0001232524-24-000086 | 10-Q | XBRL Viewer

Debt

9 Months Ended

Sep. 30, 2024

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


	September 30, 2024		December 31, 2023
2024 Notes	$	—	$	575,000
Unamortized - debt issuance costs	—		(1,046)

2024 Notes, net	—		573,954

2026 Notes	1,000,000		1,000,000
Unamortized - debt issuance costs	(4,456)		(6,400)

2026 Notes, net	995,544		993,600

2030 Notes	1,000,000		—
Unamortized - debt issuance costs	(19,081)		—
2030 Notes, net	980,919		—

Secured Notes	1,482,824		1,480,214

Term Loan	2,652,515		2,665,174


Total debt	6,111,802		5,712,942
Less current portion	31,000		604,954
Total long-term debt	$	6,080,802	$	5,107,988

Credit Agreement

On May 5, 2021, the Company, Jazz Financing Lux S.à.r.l., or Jazz Lux, and certain of our other subsidiaries, as borrowers, or, collectively with the Company and Jazz Lux, the “Borrowers”, entered into the Credit Agreement by and among the Borrowers, the lenders and issuing banks from time to time party thereto, Bank of America, N.A., as administrative agent and U.S. Bank Trust Company, National Association, as collateral trustee, or the Credit Agreement. The Credit Agreement initially provided for (i) a seven-year $3.1 billion term loan B facility, or the Dollar Term Loan, which was drawn by Jazz Lux on the closing date thereof in U.S. dollars (ii) a seven-year €625.0 million term loan B facility, or the Euro Term Loan, which was drawn by Jazz Lux on the closing date thereof in Euros and (iii) a five-year $500.0 million revolving credit facility, or the Revolving Credit Facility.

In January 2024, Jazz Lux entered into an amendment, or the Repricing Amendment No.1, to the Credit Agreement. Upon entry into the Repricing Amendment No.1, certain existing lenders converted a portion of the outstanding Dollar Term Loan into a new tranche of U.S. dollar term loans, or the Tranche B-1 Dollar Term Loans, and Jazz Lux borrowed $201.9 million aggregate principal amount of additional Tranche B-1 Dollar Term Loans, the proceeds of which were used to repay the portion of the outstanding Dollar Term Loan that was not converted.

In July 2024, Jazz Lux entered into an amendment, or the Repricing Amendment No. 2, to the Credit Agreement, or the Amended Credit Agreement. Upon entry into the Amended Credit Agreement, certain existing lenders converted a portion of the outstanding Tranche B-1 Dollar Term Loans into a new tranche of U.S. dollar term loans, or the Tranche B-2 Dollar Term Loans, and Jazz Lux borrowed $289.6 million aggregate principal amount of additional Tranche B-2 Dollar Term Loans, the proceeds of which were used to repay the portion of the outstanding Tranche B-1 Dollar Term Loans that were not converted.

The Tranche B-2 Dollar Term Loans are a separate class of term loans under the Amended Credit Agreement with the same material terms (including with respect to maturity, prepayment, security, covenants and events of default) as the previously outstanding Tranche B-1 Dollar Term Loans and the initial Dollar Term Loan incurred on May 5, 2021, with the interest rate amended as described below and the credit spread adjustment removed. The principal amount of Tranche B-1 Dollar Term Loans outstanding immediately prior to the Repricing Amendment No. 2 and the outstanding principal amount of Tranche B-2 Dollar Term Loans immediately following the Repricing Amendment No.2, each totaled $2.7 billion.

The Tranche B-2 Dollar Term Loans bear interest at a rate equal to either (a) Term SOFR, or (b) the prime lending rate, in each case, plus an applicable margin. The applicable margin for the Tranche B-2 Dollar Term Loans is 2.25% (in the case of

Term SOFR borrowings) and 1.25% (in the case of borrowings at the prime lending rate), a decrease of 75 basis points from the applicable margin on the Tranche B-1 Dollar Term Loans. The Tranche B-2 Dollar Term Loans are subject to a Term SOFR floor of 0.50%. As of September 30, 2024, the interest rate and effective interest rate on the Tranche B-2 Dollar Term Loans were 7.10% and 8.27%, respectively. The Tranche B-2 Dollar Term Loans will amortize in quarterly installments equal to 0.286294791% of the initial aggregate principal amount thereof, with the remaining balance payable on May 5, 2028.

The applicable margin for the Revolving Credit Facility ranges from 3.25% to 2.75% (in the case of Term SOFR borrowings) and 2.25% to 1.75% (in the case of borrowings at the prime lending rate), depending on our first lien secured net leverage ratio level, any loans under the Revolving Credit Facility are not subject to a Term SOFR floor. The Revolving Credit Facility has a commitment fee payable on the undrawn amount ranging from 0.50% to 0.40% per annum based upon our first lien secured net leverage ratio. As of September 30, 2024, we had an undrawn Revolving Credit Facility totaling $500.0 million.

2030 Notes

In September 2024, Jazz Investments I Limited, or Jazz Investments, our wholly owned subsidiary, completed a private placement of $1.0 billion principal amount of the 2030 Notes.

Interest on the 2030 Notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, beginning on March 15, 2025, at a rate of 3.125% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2030 Notes. The 2030 Notes mature on September 15, 2030, unless earlier exchanged, redeemed or repurchased.

The holders of the 2030 Notes have the ability to require us to repurchase all or a portion of their 2030 Notes for cash at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date in the event we undergo a fundamental change (as defined in the indenture related to the 2030 Notes), such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from any of The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market (or any of their respective successors).

Additionally, the terms and covenants in the indenture related to the 2030 Notes include certain events of default after which the 2030 Notes may be due and payable immediately.

Prior to September 15, 2030, we may redeem the 2030 Notes, in whole but not in part, in connection with certain tax-related events. We also may redeem the 2030 Notes on or after September 20, 2027 and prior to June 15, 2030, in whole or in part (subject to the partial redemption limitation described in the indenture related to the 2030 Notes), if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The 2030 Notes are exchangeable at an initial exchange rate of 6.5339 ordinary shares per $1,000 principal amount of 2030 Notes, which is equivalent to an initial exchange price of approximately $153.05 per ordinary share. Upon exchange of the 2030 Notes, we will pay cash up to the aggregate principal amount of the 2030 Notes to be exchanged and pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at our election, in respect of the remainder, if any, of our exchange obligation in excess of the aggregate principal amount of the 2030 Notes being exchanged. The exchange rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes (as defined in the indenture related to the 2030 Notes) that occur prior to the maturity date or upon our issuance of a notice of redemption, we will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its 2030 Notes in connection with that make-whole fundamental change or exchange its 2030 Notes called (or deemed called) for redemption during the related redemption period. Prior to June 15, 2030, the 2030 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

Exchangeable Senior Notes

The Exchangeable Senior Notes were issued by Jazz Investments, 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.

The 2030 Notes are accounted for as a single liability measured at its amortized cost. The total liability is reflected net of issuance costs of $19.2 million which will be amortized over the term of the 2030 Notes. The effective interest rate of the 2030 Notes is 3.46%. During the three months ended September 30, 2024 we recognized interest expense of $2.3 million, of which $2.2 million related to the contractual coupon rate and $0.1 million related to the amortization of debt issuance costs.

The total liability of the 2026 Notes is reflected net of issuance costs of $15.3 million which will be amortized over the term of the 2026 Notes. The effective interest rate of the 2026 Notes is 2.26%. During the three months ended September 30, 2024 and 2023, we recognized interest expense of $5.7 million, of which $5.0 million related to the contractual coupon rate and $0.7 million related to the amortization of debt issuance costs, respectively. During the nine months ended September 30, 2024 and 2023, we recognized interest expense of $16.8 million, of which $15.0 million related to the contractual coupon rate and $1.8 million related to the amortization of debt issuance costs, respectively.

On August 15, 2024, the maturity date for the 2024 Notes, we repaid the $575.0 million aggregate principal amount, plus accrued and unpaid interest thereon. During the three months ended September 30, 2024, we recognized interest expense of $1.3 million, of which $1.0 million related to the contractual coupon rate and $0.3 million related to the amortization of debt issuance costs. During the three months ended September 30, 2023, we recognized interest expense of $2.5 million, of which $2.1 million related to the contractual coupon rate and $0.4 million related to the amortization of debt issuance costs. During the nine months ended September 30, 2024, we recognized interest expense of $6.4 million, of which $5.3 million related to the contractual coupon rate and $1.1 million related to the amortization of debt issuance costs. During the nine months ended September 30, 2023, we recognized interest expense of $7.6 million, of which $6.4 million related to the contractual coupon rate and $1.2 million related to the amortization of debt issuance costs, respectively.

Maturities

Scheduled maturities with respect to our long-term debt principal balances outstanding as of September 30, 2024 were as follows (in thousands):


Year Ending December 31,	Scheduled Long-Term Debt Maturities
2024 (remainder)	$	7,750
2025	31,000
2026	1,031,000
2027	31,000
2028	2,598,500
Thereafter	2,500,000
Total	$	6,199,250

Fair Value Measurement (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes, by major security type, our available-for-sale securities and derivative contracts as of September 30, 2024 and December 31, 2023, that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands):


	September 30, 2024				December 31, 2023
	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:
Money market funds	$	1,170,552	$	—	$	1,170,552	$	768,586	$	—	$	768,586
Time deposits	—		650,000		650,000		—		420,000		420,000
Foreign exchange forward contracts	—		8,364		8,364		—		18,035		18,035
Interest rate contracts	—		13		13		—		3,784		3,784
Totals	$	1,170,552	$	658,377	$	1,828,929	$	768,586	$	441,819	$	1,210,405
Liabilities:


Interest rate contracts	$	—	$	2,976	$	2,976	$	—	$	3,410	$	3,410
Foreign exchange forward contracts	—		—		—		—		681		681
Totals	$	—	$	2,976	$	2,976	$	—	$	4,091	$	4,091

Debt - 2030 Notes Narrative (Details) - Exchangeable Senior Notes Due 2030 - Convertible Debt	1 Months Ended	3 Months Ended
	Sep. 30, 2024 USD ($) customer $ / shares Rate	Sep. 30, 2024 USD ($) $ / shares
Debt Instrument [Line Items]
Debt instrument, face amount \| $	$ 1,000,000,000.0	$ 1,000,000,000.0
Interest rate (as a percent)	3.125%	3.125%
Debt instrument, convertible, threshold percentage of stock price trigger \| Rate	130.00%
Debt instrument, convertible, threshold trading days \| customer	20
Debt instrument, convertible, threshold consecutive trading days \| customer	30
Debt instrument, convertible, number of shares per principal amount basis (in shares)		0.0065339
Debt instrument, convertible, conversion price (in dollars per share) \| $ / shares	$ 153.05	$ 153.05
Jazz Securities Designated Activity Company
Debt Instrument [Line Items]
Redemption price, percentage \| Rate	100.00%

Net Income per Ordinary Share - Schedule of Basic and Diluted Net Income Per Ordinary Share Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net income	$ 215,055	$ 168,568	$ (14,618)	$ 146,820	$ 104,438	$ 69,420	$ 369,005	$ 320,678
Effect of interest on assumed conversions of Exchangeable Senior Notes, net of tax	1,028			5,912			10,761	19,951
Net income for dilutive net income per ordinary share	$ 216,083			$ 152,732			$ 379,766	$ 340,629
Denominator:
Weighted-average ordinary shares used in per share calculations - basic (in shares)	61,414			63,114			62,275	63,532
Dilutive effect of exchangeable senior notes (in shares)	1,325			7,560			4,721	8,549
Dilutive effect of employee equity incentive and purchase plans (in shares)	435			619			515	785
Weighted-average ordinary shares used in per share calculations - diluted (in shares)	63,174			71,293			67,511	72,866
Net income per ordinary share:
Basic (in dollars per share)	$ 3.50			$ 2.33			$ 5.93	$ 5.05
Diluted (in dollars per share)	$ 3.42			$ 2.14			$ 5.63	$ 4.67

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Ordinary Shares	Ordinary Shares Performance-Based Restricted Stock Units (PRSUs)	Non-voting Euro Deferred	Capital Redemption Reserve	Additional Paid-in Capital	Accumulated Other Comprehensive Loss	Retained Earnings
Beginning balance (in shares) at Dec. 31, 2022		63,214		4,000
Beginning balance at Dec. 31, 2022	$ 3,085,734	$ 6		$ 55	$ 472	$ 3,477,124	$ (1,125,509)	$ 733,586
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		188
Issuance of ordinary shares in conjunction with exercise of share options	21,228					21,228
Issuance of ordinary shares in conjunction with vesting of restricted stock units and performance-based restricted stock units (in shares)		585
Shares withheld for payment of employee's withholding tax liability	(43,266)					(43,266)
Share-based compensation	56,646					56,646
Other comprehensive (loss) income	145,279						145,279
Net (loss) income	69,420							69,420
Ending balance (in shares) at Mar. 31, 2023		63,987		4,000
Ending balance at Mar. 31, 2023	3,335,041	$ 6		$ 55	472	3,511,732	(980,230)	803,006
Beginning balance (in shares) at Dec. 31, 2022		63,214		4,000
Beginning balance at Dec. 31, 2022	3,085,734	$ 6		$ 55	472	3,477,124	(1,125,509)	733,586
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Other comprehensive (loss) income	90,110
Net (loss) income	320,678
Ending balance (in shares) at Sep. 30, 2023		62,945		4,000
Ending balance at Sep. 30, 2023	3,489,373	$ 6		$ 55	473	3,639,940	(1,035,399)	884,298
Beginning balance (in shares) at Mar. 31, 2023		63,987		4,000
Beginning balance at Mar. 31, 2023	3,335,041	$ 6		$ 55	472	3,511,732	(980,230)	803,006
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		28
Issuance of ordinary shares in conjunction with exercise of share options	2,003					2,003
Issuance of ordinary shares under employee stock purchase plan (in shares)		81
Issuance of ordinary shares under employee stock purchase plan	8,863					8,863
Issuance of ordinary shares in conjunction with vesting of restricted stock units and performance-based restricted stock units (in shares)		58
Shares withheld for payment of employee's withholding tax liability	(4,188)					(4,188)
Share-based compensation	61,705					61,705
Shares repurchased (in shares)		(756)
Shares repurchased	(95,594)				1			(95,595)
Other comprehensive (loss) income	113,407						113,407
Net (loss) income	104,438							104,438
Ending balance (in shares) at Jun. 30, 2023		63,398		4,000
Ending balance at Jun. 30, 2023	3,525,675	$ 6		$ 55	473	3,580,115	(866,823)	811,849
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		50
Issuance of ordinary shares in conjunction with exercise of share options	5,512					5,512
Issuance of ordinary shares in conjunction with vesting of restricted stock units and performance-based restricted stock units (in shares)		59
Shares withheld for payment of employee's withholding tax liability	(1,884)					(1,884)
Share-based compensation	56,197					56,197
Shares repurchased (in shares)		(562)
Shares repurchased	(74,371)							(74,371)
Other comprehensive (loss) income	(168,576)						(168,576)
Net (loss) income	146,820							146,820
Ending balance (in shares) at Sep. 30, 2023		62,945		4,000
Ending balance at Sep. 30, 2023	3,489,373	$ 6		$ 55	473	3,639,940	(1,035,399)	884,298
Beginning balance (in shares) at Dec. 31, 2023		62,255		4,000
Beginning balance at Dec. 31, 2023	3,736,997	$ 6		$ 55	473	3,699,954	(842,147)	878,656
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		7
Issuance of ordinary shares in conjunction with exercise of share options	494					494
Issuance of ordinary shares in conjunction with vesting of restricted stock units and performance-based restricted stock units (in shares)		686	80
Shares withheld for payment of employee's withholding tax liability	(49,296)					(49,296)
Share-based compensation	63,131					63,131
Other comprehensive (loss) income	(40,247)						(40,247)
Net (loss) income	(14,618)							(14,618)
Ending balance (in shares) at Mar. 31, 2024		63,028		4,000
Ending balance at Mar. 31, 2024	3,696,461	$ 6		$ 55	473	3,714,283	(882,394)	864,038
Beginning balance (in shares) at Dec. 31, 2023		62,255		4,000
Beginning balance at Dec. 31, 2023	3,736,997	$ 6		$ 55	473	3,699,954	(842,147)	878,656
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Other comprehensive (loss) income	238,750
Net (loss) income	369,005
Ending balance (in shares) at Sep. 30, 2024		60,443		4,000
Ending balance at Sep. 30, 2024	4,171,067	$ 6		$ 55	473	3,837,698	(603,397)	936,232
Beginning balance (in shares) at Mar. 31, 2024		63,028		4,000
Beginning balance at Mar. 31, 2024	3,696,461	$ 6		$ 55	473	3,714,283	(882,394)	864,038
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		4
Issuance of ordinary shares in conjunction with exercise of share options	54					54
Issuance of ordinary shares under employee stock purchase plan (in shares)		122
Issuance of ordinary shares under employee stock purchase plan	10,886					10,886
Issuance of ordinary shares in conjunction with vesting of restricted stock units and performance-based restricted stock units (in shares)		49
Shares withheld for payment of employee's withholding tax liability	(2,847)					(2,847)
Share-based compensation	56,738					56,738
Shares repurchased (in shares)		(1,458)
Shares repurchased	(161,428)							(161,428)
Other comprehensive (loss) income	(5,833)						(5,833)
Net (loss) income	168,568							168,568
Ending balance (in shares) at Jun. 30, 2024		61,745		4,000
Ending balance at Jun. 30, 2024	3,762,599	$ 6		$ 55	473	3,779,114	(888,227)	871,178
Increase (Decrease) in Shareholders' Equity [Roll Forward]
Issuance of ordinary shares in conjunction with exercise of share options (in shares)		1
Issuance of ordinary shares in conjunction with exercise of share options	17					17
Issuance of ordinary shares in conjunction with vesting of restricted stock units and performance-based restricted stock units (in shares)		69
Shares withheld for payment of employee's withholding tax liability	(1,605)					(1,605)
Share-based compensation	60,172					60,172
Shares repurchased (in shares)		(1,372)
Shares repurchased	(150,001)							(150,001)
Other comprehensive (loss) income	284,830						284,830
Net (loss) income	215,055							215,055
Ending balance (in shares) at Sep. 30, 2024		60,443		4,000
Ending balance at Sep. 30, 2024	$ 4,171,067	$ 6		$ 55	$ 473	$ 3,837,698	$ (603,397)	$ 936,232

