annual report 2014
our journey forward at shire we have a clear and focused strategy 
to become a leading global biotech delivering 
innovative medicines to patients with rare 
diseases and other specialty conditions
to this end we work together as one to excel 
across four key strategic drivers growth 
innovation efﬁ ciency and people
view more at
ar2014shirecom annual report 2014 shire plc 01
strategic report
chairman’s review 02
chief executive officer’s review 04
financial highlights 08
where we are 09
strategy and business model 10
key performance indicators 12
at a glance inline 14
at a glance pipeline 16
strategic drivers 18
responsibility 26
principal risks 32
year in review 40
review of our business 42
governance
board of directors 60
corporate governance report 62
directors’ remuneration report 74
additional statutory information 102
directors’ responsibilities statement 106
financial statements
independent auditor’s report 107
consolidated balance sheets 110
consolidated statements of income 111
consolidated statements of comprehensive income 112
consolidated statements of changes in equity 113
consolidated statements of cash flow 115
notes to the consolidated financial statements 117
other information
other financial information 166
shareholder information 173
shire head offices  174
cautionary statements 175
parent company financial statements of shire plc 176
shire trademarks 197
tom garthwaite
patient with hunter syndrome
we are committed to leading the way in treatments for 
rare diseases such as hunter syndrome with the goal 
of helping patients like tom lead better lives we take 
inspiration from patients like tom continuing to research 
and develop innovative treatments for diseases that are 
often unheard of and unrecognized providing hope for a 
better tomorrow 
growth see page 18
people see page 24
efficiency see page 22
innovation see page 20 02 shire plc annual report 2014
susan kilsby
chairman
chairman’s review
02 shire plc annual report 2014
at shire we focus on people 
those that work for us partner 
with us invest in our strategy 
and above all those who 
depend on the medicines we 
make every day our purpose is 
to help people with lifealtering 
conditions lead better lives we 
ask the questions that are raised 
by rare and specialty diseases and 
pursue new possibilities through 
thoughtful and innovative science
creating exceptional value
when we do what is good we believe good follows value 
is created not just for the patients but for physicians 
caregivers employees communities payers policymakers 
and shareholders—for anyone or any institution that our 
global company can touch and value we were reminded 
this year can be created—and recognized—in so many ways  annual report 2014 shire plc 03
strategic report governance financial statements other information
extraordinary results
we had an eventful year in 2014 we had unprecedented 
fi nancial results as you’ll see in the pages to come we 
completed our acquisition of viropharma and successfully 
integrated this organization serving new patients with the 
product cinryze
®
 a medicine for the infl ammatory condition 
known as hereditary angioedema at the same time we 
acquired two rare diseases entities—lumena and fibrotech 
we fortifi ed our presence in established therapies and opened 
doors to new ones including ophthalmics we moved into 
our new international operational headquarters in zug 
switzerland and reinvigorated our presence in europe asia 
and latin america we continued to streamline operations 
and to put the right people into the right jobs to complement 
the immediate impact of mergers and acquisitions with our 
focus on continuing organic growth on behalf of adults with 
binge eating disorder we fi led in the us for a supplemental 
new drug application for vyvanse
®
 which the food and drug 
administration “fda” approved on january 30 2015 as the 
fi rst and only medication for the treatment for this disorder 
and most recently we acquired nps pharma bringing two 
exciting rare disease therapies into our product portfolio
we were again recognized as a constituent of the ftse4good 
index series a leading responsibility investment index and 
also earned the distinction from corporate knights in their 
ranking of the 2015 global 100 most sustainable 
corporations in the world 
we accomplished all this while responding to abbvie as 
it considered the role that shire might play within its own 
strategic framework we never lost sight of the company 
that shire is throughout the process 
we have a strong independent future and we’re passionate 
about building it
executing our strategy
our plan moving forward is to emerge as a leading global 
biotech focused on rare diseases and other speciality 
conditions to get there we’ll continue our investment in 
our four key strategic drivers growth innovation effi ciency 
and people under the leadership of our chief executive 
offi cer dr flemming ornskov we’ll strengthen—and 
sustain—our platform through our focused approach to 
mergers and acquisitions pipeline advancement and cash 
management we’ll rely on the people who make shire what 
it is—a diversifi ed team representing many skills and broad 
experiences
outstanding contributions
our board of directors made signifi cant contributions to shire 
throughout 2014—going far above and beyond expectations 
to render opinions and weigh choices i have the distinct 
pleasure of working with board members who bring the full 
complement of scientifi c medical fi nancial organizational 
and commercial insights to bear on complex opportunities 
in closing i would like to extend my gratitude to the people 
of shire who remained focused on what mattered most 
throughout the year—our patients the world is a healthier 
place thanks to shire our people are the reason
susan kilsby
chairman
we have a strong 
independent future
and we’re passionate 
about building it 04 shire plc annual report 2014
heading
sub heading
in 2014 we delivered record sales 
and proﬁ tability and continued 
to strengthen our pipeline of 
important medicines to enable 
people with life altering conditions 
to lead better lives
at the same time we embarked on our course with the aim of 
becoming a leading global biotech building on the foundation 
laid by our one shire reorganization for us it was a year 
of delivering outstanding results and superior shareholder 
returns setting a clear direction and gaining momentum
moving forward
one of the highlights of 2014 for me was the ongoing journey 
to transform shire into a highgrowth more effi cient more 
innovative organization with a streamlined structure
we made great progress in this regard and our success was 
the result of a tremendous team effort to achieve a step 
change in growth profi tability cash generation and to 
increase the value of our pipeline
we were also focused a prime example was our rapid and 
effective integration of viropharma following completion of 
the 4 billion acquisition early in the year we successfully 
accelerated the growth of cinryze which came to us 
through the viropharma acquisition while obtaining 
operational synergies and advancing the acquired pipeline
chief executive ofﬁ cer’s review
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dr flemming ornskov
chief executive offi cer
04 shire plc annual report 2014 annual report 2014 shire plc 05
a clear direction
our aspiration is to become a leading global biotech 
delivering innovative medicines to patients with rare diseases 
and other specialty conditions we are prioritizing those areas 
that enable us to realize our purpose and maintain leading 
positions in the therapeutic areas in which we compete 
our commercial excellence is driving superior topline results 
and our operational effi ciency is enabling us to reinvest for 
the future we have highly effective business development 
capabilities and a robust and innovative pipeline simply put 
we are a highgrowth highly innovative company making a 
real difference in people’s lives 
the best of two worlds
we are uniquely placed to make a difference in people’s lives 
due to our distinctive mix of complementary business units 
and capabilities i like to think of it as a triangle with our 
rare diseases business unit at the center where we are 
increasingly focusing our rd dollars supported by the 
strength of the products in our specialty business units – 
neuroscience gastrointestinal gi and internal medicine 
and our recently added ophthalmics business unit through 
this combination we get the best of two worlds – the future 
longterm growth and opportunities of rare diseases which 
was our fastest growing business 46
1
 in 2014 and the 
continued foundation and growth of our cashgenerating 
specialty products which contribute signifi cantly to our 
rare disease rd dollars 
moreover there is an interplay between our business units 
that aids our current and future innovation and growth as we 
adapt our existing therapeutic area expertise to a rare disease 
focus we are leveraging our domain expertise in rare 
diseases in the development of an intrathecal delivery device 
for enzyme replacement therapies and this year we partnered 
with armagen to conduct research into therapies that can 
cross the bloodbrain barrier for hunter syndrome we have 
added to our ophthalmics pipeline with the acquisition of the 
specialist biotech company bikam pharmaceuticals with its 
preclinical asset shp630 in development for the potential 
treatment of autosomal dominant retinitis pigmentosa in 
addition through our acquisition of lumena we have added 
late stage pipeline assets for rare gihepatic conditions and 
through our acquisition of fibrotech we added an antifi brotic 
agent for focal segmental glomerulosclerosis our most 
recent acquisition of nps pharma further builds upon our rare 
disease expertise with therapies for short bowel syndrome 
“sbs” and hyperparathyroidism “hpt”
our distinctive mix of complementary 
business units and capabilities
rare
diseases
ophthalmics
neuroscience
gi  internal 
medicine
our domain expertise in rare diseases is a key differentiator 
for shire it enables us to make the most of our belief that 
those living with rare conditions are just as deserving of 
treatment as those living with more common conditions
to build on our distinctive focus and strengths we have four 
strategic drivers growth innovation effi ciency and people 
in 2014 we hit signifi cant milestones across all four
driving strong growth across all our businesses
shire delivered growth through commercial excellence across 
all of our business units 
in rare diseases through our acquisition of viropharma 
we added and accelerated the sales growth of cinryze 
30 on a pro forma basis
2
 an innovative product for 
the prophylactic treatment of hereditary angiodema hae 
attacks firazyr
®
 our treatment for acute hae attacks 
also grew strongly 55 in our gi business lialda
®
 
has become the number one prescribed 5asa in the us
3
 in 
2014 and gained an additional 5 of market share in 2014 
in neuroscience vyvanse sales grew 18 as more patients 
continued to use vyvanse to treat their attention defi cit 
hyperactivity disorder “adhd” 
1
 product sales growth including cinryze products sales acquired 
in january 2014 with viropharma 
2
 2013 cinryze product sales reported by viropharma
3
 ims sfss attribute ranking table study
strategic report governance financial statements other information 06 shire plc annual report 2014
we grew around the world too – continuing to expand our 
footprint with products available in 68 countries including 
the launch of two products vpriv
®
 and agrylin
®
 in japan 
sales outside of the us were 175 billion an increase of 
11 versus 2013 
much of our growth outside of the us was driven by our rare 
diseases business unit particularly in europe and the middle 
east and africa with these regions accounting for more than 
50 of our revenues outside the us despite the clinical 
regulatory and commercial challenges with bringing a rare 
disease treatment to market we reached eight new 
international markets in 2014 in addition the launch of 
elvanse
®
 marketed as vyvanse in the us has been 
a success launching in four countries this year making 
the product available in 12 markets outside of the us our 
international gi business unit has also shown strong growth 
this year with mezavant
®
 marketed as lialda in the us 
net sales growing by 12 and resolor
®
 net sales 
increasing by 26 
enhancing our innovation
through 2014 we continued to concentrate our rd on rare 
diseases – the majority of our research dollars now goes into 
this area overall we invested 840 million on a non gaap 
basis in rd
2
 and we hosted our fi rst rd day showcasing 
the innovation in our pipeline in 2014 we have 27 programs 
in clinical development 22 of them distinct the balance 
relating to new markets or new indications – the most in 
shire’s history 
mixing internal and external innovation we have built a strong 
rare diseases platform in several areas including enzyme 
replacement plasmaderived products kidney and fi brotic 
related conditions and now in rare gastrointestinalhepatic 
diseases with the acquisition of lumena this enables us 
to develop products that can be brought to market in new 
areas where there is a high medical need
alongside our strong research capability in rare diseases we 
made excellent progress in enhancing our specialty pipeline 
in neuroscience for example we explored product 
candidates such as shp465 a potential treatment for adhd 
in adults we are also entering new markets with vyvanse 
having received fda approval on january 30 2015 for the 
treatment of binge eating disorder “bed” in adults bed 
affects an estimated 28 million
1
 us patients and vyvanse 
is the only fda approved treatment for this condition
increasing efﬁ ciency throughout our organization
our ongoing drive to increase effi ciency gained momentum 
through the year as we took advantage of the signifi cant 
reorganization undertaken in 2013 to streamline and simplify 
shire this was a contributor to our achievements in the year 
notably our profi tability which is at an alltime high with a non 
gaap ebitda margin of 44
2
  our ability to generate cash 
with cash generation of 24 billion
2
 in 2014 and our sales 
per employee 12 million we also simplifi ed our global 
footprint by establishing our us operational headquarters in 
lexington massachusetts and our international operational 
 headquarters in zug switzerland
attracting rewarding and retaining great people 
throughout 2014 we continued to hire and retain excellent 
talent at all levels our performance in a year which included 
the uncertainty and distraction resulting from the offer from 
abbvie is a testament to the great commitment skills and 
resilience of our people who continued to focus on their work 
and delivered record revenue and non gaap earnings this 
refl ects not only the dedication of our people but also the 
strength of our patientfocused culture i’m proud that we are 
increasingly recognized as a company where great people do 
great work to help transform lives around the world
chief executive ofﬁ cer’s review
continued
product sales percent cagr 
10 x 20 details
  inline 7 billion expected 
from onmarket products
3
  pipeline 3 billion 
expected from existing 
pipeline
3
  upside nps pharma 
lumena fibrotech bikam 
cinryze new uses early 
stage pipeline and future 
business development 
provide additional upside 
to 10 x 20
 inline 
 existing pipeline
 upside
5bn
7bn
3bn
10 cagr
2013 2020
10bn
1
 hudson ji hiripi e pope hg kessler rc the prevalence and correlates of 
eating disorder in the national comorbidity survey replication biol psychiatry 
2007613348358 erratum in biol psychiatry 2012722164 and howden 
lm et al age and sex composition 2010 us census bureau 2011
2
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166
3
 shire announced its 10x20 aspiration on june 23 2014 and seeks to achieve 
2020 product sales of 10 billion from its inline and pipeline portfolio as at 
may 2014
  5bn represents sales from 
continuing operations annual report 2014 shire plc 07
i am thankful for the leadership of our employees and their 
outstanding contributions through such a successful and 
eventful year shire has become a place that attracts people 
because it has the things they are looking for – low hierarchy 
quick decision making interesting products and collaborative 
colleagues as we continue to grow and pursue our goal to be 
a leader in biotech shire is a place which offers increasing 
opportunities and rewards for everyone involved
i would also like to thank our investors for their continued 
loyalty i am very pleased and proud of the fact that we attract 
investors who continue to support us on our journey 
aiming to lead in biotech
our four strategic drivers – growth effi ciency innovation and 
people – are the engines propelling us forward on our journey 
to become a leading global biotech with a focus on rare 
diseases and specialty conditions we have made signifi cant 
progress this year but we also recognize that we are still in the 
early stages of our journey we remain committed to being 
a lean streamlined innovationdriven and growthfocused 
company a company that is big on ideas and value rather 
than simply big this is as much a mentality shift as an 
operational shift – it’s about thinking differently and acting 
differently to get where we want to go
10 x 20 a journey and a goal 
t o guide and encourage us we have set the target of achieving 
10 billion in product sales by 2020 our 10 x 20 goal acts as 
our compass as we navigate excellent commercial execution 
across our business units and strong innovation in our 
pipeline this is the direction we have set for ourselves 
10 x 20 is a new and galvanizing target for us but in many 
ways it is very much in character – we are a high performance 
company setting another high bar to meet and exceed it is 
also as much about the journey as the goal i like both the 
ambition of 10 x 20 and the adventure of getting there
transforming lives 
looking ahead we will continue to build on our strong 
foundation and achievements we have a clear growth 
strategy and a streamlined organization we know where we 
are heading and in great measure how we are going to get 
there but we also know that the year ahead will feature new 
opportunities and challenges that we are ready to make the 
most of so we continue to strive to strengthen and improve 
through all of our change and progress one thing above all 
remains constant – our patients we’re on this journey for 
them and we are inspired to make a difference because we 
want to deliver innovative medicines that have the potential 
to transform their lives
flemming ornskov md mph
chief executive offi cer
58bn
2014 record product sales
sales in 68 countries
we’ve continued to expand our footprint
 
44
non gaap ebitda margin
1
840m
investment in non gaap rd
1
 
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166
strategic report governance financial statements other information 08 shire plc annual report 2014
shire delivered record sales 
and earnings in 2014 and is 
well positioned for continued 
growth and success
financial highlights
 from continuing operations
2014
2013
2012
60
49
45
t otal revenues 
billion
6bn
product sales
58bn
 23
people
5016
 6
28
20
16
2014
2013
2012
non gaap ebitda
1
billion
28bn
 non gaap cash generation
1
24bn
 35
non gaap ebitda margin
1
44
 6
147
156
138
2014
2013
2012
non gaap adjusted roic
1

147
countries with sales
68
 
non gaap operating income
1
26bn
 39
percentage 
points
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166 annual report 2014 shire plc 09
where we are
we market our products in 
68 countries around the world 
we have ofﬁ ces in 34 countries 
and employ more than 5000 
talented people
2014 product sales by  region  
 usa 70
 europe 20
 latin america 4
 other regions 6
north america 
3532
2014 employee numbers
t otal  5000
key location
lexington ma
us operational 
headquarters
key location
zug switzerland
international 
operational
headquarters
europe 
1 168
latin america 
187
other
regions 
129
strategic report governance financial statements other information
58bn
2014 product sales 10 shire plc annual report 2014
strategy and business model
we focus on researching developing 
and marketing innovative medicines that 
have the potential to transform the lives 
of people around the world with rare 
and other specialized conditions 
where we are heading
transforming lives
our purpose is to enable people with life altering 
conditions to lead better lives 
a leading global biotech
we aspire to be a leading global biotech delivering 
innovative medicines to patients with rare diseases 
and other specialty conditions 
10 x 20
to guide and motivate us on our journey we seek 
to achieve product sales of 10 billion by 2020
how we are going to get there
four strategic drivers
to realize our aspiration to become a leading biotech 
we will concentrate our efforts on four strategic drivers 
growth
  optimize inline assets via commercial excellence
  advance latestage pipeline and launch 
new products
  accelerate top and bottomline growth through 
the acquisition of core  adjacent assets
innovation
  expand our rare diseases expertise and offerings 
  reinvest in rd
  extend our portfolio to new indications and 
therapeutic areas
  collaborate globally to advance our scientiﬁ c 
and commercial priorities
efﬁ ciency
  operate a lean and agile organization
  concentrate operations in lexington and zug
  execute to a high standard by meeting 
milestones and delivering on our commitments
people
  foster and reward a highperformance culture
  attract develop and retain the best talent 
  live our values
product sales percent cagr 
10 x 20 details
  inline 7 billion expected 
from onmarket products
1
  pipeline 3 billion 
expected from existing 
pipeline
1
  upside nps pharma 
lumena fibrotech bikam 
cinryze new uses early 
stage pipeline and future 
business development 
provide additional upside 
to 10 x 20
 inline
 existing pipeline
 upside
5bn

7bn
3bn
10 cagr
2013 2020
10bn
1
 shire announced its 10 x 20 
aspiration on june 23 2014 and 
seeks to achieve 2020 product sales 
of 10 billion from its inline and 
pipeline portfolio as at may 2014
  5bn represents sales from 
continuing operations annual report 2014 shire plc 11
we are on a dynamic journey 
characterized by high growth 
ongoing innovation and leadership 
in the areas in which we choose 
to compete 
our business model
to drive our growth we have a unifi ed global business model 
focused on our strategic drivers we lead our business 
through our executive committee which supported by 
our inline and pipeline committees ensures we allocate 
resources and make decisions across the enterprise in the 
best interests of all our stakeholders – patients employees 
physicians payers policy makers and investors
this streamlined way of working means we can quickly adapt 
and change our business around the world as we pursue 
and make the most of opportunities to develop and market 
innovative treatments that have the potential to transform 
the lives of people around the world 
one culture
we have a clear and strong patientfocused performance
based culture which is grounded in our purpose of enabling 
people with life altering conditions to lead better lives
  we have the courage to lead the way
  we are agile and adaptable to meet the changing needs 
of our stakeholders
  we deliver on our promises to all of our stakeholders
  we fearlessly innovate to address unmet patient need
  we do the right thing in the right way
we value and invest in our employees to ensure they have the 
capabilities and support to implement our strategy achieve 
our vision and deliver value to all our stakeholders
inline – commercial excellence
our inline focus is on marketing 
products to meet the needs of 
patients today
our business units focus exclusively on the commercial 
execution of our marketed products in the areas of rare 
disease neuroscience gastrointestinal and internal 
medicine in addition we have recently added an 
ophthalmics business unit to support the development 
of our pipeline candidates 
pipeline – innovation excellence
our pipeline focus is on the products 
we are developing to meet the needs 
of patients tomorrow
we have a single research and development rd 
organization that focuses on enhancing our pipeline of 
innovative treatments to address unmet patient needs with an 
increasing emphasis on rare diseases we are also adapting 
our expertise in existing therapeutic areas to that of a rare 
disease focus this focus ensures we explore and develop 
opportunities built upon our core strengths and also enables 
us to explore related and emerging areas
our growth is also fueled by the acquisition of new 
companies licensing agreements and new product 
development opportunities through partnerships our global 
corporate development team searches for new technologies 
innovative products and strategic partnerships that have the 
potential to address unmet medical needs and provide new 
growth opportunities for shire the team is engaged in 
conversations with scientists and entrepreneurs around the 
world while collaborating daily with commercial and rd 
experts throughout the company
strategic report governance financial statements other information 12 shire plc annual report 2014
key performance indicators
in 2014 we measured our 
performance against our strategic 
priorities through both ﬁ nancial 
and nonﬁ nancial kpis 
growth 
drive performance from our 
currently marketed products 
to optimize revenue growth 
and cash generation 
innovation 
build our future assets through 
both rd and business 
development to deliver innovation 
and value for the future
during 2014 shire focused its rd efforts investing 840 
million to drive pipeline innovation in 2014 shire had 27 
programs excluding preclinical in our pipeline – 22 distinct 
programs with the balance relating to new markets and new 
indications – the most in shire’s history
pipeline highlights included
pipeline enhanced through business development with new 
rare disease investments in lumena gi fibrotech renal 
armagen hunter syndrome and bikam ophthalmics
fast track and orphan drug designation granted for shp607 
for the prevention of retinopathy of prematurity “rop”
fast track designation granted for shp609 for the 
treatment of hunter syndrome with central nervous 
system “cns” symptoms
topline results announced from opus2  sonata trials for 
lifi tegrast shp606
held fi rst ever rd day during 2014
number of products in pipeline excluding preclinical assets
2014
2013
2012
025 515 10 20 30
 
phase 1
 
phase 2
 phase 3
 
registration
 
approved
net product sales ’bn  
2014
2013
2012 43
2
48
2
58
1
product sales grew strongly in 2014 up 23 to 58 billion 
this included sales from products acquired through the 
acquisition of viropharma primarily 503 million from 
cinryze product sales excluding products acquired with 
viropharma were up 11 in 2014
product sales growth was achieved from across shire’s 
portfolio with six products delivering double digit growth 
in 2014 at constant exchange rates “cer”
sales outside the us grew 11 to 175 billion 
shire expanded its presence in the japanese market with the 
approval of both vpriv for the improvement of symptoms 
of gaucher disease and agrylin for essential thrombocythemia 
non gaap cash generation ’bn
3
2014
2013
2012 16
18
24
shire delivered record non gaap cash generation of 
24 billion in 2014 up 35 from 2013 this was driven by 
strong product sales growth combined with the continued 
delivery of operating leverage
1
 includes cinryze product sales which were up 30 on a pro forma basis 
compared with 2013 2013 sales were recorded by viropharma prior to the 
acquisition of viropharma by shire 
2
 restated to exclude dermagraft
®
 sales from continuing operations
3
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166 annual report 2014 shire plc 13
efﬁ ciency
operate a lean and agile 
organization and reinvest 
for growth
people 
foster a high performance culture 
where we attract and retain talent
non gaap ebitda margin 
1
2014
2013
2012 32
38
44
non gaap ebitda margin was 44 up 6 percentage points 
when compared to 2013 38
non gaap ebitda margin growth delivered in 2014 
demonstrates our ability to drive top line growth whilst 
delivering operating leverage
operating expenditure in 2014 benefi ted from the 
reorganization undertaken in 2013 which streamlined and 
simplifi ed shire these efforts enabled shire to deliver margin 
improvement whilst continuing to invest for the future 
shire announced plans to streamline its business globally 
through two principal locations – massachusetts and 
switzerland – with support from regional and country 
based offi ces around the world
non gaap adjusted roic
1
2014
2013
2012 138
156
147
signifi cant business development activity particularly the 
acquisition of viropharma led to slightly lower non gaap 
adjusted roic to 147 in this year of investment 
record earnings in 2014 has enabled shire to continue to 
deliver non gaap adjusted roic well in excess of its cost 
of capital whilst continuing to make signifi cant investment in 
future growth
we believe that these kpis 
represent meaningful and relevant 
measures of our performance and 
are an important illustration of our 
ability to achieve our objectives 
sales per employee ’m  
2014
2013
2012 082
090
116
number of employees 
2014
2013
2012 5367
5336
5016
our success as a business depends on having highly 
motivated experienced and capable employees we are 
committed to maintaining a highperforming and committed 
workforce providing a safe working environment that 
welcomes a diversity of experiences and perspectives 
nurtures talent and rewards those who deliver results 
throughout 2014 shire continued to hire and retain talent 
at all levels
shire delivered record product sales performance in 2014 
despite uncertainty and distraction resulting from the offer 
from abbvie
during 2014 shire continued to streamline and simplify its 
business while continuing to deliver improvements in sales 
per employee
shire improved performance against all ohi organizational 
health priority practices in 2014
shire achieved a 97 job acceptance rate amongst 
new hires
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166
strategic report governance financial statements other information 14 shire plc annual report 2014
inline products
inline
our business units
to drive continued growth we 
focus on commercial excellence 
across our business units 
in 2014 we achieved strong 
results for all our top products
year on year product growth 
18 vyvanse
20 lialdamezavant
9 elaprase
®
 11 at cer
30 cinryze 
1
7 replagal
®
 10 at cer
2 adderall xr
®
 3 at cer
7 vpriv 8 at cer
55 firazyr
2  intuniv
®
3 pentasa
®
0 other products
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
rare
diseases
ophthalmics
neuroscience gi  internal 
medicine
1
 on a pro forma basis 2013 sales recorded by viropharma prior to acquisition 
by shire annual report 2014 shire plc 15
products
million
1
 2013 recorded by viropharma prior to the acquisition of viropharma by shire
strategic report governance financial statements other information
vyvanse
1449m
2013 1228m
adhd
vyvanse product sales grew strongly up 18 
in 2014 primarily due to the benefi t of price 
increases and to a lesser extent higher us 
prescription demand and growth in exus 
product sales this growth was partially 
offset by a lower level of stocking in 2014 
as compared to 2013
lialdamezavant
634m
2013 529m
ulcerative colitis
the 20 growth in product sales for lialda
mezavant in 2014 was primarily driven by 
higher prescription demand up 25 and to 
a lesser extent a price increase taken at the 
beginning of 2014 the growth was partially 
offset by a lower level of stocking and higher 
sales deductions as a percentage of sales in 
2014 as compared to 2013
elaprase
593m
2013 546m
hunter syndrome
elaprase sales growth was up 9 up 11 
on a cer basis driven by continued growth 
in the number of treated patients especially 
in emerging markets sales growth was also 
negatively impacted by foreign exchange
cinryze
503m
2013 na
for the prophylactic treatment of hereditary 
angioedema
shire acquired cinryze through its acquisition 
of viropharma on january 24 2014 cinryze 
sales were 503 million in 2014 growing 30 
on a proforma basis on 2013
1
 primarily driven 
by more patients on therapy and to a lesser 
extent the impact of a price increase in the us 
and an increase in channel inventory
replagal
500m
2013 468m
fabry disease
replagal sales were up 7 compared to 
2013 up 10 on a cer basis driven primarily 
by higher unit sales as we continue to see an 
increase in the number of patients on therapy 
with good growth in emerging markets and to a 
lesser extent europe the benefi t of higher unit 
sales was partially offset by foreign exchange
adderall xr
383m
2013 375m
adhd
adderall xr product sales were up 2 
in 2014 as a result of higher prescription 
demand partially offset by lower stocking 
in 2014 compared to 2013
vpriv
367m
2013 343m
gaucher disease
vpriv sales were up 7 up 8 on a cer 
basis driven by a strong performance in the 
eu and us as we continue to add naïve 
patients and gain patients switching from other 
therapies sales growth was also negatively 
impacted by foreign exchange
firazyr
364m
2013 235m
for the treatment of acute hae attacks
firazyr sales growth was up 55 compared 
to 2013 driven by a higher number patients on 
therapy and the effect of a price increase in the 
us market
intuniv
327m
2013 335m
adhd
intuniv product sales were down 2 
compared to 2013 refl ecting the impact of 
generic competition from december 2014 
resulting in lower prescription demand 
signifi cantly higher sales deductions as a 
percentage of product sales and destocking as 
compared to a slight level of stocking in 2013 
this was partially offset by price increases taken 
in 2014 the impact of generic competition saw 
intuniv market share fall to 23 at the end of 
2014 from 46 at the beginning of the year
pentasa
290m
2013 281m
ulcerative colitis
pentasa product sales were up 3 as the 
benefi t of price increases was partially offset by 
higher sales deductions and a lower prescription 
demand in 2014 compared to 2013 16 shire plc annual report 2014
pipeline products
pipeline
we aim to excel in innovation 
to meet patients’ signiﬁ cant 
unmet needs in 2014 we 
continued to strengthen our 
pipeline through focused rd 
and business development
preclinical 33 preclinical research 
programs including
shp619
duchenne’s muscular 
dystrophy
shp631
hunter syndrome 
th  gch1 
gene pod parkinson’s 
subset
shp608 
dystrophic ebullosa
shp630 
adrp
shp624
heme b gene edit
shp628 ft061
renal impairment
phase one shp611 
mld phase 12
shp616 
cinryze sc
hae prophylaxis
shp622
friedreich’s ataxia
shp616 cinryze 
acute neuromyelitis 
optica
shp616 cinryze 
paroxysmal nocturnal 
hemoglobinuria
shp627 ft011
focal segmental 
glomerulosclerosis
shp626 lum002
nonalcoholic 
steatohepatitis
phase two shp602 
iron overload
clinical hold
shp610 
sanfi lippo a
shp609
hunter it 
shp607 
prevention of rop
shp620 maribavir
cmv in transplant patients
ldx japan
adhd
shp616 cinryze 
acute antibody mediated 
rejection
shp625 lum001 
primary biliary cirrhosis
shp625 lum001 
progressive familial 
intrahepatic cholestasis
shp625 lum001 
alagille syndrome 
shp625 lum001 
primary sclerosing 
cholangitis
phase three firazyr
ace inhibitorinduced ae
firazyr japan
hae acute
shp616 cinryze 
japan
hae prophylaxis 
shp555 us 
chronic constipation
shp606 liﬁ tegrast 
dry eye disease
intuniv japan 
adhd 
shp465
adhd 
registration xagrid
®
 japan
thrombocythaemia
approved q3 2014
intuniv eu 
adhd
vpriv japan
gaucher
approved q3 2014
vyvanse 
bed in adults
approved q1 2015
lisdexamfetamine dimesylate active ingredient in vyvanse annual report 2014 shire plc 17
anticipated pipeline milestones
1
  vyvanse bed in adults approved january 30 2015
2 
 subject to regulatory approval
3 
 interim shp625 pfic indigo data expected q2 2015
shp606 liﬁ tegrast 
nda filing
shp625 lum001
algs imago study
phase 2 head line data
vyvanse 
bed in adults launch
1
shp620 maribavir 
phase 2 head line data
shp625 lum001 
pbc phase 2 head line data
shp611 
mld phase 12 head line data
shp625 lum001
algs itch study
phase 2 head line data
shp607 
rop phase 2 head line data
shp606 liﬁ tegrast 
launch
2
shp625 lum001 psc
phase 2 head line data 
shp625 lum001
3
 pfic
phase 2 head line data 
shp609 
phase 23 head line data
shp610 
phase 2b head line data
2016
2015
strategic report governance financial statements other information 18 shire plc annual report 2014
joseph tauber md
tauber eye center kansas city mo us
we make the most of our distinctive mix of businesses 
to drive continued growth in 2014 we added our new 
ophthalmics business with the help of specialists such 
as dr joe tauber and dr howard mayer shire we are 
working on a number of developments in this specialist 
area notably our potential treatments for dry eye 
disease and for the prevention of retinopathy of 
prematurity rop
strategic drivers strategic report governance financial statements other information
annual report 2014 shire plc 19
growth
for shire growth is both a means 
and an end sustained high growth 
across all our business units enables 
us to fuel further rd and in turn 
develop innovative new products 
for patients with unmet needs 
growth drives our revenues and 
proﬁ ts it adds to our momentum 
growth too is a great marker of our 
progress as we strive to achieve our 
10 x 20 target to double our product 
sales
1 
 to 10 billion by 2020
5830m
product sales
6
double digit growth products
 
23
product sales growth
2402m
non gaap cash generation
2
 
flemming ornskov ceo
we are on track to ﬁ le 
liﬁ tegrast in 2015 
and recently received 
fast track designation from 
the fda on shp607 
1
 compared to 2013 product sales of 48 billion
2
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166 20 shire plc annual report 2014
innovation
innovation is the lifeblood of 
our current and future success 
we seek to focus our innovation 
across areas with high medical 
need to this end we aim to 
expand our rare disease 
expertise and offerings through 
research and partnerships and 
to extend our existing portfolio 
of products to new indications 
and therapeutic areas
840m
2014 investment in 
non gaap rd
1
 
