of Significant Accounting Policies - Concentrations of Risk Narrative (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Customer concentration risk \| Gross accounts receivable
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	88.00%	89.00%
Customer concentration risk \| Gross accounts receivable \| Express Scripts
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	83.00%	74.00%
Customer concentration risk \| Gross accounts receivable \| McKesson
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	5.00%	15.00%
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments
Concentration Risk [Line Items]
Notional amount	$ 226,100,000	$ 271,500,000
Net liability fair value	700,000
Interest rate contracts \| Derivatives designated as hedging instruments
Concentration Risk [Line Items]
Notional amount	300,000,000.0	$ 300,000,000
Net liability fair value	$ 2,100,000

Collaboration and License Agreement and Asset Acquisition - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 12, 2019 USD ($)	Jan. 02, 2019 USD ($) target product	Jan. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment paid				$ 51,775	$ 0	$ 109,975	$ 0
Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of targets/programs \| target		5
Number of projects subject to right to co-commercialize \| product		2
Upfront Payment \| Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment paid			$ 56,000
Preclinical Development Milestone Payment \| Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments per target not yet due or paid		$ 20,000
Milestone Payment \| Codiak Biosciences Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Milestone payments per target not yet due or paid		$ 200,000
Cavion Inc
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront payment for asset acquisition	$ 52,500
Asset acquisition potential payment upon meeting certain milestones	260,000
Total payment for asset acquisition, including potential payments	$ 312,500

Collaboration and License Agreement and Asset Acquisition - Schedule of Asset Acquisition (Details) - Cavion Inc $ in Thousands	Aug. 12, 2019 USD ($)
Consideration
Upfront payment for acquisition of Cavion's outstanding shares	$ 52,500
Cash acquired	397
Working capital adjustment	(255)
Transaction costs	2,829
Total consideration	55,471
Assets Acquired and Liabilities Assumed
In-process research and development	48,275
Deferred tax assets	7,995
Other assets and liabilities	(1,196)
Total net assets acquired	$ 55,471

Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 1,070,175	$ 824,622
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	1,070,175	824,622
Cash and Cash Equivalents	795,175	309,622
Investments	275,000	515,000
Cash
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	297,243	215,606
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	297,243	215,606
Cash and Cash Equivalents	297,243	215,606
Investments	0	0
Time deposits
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	530,000	515,000
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	530,000	515,000
Cash and Cash Equivalents	255,000	0
Investments	275,000	515,000
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	242,932	94,016
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	242,932	94,016
Cash and Cash Equivalents	242,932	94,016
Investments	$ 0	$ 0

Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Available-for-sale securities:
Available-for-sale securities	$ 1,070,175	$ 824,622
Time deposits
Available-for-sale securities:
Available-for-sale securities	530,000	515,000
Money market funds
Available-for-sale securities:
Available-for-sale securities	242,932	94,016
Recurring
Available-for-sale securities:
Totals	773,941	614,280
Liabilities:
Totals	3,758	1,460
Recurring \| Time deposits
Available-for-sale securities:
Available-for-sale securities	530,000	515,000
Recurring \| Money market funds
Available-for-sale securities:
Available-for-sale securities	242,932	94,016
Recurring \| Interest rate contracts
Available-for-sale securities:
Derivative asset	1	4,070
Liabilities:
Derivative liabilities	2,082	0
Recurring \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	1,008	1,194
Liabilities:
Derivative liabilities	1,676	1,460
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Available-for-sale securities:
Totals	242,932	94,016
Liabilities:
Totals	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Time deposits
Available-for-sale securities:
Available-for-sale securities	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Money market funds
Available-for-sale securities:
Available-for-sale securities	242,932	94,016
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Interest rate contracts
Available-for-sale securities:
Derivative asset	0	0
Liabilities:
Derivative liabilities	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	0	0
Liabilities:
Derivative liabilities	0	0
Recurring \| Significant Other Observable Inputs (Level 2)
Available-for-sale securities:
Totals	531,009	520,264
Liabilities:
Totals	3,758	1,460
Recurring \| Significant Other Observable Inputs (Level 2) \| Time deposits
Available-for-sale securities:
Available-for-sale securities	530,000	515,000
Recurring \| Significant Other Observable Inputs (Level 2) \| Money market funds
Available-for-sale securities:
Available-for-sale securities	0	0
Recurring \| Significant Other Observable Inputs (Level 2) \| Interest rate contracts
Available-for-sale securities:
Derivative asset	1	4,070
Liabilities:
Derivative liabilities	2,082	0
Recurring \| Significant Other Observable Inputs (Level 2) \| Foreign exchange forward contracts
Available-for-sale securities:
Derivative asset	1,008	1,194
Liabilities:
Derivative liabilities	$ 1,676	$ 1,460