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our income tax benefit was $14.5 million and $33.5 million for the three and nine months ended September 30, 2024, respectively, compared to $47.2 million and $86.8 million for the same periods in 2023, relating to tax arising on income or losses in Ireland, the U.K., the U.S. and certain other foreign jurisdictions and tax deficiencies from share based compensation, offset by deductions on subsidiary equity, foreign derived intangible income benefits and tax credits. The decrease in the income tax benefit for the three and nine months ended September 30, 2024 compared to the same periods in 2023 resulted primarily from changes in the mix of pre-tax income and losses across tax jurisdictions. Our net deferred tax liability is primarily related to acquired intangible assets, and is net of deferred tax assets related to 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 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. We file income tax returns in multiple tax jurisdictions, the most significant of which are Ireland, the U.K. and the U.S. (both at the federal level and in various state jurisdictions). For Ireland, we are no longer subject to income tax examinations by taxing authorities for the years prior to 2019. For the U.K., we are no longer subject to income tax examinations by taxing authorities for the years prior to 2016. The U.S. jurisdictions generally have statute 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), carryforwards that were generated in 2019 and earlier may still be adjusted upon examination by the taxing authorities. One of our subsidiaries is currently under examination by the Luxembourg taxing authorities for the years ended December 31, 2017, 2018 and 2019. In October 2022 and in January 2023, we received tax assessment notices from the Luxembourg taxing authorities for all years under examination relating to certain transfer pricing and other adjustments. The notices propose additional Luxembourg income tax of approximately $25.0 million, translated at the foreign exchange rate as September 30, 2024. We disagree with the proposed assessments and are contesting them vigorously. The Government of Ireland, the jurisdiction in which Jazz Pharmaceuticals Plc is incorporated, transposed the Global Minimum Tax Pillar Two rules into domestic legislation as part of the Finance (No. 2) Act 2023 (the "Finance Act"). The Finance Act closely follows the EU Minimum Tax Directive and certain OECD Guidance released to date. The Company is within the scope of these rules, which took effect from January 1, 2024. Under the new legislation, we are liable to pay a top-up tax for the difference between the Pillar Two effective tax rate per jurisdiction and the 15% minimum rate. The rules on how to calculate the 15% effective tax rate are detailed and highly complex and specific adjustments envisaged in the Pillar Two legislation can give rise to different effective tax rates compared to those calculated for accounting purposes. We will account for it as a current tax when it is incurred. We expect to be subject to the top-up tax in relation to our operations in Ireland, where the trading statutory tax rate is 12.5%, though the impact in 2024 is not significant. The proportion of our profit before tax which is subject to the top-up tax and our exposure to Pillar Two income taxes in future years will depend on factors such as future revenues, costs and foreign currency exchange rates. We will continue to monitor changes in law and guidance in relation to Pillar Two.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Debt - Exchangeable Senior Notes Narrative (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Aug. 15, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Repayments of convertible debt				$ 575,000	$ 0
Exchangeable Senior Notes Due 2030 \| Convertible Debt
Debt Instrument [Line Items]
Debt issuance costs		$ 19,200		$ 19,200
Effective interest rate (as a percent)		3.46%		3.46%
Interest expense, debt		$ 2,300
Contractual coupon rate interest expense		2,200
Amortization of debt issuance costs		100
2026 Notes \| Convertible Debt
Debt Instrument [Line Items]
Debt issuance costs		$ 15,300		$ 15,300
Effective interest rate (as a percent)		2.26%		2.26%
Interest expense, debt		$ 5,700	$ 5,700	$ 16,800	16,800
Contractual coupon rate interest expense		5,000	5,000	15,000	15,000
Amortization of debt issuance costs		700	700	1,800	1,800
2024 Notes \| Convertible Debt
Debt Instrument [Line Items]
Interest expense, debt		1,300	2,500	6,400	7,600
Contractual coupon rate interest expense		1,000	2,100	5,300	6,400
Amortization of debt issuance costs		$ 300	$ 400	$ 1,100	$ 1,200
Repayments of convertible debt	$ 575,000
Jazz Investments I Limited
Debt Instrument [Line Items]
Percentage of ownership (as a percent)		100.00%		100.00%

The Company and Summary of Significant Accounting Policies - Basis of Presentation (Narrative) (Details)	9 Months Ended
	Sep. 30, 2024 segment
Accounting Policies [Abstract]
Number of operating business segments	1

Share-Based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Sep. 30, 2024 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 RSU's, PRSUs, ESPP and share options	$ 347.2
Weighted-average period expected to be recognized	2 years 7 months 6 days
Performance-Based Restricted Stock Units (PRSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested RSU's, PRSUs, ESPP and share options	$ 37.3
Weighted-average period expected to be recognized	1 year 4 months 24 days
Performance-Based Restricted Stock Units (PRSUs) \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Achievement target, percentage of awards granted	0.00%
Performance-Based Restricted Stock Units (PRSUs) \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Achievement target, percentage of awards granted	200.00%
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested RSU's, PRSUs, ESPP and share options	$ 9.2
Weighted-average period expected to be recognized	1 year 1 month 6 days
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation cost related to unvested RSU's, PRSUs, ESPP and share options	$ 0.1
Weighted-average period expected to be recognized	3 months 18 days

Revenues - Schedule of Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer Concentration Risk	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
ESSDS
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	42.00%	47.00%	42.00%	49.00%
McKesson
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	13.00%	12.00%	12.00%	11.00%
ASD
Concentration Risk [Line Items]
Percentage of total revenues (as a percent)	10.00%	9.00%	9.00%	7.00%

Net Income per Ordinary Share

9 Months Ended

Sep. 30, 2024

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,
	2024		2023		2024		2023
Numerator:


Net income	$	215,055	$	146,820	$	369,005	$	320,678
Effect of interest on assumed conversions of Exchangeable Senior Notes, net of tax	1,028		5,912		10,761		19,951
Net income for dilutive net income per ordinary share	$	216,083	$	152,732	$	379,766	$	340,629

Denominator:
Weighted-average ordinary shares used in per share calculations - basic	61,414		63,114		62,275		63,532
Dilutive effect of Exchangeable Senior Notes	1,325		7,560		4,721		8,549
Dilutive effect of employee equity incentive and purchase plans	435		619		515		785
Weighted-average ordinary shares used in per share calculations - diluted	63,174		71,293		67,511		72,866

Net income per ordinary share:



Basic	$	3.50	$	2.33	$	5.93	$	5.05



Diluted	$	3.42	$	2.14	$	5.63	$	4.67

Potentially dilutive ordinary shares from our employee equity incentive and purchase plans are determined by applying the treasury stock method to the assumed vesting of outstanding restricted stock units, or RSUs, and performance-based restricted stock units, or PRSUs, the assumed exercise of share options and the assumed issuance of ordinary shares under our employee stock purchase plan, or ESPP. Potentially dilutive ordinary shares from the Exchangeable Senior Notes are determined by applying the if-converted method to the assumed issuance of ordinary shares upon exchange of the Exchangeable Senior Notes. In August 2023, we made an irrevocable election to fix the settlement method for exchanges of the 2024 Notes to a combination of cash and ordinary shares of the Company with a specified cash amount per $1,000 principal amount of the 2024 Notes of $1,000. As a result, the assumed issuance of ordinary shares upon exchange of the 2024 Notes has only been included in the calculation of diluted net income per ordinary share in the three and nine months ended September 30, 2023 up to the date the irrevocable election was made.

In July 2024, we made an irrevocable election to fix the settlement method for exchanges of the 2026 Notes to a combination of cash and ordinary shares of the Company with a specified cash amount per $1,000 principal amount of the 2026 Notes of $1,000. As a result, the assumed issuance of ordinary shares upon exchange of the 2026 Notes has only been included in the calculation of diluted net income per ordinary share in the three and nine months ended September 30, 2024, up to the date the irrevocable election was made.

For the 2030 Notes, we are required to settle the principal amount in cash and have the option to settle the conversion feature for the amount above the conversion price, or the conversion spread, in cash, ordinary shares or a combination of cash and ordinary shares. The conversion spread will have a dilutive impact on diluted net income per ordinary share when the average market price of our ordinary shares for a given period exceeds the conversion price of the 2030 Notes. For the three and nine months ended September 30, 2024, the 2030 Notes have been excluded from the computation of diluted net income per ordinary share, as the effect would be anti-dilutive since the conversion price of the 2030 Notes exceeded the average market price of our ordinary shares for the three and nine months ended September 30, 2024.

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,
	2024	2023	2024	2023

Employee equity incentive and purchase plans	4,465	2,501	4,701	3,091

Derivative Instruments and Hedging Activities - Schedule of Foreign Exchange Gain (Loss) Associated with Foreign Exchange Contracts Not Designated as Hedging Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivatives Not Designated as Hedging Instruments \| Foreign exchange forward contracts
Derivative [Line Items]
Gain (loss) recognized in foreign exchange loss	$ 14,396	$ (13,549)	$ 9,485	$ (8,921)

Revenues - Narrative (Details)	9 Months Ended
Revenues - Narrative (Details)	Sep. 30, 2024
Minimum
Financing and Payment [Line Items]
Payment terms, range	30 days
Maximum
Financing and Payment [Line Items]
Payment terms, range	65 days

Certain Balance Sheet Items

9 Months Ended

Sep. 30, 2024

Certain Balance Sheet Items [Abstract]

Certain Balance Sheet Items

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


	September 30, 2024		December 31, 2023
Manufacturing equipment and machinery	$	91,560	$	82,897
Leasehold improvements	71,950		67,722
Land and buildings	70,762		70,912
Computer software	41,847		38,134
Construction-in-progress	30,645		18,661
Computer equipment	17,530		15,398
Furniture and fixtures	8,942		9,273

Subtotal	333,236		302,997
Less accumulated depreciation and amortization	(156,814)		(133,351)
Property, plant and equipment, net	$	176,422	$	169,646

Accrued liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Rebates and other sales deductions	$	405,134	$	325,711
Employee compensation and benefits	125,497		121,209
Accrued royalties	40,923		30,706
Clinical trial accruals	37,620		44,757
Consulting and professional services	32,844		19,538
Sales return reserve	24,545		20,435
Selling and marketing accruals	24,539		14,743
Accrued interest	22,445		36,443
Current portion of lease liabilities	19,103		19,447
Inventory-related accruals	14,015		13,977


Accrued collaboration expenses	12,805		10,158
Accrued construction-in-progress	9,040		5,141
Accrued facilities expenses	5,439		55,455
Derivative instrument liabilities	572		681

Other	84,057		75,513
Total accrued liabilities	$	858,578	$	793,914

Debt - Credit Agreement Narrative (Details) € in Millions		1 Months Ended
Debt - Credit Agreement Narrative (Details) € in Millions	May 05, 2021 USD ($)	Jul. 31, 2024 USD ($) Rate	Sep. 30, 2024 USD ($) Rate	Jan. 31, 2024 USD ($)	May 05, 2021 EUR (€)
Line of Credit
Debt Instrument [Line Items]
Remaining borrowing capacity		$ 2,700,000,000
2021 Credit Agreement, Dollar Term Loan \| Line of Credit
Debt Instrument [Line Items]
Credit facility expiration period	7 years
Line of credit facility, maximum borrowing capacity	$ 3,100,000,000
Debt instrument, quarterly amortization rate, percentage			0.28629%
2021 Credit Agreement, Euro Term Loan \| Line of Credit
Debt Instrument [Line Items]
Credit facility expiration period	7 years
Line of credit facility, maximum borrowing capacity \| €					€ 625.0
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit
Debt Instrument [Line Items]
Credit facility expiration period	5 years
Line of credit facility, maximum borrowing capacity	$ 500,000,000
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity			$ 500,000,000
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage (as a percentage)		0.40%
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, commitment fee percentage (as a percentage)		0.50%
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) \| Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate		2.75%
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) \| Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate		3.25%
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Prime Rate \| Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate		1.75%
2021 Credit Agreement, Revolving Credit Facility \| Line of Credit \| Prime Rate \| Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Basis spread on variable rate		2.25%
Tranche B 1 Dollar Term Loan \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount				$ 201,900,000
Tranche B 2 Dollar Term Loan \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Decrease in basis spread on variable rate \| Rate		0.75%
Tranche B 2 Dollar Term Loan \| Line of Credit
Debt Instrument [Line Items]
Debt instrument, face amount		$ 289,600,000
Interest rate (as a percent) \| Rate			7.10%
Effective interest rate (as a percent) \| Rate			8.27%
Tranche B 2 Dollar Term Loan \| Line of Credit \| Secured Overnight Financing Rate (SOFR)
Debt Instrument [Line Items]
Basis spread on variable rate \| Rate		2.25%
Tranche B 2 Dollar Term Loan \| Line of Credit \| Secured Overnight Financing Rate (SOFR) \| Minimum
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Tranche B 2 Dollar Term Loan \| Line of Credit \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate \| Rate		1.25%