2014 number of programs 
in pipeline
as at december 31 2014 
 preclinical 33
 phase 1 7
 phase 2 11
 phase 3 7
 registration 2
60
strategic drivers
continued
1
   this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166 strategic report governance financial statements other information
annual report 2014 shire plc 21
cindy hahn
founder and ceo 
the alagille syndrome alliance algsa
with our focus on rare diseases and other specialty 
conditions we are always looking to build on our 
existing strengths and extend our expertise to new 
and complementary areas through our acquisition 
of lumena for example we are in clinical trials with 
shp625 for the treatment of alagille syndrome 
collaborating with patient advocates like cindy to 
advance our understanding and capabilities and 
help patients in need 2014
2013
44 27 14 14 
38 30 19 13 
5830
4758
22 shire plc annual report 2014
efﬁ ciency
our ongoing focus on efﬁ ciency 
enables us to reinvest in continued 
growth the leaner and more 
agile we are as an organization
the more able we are to fuel and 
fulﬁ l our purpose to enable people 
with life altering conditions to lead 
better lives
ongoing efﬁ ciency program
  integrated rd under a single team
  created a geographic footprint with two major hubs
  streamlined other corporate functions and internal processes
  divested noncore assets eg dermagraft
signiﬁ cant margin improvement
 million percent of product sales
12 
 
ebitda 
 
sga 
 
rd 
 
cogs
1
  results from continuing operations including viropharma inc 
and excluding dermagraft
2
  this is a non gaap ﬁ nancial measure for reconciliation to us gaap 
please see page 166
strategic drivers
continued strategic report governance financial statements other information
annual report 2014 shire plc 23
our new international operational hq
zug switzerland
by maximizing effi ciency across shire we free 
up greater resources to focus on researching 
developing and bringing to market much 
needed treatments for patients one example 
of improved effi ciency is the consolidation of 
our global hubs into our us operational hq in 
lexington ma and an international operational 
hq in zug switzerland 24 shire plc annual report 2014
strategic drivers
continued
people
our people are at the heart of 
our journey to become a leading 
biotech delivering innovative 
global medicines to patients with 
rare diseases and other specialty 
conditions we focus on attracting 
and retaining great people and 
giving them an environment where 
they are encouraged to excel
overall gender breakdown
as at december 31 2014  
 male 
 female 
2014 employment by region
as at december 31 2014   
2461 49 2555 51
2736 51 2600 49
2014
2013
north america
europe
latin america
other regions
187
129
1168
3532
ongoing efﬁ ciency program
  foster and reward a highperformance culture
  attract develop and retain the best talent 
  live our values strategic report governance financial statements other information
annual report 2014 shire plc 25
members of the rare disease 
business unit zug switzerland
from our new international operational 
headquarters in zug to our sales forces around the 
world we work together as a closeknit resilient 
team dedicated to achieving high performance 
throughout shire we strive to create a great place 
to work where people can perform and progress 
to their full potential our shared purpose is to help 
people with lifealtering conditions lead better lives 26 shire plc annual report 2014
responsibility
we are committed to
responsibility throughout shire 
read more online at
wwwshirecomshireplcenresp
at shire we ground everything we do in our values – 
to be bold resilient accountable visionary and ethical 
this underpins our approach to responsibility and ultimately 
how we strive to develop innovative treatments to serve 
patients and to create enduring value for stakeholders 
responsibility at shire has always been embedded in our 
business – we have never separated it from our daily business 
activities decisions and relationships
in 2014 shire remained a constituent of the ftse4good 
index series a leading responsibility investment index we 
are also proud in 2015 of having the distinction of ranking 
among the 100 most sustainable corporations in the world 
with our inclusion for the fi rst time in the global 100 
shire has been included for the 
ﬁ rst time as one of the 100 most 
sustainable corporations in the world 
according to corporate knights
shire remained a constituent of the 
ftse4good index series as we have 
for many years
in 2014 we improved our 
performance in the cdp results 
achieving 91b rating our highest 
rating to date and above the ftse 
and pharmaceutical averages
our responsibility programs and activities include
  improving access to our rare disease medicines where 
they aren’t currently available
  raising awareness among physicians and parents of the 
signs of many rare and specialist conditions and providing 
the extra support often required with this type of diagnosis
  educating policy makers on the serious social impact of 
untreated adhd on families education the criminal justice 
system and society as a whole
  advocating to discourage the misuse abuse and diversion 
of adhd medications
  providing easytounderstand information on our clinical trials 
– including current trials underway as well as information on 
ﬁ ndings from completed trials
  reducing our environmental impact through a series 
of locallybased initiatives and programs
  supporting and encouraging diversity within our company by 
fostering a culture which respects and values contributions 
from a wide spectrum of experiences and individuals
  helping support minority and small business through 
a supplier diversity program in the united states
  respecting and protecting the human rights of all the 
individuals our business touches – from employees to 
partners and patients who participate in our clinical trials
  providing funding for medical aid to our ngo partners to 
help the ebola crisis annual report 2014 shire plc 27
core areas of focus
while responsibility at shire covers a wide range of topics and 
areas – including the environment community involvement 
and our people – our 2014 materiality assessment see page 
31 points to three primary areas where we have the greatest 
responsibility access to medicines transparency and 
disease awareness
areas of 
the greatest 
responsibility
access to
medicines
transparency
disease
awareness
access to medicines
for those with rare or specialist conditions obtaining access 
to treatment can be a big challenge even in more developed 
parts of the world such as north america and western 
europe according to shire’s rare disease index report 
which was published in 2013 some 7000 rare diseases have 
been identifi ed and treatment exists for less than 5 the 
report also revealed that it takes more than seven and a half 
years in the us to receive a proper diagnosis of a rare 
disease – it isn’t diffi cult to see how much longer this might 
be in less developed parts of the world 
for those with rare and specialist conditions improving 
access is largely about continuing to focus on developing 
new treatments for unmet patient needs where there may 
currently be little hope as a result we view the development 
of orphan drugs and treatments for other specialist 
conditions with signifi cant unmet needs as a core 
responsibility in itself
other ways to improve access involve reducing barriers such 
as affordability and geographic access for our existing 
treatments we have several programs to assist patients with 
affordability challenges in the us outside the us we have 
named patient programs and working with our ngo partner 
direct relief provide humanitarian access to patients where 
they might not otherwise be available 
we also have a longstanding relationship with americares 
donating medicines and funding to help people in need in 
poorer countries around the world these are just some of the 
ways we are working to provide hope to patients with few 
if any treatment options
disease awareness
disease awareness is especially important for shire because 
the conditions our products treat are often extremely rare or 
not well understood without the appropriate level of 
awareness conditions often remain undiagnosed to the 
detriment of the patient their family the healthcare system 
and society we believe that creating fact and evidencebased 
awareness of these conditions is key to enabling proper 
diagnosis and treatment
we aim to share our expertise and provide balanced 
reliable and scientifi cally sound information to help improve 
understanding and appreciation of diffi cult and lifealtering 
conditions we do this in a variety of ways for example by 
sponsoring new research and conducting educational 
workshops with doctors patients and policy makers 
we also seek to ensure responsible use of our products 
particularly among adhd patients through the convening 
of a coalition of medical mental health higher education 
student and industry experts working together to help 
prevent misuse abuse and diversion of adhd prescription 
stimulant medication 
transparency
transparency relates to many aspects of our business and 
in 2014 we made good progress in improving transparency 
particularly in the area of clinical trials in 2014 we launched 
shiretrialscom which provides patients physicians and 
researchers a single portal to access information on shire’s 
trials – current and past 
we also publish details regularly about our educational 
grants as well as donations made to patient groups and 
charitable organizations
in 2014 shire ranked in the top 25 of 60 companies in the 
uk evaluated by transparency international for transparency 
in corporate reporting which ranked companies based 
on their publication of antibribery and corruption efforts 
disclosure of subsidiariesoperations and disclosure of 
fi nancial data on foreign operations
wwwshiretrialscom
strategic report governance financial statements other information 28 shire plc annual report 2014
responsibility
continued
other areas of focus
diversity
our success continues to be driven by our diverse employee 
talent around the world we value all genders ages cultures 
experiences and backgrounds as we build and grow our 
global organization shire is an equal opportunity employer 
and strives to ensure that there is no discrimination against 
anyone applying for a job or in employment for reasons 
related to race religion national origin gender disability 
sexual orientation or any other personal characteristic
we do not have diversity targets or quotas and we do not 
focus exclusively on one group of employees over and above 
any other group of employees however we do focus very 
strongly on fostering a culture which aims to provide all our 
employees with a supportive work environment that values 
diverse opinions and experiences and enables individual 
group and organizational success
having a diverse workforce is only half the equation – the 
benefi t to our employees our patients our business and 
society comes from the respect consideration and inclusion 
of these different views into our work every day our growing 
global reach gives us the opportunity to bring to our 
business and for the benefi t of our patients greater depth 
of experiences and capabilities beyond our immediate 
workforce we also have a supplier diversity program in 
place in the us which provides opportunities for minority 
or disabled and veteranowned businesses more than 
112 of shire’s total 2014 us spend was in support of 
these businesses
in all our hiring and employment practices we are committed 
to ensuring we do not discriminate against individuals who 
have a disability we further assert our commitment to fair 
treatment and reasonable accommodation of applicants’ or 
employees’ disabilities in accordance with all applicable laws 
in the respective locations of all shire facilities
key 
 male
 female
 5016
9
203
2461 49 2555 51
2736 51 2600 49
2014
2013
7 78 2 22
8 80 2 20
2014
2013
140 70 63 30
149 72 57 28
2014
2013
overall gender breakdown 
as at december 31 2014  
shire plc directors gender split 
as at december 31 2014
shire senior managers gender split 
as at december 31 2014   annual report 2014 shire plc 29
our people
as of december 31 2014 shire employed more than 5000 
talented people with offi ces in 34 countries we promote 
the best use of our people on the basis of individual skills 
and experience matched against those required for the work 
to be performed and actively seek out a diversity of views 
and experiences
we believe we are better able to achieve our goals and 
continuously improve by supporting a strong performance 
culture while many factors contribute to this research has 
shown that the most important factor in performance is an 
employee’s relationship with his or her manager that’s why 
we have devoted considerable resources to help our 
managers be the best they can be this includes a dedicated 
online resource center for managers which provides critical 
support tips and elearning opportunities this tool is 
supplemented by facetoface and group opportunities to 
learn how to manage performance and develop people for 
which all shire people managers are accountable our pay for 
performance philosophy provides managers with a variety of 
programs to recognize and reward employee contributions 
and our employee share purchase plans enable employees 
to have a “vested” interest in the success of the business
driving performance requires a clear understanding of where 
we are heading and this happens at every level of the 
business – from the oneonone performance discussions 
between managers and employees to the all employee 
meetings held at any of our major sites shire communicates 
with all employees via periodic allcompany meetings the 
intranet allemployee emails from the ceo and other 
executives a social networking platform and quarterly 
leadership briefi ngs and cascades
 
ethnic minorities us
as at december 31 2014 
 nonminority 2551
 minority 742
 unstated 99
3392
2014 employment by 
country as at december 31 
2014 
 us 70
 uk 6
 switzerland 4
 ireland 2
 other 18
5016
our success continues to
be driven by our diverse
employee talent around the world 
the beneﬁ t to our employees
our patients our business
and society comes from the 
respect consideration and 
inclusion of these different views
into our work every day
strategic report governance financial statements other information 30 shire plc annual report 2014
while shire is a global company most environmental impacts 
from our facilities are local so we believe the impacts are 
most effectively addressed locally we therefore focus on 
local initiatives and setting local goals rather than global goals 
to reduce our impact these are supported at our major sites 
through our save committees who undertake sitespecifi c 
recycling and energy reduction programs we continuously 
strive to do the right thing and at each of our facilities our 
staff works to identify and implement projects to reduce our 
environmental impacts
this local approach has proven successful illustrated by 
shire’s improved performance in the carbon disclosure 
project’s cdp 2014 climate change disclosure and 
performance results where shire achieved its highest 
results to date of 91 and a “b” rating both above the 
pharmaceutical industry and ftse averages the cdp is 
an international notforprofi t organization which evaluates 
companies’ environmental performance
shire’s reporting of its greenhouse gas emissions ghg 
is outlined in the table below
responsibility
continued
our planet
shire is committed to operating a sustainable organization 
that protects our employees the environment and the 
communities where we conduct our activities we fi rmly 
believe that effective environmental management is a key 
component in achieving excellent company performance 
and making shire a worldclass organization and responsible 
corporate citizen
we strive to conserve resources and minimize adverse 
environmental impacts and risks that may be associated 
with our products facilities and operations we are committed 
to promoting the sustainable and effi cient use of natural 
resources waste minimization recycling energy effi ciency 
and responsible product stewardship in our business 
activities we have implemented key components of a 
health safety and environmental management system for 
our operations our health safety and environmental team 
continually work to improve this system
greenhouse gas assessment parameters
baseline year fy 2014
consolidation approach operational control
boundary summary all facilities with emissions greater than 1 of the overall footprint were included in the scope 1 and 2 
reporting of emissions from natural gas and electricity all global fleet fuel usage is included emissions from 
dieselfuel oil generators are less than 1 of total footprint and are excluded scope 3 includes business 
air travel and business vehicle travel which are significant enough to warrant inclusion in our annual report 
though not required by law the baseline year emissions were updated to 2014 due to a change in 
operational control of several locations which resulted in a material impact
consistency with the financial statements any facility with less than 1 of overall emissions is excluded from the reported inventory
assessment methodology greenhouse gas protocol and iso 140641 2006
intensity ratio ghg emissions per unit revenue
greenhouse gas emission source
 mtco2e
1
mtco2e millions
2014 2013 2014 2013
scope 1
2
26615 28554
scope 2 24523 24855
total scope 1  2 51138 53399 849 108
scope 3 28577 18579
total emissions
3
 79715 71978 1324 146
1
 ghg emissions reported in metric tonnes of carbon dioxide equivalents
2
 for scope 1 fleet usage an annual mileage of 20000 km was used to approximate ﬂ eet emissions for vehicles without precise annual mileage data available 
3
 emissions factors were sourced from uk’s defra database the climate registry the wri ghg protocol calculation tools and the united states epa’s climate 
leaders and egrid emission factors annual report 2014 shire plc 31
human rights
we support the un universal declaration of human rights 
wwwunorgendocumentsudhr and recognize the 
obligation to promote universal respect for and observance 
of human rights and fundamental freedoms for all without 
distinction to sex age race religion or any other 
characteristic protected by law
of paramount importance we safeguard the human rights 
of those taking part in our clinical trials which is primarily 
achieved through the process of informed consent shire 
adheres to the international conference on harmonization 
ich good clinical practice gcp guidelines
we are committed to the protection of the human rights of our 
employees in our offi ces and manufacturing facilities around 
the world we recognize that commercial success depends 
on the full commitment of all our employees and commit to 
respecting their human rights to provide them with safe and 
favorable working conditions that are free from unnecessary 
risk and to maintain fair and competitive terms and conditions 
of service at all times
we seek to comply fully with all relevant laws rules and 
regulations governing labor employment and the employment 
relationship in all of the countries where shire does business
we commit to the principles articulated in the international 
labor organization’s ilo “declaration on fundamental 
principles and rights at work” which includes the following 
four major principles 1 freedom of association and the 
effective recognition of the right to collective bargaining 2 
elimination of all forms of forced or compulsory labor 3 
abolition of child labor and 4 elimination of employment 
discrimination we also commit to the protection of human 
rights of our partners and suppliers and in turn expect them 
to do the same in their operations and to their employees 
around the world we do this through a regular and 
systematic audit of our suppliers and our responsible supply 
chain policy explicitly states our expectations of suppliers to 
uphold the ilo principles this policy can be found on our 
website wwwshirecom
organizing for greatest effect
we have more than a dozen internal responsibility leaders 
who serve as “sponsors” for focus areas such as the 
environment our people and the community the sponsors 
are responsible for setting goals which support our overall 
strategy ensuring progress and maintaining high standards 
they include senior representatives from legal research 
 development human resources technical operations 
environment health  safety compliance and risk 
management facilities corporate communications patient 
advocacy and public affairs our responsibility team 
facilitates the activities of responsibility working groups 
oversees communications and works with sponsors to 
identify risks and opportunities our approach to responsibility 
is championed by our ceo supported by the executive 
inline and pipeline committees and endorsed by our board
staying close to our stakeholders
we recognize the importance of seeking external input from 
key stakeholders such as patients physicians and others to 
understand what is most important to them and regularly 
consult and engage with them on these important areas 
during the year we engaged with investors patient groups 
and policy makers on a range of issues including our 
environmental approaches and disclosure our approach 
to clinical trials our role in ensuring the appropriate use of 
our adhd products philanthropy and access to medicines 
in 2014 we concluded a materiality assessment of shire’s 
responsibility areas
sharing and improving
we communicate widely and regularly on responsibility 
with all our stakeholders through our biannual publication 
responsibility matters our intranet and on our website 
shirecom we’re always interested to hear feedback 
and suggestions on how we can be an even more 
responsible organization
importance to stakeholders
lower priority higher priority  
employee engagement
public policy
disease awareness
transparency
access to medicine
pricing
clinical trials
animal testing
geographic expansion
mergers and acquisitions
environmental 
health and safety
stewardship of 
partnerssuppliers
ethical sales 
and marketing
product safety and 
pharmacovigilance
materiality assessment 2014
1
baseline expectation
1
 according to research with international stakeholders in 201314
strategic report governance financial statements other information 32 shire plc annual report 2014
risk management framework 
as a highly regulated biopharmaceutical company with a keen 
patient focus shire has implemented policies and procedures 
intended to reduce risk and to ensure appropriate and lawful 
conduct including with respect to product development 
manufacturing marketing and distribution operations within 
the increasing number of countries in which the company 
operates success in these areas is of benefi t to shareholders 
and other stakeholders alike shire’s risk management 
strategy is to identify assess and mitigate any signifi cant 
risks that it faces despite this it should be noted that no 
risk management strategy can provide absolute assurance 
against loss
board of directors the board is responsible for determining 
the group’s risk tolerance and for ensuring the maintenance 
of a sound system of internal control and risk management 
in fulfi lling this responsibility the board sets shire’s corporate 
risk culture ensuring its dissemination throughout the 
organisation this is achieved through interaction with key 
stakeholders which in turn enables the board to monitor 
the group’s risks as well as its risk management and internal 
control systems contributing to its annual review of their 
effectiveness stakeholders to the risk framework which is 
overseen by the board and designed to manage and mitigate 
the group’s risks include
  audit compliance  risk committee the committee 
supports the board by on a biannual basis reviewing and 
reporting on the principal risks faced by the company these 
risks are assessed on their likelihood of materialisation and 
potential impact and include those that would threaten the 
company’s business model future performance solvency 
or liquidity moreover alongside the board the committee 
monitors and reviews the risk management and internal 
control systems ensuring oversight through its interaction 
with functional stakeholders through its review and challenge 
of key risk and control processes and through its evaluation 
of key strategy updates from management
  executive committee the committee is responsible for 
ensuring the implementation of the risk management and 
internal control infrastructure overseeing its operation and 
ensuring it remains effective committee members receive 
regular updates from functional stakeholders and along 
with the chief compliance and risk ofﬁ cer and the head 
of internal audit are responsible for elevating matters to the 
board and audit compliance  risk committee as required 
in addition on a biannual basis the committee validates any 
signiﬁ cant risks put forward by the risk council identifying 
and putting forward for review by the audit compliance  
risk committee those that have the capacity to materially 
impact the group’s strategy
  risk council the risk council comprises senior members 
of the company’s business units and corporate functions 
including the head of internal audit and is chaired by the 
chief compliance and risk ofﬁ cer the council is charged 
with overseeing risk management at an operational level 
ensuring that each identiﬁ ed risk is allocated an “owner” 
within the business who is responsible for related 
management and mitigation activities as part of the biannual 
risk review process the council appraises risk schedules 
produced by individual business units and corporate 
principal risks and uncertainties
shire’s risk management strategy 
is to identify assess and mitigate 
any signiﬁ cant risks that it faces 
despite this no risk management 
strategy can provide absolute 
assurance against loss
risk management framework
board of directors
determines risk tolerance and ensures the maintenance 
of sound internal control and risk management systems 
audit compliance  risk committee
monitors and reviews risk management and internal 
control systems
executive committee
oversees the implementation and operation of the risk 
management and internal control infrastructure
risk council
oversees risk management at an operational level
global compliance and risk management 
department
supports the development implementation and 
maintenance of effective compliance and risk 
management systems
chief compliance and risk ofﬁ cer
responsible for the global compliance program and 
for coordinating oversight of risk mitigation activity
internal audit 
provides independent assurance to the audit 
compliance  risk committee
business units and corporate functions
implement risk management processes and establish 
internal controls within their respective organizations annual report 2014 shire plc 33
functions validating and revising assessments made and 
evaluating mitigation practices a report is prepared for review 
by the executive committee detailing all risks meeting 
a prescribed threshold along with recommendations on 
their mitigation the chief compliance and risk ofﬁ cer then 
presents these matters to the audit compliance  risk 
committee highlighting those risks of strategic importance 
to the company
  global compliance and risk management department 
the department led by the chief compliance and risk 
ofﬁ cer is made up of compliance privacy corporate security 
and risk management and health safety  environment 
subteams it is responsible for supporting the development 
implementation and maintenance of effective compliance and 
risk management systems this is achieved through policy 
development the delivery of training programs and 
communications and through ongoing monitoring of 
compliance and riskassessed activity with followup 
investigation undertaken where necessary such activity 
provides for the timely undertaking of mitigation andor 
remediation actions as well for the escalation of matters to 
the audit compliance  risk “acr” committee and to the 
board as appropriate in addition the chief compliance and 
risk ofﬁ cer provides regular updates to the acr committee 
on all matters falling with the department’s remit
  chief compliance and risk ofﬁ cer the chief 
compliance and risk ofﬁ cer is responsible for the global 
compliance program and for coordinating oversight of risk 
mitigation activity through the enterprise risk management 
process in addition to maintaining relationships with 
assurance functions outside of the global compliance and 
risk management department the chief compliance and 
risk ofﬁ cer has direct access to the board and the audit 
compliance  risk “acr” committee providing an 
independent mechanism of escalation should the need arise 
the chief compliance and risk ofﬁ cer provides twiceyearly 
updates to the acr committee in respect of risk and risk 
mitigation review as well as ongoing compliance monitoring 
and investigation
  internal audit the internal audit function provides 
independent assurance to the audit compliance  risk 
committee with respect to the operation of the internal 
control and risk management systems
  business units and corporate functions business units 
and corporate functions are responsible for implementing risk 
management processes and establishing internal controls 
within their respective organizations in accordance with a 
centrally approved framework in addition each produces 
a schedule of material risks and associated mitigation plans 
as part of the group’s biannual review process for submission 
to the risk council
risk factors
set out below are the key risk factors associated with the 
business that have been identifi ed through the company’s 
approach to risk management some of these risk factors are 
specifi c to the company and others are more generally 
applicable to the pharmaceutical industry or specifi c markets 
in which the company operates the company believes that 
these risk factors apply equally and therefore all should be 
carefully considered before any investment is made in shire
risk factors related to the company’s business
the company’s products may not be 
a commercial success
the commercial success of the company’s marketed 
products and other new products that the company may 
launch in the future will depend on their approval and 
acceptance by physicians patients and other key decision
makers as well as the receipt of marketing approvals in 
different countries the time taken to obtain such approvals 
the scope of marketing approvals as refl ected in the product 
labels approval of reimbursement at commercially 
sustainable prices in those countries where price and 
reimbursement is negotiated and safety effi cacy 
convenience and costeffectiveness of the product 
as compared to competitive products
the company’s revenues fi nancial condition or results of 
operations may be adversely affected if any or all of the 
following occur
  if the company’s products or competitive products 
are genericized
  if the prices of the company’s products suffer forced 
reductions or if prices of competitor products are reduced 
signiﬁ cantly
  if there are unanticipated adverse events experienced with 
the company’s products or those of a competitor’s product 
not seen in clinical trials that impact physicians’ willingness 
to prescribe the company’s products
  if issues arise from clinical trials being conducted for post
marketing purposes or for registration in another country 
which raise questions or concerns about a product
  if the regulatory agencies in one country act in a way that 
raises concerns for regulatory agencies or for prescribers 
or patients in another country
  if patients payers or physicians favor other treatments over 
the company’s products
  if the company’s products are subject to more stringent 
government regulation than competitor products
  if patent protection or other forms of exclusivity are lost 
or curtailed or if competitors are able to successfully 
challenge or circumvent the company’s patents or other 
forms of exclusivity see note 19 “commitments and 
contingencies legal and other proceedings” to the 
consolidated ﬁ nancial statements
strategic report governance financial statements other information 34 shire plc annual report 2014
factors which could cause further or more rapid decline in 
adderall xr and intuniv product sales include
  generic or authorized generic versions of these products 
capture more of shire’s branded market share than expected
  the fda approves additional andas for generic versions of 
these products which if launched further reduce branded 
market share or impact the amount of shire’s authorized 
generic product sales
  the production of branded adderall xr is disrupted by 
difﬁ culties in obtaining a sufﬁ cient supply of amphetamine 
salts including but not limited to an inability to obtain 
sufﬁ cient quota from the dea
  there are changes in reimbursement policies of thirdparty 
payers or
  there are changes to the level of sales deductions for 
branded adderall xr or branded intuniv for private 
or public payers
the failure to obtain and maintain reimbursement or an 
adequate level of reimbursement by thirdparty payers 
in a timely manner for the company’s products may 
affect future revenues financial condition and results 
of operations
the company’s revenues are partly dependent on the level 
of reimbursement provided to the company by governmental 
reimbursement schemes for its products changes to 
governmental policy or practices could adversely affect 
the company’s revenues fi nancial condition and results 
of operations in addition the reimbursement of treatments 
by health care providers private health insurers and other 
organizations such as health maintenance organizations 
and managed care organizations is under downward pressure 
and this in turn could adversely impact the prices at which 
the company can sell its products factors affecting the 
company’s ability to obtain and maintain adequate 
reimbursement for its products include
  higher levels of controls on the use of the company’s 
products andor requirements for additional price 
concessions mandated or negotiated by managed health 
care organizations or government authorities
  legislative proposals to reform health care and government 
insurance programs in many of the company’s markets and
  price controls unsuccessful government tenders or 
nonreimbursement of new medicines or new indications
the cost of treatment for some of the company’s products 
is high particularly those which are used for the treatment 
of rare diseases the company may encounter diffi culty 
in obtaining or maintaining satisfactory pricing and 
reimbursement for such products the failure to obtain and 
maintain pricing and reimbursement at satisfactory levels for 
its products may adversely affect the company’s revenues 
fi nancial condition or results of operations
principal risks and uncertainties
continued
  if launches of the company’s products in new markets are 
not successful
  if the sizes of the patient populations for the company’s 
products are less than expected
  if there are lawsuits ﬁ led against shire including but not 
limited to product liability claims consumer law claims 
and payer or reimbursement litigation or
  if the company is unable to commercialize its products 
successfully there may be a material adverse effect on 
the company’s revenues ﬁ nancial condition or results 
of operations
product sales from adderall xr and intuniv are 
subject to generic competition
during 2012 the fda clarifi ed the regulatory pathway 
required for approval of generic versions of adderall xr 
consequently in june 2012 and february 2013 actavis and 
teva respectively received approval to launch their own 
generic versions of adderall xr shire currently sells 
authorized generic versions of adderall xr to teva and 
also continues to sell the branded version of adderall xr 
actavis makes and markets its own generic versions of 
adderall xr
in 2013 shire settled a number of patent lawsuits in the 
united states against certain companies that had fi led for 
approval of their generic versions of intuniv  under the 
terms of the settlements actavis was granted a license to 
make and market actavis’ generic versions of intuniv in the 
united states on december 1 2014 all other parties with 
whom shire has settled will be able to enter the market with 
their respective andaapproved products after actavis’ 180 
day exclusivity period has expired
product sales from intuniv have declined as a result of the 
december 2014 launch of actavis’ generic versions of 
intuniv and are expected to decline further following the 
anticipated launches of generic versions of intuniv by other 
companies after actavis’ 180 day exclusivity period expires annual report 2014 shire plc 35
the company conducts its own manufacturing 
operations for certain of its products and is reliant on 
third party contract manufacturers to manufacture other 
products and to provide goods and services some of the 
company’s products or ingredients are only available 
from a single approved source for manufacture any 
disruption to the supply chain for any of the company’s 
products may result in the company being unable to 
continue marketing or developing a product or may result 
in the company being unable to do so on a commercially 
viable basis for some period of time
although the company dualsources certain key products and
or active ingredients the company currently relies on a single 
source for production of the fi nal drug product for each of 
adderall xr cinryze firazyr fosrenol
®
 intuniv  
lialda and pentasa the company currently relies on 
a single active ingredient source for each of elaprase 
firazyr fosrenol intuniv and replagal and also 
relies on limited third party sources to provide the donated 
human plasma necessary for the manufacture of cinryze 
following the completion of the acquisition of nps pharma 
in the fi rst quarter of 2015 shire has acquired gattex
®

revestive
®
 which currently relies on a single active ingredient 
source and natpara
®
natpar
®
 which currently relies on 
a single source for both production of the fi nal drug product 
and supply of the active ingredient
the company may experience supply failures or delays 
beyond its control if it does not or if any of its third party 
manufacturers do not supply the company on time with the 
required volumes or supply products that do not meet 
regulatory requirements any such supply failures could lead 
to signifi cant delays increase in operating costs lost product 
sales an interruption of research activities or the delay of new 
product launches all of which could have a material adverse 
effect on the company’s revenues fi nancial condition or results 
of operations
the company has also entered into many agreements with 
third parties for the provision of goods and services to enable 
it to manufacture its products if these third parties are unable 
to manufacture products or provide these goods and services 
in each case in accordance with its respective contractual 
obligations the company’s ability to manage its manufacturing 
processes or to operate its business including to continue the 
development or commercialization of its products as planned 
or on a commercial basis may be adversely impacted
the manufacture of the company’s products is subject 
to extensive oversight by various regulatory agencies 
regulatory approvals or interventions associated with 
changes to manufacturing sites ingredients or 
manufacturing processes could lead to significant 
delays an increase in operating costs lost product 
sales an interruption of research activities or the delay 
of new product launches
pharmaceutical and device manufacturing sites must be 
inspected and approved by regulatory agencies such as 
the fda and similar agencies in other countries active 
ingredients excipients and packaging materials used in 
the manufacturing process must be obtained from sources 
approved by regulatory agencies
the development approval and manufacturing of the 
company’s products depend on the ability to procure 
ingredients and packaging materials from approved sources 
and for the manufacturing process to be conducted at 
approved sites changes of manufacturer or changes of 
source of ingredients or packaging materials must generally 
be approved by the regulatory agencies which will involve 
testing and additional inspections to ensure compliance with 
the applicable regulatory agency’s regulations and standards 
the need to qualify a new manufacturer or source of 
ingredients or packaging materials can take a signifi cant 
amount of time should it become necessary to change 
a manufacturer or supplier of ingredients or packaging 
materials or to qualify an additional supplier the company 
may not be able do so quickly or at all which could delay 
or disrupt the manufacturing process
usbased manufacturers must be registered with the dea 
and similar regulatory authorities in other countries if they 
handle controlled substances certain of the company’s 
products including adderall xr and vyvanse contain 
ingredients which are controlled substances subject to 
quotas managed by the dea as a result the company’s 
procurement and production quotas may not be suffi cient 
to meet commercial demand
cinryze elaprase replagal and vpriv are 
manufactured using highly complex biological processes 
the complexity of the manufacturing results in a number 
of risks including the risk of microbial contamination 
additionally cinryze is derived from human plasma and 
is therefore subject to the risk of biological contamination 
inherent in plasmaderived products the sole manufacturer 
of cinryze has received observations on form 483 and a 
warning letter from the fda identifying issues with respect 
to the manufacturing process for cinryze which must be 
addressed to the satisfaction of the fda any regulatory 
interventions in relation to these or any other issues if 
they occur may delay or disrupt the manufacture of the 
company’s products
the failure to obtain regulatory approvals promptly or at 
all andor regulatory interventions associated with changes to 
manufacturing sites ingredients or manufacturing processes 
could lead to signifi cant delays an increase in operating 
costs lost product sales an interruption of research activities 
the delay of new product launches or constraints on 
manufacturing output all of which could have a material 
adverse effect on the company’s revenues fi nancial condition 
and results of operations
strategic report governance financial statements other information 36 shire plc annual report 2014
the actions of certain customers could affect the 
company’s ability to sell or market products profitably 
fluctuations in buying or distribution patterns by such 
customers can adversely affect the company’s 
revenues financial conditions or results of operations
a considerable portion of the company’s product sales are 
made to major pharmaceutical wholesale distributors as well 
as to large pharmacies in both the us and europe in 2014 
for example 47 of the company’s product sales were 
attributable to three customers in the us mckesson corp 
cardinal health inc and amerisourcebergen drug corp in 
the event of fi nancial failure of any of these customers there 
could be a material adverse effect on the company’s 
revenues fi nancial condition or results of operations the 
company’s revenues fi nancial condition or results of 
operations may also be affected by fl uctuations in customer 
buying or distribution patterns these fl uctuations may result 
from seasonality pricing wholesaler inventory objectives or 
other factors a signifi cant portion of the company’s revenues 
for certain products for treatment of rare diseases are 
concentrated within a small number of customers changes 
in the buying patterns of those customers may have an 
adverse effect on the company’s revenues fi nancial condition 
or results of operations
investigations or enforcement action by regulatory 
authorities or law enforcement agencies relating to the 
company’s activities in the highly regulated markets in 
which it operates may result in significant legal costs 
and the payment of substantial compensation or fines
the company engages in various marketing promotional 
and educational activities pertaining to as well as the sale of 
pharmaceutical products and medical devices in a number of 
jurisdictions around the world the promotion marketing and 
sale of pharmaceutical products and medical devices is highly 
regulated and the operations of market participants such as 
the company are closely supervised by regulatory authorities 
and law enforcement agencies including the us department 
of hhs the fda the us department of justice the sec 
and the dea these authorities and agencies and their 
equivalents in countries outside the us have broad authority 
to investigate market participants for potential violations 
of laws relating to the sale marketing and promotion of 
pharmaceutical products and medical devices including the 
false claims act the antikickback statute and the foreign 
corrupt practices act among others for alleged improper 
conduct including corrupt payments to government offi cials 
improper payments to medical professionals offlabel 
marketing of pharmaceutical products and medical devices 
and the submission of false claims for reimbursement by 
the federal government healthcare companies may also 
be subject to enforcement actions or prosecution for such 
improper conduct any inquiries or investigations into the 
operations of or enforcement or other regulatory action 
against the company by such authorities could result in 
signifi cant defense costs fi nes penalties and injunctive 
or administrative remedies distract management to the 
detriment of the business result in the exclusion of certain 
products or the company from government reimbursement 
programs or subject the company to regulatory controls or 
government monitoring of its activities in the future the
principal risks and uncertainties
continued
the company has a portfolio of products in various 
stages of research and development the successful 
development of these products is highly uncertain and 
requires significant expenditures and time and there 
is no guarantee that these products will receive 
regulatory approval
products that initially appear promising in research or 
development may be delayed or fail to reach later stages 
of development as
  preclinical or clinical tests may show the product to lack 
safety or efﬁ cacy
  delays may be caused by slow enrollment in clinical studies 
regulatory requirements for clinical trial drug supplies 
extended length of time to achieve study endpoints 
additional time requirements for data analysis or dossier 
preparation time required for discussions with regulatory 
agencies including regulatory agency requests for additional 
preclinical or clinical data delays at regulatory agencies due 
to stafﬁ ng or resource limitations analysis of or changes to 
study design unexpected safety efﬁ cacy or manufacturing 
issues delays may arise from shared control with 
collaborative partners in the planning and execution of the 
product development scaling of the manufacturing process 
or getting approval for manufacturing
  manufacturing issues pricing or reimbursement issues or 
other factors may render the product economically unviable
  the proprietary rights of others and their competing products 
and technologies may prevent the product from being 
developed or commercialized or
  submission of an application for regulatory approval of any 
of the company’s product candidates may be subjected 
to lengthy review and ultimately rejected
success in preclinical and early clinical trials does not ensure 
that late stage clinical trials will be successful clinical results 
are frequently susceptible to varying interpretations that may 
delay limit or prevent regulatory approvals the length of 
time necessary to complete clinical trials and to submit an 
application for marketing approval for a fi nal decision by a 
regulatory authority varies signifi cantly and may be diffi cult 
to predict moreover once an application is submitted 
additional data may be sought by regulators or an application 
may be rejected if the company’s largescale or latestage 
clinical trials for a product are not successful the company 
will not recover its substantial investments in that product 
the company has a range of programs in late stage clinical 
development for example in phase 3 shp606 is being 
developed for the treatment of ded and shp465 is being 
developed for the treatment of adhd in adults 
in addition even if the products receive regulatory approval 
they remain subject to ongoing regulatory requirements 
including for example obligations to conduct additional 
clinical trials or other nonclinical testing changes to the 
product label which could impact its marketability and 
prospects for commercial success new or revised 
requirements for manufacturing written notifi cations 
to physicians or product recalls or withdrawals annual report 2014 shire plc 37
company is subject to certain ongoing investigations by 
governmental agencies for further information see note 19 
“commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements
adverse outcomes in legal matters and other disputes 
including shire’s ability to enforce and defend patents 
and other intellectual property rights required for its 
business could have a material adverse effect on the 
company’s revenues financial condition or results 
of operations
during the ordinary course of its business the company may 
be involved in claims disputes and litigation with third parties 
employees regulatory agencies governmental authorities 
and other parties the range of matters of a legal nature that 
might arise is extremely broad but could include without 
limitation intellectual property claims and disputes product 
liability claims and disputes regulatory litigation contract 
claims and disputes employment claims and disputes 
and tax or other governmental agency audits and disputes
any unfavorable outcome in such matters could adversely 
impact the company’s ability to develop or commercialize 
its products adversely affect the profi tability of existing 
products subject the company to signifi cant defense costs 
fi nes penalties audit fi ndings and injunctive or administrative 
remedies distract management to the detriment of the 
business result in the exclusion of certain products or the 
company from government reimbursement programs or 
subject the company to regulatory controls or government 
monitoring of its activities in the future any such outcomes 
could have a material adverse effect on the company’s 
revenue fi nancial condition or results of operations for 
further information see note 19 “commitments and 
contingencies legal and other proceedings” to the 
consolidated fi nancial statements
the company faces intense competition for highly 
qualified personnel from other companies and 
organizations the company is undergoing a corporate 
reorganization and was the subject of an unsuccessful 
acquisition proposal and the consequent uncertainty 
could adversely affect the company’s ability to attract 
andor retain the highly skilled personnel needed for 
the company to meet its strategic objectives
the company relies on recruiting and retaining highly skilled 
employees to meet its strategic objectives the company 
faces intense competition for highly qualifi ed personnel and 
the supply of people with the requisite skills may be limited 
generally or geographically the range of skills required and 
the geographies in which they are required by the company 
may also change over time as shire’s business evolves 
the company’s ongoing one shire reorganization which 
aims to simplify the company’s organizational structure 
and streamline operations through two principal locations 
massachusetts and switzerland involves changes to 
and geographic relocation of certain skilled roles the 
unsuccessful proposed acquisition of the company by 
abbvie in 2014 created uncertainty in the employee 
population which could lead to further loss of certain skilled 
employees if the company is unable to retain key personnel 
or attract new personnel with the requisite skills and
experience it could adversely affect the implementation of 
the company’s strategic objectives and ultimately adversely 
impact the company’s revenues fi nancial condition or results 
of operations
failure to achieve the company’s strategic objectives 
with respect to the acquisition of nps pharma may 
adversely affect the company’s financial condition 
and results of operations
on february 21 2015 shire completed the acquisition of 
nps pharma for a total cash consideration of approximately 
52 billion 
the acquisition entails various risks which if they materialize 
may adversely impact shire’s revenues fi nancial condition or 
results of operations
these risks include but are not limited to
  failure to achieve the targeted growth and expected beneﬁ ts 
of the acquisition if sales of nps pharma products including 
gattexrevestive are lower than anticipated
  failure to successfully commercialize nps pharma’s 
compound natparanatpar in the us or to obtain 
regulatory approval in the eu
  difﬁ culties in integrating nps pharma into shire may lead to 
the combined company not being able to realize the 
expected operating efﬁ ciencies cost savings revenue 
enhancements synergies or other beneﬁ ts in the timeframe 
anticipated or at all
  undiscovered or unanticipated risks and liabilities including 
legal and compliance related liabilities may emerge after 
closing the acquisition or may be higher than anticipated
  the company may be unable to retain key nps pharma 
personnel
  the company may not be able to retain the existing 
customers suppliers and other business partners of nps 
pharma or attract new customers and
  the business of nps pharma may be otherwise disrupted 
by the acquisition including increased costs and diversion 
of management time and resources
any failure to achieve the company’s strategic objectives with 
respect to the nps pharma acquisition could result in slower 
growth higher than expected costs the recording of asset 
impairment charges and other actions which could adversely 
affect the company’s business fi nancial condition and results 
of operations
strategic report governance financial statements other information 38 shire plc annual report 2014
the failure of a strategic partner to develop and 
commercialize products could result in delays in 
development approval or loss of revenue
the company enters into strategic partnerships with 
other companies in areas such as product development 
manufacturing sales and marketing in these partnerships 
the company is sometimes dependent on its partner to 
deliver results while these partnerships are governed by 
contracts the company may not exercise direct control 
if a partner fails to perform or experiences fi nancial 
diffi culties the company may suffer a delay in the 
development a delay in the approval or a reduction 
in sales or royalties of a product
the failure to secure new products or compounds for 
development either through inlicensing acquisition 
or internal research and development efforts or the 
failure to realize expected benefits from acquisitions 
of businesses or products may have an adverse impact 
on the company’s future results
the company’s future results will depend to a signifi cant 
extent upon its ability to develop inlicense or acquire new 
products or compounds or to acquire other businesses the 
expected benefi ts from acquired products compounds or 
businesses may not be realized or may require signifi cantly 
greater resources and expenditure than originally anticipated 
the failure to realize expected benefi ts from acquisitions of 
businesses or products including those resulting from 
integration into the company or the failure to develop 
inlicense or acquire new products or compounds on a 
commercially viable basis could have a material adverse 
effect on the company’s revenues fi nancial condition or 
results of operations
the company may fail to obtain maintain enforce or 
defend the intellectual property rights required to 
conduct its business
the company’s success depends upon its ability and the 
ability of its partners and licensors to protect their intellectual 
property rights where possible the company’s strategy is 
to register intellectual property rights such as patents and 
trademarks the company also relies on various trade 
secrets unpatented knowhow and technological innovations 
and contractual arrangements with third parties to maintain 
its competitive position the failure to obtain maintain 
enforce or defend such intellectual property rights for any 
reason could allow third parties to make competing products 
or impact the company’s ability to develop manufacture 
and market its own products on a commercially viable 
basis or at all which could have a material adverse effect 
on the company’s revenues fi nancial condition or results 
of operations
principal risks and uncertainties
continued
general risk factors related to the company and to the 
healthcare industry
the actions of governments industry regulators and the 
economic environments in which the company operates 
may adversely affect its ability to develop and profitably 
market its products
the healthcare industry is heavily regulated changes to laws 
or regulations impacting the healthcare industry in any 
country in which the company conducts its business may 
adversely impact the company’s revenues fi nancial condition 
or results of operations for example changes to the 
regulations relating to the exclusivity periods available for the 
company’s products may allow for the earlier entry of generic 
or biosimilar competitor products
a slowdown of global economic growth or economic 
instability of countries in which the company does 
business could have negative consequences for the 
company’s business and increase the risk of non
payment by the company’s customers
growth of the global pharmaceutical market has become 
increasingly tied to global economic growth accordingly 
a substantial and lasting slowdown of the global economy 
or major national economies could negatively affect growth 
in the markets in which the company operates such a 
slowdown or any resultant austerity measures adopted by 
governments in response to a slowdown could result in 
national governments making signifi cant cuts to their public 
spending including national healthcare budgets or reducing 
the level of reimbursement they are willing and able to provide 
to the company for its products and as a result adversely 
affect the company’s revenues fi nancial condition or results 
of operations
a slowdown of a nation’s economy could also lead to 
fi nancial diffi culties for some of the company’s signifi cant 
customers including national governments and result in 
a greater risk of delayed payments defaults or nonpayments 
of outstanding payment obligations by the company’s 
customers in that country which could adversely affect 
the company’s revenues fi nancial condition or results 
of operations
the company is subject to evolving and complex tax 
laws which may result in additional liabilities that may 
adversely affect the company’s financial condition or 
results of operations
the company is subject to evolving and complex tax laws in 
the jurisdictions in which it operates and routinely obtains 
advice on matters including the tax treatment of the break 
fee received in connection with abbvie’s terminated offer for 
shire in the current accounting period signifi cant judgment is 
required in determining the company’s tax liabilities and the 
company’s tax returns are periodically examined by various 
tax authorities the company regularly assesses the 
likelihood of outcomes resulting from these examinations to 
determine the adequacy of its accrual for tax contingencies 
however due to the complexity of tax contingencies the 
ultimate resolution of any tax matters may result in payments 
greater or less than amounts accrued in addition the 
company may be affected by changes in tax laws including 
tax rate changes new tax laws and revised tax law 
interpretations in domestic and foreign jurisdictions annual report 2014 shire plc 39
the company intends to enforce its patent rights vigorously 
and believes that its commercial partners licensors and third 
party manufacturers intend to enforce vigorously those patent 
rights they have licensed to the company however the 
company’s patent rights and patent rights that the company 
has licensed may not provide valid patent protection 
suffi ciently broad to prevent any third party from developing 
using or commercializing products that are similar or 
functionally equivalent to the company’s products or 
technologies these patent rights may be challenged 
revoked invalidated infringed or circumvented by third 
parties laws relating to such rights may in future also be 
changed or withdrawn
additionally the company’s products or the technologies or 
processes used to formulate or manufacture those products 
may now or in the future infringe the patent rights of third 
parties it is also possible that third parties will obtain patent 
or other proprietary rights that might be necessary or useful 
for the development manufacture or sale of the company’s 
products the company may need to obtain licenses for 
intellectual property rights from others and may not be able 
to obtain these licenses on commercially reasonable terms 
if at all
the company also relies on trade secrets and other un
patented proprietary information which it generally seeks to 
protect by confi dentiality and nondisclosure agreements with 
its employees consultants advisors and partners these 
agreements may not effectively prevent disclosure of 
confi dential information and may not provide the company 
with an adequate remedy in the event of unauthorized 
disclosure in addition if the company’s employees scientifi c 
consultants or partners develop inventions or processes that 
may be applicable to the company’s products under 
development such inventions and processes will not 
necessarily become the company’s property but may 
remain the property of those persons or their employers
the company has fi led applications to register various 
trademarks for use in connection with its products in various 
countries and also with respect to certain products relies on 
the trademarks of third parties these trademarks may not 
afford adequate protection or the company or the third 
parties may not have the fi nancial resources to enforce their 
rights under these trademarks which may enable others to 
use the trademarks and dilute their value
in the regular course of business the company is party to 
litigation or other proceedings relating to intellectual property 
rights for details of current intellectual property litigation see 
note 19 “commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements
the introduction of new products by competitors may 
impact future revenues
the pharmaceutical biotechnology and device industries are 
highly competitive and are characterized by substantial 
investment in continuous product development and 
technological change the company faces signifi cant 
competition from large pharmaceutical and biotechnology 
companies many of whom have substantially greater 
resources than the company in addition many of the 
company’s competitors have more products and have 
operated longer in the fi elds in which the company 
competes a number of companies are pursuing the 
development of technologies which compete with the 
company’s existing products or research programs these 
competitors include specialized pharmaceutical fi rms and 
large pharmaceutical companies acting either independently 
or together with other pharmaceutical companies 
furthermore academic institutions government agencies and 
other public and private organizations conducting research 
may seek patent protection and may establish collaborative 
arrangements for competitive products or programs as a 
result of this competition the company’s products could 
be rendered obsolete or uneconomic or lose market share 
following the development of new products new methods 
of treatment or technological advances in manufacturing 
or production by competitors which could adversely affect 
the company’s revenues fi nancial condition and results 
of operations 
if a marketed product fails to work effectively or causes 
adverse side effects this could result in damage to the 
company’s reputation the withdrawal of the product 
and legal action against the company
unanticipated side effects or unfavorable publicity from 
complaints concerning any of the company’s products or 
those of its competitors could have an adverse effect on the 
company’s ability to obtain or maintain regulatory approvals 
or successfully market its products the testing 
manufacturing marketing and sales of pharmaceutical 
products and medical devices entails a risk of product liability 
claims product recalls litigation and associated adverse 
publicity the cost of defending against such claims is 
expensive even when the claims are not merited a successful 
product liability claim against the company could require 
the company to pay a substantial monetary award if in 
the absence of adequate insurance coverage the company 
does not have suffi cient fi nancial resources to satisfy a liability 
resulting from such a claim or to fund the legal defense of 
such a claim it could become insolvent product liability 
insurance coverage is expensive diffi cult to obtain and 
may not be available in the future on acceptable terms 
although the company carries product liability insurance 
when available this coverage may not be adequate in 
addition it cannot be certain that insurance coverage for 
present or future products will be available moreover an 
adverse judgment in a product liability suit even if insured 
or eventually overturned on appeal could generate 
substantial negative publicity about the company’s 
products and business and inhibit or prevent 
commercialization of other products
strategic report governance financial statements other information 40 shire plc annual report 2014
year in review
january
divest dermagraft
 