Fair Value Measurement - Narrative (Details) $ in Millions	Sep. 30, 2019 USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity securities without readily determinable fair value	$ 4.5
2021 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	1.875%
2024 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	1.50%
Significant Other Observable Inputs (Level 2) \| 2021 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	$ 576.0
Significant Other Observable Inputs (Level 2) \| 2024 Notes \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	$ 554.0

Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Interest rate contracts
Derivative [Line Items]
Losses recognized in AOCI to be reclassified over the next 12 months	$ 700,000
Interest rate contracts \| Derivatives designated as hedging instruments
Derivative [Line Items]
Notional amount	$ 300,000,000.0	$ 300,000,000
Interest rate contracts \| Derivatives not designated as hedging instruments
Derivative [Line Items]
Fixed interest rate	1.895%
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments
Derivative [Line Items]
Notional amount	$ 226,100,000	$ 271,500,000
Foreign exchange forward contracts \| Derivatives not designated as hedging instruments \| Maximum
Derivative [Line Items]
Contract term	12 months

Derivative Instruments and Hedging Activities - Gains on Derivative Instruments (Details) - Interest rate contracts - Cash Flow Hedges - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive loss, net of tax	$ (322)	$ 876	$ (4,361)	$ 5,285
Loss (gain) reclassified from accumulated other comprehensive loss to interest expense, net of tax	$ (236)	$ (130)	$ (1,019)	$ 19

Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts
Derivative [Line Items]
Loss recognized in other income and expense	$ 7,430	$ 2,409	$ 10,718	$ 10,896

Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 1,009	$ 5,264
Liability Derivatives	3,758	1,460
Derivatives designated as hedging instruments \| Interest rate contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	1	1,929
Derivatives designated as hedging instruments \| Interest rate contracts \| Other non-current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives		2,141
Derivatives designated as hedging instruments \| Interest rate contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	751	0
Derivatives designated as hedging instruments \| Interest rate contracts \| Other non-current liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	1,331
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset Derivatives	1,008	1,194
Derivatives not designated as hedging instruments \| Foreign exchange forward contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 1,676	$ 1,460

Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Derivative assets
Gross Amounts of Recognized Assets/ Liabilities	$ 1,009	$ 5,264
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	1,009	5,264
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	(772)	(935)
Cash Collateral Received (Pledged)	0	0
Net Amount	237	4,329
Derivative liabilities
Gross Amounts of Recognized Assets/ Liabilities	(3,758)	(1,460)
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	(3,758)	(1,460)
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	772	935
Cash Collateral Received (Pledged)	0	0
Net Amount	$ (2,986)	$ (525)

Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 11,653	$ 10,895
Work in process	33,935	20,743
Finished goods	25,520	21,318
Total inventories	$ 71,108	$ 52,956

Goodwill and Intangible Assets - Goodwill Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 927,630
Foreign exchange	(20,905)
Goodwill, end of period	$ 906,725

Goodwill and Intangible Assets - Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 3,262,595	$ 3,236,894
Accumulated Amortization	(804,612)	(647,565)
Total	2,457,983	2,589,329
Indefinite-lived Intangible Assets [Line Items]
Gross Carrying Amount - Total Intangible Assets	3,397,642	3,378,899
Net Book Value - Total Intangible Assets	2,593,030	2,731,334
Acquired IPR&D assets
Indefinite-lived Intangible Assets [Line Items]
In-process research and development	$ 135,047	142,005
Acquired developed technologies
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	13 years 6 months
Gross Carrying Amount	$ 3,136,957	3,110,641
Accumulated Amortization	(790,075)	(632,413)
Total	2,346,882	2,478,228
Priority review voucher
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	111,101	111,101
Accumulated Amortization	0	0
Total	$ 111,101	111,101
Manufacturing contracts
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 11,656	12,256
Accumulated Amortization	(11,656)	(12,256)
Total	$ 0	0
Trademarks
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 2,881	2,896
Accumulated Amortization	(2,881)	(2,896)
Total	$ 0	$ 0