Shareholders' Equity (Tables)

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Components of Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of September 30, 2024 and December 31, 2023 were as follows (in thousands):


	Net Unrealized Gain From Hedging Activities		Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss
Balance at December 31, 2023	$	235	$	(842,382)	$	(842,147)


Other comprehensive income before reclassifications	1,572		241,218		242,790
Amounts reclassified from accumulated other comprehensive loss	(4,040)		—		(4,040)
Other comprehensive income (loss), net	(2,468)		241,218		238,750
Balance at September 30, 2024	$	(2,233)	$	(601,164)	$	(603,397)

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Gross Carrying Amount of Goodwill

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


Balance at December 31, 2023	$	1,753,130


Foreign exchange	51,516
Balance at September 30, 2024	$	1,804,646

Schedule of 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, 2024							December 31, 2023
	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	8.0	$	8,064,193	$	(2,919,976)	$	5,144,217	$	7,785,495	$	(2,367,456)	$	5,418,039
Manufacturing contracts	—	11,984		(11,984)		—		11,828		(11,828)		—
Trademarks	—	2,889		(2,889)		—		2,886		(2,886)		—


Total finite-lived intangible assets		$	8,079,066	$	(2,934,849)	$	5,144,217	$	7,800,209	$	(2,382,170)	$	5,418,039

Schedule of Estimated Future Amortization Expenses

Based on finite-lived intangible assets recorded as of September 30, 2024, 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
2024 (remainder)	$	162,109
2025	648,436
2026	648,436
2027	648,436
2028	647,104
Thereafter	2,389,696
Total	$	5,144,217

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

+ Details

Cash and Available-for-Sale Securities

9 Months Ended

Sep. 30, 2024

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, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	797,583	$	—	$	—	$	797,583	$	797,583	$	—
Time deposits	650,000		—		—		650,000		250,000		400,000
Money market funds	1,170,552		—		—		1,170,552		1,170,552		—
Totals	$	2,618,135	$	—	$	—	$	2,618,135	$	2,218,135	$	400,000


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	437,724	$	—	$	—	$	437,724	$	437,724	$	—
Time deposits	420,000		—		—		420,000		300,000		120,000
Money market funds	768,586		—		—		768,586		768,586		—
Totals	$	1,626,310	$	—	$	—	$	1,626,310	$	1,506,310	$	120,000

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. Interest income from available-for-sale securities was $26.0 million and $74.6 million in the three and nine months ended September 30, 2024, respectively, and $19.2 million and $44.4 million in the three and nine months ended September 30, 2023, respectively.

Derivative Instruments and Hedging Activities - Schedule of Offsetting Assets and Offsetting Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other non-current assets	Other non-current assets
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Other non-current liabilities	Other non-current liabilities
Pro Forma
Derivative assets
Gross Amounts of Recognized Assets/ Liabilities	$ 8,377	$ 21,819
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	8,377	21,819
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	(1,830)	(4,091)
Cash Collateral Received (Pledged)	0	0
Net Amount	6,547	17,728
Derivative liabilities
Gross Amounts of Recognized Assets/ Liabilities	(2,976)	(4,091)
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet	(2,976)	(4,091)
Gross Amounts Not Offset in the Consolidated Balance Sheet
Derivative Financial Instruments	1,830	4,091
Cash Collateral Received (Pledged)	0	0
Net Amount	$ (1,146)	$ 0

Net Income per Ordinary Share - Narrative (Details) - Convertible Debt - USD ($) $ in Thousands	Aug. 31, 2024	Jul. 31, 2024
2024 Notes
Debt Instrument [Line Items]
Irrevocable election for settlement method fix, maximum cash per $1,000 principal amount	$ 1
2026 Notes
Debt Instrument [Line Items]
Irrevocable election for settlement method fix, maximum cash per $1,000 principal amount		$ 1

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
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+ Details

The Company and Summary of Significant Accounting Policies - Concentrations of Risk (Narrative) (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Customer Concentration Risk \| Gross Accounts Receivable \| Five Customers
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	81.00%	79.00%
Customer Concentration Risk \| Gross Accounts Receivable \| ESSDS
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	41.00%	41.00%
Customer Concentration Risk \| Gross Accounts Receivable \| ASD Specialty Healthcare LLC
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	14.00%	13.00%
Customer Concentration Risk \| Gross Accounts Receivable \| McKesson
Concentration Risk [Line Items]
Percentage of gross accounts receivable (as a percent)	14.00%	11.00%
Foreign exchange forward contracts \| Derivatives Not Designated as Hedging Instruments
Concentration Risk [Line Items]
Notional amount	$ 292.7	$ 511.7
Net asset (liability) fair value	8.4
Interest Rate Swap \| Derivatives Designated as Hedging Instruments
Concentration Risk [Line Items]
Notional amount	500.0
Net asset (liability) fair value	$ (3.0)

Derivative Instruments and Hedging Activities - Schedule of Impact on Accumulated Other Comprehensive [Loss] and Earnings from Derivative Instruments that Qualified as Cash Flow Hedges (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive loss, net of tax	$ (5,197)	$ 3,539	$ 1,572	$ 9,218
Gain reclassified from accumulated other comprehensive loss to interest expense, net of tax	(1,340)	(1,289)	(4,040)	(2,060)
Cash Flow Hedges \| Interest rate contracts
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in accumulated other comprehensive loss, net of tax	(5,197)	3,539	1,572	9,218
Gain reclassified from accumulated other comprehensive loss to interest expense, net of tax	$ (1,340)	$ (1,289)	$ (4,040)	$ (2,060)

Certain Balance Sheet Items (Tables)

9 Months Ended

Sep. 30, 2024

Certain Balance Sheet Items [Abstract]

Schedule of Property, Plant and Equipment

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


	September 30, 2024		December 31, 2023
Manufacturing equipment and machinery	$	91,560	$	82,897
Leasehold improvements	71,950		67,722
Land and buildings	70,762		70,912
Computer software	41,847		38,134
Construction-in-progress	30,645		18,661
Computer equipment	17,530		15,398
Furniture and fixtures	8,942		9,273

Subtotal	333,236		302,997
Less accumulated depreciation and amortization	(156,814)		(133,351)
Property, plant and equipment, net	$	176,422	$	169,646

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Rebates and other sales deductions	$	405,134	$	325,711
Employee compensation and benefits	125,497		121,209
Accrued royalties	40,923		30,706
Clinical trial accruals	37,620		44,757
Consulting and professional services	32,844		19,538
Sales return reserve	24,545		20,435
Selling and marketing accruals	24,539		14,743
Accrued interest	22,445		36,443
Current portion of lease liabilities	19,103		19,447
Inventory-related accruals	14,015		13,977


Accrued collaboration expenses	12,805		10,158
Accrued construction-in-progress	9,040		5,141
Accrued facilities expenses	5,439		55,455
Derivative instrument liabilities	572		681

Other	84,057		75,513
Total accrued liabilities	$	858,578	$	793,914

Inventories

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Raw materials	$	24,819	$	25,595
Work in process	366,602		431,732
Finished goods	147,881		139,712
Total inventories	$	539,302	$	597,039

As of September 30, 2024 and December 31, 2023, inventories included $243.4 million and $328.0 million, respectively, related to the purchase accounting inventory fair value step-up on inventory acquired as part of our acquisition of GW.

Net Income per Ordinary Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of 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,
	2024		2023		2024		2023
Numerator:


Net income	$	215,055	$	146,820	$	369,005	$	320,678
Effect of interest on assumed conversions of Exchangeable Senior Notes, net of tax	1,028		5,912		10,761		19,951
Net income for dilutive net income per ordinary share	$	216,083	$	152,732	$	379,766	$	340,629

Denominator:
Weighted-average ordinary shares used in per share calculations - basic	61,414		63,114		62,275		63,532
Dilutive effect of Exchangeable Senior Notes	1,325		7,560		4,721		8,549
Dilutive effect of employee equity incentive and purchase plans	435		619		515		785
Weighted-average ordinary shares used in per share calculations - diluted	63,174		71,293		67,511		72,866

Net income per ordinary share:



Basic	$	3.50	$	2.33	$	5.93	$	5.05



Diluted	$	3.42	$	2.14	$	5.63	$	4.67

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023

Employee equity incentive and purchase plans	4,465	2,501	4,701	3,091

Goodwill and Intangible Assets - Schedule of Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 8,079,066	$ 7,800,209
Accumulated Amortization	(2,934,849)	(2,382,170)
Total	$ 5,144,217	5,418,039
Acquired developed technologies
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	8 years
Gross Carrying Amount	$ 8,064,193	7,785,495
Accumulated Amortization	(2,919,976)	(2,367,456)
Total	$ 5,144,217	5,418,039
Manufacturing contracts
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 11,984	11,828
Accumulated Amortization	(11,984)	(11,828)
Total	$ 0	0
Trademarks
Finite-Lived Intangible Assets [Line Items]
Remaining Weighted- Average Useful Life (In years)	0 years
Gross Carrying Amount	$ 2,889	2,886
Accumulated Amortization	(2,889)	(2,886)
Total	$ 0	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Shareholders' Equity - Schedule of Components of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 3,762,599	$ 3,696,461	$ 3,736,997	$ 3,525,675	$ 3,335,041	$ 3,085,734	$ 3,736,997	$ 3,085,734
Other comprehensive income before reclassifications							242,790
Amounts reclassified from accumulated other comprehensive loss							(4,040)
Other comprehensive income (loss), net	284,830	(5,833)	(40,247)	(168,576)	113,407	145,279	238,750	90,110
Ending balance	4,171,067	3,762,599	3,696,461	3,489,373	3,525,675	3,335,041	4,171,067	3,489,373
Total Accumulated Other Comprehensive Loss
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(888,227)	(882,394)	(842,147)	(866,823)	(980,230)	(1,125,509)	(842,147)	(1,125,509)
Other comprehensive income (loss), net	284,830	(5,833)	(40,247)	(168,576)	113,407	145,279
Ending balance	(603,397)	$ (888,227)	(882,394)	$ (1,035,399)	$ (866,823)	$ (980,230)	(603,397)	$ (1,035,399)
Net Unrealized Gain From Hedging Activities
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			235				235
Other comprehensive income before reclassifications							1,572
Amounts reclassified from accumulated other comprehensive loss							(4,040)
Other comprehensive income (loss), net							(2,468)
Ending balance	(2,233)						(2,233)
Foreign Currency Translation Adjustments
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance			$ (842,382)				(842,382)
Other comprehensive income before reclassifications							241,218
Amounts reclassified from accumulated other comprehensive loss							0
Other comprehensive income (loss), net							241,218
Ending balance	$ (601,164)						$ (601,164)

- Definition

Amount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.

+ References

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+ Details

The Company and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
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 audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10‑K for the year ended December 31, 2023. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual audited 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, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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, 2023. 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.
Adoption of New Accounting Standards and Recent Accounting Pronouncements	Adoption of New Accounting Standards In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, which requires enhanced disclosures about significant segment expenses. The amendments are effective retrospectively to all prior periods presented in the financial statements, for fiscal years beginning after December 15, 2023. The new guidance is not expected to have a material impact on our financial statement disclosures. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”, which requires enhanced tax disclosures providing greater disaggregation of information in the Company's effective tax rate reconciliation and disaggregates income taxes paid by jurisdiction. The amendments are effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of adopting this new accounting guidance.
Significant Risks and Uncertainties	Significant Risks and Uncertainties We expect that our business will continue to meaningfully depend on oxybate revenues; however, there is no guarantee that oxybate revenues will remain at current levels. In this regard, our ability to maintain oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the commercialization of Xywav for the treatment of IH in adults and adoption in that indication; competition from the introduction of two authorized generic, or AG, versions of high-sodium oxybate and a branded fixed-dose, high-sodium oxybate, Avadel’s Lumryz, for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, as well as potential future competition from additional AG versions of high-sodium oxybate and from generic versions of high-sodium oxybate and from other competitors; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to maintain adequate coverage and reimbursement for Xywav; increased rebates required to maintain access to our products; challenges to our intellectual property around Xywav and/or Xyrem, including from pending antitrust and intellectual property litigation; and continued acceptance of Xywav and Xyrem by physicians and patients. A significant decline in oxybate revenues could cause us to reduce our operating expenses or seek to raise additional funds and would have a material adverse effect on our business, financial condition, results of operations and growth prospects, including on our ability to acquire, in-license or develop new products to grow our business. In addition to risks related specifically to Xywav and Xyrem, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, and other 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: ongoing clinical research activity and related outcomes; obtaining regulatory approval of our late-stage product candidates, such as zanidatamab; effectively commercializing our approved products such as Epidiolex, Rylaze and Zepzelca; obtaining and maintaining adequate coverage and reimbursement for our products; contracting and rebates to pharmacy benefit managers and similar organizations that reduce our net revenue; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; regulatory concerns with controlled substances generally and the potential for abuse; future legislation; action by the U.S. Federal Government authorizing the sale, distribution, use, and insurance reimbursement of non-FDA approved cannabinoid products; delays or problems in the supply of our products; loss of single source suppliers or failure to comply with manufacturing regulations; delays or problems with third parties that are part of our manufacturing and supply chain; identifying, acquiring or in-licensing additional products or product candidates; our ability to realize the anticipated benefits of acquired or in-licensed products or product candidates, such as Epidiolex and zanidatamab, at the expected levels, with the expected costs and within the expected timeframe; pharmaceutical product development and the inherent uncertainty of clinical success; 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.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 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. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to our oxybate products, the API is manufactured for us by a single source supplier and the finished products are manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based supplier.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total revenues	$ 1,054,969	$ 972,140	$ 2,980,777	$ 2,822,269
Operating expenses:
Cost of product sales (excluding amortization of acquired developed technologies)	111,611	102,153	317,000	328,334
Selling, general and administrative	325,772	308,310	1,016,007	947,071
Research and development	199,919	234,402	643,500	633,050
Intangible asset amortization	157,457	154,883	468,410	456,731
Acquired in-process research and development	0	0	10,000	1,000
Total operating expenses	794,759	799,748	2,454,917	2,366,186
Income from operations	260,210	172,392	525,860	456,083
Interest expense, net	(58,702)	(71,497)	(186,841)	(219,114)
Foreign exchange loss	(701)	(1,377)	(1,887)	(566)
Income before income tax benefit and equity in loss (gain) of investees	200,807	99,518	337,132	236,403
Income tax benefit	(14,533)	(47,176)	(33,517)	(86,823)
Equity in loss (gain) of investees	285	(126)	1,644	2,548
Net income	$ 215,055	$ 146,820	$ 369,005	$ 320,678
Net income per ordinary share:
Basic (in dollars per share)	$ 3.50	$ 2.33	$ 5.93	$ 5.05
Diluted (in dollars per share)	$ 3.42	$ 2.14	$ 5.63	$ 4.67
Weighted-average ordinary shares used in per share calculations - basic (in shares)	61,414	63,114	62,275	63,532
Weighted-average ordinary shares used in per share calculations - diluted (in shares)	63,174	71,293	67,511	72,866
Product sales, net
Revenues:
Total revenues	$ 989,707	$ 938,398	$ 2,795,953	$ 2,769,604
Royalties and contract revenues
Revenues:
Total revenues	$ 65,262	$ 33,742	$ 184,824	$ 52,665