assets
susan kilsby to succeed 
matthew emmens as 
chairman
successfully complete 
tender offer for viropharma
establish new international 
operational hq in zug 
switzerland
april
announce results from 
phase 3 clinical program 
for shp606 lifi tegrast 
in adults with dry 
eye disease
june
acquire lumena bringing 
late stage compounds for 
rare gihepatic conditions
launch “excellence in 
adhd patient group” 
awards in europe
unveil path to target 
10 billion in product 
sales by 2020
vyvanse patents found 
to be infringed and valid 
by us district court 
may
deliver 19 increase in q1 
product sales vs 2013 
increase full year guidance
march
submit intuniv 
marketing authorization 
application to ema
corporate news
products news
other news annual report 2014 shire plc 41
july
acquire fibrotech antifi brotic 
agent
acquire bikam preclinical asset 
for autosomal dominant retinitis 
pigmentosa
announce topline results from 
headtohead studies comparing 
vyvanse cii with concerta
®
 
cii in adolescents with adhd
deliver record quarterly revenues 
and non gaap diluted earnings 
per ads up 42
board recommends combination 
of shire and abbvie
agreement with armagen for 
the potential treatment of 
hunter syndrome
december
announce collaboration 
with cystic fibrosis 
foundation therapeutics 
inc to support 
messenger rna 
technology platform 
highlight pipeline 
progress and breadth 
of innovative portfolio 
at fi rst rd day
october
abbvie terminates offer 
for shire pays break fee 
of 1635 billion
deliver record quarterly 
revenues and non gaap 
diluted earnings per ads 
up 60
september
fda accepts fi ling 
with priority review of 
supplemental new 
drug application snda 
for vyvanse capsules 
cii for adults with binge 
eating disorder
november
receive fast track 
designation from the us 
fda for shp607 a protein 
replacement therapy for the 
prevention of retinopathy 
of prematurity 
establish lexington ma 
as us operational hq
strategic report governance financial statements other information 42 shire plc annual report 2014
review of our business
shire delivers record revenues
and non gaap earnings per
ads in 2014
highlights
delivered exceptionally strong product sales and non 
gaap diluted earnings per ads
successful integration of viropharma including 
accelerated cinryze sales
positioned for further growth in 2015 despite currency 
headwinds and the loss of exclusivity for intuniv
confi dent in our ability to deliver our 10 x 20 organic 
growth aspirations with additional upside from lumena 
fibrotech bikam and nps pharma acquisitions
overview
the company has grown both organically and through 
acquisition completing a series of major transactions that 
have brought therapeutic geographic and pipeline growth 
and diversifi cation the company will continue to conduct 
its own research and development focused on rare diseases 
as well as evaluate companies products and pipeline 
opportunities that offer a strategic fi t and have the potential 
to deliver value to all of the company’s stakeholders patients 
physicians policy makers payers investors and employees
the company’s purpose is to enable people with life altering 
conditions to lead better lives the company will execute on 
its purpose through its strategy and business model for 
further details of shire’s strategy and business model refer 
to pages 10 and 11
through deep understanding of patients’ needs the 
company is able to
  serve patients with high unmet needs in select commercially 
attractive specialty therapeutic areas
  drive optimum performance of its marketed products – to 
serve patients today
  build its pipeline of innovative specialist treatments through 
both rd and corporate development activities – to enable 
the company to serve patients in the future
shire’s inlicensing and acquisition efforts are focused on 
products in specialist markets with strong intellectual property 
protection or other forms of market exclusivity and global 
rights shire believes that a carefully selected and balanced 
portfolio of products with strategically aligned and relatively 
smallscale sales forces will deliver strong results
substantially all of the company’s revenues expenditures 
and net assets are attributable to the rd manufacture 
sale and distribution of pharmaceutical products within 
one reportable segment the company also earns royalties 
where shire has outlicensed products to third parties 
which are recorded as royalty revenues 
jeff poulton 
interim chief financial ofﬁ cer annual report 2014 shire plc 43
revenues are derived primarily from two sources – sales of 
the company’s own products and royalties 
  97 2013 96 of total revenues are derived from product 
sales and
  3 of total revenues are derived from royalties 2013 3 
the markets in which the company conducts its business are 
intensely competitive and highly regulated
the healthcare industry is also experiencing
  pressure from governments and healthcare providers to keep 
prices low while increasing access to drugs
  increased discount liability due to the population of “baby 
boomers” covered under medicare speciﬁ cally those 
beneﬁ ciaries receiving drug cost offset through the medicare 
part d coverage gap the “donut hole”
  increasing challenges from third party payers for products 
to have demonstrable clinical beneﬁ t with pricing and 
reimbursement approval becoming increasingly linked to 
a product’s clinical effectiveness and impact on overall 
costs of patient care 
  increased rd costs because development programs 
are typically larger and take longer to get approval from 
regulators 
  challenges to existing patents from generic manufacturers
  governments and healthcare systems favoring earlier entry 
of low cost generic drugs and
  higher marketing costs due to increased competition 
for market share
shire’s strategy has been developed to address these 
industrywide competitive pressures this strategy has 
resulted in a series of initiatives in the following areas
markets
shire’s current portfolio of approved products focuses on the 
following markets rare diseases neuroscience and gi and 
internal medicine shire also has a number of marketed 
products for other therapeutic areas from which it generates 
product revenues or royalties from third parties in 2014 shire 
derived 40 of product sales from rare diseases products 
31 from neuroscience products and 29 from gi and 
internal medicine products shire’s early stage research is 
primarily focused on rare diseases
shire has grown in part through acquisition which has brought 
therapeutic geographic and pipeline growth and 
diversifi cation for example the recent acquisitions of 
lumena and fibrotech in 2014 and lotus tissue repair 
premacure and sarcode in 2013 provide potential access to 
new markets such as ophthalmology and neonatology the 
acquisition of viropharma which closed in january 2014 
expanded shire’s rare diseases portfolio including adding 
cinryze a leading currently marketed product for the 
prophylactic treatment of hae
in february 2015 shire also completed the acquisition of nps 
pharma this acquisition adds global rights to an innovative 
product portfolio with multiple growth catalysts including 
gattexrevestive with growing sales for the treatment of 
adults with sbs a rare gi condition and natparanatpar 
the only bioengineered hormone replacement therapy for use 
in the treatment of hpt a rare endocrine disease which 
received fda approval in january 2015
in 2014 shire derived 30 2013 30 of product sales from 
outside of the us shire has ongoing commercialization and 
latestage development activities which are expected to 
further supplement the diversifi cation of revenues in the 
future including the following
  submission of an maa to the ema for oncedaily non
stimulant guanfacine extended release of intuniv in the eu 
  the approval of a marketing authorization by the mhlw in 
japan for agrylin marketed as xagrid in the eu in adult 
essential thrombocythaemia patients and
  the launch of vpriv in japan for the improvement of 
symptoms of gaucher disease following approval of 
a marketing authorization on july 4 2014 by the mhlw 
in japan
rd
in 2013 shire combined the rd organizations of its former 
divisions into a single one shire rd organization focused 
around a prioritized portfolio of clinical development and 
research programs shire has focused its rd efforts on fi ve 
therapeutic areas neuroscience gimetabolic diseases 
renalfibrotic diseases ophthalmic diseases and diseases 
of the complement cascade shire concentrates its 
resources on obtaining regulatory approval for laterstage 
pipeline products within these therapeutic areas and focuses 
its early stage research activities in rare diseases
evidence of the successful progression of the late stage 
pipeline can be seen in the granting of approval and 
associated launches of the company’s products over the last 
fi ve years in this time several products have received 
regulatory approval including in the us vpriv in 2010 
firazyr in 2011 and vyvanse for bed in 2015 in the eu 
vpriv in 2010 and elvansetyvense
®
 in 2012 in canada 
vyvanse in 2010
prior to the one shire rd reorganization the company’s 
management reviewed rd expenditure by operating 
segment following the one shire rd reorganization shire’s 
management reviews direct costs for all rd projects by 
development phase 
shire’s rd costs in 2014 included expenditure on programs 
in all stages of development the following table provides an 
analysis of the company’s direct rd spend categorized by 
development stage based upon the development stage of 
each program as at december 31 2014
year to december 31
2014
’m 
2013
’m 
early stage programs 170 102
late stage programs 253 327
currently marketed products 143 179
total 566 608
strategic report governance financial statements other information 44 shire plc annual report 2014
review of our business
continued
in addition to the above the company recorded rd 
employee costs of 270 million in 2014 2013 282 million 
and other indirect rd costs of 232 million 2013 43 
million comprising depreciation and impairment charges
patents and market exclusivity
the loss or expiration of patent protection or regulatory 
exclusivity with respect to any of the company’s major 
products could have a material adverse effect on the 
company’s revenues fi nancial condition and results of 
operations as generic or biosimilar products may enter 
the market companies selling generic products often do 
not need to complete extensive clinical studies when they 
seek registration of a generic or biosimilar product and 
accordingly and are generally able to sell a generic version 
of the company’s products at a much lower price
as expected in 2009 teva and impax commenced 
commercial shipments of their authorized generic versions 
of adderall xr which led to lower sales of branded 
adderall xr compared to the periods prior to the 
authorized generic launches 
in 2011 authorized generic and generic versions of the 
company’s carbatrol
®
 and reminyl
®
 products 
respectively were launched which led to lower sales of 
these branded products compared to the period before 
loss of exclusivity
in 2014 an authorized generic version of the company’s 
intuniv product was launched which led to lower sales 
of shire’s intuniv product compared to the period before 
loss of exclusivity
shire is engaged in various legal proceedings with generic 
manufacturers with respect to its vyvanse and lialda 
patents for more detail of current patent litigation see 
note 19 “commitments and contingencies legal and 
other proceedings” to the consolidated fi nancial statements 
set forth in this annual report
corporate development
shire focuses its corporate development activity on the 
acquisition and inlicensing of businesses products or 
compounds which offer a strategic fi t and have the 
potential to deliver demonstrable value to all of the 
company’s stakeholders 
recent mergers or acquisitions
in february 2015 shire completed the acquisition of nps 
pharma this acquisition adds global rights to an innovative 
product portfolio with multiple growth catalysts including 
gattexrevestive with growing sales for the treatment of 
adults with sbs a rare gi condition and natparanatpar 
following its us approval on january 23 2015 the only 
bioengineered hormone replacement therapy for use in 
the treatment of hpt a rare endocrine disease
in february 2015 shire also acquired meritage pharma inc 
“meritage” this acquisition provides shire with worldwide 
rights to meritage’s phase 3ready compound oral 
budesonide suspension “obs” for the potential treatment of 
adolescents and adults with eosinophilic esophagitis “eoe” 
a rare chronic infl ammatory gi disease
in 2014 shire acquired
  viropharma which added a leading marketed product for the 
prophylactic treatment of hae cinryze as well as a 
number of other marketed products and a pipeline of product 
candidates in the rare disease area
  lumena which added global rights to two late stage pipeline 
assets shp625 formerly lum001 in phase 2 clinical 
development with four potential orphan indications and 
shp626 formerly lum002 ready to enter a phase 1b 
multiple dose trial in the ﬁ rst half of 2015
  fibrotech which added global rights to shp627 formerly 
ft011 in phase 1b a new class of oral drug with a novel 
mechanism of action which has the potential to address both 
the inﬂ ammatory and ﬁ brotic components of disease 
processes in addition shire has acquired fibrotech’s library 
of novel molecules including shp628 formerly ft061 which 
is in preclinical development and
  bikam which added global rights to shp630 formerly 
bik406 in preclinical development for the potential 
treatment of autosomal dominant retinitis pigmentosa adrp
in 2013 shire acquired
  sarcode which added shp606 to the shire portfolio 
shp606 is currently in phase 3 development for the 
treatment of ded
  premacure which added shp607 to the shire portfolio 
shp607 is currently in phase 3 for the prevention of rop
  lotus tissue repair which added global rights to a protein 
replacement therapy in preclinical development for the 
treatment of dystrophic epidermolysis bullosa “deb”
collaboration and licensing activity
shire has also entered into a number of collaboration and 
license agreements in recent years including
  a worldwide licensing and collaboration agreement with 
armagen in 2014 to develop and commercialize agt 182 
an investigational enzyme replacement therapy for the 
potential treatment of both the central nervous system and 
somatic manifestations in patients with hunter syndrome
  a collaboration and license agreement with sangamo to 
develop therapeutics for hemophilia and other monogenic 
diseases based on sangamo’s zfp technology in 2012 and
  an agreement with shionogi in 2012 to codevelop and 
cocommercialize vyvanse and intuniv in japan annual report 2014 shire plc 45
organization and structure 
in 2013 the company integrated its operations into a 
simplifi ed one shire organization in order to drive future 
growth and innovation shire now comprises a single 
operating and reportable segment for further details see 
note 25 “segment reporting” to the consolidated fi nancial 
statements set forth in this annual report as part of the one 
shire reorganization the company undertook a review of all 
of its pipeline programs and identifi ed those projects that fi t 
with the company’s new strategic direction and have an 
acceptable likelihood of success following that review and 
overall streamlining of the rd organization several clinical 
and preclinical projects were discontinued which resulted in 
the elimination of a signifi cant number of rd roles and 
functional roles that support rd in basingstoke and some 
positions were relocated 
in addition the company also relocated its international 
commercial hub from nyon switzerland to zug switzerland 
in 2013 all nyonbased employees were affected by the 
move to zug shire is now operating from its new zug offi ce 
and is providing employees with a reasonable period of time 
to manage their relocations
certain aspects of the one shire program were temporarily 
put on hold due to abbvie’s offer for shire which was 
terminated in october 2014 subsequent to the termination 
of abbvie’s offer shire announced its plans to relocate over 
500 positions to massachusetts from its chesterbrook 
pennsylvania site and establish lexington massachusetts 
as the company’s us operational headquarters in 
continuation of the one shire effi ciency program this 
relocation will streamline business globally through two 
principal locations massachusetts and switzerland with 
support from regional and countrybased offi ces around 
the world
for further details see note 6 “reorganization costs” to 
the consolidated fi nancial statements set forth in this 
annual report
on october 22 2013 shire discontinued the construction of 
its new manufacturing facility in san diego subsequently on 
january 16 2014 the company sold and transferred certain 
of the assets relating to the manufacturing marketing sale 
and distribution of dermagraft to organogenesis inc for 
further information see note 10 “results of discontinued 
operations and assets held for sale” to the consolidated 
fi nancial statements set forth in this annual report
results of operations for the years to december 31 2014 
and 2013
financial highlights for the year to december 31 2014 are 
as follows
  product sales grew strongly in 2014 up 23 to 5830 
million 2013 4757 million product sales in 2014 included 
538 million for products acquired with viropharma primarily 
503 million from cinryze the inclusion of viropharma 
contributed 12 percentage points to reported product sales 
growth in the year excluding products acquired with 
viropharma product sales were up 11 this growth was 
driven by vyvanse up 18 to 1449 million lialda
mezavant up 20 to 634 million elaprase up 9 to 
593 million replagal up 7 to 500 million vpriv up 
7 to 367 million and firazyr up 55 to 364 million 
the strengthening of the us dollar during the fourth quarter 
of 2014 negatively affected the growth in product sales for 
a number of the company’s products notably elaprase 
replagal and vpriv  the us dollar has remained strong 
during the early part of 2015 and exchange rates as at 
january 31 2015 were 113€100 and 151£100 
average exchange rates for the year to december 31 2014 
were 133€100 and 165£100 if exchange rates 
remain at these levels throughout 2015 or if the us dollar 
strengthens further against the euro and the pound sterling 
the company’s product sales growth in 2015 will be 
adversely impacted particularly for elaprase replagal 
and vpriv 
  total revenues were up 22 to 6022 million 2013 4934 
million due to the company’s strong product sales growth 
and higher royalties and other revenues up 8 the higher 
royalty income included 22 million of intuniv royalties 
following generic entry in december and other revenues 
included the receipt of a 13 million milestone relating 
to fosrenol
  operating income from continuing operations in 2014 was 
down 2 to 1698 million 2013 1734 million operating 
income from continuing operations includes 190 million 
of intangible asset impairment charges 2013 20 million 
integration and acquisition costs of 159 million 2013 a net 
credit of 134 million one shire reorganization costs of 
181 million 2013 88 million and costs associated with 
abbvie’s terminated offer for shire of 96 million 2013 nil 
excluding these items operating income grew strongly in 
2014 up 36 due to higher total revenues up 22 
and only a 9 increase in combined rd and sga 
demonstrating the company’s focus on delivering 
efﬁ cient growth
  diluted earnings per ordinary share from continuing 
operations increased 125 to 552 2013 245 primarily 
due to the receipt of a 1635 million break fee in relation to 
abbvie’s terminated offer for shire and a lower effective tax 
rate of 2 2013 16 which was partially offset by the 
lower operating income 
strategic report governance financial statements other information 46 shire plc annual report 2014
review of our business
continued
total revenues
the following table provides an analysis of the company’s total revenues by source
year to december 31
2014
’m 
2013
’m 
change

product sales 58304 47575 23
royalties 1608 1537 5
other revenues 309 231 34
total 60221 49343 22
product sales
1
year to
december 31
2014
’m
year to
december 31
2013
’m
product sales
growth
 
nongaap
cer growth
5
 
us prescription
growth
2
 
exit market
share
2

net product sales
vyvanse 14490 12278 18 18 4 16 
lialdamezavant 6338 5289 20 20 25 33 
elaprase 5928 5456 9 11 na
3
 na
3
 
cinryze 5030 – na na na
3
 na
3
 
replagal 5004 4679 7 10 na
4
 na
4
 
adderall xr 3832 3754 2 3 7 5 
vpriv 3667 3427 7 8 na
3
 na
3
 
firazyr 3642 2348 55 55 na
3
na
3
intuniv 3272 3349 2 2 3 2 
pentasa 2897 2806 3 3 4 13 
fosrenol 1830 1834 – 1 8  4 
xagrid 1085 994 9 6 na
3
 na
3
 
other product sales 1289 1361 5 4 na na 
total product sales 58304 47575 23 23
1
  product sales from continuing operations including viropharma acquired on january 24 2014 and excluding dermagraft which has been treated as 
discontinued operations following divestment on january 17 2014
2
  data provided by ims health national prescription audit “ims npa” exit market share represents the average us market share in the month ended 
december 31 2014
3
  ims npa data not available
4
 not sold in the us in the year to december 31 2014
5
  the company’s management analyzes product sales and revenue growth for certain products sold in markets outside of the us on a constant exchange 
rate “cer” basis so that product sales and revenue growth can be considered excluding movements in foreign exchange rates product sales and revenue 
growth on a cer basis is a nongaap ﬁ nancial measure “nongaap cer” computed by comparing 2014 product sales and revenues restated using 
2013 average foreign exchange rates to 2013 actual product sales and revenues this nongaap ﬁ nancial measure is used by shire’s management and is 
considered to provide useful information to investors about the company’s results of operations because it facilitates an evaluation of the company’s year on year 
performance on a comparable basis average exchange rates for the year to december 31 2014 were 165£100 and 133€100 2013 156£100 and 
133€100 annual report 2014 shire plc 47
vyvanse – adhd
vyvanse product sales grew strongly up 18 in 2014 
primarily due to the benefi t of price increases
1
 and to a lesser 
extent higher us prescription demand and growth in exus 
product sales this growth was partially offset by a lower level 
of stocking in 2014 as compared to 2013
litigation proceedings regarding vyvanse are ongoing 
further information about this litigation can be found in 
note 19 “commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements set 
forth in this annual report
lialdamezavant – ulcerative colitis
the 20 growth in product sales for lialdamezavant in 
2014 was primarily driven by higher prescription demand 
up 25 and to a lesser extent a price increase
1
 taken at the 
beginning of 2014 the growth was partially offset by a lower 
level of stocking and higher sales deductions as a percentage 
of sales in 2014 as compared to 2013
litigation proceedings regarding lialda are ongoing further 
information about this litigation can be found in note 19 
“commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements set 
forth in this annual report
elaprase – hunter syndrome
elaprase sales growth was up 9 up 11 on a non 
gaap cer basis driven by continued growth in the number 
of treated patients especially in emerging markets sales 
growth was negatively affected by foreign exchange 
cinryze – for the prophylactic treatment of hae
shire acquired cinryze through its acquisition of viropharma 
on january 24 2014 cinryze sales were 503 million in 
2014 growing 30 on a pro forma basis on 2013
2
 primarily 
driven by more patients on therapy and to a lesser extent the 
impact of a price increase
1
 in the us and an increase in 
channel inventory 
replagal – fabry disease
replagal sales were up 7 compared to 2013 up 10 on 
a non gaap cer basis driven primarily by higher unit sales 
as the company continues to see an increase in the number 
of patients on therapy with good growth in emerging markets 
and to a lesser extent in europe the benefi t of the higher unit 
sales was partially offset by foreign exchange 
adderall xr – adhd
adderall xr product sales were up 2 in 2014 as 
a result of higher prescription demand partially offset by 
lower stocking in 2014 compared to 2013
litigation proceedings regarding adderall xr are 
ongoing further information about this litigation and 
the impax settlement can be found in note 19 
“commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements 
set forth in this annual report
vpriv – gaucher disease
vpriv sales were up 7 up 8 on a non gaap cer basis 
driven by a strong performance in the eu and us as we 
continue to add naïve patients and gain patients switching 
from other therapies sales growth was also negatively 
impacted by foreign exchange
firazyr – hereditary angioedema
firazyr sales growth was up 55 compared to 2013 
driven by a higher number of patients on therapy and the 
effect of a price increase
1
 in the us market
intuniv – adhd
intuniv product sales were down 2 compared to 2013 
refl ecting the impact of generic competition from december 
2014 which resulted in lower prescription demand 
signifi cantly higher sales deductions as a percentage of 
product sales and destocking as compared to a slight level 
of stocking in 2013 this was partially offset by price 
increases
1
 taken in 2014 the impact of generic competition 
saw intuniv market share fall to 23 at the end of 2014 
from 46 at the beginning of the year
further information about litigation proceedings regarding 
intuniv can be found in note 19 “commitments and 
contingencies legal and other proceedings” to the 
consolidated fi nancial statements set forth in this 
annual report
pentasa – ulcerative colitis
pentasa product sales were up 3 as the benefi t of price 
increases
1
 was partially offset by higher sales deductions and 
a lower prescription demand in 2014 compared to 2013
1
 the actual net effect of price increases on current period net sales 
compared to the comparative period is difﬁ cult to quantify due to the 
various managed care rebates medicaid discounts other discount 
programs in which the company participates and fee for service agreements 
with wholesalers customers
2
 2013 cinryze sales were recorded by viropharma prior to the acquisition 
of viropharma by shire
strategic report governance financial statements other information 48 shire plc annual report 2014
review of our business
continued
royalties
year to
december 31
2014
’m
year to
december 31
2013
’m
change

fosrenol 514 481 7
3tc
®
 and zeffix
®
339 467 27
adderall xr 289 276 5
intuniv 220 – na
other 246 313 21
total 1608 1537 5
shire has received royalty income from actavis following 
intuniv generic competition from december 2014 royalty 
income is based on 25 of actavis’ gross profi ts from 
intuniv sales
cost of product sales from continuing operations
cost of product sales increased to 9793 million for the 
year to december 31 2014 17 of product sales up from 
6708 million in the corresponding period in 2013 14 
of product sales cost of product sales as a percentage 
of product sales was three percentage points higher 
compared to the same period in 2013 in the year to 
december 31 2014 cost of product sales was impacted 
by loss and expiry provisions the inclusion of lower 
margin cinryze acquired with viropharma and charges 
of 919 million on the unwind of the fair value adjustment 
on acquired viropharma inventories 
for the year to december 31 2014 cost of product sales 
included depreciation of 571 million 2013 375 million 
rd from continuing operations
rd expenditure increased to 10675 million for the year 
to december 31 2014 18 of product sales compared to 
9334 million in the corresponding period in 2013 20 of 
product sales rd expenditure in 2014 includes impairment 
charges of 1903 million primarily relating to the shp602 
iprd intangible asset of 1660 million following the current 
phase 2 trial being placed on clinical hold and 220 million 
relating to the shp613 iprd intangible asset following the 
decision to discontinue further development based on 
portfolio prioritization as well as unexpected challenges and 
complexities with the development program also included in 
2014 rd expenditure is a payment of 125 million in 
respect of inlicensed and acquired products in 2013 rd 
expenditure included impairment charges of 199 million 
related to iprd intangible assets acquired with movetis nv  
excluding these costs  rd expenditure in the year to 
december 31 2014 decreased by 5 or by 49 million 
due to the completiontermination of several large phase 3 
programs which were ongoing during 2013 including new 
uses for ldx the effect of portfolio prioritization decisions 
taken during 2013 and lower overheads due to the one shire 
reorganization partially offset by the inclusion of programs 
acquired with viropharma and lumena and increased spend 
on the shp607 prevention of rop shp608 deb and 
shp606 ded programs 
rd in the year to december 31 2014 included depreciation 
of 245 million 2013 233 million 
sga from continuing operations
sga expenditure increased to 20258 million for the year 
to december 31 2014 from 16513 million due to the 
inclusion of viropharma sga costs from january 24 2014 
higher intangible asset amortization costs incurred in 
connection with abbvie’s terminated offer for shire and 
commercial spending in advance of anticipated product 
launches for certain products which offset lower overheads 
following the one shire reorganization sga as a proportion 
of product sales remained constant at 35 of product sales 
for the year to december 31 2014 compared with 35 of 
product sales in the corresponding period in 2013 as the 
company continues to see benefi ts from the one shire 
reorganization and the focus on operational discipline in 
the year to december 31 2014
for the year to december 31 2014 sga included 
depreciation of 819 million 2013 668 million and 
amortization of 2438 million 2013 1520 million
gain on sale of product rights from continuing operations
for the year to december 31 2014 shire recorded a net gain 
on sale of product rights of 882 million 2013 159 million 
following the divestment of calcichew
®
 vancocin
®
 
estrace
®
 and exputex
®
 the net gain on sale of product 
rights also included the loss on remeasurement of the 
contingent consideration receivable relating to the divestment 
of daytrana
®