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Finite-Lived Intangible Assets [Line Items]
Increase of amortization of intangible assets	$ 62,863			$ 46,989			$ 181,324	$ 154,955
Reduction of net income (loss) attributable to parent	$ (102,276)	$ (261,898)	$ (85,201)	$ (149,316)	$ (92,321)	$ (45,991)	$ (449,375)	$ (287,628)
Reduction of earnings per share, basic (in dollars per share)	$ (1.80)			$ (2.47)			$ (7.90)	$ (4.78)
Reduction of earnings per share, diluted (in dollars per share)	$ (1.78)			$ (2.41)			$ (7.80)	$ (4.68)
Intangible Assets, Amortization Period
Finite-Lived Intangible Assets [Line Items]
Increase of amortization of intangible assets	$ 15,000						$ 40,100
Reduction of net income (loss) attributable to parent	$ 10,200						$ 27,300
Reduction of earnings per share, basic (in dollars per share)	$ 0.18						$ 0.48
Reduction of earnings per share, diluted (in dollars per share)	$ 0.18						$ 0.47

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Goodwill and Intangible Assets - Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
2019 (remainder)	$ 173,131
2020	246,957
2021	201,390
2022	157,785
2023	157,785
Thereafter	1,520,935
Total	$ 2,457,983	$ 2,589,329

Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 182,327		$ 249,966
Less accumulated depreciation and amortization	(52,855)		(49,608)
Property, plant and equipment, net	129,472	$ 104,961	200,358
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	49,614		33,273
Land and buildings
Property, Plant and Equipment [Line Items]
Property and equipment, gross	46,555		46,650
Computer software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	28,529		19,062
Manufacturing equipment and machinery
Property, Plant and Equipment [Line Items]
Property and equipment, gross	27,321		25,837
Computer equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	13,364		13,679
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	11,095		8,155
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5,849		51,243
Build-to-suit facility
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 0		$ 52,067

Certain Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Certain Balance Sheet Items [Abstract]
Rebates and other sales deductions	$ 86,191		$ 86,495
Employee compensation and benefits	64,595		58,543
Current portion of operating lease liabilities	11,713
Inventory-related accruals	10,433		8,753
Clinical trial accruals	7,973		5,904
Selling and marketing accruals	6,705		6,780
Royalties	6,074		2,679
Professional fees	4,213		2,333
Accrued construction-in-progress	3,070		1,065
Sales returns reserve	2,872		2,510
Accrued interest	2,539		7,407
Derivative instrument liabilities	2,427		1,460
Accrued loss contingency	0		58,154
Other	29,935		22,804
Total accrued liabilities	$ 238,740	$ 273,052	$ 264,887

Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Long term debt outstanding	$ 1,776,002
Total debt	1,604,168	$ 1,596,412
Less current portion	33,387	33,387
Total long-term debt	1,570,781	1,563,025
Convertible Debt \| 2021 Notes
Debt Instrument [Line Items]
Long term debt outstanding	575,000	575,000
Unamortized discount and debt issuance costs	(44,566)	(60,910)
Total debt	530,434	514,090
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Long term debt outstanding	575,000	575,000
Unamortized discount and debt issuance costs	(123,310)	(138,914)
Total debt	451,690	436,086
Term Loan
Debt Instrument [Line Items]
Total debt	$ 622,044	$ 646,236

Debt - Narrative (Details) - Convertible Debt $ in Millions	Sep. 30, 2019 USD ($)
2021 Notes
Debt Instrument [Line Items]
Carrying value of the equity component	$ 126.9
2024 Notes
Debt Instrument [Line Items]
Carrying value of the equity component	$ 149.8
Jazz Investments I Limited
Debt Instrument [Line Items]
Percentage of ownership (as a percent)	100.00%

Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Debt Disclosure [Abstract]
2019 (remainder)	$ 8,347
2020	33,387
2021	608,387
2022	33,387
2023	517,494
Thereafter	575,000
Total	$ 1,776,002

Leases - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Leases - Lease Cost (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2019
Leases [Abstract]
Operating lease cost	$ 5,746	$ 17,672
Short-term lease cost	396	1,616
Variable lease cost	0	4
Sublease income	(158)	(478)
Net lease cost	$ 5,984	$ 18,814

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
Assets:
Operating lease assets	$ 141,878	$ 149,442	$ 0
Liabilities
Current portion of operating lease liabilities	11,713
Operating lease liabilities, less current portion	153,434	$ 153,158	$ 0
Total operating lease liabilities	$ 165,147

Leases - Weighted Average Terms and Discount Rates (Details)	Sep. 30, 2019
Leases [Abstract]
Weighted-average remaining lease term - operating leases (years)	10 years
Weighted-average discount rate - operating leases	5.30%

Leases - Supplemental Cash Flow Information (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	$ 11,758
Non-cash operating activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 153,048

Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Leases [Abstract]
2019 (remainder)	$ 4,531
2020	20,954
2021	20,843
2022	20,889
2023	21,260
Thereafter	128,294
Total lease payments	216,771
Less imputed interest	(51,624)
Present value of lease liabilities	$ 165,147

Commitments and Contingencies - Narrative (Details) $ in Millions	Sep. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Noncancelable purchase commitments due within one year	$ 79.8

Shareholders' Equity - Share Repurchase Programs (Details) - Ordinary Options - November 2016 Share Repurchase Program - USD ($) $ / shares in Units, shares in Millions	9 Months Ended
	Sep. 30, 2019	Oct. 31, 2019	Dec. 31, 2018	Nov. 30, 2018	Nov. 30, 2016
Stock Activity [Line Items]
Total amount authorized for repurchase of shares under share repurchase program			$ 1,020,000,000.00		$ 300,000,000.0
Total amount additionally authorized for repurchase of shares under share repurchase program			$ 400,000,000.0	$ 320,000,000.0
Shares repurchased	$ 191,100,000
Shares repurchased (in shares)	1.5
Average price of shares repurchased (in dollars per share)	$ 131.48
Remaining amount authorized for repurchase of shares	$ 188,100,000
Subsequent Event
Stock Activity [Line Items]
Total amount additionally authorized for repurchase of shares under share repurchase program		$ 500,000,000.0

Shareholders' Equity - Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 2,983,434	$ 2,730,447	$ 2,757,422	$ 2,869,752	$ 2,786,571	$ 2,713,097	$ 2,757,422	$ 2,713,097
Other comprehensive loss before reclassifications							(60,632)
Amounts reclassified from accumulated other comprehensive loss							(1,019)
Other comprehensive loss	(49,006)	10,238	(22,883)	(11,238)	(69,460)	42,057	(61,651)	(38,641)
Ending balance	3,054,405	2,983,434	2,730,447	3,027,317	2,869,752	2,786,571	3,054,405	3,027,317
Net Unrealized Gain (Loss) From Hedging Activities
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			3,557				3,557
Other comprehensive loss before reclassifications							(4,361)
Amounts reclassified from accumulated other comprehensive loss							(1,019)
Other comprehensive loss							(5,380)
Ending balance	(1,823)						(1,823)
Foreign Currency Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			(201,348)				(201,348)
Other comprehensive loss before reclassifications							(56,271)
Amounts reclassified from accumulated other comprehensive loss							0
Other comprehensive loss							(56,271)
Ending balance	(257,619)						(257,619)
Total Accumulated Other Comprehensive Loss
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(210,436)	(220,674)	(197,791)	(168,228)	(98,768)	(140,878)	(197,791)	(140,878)
Other comprehensive loss	(49,006)	10,238	(22,883)	(11,238)	(69,460)	42,057
Ending balance	$ (259,442)	$ (210,436)	$ (220,674)	$ (179,466)	$ (168,228)	$ (98,768)	$ (259,442)	$ (179,466)

Net Income per Ordinary Share - Basic and Diluted Net Income (Loss) per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net income	$ 102,276	$ 261,898	$ 85,201	$ 149,316	$ 92,321	$ 45,991	$ 449,375	$ 287,628
Denominator:
Weighted-average ordinary shares used in per share calculation - basic (in shares)	56,674			60,476			56,860	60,196
Dilutive effect of employee equity incentive and purchase plans (in shares)	764			1,381			787	1,297
Weighted-average ordinary shares used in per share calculation - diluted (in shares)	57,438			61,857			57,647	61,493
Net income per ordinary share:
Basic (in dollars per share)	$ 1.80			$ 2.47			$ 7.90	$ 4.78
Diluted (in dollars per share)	$ 1.78			$ 2.41			$ 7.80	$ 4.68

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Net Income per Ordinary Share - Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Exchangeable Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	5,504	5,504	5,504	5,504
Options, RSUs and ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	5,062	2,244	5,084	2,975

Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Disaggregation of Revenue [Line Items]
Total revenues	$ 537,702	$ 469,373	$ 1,580,021	$ 1,414,465
United States
Disaggregation of Revenue [Line Items]
Total revenues	492,366	429,729	1,436,160	1,290,775
Europe
Disaggregation of Revenue [Line Items]
Total revenues	35,037	30,816	106,956	94,165
All other
Disaggregation of Revenue [Line Items]
Total revenues	10,299	8,828	36,905	29,525
Product sales, net
Disaggregation of Revenue [Line Items]
Total revenues	532,321	465,197	1,559,075	1,402,139
Xyrem
Disaggregation of Revenue [Line Items]
Total revenues	425,644	357,251	1,207,173	1,030,036
Erwinaze/Erwinase
Disaggregation of Revenue [Line Items]
Total revenues	34,024	41,134	122,545	150,474
Defitelio/defibrotide
Disaggregation of Revenue [Line Items]
Total revenues	37,604	36,177	125,159	111,736
Vyxeos
Disaggregation of Revenue [Line Items]
Total revenues	29,581	21,038	89,886	75,217
Sunosi
Disaggregation of Revenue [Line Items]
Total revenues	987	0	987	0
Other
Disaggregation of Revenue [Line Items]
Total revenues	4,481	9,597	13,325	34,676
Royalties and contract revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 5,381	$ 4,176	$ 20,946	$ 12,326

Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Express Scripts
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	79.00%	76.00%	76.00%	73.00%
McKesson
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	12.00%	15.00%	14.00%	18.00%

Revenues - Narrative (Details) $ in Thousands	3 Months Ended	9 Months Ended
Revenues - Narrative (Details) $ in Thousands	Sep. 30, 2019 USD ($) agreement	Sep. 30, 2019 USD ($) agreement
Summary Of Deferred Revenue [Line Items]
Contract revenue recognized		$ 4,234
Minimum
Summary Of Deferred Revenue [Line Items]
Payment terms, range		30 days
Maximum
Summary Of Deferred Revenue [Line Items]
Payment terms, range		45 days
Nippon Shinyaku
Summary Of Deferred Revenue [Line Items]
Number of license, development and commercialization agreements \| agreement	2	2
Contract revenue recognized	$ 1,200	$ 4,200
Revenue, performance obligation, description of timing		The deferred revenue balances are being recognized over an average of four years representing the period over which we expect to perform our research and developments obligations under each agreement.

Revenues - Summary of Contract Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Change In Contract With Customer, Liability [Roll Forward]
Beginning balance	$ 14,995
Amount recognized within royalties and contract revenues	(4,234)
Ending balance	$ 10,761

Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 28,785	$ 25,103	$ 84,626	$ 75,718
Income tax benefit from share-based compensation expense	(4,106)	(3,552)	(12,246)	(12,066)
Total share-based compensation expense, net of tax	24,679	21,551	72,380	63,652
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	20,302	18,978	61,357	57,012
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	6,498	4,600	17,917	13,684
Cost of product sales
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 1,985	$ 1,525	$ 5,352	$ 5,022

Share-Based Compensation - Weighted-Average Assumptions and Resulting Grant Date Fair Value (Details) - Employee Stock Option - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items]
Shares underlying options granted (in shares)	198	117	1,597	1,349
Weighted-average grant date fair value (in dollars per share)	$ 40.62	$ 53.93	$ 42.32	$ 46.95
Weighted-average volatility (as a percent)	33.00%	32.00%	32.00%	35.00%
Weighted-average expected term	4 years 6 months	4 years 6 months	4 years 6 months	4 years 6 months
Range of risk-free rates, minimum (as a percent)	1.50%	2.70%	1.50%	2.20%
Range of risk-free rates, maximum (as a percent)	1.70%	2.80%	2.50%	2.80%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%

Share-Based Compensation - Restricted Units (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)	80	71	642	564
Grant date fair value (in dollars per share)	$ 135.90	$ 174.73	$ 138.50	$ 145.59

Share-Based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2019 USD ($)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Unrecognized compensation cost related to unvested stock option and RSUs	$ 116.1
Weighted-average period expected to be recognized	2 years 8 months 12 days
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested stock option and RSUs	$ 92.2
Weighted-average period expected to be recognized	2 years 8 months 12 days

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Taxes [Line Items]
Income tax provision (benefit)	$ 10,903	$ 19,348	$ (38,631)	$ 75,018
Effective income tax rate (as a percent)	9.50%	11.40%	(9.30%)	20.60%
Discrete income tax (benefit)			$ (112,300)
Ireland
Income Taxes [Line Items]
Ireland statutory income tax rate (as a percent)	12.50%		12.50%
Tax Year 2012 and 2013 \| France
Income Taxes [Line Items]
Proposed additional tax including interest and penalties			$ 41,000
Tax Year 2015 and 2016 and 2017 \| France
Income Taxes [Line Items]
Proposed additional tax including interest and penalties			$ 12,000

Subsequent Event - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Subsequent Event [Line Items]
Intangible asset amortization		$ 62,863	$ 46,989	$ 181,324	$ 154,955
Forecast \| Priority review voucher
Subsequent Event [Line Items]
Intangible asset amortization	$ 111,100