Certain Balance Sheet Items - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Certain Balance Sheet Items [Abstract]
Rebates and other sales deductions	$ 405,134	$ 325,711
Employee compensation and benefits	125,497	121,209
Accrued royalties	40,923	30,706
Clinical trial accruals	37,620	44,757
Consulting and professional services	32,844	19,538
Sales return reserve	24,545	20,435
Selling and marketing accruals	24,539	14,743
Accrued interest	22,445	36,443
Current portion of lease liabilities	19,103	19,447
Inventory-related accruals	14,015	13,977
Accrued collaboration expenses	12,805	10,158
Accrued construction-in-progress	9,040	5,141
Accrued facilities expenses	5,439	55,455
Derivative instrument liabilities	572	681
Other	84,057	75,513
Total accrued liabilities	$ 858,578	$ 793,914

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Net income	$ 215,055	$ 146,820	$ 369,005	$ 320,678
Other comprehensive income (loss):
Foreign currency translation adjustments	291,367	(170,826)	241,218	82,952
Unrealized gain (loss) on cash flow hedging activities, net of income tax (benefit) expense of $(1,727), $1,176, $522 and $3,063 respectively	(5,197)	3,539	1,572	9,218
Gain on cash flow hedging activities reclassified from accumulated other comprehensive loss to interest expense, net of income tax expense of $445, $428, $1,342 and $684 respectively	(1,340)	(1,289)	(4,040)	(2,060)
Other comprehensive income (loss)	284,830	(168,576)	238,750	90,110
Total comprehensive income (loss)	$ 499,885	$ (21,756)	$ 607,755	$ 410,788

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

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+ Details

Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 1,753,130
Foreign exchange	51,516
Goodwill, end of period	$ 1,804,646

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

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+ Details

Revenues (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule 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,
	2024		2023		2024		2023
Xywav	$	388,466	$	331,633	$	1,072,238	$	935,958
Xyrem	58,114		125,110		184,526		463,009

Epidiolex/Epidyolex	251,558		213,711		697,376		604,846
Sativex	4,586		4,627		13,704		14,531

Total Neuroscience	702,724		675,081		1,967,844		2,018,344
Rylaze/Enrylaze	98,780		104,859		309,359		292,479
Zepzelca	85,843		77,994		241,990		215,523
Defitelio/defibrotide	65,818		47,730		158,915		132,917
Vyxeos	34,313		29,827		109,348		100,583

Total Oncology	284,754		260,410		819,612		741,502
Other	2,229		2,907		8,497		9,758
Product sales, net	989,707		938,398		2,795,953		2,769,604
High-sodium oxybate AG royalty revenue	58,157		28,921		162,268		36,531
Other royalty and contract revenues	7,105		4,821		22,556		16,134
Total revenues	$	1,054,969	$	972,140	$	2,980,777	$	2,822,269

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,
	2024		2023		2024		2023
United States	$	953,669	$	884,579	$	2,686,486	$	2,579,401
Europe	77,318		68,971		230,821		194,198
All other	23,982		18,590		63,470		48,670
Total revenues	$	1,054,969	$	972,140	$	2,980,777	$	2,822,269

Schedule of Percentage of Total Revenues from Customers

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,
	2024		2023		2024		2023
ESSDS	42	%	47	%	42	%	49	%
McKesson	13	%	12	%	12	%	11	%
ASD	10	%	9	%	9	%	7	%

Revenues - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Total revenues	$ 1,054,969	$ 972,140	$ 2,980,777	$ 2,822,269
United States
Disaggregation of Revenue [Line Items]
Total revenues	953,669	884,579	2,686,486	2,579,401
Europe
Disaggregation of Revenue [Line Items]
Total revenues	77,318	68,971	230,821	194,198
All other
Disaggregation of Revenue [Line Items]
Total revenues	23,982	18,590	63,470	48,670
Product sales, net
Disaggregation of Revenue [Line Items]
Total revenues	989,707	938,398	2,795,953	2,769,604
Total Neuroscience
Disaggregation of Revenue [Line Items]
Total revenues	702,724	675,081	1,967,844	2,018,344
Xywav
Disaggregation of Revenue [Line Items]
Total revenues	388,466	331,633	1,072,238	935,958
Xyrem
Disaggregation of Revenue [Line Items]
Total revenues	58,114	125,110	184,526	463,009
Epidiolex/Epidyolex
Disaggregation of Revenue [Line Items]
Total revenues	251,558	213,711	697,376	604,846
Sativex
Disaggregation of Revenue [Line Items]
Total revenues	4,586	4,627	13,704	14,531
Total Oncology
Disaggregation of Revenue [Line Items]
Total revenues	284,754	260,410	819,612	741,502
Rylaze/Enrylaze
Disaggregation of Revenue [Line Items]
Total revenues	98,780	104,859	309,359	292,479
Zepzelca
Disaggregation of Revenue [Line Items]
Total revenues	85,843	77,994	241,990	215,523
Defitelio/defibrotide
Disaggregation of Revenue [Line Items]
Total revenues	65,818	47,730	158,915	132,917
Vyxeos
Disaggregation of Revenue [Line Items]
Total revenues	34,313	29,827	109,348	100,583
Other
Disaggregation of Revenue [Line Items]
Total revenues	2,229	2,907	8,497	9,758
High-sodium oxybate AG royalty revenue
Disaggregation of Revenue [Line Items]
Total revenues	58,157	28,921	162,268	36,531
Other royalty and contract revenues
Disaggregation of Revenue [Line Items]
Total revenues	$ 7,105	$ 4,821	$ 22,556	$ 16,134

Cash and Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Investments, Debt and Equity Securities [Abstract]
Interest income from available-for-sale securities	$ 26.0	$ 19.2	$ 74.6	$ 44.4

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Taxes [Line Items]
Income tax benefit	$ 14,533	$ 47,176	$ 33,517	$ 86,823
Foreign Tax Authority \| Luxembourg Inland Revenue
Income Taxes [Line Items]
Proposed additional tax including interest and penalties			$ 25,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Certain Balance Sheet Items - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 333,236	$ 302,997
Less accumulated depreciation and amortization	(156,814)	(133,351)
Property, plant and equipment, net	176,422	169,646
Manufacturing equipment and machinery
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	91,560	82,897
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	71,950	67,722
Land and buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	70,762	70,912
Computer software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	41,847	38,134
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	30,645	18,661
Computer equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	17,530	15,398
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 8,942	$ 9,273

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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		60,454,592
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal period Focus	Q3
Entity Central Index Key	0001232524
Current Fiscal Year End Date	--12-31

Share-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Selling, general and administrative	$	37,101	$	35,268	$	112,451	$	113,155
Research and development	18,927		16,635		55,030		49,346
Cost of product sales	3,732		4,212		10,374		11,399
Total share-based compensation expense, pre-tax	59,760		56,115		177,855		173,900
Income tax benefit from share-based compensation expense	(12,190)		(9,792)		(25,218)		(29,533)
Total share-based compensation expense, net of tax	$	47,570	$	46,323	$	152,637	$	144,367

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,
	2024		2023		2024		2023
RSUs granted (in thousands)	102		91		2,112		1,728
Grant date fair value	$	110.55	$	134.33	$	118.31	$	145.05

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.

Performance-Based Restricted Stock Units

The Compensation & Management Development Committee of our board of directors and, in the case of our Chief Executive Officer, the independent members of our board of directors, approved awards of PRSUs to certain employees of the Company, subject to vesting on the achievement of certain commercial and pipeline performance criteria to be assessed over a performance period from the date of the grant to December 31, 2024, December 31, 2025 and December 31, 2026, respectively. The number of shares that will be awarded is determined based on the Company’s achievement with respect to the performance criteria. For PRSUs granted prior to 2024, the amount of shares awarded will be subject to adjustment based on the application of a relative total shareholder return, or TSR, modifier. For PRSUs granted in 2024, the relative TSR represents one of the performance metrics. In both cases, the number of shares that may be earned ranges between 0% and 200% of the target number of PRSUs granted.

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
PRSUs granted (in thousands)	58		13		371		270
Grant date fair value	$	107.07	$	142.65	$	130.58	$	157.01

For the PRSUs granted that are subject to a market condition, the grant date fair value for such PRSUs was based on a Monte Carlo simulation model. For PRSUs granted without a market condition, the fair value is determined based on the market price of our ordinary shares on the date of grant. The Company evaluated the performance targets in the context of its current long-range financial plan and its product candidate development pipeline and recognized expense based on the probable number of awards that will ultimately vest.