reorganization costs from continuing operations
for the year to december 31 2014 shire recorded 
reorganization costs of 1809 million 2013 882 million 
comprising costs relating to the one shire reorganization 
which included involuntary termination benefi ts and other 
termination costs amounts recorded in 2014 also include 
certain costs associated with moving more than 500 positions 
from chesterbrook to lexington which will be effected over 
2015 and 2016
integration and acquisition costs from continuing 
operations
for the year to december 31 2014 shire recorded integration 
and acquisition costs of 1588 million comprising 
acquisition and integration costs of 1441 million primarily 
related to viropharma and a 147 million charge relating to 
the change in fair value of contingent consideration liabilities
in 2013 shire recorded a net credit of 1341 million in 
integration and acquisition costs primarily related to the 
change in fair values of contingent consideration liabilities 
offset by the costs of integrating sarcode and lotus tissue 
repair inc
interest expense from continuing operations
for the year to december 31 2014 shire incurred interest 
expense of 308 million 2013 381 million interest 
expense in 2014 principally relates to interest and fi nancing 
costs incurred on facilities drawn down in respect of the 
acquisition of viropharma annual report 2014 shire plc 49
receipt of break fee
on july 18 2014 the boards of abbvie and shire announced 
that they had agreed the terms of a recommended 
combination of shire with abbvie subject to a number of 
conditions including approval by shareholders and regulators 
on the same date shire and abbvie entered into a co
operation agreement in connection with the recommended 
combination on october 16 2014 the board of abbvie 
confi rmed that it had withdrawn its recommendation of its 
offer for shire as a result of the anticipated impact of a us 
treasury notice on the benefi ts that abbvie expected from its 
offer as abbvie’s offer was conditional on the approval of its 
stockholders and given their board’s decision to change its 
recommendation and to advise abbvie’s stockholders to vote 
against the offer there was no realistic prospect of satisfying 
this condition accordingly shire’s board agreed with abbvie 
to terminate the cooperation agreement on october 20 2014 
the company entered into a termination agreement with 
abbvie pursuant to which abbvie paid the break fee 
due under the cooperation agreement of approximately 
16354 million the company has obtained advice that 
the break fee should not be taxable in ireland the company 
has therefore concluded that no tax liability should arise and 
has not recognized a tax charge in the income statement in 
the current accounting period however this has not been 
agreed with the tax authorities 
taxation from continuing operations
the effective tax rate on income from continuing operations 
was 2 2013 16 the effective rate of tax on income from 
continuing operations is lower than 2013 primarily due to the 
receipt of the break fee from abbvie and recognition of a net 
credit to income taxes of 235 million following the 
settlement of certain tax positions with the canadian revenue 
authorities in 2014 the accounting treatment for tax 
purposes of the break fee is outlined in the immediately 
preceding paragraph 
excluding the effect of these two items the effective tax rate 
in 2014 would have been 17
discontinued operations
the gain from discontinued operations for the year to 
december 31 2014 was 1227 million net of tax 2013 loss 
of 7545 million the gain from discontinued operations 
includes a tax credit of 2113 million primarily driven by a tax 
benefi t arising following a reorganization of the former rm 
business undertaken in the fourth quarter of 2014 associated 
with the divestment of the dermagraft business in the fi rst 
quarter of 2014 this gain was partially offset by costs 
associated with the divestment of the dermagraft 
business including a loss on remeasurement of contingent 
consideration receivable from organogenesis to its fair value
results of operations for the years to december 31 2013 
and 2012
financial highlights for the year to december 31 2013 are 
as follows
  product sales from continuing operations in 2013 were up 
12 to 4757 million 2012 4253 million the strong 
growth in product sales from continuing operations was 
driven by vyvanse up 19 to 1228 million lialda
mezavant up 32 to 529 million vpriv up 12 to 
343 million intuniv up 16 to 335 million and 
firazyr up 102 to 235 million
  total revenues from continuing operations were up 9 to 
4934 million 2012 4527 million as the growth in product 
sales was partially offset as expected by lower royalties and 
other revenues down 36
  operating income from continuing operations in 2013 was up 
66 to 1734 million 2012 1045 million primarily due to 
the strong growth in product sales and an overall reduction in 
total operating expenses in 2013 compared to 2012 as the 
company focused on delivering efﬁ cient growth operating 
expenses in 2013 included a net credit of 159 million due to 
changes in the fair value of contingent consideration liabilities 
in particular related to the acquisition of sarcode following 
the release of topline opus2 data operating expenses in 
2012 included impairment charges of 1979 million related 
to resolor intangible assets rd expenditure decreased 
by 2 sga expenditure decreased by 15
  diluted earnings per ordinary share from continuing 
operations increased 74 to 245 2012 141 due to 
the higher operating income from continuing operations 
and a lower effective tax rate of 16 2012 20 
total revenues
the following table provides an analysis of the company’s 
total revenues by source
year to
december 31
2013
’m
year to
december 31
2012
’m
change

product sales 47575 42529 12 
royalties 1537 2416 36 
other revenues 231 329 30 
total 49343 45274 9 
strategic report governance financial statements other information 50 shire plc annual report 2014
review of our business
continued
vyvanse – adhd
vyvanse product sales grew strongly 19 in 2013 
primarily as a result of price increases
1
 as well as higher 
prescription demand primarily due to growth in the us 
adhd market 6
litigation proceedings regarding vyvanse are ongoing 
further information about this litigation can be found in note 
19 “commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements set 
forth in this annual report
elaprase – hunter syndrome
reported elaprase sales growth 10 was driven by 
an increase in the number of patients on therapy
lialdamezavant – ulcerative colitis
the growth in product sales for lialdamezavant 32 
in 2013 was primarily driven by higher market share in the us 
the effects of which were partially offset by higher sales 
deductions in 2013 as compared to 2012 
litigation proceedings regarding lialda are ongoing further 
information about this litigation can be found in note 19 
“commitments and contingencies legal and other 
proceedings” to the consolidated fi nancial statements set 
forth in this annual report
replagal – fabry disease
replagal sales were down 6 compared to 2012 down 
4 on a non gaap cer basis as sales in 2013 were 
impacted by foreign exchange pricing pressure primarily 
in europe and slightly lower volumes due to the return of 
competition to the fabry market 
adderall xr – adhd
adderall xr product sales decreased 12 in 2013 as 
a result of higher sales deductions partially offset by the 
effect of higher stocking in 2013 compared to 2012 
vpriv – gaucher disease
reported vpriv sales growth of 12 was driven by 
an increase in the number of patients on therapy
intuniv – adhd
intuniv product sales were up 16 compared to 2012 
driven by growth in us prescription demand up 9 
compared to 2012 together with price increases
1
 
these positive factors were partially offset by higher 
sales deductions in 2013 compared to 2012
pentasa – ulcerative colitis
pentasa product sales were up 6 as the benefi t of price 
increases
1
 was partially offset by higher sales deductions 
in 2013 as compared to 2012
firazyr – hae
firazyr sales growth 102 compared to 2012 was 
primarily driven by the us market where we continue 
to see both good growth in new patients and increased 
levels of repeat usage by existing patients
1
  the actual net effect of price increases on current period net sales 
compared to the comparative period is difﬁ cult to quantify due to the 
various managed care rebates medicaid discounts other discount 
programs in which the company participates and fee for service 
agreements with wholesalers customers
royalties
year to
december 31
2013
’m
year to
december 31
2012
’m
change

fosrenol 481 533 10 
3tc and zeffix 467 916 49 
adderall xr 276 703 61 
others 313 264 19 
total 1537 2416 36 
product sales
year to
december 31
2013
’m
year to
december 31
2012
’m
product sales
growth
 
nongaap
cer growth
4
 
us prescription
growth
1
 
exit market
share
1

vyvanse 12278 10298 19 19 6 16 
elaprase 5456 4976 10 11 na
2
 na
2
 
lialdamezavant 5289 3999 32 32 18 28 
replagal 4679 4975 6 4 na
3
 na
3
 
adderall xr 3754 4290 12 12 9 5 
vpriv 3427 3066 12 12 na
2
 na
2
 
intuniv 3349 2878 16 16 8 5 
pentasa 2806 2658 6 6 1 14 
firazyr 2348 1163 102 101 na
2
 na
2
 
fosrenol 1834 1720 7 6 18  4 
xagrid 994 972 2 1 na
2
 na
2
 
other product sales 1361 1534 11 11 na na 
total product sales 47575 42529 12 12
1
 data provided by ims exit market share represents the average us market share in the month ended december 31 2013
2
 ims npa data not available
3
 not sold in the us in the year to december 31 2013
4
 average exchange rates for the year to december 31 2013 were 156£100 and 133€100 2012 159£100 and 129€100 annual report 2014 shire plc 51
royalties from adderall xr in 2013 were signifi cantly 
impacted by the lower royalty rate payable on sales of 
authorized generic adderall xr by impax following the 
launch of a new generic version of adderall xr late in the 
second quarter of 2012 as well as by impax’s lower market 
share in 2013 versus 2012
royalties from 3tc and zeffix in 2013 were lower as 2012 
included onetime royalty income of 38 million in respect 
of prior periods due to resolution of a disagreement with 
glaxosmithkline and viiv healthcare
cost of product sales from continuing operations
cost of product sales increased to 6708 million for the year 
to december 31 2013 14 of product sales up from 
5858 million in the corresponding period in 2012 14 of 
product sales the costs of product sales as a percentage 
of product sales remained broadly constant in 2013 as 
compared to 2012 
for the year to december 31 2013 cost of product sales 
included depreciation of 375 million 2012 290 million 
rd from continuing operations
rd expenditure decreased to 9334 million for the year 
to december 31 2013 20 of product sales compared 
to 9530 million in the corresponding period in 2012 22 
of product sales in the year to december 31 2012 rd 
included upfront payments of 130 million to sangamo 
and 100 million to acquire the us rights for prucalopride 
marketed in certain countries in europe as resolor and 
iprd impairment charges in respect of resolor of 
712 million 2013 199 million excluding these costs rd 
increased by 547 million or 6 in the year to december 31 
2013 due to the company’s continuing investment in a 
number of targeted rd programs particularly new uses for 
ldx and other recently acquired assets including shp606 
lifi tegrast shp607 for the prevention of retinopathy of 
prematurity and shp608 for the treatment of deb 
rd in the year to december 31 2013 included depreciation 
of 233 million 2012 225 million 
sga from continuing operations
sga expenditure decreased to 16513 million 35 
of product sales for the year to december 31 2013 from 
19480 million 46 of product sales in the corresponding 
period in 2012 in the year to december 31 2012 sga 
included impairment charges of 1267 million related to 
resolor intangible assets and higher legal and litigation 
costs including a charge of 575 million in relation to the 
agreement in principle with the us government to resolve 
a previously disclosed civil investigation excluding these 
costs sga decreased by 431 million or 3 due to the 
company’s continuing focus on simplifying its business 
and delivering effi cient growth
for the year to december 31 2013 sga included 
depreciation of 668 million 2012 575 million and 
amortization of 1520 million 2012 1536 million
goodwill impairment charges from continuing operations
in the fi rst quarter of 2013 shire recorded a goodwill 
impairment charge of 1989 million 2012 nil in relation 
to the former rm business unit following a review of future 
forecasts for the rm business unit management determined 
in the fi rst quarter of 2013 that future sales were expected 
to be lower than anticipated at the time of acquisition and 
consequently in accordance with us gaap  it was determined 
that the goodwill attributable to the rm business unit was 
impaired following the divestment of dermagraft on 
january 16 2014 the company has reclassifi ed 1918 million 
of the impairment charge being the portion of the rm 
reporting unit goodwill impairment charge that related to 
the dermagraft business to discontinued operations 
reorganization costs from continuing operations
for the year to december 31 2013 shire recorded 
reorganization costs of 882 million 2012 nil comprising 
costs relating to the one shire reorganization 646 million 
which included involuntary termination benefi ts and other 
reorganization costs of which approximately 42 million 
was paid in cash during 2013 as shire transitions to a new 
operating structure and the cost of closing shire’s facility 
at turnhout belgium 236 million
integration and acquisition costs from continuing 
operations
for the year to december 31 2013 shire recorded a net 
credit of 1341 million in integration and acquisition 
costs 2012 135 million charge this comprised a credit 
of 1591 million 2012 92 million charge relating to the 
change in fair values of contingent consideration liabilities 
in particular relating to the acquisition of sarcode partially 
offset by 250 million of acquisition and integration costs 
primarily for the acquisition of viropharma and integration 
of sarcode and lotus tissue repair in 2012 integration 
and acquisition costs primarily related to the acquisition 
of ferrokin
interest expense from continuing operations
for the year to december 31 2013 shire incurred interest 
expense of 381 million 2012 382 million interest 
expense principally related to the coupon and amortization 
of issue costs on shire’s convertible bonds which were 
fully redeemed or converted in the year and to a lesser 
extent costs incurred on facilities related to the purchase 
of viropharma
taxation from continuing operations
the effective tax rate was 16 2012 20 
the effective tax rate is lower than 2012 primarily due 
to the impact of changes in the fair values of contingent 
consideration liabilities which have no tax impact and 
impairment charges in 2012 which had no tax benefi t 
and were not repeated in 2013 
strategic report governance financial statements other information 52 shire plc annual report 2014
review of our business
continued
discontinued operations
the loss from discontinued operations for the year to 
december 31 2013 was 7545 million net of tax 2012 
603 million which included impairment charges in 
respect of the assets held for sale 6369 million goodwill 
impairment charges 1918 million net losses on the 
discontinued dermagraft business 2522 million 
including reorganization costs and related taxes credit 
of 3264 million
financial condition at december 31 2014 and 2013
cash  cash equivalents
cash and cash equivalents increased by 7430 million to 
29824 million at december 31 2014 december 31 2013 
22394 million cash provided by operating activities was 
up by 189 to 4229 million due to the receipt of the 
1635 million break fee in relation to abbvie’s terminated 
offer for shire the benefi t of the 417 million repayment 
received from the canadian revenue authorities and the 
company’s continued strong cash receipts from gross 
product sales in addition cash provided by fi nancing 
activities in 2014 of 5545 million primarily refl ected the net 
proceeds from shire’s line of credit and other borrowings 
these infl ows were offset by the cost of acquiring 
viropharma lumena and fibrotech 
accounts receivable net
accounts receivable net increased by 739 million to 
10351 million at december 31 2014 december 31 
2013 9612 million primarily due to the increase in revenue 
days sales outstanding decreased to 43 days december 31 
2013 46 days
inventories
inventories increased by 895 million to 5448 million at 
december 31 2014 december 31 2013 4553 million 
primarily due to the inclusion of cinryze inventories 
following the acquisition of viropharma
goodwill
goodwill increased by 18503 million to 24749 million at 
december 31 2014 december 31 2013 6246 million 
principally due to the acquisitions of viropharma fibrotech 
and lumena
other intangible assets net
other intangible assets increased by 26218 million to 
49344 million at december 31 2014 december 31 2013 
23126 million principally due to the intangible assets 
acquired with viropharma lumena and fibrotech offset by 
the impairments of the shp602 and shp613 iprd assets 
intangible asset amortization and the divestments of 
vancocin exputex and estrace
short term borrowing
short term borrowings increased from nil at december 31 
2013 to 8500 million at december 31 2014 refl ecting the 
utilization of a short term debt facility to part fund the 
acquisition of viropharma
other current liabilities
other current liabilities increased by 1430 million to 
2625 million at december 31 2014 december 31 2013 
1195 million principally due to the recognition of contingent 
consideration liabilities in respect of the lumena acquisition
noncurrent deferred tax liabilities
noncurrent deferred tax liabilities increased by 6500 million 
to 12106 million at december 31 2014 december 31 
2013 5606 million primarily due to deferred tax liabilities 
arising on the intangible assets acquired with viropharma 
and lumena
other noncurrent liabilities 
other noncurrent liabilities increased by 1482 million to 
7367 million at december 31 2014 december 31 2013 
5585 million principally due to the recognition of contingent 
consideration payable in respect of the lumena and fibrotech 
acquisitions and changes in the fair value of contingent 
consideration payable in respect of prior acquisitions
liquidity and capital resources 
general 
the company’s funding requirements depend on a number 
of factors including the timing and extent of its development 
programs corporate business and product acquisitions 
the level of resources required for the expansion of certain 
manufacturing and marketing capabilities as the product base 
expands increases in accounts receivable and inventory 
which may arise with any increase in product sales 
competitive and technological developments the timing 
and cost of obtaining required regulatory approvals for new 
products the timing and quantum of milestone payments 
on collaborative projects the timing and quantum of tax and 
dividend payments the timing and quantum of purchases 
by the employee benefi t trust “ebt” of shire shares in the 
market to satisfy awards granted under shire’s employee 
share plans and the amount of cash generated from sales 
of shire’s products and royalty receipts
an important part of shire’s business strategy is to protect 
its products and technologies through the use of patents 
proprietary technologies and trademarks to the extent 
available the company intends to defend its intellectual 
property and as a result may need cash for funding the 
cost of litigation
the company fi nances its activities through cash generated 
from operating activities credit facilities private and public 
offerings of equity and debt securities and the proceeds of 
asset or investment disposals 
shire’s balance sheet includes 29824 million of cash and 
cash equivalents at december 31 2014
shire also has a revolving credit facility of 2100 million which 
matures in 2019 which was undrawn at december 31 2014  annual report 2014 shire plc 53
in connection with its acquisition of viropharma on 
november 11 2013 the company also entered into a 2600 
million term loan facilities agreement with among others 
morgan stanley bank international limited acting as lead 
arranger and agent the “2013 facilities agreement” 
amounts drawn under the 2013 facilities agreement were 
subsequently reduced to 850 million at december 31 2014 
the 2013 facilities agreement comprises an 850 million term 
loan facility which matures on november 11 2015 which was 
fully utilized and recorded within short term borrowings
on january 24 2014 viropharma commenced a tender offer 
to repurchase at the option of each holder any and all of 
viropharma’s outstanding 200 convertible senior notes 
due 2017 the “convertible notes” and notifi ed the holders 
of their separate right to convert the convertible notes as of 
december 31 2014 convertible note holders had voluntarily 
converted approximately 205 million aggregate principal 
amount of the convertible notes for a total consideration of 
5515 million the remaining outstanding convertible notes 
total an aggregate principal amount of 26000
following the company’s announcement to acquire nps 
pharma on january 11 2015 the company entered into 
an 850 million term loan facilities agreement which matures 
on january 10 2016
revolving credit facilities agreement
on december 12 2014 shire entered into a 2100 million 
revolving credit facilities agreement the “rcf” with a number 
of fi nancial institutions for which abbey national treasury 
services plc trading as santander global banking and 
markets bank of america merrill lynch international limited 
barclays bank plc citigroup global markets limited lloyds 
bank plc the royal bank of scotland plc and sumitomo 
mitsui banking corporation acted as mandated lead 
arrangers and bookrunners and dnb bank asa the bank 
of tokyomitsubishi ufj ltd credit suisse ag london 
branch deutsche bank luxembourg sa goldman sachs 
bank usa mizuho bank ltd and morgan stanley bank 
international limited acted as arrangers shire is an original 
borrower under the rcf and has agreed to act as guarantor 
for its subsidiaries which are also original borrowers and for 
any other of its subsidiaries that become additional borrowers 
thereunder at december 31 2014 the rcf was undrawn on 
february 21 2015 shire requested the utilization of 1300 
million under the rcf to partially fi nance the purchase price 
payable in respect of shire’s acquisition of nps pharma 
including certain related costs
the rcf  which terminates on december 12 2019 may be 
applied towards fi nancing the general corporate purposes 
of shire the rcf incorporates a 250 million us dollar and 
euro swingline facility operating as a sublimit thereof
the rcf became immediately available for general corporate 
purposes as outlined above on satisfaction of certain 
customary conditions precedent including the cancellation of 
shire’s multicurrency term and revolving facilities agreement 
dated november 23 2010 the “2010 rcf” with a number 
of fi nancial institutions for which abbey national treasury 
services plc bank of america merrill lynch international 
limited formerly banc of america securities limited 
barclays bank plc formerly barclays capital citigroup 
global markets limited lloyds bank plc formerly lloyds 
tsb bank plc and the royal bank of scotland plc acted 
as lead arrangers the facilities under which at such time 
were undrawn 
interest on any loans made under the rcf will be payable on 
the last day of each interest period which may be one week 
or one two three or six months at the election of shire or as 
otherwise agreed with the lenders the interest rate for the 
rcf will be libor or in relation to any revolving loan in 
euro euribor plus 030 per year until delivery of the fi rst 
compliance certifi cate required to be delivered after the date 
of the rcf  subject to change thereafter depending upon i 
the prevailing ratio of net debt to ebitda each as defi ned in 
the rcf in respect of the most recently completed fi nancial 
year or fi nancial half year and ii the occurrence and 
continuation of an event of default in respect of the fi nancial 
covenants or the failure to provide a compliance certifi cate
shire shall also pay i a commitment fee equal to 35 per 
year of the applicable margin on available commitments 
under the rcf for the availability period applicable thereto 
and ii a utilization fee equal to a 010 per year of the 
aggregate of the amount requested by the borrower in a 
utilization request the “base currency amount” of all 
outstanding loans up to an aggregate base currency 
amount equal to 700 million b 015 per year of the 
amount by which the aggregate base currency amount of 
all outstanding loans exceeds 700 million but is equal to 
or less than 1400 million and c 030 per year of the 
amount by which the aggregate base currency amount 
of all outstanding loans exceeds 1400 million
the rcf includes customary representations and warranties 
covenants and events of default including requirements that 
shire’s i ratio of net debt to ebitda in respect of the most 
recentlyended 12month relevant period each as defi ned 
in the rcf must not at any time exceed 351 except that 
following an acquisition fulfi lling certain criteria shire may 
on a once only basis elect to increase this ratio to 401 for 
the relevant period in which the acquisition was completed 
and for that immediately following and ii ratio of ebitda 
to net interest for the most recentlyended 12month 
relevant period each as defi ned in the rcf must not be 
less than 401
the rcf restricts subject to certain exceptions shire’s ability 
to incur additional fi nancial indebtedness grant security over 
its assets or provide loansgrant credit further any lender 
may require mandatory prepayment of its participation if there 
is a change of control of shire subject to certain exceptions 
for schemes of arrangement and analogous schemes
strategic report governance financial statements other information 54 shire plc annual report 2014
review of our business
continued
events of default under the facilities include among others 
i nonpayment of any amounts due under the finance 
documents as defi ned in the rcf ii failure to satisfy any 
fi nancial covenants iii material misrepresentation in any of 
the finance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain 
insolvency events or proceedings vi material adverse 
changes in the business operations assets or fi nancial 
condition of shire as a whole vii if it becomes unlawful 
for shire or any successor parent company or any of 
their respective subsidiaries that are parties to the rcf to 
perform their obligations thereunder or viii if shire or any 
successor parent company or any subsidiary thereof which 
is a party to the rcf repudiates such agreement or other 
finance document
term loan facilities agreement
2015 facilities agreement
on january 11 2015 shire entered into an 850 million 
facility agreement with among others citi global 
markets limited acting as mandated lead arranger and 
bookrunner the “2015 facility agreement” the 2015 
facility agreement comprises a 850 million term loan 
facility shire has agreed to act as guarantor for any of its 
subsidiaries that are or become additional borrowers 
under the 2015 facility agreement
the 2015 facility agreement which matures on january 10 
2016 may be used only to fi nance the purchase price 
payable in respect of shire’s acquisition of nps pharma 
including certain related costs the maturity date may be 
extended twice at shire’s option by six months on each 
occasion on february 23 2015 shire requested the 
utilization of 850 million under the 2015 facilities agreement 
to partially fi nance the purchase price payable in respect of 
shire’s proposed acquisition of nps pharma including 
certain related costs
interest on any loans made under the 2015 facility agreement 
will be payable on the last day of each interest period which 
may be one week or one two three or six months at the 
election of shire or as otherwise agreed with the lenders 
the interest rate applicable to the 2015 facility agreement 
is libor plus 050 per annum and increases by 025 
per annum on six months after the date of the agreement 
and on each subsequent date falling at threemonth 
intervals thereafter
shire shall also pay a commitment fee on the available but 
unutilized commitments under the 2015 facility agreement 
for the availability period applicable to each facility with 
effect from fi rst utilization the commitment fee rate will be 
35 of the applicable margin before fi rst utilization the 
commitment fee rate will increase in stages from 0 to 35 
of the applicable margin over a period of three months
the 2015 facility agreement includes customary 
representations and warranties covenants and events of 
default including requirements that the ratio of net debt to 
ebitda of the group each as defi ned in the 2015 facility 
agreement must not at any time exceed 351 for the 
relevant period as defi ned in the 2015 facility agreement 
except that following certain acquisitions including the 
merger with nps pharma shire may elect to increase the 
ratio to 401 in the relevant period in which the acquisition 
was completed and the immediately following relevant period 
in addition for each 12month period ending december 31 
or june 30 the ratio of ebitda of the group to net interest 
each as defi ned in the 2015 facility agreement must not 
be less than 401 
the 2015 facility agreement restricts subject to certain 
exceptions shire’s ability to incur additional fi nancial 
indebtedness grant security over its assets or provide or 
guarantee loans further any lender may require mandatory 
prepayment of its participation if there is a change of control 
of shire in addition in certain circumstances the net 
proceeds of certain shares undertakings or business 
disposals by shire must be applied towards the mandatory 
prepayment of the facility subject to certain exceptions
events of default under the facility include i nonpayment 
of any amounts due under the facility ii failure to satisfy 
any fi nancial covenants iii material misrepresentation in 
any of the fi nance documents iv failure to pay or certain 
other defaults under other fi nancial indebtedness v certain 
insolvency events or proceedings vi material adverse 
changes in the business operations assets or fi nancial 
condition of shire and its subsidiaries vii if it becomes 
unlawful for shire or any of its subsidiaries that are parties 
to the 2015 facility agreement to perform their obligations 
or viii if shire or any subsidiary of shire which is a party to 
the 2015 facility agreement repudiates the 2015 facility 
agreement or any other fi nance document among others 
the 2015 facility agreement is governed by english law
2013 facilities agreement
on november 11 2013 shire entered into a 2600 million 
facilities agreement with among others morgan stanley bank 
international limited acting as lead arranger and agent the 
“2013 facilities agreement” the 2013 facilities agreement 
comprised two credit facilities i a 1750 million term loan 
facility and ii a 850 million term loan facility 
on december 13 2013 and at various points during the year 
to december 31 2014 the company cancelled part of the 
2600 million term loan facility at december 31 2014 
the 2013 facilities agreement comprised an 850 million 
term loan facility which matures on november 11 2015 
and was fully utilized all other terms and conditions 
remain unchanged annual report 2014 shire plc 55
the 850 million term loan facility has been used to fi nance 
the purchase price payable in respect of shire’s acquisition of 
viropharma including certain related costs
interest on any loans made under the facilities will be payable 
on the last day of each interest period which may be one 
week or one two three or six months at the election of shire 
or as otherwise agreed with the lenders 
the interest rate applicable to the 850 million term loan 
facility commenced at libor plus 115 per annum until 
delivery of the compliance certifi cate for the year ending 
december 31 2013 and is subject to change depending upon 
the prevailing ratio of net debt to ebitda of the group each 
as defi ned in the 2013 facilities agreement in respect of the 
most recently completed fi nancial year or fi nancial half year
the 2013 facilities agreement includes customary 
representations and warranties covenants and events of 
default including requirements that the ratio of net debt to 
ebitda of shire each as defi ned in the 2013 facilities 
agreement must not at any time exceed 351 for the 
relevant period as defi ned in the 2013 facilities agreement 
except that following certain acquisitions including the 
viropharma acquisition shire may elect to increase the ratio 
to 401 in the relevant period in which the acquisition was 
completed and the immediately following relevant period in 
addition for each 12month period ending december 31 or 
june 30 the ratio of ebitda of the group to net interest 
each as defi ned in the 2013 facilities agreement must not 
be less than 401
the 2013 facilities agreement restricts subject to certain 
covenants shire’s ability to incur additional fi nancial 
indebtedness grant security over its assets or provide or 
guarantee loans further any lender may require mandatory 
prepayment of its participation if there is a change of control 
of shire in addition in certain circumstances the net 
proceeds of certain shares undertakings or business 
disposals by shire must be applied towards the mandatory 
prepayment of the facilities subject to certain exceptions
events of default under the facilities include i nonpayment 
of any amounts due under the facilities ii failure to satisfy 
any fi nancial covenants iii material misrepresentation in any 
of the fi nance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain 
insolvency events or proceedings vi material adverse 
changes in the business operations assets or fi nancial 
condition of shire and its subsidiaries vii if it becomes 
unlawful for shire or any of its subsidiaries that are parties to 
the 2013 facilities agreement to perform their obligations or 
viii if shire or any subsidiary of shire which is a party to the 
2013 facilities agreement repudiates the 2013 facilities 
agreement or any other fi nance document among others 
the 2013 facilities agreement is governed by english law
financing
shire anticipates that its operating cash fl ow together with 
available cash cash equivalents and the rcf will be suffi cient 
to meet its anticipated future operating expenses capital 
expenditures tax and interest payments lease obligations 
repayment of the term loans and milestone payments as they 
become due over the next twelve months 
shire’s existing cash the 2015 facilities agreement and the 
rcf are suffi cient to fi nance the acquisition of nps pharma
if the company decides to acquire other businesses it 
expects to fund these acquisitions from cash resources 
the rcf  term loan facilities and through new borrowings 
or the issuance of new equity if necessary
sources and uses of cash 
the following table provides an analysis of the company’s 
gross and net cash excluding restricted cash as at 
december 31 2014 and 2013
december 31 
2014
’m 
2013
’m 
cash and cash equivalents
1
 29824 22394 
short term borrowings 8500 – 
other debt 137 89
total debt 8637 89
net cash
2
 21187 22305 
1
 substantially all of the company’s cash and cash equivalents are held by 
foreign subsidiaries ie those subsidiaries incorporated outside of jersey 
channel islands the jurisdiction of incorporation of shire plc shire’s holding 
company the amount of cash and cash equivalents held by foreign 
subsidiaries has not had and is not expected to have a material impact on the 
company’s liquidity and capital resources
2
 net cash is a nongaap measure the company believes that net debtcash 
is a useful measure as it indicates the level of net cashborrowings after taking 
account the cash and cash equivalents that could be utilized to pay down the 
outstanding borrowings 
cash ﬂ ow activity
net cash provided by operating activities for the year to 
december 31 2014 increased by 27654 million or 189 to 
42284 million 2013 14630 million primarily due to the 
receipt of the 16354 million break fee in relation to abbvie’s 
terminated offer for shire the benefi t of the 417 million 
repayment received from the canadian revenue authorities 
and higher cash receipts from gross product sales offset by 
payments for sales deductions payments of acquisition and 
integration costs in respect of the acquisitions of viropharma 
lumena and fibrotech costs in connection with abbvie’s 
terminated offer for shire and cash payments in respect of 
the one shire reorganization 
net cash provided by operating activities for the year to 
december 31 2013 increased by 801 million or 6 to 
14630 million 2012 13829 million as higher cash 
receipts from gross product sales were more than offset by 
payments made in relation to the one shire reorganization 
approximately 42 million costs incurred on the closure 
of shire’s facility at turnhout in belgium approximately 
24 million and the payment to settle the litigation with 
impax 48 million
strategic report governance financial statements other information 56 shire plc annual report 2014
review of our business
continued
net cash used in investing activities was 40306 million in 
the year to december 31 2014 principally relating to the 
cash paid for the acquisition of viropharma of 3997 million 
excluding cash acquired with viropharma of 233 million 
and for the acquisition of lumena of 300 million excluding 
cash acquired with lumena of 46 million offset by the 
proceeds received on the sale of noncore product rights
net cash used in investing activities was 3609 million in 
the year to december 31 2013 principally relating to the 
cash paid net of cash acquired for the acquisitions of 
sarcode premacure and lotus tissue repair and for 
purchases of ppe 
net cash provided by fi nancing activities was 5545 million 
for the year to december 31 2014 principally due to the 
drawings net of subsequent repayments made under the 
facilities to partially fund the viropharma acquisition in 
addition the company paid cash of 5514 million to settle 
the convertible debt assumed with viropharma received 
cash of 3467 million upon settlement of a purchased call 
option acquired with viropharma and made dividend 
payments of 1212 million
net cash used in fi nancing activities was 3446 million 
for the year to december 31 2013 principally due to the 
purchase of shares under the share buyback program 
purchase of shares by the ebt and the dividend payment
outstanding letters of credit
at december 31 2014 the company had irrevocable 
standby letters of credit and guarantees with various banks 
totaling 46 million providing security for the company’s 
performance of various obligations these obligations are 
primarily in respect of the recoverability of insurance claims 
lease obligations and supply commitments 
cash requirements 
at december 31 2014 the company’s cash requirements for 
short and long term liabilities refl ected on the balance sheet 
and other contractual obligations were as follows
payments due by period
total
’m
less
than
1 year
’m
13
years
’m
35
years
’m
more
than
5 years
’m
shortterm debt 
obligation 8500 8500 – – – 
operating leases 
obligation
1
2211 493 511 282 925 
purchase obligations
2
11101 7295 2177 1539 – 
other long term 
liabilities reflected on 
the balance sheet
3
 6751 – 2836 2901 1014 
total 28473 162885524 47221939 
1
 the company leases certain land facilities motor vehicles and certain 
equipment under operating leases expiring through 2021 
2
 purchase obligations include agreements to purchase goods investments or 
services including clinical trials contract manufacturing and capital 
equipment including open purchase orders that are enforceable and legally 
binding and that specify all signiﬁ cant terms shire expects to fund these 
commitments with cash ﬂ ows from operating activities
3
 unrecognized tax beneﬁ ts and associated interest and penalties of 
1992 million are included within payments due in one to three years 
in addition to the above contractual obligations the company 
is committed to make milestone payments principally arising 
from the inlicensing or acquisition of products assets and 
businesses contingent upon the occurrence of future events 
and therefore payment is not yet due at december 31 
2014 the company is contingently committed to pay up to 
approximately 14 billion aggregate contractual amount 
in respect of potential future research and development 
milestone payments and up to approximately 12 billion 
aggregate contractual amount in respect of commercial 
milestones as a result of prior business combinations and 
inlicensing agreements payments under these agreements 
are generally due and payable only upon achievement of 
certain development regulatory and commercial milestones 
from a business perspective these payments signify that the 
product is successfully moving through development and is 
now generating or is more likely to generate cash fl ows from 
product sales however it is not possible to predict with 
reasonable certainty whether these milestones will be 
achieved or the timing of their achievement as a result 
these potential payments are not included in the table of 
contractual obligations
on january 11 2015 shire also signed a defi nitive agreement 
to acquire all of the outstanding share capital of nps pharma 
for 46 per share in cash or approximately 52 billion this 
acquisition was completed on february 21 2015 this cash 
requirement did not exist as at december 31 2014 and 
therefore is not refl ected in the table above 
offbalance sheet arrangements 
there are no offbalance sheet arrangements aside from 
those outlined above that have or are reasonably likely to 
have a current or future material effect on the company’s 
fi nancial condition revenues or expenses results of 
operations liquidity capital expenditures or capital resources
foreign currency ﬂ uctuations 
a number of the company’s subsidiaries have a functional 
currency other than the us dollar as such the consolidated 
fi nancial results are subject to fl uctuations in exchange rates 
particularly in the euro swiss franc and pound sterling 
against the us dollar 
the accumulated foreign currency translation differences at 
december 31 2014 of 1361 million are reported within 
accumulated other comprehensive lossincome in the 
consolidated balance sheet and foreign exchange losses for 
the year to december 31 2014 of 156 million are reported 
in the consolidated statements of income
at december 31 2014 the company had outstanding swap 
and forward foreign exchange contracts to manage the 
currency risk associated with intercompany transactions 
at december 31 2014 the fair value of these contracts was 
a net asset of 48 million  annual report 2014 shire plc 57
inﬂ ation
although at reduced levels in recent years infl ation continues 
to apply upward pressure on the cost of goods and services 
which are used in the business however the company 
believes that the net effect of infl ation on its revenues and 
operations has been minimal during the past three years
treasury policies and organization
the company’s principal treasury operations are coordinated 
by its corporate treasury function all treasury operations are 
conducted within a framework of policies and procedures 
approved annually by the board of directors as a matter 
of policy the company does not undertake speculative 
transactions that would increase its credit currency or 
interest rate exposure
interest rate risk
the company is exposed to interest rate risk on its 2100 
million rcf  its 850 million 2013 facilities agreement and its 
850 million 2015 facilities agreement on which interest is at 
fl oating rates to the extent any of these facilities are utilized 
at december 31 2014 the rcf was undrawn and the 
company had fully utilized 850 million of the 2013 facilities 
agreement shire’s exposure under its 850 million 2013 
facilities agreement is to us dollar interest rates
the company has evaluated the interest rate risk on the 
rcf  the 2013 facilities agreement and the 2015 facilities 
agreement and considers the risks associated with 
fl oating interest rates on the instruments as appropriate 
a hypothetical one percentage point increase or decrease 
in the interest rates applicable to drawings under the 2013 
facilities agreement at december 31 2014 would increase 
or decrease interest expense by approximately 85 million 
per annum 
the company is also exposed to interest rate risk on its 
restricted cash cash and cash equivalents and on foreign 
exchange contracts on which interest is at fl oating rates this 
exposure is primarily to us dollar pounds sterling euro and 
canadian dollar interest rates as the company maintains all 
of its cash liquid investments and foreign exchange contracts 
on a short term basis for liquidity purposes this risk is not 
actively managed in the year to december 31 2014 the 
average interest rate received on cash and liquid investments 
was less than 1 per annum the largest proportion of these 
cash and liquid investments was in us dollar money market 
and liquidity funds 
no derivative instruments were entered into during the year 
to december 31 2014 to manage interest rate exposure 
the company continues to review its interest rate risk and 
the policies in place to manage the risk 
foreign exchange risk
the company trades in numerous countries and as a 
consequence has transactional and translational foreign 
exchange exposures
transactional exposure arises where transactions occur in 
currencies different to the functional currency of the relevant 
subsidiary the main trading currencies of the company are 
the us dollar pounds sterling swiss franc and the euro 
it is the company’s policy that these exposures are minimized 
to the extent practicable by denominating transactions in the 
subsidiary’s functional currency 
where signifi cant exposures remain the company uses 
foreign exchange contracts being spot forward and swap 
contracts to manage the exposure for balance sheet assets 
and liabilities that are denominated in currencies different to 
the functional currency of the relevant subsidiary these 
assets and liabilities relate predominantly to intercompany 
fi nancing the foreign exchange contracts have not been 
designated as hedging instruments cash fl ows from 
derivative instruments are presented within net cash provided 
by operating activities in the consolidated cash fl ow 
statement unless the derivative instruments are economically 
hedging specifi c investing or fi nancing activities
translational foreign exchange exposure arises on the 
translation into us dollars of the fi nancial statements of 
nonus dollar functional subsidiaries
at december 31 2014 the company had 56 swap and 
forward foreign exchange contracts outstanding to manage 
currency risk the swap and forward contracts mature within 
90 days the company did not have credit risk related 
contingent features or collateral linked to the derivatives the 
company has master netting agreements with a number of 
counterparties to these foreign exchange contracts and on 
the occurrence of specifi ed events the company has the 
ability to terminate contracts and settle them with a net 
payment by one party to the other the company has elected 
to present derivative assets and derivative liabilities on 
a gross basis in the consolidated balance sheet as at 
december 31 2014 the potential effect of rights of set 
off associated with the foreign exchange contracts would 
be an offset to both assets and liabilities of 42 million 
resulting in net derivative assets and derivative liabilities 
of 84 million and 36 million respectively further details 
are included below
foreign exchange risk sensitivity
the following exchange rate sensitivity analysis summarises 
the sensitivity of the company’s reported revenues and 
net income to hypothetical changes in the average annual 
exchange rates of the euro pound sterling and swiss 
franc against the us dollar assuming a hypothetical 
10 strengthening of the us dollar against each of the 
aforementioned currencies in the year to december 31 2014
 increase
reduction
in revenues
’m 
 increase
reduction
in net income
’m 
euro 73 46 
pound sterling 16 5
swiss franc – 6 
strategic report governance financial statements other information 58 shire plc annual report 2014
review of our business
continued
a 10 weakening of the us dollar against the aforementioned 
currencies would have an equal and opposite effect
the table below provides information about the company’s 
swap and forward foreign exchange contracts by currency 
pair the table presents the net principal amounts and 
weighted average exchange rates of all outstanding contracts 
all contracts have a maturity date of less than three months
december 31 2014
principal
value of 
amount
receivable
’m 
 weighted
average
exchange
rate
’m 
fair
value
’m
swap foreign exchange contracts
receive usdpay eur 3647 124 105
receive gbppay usd 2528 157 21
receive usdpay jpy 55 001 –
receive sekpay usd 266 013 13
receive usdpay mxn 114 007 09
receive cadpay usd
1
4073 087 34
receive usdpay aud 67 083 02
1
 relates to the repayments received from the canadian revenue authorities 
in 2014
concentration of credit risk
financial instruments that potentially expose shire to 
concentrations of credit risk consist primarily of shortterm 
cash investments derivative contracts and trade accounts 
receivable from product sales and from third parties from 
which the company receives royalties cash is invested 
in shortterm money market instruments including money 
market and liquidity funds and bank term deposits the 
money market and liquidity funds in which shire invests 
are all triple a rated by both standard  poor’s and by 
moody’s credit rating agencies
the company is exposed to the credit risk of the 
counterparties with which it enters into derivative instruments 
the company limits this exposure through a system of 
internal credit limits which vary according to ratings assigned 
to the counterparties by the major rating agencies the 
internal credit limits are approved by the board and exposure 
against these limits is monitored by the corporate treasury 
function the counterparties to these derivatives contracts 
are major international fi nancial institutions 
the company’s revenues from product sales in the us are 
mainly governed by agreements with major pharmaceutical 
wholesalers and relationships with other pharmaceutical 
distributors and retail pharmacy chains for the year to 
december 31 2014 there were three customers in the us 
that accounted for 47 of the company’s product sales 
however such customers typically have signifi cant cash 
resources and as such the risk from concentration of credit 
is considered acceptable the company has taken positive 
steps to manage any credit risk associated with these 
transactions and operates clearly defi ned credit evaluation 
procedures however an inability of one or more of these 
wholesalers to honor their debts to the company could have 
an adverse effect on the company’s fi nancial condition and 
results of operations
a substantial portion of the company’s accounts receivable 
in countries outside of the us is derived from product sales 
to governmentowned or governmentsupported healthcare 
providers the company’s recovery of these accounts 
receivable is therefore dependent upon the fi nancial stability 
and creditworthiness of the relevant governments in recent 
years global and national economic conditions have 
negatively affected the growth creditworthiness and general 
economic condition of certain markets in which the company 
operates as a result in some countries outside of the us 
the company is experiencing delays in the remittance of 
receivables due from governmentowned or government
supported healthcare providers in the year to december 31 
2014 the company continued to receive remittances in 
relation to governmentowned or governmentsupported 
healthcare providers from all countries in which it operates 
including receipts of 98 million and 143 million in respect 
of spanish and italian receivables respectively
the company’s aggregate accounts receivable net of the 
allowance for doubtful accounts in total from government
owned or governmentsupported healthcare providers 
in those territories in which the company is experiencing 
the most signifi cant delays being argentina greece italy 
portugal and spain collectively the “relevant countries” 
are as follows
december 31
2014
’m 
december 31
2013
’m 
total accounts receivable 
net in the relevant countries 118 138 
total accounts receivable 
net in the relevant countries 
as a percentage of total outstanding 
accounts receivable net 11 14
accounts receivable net due from 
governmentowned or government
supported healthcare providers for 
the relevant countries 77 128  annual report 2014 shire plc 59
strategic report
the strategic report comprises pages 2 to 59 of this annual 
report and accounts
approved by the board and signed on its behalf by
tatjana may
company secretary
february 24 2015
accounts receivable due from governmentowned or 
governmentsupported healthcare providers in the relevant 
countries of 77 million 2013 128 million are split by 
country as follows greece 4 million 2013 4 million italy 
30 million 2013 59 million portugal 11 million 2013 
14 million spain 15 million 2013 39 million and 
argentina 17 million 2013 12 million
the company continues to receive remittances in relation 
to governmentowned or governmentsupported healthcare 
providers in the relevant countries and in the year to 
december 31 2014 received 311 million in settlement 
of accounts receivable in the relevant countries – 7 million 
was from greece 143 million from italy 14 million 
from portugal 98 million from spain and 49 million 
from argentina 
to date the company has not incurred signifi cant losses 
on the accounts receivable in the relevant countries 
and continues to consider that such accounts receivable 
are recoverable 
other than the accounts receivable from governmentowned 
or supported healthcare providers outlined above the 
company does not hold any other government debt from 
the relevant countries additionally the company does 
not consider it is currently exposed to signifi cant credit risk 
outside of the relevant countries
the company continues to evaluate all its accounts 
receivable for potential collection risks and has made 
provision for amounts where collection is considered to 
be doubtful if the fi nancial condition of the relevant 
countries or other countries suffer signifi cant deterioration 
such that their ability to make payments becomes uncertain 
additional allowances for doubtful accounts may be required 
and losses may be incurred in future periods any such loss 
could have an adverse effect on the company’s fi nancial 
condition and results of operations
strategic report governance financial statements other information 60 shire plc annual report 2014
susan kilsby 56
chairman
appointed september 1 201 1
committee membership
susan served as an independent nonexecutive 
director prior to her appointment as chairman on 
april 29 2014
skills  experience susan brings to her role 
extensive ma and finance experience having 
enjoyed a distinguished global career in investment 
banking she held senior positions with the first 
boston corporation bankers trust barclays de 
zoete wedd and most recently credit suisse 
where she was chairman of the emea mergers  
acquisitions team until 2009 and a parttime senior 
advisor until 2014 susan is also a former director 
of hong kong listed global skin care company 
l ’occitane international sa she holds a ba in 
economics and a mba
key appointments 
bba aviation plc nonexecutive director 
cocacola hbc ag nonexecutive 
director and keurig green mountain inc 
nonexecutive director
n
david kappler 67
deputy chairman and senior independent 
nonexecutive director
appointed april 5 2004
committee chairmanship 
committee membership 
david was appointed senior independent 
nonexecutive director in july 2007 and deputy 
chairman in june 2008
skills  experience david brings to the board his 
extensive knowledge and experience in financial 
reporting risk management and internal financial 
controls he served on the board of intercontinental 
hotels group plc until 2014 was chairman of 
premier foods plc until 2010 and held directorships 
at camelot group plc and hmv group plc david 
retired from cadbury schweppes plc in 2004 after 
serving as chief financial officer since 1995 
he worked for the cadbury schweppes group 
between 1965 and 1984 and rejoined the 
company in 1989 following its acquisition of the 
trebor group where he was financial director 
david is a fellow of the chartered institute of 
management accountants
dr flemming ornskov 57
chief executive officer 
appointed january 2 2013
committee chairmanship
flemming served as chief executive officer 
designate prior to his appointment as chief 
executive officer on april 30 2013 
skills  experience flemming brings to his role 
his operational and medical knowledge and his 
extensive international strategic and operational 
experience in the pharmaceutical sector he 
formerly held the position of nonexecutive 
chairman of evotec ag and was nonexecutive 
director of pci biotech holding asa from 
2010 to 2012 he was chief marketing officer 
and global head strategic marketing for general 
and speciality medicine at bayer from 2008 
to 2010 flemming served as global president 
pharmaceuticals and otc at bausch  lomb inc 
he also served as chairman and later as president 
and chief executive officer of lifecycle pharma 
as from 2006 to 2008 and as president and chief 
executive officer of ikaria inc from 2005 to 2006 
earlier in his pharmaceutical career flemming held 
roles of increasing responsibility at merck  co inc 
and novartis ag following a distinguished period 
spent in hospitals and academic medicine 
flemming received his md from the university 
of copenhagen mba from insead and master 
of public health from harvard university
e
n
a
dominic blakemore 45
nonexecutive director
appointed january 1 2014
committee chairmanship 
skills  experience dominic brings to the board 
his strategic and financial experience he holds the 
position of group finance director at compass 
group plc having held the positions of chief 
financial officer at iglo foods group and european 
finance  strategy director corporate finance 
director and group financial controller at cadbury 
plc earlier in his career dominic worked at 
pricewaterhousecoopers where he advised 
pharmaceutical sector clients
key appointments 
compass group plc group finance director
a
william burns 67
nonexecutive director
appointed march 15 2010
committee membership 
skills  experience william “bill” brings to the 
board extensive international rd commercial 
business development and operational experience 
in the pharmaceutical sector he worked for roche 
from 1986 until 2009 most recently holding the 
position of ceo of their pharmaceuticals division 
and serving as a member of the roche group 
corporate executive committee bill holds a 
ba hons
key appointments 
masters pharmaceuticals chairman biotie 
therapies corp chairman mesoblast limited 
nonexecutive director vestergaard frandsen 
vice chairman wellcome trust committee 
chairman institute of cancer research 
trustee and university of colognebonn center 
for integrated oncology scientific advisory 
board member
n r s
dr david ginsburg 62
nonexecutive director
appointed june 16 2010
committee chairmanship 
skills  experience david brings to the board his 
clinical medical experience in internal medicine 
hematologyoncology and medical genetics as 
well as his extensive basic biomedical laboratory 
research expertise david obtained his ba at yale 
university md at duke university and completed 
his medical and research training at harvard 
medical school david is the recipient of numerous 
honors and awards including election to 
membership in the national academy of sciences 
the institute of medicine and the american 
academy of arts and sciences
key appointments 
university of michigan james v neel distinguished 
university professor of internal medicine human 
genetics and pediatrics and howard hughes 
medical institute investigator
s
board of directors annual report 2014 shire plc 61
strategic report governance financial statements other information
anne minto obe 61
nonexecutive director
appointed june 16 2010
committee chairmanship 
committee membership 
skills  experience anne brings to the board 
her extensive legal commercial and remuneration 
experience she held the position of group 
director human resources at centrica plc from 
2002 to 2011 and was a member of the centrica 
executive committee her extensive business 
career includes senior management roles at shell 
uk the position of deputy directorgeneral of the 
engineering employers’ federation and the 
position of group director human resources at 
smiths group plc she is also a former director of 
northumbrian water plc and sita uk anne holds 
a law degree and a postgraduate diploma in 
human resources and is a qualified lawyer 
she is also a fellow of the chartered institute of 
personnel  development the royal society of 
arts and the london city and guilds and is a 
member of the law society of scotland
key appointments 
t ate  lyle plc nonexecutive director 
exlservice holdings inc nonexecutive director 
university of aberdeen development trust vice 
chairman and trustee and university of aberdeen 
alumni fund patron
n
r
dr steven gillis 61
nonexecutive director
appointed october 1 2012
committee membership
skills  experience steven brings to the board 
his extensive technical and scientific knowledge and 
commercial experience he is currently a managing 
director at arch venture partners a provider of 
venture capital for technology firms prior to this 
steven was a founder and director of corixa 
corporation acquired by glaxosmithkline in 2005 
and before that a founder and director of immunex 
corporation an immunologist by training steven has 
authored more than 300 peerreviewed publications 
in the areas of molecular and tumor immunology he 
is credited as being a pioneer in the field of cytokines 
and cytokine receptors directing the development 
of multiple marketed products including leukine 
gmcsf prokine il 2 and enbrel soluble tnf 
receptorfc fusion protein as well as the regulatory 
approval of bexxar radiolabeled anticd20 and the 
novel vaccine adjuvant mpl steven received his 
ba from williams college and his phd from 
dartmouth college
key appointments 
arch venture partners managing director 
bluebird bio inc nonexecutive director 
and vbi vaccines inc chairman and 
nonexecutive director
r a s
board committees
a
 