As of September 30, 2024, compensation cost not yet recognized related to unvested RSUs, PRSUs, ESPP and share options was $347.2 million, $37.3 million, $9.2 million and $0.1 million, respectively, which is expected to be recognized over a weighted-average period of 2.6 years, 1.4 years, 1.1 years and 0.3 years, respectively.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
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, 2024 and December 31, 2023. 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. Legal Proceedings We are involved in legal proceedings, including the following matters: Xyrem Antitrust Litigation From June 2020 to May 2022, a number of lawsuits were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with generic drug manufacturers who had filed Abbreviated New Drug Applications, or ANDA, violate state and federal antitrust and consumer protection laws, as follows: On June 17, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by Blue Cross and Blue Shield Association, or BCBS, against Jazz Pharmaceuticals plc, Jazz Pharmaceuticals, Inc., and Jazz Pharmaceuticals Ireland Limited, or, collectively, the Company Defendants (hereinafter referred to as the BCBS Lawsuit). The BCBS Lawsuit also names Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA), Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., and Lupin Inc., or, collectively, the BCBS Defendants. On June 18 and June 23, 2020, respectively, two additional class action lawsuits were filed against the Company Defendants and the BCBS Defendants: one by the New York State Teamsters Council Health and Hospital Fund in the United States District Court for the Northern District of California, and another by the Government Employees Health Association Inc. in the United States District Court for the Northern District of Illinois (hereinafter referred to as the GEHA Lawsuit). On June 18, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of California by the City of Providence, Rhode Island, on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc, and Roxane Laboratories, Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals USA Inc., and Hikma Pharmaceuticals plc, or, collectively, the City of Providence Defendants. On June 30, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by UFCW Local 1500 Welfare Fund on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals Ireland Ltd., Jazz Pharmaceuticals, Inc., Roxane Laboratories, Inc., Hikma Pharmaceuticals plc, Eurohealth (USA), Inc. and West-Ward Pharmaceuticals Corp., or collectively the UFCW Defendants (hereinafter referred to as the UFCW Lawsuit). On July 13, 2020, the plaintiffs in the BCBS Lawsuit and the GEHA Lawsuit dismissed their complaints in the United States District Court for the Northern District of Illinois and refiled their respective lawsuits in the United States District Court for the Northern District of California. On July 14, 2020, the plaintiffs in the UFCW Lawsuit dismissed their complaint in the United States District Court for the Northern District of Illinois and on July 15, 2020, refiled their lawsuit in the United States District Court for the Northern District of California. On July 31, 2020, a class action lawsuit was filed in the United States District Court for the Southern District of New York by the A.F. of L.-A.G.C. Building Trades Welfare Plan on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc (hereinafter referred to as the AFL Plan Lawsuit). The AFL Plan Lawsuit also names Roxane Laboratories Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc. On August 14, 2020, an additional class action lawsuit was filed in the United States District Court for the Southern District of New York by the Self-Insured Schools of California on behalf of itself and all others similarly situated, against the Company Defendants, as well as Hikma Pharmaceuticals plc, Eurohealth (USA) Inc., Hikma Pharmaceuticals USA, Inc., West-Ward Pharmaceuticals Corp., Roxane Laboratories, Inc., Amneal Pharmaceuticals LLC, Endo International, plc, Endo Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., Lupin Inc., Sun Pharmaceutical Industries Ltd., Sun Pharmaceutical Holdings USA, Inc., Sun Pharmaceutical Industries, Inc., Ranbaxy Laboratories Ltd., Teva Pharmaceutical Industries Ltd., Watson Laboratories, Inc., Wockhardt Ltd., Morton Grove Pharmaceuticals, Inc., Wockhardt USA LLC, Mallinckrodt plc, and Mallinckrodt LLC (hereinafter referred to as the Self-Insured Schools Lawsuit). On September 16, 2020, an additional class action lawsuit was filed in the United States District Court for the Northern District of California, by Ruth Hollman on behalf of herself and all others similarly situated, against the same defendants named in the Self-Insured Schools Lawsuit. In December 2020, the above cases were centralized and transferred to the United States District Court for the Northern District of California, where the multidistrict litigation will proceed for the purpose of discovery and pre-trial proceedings. On March 18, 2021, United Healthcare Services, Inc. filed a lawsuit in the United States District Court for the District of Minnesota against the Company Defendants, Hikma Pharmaceuticals plc, Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA) Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., and Lupin Pharmaceuticals, Inc., raising similar allegations, or the UHS Lawsuit. On March 24, 2021, the U.S. Judicial Panel on Multidistrict Litigation conditionally transferred the UHS Lawsuit to the United States District Court for the Northern District of California, where it was consolidated for discovery and pre-trial proceedings with the other cases. On August 13, 2021, the United States District Court for the Northern District of California granted in part and denied in part the Company Defendants' motion to dismiss the complaints in the cases referenced above. On October 8, 2021, Humana Inc. filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. On October 8, 2021, Molina Healthcare Inc. filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. On February 17, 2022, Health Care Service Corporation filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. On April 19, 2023, the Court held a hearing on class certification in the consolidated multi-district litigation referenced above. On May 12, 2023, the Court granted the plaintiffs’ motion and preliminarily certified classes of Xyrem purchasers seeking monetary and injunctive relief. The Court excluded Xywav purchasers from the classes. On April 26, 2024, we, Hikma, and the plaintiffs filed motions for summary judgment. The Court held oral argument on these motions on July 19, 2024. On August 26, 2024, the Court issued a decision granting in part and denying in part the parties’ motions for summary judgment. On June 13, 2024, we filed a motion to decertify the class. On June 28, 2024, the plaintiffs filed a motion to amend the definition of the certified class. The Court held oral argument on these motions on August 22, 2024. On October 18, 2024, the Court issued a decision denying our motion to decertify the class and granting the plaintiffs’ motion to amend the class definition. On November 1, 2024, we filed a petition with the United States Court of Appeals for the Ninth Circuit seeking leave to appeal the Court’s decision amending the class definition. The Ninth Circuit has not yet ruled on the petition. Trial in this matter has been rescheduled for May 19, 2025. On January 13, 2023, Amneal Pharmaceuticals LLC, Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, notified the Court that they had reached a settlement-in-principle with the class action plaintiffs. On April 19, 2023, the Court held a hearing on a motion for preliminary approval of this proposed settlement. On May 12, 2023, the Court granted the motion for preliminary approval of the proposed settlement. On January 11, 2024, the Court held a hearing on the motion for final approval of the proposed settlement. The Court deferred ruling and scheduled a further hearing for final approval of the proposed settlement on April 17, 2024. During February and March 2024, the parties notified the Court of settlements between certain non-class action plaintiffs and each of Amneal and Lupin, and the Court dismissed those plaintiffs’ claims against the applicable parties. On April 17, 2024, the Court issued an order granting the motion for final approval of the settlement between the class action plaintiffs, Amneal, and Lupin. On December 11, 2023, Blue Cross and Blue Shield of Florida, Inc. and Health Options, Inc. filed a lawsuit in the United States District Court for the Middle District of Florida against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., and Eurohealth (USA), Inc., raising similar allegations. On January 23, 2024, the Blue Cross Florida case was transferred to the United States District Court for the Northern District of California and consolidated with the above referenced multidistrict litigation for pretrial purposes. On May 9, 2022, Aetna Inc., or Aetna, filed a lawsuit in the Superior Court of California for the County of Alameda against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations. On December 27, 2022, the Court granted in part and denied in part our motion to dismiss Aetna’s complaint. As a result of that ruling, the generic defendants have been dismissed from the case, and certain of Aetna’s claims against Jazz have been dismissed. On January 27, 2023, Aetna filed an amended complaint against Jazz. On March 22, 2023, we filed motions to dismiss and to strike portions of the amended complaint. On June 26, 2023, the Court granted our motions, and granted Aetna leave to further amend its complaint. On November 17, 2023, Aetna filed its second amended complaint. On February 2, 2024, we filed our answer to the second amended complaint and Hikma filed a motion to quash service. The Court scheduled a hearing on Hikma’s motion for December 4, 2024. The Court has not set a further schedule in this case. The plaintiffs in certain of these lawsuits are seeking to represent a class of direct purchasers of Xyrem, and the plaintiffs in the remaining lawsuits are seeking to represent a class of indirect purchasers of Xyrem. Each of the lawsuits generally alleges violations of U.S. federal and state antitrust, consumer protection, and unfair competition laws in connection with the Company Defendants’ conduct related to Xyrem, including actions leading up to, and entering into, patent litigation settlement agreements with each of the other named defendants. Each of the lawsuits seeks monetary damages, exemplary damages, equitable relief against the alleged unlawful conduct, including disgorgement of profits and restitution, and injunctive relief. It is possible that additional lawsuits will be filed against the Company Defendants making similar or related allegations. If the plaintiffs were to be successful in their claims, they may be entitled to injunctive relief or we may be required to pay significant monetary damages, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. Patent Infringement Litigation Avadel Litigation On May 13, 2021, we filed a patent infringement suit against Avadel Pharmaceuticals plc, or Avadel, and several of its corporate affiliates in the United States District Court for the District of Delaware. The suit alleges that Avadel’s Lumryz will infringe five of our patents related to controlled release formulations of oxybate and the safe and effective distribution of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe these patents, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product will not infringe our patents. Avadel filed a motion for partial judgment on the pleadings on its counterclaim that one of our patents should be delisted from FDA's Orange Book, or the Orange Book. On November 18, 2022, the Court issued an order that we delist the patent from the Orange Book. On November 22, 2022, we filed a notice of appeal to the United States Court of Appeals for the Federal Circuit. The Federal Circuit temporarily stayed the District Court’s delisting order. On February 24, 2023, the Federal Circuit affirmed the District Court’s delisting order, lifted the temporary stay, and gave Jazz 14 days to request that FDA delist the patent from the Orange Book. Jazz complied with the Federal Circuit’s order and requested delisting on February 28, 2023. On March 3, 2023, we and Avadel stipulated to the dismissal without prejudice of the claims and counterclaims related to infringement and validity of the delisted patent in both this suit and a later-filed suit described below related to the same patent. On August 4, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware. The second suit alleges that Avadel’s Lumryz will infringe a newly-issued patent related to sustained-release formulations of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product will not infringe our patents. On November 10, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware. The third suit alleges that Avadel’s Lumryz will infringe a newly-issued patent related to sustained-release formulations of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product will not infringe our patents. On April 14, 2022, Avadel sued us in the United States District Court for the District of Delaware. Avadel’s suit alleges that we misappropriated trade secrets related to Avadel’s once-nightly sodium oxybate development program and breached certain contracts between the parties. Avadel seeks monetary damages, an injunction preventing us from using Avadel’s confidential information, and an order directing the United States Patent and Trademark Office to modify the inventorship of one of our oxybate patents. On July 8, 2022, we filed a motion for judgment on the pleadings, which the Court denied on July 18, 2023. The denial is not a ruling that Jazz misappropriated Avadel‘s trade secrets or breached any contract. The case will go forward in discovery and the Court instructed the parties to submit a proposed scheduling order. On June 7, 2022, we received notice from Avadel that it had filed a "paragraph IV certification" regarding one patent listed in the Orange Book for Xyrem. A paragraph IV certification is a certification by a generic applicant that alleges that patents covering the branded product are invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product. On July 15, 2022, we filed an additional lawsuit against Avadel asserting infringement of that patent. The suit alleges that the filing of Avadel’s application for approval of FT218 is an act of infringement, and that Avadel’s product would infringe the patent if launched. The suit seeks an injunction to prevent Avadel from launching a product that would infringe the patent, and an award of damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patent is invalid, that its product would not infringe, and that by listing the patent in the Orange Book, we engaged in unlawful monopolization in violation of the Sherman Act. On December 9, 2022, we filed a motion to dismiss Avadel’s counterclaims. On June 29, 2023, we filed a motion seeking leave to supplement our motion to dismiss, as well as a motion to stay discovery pending resolution of the motion to dismiss. As noted above, on March 3, 2023, we and Avadel stipulated to the dismissal without prejudice of the claims and counterclaims related to infringement and validity of the delisted patent. On November 1, 2023, the Court held a claim construction hearing relating to disputed terms in the asserted patents. On December 15, 2023, the Court issued a written opinion and order resolving the parties’ remaining claim construction disputes. On November 20, 2023, we and Avadel each filed motions for summary judgment. On February 14, 2024, the Court issued a written opinion and order denying both parties’ motions for summary judgment. Trial regarding our patent infringement claims against Avadel began on February 26, 2024, and concluded on March 4, 2024, with the jury finding both of our asserted patents valid, and awarding us damages for infringement for Avadel’s past sales of Lumryz. On April 12, 2024, we filed a motion for a permanent injunction and ongoing royalties. On August 27, 2024, the Court granted our motion for an injunction in part, and requested additional briefing about ongoing royalties. The issued injunction prevents Avadel from seeking FDA approval or marketing Lumryz for the treatment of idiopathic hypersomnia or other indications not already a part of Lumryz’s product labeling as of March 4, 2024, and enjoins Avadel from infringing in any way Claim 24 of our ’782 patent by making, using or selling Lumryz through and including the February 2036 expiration date of the ’782 patent, subject to certain exclusions including, among other things (i) for the treatment of narcolepsy, (ii) for the treatment of patients who have been prescribed Lumryz as of the effective date of the injunction conditioned on the payment of an amount to be determined and (iii) in clinical trials and studies ongoing as of the effective date of the injunction. The Court also granted our motion for an ongoing royalty for any future sale of Lumryz to patients with narcolepsy at a rate to be determined based upon further briefing by the parties on the appropriate ongoing rate above 3.5%. Avadel is appealing this injunction to the United States Court of Appeals for the Federal Circuit. The Federal Circuit has said the appeal will be placed on its February 2025 oral argument calendar. Avadel filed a motion with the district court for a stay of the injunction pending appeal, which the district court denied. Avadel also filed a motion to stay the injunction pending appeal with the Federal Circuit, which the Federal Circuit granted to the limited extent that the injunction enjoins initiating new clinical trials or studies and denied in all other respects. The Court scheduled a trial regarding Avadel’s counterclaims for unlawful monopolization for November 3, 2025 and a trial regarding Avadel’s trade secret misappropriation claims for December 15, 2025. On March 13, 2024 and March 19, 2024, we filed motions to stay Avadel’s unlawful monopolization counterclaim and trade secret claims, respectively, pending resolution of post-trial motions and potential appeals in the patent infringement suit. On May 24, 2024, the Court denied the motion to stay the unlawful monopolization counterclaim and the previously-filed motion to dismiss the same. On June 7, 2024, we filed a motion for reargument or, in the alternative, to certify the decision for interlocutory appeal. That motion remains pending and no hearing date has been set. The Court stayed Avadel’s trade secret misappropriation claims pending appeal of the injunction in the related patent matter. We filed a further motion to stay the unlawful monopolization counterclaims, which remains pending. On July 21, 2022, Avadel filed a lawsuit against FDA in the United States District Court for the District of Columbia, challenging FDA’s determination that Avadel was required to file a paragraph IV certification regarding one of our Orange Book listed patents. Avadel filed a motion for preliminary injunction or, in the alternative, summary judgment, seeking relief including a declaration that FDA’s decision requiring patent certification was unlawful, an order setting aside that decision, an injunction prohibiting FDA from requiring such certification as a precondition to approval of its application for FT218, and an order requiring FDA to take final action on Avadel’s application for approval of FT218 within 14 days of the Court’s ruling. On July 27, 2022, we filed a motion to intervene in that case, which the Court granted. The Court held a hearing on the parties’ respective motions for summary judgment on October 7, 2022. On November 3, 2022, the Court granted our and FDA’s motions for summary judgment and denied Avadel’s motion. Xywav Patent Litigation In June 2021, we received notice from Lupin Inc., or Lupin, that it has filed with FDA an ANDA, for a generic version of Xywav. The notice from Lupin included a paragraph IV certification with respect to ten of our patents listed in FDA’s Orange Book for Xywav on the date of our receipt of the notice. The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications. In July 2021, we filed a patent infringement suit against Lupin in the United States District Court for the District of New Jersey. The complaint alleges that by filing its ANDA, Lupin has infringed ten of our Orange Book listed patents. We are seeking a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe our patents. As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on Lupin's ANDA. In June 2021, FDA recognized seven years of Orphan Drug Exclusivity for Xywav through July 21, 2027. On October 4, 2021, Lupin filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. In April 2022, we received notice from Lupin that it had filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav. On May 11, 2022, we filed an additional lawsuit against Lupin in the United States District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent related to a method of treatment when Xywav is administered concomitantly with certain other medications. The suit seeks a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe our patent. On June 22, 2022, the Court consolidated the two lawsuits we filed against Lupin. In November 2022, we received notice from Lupin that it had filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav. On January 19, 2023, we filed an additional lawsuit against Lupin in the United States District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent referenced in its November 2022 paragraph IV certification, as well as another patent that issued in January 2023. The suit seeks a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe the two patents in suit. On February 15, 2023, the Court consolidated the new lawsuit with the two suits we previously filed against Lupin. No trial date has been set in the consolidated case against Lupin. In February 2023, we received notice from Teva Pharmaceuticals, Inc., or Teva, that it had filed with FDA an ANDA for a generic version of Xywav. The notice from Teva included a paragraph IV certification with respect to thirteen of our patents listed in FDA’s Orange Book for Xywav on the date of the receipt of the notice. The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications. In March 2023, we filed a patent infringement suit against Teva in the United States District Court for the District of New Jersey. The complaint alleges that by filing its ANDA, Teva has infringed thirteen of our Orange Book listed patents. We are seeking a permanent injunction to prevent Teva from introducing a generic version of Xywav that would infringe our patents. As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on Teva’s ANDA. On May 23, 2023, Teva filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. On December 15, 2023, based on a stipulation between all parties, the Court consolidated the Lupin lawsuits and the Teva lawsuit for all purposes. No trial date has been set in the consolidated case. In July 2024, we received notices from Lupin and Teva that they had each filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav. On August 27, 2024, we filed an additional lawsuit in the United States District Court for the District of New Jersey against each of Lupin and Teva, alleging that, by filing its ANDA, each party infringed the newly-issued patent related to a method of treatment using Xywav. The suits seek orders that the effective date of FDA approval of each defendant’s application shall be a date no earlier than the expiration of the newly-issued patent. Epidiolex Patent Litigation In November and December 2022, we received notices from: Teva Pharmaceuticals, Inc.; Padagis US LLC; Apotex Inc.; API Pharma Tech LLC and InvaGen Pharmaceuticals, Inc.; Lupin Limited; Taro Pharmaceutical Industries Ltd.; Zenara Pharma Private Limited and Biophore Pharma, Inc.; MSN Laboratories Pvt. Ltd. and MSN Pharmaceuticals, Inc.; Alkem Laboratories Ltd.; and Ascent Pharmaceuticals, Inc. (hereinafter referred to as the “Epidiolex ANDA Filers”), that they have each filed with FDA an ANDA for a generic version of Epidiolex (cannabidiol) oral solution. As of the date of this filing, we are not aware of other ANDA filers. The notices from the Epidiolex ANDA Filers each included a “paragraph IV certification” with respect to certain of our patents listed in FDA’s Orange Book for Epidiolex on the date of the receipt of the notice. The listed patents relate generally to the composition and method of use of Epidiolex, and methods of treatment using Epidiolex. A paragraph IV certification is a certification by a generic applicant that alleges that patents covering the branded product are invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product. On January 3, 2023, we filed a patent infringement suit against the Epidiolex ANDA Filers in the United States District Court for the District of New Jersey. The complaint alleges that by filing their ANDAs, the Epidiolex ANDA Filers have infringed certain of our Orange Book listed patents, and seeks an order that the effective date of FDA approval of the ANDAs shall be a date no earlier than the expiration of the last to expire of the asserted patents. As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on the Epidiolex ANDA Filers’ ANDAs. From March 2023 through May 2023, we received the Epidiolex ANDA Filers’ answers to the complaint. The answers include defenses and counterclaims asserting that the Epidiolex ANDA Filers’ products, if launched, would not infringe our patents, that our patents are invalid and, in one instance, counterclaims related to allegations of inequitable conduct and improper listing of patents in the Orange Book. On May 25, 2023, we filed a motion to dismiss certain of the counterclaims. On January 11, 2024, the Court issued an order granting in part and denying in part our motion to dismiss. On September 20, 2024, the Court held a claim construction hearing relating to disputed terms in the asserted patents. The Court has not yet issued a decision on the claim construction disputes. The Court in the Epidiolex Patent Litigation scheduled trial for September 2025. In June and July 2023, we received notice from certain of the Epidiolex ANDA Filers that they had each filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Epidiolex. On July 21, 2023, we filed an additional lawsuit against all of the Epidiolex ANDA Filers in the United States District Court for the District of New Jersey alleging that, by filing its ANDA, each Epidiolex ANDA Filer infringed the newly-issued patent related to a method of treatment using Epidiolex. The suit seeks an order that the effective date of FDA approval of each Epidiolex ANDA Filer’s application shall be a date no earlier than the expiration of the newly-issued patent. On October 24, 2023, we entered into a settlement agreement with Padagis US LLC, or Padagis, that resolved our patent litigation with Padagis related to Epidiolex. Under the settlement agreement, we granted Padagis a license to manufacture, market, and sell its generic version of Epidiolex on a date that depends on the occurrence of certain other events. The specific terms of the Padagis settlement agreement are confidential. On November 20, 2023, we entered into a settlement agreement with Teva Pharmaceuticals, Inc., or Teva, that resolved our patent litigation with Teva related to Epidiolex. Under the settlement agreement, we granted Teva a license to manufacture, market and sell its generic version of Epidiolex on a date which remains confidential. The specific terms of the Teva settlement agreement are confidential. On December 4, 2023, we entered into a settlement agreement with Alkem Laboratories Ltd., or Alkem, that resolved our patent litigation with Alkem related to Epidiolex. Under the settlement agreement, we granted Alkem a license to manufacture, market, and sell its generic version of Epidiolex on a date which remains confidential. The specific terms of the Alkem settlement are confidential. On June 7, 2024, we entered into a settlement agreement with MSN Laboratories Private, Ltd. and MSN Pharmaceuticals, Inc., or together MSN, that resolved our patent litigation with MSN related to Epidiolex. Under the settlement agreement, we granted MSN a license to manufacture, market, and sell its generic version of Epidiolex on a date which remains confidential. The specific terms of the MSN settlement are confidential. On September 4, 2024, we entered into a settlement agreement with Lupin, Ltd., that resolved our patent litigation with Lupin related to Epidiolex. Under the settlement agreement, we granted Lupin a license to manufacture, market, and sell its generic version of Epidiolex on a date which remains confidential. The specific terms of the Lupin settlement are confidential. On November 1, 2024, we entered into a settlement agreement with InvaGen Pharmaceuticals, Inc., Cipla Ltd., Cipla USA, Inc., and API Pharma Tech LLC (collectively “InvaGen”) that resolved our patent litigation with InvaGen related to Epidiolex. Under the settlement agreement, we granted InvaGen a license to manufacture, market, and sell its generic version of Epidiolex on a date which remains confidential. The specific terms of the InvaGen settlement are confidential. The settlements with Padagis, Teva, Alkem, MSN, Lupin and InvaGen do not resolve the litigation against the other four Epidiolex ANDA Filers, which is ongoing. We cannot predict the specific timing or outcome of events in these matters with respect to the remaining defendants or the impact of developments involving any specific parties or patents on other ongoing proceedings with any specific Epidiolex ANDA Filer. In September and October 2023, we received notice from certain of the Epidiolex ANDA Filers that they had each filed a paragraph IV certification regarding one or more newly-issued patents listed in the Orange Book for Epidiolex. On December 15, 2023, we filed an additional lawsuit against seven of the original Epidiolex ANDA Filers with whom we have not previously settled. We filed this lawsuit in the United States District Court for the District of New Jersey alleging that, by filing its ANDA, each Epidiolex ANDA Filer infringed the newly-issued patents related to methods of treatment using Epidiolex. The suit seeks an order that the effective date of FDA approval of each Epidiolex ANDA Filer’s application shall be a date no earlier than the expiration of the newly-issued patents. In March and April 2024, we received notice from certain of the Epidiolex ANDA Filers that they had each filed a paragraph IV certification regarding one or more newly-issued patents listed in the Orange Book for Epidiolex. On July 3, 2024, we filed an additional lawsuit against six of the original Epidiolex ANDA Filers with whom we had not previously settled. We filed this lawsuit in the United States District Court for the District of New Jersey alleging that, by filing its ANDA, each Epidiolex ANDA Filer infringed the newly-issued patents related to methods of treatment using Epidiolex. The suit seeks an order that the effective date of FDA approval of each Epidiolex ANDA Filer’s application shall be a date no earlier than the expiration of the newly-issued patents. Epidiolex also has orphan drug exclusivity, or ODE, for the treatment of seizures associated with LGS or DS in patients 2 years of age and older through September 28, 2025, and for the treatment of seizures associated with LGS or DS in patients between 1 and 2 years of age and for the treatment of seizures associated with TSC through July 31, 2027. The Company vigorously enforces its intellectual property rights but cannot predict the outcome of these matters. Zepzelca Patent Litigation In July and August 2024, we received notices from Sandoz Inc., InvaGen Pharmaceuticals, Inc., CIPLA USA, Inc. CIPLA (EU) Limited, CIPLA Limited, Zydus Lifesciences Global FZE, Zydus Pharmaceuticals (USA) Inc., Zydus Lifesciences Limited, RK Pharma, Inc., Apicore US LLC, Archis Pharma LLC, Vgyaan Pharmaceuticals LLC, MSN Pharmaceuticals Inc., and MSN Laboratories PVT. LTD. (hereinafter referred to as the “Zepzelca ANDA Filers”), that they have each filed with FDA an ANDA for a generic version of Zepzelca (lurbinectedin). As of the date of this filing, we are not aware of other ANDA filers. The notices from the Zepzelca ANDA Filers each included a paragraph IV certification with respect to a patent listed in the Orange Book for Zepzelca on the date of the receipt of the notice. The listed patent relates to the drug substance, drug product and approved use of Zepzelca. Jazz is the exclusive licensee to this Zepzelca patent pursuant to an agreement with Pharma Mar, S.A, or PharmaMar. A paragraph IV certification is a certification by a generic applicant that alleges that the patent covering the branded product is invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product. On September 11, 2024, we and PharmaMar filed a patent infringement suit against the Zepzelca ANDA Filers in the United States District Court for the District of New Jersey. The complaint alleges that by filing their ANDAs, the Zepzelca ANDA Filers have infringed the Orange Book listed patent for Zepzelca, and seeks an order that the effective date of FDA approval of the ANDAs shall be a date no earlier than the expiration of the asserted patent. On September 12, 2024, we and PharmaMar filed a patent infringement suit against RK Pharma, Inc., Apicore US LLC, Archis Pharma LLC, Vgyaan Pharmaceuticals LLC (collectively “RK Pharma”), in the United States District Court for the District of Delaware. The complaint alleges that by filing its ANDA, RK Pharma has infringed the Orange Book listed patent for Zepzelca, and seeks an order that the effective date of FDA approval of RK Pharma’s ANDA shall be no earlier than the expiration of the asserted patent. MSP Litigation On April 3, 2023, MSP Recovery Claims, Series LLC, or MSP, filed a class action lawsuit on behalf itself and others similarly situated against Jazz Pharmaceuticals plc, Jazz Pharmaceuticals, Inc., and Jazz Pharmaceuticals Ireland Limited, (collectively, the Company Defendants), Express Scripts, Inc., Express Scripts Holding Company, Express Scripts Specialty Distribution Services, Inc., Curascript, Inc. d/b/a Curascript, S.D., Priority Healthcare Distribution, Inc. d/b/a Curascript SD and Curascript Specialty Distribution SD, Caring Voice Coalition, and Adira Foundation (collectively with the Company Defendants, referred to as the Defendants) in the United States District Court for the Northern District of California. The MSP complaint alleges that the Defendants conspired to increase the price and quantity dispensed of Xyrem and Prialt, in violation of the Racketeer Influenced and Corrupt Organizations Act and several state laws. The allegations relate generally to the conduct at issue in the investigation conducted by the United States Department of Justice from 2016-2019, involving the Company’s contributions to certain charitable foundations. MSP seeks monetary damages, restitution, disgorgement, and a declaration that the conduct alleged is unlawful. On July 25, 2023, we and certain other defendants filed motions to dismiss MSP's complaint, which the Court granted on December 12, 2023. On January 5, 2024, the MSP filed an amended complaint. On February 20, 2024, we filed a motion to dismiss MSP’s amended complaint. The Court scheduled a hearing on the motion for June 13, 2024. On June 21, 2024, the Court cancelled the hearing. On July 22, 2024, the Court granted the motion. The Court set a deadline of August 12, 2024, to file a second amended complaint. On August 12, 2024, MSP voluntarily dismissed its complaint. FDA Litigation On June 22, 2023, we filed a complaint in the United States District Court for the District of Columbia seeking a declaration that FDA’s approval on May 1, 2023, of the New Drug Application, or NDA, for Avadel's Lumryz was unlawful. In the complaint, we alleged that FDA acted outside its authority under the Orphan Drug Act, when, despite ODE protecting Jazz’s low-sodium oxybate product Xywav, FDA approved the Lumryz NDA and granted Lumryz ODE based on FDA’s finding that Lumryz makes a major contribution to patient care and is therefore clinically superior to Xywav and Xyrem. Jazz further alleged that, in doing so, FDA failed to follow its own regulations, failed to follow established agency policy without providing a reasoned explanation for the departure, reversed prior decisions by its own staff and experts without a reasoned explanation, and disregarded the relevant scientific literature and data. The complaint, filed pursuant to the Administrative Procedure Act, asked the Court to vacate and set aside FDA’s approval of the Lumryz NDA and sought a declaration that FDA’s approval of the Lumryz NDA was arbitrary, capricious, an abuse of discretion and otherwise not in accordance with law and that approval of the Lumryz NDA was in excess of FDA’s statutory authority and was made without observance of procedure required by law. On September 15, 2023, we filed a motion for summary judgment. On October 20, 2023, Avadel and FDA filed cross motions for summary judgment. Oral argument on these motions was held on May 10, 2024 and on October 30, 2024, the District Court issued an order denying Jazz’s motion for summary judgment and granting Avadel’s and the FDA’s cross-motions for summary judgment. Jazz respectfully disagrees with the Court’s decision and is evaluating potential options for appeal. Qui tam matter In July 2022, we received a subpoena from the U.S. Attorney’s Office, or USAO, for the District of Massachusetts requesting documents related to Xyrem and U.S. Patent No. 8,772,306 (“Method of Administration of Gamma Hydroxybutyrate with Monocarboxylate Transporters”), product labeling changes for Xyrem, communications with FDA and the USPTO, pricing of Xyrem, and other related documents. On July 18, 2024, the United States District Court for the District of Massachusetts unsealed a qui tam whistleblower lawsuit underlying the USAO’s subpoena, captioned 1:21-cv-10891-PBS and originally filed under seal on May 27, 2021. The public docket in this matter indicates that on May 24 and June 7, 2024, respectively, the United States and a number of states named in the whistleblower complaint declined to intervene in this matter. As such, private whistleblower litigation will proceed in the United States District Court for the District of Massachusetts. The Court set a deadline of September 1, 2024, for the plaintiff to file an amended complaint, and December 1, 2024, for Jazz to file a motion to dismiss the amended complaint. The plaintiff filed the amended complaint on September 1, 2024. From time to time, we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations or financial condition.