audit compliance  risk committee
r
 
remuneration committee
n
 
nomination committee
s
 
science  technology committee
e
 
executive committee
david stout 60
nonexecutive director
appointed october 31 2009
committee membership 
skills  experience david brings to the board 
extensive international sales marketing operational 
and supply chain experience gained in the 
pharmaceutical sector he is due to step down from 
the board on april 28 2015 david was president 
pharmaceutical operations at glaxosmithkline 
where he was responsible for the company’s 
global pharmaceutical operations from 2003 
to 2008 prior to that he was president of 
glaxosmithkline’s us pharmaceuticals business 
and before that smithkline beecham’s north
american pharmaceuticals business before joining 
smithkline beecham david worked for many years 
at scheringplough he is also a former director of 
allos therapeutics inc and holds a ba in biology
key appointments 
jabil circuit inc nonexecutive director and 
airgas inc nonexecutive director
r a 62 shire plc annual report 2014
dear shareholder
i am pleased to introduce shire’s 2014 
corporate governance report
effective governance is fundamental 
to the long term success of shire the 
board and its committees play a central 
role in the company’s governance by 
providing an external and independent 
perspective on matters material to 
shire’s stakeholders and by seeking to 
ensure that effective internal controls 
and risk management measures are in 
place the board also supports the 
promotion of a culture of good 
governance throughout the company 
as part of the board’s annual 
performance evaluation it was 
concluded that the broad range of 
skills knowledge and experience on 
the board is appropriate to guide the 
company effectively in fulfi lling its 
strategic objectives more detail about 
the board evaluation and on some of 
the major matters considered by the 
board and its committees during the 
year can be found later in this report in 
2015 the board performance evaluation 
will be externally facilitated being three 
years after the last external evaluation 
corporate governance report
susan kilsby
chairman
effective governance is 
fundamental to the long term 
success of shire
the board and i recognize the 
importance of ensuring strong 
leadership for shire the progression 
of the appointment of a new chief 
financial offi cer and the recruitment 
of a new nonexecutive board member 
were postponed during the year due to 
the pendency of the proposed merger 
with abbvie as detailed more fully in 
the nomination committee chairman’s 
report these searches have been 
reinitiated alongside the search for 
a further new nonexecutive director 
the board is committed to the 
promotion of diversity in all of the 
company’s recruitment practises as is 
refl ected in the board diversity policy 
as a more general matter the board has 
agreed that a greater emphasis will be 
placed on succession planning and 
talent management in 2015
looking forward to 2015 the board 
and i will continue to focus on the 
effective oversight of the company 
and on investment in our four strategic 
drivers of growth innovation effi ciency 
and people 
susan kilsby
chairman
uk corporate governance code
this report seeks to demonstrate 
how the main principles of the uk 
corporate governance code 2012 
the “governance code” were applied 
throughout the fi nancial year ended 
december 31 2014 the board is of the 
opinion that during this period the 
company complied with the provisions 
of the governance code published by 
the financial reporting council the 
governance code is publicly available 
at wwwfrcorguk
leadership
role of the board
the principal purpose of the board is 
to provide leadership to the company 
in a manner that promotes its long 
term success thereby maximizing 
value for its shareholders and other 
stakeholders the board is responsible 
for determining the group’s strategy as 
well as overseeing its implementation 
by management in addition the board 
has oversight of all material matters 
impacting the company and its 
operations including key policies 
material fi nancial matters material 
acquisitions the principal risks that the 
company faces and the actions taken to 
mitigate these and succession planning annual report 2014 shire plc 63
strategic report governance financial statements other information
key activities
the principal activities of the board during the year were
strategy
  consideration of the proposed 
combination with abbvie and 
subsequent agreement to abbvie 
terminating its offer
  review of the company’s long 
range plan and its 10bn product 
sales by 2020 plan
  review of material ma and 
inlicensing transactions including 
the proposed acquisition of nps 
pharmaceuticals announced in 
january 2015 the acquisitions 
of fibrotech and lumena the 
divestment of dermagraft 
and the entry into of a licensing 
and collaboration agreement 
with armagen
  continuation of the one shire 
efﬁ ciency program through the 
establishment of the company’s 
lexington massachusetts site as its 
us operational headquarters and 
the associated planned relocation 
of over 500 positions from its 
chesterbrook pennsylvania site
governance
  consideration of investor feedback 
with there being a particularly high 
level of engagement regarding the 
proposed combination with abbvie 
  review of the company’s full 
year results quarterly earnings 
releases key ﬁ nancial reports 
and guidance upgrades
  review of the corporate integrity 
agreement including the terms of 
the agreement changes in the 
regulatory environment and the 
company’s compliance activities 
and processes
  review of the group’s 
annual budget 
  review of the board reserve 
powers and the board 
committees’ terms of reference 
  review of the company’s it 
strategy including initiatives to 
enhance cyber security
  consideration of a health 
safety  environment update
risk and internal controls
  review of the company’s principal 
risks risk management strategy and 
processes and internal controls
succession planning
  supporting the chairman transition 
with susan kilsby assuming 
chairmanship on april 29 2014
  reinitiating the search for a new 
chief financial ofﬁ cer following 
the termination of the merger 
with abbvie
  review of board composition and 
the commencement of searches for 
two new nonexecutive directors
  senior management succession 
planning and talent assessment 
more online at wwwshirecom
division of responsibilities
the board comprises the chairman 
seven other nonexecutive directors 
and the chief executive offi cer upon 
appointment the new chief financial 
offi cer will also become a member of 
the board the company’s interim 
chief financial offi cer is not a member 
of the board though attends board and 
relevant board committee meetings by 
invitation the chief executive offi cer 
together with the executive committee 
is responsible for business operations 
the nonexecutive directors are 
charged with exercising independent 
judgment during board deliberation and 
ensuring the effective performance by 
management of their duties
the chairman deputy chairman senior 
independent director and chief 
executive offi cer have distinctly different 
functions which are defi ned in writing 
and approved by the board these are 
summarised as follows
chairman
  as chairman it is susan kilsby’s 
primary responsibility to provide 
leadership to the board ensuring its 
effective operation this is achieved in 
part through her promotion of an open 
and engaged culture that facilitates 
constructive dialogue both with 
management and in executive 
sessions of the board she is also 
responsible for ensuring effective 
communications between the board 
and shareholders ms kilsby 
succeeded matthew emmens as 
chairman at the conclusion of the 
company’s annual general meeting 
held on april 29 2014 
deputy chairman
  as deputy chairman david kappler 
is responsible for supporting 
and deputising for the chairman 
as required 
senior independent director
  as senior independent director it 
is david kappler’s responsibility to 
provide a sounding board for the 
chairman and to serve as a trusted 
intermediary for the other directors 
he is also responsible for leading 
meetings of the nonexecutive 
directors in the absence of the 
chairman and for consulting with 
shareholders when communication 
with the chairman or chief executive 
ofﬁ cer would be inappropriate 
chief executive ofﬁ cer
  flemming ornskov’s principal 
responsibility as chief executive ofﬁ cer 
is to manage shire’s daytoday 
business he is accountable to the 
board for the development of the 
company and its operations having 
due regard for the strategy risk proﬁ le 
objectives and policies set forth by the 
board and its committees 
full details of the aforementioned roles 
and responsibilities can be found on the 
company’s website 64 shire plc annual report 2014
board operation 
during the year the board met frequently in order to discharge its duties six 
scheduled board meetings took place during 2014 of which fi ve were held faceto
face over a twoday period alongside board committee meetings in addition 15 
ad hoc meetings were held principally to address the approaches made by abbvie 
in total 21 meetings were held with the majority taking place by telephone
board member date of appointment
scheduled
meeting
attendance
ad hoc
meeting
attendance
1
susan kilsby
2
september 1 2011 66 1515
flemming ornskov january 2 2013 66 1515
david kappler april 5 2004 66 1415
dominic blakemore january 1 2014 66 715
william burns march 15 2010 66 1315
steven gillis october 1 2012 66 1415
david ginsburg june 16 2010 66 1515
anne minto
3
june 16 2010 56 815
david stout
4
october 31 2009 66 1415
matthew emmens
5
march 12 2003 – april 29 2014 11 22
graham hetherington
6
july 1 2008 – march 1 2014 11 00
note the number in brackets denotes the number of meetings that board members were eligible to attend
1
 ad hoc meetings were held at short notice and timed to facilitate maximum possible board attendance
2
 susan kilsby served as an independent nonexecutive director prior to her appointment as chairman on 
april 29 2014
3
 anne minto was absent from one scheduled board meeting due to illness
4
 david stout is to step down from the board on april 28 2015
5
 matthew emmens stood down as chairman of the board at the conclusion of the annual general meeting 
on april 29 2014
6 
graham hetherington stood down as chief financial ofﬁ cer on march 1 2014
corporate governance report
continued
only members of the board are entitled 
to attend board meetings however 
during the year additional individuals 
attended by invitation the interim chief 
financial offi cer and the general 
counsel and company secretary 
attended all scheduled and ad hoc 
meetings of the board with regular 
additional attendees at scheduled 
meetings including the head of 
corporate development the chief 
human resources offi cer the head of 
research and development and the 
chief compliance and risk offi cer 
external professional advisors also 
attended meetings when necessary 
at the conclusion of scheduled board 
meetings it is customary for the 
nonexecutive directors to meet 
without executive directors or 
management present following which 
a meeting of the nonexecutive 
directors led by the senior independent 
director is held in the absence of the 
chairman matters considered by the 
board are those reserved for their 
judgment and decision as defi ned in 
the board reserve powers although 
supplementary matters are considered 
by the board as circumstances require 
the board reserve powers are available 
on the company’s website
composition and diversity
the board has reviewed the 
independence of the nonexecutive 
directors other than the chairman in 
accordance with the factors set forth for 
consideration in the governance code 
and determined that each continues to 
be independent the governance code 
suggests that a length of service of 
more than nine years is relevant to the 
determination of a nonexecutive 
director’s independence therefore in 
considering the independence of mr 
kappler the board gave particular 
regard to the fact that at the time of the 
company’s annual general meeting in 
april 2015 he will have served as a 
member of the board for 11 years 
despite his length of tenure the board 
concluded that mr kappler remained 
independent in character and judgment 
demonstrating continued effective 
performance and commitment to his 
role details of the board performance 
evaluation which included the 
consideration of nonexecutive director 
independence are available on page 
65 in addition the board regards each 
of its members as possessing the skills 
knowledge and experience necessary 
for it to function effectively board 
members’ biographical information 
can be found on pages 60 and 61
the board recognizes the inherent value 
of diversity at all levels within the group 
and is therefore committed to its 
furtherance shire’s board diversity 
policy acknowledges that the company 
its shareholders and other stakeholders 
are best served by a board diverse in 
skill experience and background 
including gender the principles of the 
policy are taken into account by both 
the board and the nomination 
committee in their consideration of 
potential board members with its 
diversityendorsing values refl ected in 
recruitment policies in effect throughout 
the group additional disclosure relating 
to diversity within shire is made on 
page 28
appointments
the board may appoint any individual 
as a director either to fi ll a vacancy or 
as an additional member of the board 
the process for new appointments is 
typically headed by the nomination 
committee procedural details are 
available on page 72 which ultimately 
makes a recommendation to the board 
the agenda for board meetings is 
determined by the chairman in 
collaboration with the chief executive 
offi cer and the company secretary the 
chairman also has the responsibility of 
ensuring that all necessary information 
is provided to the board in a timely 
manner in respect of which she is 
supported by the company secretary 
and other members of management 
and that suffi cient time is made 
available at meetings for the 
consideration of individual agenda 
items the chairman encourages 
discussion with a view to achieving 
resolution by consensus if this is 
unable to be achieved decisions are 
to be taken by majority vote with the 
chairman having a casting vote in 
the case of an equality of votes
board effectiveness
effective leadership is integral to the 
execution of the company’s strategy 
and therefore to the fulfi lment of its 
objectives the board is committed 
to ensuring the company operates 
in accordance with the highest 
standards of governance in order to 
promote its success for the benefi t 
of all stakeholders annual report 2014 shire plc 65
strategic report governance financial statements other information
appointments may be made by the 
board at any time subject to subsequent 
election and annual reelection by the 
company’s shareholders with the 
exception of david stout all of the 
directors are seeking reelection at the 
annual general meeting to be held on 
april 28 2015 at which nonexecutive 
directors’ terms of appointment and the 
executive director’s service contract 
will be made available for inspection 
by shareholders as part of the board 
performance evaluation the chairman 
discussed personal performance 
with board members and concluded 
that each of the directors seeking 
reelection evidenced continued 
effective performance and commitment 
to their role
commitment
prior to appointment each non
executive director is required to 
disclose to the board their other 
signifi cant commitments so as to enable 
an assessment of their capacity to 
effectively discharge their anticipated 
duties and responsibilities the board in 
turn is informed by each nonexecutive 
director of any changes to their other 
signifi cant commitments each non
executive director has undertaken that 
they are able to meet the time 
commitment expected of them which 
was duly communicated by the board 
prior to appointment as part of its 
performance evaluation the board 
determined that each of its members 
had committed suffi cient time to 
perform their role effectively
conflicts of interest
directors are required to seek consent 
from the board prior to being appointed 
to or acquiring any material fi nancial 
interest in any enterprise which 
competes is likely to compete or has a 
signifi cant business relationship with the 
company in addition directors are 
required to disclose the nature and 
extent of any interest they have 
whether direct or indirect in any 
transaction entered into or proposed to 
be entered into by the group which 
confl icts or may confl ict with the 
company’s interests such disclosures 
are made at the fi rst board meeting at 
which the transaction is considered 
after the director concerned becomes 
aware of the confl ict of interest or 
potential confl ict following which the 
director abstains from all associated 
discussion and voting
induction and development
upon appointment to the board all 
directors undergo a formal induction 
program tailored to their individual skills 
knowledge and experience the 
purpose of such a program is to 
facilitate each director’s familiarisation 
with the company’s business strategy 
and governance structure as well as 
their own duties and responsibilities 
induction activities undertaken during 
the year include 
dominic blakemore
  mr blakemore met with management 
from across the business and 
corporate functions in order to more 
fully understand the company and 
its operations 
susan kilsby
  prior to assuming the position of 
chairman ms kilsby engaged in an 
extensive series of meetings with 
management and employees across 
the group and with many of the 
company’s major shareholders
in addition to undergoing an initial 
induction on an annual basis each 
director discusses with the chairman 
their individual development 
requirements with a view to ensuring 
that their skills knowledge and 
experience are regularly refreshed 
and that their familiarity with the 
company’s business is maintained
information and support
the chairman in collaboration with 
the company secretary and senior 
management is responsible for 
ensuring that board members are 
provided at all times with the 
information necessary for them to 
effectively discharge their duties and 
responsibilities before decisions are 
made at board meetings consideration 
is had as to the adequacy of the 
information available to the board 
enabling the deferral of decision 
making if necessary directors are 
able to seek clarifi cation additional 
information or professional advice 
necessary to the fulfi lment of their 
duties and responsibilities from across 
the business from the company 
secretary or from independent sources 
at the company’s expense in addition 
the chairman supported by the 
company secretary ensures that 
effective channels of communication 
exist between the board its committees 
and the company’s management
board performance evaluation
2013 progress
the 2013 internal evaluation highlighted 
the benefi t of having external speakers 
provide the board with periodic updates 
on issues or trends that may impact 
the company’s strategy or operations 
as a result of the approaches made by 
abbvie during 2014 the board received 
regular updates from the company’s 
brokers regarding views held by 
shareholders however plans for 
briefi ngs by other external speakers 
were deferred the board recognizes 
the value of receiving external insight 
into and analysis of key issues and 
trends that have the capacity to impact 
the group and will therefore seek to 
take advantage of opportunities for 
such input going forwards 
2014 procedure conclusions and 
action points 
the 2014 board performance evaluation 
was carried out internally led by the 
chairman with the support of the 
company secretary and covered 
the performance of the board and 
its members all directors completed 
a performance and effectiveness 
questionnaire with responses 
aggregated on a nonattributable basis 
and shared with the board in addition 
the chairman met with each board 
member to discuss individual 
performance training needs and overall 
board effectiveness the aggregated 
questionnaire responses together with 
individual director feedback enabled 
the chairman to lead the performance 
evaluation and effectiveness review with 
the board in addition the chairman 
of each board committee conducted 
a similar performance evaluation 
and effectiveness review with their 
respective committee members 
the senior independent director also 
spoke with each board member to 
obtain feedback on the chairman’s 
performance which underpinned his 
discussion with her regarding the same  66 shire plc annual report 2014
corporate governance report
continued
the board performance evaluation had 
regard to the information and time 
made available to the board in its 
consideration of strategy material risks 
the integrity of the company’s fi nancial 
statements and the robustness of its 
internal controls and risk management 
systems there was also discussion 
concerning succession planning at 
board and senior management level 
as well as refl ection on board 
independence culture and dynamics 
and whether its collective skillbase 
and experience enabled it to effectively 
discharge its responsibilities
the overall conclusion drawn from the 
2014 board performance evaluation 
is that the individual members of 
the board remain effective in their 
ability to discharge their duties and 
responsibilities each continues to 
make a valuable contribution whilst 
their respective committee meetings 
subject to any confl ict of interest or 
particular sensitivity all committee 
papers would be available for the review 
of all board members 
relations with shareholders
the board is committed to maintaining 
open and constructive dialog with 
shareholders helping to ensure 
common awareness and interpretation 
of strategic objectives matters of 
governance and of the company’s 
performance the principal points of 
contact for major shareholders are the 
chief executive offi cer the interim chief 
financial offi cer and the company’s 
investor relations team with the views 
of investors communicated to the 
board during the year the group 
engaged with shareholders through 
the various media below
demonstrating commitment to their 
role with the chairman displaying 
effectiveness in leadership the culture 
is one of open and robust debate with 
the board and its committees receiving 
the information necessary to make 
informed judgments and decisions 
in considering the results of the 2014 
evaluation and how effectiveness might 
be improved the board agreed that 
a greater emphasis would be placed 
on succession planning and talent 
management in 2015 certain areas 
were also identifi ed as helpful for the 
board to receive briefi ngs on from 
internal and external speakers in order 
to enhance understanding of matters 
being reviewed at board committee 
meetings it was agreed that in addition 
to the current practice of committee 
chairmen providing detailed summaries 
to the board on key matters reviewed at 
meetings with shareholders early in the year susan kilsby as chairmanelect met with many of shire’s major 
shareholders before assuming the role of chairman on april 29 2014 in addition 
during the period in which the company was engaged in discussions with abbvie 
shire’s chairman and chief executive offi cer met with major shareholders to 
receive their views on the approach the chief executive offi cer interim chief 
financial offi cer and the company’s investor relations team also met with 
shareholders to discuss shire’s 10bn product sales by 2020 plan
investor days in december the company hosted a research and development day in new york 
with speakers including the chief executive offi cer the head of research and 
development and key members from rd and clinical teams the event was well 
attended by analysts and investors alike with the presentations also webcast
results announcements and 
presentations 
the company communicated its performance to shareholders and analysts 
through quarterly fi nancial results announcements each accompanied by an 
explanatory teleconferencewebcast and qa session given by the chief 
executive offi cer and the interim chief financial offi cer
financial reporting the company published half and full year reports in accordance with obligations 
arising from its listing on the london stock exchange and fi led quarterly form 
10qs and an annual form 10k as a result of its listing on the nasdaq global 
select market
annual general meeting the company’s annual general meeting was held in dublin on april 29 2014 
shareholders were invited to attend to vote on resolutions and also to meet with 
members of the board
website the company’s website wwwshirecom provides information about the group 
and is regularly updated with corporate and regulatory news ir events broker 
forecasts and other information pertaining to the company’s operations in 
addition investors using portable devices can view shire’s dedicated mobile 
website httpwwwshirecomshireplcmobile
investor relations the group’s investor relations department regularly responds to shareholder 
communications through its dedicated inbox investorrelationsshirecom
corporate responsibility reports 
and engagement
the company produces a biannual publication entitled “responsibility matters” 
which is distributed to employees and interested socially responsible investors 
in addition the company participated in a socially responsible investor day hosted 
by goldman sachs the company’s website also has a dedicated “responsibility” 
section which is regularly updated
digital application shire’s ir briefcase application is regularly updated with news and presentations 
and provides access to the company’s latest annual report and accounts  annual report 2014 shire plc 67
strategic report governance financial statements other information
board committees
so as to ensure effective oversight and 
control over the group’s operations 
the board has constituted the audit 
compliance  risk committee the 
remuneration committee the 
nomination committee the science 
 technology committee and the 
executive committee each of which 
has been delegated specifi c authorities 
the board committees’ terms of 
reference which are subject to 
annual review and approval by the 
board are available on the company’s 
website with further detail as to their 
operation and activities presented in 
the reports below
audit compliance  risk committee meetings at the invitation of the 
committee chairman so as to facilitate 
open and unreserved discussion it is 
the committee’s practice to set aside 
time for its private deliberation with 
time also reserved for private discussion 
with each of the group’s external 
auditor head of internal audit and 
chief compliance and risk offi cer 
role of the committee
the purpose of the committee is to 
oversee shire’s accounting and fi nancial 
reporting processes the audits of its 
fi nancial statements and the 
effectiveness of the company’s risk 
management and internal control 
framework in doing so the 
committee’s principal duties are to
  monitor the integrity of the ﬁ nancial 
reports and statements of the group 
and where requested by the board 
advise on whether taken as a whole 
the annual report and accounts is fair 
balanced and understandable 
  make recommendations to the board 
on matters relating to the appointment 
of the external auditor to determine 
and agree the scope of the external 
audit engagement and to consider 
ﬁ ndings and recommendations arising 
from the external audit process 
  monitor and review the integrity and 
effectiveness of the group’s internal 
ﬁ nancial controls and internal control 
and risk management systems 
  review the group’s strategy for the 
management of key corporate and 
ﬁ nancial risks and 
  review the status of the group’s 
compliance program to ensure 
adherence to applicable legal and 
regulatory standards and to the 
group’s internal policies 
in addition the committee is authorized 
to investigate any activity included 
within its terms of reference and is 
responsible for the resolution of any 
disagreement between management 
and the group’s external auditor 
regarding fi nancial reporting matters 
the committee is also permitted to 
seek any information it requires from 
any employee of the group and any 
external professional advice at the 
company’s expense necessary to the 
fulfi lment of its duties 
dominic blakemore
chairman of the audit compliance  risk 
committee
membership and meetings
as at the year end the audit 
compliance  risk committee 
comprised four independent non
executive directors each chosen for 
their knowledge and experience of 
fi nancial matters fi nancial reporting 
risk management and internal controls 
the board is satisfi ed that at least one 
member of the committee has recent 
and relevant fi nancial experience in 
accordance with the requirements 
of the governance code
committee member
date of
appointment
meeting
attendance
1
dominic blakemore
2
jan 1 2014 66
david kappler april 5 2004 66
david stout
3
dec 8 2009 66
steven gillis
4
dec 3 2014 11
susan kilsby
5
sept 1 2011 – 
april 29 2014
22
note the number in brackets denotes the number 
of meetings that committee members were eligible 
to attend
1 
one ad hoc and ﬁ ve scheduled committee 
meetings were held during the year 
2 
dominic blakemore served as a member of the 
committee prior to his appointment as committee 
chairman which took effect from the end of the 
committee meeting held on april 29 2014 
3 
david stout is to step down from the committee 
on april 28 2015
4
 steven gillis serves as an interim member of the 
committee 
5
 susan kilsby stood down as committee chairman 
with effect from the end of the committee meeting 
held on april 29 2014
committee meetings held during the 
year typically coincided with key dates 
in the group’s fi nancial reporting cycle 
during the year the chairman of the 
board other nonexecutive directors 
the chief executive offi cer the interim 
chief financial offi cer the interim 
group financial controller the chief 
compliance and risk offi cer the head 
of internal audit the group’s external 
auditor and the general counsel and 
company secretary regularly attended 
board of
directors 68 shire plc annual report 2014
corporate governance report
continued
financial reporting 
key considerations
the signifi cant issues considered by the 
committee during the year in relation to 
the fi nancial statements were 
  purchase accounting related to the 
group’s acquisition of viropharma 
lumena and fibrotech the 
committee reviewed and critiqued 
the critical accounting estimates used 
in the purchase price allocations 
speciﬁ cally the valuation of acquired 
intangible assets and satisﬁ ed itself 
that these estimates were reasonable 
and appropriately applied the 
committee addressed these matters 
through the receipt of reports from 
management which discussed the 
assumptions used in addition as a 
principal area of audit focus deloitte 
llp provided detailed reporting to 
the committee in respect of these 
matters further information is 
available in note 4 to the 
consolidated ﬁ nancial statements
  accounting for sales deductions and 
rebates and the key judgments and 
estimates applied by the company in 
calculating the liability recorded in the 
balance sheet for such items the 
committee received reports from 
management outlining the process 
applied and the basis for the 
assumptions used as an area of audit 
focus deloitte llp also provided 
regular reporting to the committee 
in respect of these matters further 
information is available in note 3 ii to 
the consolidated ﬁ nancial statements
  accounting for litigation provisions and 
costs further information is available 
in notes 3 iv and 19 to the 
consolidated ﬁ nancial statements 
internal controls and risk management 
relating to ﬁ nancial reporting 
the group’s internal control program 
concerning fi nancial reporting “icp” 
is aligned with the internal control – 
integrated framework 2013 issued 
by the committee of sponsoring 
organizations of the treadway 
commission “coso framework” it 
comprises a combination of manual 
automated preventative and detective 
controls as well as underlying it 
controls for key fi nancial systems which 
are documented tested and reported 
on throughout the year the icp takes 
into account key policies such as the 
financial controller’s manual and the 
delegation of authority matrix as well 
as pervasive entity level controls 
including those relating to integrity and 
ethical values adherence to codes of 
conduct and board independence and 
oversight of internal control 
organizational structure and individual 
competency in addition on an annual 
basis the internal audit function 
develops and executes a riskbased 
audit plan covering areas of fi nancial 
compliance and operational risk across 
the various group functions and 
geographic locations results of these 
audits together with results of icp 
testing are regularly reviewed by 
the committee which along with 
management assesses the 
effectiveness of the icp and the risk 
management framework in addition 
an established process of escalation 
enables the committee and the board 
to review matters material to the group 
on a timely basis as they arise 
  accounting for various tax related 
matters including the level of tax 
provisions accounting for income tax 
is underpinned by a range of 
judgments further information is 
available in notes 3 iii 26 and 28 to 
the consolidated ﬁ nancial statements 
the most signiﬁ cant judgment in 2014 
related to the tax treatment of the 
break fee received from abbvie which 
the company concluded based on 
advice received should not be taxable 
in ireland however this has not been 
agreed with the tax authorities the 
committee addresses these issues 
and the related accounting and 
disclosure through a range of 
reporting from senior management 
and also receives verbal and written 
reporting from deloitte llp
  the carrying value of the company’s 
intangible assets the judgments in 
relation to potential asset impairments 
principally related to the assumptions 
underlying the determination of the fair 
value of the asset being tested 
primarily the achievability of the long 
term business plan underlying the 
valuation process the committee 
discussed with management the 
judgments and sensitivities relevant to 
intangible asset impairment reviews 
and deloitte llp provided detailed 
reporting to the committee further 
information is available in note 3 i to 
the consolidated ﬁ nancial statements
  the review of questions posed by the 
sec regarding shire’s 2013 form 
10k ﬁ ling and the approval of shire’s 
response and
  disclosure within the group’s 2013 
fullyear and 2014 quarterly results 
announcements and related 
ﬁ nancial reports annual report 2014 shire plc 69
strategic report governance financial statements other information
because of inherent limitations of 
internal controls over fi nancial reporting 
material misstatements due to error 
may not be prevented or detected 
projections of any evaluation of 
effectiveness for future periods are 
subject to the risk that controls may 
become inadequate because of 
changes in conditions or that the 
degree of compliance with the policies 
or procedures may deteriorate to 
mitigate this risk during the year the 
group’s management assessed the 
effectiveness of the icp against the 
coso framework based on this 
assessment management believes that 
the icp was effective as of december 
31 2014 
in addition during the year the board in 
conjunction with the committee 
reviewed the effectiveness of the 
group’s compliance program and wider 
internal control and risk management 
systems this was performed through 
the review and challenge of related 
reports and presentations from 
management and in the board and 
committee’s consideration of routine 
and exceptional items of business 
neither the board nor the committee 
identifi ed nor were advised of any 
defi ciencies within the company’s 
compliance program or internal control 
and risk management systems that 
were considered to be material to the 
group as a whole further details on 
shire’s risk framework can be found 
on page 32
in addition the policy prescribes 
services from which the external auditor 
is explicitly prohibited from providing 
and those the provision of which has 
been preapproved by the committee 
subject to individual and aggregate 
monetary limits all proposed services 
falling outside of the scope of the policy 
or the monetary limits contained therein 
must receive preapproval from the 
committee or from its chairman subject 
to committee approval at its next 
scheduled meeting fees in respect of 
nonaudit services provided by the 
external auditor to the company in 2014 
totalled 46 million 2013 06 million 
the increase in fees in 2014 relative to 
2013 principally relates to reporting 
accountant services provided in relation 
to the proposed merger with abbvie 
which was subsequently terminated 
further details on the breakdown 
of nonaudit fees paid or due to the 
external auditor as a result of services 
provided during 2014 can be found 
in note 31 to the consolidated 
fi nancial statements
further factors identifi ed as contributing 
to external auditor objectivity and 
independence include the external 
auditor’s retention of an impartial and 
questioning approach particularly 
with respect to issues of heightened 
sensitivity the fi rm’s prudent attitude 
to the consideration and undertaking 
of nonaudit services and shire’s 
own principle of not recruiting staff 
directly from the external auditor 
engagement team
during the year the committee met with 
the external auditor to consider the 
external auditor’s independence and 
objectivity ensuring that the relationship 
between the external auditor and 
members of fi nancial management had 
not resulted or appeared to result in a 
lack of independence or objectivity the 
committee considers that during 2014 
the external auditor was suffi ciently 
robust in dealings with members of 
fi nancial management and that in their 
absence the external auditor was 
transparent and decisive in dealings 
with the committee
committee activities
the committee’s activities during 
the year related to fi nancial reporting 
included
  the review of the group’s treasury 
policies and ongoing treasury activities 
  the monitoring of the group’s 
compliance with its stated non gaap 
accounting policy applied in quarterly 
earnings releases
  the monitoring of the group’s accounts 
receivable exposure in certain 
eurozone and latinamerican 
countries and the associated risk 
mitigation activities and
  an annual review of the group’s tax 
strategy and assessment of ﬁ scal risk
external audit
independence and objectivity
the committee recognizes both the 
need for an objective and independent 
external auditor and how such 
objectivity and independence might 
be or appear compromised through 
the provision of nonaudit services 
accordingly the committee has 
overseen the implementation of a policy 
on the provision of nonaudit services 
by the external auditor with a view to 
safeguarding these core attributes 
the policy provides that amongst 
other things the auditor must not 
provide a service which
  creates a mutuality of interest 
  places the auditor in a position where 
they would audit their own work 
  results in the auditor acting as a 
manager or employee of the 
company or 
  puts the auditor in role of advocate 
for the company  70 shire plc annual report 2014
corporate governance report
continued
effectiveness
the committee recognizes the 
importance of having a highcaliber 
of audit and as such undertakes an 
annual assessment of the effectiveness 
of the external audit process as part 
of its evaluation the committee drew 
upon a survey of members of fi nancial 
management which measured the 
external auditor’s performance 
against predetermined “critical 
success factors” designed to 
facilitate continuing and measurable 
improvement in the effectiveness of the 
external audit process the committee 
concluded that the “critical success 
factors” had been substantially met with 
there existing a constructive working 
relationship between the external 
auditor and members of fi nancial 
management moreover the committee 
determined that the audit process was 
suffi ciently robust with the external 
auditor demonstrating continued 
commitment to the performance of 
highquality audit work further areas 
of development were identifi ed and 
communicated to the external auditor 
which in turn has committed to working 
with management and the committee 
to address these in 2015 
appointment and tendering
deloitte llp has served as shire’s 
external auditor since 2002 with the 
current audit partner having served since 
his appointment in 2012 following the 
review of deloitte’s continued objectivity 
independence and performance in 
respect of the 2014 fi nancial year 
and having received an expression 
of willingness to continue in offi ce 
as external auditor the committee 
recommended to the board the 
reappointment of deloitte llp as 
the company’s external auditor for 
the 2015 fi nancial year there existed 
no contractual obligations that 
inhibited or infl uenced the 
committee’s recommendation
in accordance with developments in 
european and national regulation and 
the uk corporate governance regime it 
is the company’s policy that the external 
audit contract be put to tender at least 
quarterly in addition periodically the 
company’s internal audit procedures 
and capabilities undergo an 
independent external assessment 
against global standards with the 
ensuing report reviewed by the 
committee chairman 
whistleblowing
shire’s compliance effort is focused 
on the prevention and detection of 
misconduct through policy 
development training monitoring 