Cash and Available-for-Sale Securities (Tables)

9 Months Ended

Sep. 30, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Cash, Cash Equivalents and Investments

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


	September 30, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	797,583	$	—	$	—	$	797,583	$	797,583	$	—
Time deposits	650,000		—		—		650,000		250,000		400,000
Money market funds	1,170,552		—		—		1,170,552		1,170,552		—
Totals	$	2,618,135	$	—	$	—	$	2,618,135	$	2,218,135	$	400,000


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Investments
Cash	$	437,724	$	—	$	—	$	437,724	$	437,724	$	—
Time deposits	420,000		—		—		420,000		300,000		120,000
Money market funds	768,586		—		—		768,586		768,586		—
Totals	$	1,626,310	$	—	$	—	$	1,626,310	$	1,506,310	$	120,000

Debt - Schedule of Maturities of Long-Term Debt (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024 (remainder)	$ 7,750
2025	31,000
2026	1,031,000
2027	31,000
2028	2,598,500
Thereafter	2,500,000
Total	$ 6,199,250

Share-Based Compensation - Schedule of Share-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 59,760	$ 56,115	$ 177,855	$ 173,900
Income tax benefit from share-based compensation expense	(12,190)	(9,792)	(25,218)	(29,533)
Total share-based compensation expense, net of tax	47,570	46,323	152,637	144,367
Selling, general and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	37,101	35,268	112,451	113,155
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	18,927	16,635	55,030	49,346
Cost of product sales
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total share-based compensation expense, pre-tax	$ 3,732	$ 4,212	$ 10,374	$ 11,399

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities
Net income	$ 369,005	$ 320,678
Adjustments to reconcile net income to net cash provided by operating activities:
Intangible asset amortization	468,410	456,731
Share-based compensation	177,855	173,900
Acquisition accounting inventory fair value step-up adjustment	97,220	119,094
Depreciation	23,240	22,764
Non-cash interest expense	18,877	16,255
Provision for losses on accounts receivable and inventory	15,866	7,732
Acquired in-process research and development	10,000	1,000
Deferred tax benefit	(205,972)	(224,317)
Other non-cash transactions	19,615	54,262
Changes in assets and liabilities:
Accounts receivable	(21,979)	23,581
Inventories	(26,877)	(12,016)
Prepaid expenses and other current assets	708	(37,327)
Operating lease assets	10,697	14,423
Other non-current assets	(9,544)	(20,881)
Accounts payable	(16,938)	17,705
Accrued liabilities	56,428	(76,261)
Income taxes payable	20,098	61,159
Deferred revenue	0	(459)
Operating lease liabilities, less current portion	(9,701)	(13,855)
Other non-current liabilities	320	20,500
Net cash provided by operating activities	997,328	924,668
Investing activities
Acquisition of investments	(835,125)	(270,000)
Purchases of property, plant and equipment	(24,783)	(13,860)
Acquired in-process research and development	(10,000)	(1,000)
Proceeds from maturity of investments	555,000	20,000
Net cash used in investing activities	(314,908)	(264,860)
Financing activities
Net proceeds from issuance of exchangeable senior notes, due 2030	980,767	0
Proceeds from employee equity incentive and purchase plans	11,451	37,606
Repayments of long-term debt	(23,250)	(23,250)
Payment of employee withholding taxes related to share-based awards	(53,748)	(49,338)
Share repurchases	(311,429)	(169,966)
Repayment of exchangeable senior notes, due 2024	(575,000)	0
Net cash provided by (used in) financing activities	28,791	(204,948)
Effect of exchange rates on cash and cash equivalents	614	(652)
Net increase in cash and cash equivalents	711,825	454,208
Cash and cash equivalents, at beginning of period	1,506,310	881,482
Cash and cash equivalents, at end of period	$ 2,218,135	$ 1,335,690

Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remainder)	$ 162,109
2025	648,436
2026	648,436
2027	648,436
2028	647,104
Thereafter	2,389,696
Total	$ 5,144,217	$ 5,418,039

Commitments and Contingencies (Details)								1 Months Ended
Commitments and Contingencies (Details)	Aug. 27, 2024	Jul. 03, 2024 litigationCase	Dec. 15, 2023 litigationCase	Feb. 24, 2023	Jul. 21, 2022	Jun. 22, 2022 litigationCase	Jun. 23, 2020 litigationCase	Mar. 31, 2023 patent	Jul. 31, 2021 patent	Jun. 30, 2021 patent	Sep. 30, 2024 litigationCase	Jun. 07, 2022 patent	May 13, 2021 patent
Teamsters and GEHA Lawsuits
Loss Contingencies [Line Items]
Number of lawsuits filed \| litigationCase							2
Avadel Pharmaceuticals plc Lawsuit
Loss Contingencies [Line Items]
Infringed patents suit, number of patents													5
Infringed patents suit, other party counterclaim, number of patents requested to be delisted													1
Number of days provided to delist patent				14 days
Number of patents, paragraph IV certification notice filed												1
Royalty rate for future sale (as a percent)	3.50%
Number of days requested for FDA to take action					14 days
Lupin Lawsuit
Loss Contingencies [Line Items]
Number of lawsuits filed \| litigationCase						2
Infringed patents suit, number of patents									10
Number of patents, paragraph IV certification notice filed										10
FDA stay of approval period									30 months
Lupin Lawsuit \| Xywav
Loss Contingencies [Line Items]
FDA recognition of orphan drug exclusivity, period										7 years
Teva Lawsuit
Loss Contingencies [Line Items]
Infringed patents suit, number of patents								13
FDA stay of approval period								30 months
Epidiolex Patent Litigation
Loss Contingencies [Line Items]
Number of lawsuits filed \| litigationCase		6	7
FDA stay of approval period								30 months
Number of lawsuits ongoing \| litigationCase											4

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 24,819	$ 25,595
Work in process	366,602	431,732
Finished goods	147,881	139,712
Total inventories	$ 539,302	$ 597,039