and audit as part of this effort shire 
employees are encouraged to report 
suspected cases of misconduct 
confi dentially and without fear of 
retaliation through management or 
through shire’s global compliance 
helpline the helpline the operation 
of which is overseen by the chief 
compliance and risk offi cer is 
managed by an independent third 
party so as to preserve anonymity as 
appropriate concerns and allegations 
are thoroughly investigated with 
disciplinary action taken where 
necessary periodically the chief 
compliance and risk offi cer provides 
the committee with a summary of 
matters raised through management 
and the helpline as well as details of 
any resultant investigations
committee activities
during the year the committee’s other 
areas of review included
  the company’s 2014 proﬁ t forecast 
and related earnings guidance
  compliance and audit updates from 
the chief compliance and risk ofﬁ cer 
and the head of internal audit 
  the renewal terms of the group’s 
insurance program 
  the group’s internal audit program 
  proposed arrangements to provide 
the group with additional ﬁ nancial 
ﬂ exibility and
  the group’s corporate risk schedule 
including consideration of the principal 
risks faced by the group and the 
associated mitigation strategy 
once in every tenyear period with the 
external audit partner rotating on a 
fi veyearly basis notwithstanding such 
policy having regard to transitional 
arrangements regarding external audit 
tendering and rotation provided by the 
relevant regulatory authorities it is the 
committee’s intention subject to 
thenprevailing circumstances to put the 
external audit contract out to tender at a 
time that would see the appointment of 
the preferred external audit fi rm align 
with the end of the incoming audit 
partner’s tenure in 2021 the incumbent 
audit partner is scheduled to step down 
in 2016 it should be noted that despite 
the committee’s intention regarding the 
timing of tender the external auditor 
is subject to ongoing effectiveness 
review and that the committee may 
choose to put the external audit 
contract out to tender at any time it 
considers appropriate 
committee activities
the committee’s activities related to 
external audit during the year included
  the review of quarterly updates 
provided by the external auditor 
encompassing key areas of 
judgment and risk audit planning 
governance updates and other 
businessrelated matters 
  the ﬁ nal review of the 2013 audit 
and the initial review of the external 
auditor’s performance and 
effectiveness during the 2014 
ﬁ nancial year including a review of 
management’s assessment of the 
performance and effectiveness of the 
external auditor
  the review and approval of the 2014 
audit plan and audit fee and 
  an assessment of the objectivity and 
independence of the external auditor 
other matters 
internal audit 
internal audit effectiveness is monitored 
and reviewed on an ongoing basis by 
the committee the internal audit plan 
is approved annually by the committee 
progression against which is reviewed  annual report 2014 shire plc 71
strategic report governance financial statements other information
david kappler
chairman of the nomination committee
membership and meetings
as at the year end the nomination 
committee’s membership comprised 
three independent nonexecutive 
directors and the chairman of the board
committee 
member
date of
appointment
meeting
attendance
david kappler april 26 2006 55
william burns june 27  2011 55
susan kilsby feb 1 2014 55
anne minto
1
feb 8 2012 45
matthew emmens
2
june 18 2008 – 
april 29 2014
11
note the number in brackets denotes the number 
of meetings that committee members were eligible 
to attend
1 
anne minto was absent from one scheduled 
committee meeting due to illness
2 
matthew emmens stood down as a member 
of the committee on april 29 2014 
committee meetings are typically held 
before scheduled meetings of the board 
with additional meetings convened as 
required at the invitation of the 
committee chairman the chief executive 
offi cer and the general counsel and 
company secretary attended all meetings 
held during the year 
succeed james bowling as interim 
chief financial offi cer on january 1 
2015 following mr bowling’s notifi cation 
to the company of his decision to step 
down and assume the position of chief 
financial offi cer of another ftse 100 
company aside from assisting shire 
with senior management searches 
spencer stuart has no other connection 
with the company
new nonexecutive directors
as a result of matthew emmens stepping 
down as chairman in april 2014 the 
committee recommended to the board 
that a search be commenced for a new 
nonexecutive director specifi cally with 
biotechnology andor pharmaceutical 
experience russell reynolds associates 
was retained to undertake the search 
which was subsequently suspended as 
a result of and resumed following the 
discussions held with abbvie in addition 
following a periodic review of the board’s 
composition and tenure the committee 
recommended that a search be 
undertaken for a second new non
executive director who would enhance 
the board’s breadth of skill and 
experience odgers berndtson was 
retained to lead this search russell 
reynolds associates and odgers 
berndtson have been made aware of 
shire’s board diversity policy aside from 
assisting with senior management 
searches neither search fi rm has any 
other connection with the company
deputy chairman and senior independent 
nonexecutive director extension of term
in anticipation of pending changes to the 
shire board in 2015 with the expected 
appointment of a new chief financial 
offi cer and two new nonexecutive 
directors the committee with mr 
kappler recusing himself recommended 
to the board that mr kappler be asked to 
remain on the board beyond the agm in 
april 2015 being the date of the 
expiration of his current term of 
appointment following discussion which 
included consideration of mr kappler’s 
independence the board agreed that mr 
kappler remains independent and that his 
term be extended for one year after the 
2015 agm
role of the committee
the committee’s responsibilities include
  reviewing the size and composition 
of the board and making 
recommendations to the board with 
respect to any changes 
  identifying and nominating for the 
approval of the board candidates for 
new board appointments 
  reviewing succession planning for 
executive and nonexecutive directors 
with a view to ensuring the long term 
success of the group 
  making recommendations to the board 
regarding the reelection and re
appointment of nonexecutive 
directors and
  making recommendations to the 
board with respect to the membership 
of board committees 
key considerations and activities
during the year and up to the date of this 
report the committee’s principal 
considerations and activities were
chief financial ofﬁ cer succession
the committee initiated a global search 
for a new chief financial offi cer after 
graham hetherington informed the board 
in february 2014 of his decision to step 
down the board agreed that mr 
hetherington would leave the company 
on march 1 2014 and that james 
bowling then shire’s group financial 
controller would be appointed as interim 
chief financial offi cer with effect from 
that date the executive search fi rm 
spencer stuart was retained to undertake 
the search for a new chief financial 
offi cer which included the consideration 
of internal candidates the search was 
suspended as a result of the approach 
made by abbvie though resumed in 
october 2014 following the termination 
of the merger in identifying potential 
candidates spencer stuart was informed 
of the experience technical skills and 
other capabilities sought by the company 
and was made aware of its board 
diversity policy shire announced in 
november 2014 that jeff poulton then 
head of investor relations would 
nomination committee 72 shire plc annual report 2014
board diversity policy 
following a review of the evolving 
environment regarding board diversity 
the committee reviewed the board 
diversity policy and agreed that it remains 
appropriate in addition the committee 
reaffi rmed its commitment to the 
promotion of diversity both in executive 
and nonexecutive appointments and 
in recruitment practises throughout 
the group this view was shared with 
and agreed by the board further 
details on diversity can be found 
on pages 28 and 64
board appointments procedure 
board composition is central to the 
effective leadership of the group and 
therefore prior to commencing any 
search for prospective board members 
the committee refl ects on the board’s 
current balance of skills and experiences 
and those that would be conducive to 
the delivery of the company’s strategy 
a recommendation is then made to the 
board as to the core attributes sought 
following which an appropriately qualifi ed 
search fi rm is engaged and informed 
amongst other things of the time 
commitment required of any appointee 
and of shire’s board diversity policy 
shortlisted candidates are interviewed 
by as many of the committee members 
as is feasible following which any 
preferred candidate meets with other 
directors prior to a decision being made 
by the board 
dr david ginsburg
chairman of the science  technology committee
membership and meetings
as at the year end the science  
t echnology committee’s membership 
comprised three independent non
executive directors in accordance with 
the committee’s terms of reference 
the board is satisfi ed that at least one 
committee member has scientifi c 
expertise relevant to pharmaceutical 
research and development
committee 
member
date of
appointment
meeting
attendance
david ginsburg june 16 2010 44
william burns feb 8 2012 44
steven gillis oct 1 2012 44
note the number in brackets denotes the number 
of meetings that committee members were eligible 
to attend
the committee typically meets before 
scheduled meetings of the board 
during the year the chairman of the 
board the chief executive offi cer the 
head of research and development 
the head of corporate development 
the general counsel and company 
secretary and members of management 
regularly attended meetings at the 
invitation of the committee chairman
role of the committee
the committee’s principal responsibilities 
are to periodically review and advise the 
board on the company’s investment in 
research development and technology 
the quality of the rd pipeline and the 
quality of rd talent within the group 
in doing so the committee
  advises the board on emerging science 
and technology issues and trends 
  assesses and advises the board on 
the overall quality and expertise of 
medical and scientiﬁ c talent within the 
rd organisation 
  assesses and advises the board on 
the quality and competitiveness of the 
company’ s rd programs and 
technology initiatives from a scientiﬁ c 
perspective including the associated 
risk proﬁ le and 
  assesses and advises the board on 
the scientiﬁ c technical and medical 
merits of any potential signiﬁ cant 
rd investments 
key considerations
the committee’s principal areas of review 
during the year included
  the clinical development pipeline and the 
research and nonclinical portfolio 
including key programs
  the rd budget and productivity of the 
portfolio and 
  the relevant clinical or material preclinical 
data identiﬁ ed during due diligence 
relating to material business 
development transactions including nps 
pharmaceuticals fibrotech lumena 
and armagen 
science  t echnology committee
corporate governance report
continued annual report 2014 shire plc 73
strategic report governance financial statements other information
dr flemming ornskov
chairman of the executive committee
membership and meetings
chaired by the chief executive offi cer 
the executive committee’s membership 
is drawn from shire’s executive directors 
and management as at the year end the 
committee comprised the chief 
executive offi cer the general counsel 
and company secretary the interim 
chief financial offi cer the head of 
corporate development the chief 
human resources offi cer and the 
head of research and development
the committee typically meets on a 
monthly basis to deliberate signifi cant 
items of business scheduling additional 
meetings as required during the year 
there were 20 meetings of the committee 
each of which was attended by the 
chief executive offi cer the only other 
executive director to serve during the 
year the former chief financial offi cer 
attended two out of the three meetings 
he was eligible to attend in addition to 
its members other members of 
management attended committee 
meetings at the invitation of the 
committee chairman
role of the committee
the committee is charged with managing 
shire’s business including
  ensuring that the group is run within 
the governance framework agreed by 
the board 
  making strategic recommendations to 
the board and implementing the strategy 
approved by the board 
  considering matters referred from 
management committees that are 
material from a risk ﬁ nancial 
reputational or strategic perspective 
referring decisions to the board 
as appropriate 
  supervising the preparation of ﬁ nancial 
plans and budgets to be recommended 
to the board and monitoring the 
performance of the group’ s inline 
products and pipeline projects against 
budget and 
  managing internal talent and senior 
leadership succession planning and 
directing the group’ s human resources 
approach within parameters agreed with 
the remuneration committee including 
the reward framework 
committee member
1
position
date of 
appointment
flemming ornskov chief executive officer january 2 2013
tatjana may
2
general counsel and 
company secretary
may 1 2001 – december 31 2014
james bowling
3
interim chief financial officer march 1 2014 – december 31 2014
mark enyedy
4
head of corporate development may 1 2014
ginger gregory chief human resources officer march 1 2014
phil vickers head of research and development march 1 2014
graham hetherington
5
chief financial officer july 1 2008 – march 1 2014
1
 jeff poulton was appointed interim chief financial ofﬁ cer and a member of the committee on 
january 1 2015
2
 tatjana may stood down as general counsel on december 31 2014 ms may is to step down 
as company secretary on may 1 2015
3
 james bowling stood down as interim chief financial ofﬁ cer on december 31 2014
4
 mark enyedy was appointed interim general counsel on january 1 2015 in addition to his 
existing position as head of corporate development
5
 graham hetherington stood down as chief financial ofﬁ cer on march 1 2014
key considerations
the committee’s principal considerations 
during the year included
  ﬁ nancial and operational matters 
including product performance reviews 
and budget updates
  business development opportunities 
  one shire efﬁ ciency plans including a 
site strategy review which resulted in 
the establishment of the company’ s 
lexington massachusetts site as its 
us operational headquarters and the 
associated planned relocation of over 
500 positions from its chesterbrook 
pennsylvania site 
  compliance updates from across 
the group
  the company’ s risks and associated 
mitigation activities and initiatives
  integration plans relating to the 
proposed combination with abbvie
  updates on material litigation and 
investigations 
  objectives and proposed budget for 
2015 and
  human resource matters including talent 
talent management principles 
remuneration policy and employee 
survey results 
executive committee 74 shire plc annual report 2014
anne minto
chairman of the
remuneration committee
directors’ remuneration report
  we clariﬁ ed the committee’s intention 
to make annual awards under the 
long term incentive plan “ltip” with 
a maximum of 840 of salary to the 
ceo this award level is subject to the 
ceo’s continued exceptional personal 
performance awards will vest based 
on stretching ﬁ nancial performance 
conditions over a threeyear period
  we replaced our historic performance 
matrix on the ltip with the 
independent measures of non gaap 
ebitda and product sales and 
maintained a non gaap adjusted 
roic underpin to ensure that earnings 
quality is achieved before any payout 
can occur
  we introduced a twoyear post vest 
holding period onto the ltip resulting 
in a total holding period of ﬁ ve years 
  we enhanced the malus and clawback 
provision for the incentive plans to 
ensure that we are aligned with market 
best practice
this has been a challenging year for 
shire and i would like to take this 
opportunity to provide you with an 
overview of the committee’s major 
decisions taken during the year the 
changes made to the executive 
directors’ remuneration arrangements 
and the context in which these decisions 
were taken
as communicated to shareholders in 
last year’s remuneration report the 
committee undertook a strategic review 
of remuneration during 2014 this gave 
the committee an opportunity to ensure 
the remuneration policy for executive 
directors supports and drives the 
company’s strategic direction and in 
particular the key goal of achieving 
10 billion in product sales by 2020 
as a result of this review we are 
presenting a new remuneration policy for 
shareholder approval at the 2015 agm 
at shire we are focused on becoming 
a leading global biotech company and 
the committee is confi dent that the 
proposed remuneration policy supports 
this ambition the revised policy is 
designed to
dear shareholder
on behalf of the board 
i am pleased to present the 
remuneration committee’s 
report for the ﬁ nancial year 
ending december 31 2014 
  ensure our remuneration 
arrangements are aligned with our 
strategy in particular our plan to 
double shire’s product sales to 
10 billion by 2020 
  simplify remuneration arrangements 
increase transparency for our 
shareholders and improve line of sight 
for our executive directors
  implement a remuneration package 
that is competitive and facilitates 
executive retention within the sectors 
and geographies in which the 
company operates and competes 
for talent
  incorporate key aspects of emerging 
remuneration best practice
in line with our ongoing commitment 
to open and transparent dialog with 
shareholders i have had discussions 
with many of our largest shareholders 
to discuss the proposed revisions to 
our remuneration policy the policy 
presented therefore takes into 
consideration the views of key 
shareholders and we very much look 
forward to receiving your support for the 
policy at the 2015 agm full details of 
the revised policy are set out in the body 
of the remuneration report the key 
changes are summarised below
part 1 – annual statement annual report 2014 shire plc 75
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166 
strategic report governance financial statements other information
as part of the review the committee 
also determined that the global biotech 
and us biopharma markets would be 
the primary reference points when 
considering the remuneration policy for 
executive directors with the ftse 50 
excluding fi nancial services retained 
as a secondary reference point this 
change is intended to refl ect the current 
profi le of the business where north 
america generates the majority of the 
company’s revenues and is also the 
core market for competing for talent dr 
ornskov is also located in the us along 
with the majority of senior management 
and over twothirds of employees
the committee will continue to monitor 
the current arrangements to ensure they 
remain aligned with shire’s strategic 
goals and shareholder interests
context of the committee’s decisions
through an eventful 2014 including the 
uncertainty surrounding the offer from 
abbvie the company and its employees 
maintained focus and the business 
continued to grow and operate with 
great success this has resulted in upper 
quartile performance over the period
  ordinary share price increased by 
607 through 2014 and american 
depositary share price increased 
by 527
  net product sales experienced strong 
growth of 23 to 5830 million 
2013 4757 million
  non gaap ebita
1
 of 2593 million 
exceeded our target of 2341 million 
by 108 demonstrating the progress 
we made against our strategy to grow 
our business efﬁ ciently enabling us to 
deliver value to our stakeholders and 
provide more innovative treatments to 
more patients
  strong non gaap adjusted roic
1
 
returns of 147 versus the target of 
128 driven largely by the strong 
sales growth and efﬁ cient cost base 
of our business
  successful cost management 
ensured that combined non gaap 
rd and sga
1
 costs were 
maintained within our target of 
443 of net product sales
key committee decisions
the committee took the decisions 
regarding remuneration during the 
year in the context of the exceptional 
performance of the company in 2014 
and the committee is satisfi ed that 
there is strong alignment between 
company performance and the 
payments to the executive directors 
the key decisions include
  strong performance has resulted in the 
executive annual incentive plan paying 
out at the maximum opportunity for 
the ceo of 180 of salary
  in view of dr ornskov’s excellent 
leadership and the strong performance 
of the company the committee has 
awarded the ceo a base salary 
increase of 38 effective from 
january 1 2015
  graham hetherington the company’s 
cfo left the company during the 
year full details of the treatment of 
mr hetherington’s remuneration on 
departure are set out in this report and 
i can conﬁ rm that the decisions made 
by the committee were taken within 
the terms of the approved 2014 
remuneration policy mr hetherington 
did not receive a bonus for the 2014 
year and his portfolio share plan 
“psp” awards lapsed except for 
the 2012 award which vested subject 
to performance conditions and time 
proration mr hetherington’s deferred 
bonus shares will continue to vest at 
their normal vesting dates
  during the year the committee 
agreed to increase the chairman’s 
fee to £450000 in recognition of 
her excellent leadership and 
proven capabilities
finally i would like to thank my fellow 
committee members as well as the 
internal and external teams who 
supported us with their commitment 
and hard work over the past year
anne minto
chairman of the remuneration 
committee 76 shire plc annual report 2014
index to the directors’ 
remuneration report
this report has been prepared in compliance with schedule 8 of the 
large and medium sized companies and groups accounts and reports 
regulations 2008 as amended during the course of 2013 the “schedule 
8 regulations” as well as the companies act 2006 and other related 
regulations this report is set out in the following key sections
part 1 – annual statement 74
a our remuneration at a glance 76
part 2 – directors’ remuneration policy 78
a executive director remuneration policy 78
b chairman and nonexecutive director remuneration policy 82
c recruitment remuneration policy 82
d service contracts and termination arrangements 83
e remuneration scenarios 84
f shareholder engagement 85
g remuneration of other employees 85
part 3 – annual report on remuneration 87
a implementation of directors’ remuneration policy in 2015 87
b  2014 single total figure of remuneration for executive 
directors subject to audit 90
c  2014 single total figure of remuneration for the chairman 
and nonexecutive directors subject to audit 93
d  executive directors’ interests under long term incentives 
awarded during 2014 subject to audit 94
e  departure arrangements for graham hetherington 
subject to audit 95
f payments to past directors subject to audit 95
g  directors’ shareholdings and scheme interests 
subject to audit 96
h tsr performance graph 98
i percentage change in ceo remuneration 99
j relative importance of spend on pay 99
k remuneration committee 100
the directors’ remuneration policy part 2 will be subject to a binding 
shareholder vote at the 2015 annual general meeting “agm” to obtain 
approval for a period of three years effective following the agm the 
remainder of this report will be put to an advisory shareholder vote at 
the 2015 agm
directors’ remuneration report
continued
a our remuneration at a glance 
summary of our strategic priorities
the executive director remuneration policy supports shire’s strategic drivers which are set out in detail in the strategy and 
business model section on page 10 and are summarized below
  growth – drive performance from our currently marketed products to optimize revenue growth and cash generation
  innovation – build our future assets through both rd and business development to deliver innovation and value for the future
  efﬁ ciency – operate a lean and agile organization and reinvest for growth
  people – foster a high performance culture where we attract and retain the best talent in all aspects of our business
the committee believes that the executive directors’ remuneration policy appropriately supports shareholder value creation by 
delivering sustainable performance consistent with our strategy and appropriate risk management 
summary of policy and key changes
element summary description maximum opportunity change to policy 
base salary base salaries are set at a level to recognize the 
market value of the role an individual’s skills 
experience and performance as well as their 
contribution to leadership and company strategy
increases are made in line with 
the average of employees’ salary 
increases unless the committee 
determines otherwise
no change in policy
pension and benefits pension and other benefits provided in line with 
market practice
fixed retirement benefits up 
to 30 of annual salary and 
levels of benefits are defined 
by market rates 
no change in policy
executive annual 
incentive plan “eaip”
annual bonus is payable each year subject to 
performance against a scorecard consisting of 
financial and nonfinancial targets weighting of 
75 and 25 respectively 25 of any award 
deferred as shares for a period of three years
annual maximum equal to 180 
of base salary
no change in policy
long term incentive 
plan “ltip”
stock appreciation rights “sars” and 
performance share awards “psas” vest subject 
to the achievement of product sales and non 
gaap ebitda targets at the end of a threeyear 
period a non gaap adjusted return on invested 
capital “roic” underpin is also used to test 
underlying performance
face value of 480 of base 
salary for sar awards and 360 
of base salary for psa awards 
can be granted annually
change in performance measures 
to increase alignment with the 
company’s long term strategy
twoyear holding period for both psa 
and sar awards introduced annual report 2014 shire plc 77
strategic report governance financial statements other information
incentive arrangements – performance outcomes for 2014
eaip – the bonus award for 2014 refl ects exceptional performance against stretching targets for the year
description weighting target
outcome
 of target
financial 75  net products sales 5571m 5830m  1046
  non gaap ebita
1
2341m 2593m  1108
  non gaap adjusted roic
1
128 147  1148
  cost management – achieve combined non gaap rd 
and sga
1
 target 443 of net product sales 418  1060
pipeline  pre
commercial
non financial
15  key performance indicators “kpis” built around the strategic priority of developing our 
future assets which will enable us to deliver innovation and value for the future
overall assessment 
– significantly 
above target
organizational 
effectiveness 
non financial
10  execute against priority actions identified in relation to supporting a highperformance 
culture
  finalize integrated one shire organization structure and hire in accordance
  fda approval for building 400 manufacturing plant
  execute against key financial and non financial success factors in relation to the integration 
of viropharma
overall assessment 
– significantly 
above target
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166 
this has been an exceptional year for shire and as such the committee determined that a bonus payment equal to 
180 of salary would be paid to the ceo following an assessment of the 2014 corporate scorecard as set out above 
and taking into account the impact on the company’s performance of strategic actions together with performance 
relative to overall objectives 
long term incentives – no awards that have previously been granted to the ceo were due to vest for the year ending 
december 31 2014 
2014 single total ﬁ gure of remuneration for executive directors
executive director
base 
salary
retirement
benefits
other
benefits
short term incentives 
long term
incentives 
other
payments
2014
total
2013
total cash shares
f  ornskov 000 1300 390 107 1755 585 – – 4137 3402
g hetherington £000 80 20 21 – – 975 – 1096 4425
graham hetherington left the company on march 1 2014
ceo shareholding guidelines and actual shareholding as at december 31 2014
flemming ornskov
 of salary
shareholding guidelines
actual shareholding
0 100 200 300 400 500 78 shire plc annual report 2014
directors’ remuneration report
continued
part 2 – directors’ remuneration policy 
a executive director remuneration policy 
the purpose of the remuneration policy is to recruit and retain high caliber executives and encourage them to enhance the 
company’s performance responsibly and in line with the company’s strategy and shareholder interests the remuneration 
policy set out in this section is intended to apply for three years from the date of the 2015 agm subject to shareholder 
approval whilst there is currently no intention to revise the policy more frequently than every three years the committee will 
review the policy on an annual basis to ensure it remains strategically aligned and appropriately positioned against the market 
where any change to policy is considered the committee will consult with major shareholders prior to submitting a revised 
policy for shareholder approval
the overall remuneration package for the executive directors is designed to provide an appropriate balance between fi xed and 
variable performancerelated components with a signifi cant element of long term variable pay given the long term nature of 
the business 
in determining the positioning of overall remuneration the committee takes into consideration pay levels against a global 
biotech peer group and a us biopharma peer group these peer groups refl ect the need for shire to be aligned with the 
biotech and biopharma sectors in which the company operates the markets in which the company competes for talent and 
the geographies in which the company operates in addition the ftse 50 excluding fi nancial services is used as a secondary 
reference point given shire’s position as a uk listed company 
the committee is satisfi ed that the composition and structure of the remuneration package is appropriate and does not 
incentivize undue risk taking
purpose and link to strategy operation and performance assessment opportunity
fixed elements – base salary
to recognize the market value of the 
role an individual’s skills experience 
and performance and an individual’s 
leadership and contribution to 
company strategy
base salary is paid in cash and is pensionable 
individual and corporate performance are factors considered 
during the annual base salary review process any increases 
typically take effect on january 1 each year
any significant salary increases such as in cases where executive 
directors are relatively new in role changes in responsibilities or 
significant variance to the market will be appropriately explained
base salary is positioned with reference to 
global biotech and us biopharma peer groups 
a ftse 50 excluding financial services group is 
used as a secondary reference point the exact 
positioning depends on a variety of factors such 
as individual experience and performance total 
remuneration increases across the company 
and shareholder views
where appropriate base salary increases are 
made in line with the average of employees’ 
salary increases unless the committee 
determines otherwise based on the factors 
listed above
the annual base salaries for the executive 
directors are set out in part 3a of this report
fixed elements – retirement and other benefits
to ensure that benefits are 
competitive in the markets in which 
the company operates
executive pension benefits are provided in line with market 
practice in the country in which an executive is based 
the company provides a range of other benefits which may 
include a car allowance long term disability and life cover private 
medical insurance and financial and tax advisory support these 
benefits are not pensionable other benefits may be offered if 
considered appropriate by the committee 
the company may also meet certain mobility costs such as 
relocation support expatriate allowances temporary living and 
transportation expenses in line with the prevailing mobility policy 
and practice for senior executives
executive directors are eligible to participate in the all employee 
share plans operated by the company such as the global 
employee stock purchase plan “espp” 
executive directors can receive a fixed 
contribution of up to 30 of annual salary by 
way of a retirement benefit provision
the cost to the company of providing other 
benefits may vary depending on such things 
as market practice and the cost of insuring 
certain benefits  annual report 2014 shire plc 79
purpose and link to strategy operation and performance assessment opportunity
short term incentives – executive annual incentive plan “eaip” 
to reward individuals with an award 
based on achievement of predefined 
committee approved corporate 
objectives the corporate scorecard 
and the individual’s contributions 
toward achieving those objectives 
key performance measures are set 
by the committee in the context of 
annual performance and ensuring 
progress towards the company’s 
strategy – to grow value for all our 
stakeholders – focusing and excelling 
in everything we do to meet the 
current and future needs of patients
in determining eaip awards for the executive directors the 
committee considers performance against each of the key 
performance measures within the corporate scorecard taking 
into account the impact of strategic actions on the company’s 
performance the company’s response to external opportunities 
and events that could not have been predicted at the beginning 
of the year and performance against personal objectives in 
addition the committee may amend the performance measures 
or targets in exceptional circumstances where it considers that 
they are no longer appropriate
the cash element 75 of any award is paid in the first quarter of 
the year following the performance year and the deferred shares 
element 25 of any award is deferred and normally released 
after a period of three years the release of deferred shares 
includes dividend shares representing accumulated dividends
malus and clawback arrangements are in place these are 
compliant with the uk corporate governance code 2012 the 
“code” and in line with best practice in this area
up to 90 of base salary is payable for target 
performance for executive directors and up to 
180 is payable for maximum performance 
although actual payouts can range from 0 
threshold performance upwards
each year the committee determines the 
measures and weightings for the corporate 
scorecard within the following parameters 
  at least 75 of the corporate scorecard will 
be based on financial performance and
  non financial corporate scorecard measures 
will be based on other strategic priorities for 
the relevant financial year for 2015 this will 
be aligned with our four key strategic drivers
 – growth
 – innovation
 – efficiency and
 – people
the precise allocation between financial and non 
financial measures as well as the weightings 
within these measures will depend on the 
strategic focus of the company in any given year 
long term incentives – long term incentive plan “ltip”
to incentivize individuals to achieve 
sustained growth through superior 
long term performance and to create 
alignment with shareholders
the ltip measures product 
sales and non gaap ebitda 
were selected by the committee 
as it believes that they represent 
meaningful and relevant 
measurements of performance 
and are an important measure of 
the company’s ability to meet the 
strategic objective to grow value for all 
our stakeholders
the committee reviews annually 
whether the performance measures 
and calibration of targets remain 
appropriate and sufficiently 
challenging taking into account the 
company’s strategic objectives and 
shareholder interests
ltip grants for the executive directors comprise two types of 
award
  sar awards a stock appreciation right “sar” is the right 
to receive ordinary shares or adss linked to the increase in 
value of ordinary shares or adss from grant to exercise
  psa awards a performance share award “psa” is the right 
to receive a specified number of ordinary shares or adss
sar and psa awards granted to executive directors vest 
three years from the date of grant subject to the satisfaction of 
performance measures and are governed by the ltip rules sar 
awards can be exercised up to the seventh anniversary of the 
date of grant 
vesting of awards requires the achievement of two independent 
measures 
  product sales
1
 targets 50 weighting and 
  non gaap ebitda
2
 targets 50 weighting 
the committee will also use a non gaap adjusted
3
 roic 
underpin at the end of the threeyear performance period to 
assess the underlying performance of the company before 
determining final vesting levels 
the award may include dividend shares representing 
accumulated dividends on the portion of the award that vests
the committee reserves the right to make adjustments to the 
measures to reflect significant one off items that occur during the 
vesting period significant adjusting events “saes” potential 
saes are reviewed by the committee against preexisting 
guidelines
4
 the committee will make full and clear disclosure 
of any such adjustments in the directors’ remuneration report 
“drr” at the end of the performance period 
a twoyear holding period will apply following the threeyear vesting 
period for both psas and sars shares may be sold in order to 
satisfy tax or other relevant liabilities as a result of the award vesting
malus and clawback arrangements are in place these are 
compliant with the code and in line with best practice in this area
executive directors are encouraged to own shares in the company 
equivalent to 200 for the ceo and 150 for the cfo of base 
salary within a fiveyear period following their appointment all 
shares beneficially owned by an executive or deferred under the 
eaip count towards achieving these guidelines
maximum annual awards for executive directors 
in face value terms are 840 of salary for grants 
under the ltip  consisting of
  480 of base salary for sar awards and 
  360 of base salary for psa awards
award levels are set to reflect an individual’s 
role responsibilities and experience
threshold vesting is equal to 20 of any award 
made with maximum vesting being equal to 
100 of any award made
strategic report governance financial statements other information 80 shire plc annual report 2014
directors’ remuneration report
continued
1
 product sales is deﬁ ned as product sales from continuing operations
2
 non gaap ebitda growth is deﬁ ned as the cagr of non gaap ebitda as derived from the group’s non gaap ﬁ nancial results included in its full year earnings 
releases over the threeyear vesting period 
3
 non gaap adjusted roic reﬂ ects the deﬁ nition used by the company in its corporate scorecard this deﬁ nition aims to measure true underlying economic 
performance of the company by making a number of adjustments to roic as derived from the company’s non gaap ﬁ nancial results including
  adding back to non gaap operating income all rd expenses and operating lease costs incurred in the period
  capitalizing on the group’s balance sheet historical cumulative rd in process rd and intangible asset impairment charges and operating lease costs which 
previously have been expensed
  deducting from non gaap operating income and amortization charge for the above capitalized costs based on the estimated commercial lives of the relevant 
products
  excluding the income statement and balance sheet impact of nonoperating assets such as surplus cash and nonstrategic investments and
  taxing the resulting adjusted operating income at the underlying non gaap effective tax rate
4
 the signiﬁ cant adjusting events preexisting guidelines consist of the following
  the event results from a strategic action that has a short term impact on non gaap adjusted roic or non gaap ebitda growth but is in the long term interest 
of shareholders or the event was external and results in a signiﬁ cant change to the company’s operating environment
  the event is a one off as opposed to recurring in nature
  the event is “signiﬁ cant” which is deﬁ ned by reference to its impact on non gaap ebitda relative to a materiality threshold and
  the event was not taken into account when the performance matrix was set
legacy matters in relation to executive director remuneration
the committee will honour remuneration and related commitments to current and former directors including the exercise of any discretions available to the 
committee in relation to such commitments where the terms were agreed prior to the approval and implementation of the remuneration policy detailed in 
this report
notes to the remuneration policy table
elements of previous policy that continue to apply
the following existing arrangements will continue to operate on the terms and conditions set out in the relevant portfolio share 
plan “psp” rules
purpose and link to strategy operation and performance assessment opportunity
long term incentives – portfolio share plan “psp”
previous awards granted to 
incentivize individuals to achieve 
sustained growth through superior 
long term performance and create 
alignment with shareholders’ interests
outstanding and unvested awards for the ceo comprise sar and 
psa awards vesting of psp awards will be subject to the achievement 
of non gaap ebitda and non gaap adjusted roic
 
targets within a 
performance matrix 
the committee reserves the right to make adjustments to the measures 
to reflect significant oneoff items which occurred during the vesting period 
saes potential saes are reviewed by the committee against preexisting 
guidelines the committee will make full and clear disclosure of any such 
adjustments in the relevant drr at the end of the performance period
in addition awards will only vest if the committee determines that the 
underlying financial performance of the company is sufficient to justify 
the vesting of the awards 
malus and clawback arrangements are in place for past awards to 
cover situations where results are materially misstated or in the event 
of serious misconduct
where an individual’s employment terminates the psp rules provide for 
unvested long term incentive awards to lapse except as set out below
under psp rules where an individual is determined to be a “good” leaver 
unvested long term incentive awards vest upon termination subject to 
performance against applicable performance conditions and unless the 
committee determines otherwise pro rating for time any committee 
determination will take into account a number of considerations in 
particular performance and other circumstances relating to their termination 
of employment
  good leaver reasons include retirement in accordance with the company’s 
retirement policy ill health injury or disability and redundancy or in other 
circumstances that the committee determines
  pro rating for time will be calculated on the basis of the number of 
complete weeks in the relevant period during which the executive was 
employed or would have been employed had the executive remained in 
employment throughout the notice period as a proportion of the number 
of complete weeks in the relevant period
the psp rules provide that unvested awards will normally only vest on a 
change in control to the extent that any performance condition has been 
satisfied unless the committee determines otherwise and would be reduced 
where less than two years have elapsed from the relevant grant date
outstanding awards granted to the 
ceo that were granted in 2013 
and 2014 are set out in part 3g 
of this report 
threshold vesting under the 
performance matrix is equal to 25 
of any award made with maximum 
vesting being equal to 100 annual report 2014 shire plc 81
changes to remuneration policy from previous policy
following a strategic remuneration review during the year the executive director remuneration policy has been revised the 
following summary sets out the changes when compared to last year’s approved policy no changes have been made to the 
base salary retirement and other benefi ts or eaip policies 
policy element previous policy changes to policy rationale for change
overall 
remuneration 
policy
a “midatlantic” peer group was used as 
the primary benchmarking reference point 
which comprised a blend of us and uk 
companies taking into account scale and 
international complexity 
the committee will reference pay levels within a 
global biotech peer group and a us biopharma 
peer group in addition the ftse 50 excluding 
financial services will be used as a secondary 
reference point 
change reflects sectors and 
geographies in which the 
company operates and the 
markets in which the company 
competes for talent
long term 
incentives
target levels of award in face value 
terms of 
  400 base salary for sar awards and 
  300 base salary for psa awards 
the committee had the discretion to 
award between 80 and 120 of these 
levels based on performance
maximum opportunity for awards under the ltip set 
at a face value of 840 of salary
  480 base salary for sar awards and 
  360 base salary for psa awards
revised quantum is within 
current policy maximum agreed 
by shareholders however 
fixing awards for the ceo at a 
face value of 840 per annum 
recognizes the competitive gap in 
remuneration that exists relative 
to the global biotech and us 
biopharma and markets
vesting of awards subject to the 
achievement of non gaap ebitda and 
non gaap adjusted roic targets within 
a performance matrix
in addition awards will only vest if the 
committee determines that the underlying 
financial performance of the company 
is sufficient to justify the vesting of 
the awards 
threshold vesting under the performance 
matrix is equal to 25 of any award 
made with maximum vesting being 
equal to 100
awards will be tested against two independent 
measures after a threeyear performance period 
  product sales targets 50 weighting and 
  non gaap ebitda targets 50 weighting 
vesting of awards will be subject to a non 
gaap adjusted roic underpin at the end of the 
performance period to ensure vesting levels reflect 
the sustainability of revenue and profit
at threshold performance 20 of any award 
made will vest with maximum vesting being 
equal to 100 
product sales non gaap 
ebitda and non gaap adjusted 
roic are directly aligned to the 
business strategy and removal 
of the matrix simplifies the plan 
to enhance transparency for all 
stakeholders 
retaining non gaap adjusted 
roic as a minimum for any 
vesting ensures a focus on 
quality of earnings balance 
sheet health and enhancement 
of shareholder value
no holding period post vesting twoyear holding period after threeyear vesting 
period introduced for both psa and sar awards 
granted to executive directors from 2015 onwards
this supports alignment of the 
executive directors’ interests with 
that of the long term business 
strategy and shareholders
malus and 
clawback
malus and clawback arrangements for 
short and long term incentive structures 
in place to cover situations where results 
are materially misstated or in the event of 
serious misconduct
arrangements for the short and long term incentive 
structures revised in line with the code requirements
the committee believes it 
is appropriate to have the 
power to withhold payments 
in certain circumstances
strategic report governance financial statements other information 82 shire plc annual report 2014
directors’ remuneration report
continued
b chairman and nonexecutive director 
purpose and link to strategy operation opportunity
overall remuneration
to attract and retain high 
caliber individuals by offering 
market competitive fee levels
the chairman is paid a single fee for all of hisher responsibilities 
the nonexecutive directors are paid a basic fee the members and 
chairmen of the main board committees and the senior independent 
director are paid a committee fee to reflect their extra responsibilities 
the chairman and nonexecutive directors receive 25 of their total 
fees in the form of shares 
additional fees may be paid to nonexecutive directors excluding the 
chairman on a per meeting basis for any nonscheduled board or 
committee meetings required in exceptional or unforeseen circumstances 
up to the relevant fee cap as set out in the company’s articles
the company reimburses reasonably incurred expenses and non
executive directors are also paid an additional fee in respect of each 
transatlantic trip made for board meetings
the fees paid to the chairman and the nonexecutive directors 
are not performance related the nonexecutive directors do not 
participate in any of the group share plans pension plans or other 
employee benefit schemes
fees are determined by the executive 
directors and the chairman with the 
exception of the chairman’s fee which is 
determined by the committee 
to reflect the governance environment in 
which shire operates fees are benchmarked 
against a uk ftse 50 excluding financial 
services group as a secondary reference 
point fee levels in the global biotech peer 
group and us biopharma peer group the 
groups used for the executive directors are 
taken into account
in addition the fee levels also take into 
account the anticipated time commitment for 
the role and experience of the incumbent
the chairman’s and nonexecutive directors’ 
fees are reviewed on an annual basis 
where appropriate increases are made with 
reference to the factors listed above and 
average employee salary increases since the 
last increase was applied
c recruitment remuneration policy
the following table sets out the various components which would be considered for inclusion in the remuneration package for 
the appointment of an executive director and the approach to be adopted by the committee in respect of each component 
area policy and operation
overall  the committee’s approach when considering the overall remuneration arrangements in the recruitment of a member of 
the board from an external party is to take account of the executive director’s remuneration package in their prior role 
the market positioning of the remuneration package and to not pay more than necessary to facilitate the recruitment of 
the individual in question 
fixed elements 
base salary retirement 
and other benefits
  the salary level will be set with reference to the company’s global biotech and us biopharma peer groups with a 
ftse 50 excluding financial services group used as a secondary reference to ensure the positioning is appropriate
  the executive director shall be eligible to participate in shire’s employee benefit plans including coverage under all 
executive and employee pension and benefit programs in accordance with the terms and conditions of such plans as 
may be amended by the company in its sole discretion from time to time
  the company may meet certain mobility costs including but not limited to relocation support expatriate allowances 
temporary living and transportation expenses in line with the prevailing mobility policy and practice for senior executives 
short term incentives  the appointed executive director will be eligible to earn a discretionary annual incentive award in accordance with the 
rules and terms of shire’s executive annual incentive plan
  the level of opportunity will be consistent with that stated in part 2a of this report
long term incentives   the executive director will be eligible for performance based equity awards in accordance with the rules and terms of 
shire’s long term incentive plan 
  the quantum will be consistent with that stated in part 2a of this report
replacement awards  the committee will consider what replacement awards if any are reasonably necessary to facilitate the recruitment of a 
new executive director in all circumstances this includes an assessment of the awards and any other compensation or 
benefits item that would be forfeited on leaving their current employer
  the committee will seek to structure any replacement awards such that overall they are not significantly more generous 
in terms of quantum or vesting period than the awards due to be forfeited
  in determining quantum and structure of these commitments the committee will seek to provide broadly equivalent value 
and replicate as far as practicable the timing and performance requirements of remuneration foregone 
  the committee will seek to ensure that a meaningful proportion of the replacement awards which are not attributable 
to long term incentives foregone will be delivered in shire deferred shares released at a later date and subject to 
continued employment
  if the executive director’s prior employer pays any portion of the remuneration that was deemed foregone the 
replacement payments shall be reduced by an equivalent amount
  replacement share awards if used will be granted using the company’s existing long term incentive plan to the extent 
possible although awards may also be granted outside of this plan if necessary and as permitted under the listing rules
  in the case of an internal hire any outstanding awards made in relation to the previous role will be allowed to pay out 
according to their original terms if promotion is part way through the year an additional top up award may be made to 
bring the executive director’s opportunity to a level that is appropriate in the circumstances annual report 2014 shire plc 83
d service contracts and termination arrangements 
executive directors
the committee’s policy on service contracts and termination arrangements for executive directors is set out below as an 
overriding principle it is the committee’s policy that there should be no element of reward for failure the committee’s approach 
when considering payments in the event of termination is to take account of the individual circumstances including the reason 
for termination performance contractual obligations of both parties as well as share plan and pension scheme rules 
notice period  the committee’s policy is that executive directors’ service contracts should provide for a notice period of 12 months 
from the company and the executive director
  the committee believes this policy provides an appropriate balance between the need to retain the services of key individuals 
for the benefit of the business and the need to limit the potential liabilities of the company in the event of termination
  flemming ornskov’s contract does not have a fixed term but provides for a notice period of 12 months in line with this 
policy his contract is dated october 24 2012
contractual payments  executive directors’ contracts allow for termination with contractual notice from the company or termination by way of 
payment in lieu of notice at the company’s discretion neither notice nor a payment in lieu of notice will be given in the 
event of gross misconduct
  payments in lieu of notice could potentially include up to 12 months’ base salary and the cash equivalent of 12 months’ 
pension contributions car allowance and other contractual benefits there is no contractual entitlement to annual 
incentive payments in respect of the notice period – any award is at the committee’s absolute discretion performance 
related and capped at the contractual target level
  payment in lieu of notice would be made where circumstances dictate that the executive directors’ services are not 
required for the full 12 months of their notice period contracts also allow for phased payments on termination which 
allow for further reduction in payments if the individual finds alternative employment outside of the company during the 
notice period
retirement benefits  normal treatment to apply as governed by the rules of the relevant pension plan no enhancement for leavers will 
be made
short term incentives  where an executive director’s employment is terminated after the end of a performance year but before the payment is 
made the executive will remain eligible for an annual incentive award for that performance year subject to an assessment 
based on performance achieved over the period where an award is made the payment may be delivered fully in cash 
no award will be made in the event of gross misconduct
  where an executive director’s employment is terminated during a performance year a pro rata annual incentive award for 
the period worked in that performance year may be payable subject to an assessment based on performance achieved 
over the period
  the committee’s policy is not to award an annual incentive for any portion of the notice period not served
  the relevant plan rules provide that any outstanding deferred shares will vest in accordance with the regular vesting 
period except for where an executive director’s employment is terminated for cause in which case they will lapse
  in the event of a variation in the equity share capital of the company demerger a special dividend or distribution or any 
corporate event which might affect the value of an award the committee may make adjustments to the number or class 
of stock or securities subject to the award
long term incentives  the treatment of unvested long term incentive awards is governed by the rules of the relevant incentive plan as approved 
by shareholders
  where an individual’s employment terminates the ltip rules provide for unvested long term incentive awards to lapse 
except as set out below
  under the ltip rules where an individual is determined to be a “good” leaver unvested long term incentive awards 
will vest at the normal vesting date subject to performance against applicable performance conditions and unless the 
committee determines otherwise pro rating for time any committee determination will take into account a number of 
considerations in particular performance and other circumstances relating to their termination of employment
 – good leaver reasons include retirement in accordance with the company’s retirement policy ill health injury or 
disability and redundancy or in other circumstances that the committee determines
 – pro rating for time will be calculated on the basis of the number of complete weeks in the relevant period during which 
the executive was employed as a proportion of the number of complete weeks in the relevant period where an 
executive does not work during their notice period the committee may apply pro rating by reference to the date the 
notice period would have expired
  where an executive director’s employment is terminated or an executive director is under notice of termination for any 
reason at the date of award of any long term incentive awards no long term incentive awards will be made
  in the event of a variation in the equity share capital of the company demerger a special dividend or distribution or any 
corporate event which might affect the value of an award the committee may make adjustments to the number or class 
of stocks or securities subject to the award and in the case of an option the option price
change in control  in relation to unvested deferred annual bonus awards the deferred bonus plan rules provide that unvested awards will 
normally vest on a change in control
  in relation to unvested long term incentive awards the ltip rules provide that unvested awards will normally only vest on 
a change in control to the extent that any performance condition has been satisfied and would be reduced where more 
than a year remains until the relevant vesting date unless the committee determines otherwise 
  the committee’s policy is that contracts of employment should not provide additional compensation on severance as 
a result of change in control
strategic report governance financial statements other information 84 shire plc annual report 2014
directors’ remuneration report
continued
external appointments
executive directors are permitted to hold one feepaying external nonexecutive directorship subject to prior approval by the 
board any fees received from such appointments are retained by the executive director during 2014 there were no external 
nonexecutive directorships held by the executive directors
chairman and nonexecutive directors
nonexecutive directors have letters of appointment and are appointed by the board ordinarily for a term of two years 
their initial appointment and any subsequent reappointment are subject to election and thereafter annual reelection by 
shareholders nonexecutive directors are not entitled to compensation for loss of offi ce
all nonexecutive directors are subject to a threemonth notice period 
all service contracts and letters of appointments are available for viewing at the company’s registered offi ce 
e remuneration scenarios
the composition and value of the ceo’s remuneration package in three performance scenarios is set out in the charts below 
these show that the proportion of the package delivered through long term incentives supports the long term nature of the 
business and changes signifi cantly across the performance scenarios the level of remuneration is in accordance with the 
executive director remuneration policy set out in part 2a of this report
ceo flemming ornskov
value of package ’000
 fixed elements – base salary retirement and other beneﬁ ts
 short term incentives – executive annual incentive plan
 long term incentives – long term incentive plan
ontarget performance
fixed only
maximum performance
0 2000 4000 6000 8000 10000 12000
100
30
17
20 50
24 59
1803
6064
10324
the scenarios are defi ned as follows
fixed only on target performance maximum performance
fixed elements fixed elements do not vary with performance and comprise
  2015 annualized base salary 
  benefits included in the summary of 2014 remuneration table in part 3b of this report excluding any oneoff 
items and
  retirement benefits is the cash value of the total company contributions to the company plans 
this represents 30 of base salary for the ceo
these definitions are consistent with the schedule 8 regulations
short term incentives – 
eaip  of maximum opportunity 0 50 100
long term incentives – 
ltip  of maximum vesting
1
0 50 vesting
2
100 vesting
1
  in accordance with the schedule 8 regulations no allowance has been made for share price appreciation sar awards are valued with the same blackscholes 
model that is used to determine the sharebased compensation cost included in the company’s consolidated statements of income any dividend shares 
receivable have been ignored
2
  a level of 50 vesting for “on target” performance has been assumed
the executive directors’ remuneration package promotes the achievement of superior long term performance and aligns the 
interests of the executive directors with those of shareholders annual report 2014 shire plc 85
f shareholder engagement
the committee takes the views of shareholders very seriously and is committed to ongoing dialog with the company’s 
shareholder base which has a signifi cant transatlantic element this can take a variety of forms including meetings with major 
shareholders to consider signifi cant potential changes to policy or specifi c issues of interest to particular shareholder groups 
other dialog to update shareholders and receive their feedback on planned refi nements to arrangements and annual voting 
on the drr 
in light of abbvie terminating its offer for shire in october 2014 the committee carried out a shareholder consultation exercise 
in late 2014early 2015 which included writing to and meeting with many of the company’s largest shareholders and key 
shareholder advisory bodies the committee took the opportunity to discuss proposed changes to the remuneration policy 
for 2015 in particular to the company’s peer group policy and long term incentive policy these discussions have informed 
the disclosures in this report as well as the decisions made by the committee in determining the remuneration for the 
executive directors
g remuneration of other employees
the committee recognizes that remuneration has an important role to play in supporting the implementation and achievement 
of the company’s strategy and ongoing performance when making remuneration decisions in respect of the executive 
directors the committee is sensitive to pay and employment conditions across the company in particular in relation to base 
salary decisions where the committee considers the broader employee salary increase budget the committee approves the 
overall annual bonus funding for the company each year and has oversight over the grant of all ltip awards across the 
company in addition annual performance for the executive directors is measured against the backdrop of the same 
corporate scorecard that is appropriately used to assess performance across the organization this assessment of corporate 
scorecard performance includes a review of non gaap ebita non gaap adjusted roic and cost management performance 
adjusted to exclude the impact of the annual bonus corporate modifi er on the full year results
given shire’s diverse employee base employing approximately 5000 people in 34 locations the committee does not consider 
it appropriate to consult with employees over the remuneration policy for executive directors however many of the 
company’s employees are shareholders through the company’s all employee share plans and are therefore able to express 
their views on director remuneration at each general meeting the company also periodically carries out an employee 
engagement survey which provides employees the opportunity to feedback their views on a variety of employment related 
matters including remuneration 
the diagram set out on the following page illustrates how our remuneration policy and arrangements reinforce the achievement 
of shire’s success and ensures that executives and employees are focused on delivering the same core objectives
strategic report governance financial statements other information 86 shire plc annual report 2014
directors’ remuneration report
continued
overall remuneration 
the structure and quantum of individual remuneration packages varies by geography role and level of responsibility 
in general the proportion of variable remuneration in the total remuneration package increases with level of responsibility within the company
these act as a framework for remuneration 
decisions across the company
clear and 
understandable 
• remuneration 
should be clear and 
understandable so that 
it can have real impact
• employees should 
understand the rationale 
for each element of 
remuneration and 
where relevant the link 
between performance 
and their reward
strategically and 
culturally aligned 
• remuneration should 
reflect and align with our 
business strategy and 
organizational culture
• equity ownership can 
drive the right long term 
behaviours and 
alignment in particular 
for leaders
performance oriented
 
• the way remuneration 
is structured and 
communicated 
can promote a 
performance culture
• employees should be 
rewarded based on 
their contribution to 
value creation
competitive 
• remuneration must be 
market competitive in 
order to attract and retain 
talent as well as to avoid 
overpaying
relevant to employees
• each element of the 
package should be 
valued by employees 
and as far as 
practicable meet 
their differing needs 
and preferences
• the ability to impact 
company value 
should influence the 
remuneration mix for 
employees
2 1 3 4 5
fixed elements
base salary and benefits 
 employees’ base salaries are 
benchmarked against the relevant market 
taking into account the companies with 
whom we compete for talent geography 
and where relevant company size
 for example market data for the most 
senior leadership roles in particular the 
executive committee reflects both the 
geographies in which we operate with 
over twothirds of employees as well as 
the majority of senior management based 
in the us and companies of a comparable 
size in the pharmaceutical and 
biotechnology sectors 
 base salary increases across the 
company are determined in light of similar 
factors as described for the executive 
directors
 retirement and other benefit 
arrangements are provided to employees 
with appropriate consideration of market 
practice and geographical differences
short term incentives 
 for executive directors’ short term 
incentives assessment is made against a 
corporate scorecard of key performance 
measures built around shire’s key 
financial goals and other strategic 
priorities for the relevant year
 this same scorecard is appropriately 
used by each business and corporate 
function to ensure alignment with 
corporate goals and also funds short 
term incentives across the company
 scorecard targets are further used as a 
basis for determination of each 
employee’s performance objectives with 
annual incentive awards payable in cash 
strongly differentiated based on individual 
performance through linkages with the 
performance management system
long term incentives 
 discretionary long term equity awards are 
made on an annual basis dependent on 
an employee’s level of responsibility within 
the company and individual performance
 for executive directors executive 
committee members and executive vice 
presidents all awards vest at the end of a 
threeyear period 
 for the rest of the employee population 
phased vesting of awards occurs over a 
period of three years with the majority 
vesting at the end of the three year period
the shire remuneration policy annual report 2014 shire plc 87
part 3 – annual report on remuneration
a implementation of directors’ remuneration policy in 2015
in 2015 the executive director and nonexecutive director remuneration policies will be implemented as follows
executive director remuneration policy
fixed elements – base salary
following the year end review the committee made the decision to award dr ornskov a base salary increase of 38 to give 
him an annual base salary of 1350000 effective january 1 2015 which is in line with the disclosed policy in part 2a of this 
report this decision refl ected strong corporate performance excellent leadership and the wider average employee salary 
increases of 374 across shire
2014 salary 2015 salary  change
flemming ornskov 1300000 1350000 38
fixed elements – retirement and other benefits
the implementation of policy in relation to pension and benefi ts is unchanged and in line with the disclosed policy in part 2a 
of this report
short term incentives – eaip
there is no change to the level of eaip award opportunity for executive directors
the 2015 eaip will continue to use a scorecard approach and will be comprised of 75 fi nancial and 25 non fi nancial 
performance measures this weighting recognizes the critical importance of fi nancial results to our shareholders bonus 
affordability and the important role that non fi nancial performance plays in the success and growth of the company these 
measures are aligned with and support our four key strategic drivers for 2015 of growth innovation effi ciency and people 
the targets themselves are considered to be commercially sensitive on the grounds that disclosure could damage the 
company’s commercial interests however retrospective disclosure of the targets and performance against them will be 
provided in next year’s drr to the extent that they do not remain commercially sensitive at that time financial and non 
fi nancial targets are set at the start of the performance year and are approved by the committee which believes the targets 
are suitably stretching relevant and measurable the 2015 corporate scorecard is set out below
strategic drivers weighting financial kpis weighting
financial 75 net product sales 25
non gaap ebita 30
non gaap adjusted roic 20
strategic drivers weighting non financial kpis
pipeline and precommercial 15 growth
  optimize inline assets via commercial excellence 
  progress pipeline and acquire core  adjacent assets 
innovation
  expand our rare diseases expertise and offerings
  extend portfolio to new indications and therapeutic areas
organizational effectiveness 10 efficiency
  operate a lean and agile organization 
  concentrate operations in lexington and zug
people
  foster and reward a high performance culture 
  attract develop and retain the best talent
strategic report governance financial statements other information 88 shire plc annual report 2014
long term incentives – ltip
following the year end review the committee made the following 2015 ltip award decisions which are in line with the disclosed 
policy in part 2a of this report these will be made following shareholder approval of the revised policy at the 2015 agm
2015 ltip award award type
face value of
threshold
vesting  of
2015 salary
face value of
maximum 
vesting  of
2015 salary
face value of
maximum
vesting 000’s
flemming ornskov
sar 96 480 6480
psa 72 360 4860
20 of the award will be payable for threshold performance there is no vesting below this performance level 100 of the 
award will be payable for maximum performance which would result in the total award vesting with straight line vesting within 
this performance range in all cases awards will only vest if the committee determines that the underlying performance of the 
company is suffi cient to justify the vesting of the award
for the 2015 grant and subsequent policy years the committee has determined that ltip awards will be tested against two 
independent measures at the end of a threeyear performance period 50 product sales targets and 50 non gaap 
ebitda targets the committee will also use a non gaap adjusted roic underpin at the end of the performance period to 
ensure vesting levels refl ect the sustainability of revenue and profi t growth
the 2015 ltip targets for product sales and non gaap ebitda are based off the 10 x 20 plan as approved by the board in 
june 2014 and are considered appropriately stretching by the committee the weightings threshold and maximum target 
fi gures are provided in the table below
performance measures weighting
threshold 
20 of 
award vesting
maximum
 100 of 
award vesting
product sales 50 6800m 7 500m
non gaap ebitda
1
50 3300m 3675m
1
  this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166
product sales targets are expressed as absolute dollar values in line with the 10 x 20 plan communicated to shareholders 
in june 2014 non gaap ebitda targets have also been expressed as absolute dollar values for consistency between 
the measures
the committee has determined that the calibration of these proposed targets is suffi ciently challenging without incentivizing 
inappropriate risktaking by management taking into account both shire’s long range plans as well as brokers’ forecasts
the non gaap adjusted roic underpin will be set at a minimum of 11 for the 2015 ltip award if non gaap adjusted 
roic over the performance period is below this level no vesting will occur under the ltip  subject to remuneration committee 
discretion this will ensure awards only pay out for a return in excess of shire’s weighted average cost of capital and maintain 
focus on quality of earnings and sustainable returns both in the existing core business and from any future ma activity
a twoyear holding period will apply following the threeyear vesting period for both psas and sars
clawback and malus arrangements are in place for awards to cover situations where results are materially misstated or in the 
event of serious misconduct
directors’ remuneration report
continued annual report 2014 shire plc 89
chairman and nonexecutive director remuneration policy
details of fee levels for 2015 compared to 2014 are set out below 
in recognition of her excellent leadership and proven capabilities in her capacity as chairman it was agreed to increase 
susan kilsby’s chairman fee to £450000 effective september 1 2014 the committee considers this increase to be 
appropriate in view of chairman fee levels at comparator companies as set out in the remuneration policy
basic fees 2015 2014
chairman inclusive of all committees £450000 £450000
1
deputy chairman and senior independent nonexecutive director inclusive of nonexecutive director fee £98000 £98000
nonexecutive director £93000 £93000
1
  effective september 1 2014
the chairman and nonexecutive directors will continue to receive 25 of their total fees in the form of shares
in addition to the basic fee a committee fee will be paid to the members and chairman of the audit compliance  risk 
remuneration science  technology and nomination committees following a review of independently sourced data it was 
deemed appropriate to increase the chairman and committee membership fees for all committees in accordance with the 
levels set out below effective january 1 2015
chairman member
committee fees effective january 1 2015 2015 2014 2015 2014
audit compliance  risk £25000 £20000 £12500 £10000
remuneration £25000 £18000 £12500 £9000
science  technology £20000 £15000 £10000 £7 500
nomination £17500 £12500 £8750 £5750
it was agreed that effective january 1 2015 nonexecutive directors excluding the chairman will receive the following 
additional fees for attending extra meetings
  board meeting – additional £2000 per meeting
  committee meeting – additional £1000 per meeting
nonexecutive directors will also continue to receive an additional fee of £5000 for each transatlantic trip made for 
board meetings
strategic report governance financial statements other information 90 shire plc annual report 2014
b 2014 single total ﬁ gure of remuneration for executive directors
subject to audit
the summary table of 2014 remuneration for the executive directors comprises a number of key components which are set 
out in further detail in the relevant sections that follow
in both 2013 and 2014 the totals were signifi cantly impacted by share price growth between the psp grant and vesting dates 
this alignment with shareholders and the signifi cant role that long term variable remuneration plays in the overall remuneration 
package is consistent with our remuneration policy and the long term nature of our business
fixed elements variable elements
other
payments total
base 
salary
retirement
benefits
other
benefits
total
fixed pay
short term 
incentives – eaip
long
term 
incentives 
– psp
total
variable 
pay
cash
element
deferred
share
element
 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000 ’000
flemming ornskov 2014 1300 390 107 1797 1755 585 – 2340 – 4137
2013 1071 207 7 4 1352 1200 400 – 1600 450 3402
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
graham hetherington
1
 2014 80 20 21 121 – – 975 975 – 1096
2013 480 120 28 628 319 106 33722 3797 – 4425
dr ornskov’s remuneration which is paid through the us payroll is reported in us dollars
average exchange rate for the year to december 31 2014 was 1654£100
1
 graham hetherington left the company on march 1 2014 details of graham hetherington’s departure arrangements are set out in part 3e of this report
2
 actual vesting value of £3371557 is calculated using the closing share price at the date of vesting of £3320 february 28 2014 estimated vesting value as 
disclosed in the company’s 2013 drr of £2475272 was calculated using the average share price over the last quarter of 2013 in line with the methodology 
prescribed in the schedule 8 regulations
base salary
corresponds to the amounts received during the year
  dr ornskov’s 2014 base salary was 1300000 effective january 1 2014 his 2013 base salary comprises his ceo designate 
salary of 900000 received from january 2 2013 to april 29 2013 and his ceo salary of 1200000 received upon 
appointment to ceo from april 30 2013 
  mr hetherington’s base salary reﬂ ects his annual salary of £480000 for both 2013 and 2014
retirement benefits
represents the cash value of the total company contributions towards retirement benefi t provision
  dr ornskov received a contribution at a rate of 30 of his base salary through a combination of contributions to the company’s 
401k plan and credits to his serp account in accordance with the terms of the serp  he received credits on the basis of his 
ceo designate base salary for the three calendar quarters in 2013 for which he was eligible
  mr hetherington received a contribution of 25 of base salary by way of a cash allowance 
other benefits
corresponds to the taxable value of all other benefi ts paid in respect of the year the 2014 fi gures for executive directors 
principally include car allowance fi nancial and tax advisory support long term disability and life and private medical insurance
  dr ornskov’s 2014 ﬁ gure includes 58642 in relation to temporary living expenses and associated tax assistance his 2013 
ﬁ gure also includes 28519 principally in relation to immigration support and temporary living expenses in accordance with the 
company’s mobility policy and the recruitment arrangements disclosed in the 2012 drr 
  mr hetherington’s 2014 ﬁ gure represents the continuation of medical insurance at the same level under the company’s private 
medical scheme from his departure on march 1 2014 until december 31 2014 the 2014 ﬁ gure also includes reasonable legal 
costs incurred in connection with his departure arrangements the 2013 ﬁ gure includes a reimbursement reﬂ ecting a lower level 
of company paid private medical insurance in prior years than provided for in his contract
directors’ remuneration report
continued annual report 2014 shire plc 91
short term incentives
corresponds to the annual incentive award earned under the eaip in respect of 2014 performance and comprises a cash 
element 75 and a deferred share element 25
2014 corporate scorecard for executive directors
in determining eaip awards for the ceo the committee considers performance against each of the key performance 
measures within the corporate scorecard as set out below taking into account the impact on the company’s performance of 
strategic actions together with performance against personal objectives for 2014 the committee approved the award set out 
in the following table
strategic
priorities weighting targets
performance outcome
 of target
2014 eaip award decisions
award
 of
maximum
opportunity
financial 75  net products sales – 5571m
  non gaap ebita
1
 – 2341m
  non gaap roic
1
 – 128
  cost management – achieve combined 
non gaap rd and sga
1
 target of 
443 of net product sales
  5830m  1046
  2593m  1108
  147  1148
  418  1060
1755m 100
nonfinancial 
pipeline  pre
commercial
see below for 
further details
15  kpis built around the strategic priority of 
developing our future assets which will 
enable us to deliver innovation and value for 
the future these include clinical milestones 
regulatory filings and other critical pipeline 
expansion and advancement targets that 
will support our continued growth and 
future financial performance
  overall assessment – 
significantly above target
0351m 100
nonfinancial 
organizational 
effectiveness
see below for 
further details
10  execute against priority actions identified in 
relation to supporting a high performance 
culture
  finalize integrated one shire organization 
structure and hire in accordance 
  fda approval for building 400 
manufacturing plant
  execute against key financial and non 
financial success factors in relation to the 
integration of viropharma
  overall assessment – 
significantly above target
0234m 100
100 total outcome 234m
180 of salary
100
75 of the award is payable in cash nonpensionable and 25 is deferred into shares and released after a period of three years subject to the participant’s 
employment not being terminated for cause
the release of deferred shares will include dividend shares representing any accrued dividends deferred shares are subject to malus and clawback
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166 
the committee sets targets that are stretching against budgeted performance to ensure that payouts only occur for strong 
performance over the fi nancial year performance is assessed for each of the three strategic priorities shown in the above 
table on a weighted average basis and maximum payout is only delivered for achievement well in excess of target 
performance
strategic report governance financial statements other information 92 shire plc annual report 2014
details on performance outcomes
performance against financial goals
net product sales 
  strong growth of 23 to 5830 million 2013 4757 million
  exceptionally strong sales performance supporting our strategic driver for growth to drive performance from our currently 
marketed products to optimize revenue growth and cash generation
non gaap ebita
1
  non gaap ebita of 2593 million exceeded our target of 2341 million by 108
non gaap adjusted roic
1
 