Cash and Available-for-Sale Securities - Schedule of Cash, Cash Equivalents and Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	$ 2,618,135	$ 1,626,310
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	2,618,135	1,626,310
Cash and Cash Equivalents	2,218,135	1,506,310
Investments	400,000	120,000
Cash
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	797,583	437,724
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	797,583	437,724
Cash and Cash Equivalents	797,583	437,724
Investments	0	0
Time deposits
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	650,000	420,000
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	650,000	420,000
Cash and Cash Equivalents	250,000	300,000
Investments	400,000	120,000
Money market funds
Debt Securities, Available-for-sale [Line Items]
Amortized Cost	1,170,552	768,586
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	1,170,552	768,586
Cash and Cash Equivalents	1,170,552	768,586
Investments	$ 0	$ 0

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Compensation Expense

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Selling, general and administrative	$	37,101	$	35,268	$	112,451	$	113,155
Research and development	18,927		16,635		55,030		49,346
Cost of product sales	3,732		4,212		10,374		11,399
Total share-based compensation expense, pre-tax	59,760		56,115		177,855		173,900
Income tax benefit from share-based compensation expense	(12,190)		(9,792)		(25,218)		(29,533)
Total share-based compensation expense, net of tax	$	47,570	$	46,323	$	152,637	$	144,367

Schedule of Restricted Stock Units Activity and Performance-Based Restricted Stock Units 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,
	2024		2023		2024		2023
RSUs granted (in thousands)	102		91		2,112		1,728
Grant date fair value	$	110.55	$	134.33	$	118.31	$	145.05

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
PRSUs granted (in thousands)	58		13		371		270
Grant date fair value	$	107.07	$	142.65	$	130.58	$	157.01

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 2,218,135	$ 1,506,310
Investments	400,000	120,000
Accounts receivable, net of allowances	723,639	705,794
Inventories	539,302	597,039
Prepaid expenses	155,132	185,476
Other current assets	354,215	320,809
Total current assets	4,390,423	3,435,428
Property, plant and equipment, net	176,422	169,646
Operating lease assets	77,164	65,340
Intangible assets, net	5,144,217	5,418,039
Goodwill	1,804,646	1,753,130
Deferred tax assets, net	583,218	477,834
Deferred financing costs	4,395	6,478
Other non-current assets	75,231	67,464
Total assets	12,255,716	11,393,359
Current liabilities:
Accounts payable	85,425	102,750
Accrued liabilities	858,578	793,914
Current portion of long-term debt	31,000	604,954
Income taxes payable	54,974	35,074
Total current liabilities	1,029,977	1,536,692
Long-term debt, less current portion	6,080,802	5,107,988
Operating lease liabilities, less current portion	71,115	59,225
Deferred tax liabilities, net	791,784	847,706
Other non-current liabilities	110,971	104,751
Commitments and contingencies (Note 9)
Shareholders’ equity:
Ordinary shares	6	6
Non-voting euro deferred shares	55	55
Capital redemption reserve	473	473
Additional paid-in capital	3,837,698	3,699,954
Accumulated other comprehensive loss	(603,397)	(842,147)
Retained earnings	936,232	878,656
Total shareholders’ equity	4,171,067	3,736,997
Total liabilities and shareholders’ equity	$ 12,255,716	$ 11,393,359

Derivative Instruments and Hedging Activities - Schedule of Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Derivatives, Fair Value [Line Items]
Asset derivatives	$ 8,377	$ 21,819
Liability derivatives	2,976	4,091
Derivatives Designated as Hedging Instruments \| Interest Rate Swap \| Other current assets
Derivatives, Fair Value [Line Items]
Asset derivatives	13	3,784
Derivatives Designated as Hedging Instruments \| Interest rate contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	572	0
Derivatives Designated as Hedging Instruments \| Interest rate contracts \| Other non-current liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	2,404	3,410
Derivatives Not Designated as Hedging Instruments \| Foreign exchange forward contracts \| Other current assets
Derivatives, Fair Value [Line Items]
Asset derivatives	8,364	18,035
Derivatives Not Designated as Hedging Instruments \| Foreign exchange forward contracts \| Accrued liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	$ 0	$ 681

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Available-for-sale securities:
Available-for-sale securities	$ 2,618,135	$ 1,626,310
Money market funds
Available-for-sale securities:
Available-for-sale securities	1,170,552	768,586
Time deposits
Available-for-sale securities:
Available-for-sale securities	650,000	420,000
Recurring
Available-for-sale securities:
Totals	1,828,929	1,210,405
Liabilities:
Totals	2,976	4,091
Recurring \| Money market funds
Available-for-sale securities:
Available-for-sale securities	1,170,552	768,586
Recurring \| Time deposits
Available-for-sale securities:
Available-for-sale securities	650,000	420,000
Recurring \| Foreign exchange forward contracts
Available-for-sale securities:
Foreign exchange forward contracts	8,364	18,035
Liabilities:
Derivative liability	0	681
Recurring \| Interest rate contracts
Available-for-sale securities:
Interest rate contracts	13	3,784
Liabilities:
Derivative liability	2,976	3,410
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1)
Available-for-sale securities:
Totals	1,170,552	768,586
Liabilities:
Totals	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Money market funds
Available-for-sale securities:
Available-for-sale securities	1,170,552	768,586
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) \| Foreign exchange forward contracts
Available-for-sale securities:
Foreign exchange forward contracts	0	0
Liabilities:
Derivative liability	0	0
Recurring \| Quoted Prices in Active Markets for Identical Assets (Level 1) \| Interest rate contracts
Available-for-sale securities:
Interest rate contracts	0	0
Liabilities:
Derivative liability	0	0
Recurring \| Significant Other Observable Inputs (Level 2)
Available-for-sale securities:
Totals	658,377	441,819
Liabilities:
Totals	2,976	4,091
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) \| Time deposits
Available-for-sale securities:
Available-for-sale securities	650,000	420,000
Recurring \| Significant Other Observable Inputs (Level 2) \| Foreign exchange forward contracts
Available-for-sale securities:
Foreign exchange forward contracts	8,364	18,035
Liabilities:
Derivative liability	0	681
Recurring \| Significant Other Observable Inputs (Level 2) \| Interest rate contracts
Available-for-sale securities:
Interest rate contracts	13	3,784
Liabilities:
Derivative liability	$ 2,976	$ 3,410

Share-Based Compensation - Schedule of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs granted (in shares)	102	91	2,112	1,728
Grant date fair value (in dollars per share)	$ 110.55	$ 134.33	$ 118.31	$ 145.05

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Topic 718
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Inventories - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
GW Pharmaceuticals plc
Inventory [Line Items]
Inventory, step-up value	$ 243.4	$ 328.0

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2024

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, 2023	$	1,753,130


Foreign exchange	51,516
Balance at September 30, 2024	$	1,804,646

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


	September 30, 2024							December 31, 2023
	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	8.0	$	8,064,193	$	(2,919,976)	$	5,144,217	$	7,785,495	$	(2,367,456)	$	5,418,039
Manufacturing contracts	—	11,984		(11,984)		—		11,828		(11,828)		—
Trademarks	—	2,889		(2,889)		—		2,886		(2,886)		—


Total finite-lived intangible assets		$	8,079,066	$	(2,934,849)	$	5,144,217	$	7,800,209	$	(2,382,170)	$	5,418,039

The increase in the gross carrying amount of intangible assets as of September 30, 2024, compared to December 31, 2023, relates to the positive impact of foreign currency translation adjustments due to the strengthening of sterling 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.


Year Ending December 31,	Estimated Amortization Expense
2024 (remainder)	$	162,109
2025	648,436
2026	648,436
2027	648,436
2028	647,104
Thereafter	2,389,696
Total	$	5,144,217

Debt - Schedule of Carrying Amount of Indebtedness (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long term debt outstanding	$ 6,199,250
Total debt	6,111,802	$ 5,712,942
Less current portion	31,000	604,954
Total long-term debt	6,080,802	5,107,988
Convertible Debt \| 2024 Notes
Debt Instrument [Line Items]
Long term debt outstanding	0	575,000
Unamortized - debt issuance costs	0	(1,046)
Total debt	0	573,954
Convertible Debt \| 2026 Notes
Debt Instrument [Line Items]
Long term debt outstanding	1,000,000	1,000,000
Unamortized - debt issuance costs	(4,456)	(6,400)
Total debt	995,544	993,600
Convertible Debt \| 2030 Notes
Debt Instrument [Line Items]
Long term debt outstanding	1,000,000	0
Unamortized - debt issuance costs	(19,081)	0
Total debt	980,919	0
Convertible Debt \| Secured Notes
Debt Instrument [Line Items]
Total debt	1,482,824	1,480,214
Term Loan
Debt Instrument [Line Items]
Total debt	$ 2,652,515	$ 2,665,174

Shareholders' Equity - Narrative (Details) - Ordinary Options - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Jul. 31, 2024
Repurchase Programs
Subsidiary or Equity Method Investee [Line Items]
Shares repurchased		$ 311.4
Shares repurchased (in shares)		2.8
Average price of shares repurchased (in dollars per share)		$ 110.06
New Repurchase Program
Subsidiary or Equity Method Investee [Line Items]
Total amount authorized for repurchase of shares under share repurchase program				$ 500.0
Shares repurchased	$ 150.0
Shares repurchased (in shares)	1.4
Average price of shares repurchased (in dollars per share)	$ 109.32
Remaining amount authorized for repurchase of shares	$ 350.0	$ 350.0
Old Repurchase Program
Subsidiary or Equity Method Investee [Line Items]
Total amount authorized for repurchase of shares under share repurchase program				$ 1,500.0
Shares repurchased			$ 170.0
Shares repurchased (in shares)			1.3
Average price of shares repurchased (in dollars per share)			$ 128.89

Inventories (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Raw materials	$	24,819	$	25,595
Work in process	366,602		431,732
Finished goods	147,881		139,712
Total inventories	$	539,302	$	597,039

Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity securities without readily determinable fair value	$ 4.3	$ 4.7
Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	3.9086%
Exchangeable Senior Notes Due 2026 \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	2.00%
Exchangeable Senior Notes Due 2030 \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	3.125%
Exchangeable Senior Notes Due 2024 \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	1.50%
Secured Notes \| Senior Secured Debt \| Jazz Securities Designated Activity Company
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate (as a percent)	4.375%
2021 Credit Agreement, Dollar Term Loan \| Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Term (in years)	7 years
Significant Other Observable Inputs (Level 2) \| Exchangeable Senior Notes Due 2026 \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	$ 1,000.0
Significant Other Observable Inputs (Level 2) \| Exchangeable Senior Notes Due 2030 \| Convertible Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of exchangeable senior notes	1,000.0
Significant Other Observable Inputs (Level 2) \| Secured Notes \| Senior Secured Debt \| Jazz Securities Designated Activity Company
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of secured debt	1,400.0
Significant Other Observable Inputs (Level 2) \| 2021 Credit Agreement, Dollar Term Loan \| Term Loan
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of lines of credit	$ 2,700.0

Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Derivative [Line Items]
Loss, net of tax, to be reclassified to earnings over the next 12 months	$ (0.5)
Term Loan
Derivative [Line Items]
Interest rate (as a percent)	3.9086%
Foreign exchange forward contracts \| Derivatives Not Designated as Hedging Instruments
Derivative [Line Items]
Notional amount	$ 292.7	$ 511.7
Interest Rate Swap \| Derivatives Designated as Hedging Instruments
Derivative [Line Items]
Notional amount	$ 500.0

The Company and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
The Company and Summary of Significant Accounting Policies	The Company and Summary of Significant Accounting Policies Jazz Pharmaceuticals plc is a global biopharmaceutical company whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases - often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines, including leading therapies for sleep disorders and epilepsy, and a growing portfolio of cancer treatments. Our patient-focused and science-driven approach powers pioneering research and development advancements across our robust pipeline of innovative therapeutics in oncology and neuroscience. Our lead marketed products, listed below, are approved in countries around the world to improve patient care. Neuroscience •Xywav® (calcium, magnesium, potassium, and sodium oxybates) oral solution, a product approved by the U.S. Food and Drug Administration, or FDA, in July 2020, and launched in the U.S. in November 2020 for the treatment of cataplexy or excessive daytime sleepiness, or EDS, in patients seven years of age and older with narcolepsy, and also approved by FDA in August 2021 for the treatment of idiopathic hypersomnia, or IH, in adults and launched in the U.S. in November 2021. Xywav contains 92% less sodium than Xyrem®. Xywav is also approved in Canada for the treatment of cataplexy in patients with narcolepsy. •Epidiolex® (cannabidiol) oral solution, a product approved by FDA and launched in the U.S. in 2018 by GW Pharmaceuticals plc, or GW, and currently indicated for the treatment of seizures associated with Lennox-Gastaut syndrome, or LGS, Dravet syndrome, or DS, or tuberous sclerosis complex, or TSC, in patients one year of age or older; in the EU and Great Britain (where it is marketed as Epidyolex®) and other markets, it is approved for adjunctive treatment of seizures associated with LGS or DS, in conjunction with clobazam (EU and Great Britain only), in patients 2 years of age and older and for adjunctive treatment of seizures associated with TSC in patients 2 years of age and older. Oncology •Rylaze® (asparaginase erwinia chrysanthemi (recombinant)-rywn), a product approved by FDA in June 2021 and launched in the U.S. in July 2021 for use as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia or lymphoblastic lymphoma in adults and pediatric patients aged one month or older who have developed hypersensitivity to E. coli-derived asparaginase. In September 2023, the European Commission granted marketing authorization under the trade name Enrylaze. This therapy is also approved in Great Britain, Canada and Switzerland. •Zepzelca® (lurbinectedin), a product approved by FDA in June 2020 under FDA's accelerated approval pathway and launched in the U.S. in July 2020 for the treatment of adult patients with metastatic small cell lung cancer, or SCLC, with disease progression on or after platinum-based chemotherapy; in Canada, Zepzelca received conditional approval in September 2021 for the treatment of adults with Stage III or metastatic SCLC, who have progressed on or after platinum-containing therapy. Throughout this Quarterly Report on Form 10-Q, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” “the Company,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries. Throughout this Quarterly Report on Form 10-Q, 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 audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10‑K for the year ended December 31, 2023. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual audited 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, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, 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, 2023. 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. Adoption of New Accounting Standards In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures”, which requires enhanced disclosures about significant segment expenses. The amendments are effective retrospectively to all prior periods presented in the financial statements, for fiscal years beginning after December 15, 2023. The new guidance is not expected to have a material impact on our financial statement disclosures. Significant Risks and Uncertainties We expect that our business will continue to meaningfully depend on oxybate revenues; however, there is no guarantee that oxybate revenues will remain at current levels. In this regard, our ability to maintain oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the commercialization of Xywav for the treatment of IH in adults and adoption in that indication; competition from the introduction of two authorized generic, or AG, versions of high-sodium oxybate and a branded fixed-dose, high-sodium oxybate, Avadel’s Lumryz, for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, as well as potential future competition from additional AG versions of high-sodium oxybate and from generic versions of high-sodium oxybate and from other competitors; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to maintain adequate coverage and reimbursement for Xywav; increased rebates required to maintain access to our products; challenges to our intellectual property around Xywav and/or Xyrem, including from pending antitrust and intellectual property litigation; and continued acceptance of Xywav and Xyrem by physicians and patients. A significant decline in oxybate revenues could cause us to reduce our operating expenses or seek to raise additional funds and would have a material adverse effect on our business, financial condition, results of operations and growth prospects, including on our ability to acquire, in-license or develop new products to grow our business. In addition to risks related specifically to Xywav and Xyrem, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, and other 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: ongoing clinical research activity and related outcomes; obtaining regulatory approval of our late-stage product candidates, such as zanidatamab; effectively commercializing our approved products such as Epidiolex, Rylaze and Zepzelca; obtaining and maintaining adequate coverage and reimbursement for our products; contracting and rebates to pharmacy benefit managers and similar organizations that reduce our net revenue; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; regulatory concerns with controlled substances generally and the potential for abuse; future legislation; action by the U.S. Federal Government authorizing the sale, distribution, use, and insurance reimbursement of non-FDA approved cannabinoid products; delays or problems in the supply of our products; loss of single source suppliers or failure to comply with manufacturing regulations; delays or problems with third parties that are part of our manufacturing and supply chain; identifying, acquiring or in-licensing additional products or product candidates; our ability to realize the anticipated benefits of acquired or in-licensed products or product candidates, such as Epidiolex and zanidatamab, at the expected levels, with the expected costs and within the expected timeframe; pharmaceutical product development and the inherent uncertainty of clinical success; 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, 2024, we had foreign exchange forward contracts with notional amounts totaling $292.7 million. As of September 30, 2024, the outstanding foreign exchange forward contracts had a net asset fair value of $8.4 million. As of September 30, 2024, we had interest rate swap contracts with notional amounts totaling $500.0 million with a liability fair value of $3.0 million. 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 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, 2024 and December 31, 2023, allowances on receivables were not material. As of September 30, 2024, five customers accounted for 81% of gross accounts receivable, including Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 41% of gross accounts receivable, ASD Specialty Healthcare LLC, or ASD, which accounted for 14% of gross accounts receivable and McKesson Corporation and affiliates, or McKesson, which accounted for 14% of gross accounts receivable. As of December 31, 2023, five customers accounted for 79% of gross accounts receivable, including ESSDS, which accounted for 41% of gross accounts receivable, ASD, which accounted for 13% of gross accounts receivable and McKesson, which accounted for 11% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to our oxybate products, the API is manufactured for us by a single source supplier and the finished products are manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based supplier. Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures”, which requires enhanced tax disclosures providing greater disaggregation of information in the Company's effective tax rate reconciliation and disaggregates income taxes paid by jurisdiction. The amendments are effective on a prospective basis, with the option to apply it retrospectively, for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of adopting this new accounting guidance.

Net Income per Ordinary Share - Schedule of 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, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Employee equity incentive and purchase plans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Ordinary shares (in shares)	4,465	2,501	4,701	3,091

Share-Based Compensation - Schedule of Performance-Based Restricted Stock Units Activity (Details) - Performance-Based Restricted Stock Units (PRSUs) - $ / shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
PRSUs granted (in shares)	58	13	371	270
Grant date fair value (in dollars per share)	$ 107.07	$ 142.65	$ 130.58	$ 157.01

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Foreign Exchange Gain (Loss) Associated with Foreign Exchange Contracts Not Designated as Hedging Instruments

The foreign exchange loss in our condensed consolidated statements of income included the following gains (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:	2024		2023		2024		2023
Gain (loss) recognized in foreign exchange loss	$	14,396	$	(13,549)	$	9,485	$	(8,921)

Schedule of Impact on Accumulated Other Comprehensive [Loss] and Earnings from Derivative Instruments that Qualified as Cash Flow Hedges

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, 2024 was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
Interest Rate Contracts:	2024		2023		2024		2023

Gain (loss) recognized in accumulated other comprehensive loss, net of tax	$	(5,197)	$	3,539	$	1,572	$	9,218
Gain reclassified from accumulated other comprehensive loss to interest expense, net of tax	(1,340)		(1,289)		(4,040)		(2,060)

Schedule of Fair Value of Outstanding Derivatives

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


	Classification	September 30, 2024		December 31, 2023
Assets
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	13	$	3,784

Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	8,364		18,035
Total fair value of derivative asset instruments		$	8,377	$	21,819

Liabilities
Derivatives designated as hedging instruments:
Interest rate contracts	Accrued liabilities	$	572	$	—
Interest rate contracts	Other non-current liabilities	2,404		3,410
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Accrued liabilities	—		681
Total fair value of derivative liability instruments		$	2,976	$	4,091

Schedule of Offsetting Assets

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


	September 30, 2024
	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							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	8,377	$	—	$	8,377	$	(1,830)	$	—	$	6,547
Derivative liabilities	(2,976)		—		(2,976)		1,830		—		(1,146)


	December 31, 2023
	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							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	21,819	$	—	$	21,819	$	(4,091)	$	—	$	17,728
Derivative liabilities	(4,091)		—		(4,091)		4,091		—		—

Schedule of Offsetting Liabilities


	September 30, 2024
	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							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	8,377	$	—	$	8,377	$	(1,830)	$	—	$	6,547
Derivative liabilities	(2,976)		—		(2,976)		1,830		—		(1,146)


	December 31, 2023
	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							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	21,819	$	—	$	21,819	$	(4,091)	$	—	$	17,728
Derivative liabilities	(4,091)		—		(4,091)		4,091		—		—

Revenues

9 Months Ended

Sep. 30, 2024

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,
	2024		2023		2024		2023
Xywav	$	388,466	$	331,633	$	1,072,238	$	935,958
Xyrem	58,114		125,110		184,526		463,009

Epidiolex/Epidyolex	251,558		213,711		697,376		604,846
Sativex	4,586		4,627		13,704		14,531

Total Neuroscience	702,724		675,081		1,967,844		2,018,344
Rylaze/Enrylaze	98,780		104,859		309,359		292,479
Zepzelca	85,843		77,994		241,990		215,523
Defitelio/defibrotide	65,818		47,730		158,915		132,917
Vyxeos	34,313		29,827		109,348		100,583

Total Oncology	284,754		260,410		819,612		741,502
Other	2,229		2,907		8,497		9,758
Product sales, net	989,707		938,398		2,795,953		2,769,604
High-sodium oxybate AG royalty revenue	58,157		28,921		162,268		36,531
Other royalty and contract revenues	7,105		4,821		22,556		16,134
Total revenues	$	1,054,969	$	972,140	$	2,980,777	$	2,822,269

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,
	2024		2023		2024		2023
United States	$	953,669	$	884,579	$	2,686,486	$	2,579,401
Europe	77,318		68,971		230,821		194,198
All other	23,982		18,590		63,470		48,670
Total revenues	$	1,054,969	$	972,140	$	2,980,777	$	2,822,269

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,
	2024		2023		2024		2023
ESSDS	42	%	47	%	42	%	49	%
McKesson	13	%	12	%	12	%	11	%
ASD	10	%	9	%	9	%	7	%

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 65 days.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Carrying Amount of Indebtedness

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


	September 30, 2024		December 31, 2023
2024 Notes	$	—	$	575,000
Unamortized - debt issuance costs	—		(1,046)

2024 Notes, net	—		573,954

2026 Notes	1,000,000		1,000,000
Unamortized - debt issuance costs	(4,456)		(6,400)

2026 Notes, net	995,544		993,600

2030 Notes	1,000,000		—
Unamortized - debt issuance costs	(19,081)		—
2030 Notes, net	980,919		—

Secured Notes	1,482,824		1,480,214

Term Loan	2,652,515		2,665,174


Total debt	6,111,802		5,712,942
Less current portion	31,000		604,954
Total long-term debt	$	6,080,802	$	5,107,988

Schedule of Maturities of Long-Term Debt

Scheduled maturities with respect to our long-term debt principal balances outstanding as of September 30, 2024 were as follows (in thousands):


Year Ending December 31,	Scheduled Long-Term Debt Maturities
2024 (remainder)	$	7,750
2025	31,000
2026	1,031,000
2027	31,000
2028	2,598,500
Thereafter	2,500,000
Total	$	6,199,250

- 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
-Name Accounting Standards Codification
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Statement of Comprehensive Income [Abstract]
Income tax (benefit) expense effect on cash flow hedging activities	$ (1,727)	$ 1,176	$ 522	$ 3,063
Tax expense effect on cash flow hedging activities reclassified	$ 445	$ 428	$ 1,342	$ 684

Fair Value Measurement

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurement


	September 30, 2024				December 31, 2023
	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:
Money market funds	$	1,170,552	$	—	$	1,170,552	$	768,586	$	—	$	768,586
Time deposits	—		650,000		650,000		—		420,000		420,000
Foreign exchange forward contracts	—		8,364		8,364		—		18,035		18,035
Interest rate contracts	—		13		13		—		3,784		3,784
Totals	$	1,170,552	$	658,377	$	1,828,929	$	768,586	$	441,819	$	1,210,405
Liabilities:


Interest rate contracts	$	—	$	2,976	$	2,976	$	—	$	3,410	$	3,410
Foreign exchange forward contracts	—		—		—		—		681		681
Totals	$	—	$	2,976	$	2,976	$	—	$	4,091	$	4,091

As of September 30, 2024, our available-for-sale securities included money market funds and time deposits and their carrying values were approximately equal to their fair values. Money market funds were measured using quoted prices in active markets, which represent Level 1 inputs and time deposits were measured at fair value using Level 2 inputs. Level 2 inputs are obtained from various third party data providers and 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, 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 2024 or 2023.

As of September 30, 2024 and December 31, 2023, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $4.3 million and $4.7 million, respectively. The carrying amount, which is recorded within other non-current assets, is based on the latest observable transaction price.

As of September 30, 2024, the estimated fair values of the 2.000% exchangeable senior notes due 2026, or 2026 Notes, and the 3.125% exchangeable senior notes due 2030, or 2030 Notes, were approximately $1.0 billion and $1.0 billion, respectively. The 2030 Notes together with the 2026 Notes and the 1.50% exchangeable senior notes due 2024, or 2024 Notes, that were repaid upon maturity on August 15, 2024, are collectively known as the Exchangeable Senior Notes. As of September 30, 2024, the estimated fair values of the 4.375% senior secured notes, due 2029, or the Secured Notes, and the seven-year U.S. dollar term loan B facility were approximately $1.4 billion and $2.7 billion, respectively. The fair values of each of these debt facilities was estimated using quoted market prices obtained from brokers (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.

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+ Details

Shareholders' Equity

9 Months Ended

Sep. 30, 2024

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Repurchase Program

In July 2024, our board of directors authorized a share repurchase program to repurchase ordinary shares having an aggregate purchase price of $500.0 million, exclusive of any brokerage commissions, or the New Repurchase Program. Under the New Repurchase Program, which has no expiration date, we may repurchase ordinary shares from time to time by any methods and/or structures permitted by applicable law. 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 and the indenture for our Secured Notes, corporate and regulatory requirements and market conditions. The New Repurchase Program may be modified, suspended or discontinued at any time without our prior notice. The New Repurchase Program replaces and supersedes the share repurchase program authorized by our board of directors in November 2016, which, as of the date of it being superseded by the New Repurchase Program, had authorized the repurchase of ordinary shares having an aggregate purchase price of up to $1.5 billion, exclusive of any brokerage commissions, or the Old Repurchase Program, and, together with the New Repurchase Program, the “repurchase programs”. During the three months ended September 30, 2024, we spent a total of $150.0 million to repurchase 1.4 million of our ordinary shares, all under the New Repurchase Program, at a purchase price, including commissions, of $109.32 per share. The repurchases during the three months ended September 30, 2024, were effected in privately negotiated transactions with or through one of the initial purchasers of the 2030 Notes concurrently with the pricing of the offering of the 2030 Notes. During the nine months ended September 30, 2024, we spent a total of $311.4 million to purchase 2.8 million of our ordinary shares under the repurchase programs at an average total purchase price, including commissions, of $110.06 per share. During the nine months ended September 30, 2023, we spent a total of $170.0 million to purchase 1.3 million of our ordinary shares under the Old Repurchase Program at an average total purchase price, including commissions, of $128.89 per share. All ordinary shares repurchased were cancelled. As of September 30, 2024, the remaining amount authorized for repurchases under the New Repurchase Program was $350.0 million, exclusive of any brokerage commissions.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss as of September 30, 2024 and December 31, 2023 were as follows (in thousands):


	Net Unrealized Gain From Hedging Activities		Foreign Currency Translation Adjustments		Total Accumulated Other Comprehensive Loss
Balance at December 31, 2023	$	235	$	(842,382)	$	(842,147)


Other comprehensive income before reclassifications	1,572		241,218		242,790
Amounts reclassified from accumulated other comprehensive loss	(4,040)		—		(4,040)
Other comprehensive income (loss), net	(2,468)		241,218		238,750
Balance at September 30, 2024	$	(2,233)	$	(601,164)	$	(603,397)

During the nine months ended September 30, 2024, other comprehensive income (loss) primarily reflects foreign currency translation adjustments, primarily due to the strengthening of the sterling against the U.S. dollar.

- Definition

The entire disclosure for equity.

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+ Details

Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2024

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 foreign exchange rates primarily related to the translation of sterling and euro denominated net monetary liabilities, including intercompany balances, held by subsidiaries with a U.S. dollar functional currency and fluctuations in interest rates on our outstanding term loan borrowings. 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.

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, 2024 and December 31, 2023, the notional amount of foreign exchange contracts where hedge accounting is not applied was $292.7 million and $511.7 million, respectively.


	Three Months Ended September 30,				Nine Months Ended September 30,
Foreign Exchange Forward Contracts:	2024		2023		2024		2023
Gain (loss) recognized in foreign exchange loss	$	14,396	$	(13,549)	$	9,485	$	(8,921)

To achieve a desired mix of floating and fixed interest rates on our variable rate debt, we entered into interest rate swap agreements in April 2023, which are effective until April 2026. These agreements hedge contractual term loan interest rates. As of September 30, 2024, the interest rate swap agreements had a notional amount of $500.0 million. As a result of these agreements, the interest rate on a portion of our term loan borrowings is fixed at 3.9086%, plus the borrowing spread, until April 30, 2026.


	Three Months Ended September 30,				Nine Months Ended September 30,
Interest Rate Contracts:	2024		2023		2024		2023

Gain (loss) recognized in accumulated other comprehensive loss, net of tax	$	(5,197)	$	3,539	$	1,572	$	9,218
Gain reclassified from accumulated other comprehensive loss to interest expense, net of tax	(1,340)		(1,289)		(4,040)		(2,060)

Assuming no change in the U.S dollar Secured Overnight Financing Rate, or Term SOFR, based interest rates from market rates as of September 30, 2024, $0.5 million of loss, net of tax, recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months.

The cash flow effects of our derivative contracts for the nine months ended September 30, 2024 and 2023 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):


	Classification	September 30, 2024		December 31, 2023
Assets
Derivatives designated as hedging instruments:
Interest rate contracts	Other current assets	$	13	$	3,784

Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Other current assets	8,364		18,035
Total fair value of derivative asset instruments		$	8,377	$	21,819

Liabilities
Derivatives designated as hedging instruments:
Interest rate contracts	Accrued liabilities	$	572	$	—
Interest rate contracts	Other non-current liabilities	2,404		3,410
Derivatives not designated as hedging instruments:
Foreign exchange forward contracts	Accrued liabilities	—		681
Total fair value of derivative liability instruments		$	2,976	$	4,091

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


	September 30, 2024
	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							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	8,377	$	—	$	8,377	$	(1,830)	$	—	$	6,547
Derivative liabilities	(2,976)		—		(2,976)		1,830		—		(1,146)


	December 31, 2023
	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							Derivative Financial Instruments		Cash Collateral Received (Pledged)		Net Amount
Derivative assets	$	21,819	$	—	$	21,819	$	(4,091)	$	—	$	17,728
Derivative liabilities	(4,091)		—		(4,091)		4,091		—		—