  strong returns of 147 versus the target of 128 driven largely by the strong sales growth and efﬁ cient cost base of 
our business
cost management 
  successful cost management ensured that combined non gaap rd and sga
1
 costs were maintained within target of 443 
of net product sales
performance against other strategic priorities
pipeline  precommercial kpis
achievement against the 2014 objectives include 
  agreement with the fda on liﬁ tegrast nda ﬁ ling strategy is a major step forward 
  expanded clinical sites and geographies to accelerate enrollment initiated additional creative solutions
  excellent progress made on pipeline during 2014 including an increase in phase 2 programs from 4 to 11
  pipeline is currently the strongest in terms of number breadth value in shire’s history
  progress made during a time of unanticipated major change in organization such as dramatic rd changes associated with one 
shire and potential abbvie merger impact
organizational effectiveness kpis
achievement against the 2014 objectives include 
  signiﬁ cant progress made on culture change despite signiﬁ cant organizational change
  one shire organization structures deﬁ ned
  successful integration of viropharma achieved
long term incentives
the value represents the market value of the 2012 psp awards for graham hetherington which vested upon his departure from 
the company on march 1 2014
there is no scheduled vesting of psp awards for dr ornskov until 2016 when his 2013 psp awards 20132016 performance 
period vest subject to the achievement of applicable performance conditions
for mr hetherington the committee determined that the 2012 psp awards would vest in line with the terms of the plan rules 
taking into account the applicable performance conditions and the proportion of the performance period approximately 
twothirds during which mr hetherington remained in employment see table below
graham hetherington – vesting of 2012 psp awards
award
number of
shares under
original award
1
number of
shares
vesting
1
 of 
total award 
vesting
2
vesting 
release date
share price
at vesting
3
value at
vesting
2012 psp sar element 55554 27 916 50 march 1 2014 £3297 £300097
2012 psp psa element 40740 20910
4
50 march 1 2014 £3297 £689403
1
  awards are over ordinary shares
2
  the ﬁ gures represent the number of shares vesting taking into account the applicable performance conditions resulting in the vesting of 75 of the shares under 
the original award and in addition the proportion of the performance period approximately twothirds in which mr hetherington remained in employment 
3
  closing share price as at march 3 2014 march 1 2014 was a saturday
4
  the vesting of the psa element includes dividend shares representing any accrued dividends in accordance with the relevant plan rules
directors’ remuneration report
continued
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166  annual report 2014 shire plc 93
2012 performance matrix
non gaap adjusted roic non gaap ebitda growth cagr 20112014
increase bp pa 8 10 12 14 16
60 10x 13x 17x 2 1x 25x
80 13x 16x 20x 24x 28x
100 16x 19x 24x 27x 3 1x
120 19x 23x 26x 31x 35x
140 22x 26x 31x 36x 40x
160 25x 30x 35x 40x 40x
performance outcome
based on a rigorous assessment of performance to the date of his departure and after adjusting for any potential signifi cant 
adjusting events the committee determined that vesting against the 2012 performance matrix would result in a vesting 
multiplier of 30x 75 of the total award made
in reaching their decision the committee took into consideration the performance matrix update provided to the committee in 
december 2013 which showed performance to be tracking at 153 cagr in non gaap ebitda
1
 and 113 bp pa increase 
in non gaap adjusted roic
1
 based on 2011 actuals – 2014 budget results
c 2014 single total ﬁ gure of remuneration for the chairman and 
nonexecutive directors subject to audit
details of the total fees paid to the chairman and nonexecutive directors during 2014 and a comparative total for 2013 are 
set out in the table below
board fees committee fees
basic fee
additional
fees
1
remuneration
committee
audit
compliance
 risk
committee
nomination
committee
science 
technology
committee
total
2014 fees
total
2013 fees
susan kilsby
2
£305949 £10000 – £5000 £958 – £321907 £109486
david kappler £98000 £10000 – £10000 £12500 – £130500 £133586
dominic blakemore
3
£93000 £10000 – £16742 – – £119742 –
william burns £93000 £10000 £9000 – £5750 £7 500 £125250 £118650
steven gillis £93000 £15000 £9000 £833 – £7 500 £125333 £120368
david ginsburg £93000 £15000 – – – £15000 £123000 £112650
anne minto £93000 £10000 £18000 – £5750 – £126750 £120150
david stout £93000 £15000 £9000 £10000 – – £127000 £120400
matthew emmens
4
£128572 £10000 – – – – £138572 £422782
1
 nonexecutive directors receive an additional fee of £5000 for each transatlantic trip made for board meetings
2
 ms kilsby assumed the role of chairman effective april 29 2014 as chairman ms kilsby received an annual fee of £365000 the chairman’s fee was 
subsequently increased to £450000 effective september 1 2014 ms kilsby stepped down as chair of the audit compliance  risk committee on april 29 2014
3
 mr blakemore was appointed chair of the audit compliance  risk committee on april 29 2014 
4
 mr emmens’ 2013 and 2014 fees include private medical insurance mr emmens’ 2014 fee covers the period to april 29 2014 when he retired as chairman 
of the board
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166 
strategic report governance financial statements other information 94 shire plc annual report 2014
d executive directors’ interests under long term incentives awarded 
during 2014 subject to audit
the following tables set out details of the psa and sar awards granted to the ceo under the psp during 2014 vesting of the 
2014 psp awards will be determined by the committee in q1 2017 taking into account performance against the 2014 
performance matrix over the performance period january 1 2014 to december 31 2016 in addition any signifi cant 
adjusting events that are relevant will be taken into consideration as well as an overall assessment of the underlying 
performance of the company
2014 psp awards for flemming ornskov
award type
share price
on grant 
exercise price
 of award 
vesting for 
threshold 
performance
 of award 
vesting for 
maximum 
performance
face value of
base award 
threshold
vesting
 of 2014
salary 
face value of
total award 
maximum
vesting
 of 2014
salary
face value of
total award 
maximum
vesting
’000
sar
1
16854 25 100
111  443 5761
psa
1
83 332 4320
the maximum sar and psa awards are granted and subject to the achievement of performance conditions adjusted at the date of vesting 
the number of sars and psas as well as the exercise price for sar awards is calculated using an approach based on the average three day closing mid market 
share price at the time of grant
1 
denotes an award over ads one ads is equal to three ordinary shares
2014 performance matrix
non gaap adjusted roic non gaap ebitda growth cagr 20132016
change in bp pa 9 10 11 12 13
100 10x 13x 17x 21x 25x
80 13x 16x 20x 24x 28x
60 16x 19x 24x 27x 3 1x
40 19x 23x 26x 31x 35x
20 22x 26x 31x 36x 40x
0 25x 30x 35x 40x 40x
the base award is one quarter of the total award made 10x vesting under the matrix and is payable for threshold 
performance there is no vesting below this performance level up to four times the base award 40x vesting under the matrix 
is payable for maximum performance which would result in the total award vesting with straight line vesting within this 
performance range
directors’ remuneration report
continued annual report 2014 shire plc 95
e departure arrangements for graham hetherington subject to audit
as disclosed in last year’s drr mr hetherington stepped down from shire’s board of directors and his role as cfo on march 
1 2014 in line with the committee’s policy the committee considered the overall circumstances of the departure as well as 
performance contractual obligations and plan rules in particular the committee considered mr hetherington’s sustained 
performance and contribution to the company over a period of almost six years the excellent 2013 fi nancial results and 
confi dent outlook at the time of departure the committee’s determinations which were consistent with the committee’s 
termination policy are set out below
remuneration
element description
payment in 
lieu of notice
no payment in respect of salary or benefits or compensation in lieu in respect of any period after march 1 2014 or compensation 
for loss of office was made 
base salary no 2014 base salary increase was awarded given his scheduled departure from the company
retirement and 
other benefits
the committee determined that it would be appropriate to continue the same level of medical insurance under the company’s 
private medical scheme until december 31 2014 and to pay his reasonable legal costs incurred in connection with his departure 
arrangements the cost of these benefits is included in the 2014 summary remuneration table 
eaip no 2014 short term incentives in respect of his period of employment to or in respect of any period after march 1 2014 was 
awarded mr hetherington was employed throughout the relevant performance period for the 2013 eaip  therefore payments under 
the 2013 eaip were made as normal 
those elements of mr hetherington’s eaip awards from previous years that were compulsorily deferred into shares under the eaip 
will vest in accordance with the plan rules at the end of the relevant threeyear vesting periods see table below
award
number of 
shares 
deferred
12
illustrative 
share price
3
estimated 
value 
vesting  
release date
2011 deferral 2010 eaip award 6504 £3297 £214437 march 31 2014
2012 deferral 2011 eaip award 4552 £3297 £150079 march 30 2015
2013 deferral 2012 eaip award 4504 £3297 £148497 march 31 2016
2014 deferral 2013 eaip award 3549 £3297 £117 011 march 31 2017
1
 awards are over ordinary shares 
2
 the release of deferred shares will include dividend shares representing any accrued dividends in accordance with the relevant 
plan rules
3
 based on the closing share price as at march 3 2014 as departure date of march 1 2014 was a saturday
psp no 2014 psp grant was made given mr hetherington’s departure date 
the committee determined that the 2012 psp award would vest on the departure date in line with the terms of the plan rules taking 
into account the applicable performance conditions and the proportion of the performance period approximately twothirds during 
which mr hetherington remained in employment the 2012 psp vesting values are provided in the table in part 3b of this report 
vested sar awards in accordance with the terms of the psp  remain exercisable for a period of 12 months after the departure date 
and if not exercised will lapse all other unvested equity awards namely the 2013 psp award and 2013 sharesave lapsed when 
mr hetherington ceased to be employed 
mr hetherington was employed throughout the relevant performance period for the 2011 psp award therefore the award vested 
as normal 
f payments to past directors subject to audit
no payments other than payments made to graham hetherington set out above have been made to past directors for the 
relevant fi nancial year for the purposes of the schedule 8 regulations
strategic report governance financial statements other information 96 shire plc annual report 2014
g directors’ shareholdings and scheme interests subject to audit
employee share ownership is an important means to support alignment of employee interests with those of shareholders
the committee believes that employee share ownership is an important means to support long term commitment to the 
company and the alignment of employee interests with those of shareholders
the interests of the executive directors and other senior executives are closely aligned with those of other shareholders in this 
regard through the operation of the company’s ltip and for the executive committee the deferral of one quarter of any eaip 
award into shares for a period of three years these remuneration elements constitute a signifi cant proportion of their individual 
remuneration packages
in addition to ensure that there are appropriate tools to retain executive directors and to encourage alignment with 
shareholders over the long term through increased shareholding and ownership the committee has introduced a twoyear 
holding period post the threeyear performance period which applies to both psas and sars
the ceo cfo and other members of the executive committee are encouraged to own shares in the company equivalent 
to 200 150 and 100 of base salary respectively within a fi veyear period following their appointment all shares 
benefi cially owned by an executive or deferred under the eaip count towards achieving these guidelines the committee 
reviews share ownership levels annually for this group current shareholding levels for directors are set out in the table below 
and show that the shareholding guidelines for the executive directors have been achieved
summary of directors’ shareholdings and scheme interests
security
type
1
shareholding
as at dec 31
2014 or date
of resignation
2
scheme interests as at december 31 2014
2
total shares
held which
count
towards the
shareholding
guidelines
as a  of
2014 salary
total
deferred
shares
3
subject to the achievement of 
performance conditions
total sars
vested but
unexercised
6
total
scheme
interests
total psas
unvested
4
total sars
unvested
5
flemming ornskov
ads 109 17989 70653 98759 – 187510
466
ord shares 37 500 –––– 37 500
susan kilsby ads 3191 – – – – 3191 –
david kappler ord shares 11549 – – – – 11549 –
dominic blakemore ord shares 468 – – – – 468 –
william burns ord shares 1486 – – – – 1486 –
anne minto ord shares 3734 – – – – 3734 –
steven gillis ads 674 – – – – 674 –
david ginsburg ads 456 – – – – 456 –
david stout ads 472 – – – – 472 –
matthew emmens
7
ads 6289 –––– 6289
–
ord shares 20399 –––– 20399
graham hetherington
8
ord shares 84491 15560 – – 110789 210840 833
1
 one ads is equal to three ordinary shares
2
 there have been no changes in shareholdings in the period from december 31 2014 to february 24 2015
3
 this represents unvested shares deferred under the eaip which are forfeited in the case of termination for cause and in the case of dr ornskov deferred shares 
granted to him which are subject to continued service
4
 this represents unvested psas which are subject to the achievement of performance conditions adjusted at the date of vesting
5
 this represents unvested sars which are subject to the achievement of performance conditions adjusted at the date of vesting
6
 this represents vested but unexercised sars which are no longer subject to the achievement of performance conditions
7
 all information is presented as at april 29 2014 being the date mr emmens stepped down as chairman
8
 all information is presented as at march 1 2014 being the date mr hetherington stepped down as cfo
the company also operates broadbased share plans a sharesave scheme in the uk and an espp in the us and other 
countries to encourage wider share ownership among the company’s employees
awards under the company’s long term incentive plans and broadbased share plans are satisfi ed either by market purchased 
shares which are held in an employee benefi t trust or the issue of new shares within the limits agreed by shareholders when 
the plans were approved these limits comply with the investment association’s guidelines which require that no more than 
10 of a company’s issued share capital be issued in accordance with all employee share plans in any 10year period with no 
more than 5 issued in accordance with discretionary employee share plans
directors’ remuneration report
continued annual report 2014 shire plc 97
directors’ scheme interests
details of directors’ interests under share plans which were outstanding awarded lapsed or exercised during the year are set 
out in the audited table below the market price of the company’s ordinary shares at december 31 2014 was £4533 and the 
range during the year was £2815 to £5470 the market price of the company’s adss at december 31 2014 was 21254 and 
the range during the year was 13878 to 26498
award type
1
date of
award
as at
jan 1 
2014
shares 
awarded
23
dividend 
shares
4
lapsed
exercised
released
at dec 31 
2014 or 
date of 
resignation
exercise 
price
share
price on 
exercise
release
normal exercise period
vesting date
flemming ornskov
5
sar ads feb 28 2013 45601 45601 9504 feb 28 2016 to feb 28 2020
psa ads feb 28 2013 34201 34201 – feb 28 2016
sar ads may 2 2013 18984 18984 9159 may 2 2016 to may 2 2020
psa ads may 2 2013 10821 10821 – may 2 2016
deferred 
shares ads may 2 2013 15286 15286 – feb 28 2015
sar ads feb 28 2014 34174 34174 16854 feb 28 2017 to feb 28 2021
psa ads feb 28 2014 25631 25631 – feb 28 2017
eaip ads mar 31 2014 2703 2703 – mar 31 2017
graham hetherington
6
sar mar 01 2010 134814 134814 – £1443 £3147 mar 01 2013 to mar 01 2017
sar feb 28 2011 82873 82873 £1723 feb 28 2014 to feb 28 2018
psa feb 28 2011 60769 920 61689 – – £3398 feb 28 2014
eaip mar 31 2011 6504 6504 – mar 31 2014
sar feb 28 2012 55554 27638 27916 £2222 feb 28 2015 to feb 28 2019
psa feb 28 2012 40740 439 20269 20910 – – feb 28 2015
eaip mar 30 2012 4552 4552 – mar 30 2015
sar feb 28 2013 66708 66708 – £2088 feb 28 2016 to feb 28 2020
psa feb 28 2013 48919 48919 – – feb 28 2016
eaip mar 31 2013 4504 4504 – mar 31 2016
sharesave sep 28 2013 467 467 – £1924 dec 1 2016 to may 31 2017
the number of psa and sar awards granted in 2011 and subsequently is calculated using an approach based on the average three day closing midmarket 
share price at the time of grant the number of psa and sar awards granted in 2010 was calculated using an approach based on the average closing 
midmarket share price over the prior 12 month period
1
 awards are over ordinary shares except where the award type is marked “ads” one ads is equal to three ordinary shares 
2
 the maximum sar and psa awards are granted and subject to the achievement of performance conditions adjusted at the date of vesting
3
 performance conditions attached to sar and psa awards granted from 2010 onwards are non gaap adjusted roic and non gaap ebitda in all cases awards 
will only vest if the committee determines that the underlying performance of the company is sufﬁ cient to justify the vesting of the award
4
 in accordance with the plan rules the vested psa awards have been increased to reﬂ ect the dividends paid by shire in the period from the grant date to the vesting 
date
5
 on october 31 2014 dr ornskov exercised an option granted under the shire espp over 109 adss at an exercise price of 11394 per ads the psa award 
granted to dr ornskov on may 2 2013 was over 10821 adss and not 10281 adss as previously disclosed
6
 all information is presented as at march 1 2014 being the date mr hetherington stepped down as cfo
strategic report governance financial statements other information 98 shire plc annual report 2014
h tsr performance graph
the graph below shows the total shareholder return “tsr” for shire and the ftse 100 index over the sixyear period ending 
december 31 2014 tsr is calculated as the change indexed between the fourth quarter tsr in the relevant year and the 
base year the ftse 100 index refl ects the 100 largest quoted companies by market capitalization in the united kingdom and 
has been chosen because the ftse 100 represents the broad market index within which the company’s shares are traded 
total shareholder return – change in value of a hypothetical £100 holding over six years 
rebased to 100 gbp
the historical total remuneration for the person undertaking the role of ceo is set out in the table below
2009 2010 2011 2012
2013
2014 mr russell dr ornskov
short term incentive
 of maximum
70 65 50 48 26 81 100
long term incentive
 of maximum
84 88 100 100 50 – –
total remuneration ’000 4781 9634 17 506 13430 5759 3402 4137
these calculations are based on the methodology prescribed in the schedule 8 regulations in particular the long term incentive ﬁ gures relate to any awards that 
vest following the end of each ﬁ nancial year
directors’ remuneration report
continued
ftse 100 shire
0
100
200
300
400
500
600
2014 2013 2012 2011 2010 2009 2008 annual report 2014 shire plc 99
i percentage change in ceo remuneration
the following table shows the percentage change in the base salary taxable benefi ts and annual bonus of the ceo between 
the current and previous fi nancial year compared to the average percentage change for all other employees 
percentage change from 2013 to 2014
salary and fees taxable benefits short term incentives 
ceo
1
21 45 46
all other employees
2
5 22 27
1
  reﬂ ects the 2013 and 2014 remuneration for flemming ornskov as reported in the single total ﬁ gure of remuneration table in part 3b of this report
2
  reﬂ ects the average change in remuneration for all other employees globally that were annual bonus eligible to help minimise distortions in the underlying data 
certain adjustments have been made in particular the ﬁ gures have been prepared on the basis of permanent employees who have been employed with the 
company for the two preceding calendar years
the increase in the ceo’s salary and fees from 2013 to 2014 is due to the ceo designate position he held from january 2 
2013 to april 29 2013 and the lower ceo designate salary of 900000 he received during this period for 2015 the ceo’s 
salary has been increased to 1350000 representing a 38 increase from 2014 to 2015 and refl ecting strong corporate 
performance excellent leadership and the wider average employee salary increases across shire
given that the ceo’s short term incentive is calculated as a percentage of salary the lower ceo designate salary received in 
2013 is also refl ected in his 2013 annual bonus fi gure most of those employees participating in the annual bonus plan received 
a higher bonus in 2014 than 2013 as did the ceo refl ective of the exceptional performance of the company this year
j relative importance of spend on pay
the company considers employee remuneration costs in the context of the general fi nancial performance and position of the 
company including when determining the annual salary increase budget the annual equity grant budget and annual bonus 
funding for the organization 
the following graphs set out for 2013 and 2014 the overall spend on pay shareholder distributions dividends and share 
buybacks and for further context non gaap ebitda from continuing operations
–1 –58 39
9843 9913
1212
2900
28
20
2014 2013 2014 2013 2014 2013
overall spend on pay m shareholder distributions m non gaap ebitda
1
 bn
 2014  2013
shareholders distributions were reduced in 2014 as 2013 included amounts under the company’s share buy back plan which 
commenced october 25 2012 and ceased on november 11 2013 overall spend on pay was reduced in 2014 mainly as a 
result of the one shire restructuring towards the end of 2013 and through 2014 which has driven cost effi ciencies across our 
employee base non gaap ebitda increased in 2014 as a result of the strong product sales growth and effi cient cost 
management delivered during the year
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please see page 166 
strategic report governance financial statements other information 100 shire plc annual report 2014
directors’ remuneration report
continued
k remuneration committee
terms of reference
the committee is responsible for agreeing the broad remuneration policy for the organization and the individual packages for 
the chairman executive directors and certain other senior leadership roles within the agreed policy the committee 
determines the terms and conditions to be included in service agreements including termination payments and compensation 
commitments where applicable the committee also determines performance targets applicable to the company’s annual 
bonus and long term incentive plans and has oversight of the company’s share incentive schemes in december 2014 the 
committee reviewed its terms of reference and a number of minor changes were made to refl ect various governance 
developments the revised terms of reference were approved by the board in february 2015 and are available in full on the 
company’s website wwwshirecom
membership and attendance
the board considers all members of the committee to be independent the directors in the table below served as members of 
the committee during the period within which remuneration for the relevant fi nancial year was under consideration
committee member
meeting
attendance
1
anne minto chairman
2
78
william burns 88
steven gillis 88
david stout
3
88
note the number in brackets denotes the number of meetings that committee members were eligible to attend
1
  there were ﬁ ve scheduled and three ad hoc committee meetings held during 2014
2
  ms minto was unable to attend the april meeting due to illness
3 
david stout is to step down from the committee on april 28 2015
the chairman and the ceo attend meetings of the committee by invitation but neither is present in any discussions relating to 
their own remuneration
remuneration committee activities in 2014
in 2014 the committee discussed the key agenda items set out in the following table 
key agenda items
overall remuneration  approval of 2013 performance and remuneration decisions for the ceo cfo and the executive committee
  approval of final departure arrangements for the former cfo
  review of the 2014 year end compensation process and budgets for all employees
  approval of 2014 performance and remuneration decisions for the ceo and the executive committee
  review findings and approve recommendations from the strategic remuneration review in 2014
short term incentives  assessment of company performance against the 2013 annual bonus funding scorecard 
  approval of the 2014 corporate scorecard 
  preliminary review of the 2015 corporate scorecard
long term incentives  determination of the vesting percentage of the 2011 psp awards granted under the psp for executive directors
  approval of the 2014 performance matrix for psp awards to executive directors
  approval of annual offerings of sharesave and espp awards
  approval of the vesting outcome for the former cfo’s 2012 psp awards
  preliminary review of the 2015 performance conditions for ltip awards to executive directors
  consideration of potential saes in relation to outstanding psp performance cycles
governance and other matters  approval of the 2013 drr
  consideration of trends in executive remuneration and corporate governance developments
  approval of approach to late 2014 shareholder consultation exercise 
  consideration of shareholder feedback
  review of the committee’s term of reference
  review of the ceo and the executive committee’s shareholdings annual report 2014 shire plc 101
shareholder context for the committee’s activities 
the table below shows how shareholders voted in respect of the remuneration report and remuneration policy at the agm held 
on april 29 2014 this endorsement of the current remuneration approach informed the committee’s activities and decision 
making in 2014
resolution
for
including
discretionary
votes  against 
votes cast as
a  of
relevant
shares in
issue withheld
1
advisory vote
to approve the directors’ remuneration report 391218791 9697 12224728 303 6850 3243975
binding vote
to approve the directors’ remuneration policy 374694890 9471 20926142 529 6717 11066462
1
 votes withheld are not a vote in law and are not counted in the calculation of the proportion of votes validly cast
advisors
in discharging its responsibilities in 2014 the committee was materially assisted by those employees performing the roles 
of chief human resources offi cer and vice president total rewards in addition pricewaterhousecoopers llp “pwc” 
appointed by the committee continued to serve as independent external advisor to the committee following a competitive 
tendering process in early 2012 pwc also provided global consultancy services to the company in 2014 primarily in respect 
of tax matters fees paid to pwc in relation to remuneration services provided to the committee totaled £292000 in 2014 and 
were determined based on the scope and nature of the projects undertaken for the committee
the committee is satisfi ed that the advice received by pwc in relation to executive remuneration matters during the year was 
independent the committee reviewed the potential for confl icts of interest and judged that there were appropriate safeguards 
against any potential confl icts pwc is a member of the remuneration consultants’ group which operates a code of conduct 
in relation to executive remuneration consulting in the uk 
approval
approved by the board and signed on its behalf by
anne minto
chairman of the remuneration committee 
february 24 2015
strategic report governance financial statements other information 102 shire plc annual report 2014
directors
appointment and replacement 
directors may be appointed by the company by ordinary 
resolution or by the board nonexecutive directors are 
appointed ordinarily for a term of two years subject to 
shareholder approval reappointment of nonexecutive 
directors following the expiry of their term of appointment is 
subject to board approval the board may from timetotime 
appoint one or more directors for such period and on such 
terms as it may determine and may also revoke or terminate 
any such appointment
the company’s articles of association the “articles” provide 
that at each annual general meeting “agm” all those 
directors who have been appointed by the board since the 
last agm or who held offi ce at the time of the two preceding 
agms and who did not retire at either of them or who held 
offi ce with the company other than executive offi ce for a 
continuous period of nine years or more at the date of the 
meeting shall retire from offi ce and may offer themselves 
for reelection by the members
notwithstanding the provisions in the articles in accordance 
with the uk corporate governance code 2012 all directors 
will be subject to annual reelection
powers
subject to the provisions of the companies jersey law 
1991 as amended the “companies act” the articles and 
directions given by the company in general meeting by 
special resolution the business of the company is managed 
by the board which may exercise all the powers of the 
company whether relating to the management of the 
business of the company or not in particular the board may 
exercise all the powers of the company to borrow money 
and to mortgage or charge all or any part of the undertaking 
property and assets present and future and uncalled capital 
of the company and subject to the companies act to issue 
debentures and other securities whether outright or as 
collateral security for a debt liability or obligation of the 
company or of a third party
liability insurance and indemnification
in the year under review the group maintained an insurance 
policy for its directors and offi cers in respect of liabilities 
arising out of any act error or omission whilst acting in their 
capacity as directors or offi cers qualifying third party 
indemnity provisions were also in place during the year under 
review for the benefi t of directors in relation to certain losses 
and liabilities which they may potentially incur to third parties 
in the course of their duties these remain in force at the date 
of this report
interests in material contracts 
other than the insuranceindemnity provisions disclosed 
under “liability insurance and indemnifi cation” above none 
of the directors had a material interest in any contract of 
signifi cance to which the company or any of its subsidiary 
undertakings was a party during the period under review
dividends
subject to the provisions of the companies act the company 
may by ordinary resolution from timetotime declare 
dividends not exceeding the amount recommended by the 
board subject to the companies act the board may pay 
interim dividends and also any fi xed rate dividend whenever 
the fi nancial position of the company in the opinion of the 
board justifi es its payment
the board may withhold payment of all or any part of any 
dividends or other monies payable in respect of the shares 
from a person with a 025 interest as defi ned in the 
articles if such person has been served with a restriction 
notice as defi ned in the articles after failure to provide the 
company with information concerning interests in those 
shares required to be provided under the articles
shire has put in place income access share arrangements 
which enable shareholders to elect to receive their dividends 
from a group company resident for tax purposes in the uk 
further information is available in note 23 to the consolidated 
fi nancial statements
in respect of the six months to december 31 2014 the board 
resolved to pay an interim dividend of 1909 us cents   
2013 1693 us cents per ordinary share together with the 
fi rst interim dividend payment of 383 us cents 2013 300 
us cents per ordinary share this represents total dividends 
of 2292 us cents 2013 1993 us cents per ordinary share 
for the year ended december 31 2014
acs hr solutions share plan services guernsey limited 
the “trustee” trustee of the shire employee benefi t trust 
the “trust” has waived its entitlement to any dividends 
which become due and payable from timetotime in respect 
of shares or other securities which are registered in the name 
of the trustee or its nominees total dividends waived by the 
trustee during the year amounted to £35063832
additional statutory information annual report 2014 shire plc 103
shares
share capital
as at the year ended december 31 2014 the company’s 
issued share capital comprised 599057502 ordinary shares 
of 5 pence each of which 9019832 ordinary shares were 
held in treasury
rights and obligations attaching to shares 
the rights and obligations attaching to the ordinary shares 
are set out in the articles which are available on the 
company’s website the articles may only be amended 
by special resolution of the members of the company
variation of rights
subject to the companies act rights attached to any class 
of shares may be varied with written consent of the holders of 
not less than twothirds in nominal value of the issued shares 
of that class calculated excluding any shares held in treasury 
or with the sanction of a special resolution passed at a 
separate meeting of the holders of those shares at each 
such separate general meeting except an adjourned meeting 
the quorum shall be two persons holding or representing by 
proxy not less than one third in nominal value of the issued 
shares of that class calculated excluding any shares held 
in treasury
issuance of shares
subject to applicable statutes and subject to and without 
prejudice to any rights attached to existing shares shares 
may be issued with such rights and restrictions as the 
company may by special resolution decide or if no such 
resolution has been passed or so far as the resolution does 
not make specifi c provision as the board may decide 
subject to the articles the companies act and other 
shareholders’ rights unissued shares are at the disposal 
of the board
restrictions on transfer of shares 
there are no restrictions on the transfer of shares in the 
company except i that certain restrictions may from 
timetotime be imposed by laws and regulations for 
example insider trading laws and ii pursuant to the listing 
rules of the uk financial conduct authority whereby certain 
directors and employees of the company require the 
approval of the company to deal in the company’s 
ordinary shares
voting
it is the company’s practice to hold a poll on every resolution 
at general meetings every member present in person or by 
proxy has upon a poll one vote for every share held by him 
in the case of joint holders of a share the vote of the senior 
who tenders a vote whether in person or by proxy shall 
be accepted to the exclusion of the votes of the other joint 
holders and for this purpose seniority shall be determined by 
the order in which the names stand in the register of members 
in respect of the joint holding
restrictions on voting
no member shall unless the board otherwise decides 
be entitled to attend or vote at any general or class meeting 
in respect of any shares held if any call or other sum payable 
by that member remains unpaid also a member may not 
be entitled to attend or vote if served with a restriction notice 
as defi ned in the articles
the company is not aware of any agreements between 
holders of securities that may result in restrictions on 
voting rights
the company maintains an american depositary receipt 
“adr” program in the us each american depositary 
share “ads” represents three ordinary shares an ads is 
evidenced by an adr issued by citibank na as depositary 
and is listed on the nasdaq global select market each ads 
holder is entitled to the fi nancial rights attached to such 
shares although the adr depositary is the registered holder 
of the underlying ordinary shares
as at december 31 2014 the trust held 025 of the issued 
share capital of the company on trust for the benefi t of 
participants in the company’s employee share plans the 
voting rights in relation to these shares are exercised by the 
trustee the trustee may vote or abstain from voting in any 
way it thinks fi t and in doing so may take into account both 
fi nancial and nonfi nancial interests of the benefi ciaries of 
the trust or their dependants historically the trustee has 
not exercised its right to vote
purchase of own shares
at its agm held on april 29 2014 the company was 
authorized until the earlier of july 28 2015 or the conclusion 
of the 2015 agm to make market purchases of up to 
58878332 of its own ordinary shares further details 
regarding purchases by the company of its own shares can 
be found in note 23 to the consolidated fi nancial statements
substantial shareholdings
as at the date of this report the company had been notifi ed 
of the following holdings of 3 or more in the issued ordinary 
share capital of the company
number of 
ordinary 
shares
percentage of 
issued share 
capital
1
blackrock inc 55345849 999
fmr llc 29648433 502
1
 excludes treasury shares
strategic report governance financial statements other information 104 shire plc annual report 2014
additional statutory information
continued
signiﬁ cant agreements
the following signifi cant agreements contain provisions 
entitling counterparties to exercise the following rights in 
the event of a change of control of the company
  under the 2100 million credit facility agreement dated 
december 12 2014 between amongst others the 
company and a number of its subsidiaries barclays bank plc 
as the facility agent and the banks and ﬁ nancial institutions 
named therein as lenders upon a change of control any 
lender may following not less than 30 days’ notice cancel 
its commitments and require prepayment of its participation 
in any outstanding loans for these purposes a change of 
control occurs if any person or group of persons acting in 
concert gains the ability to control more than half the votes 
at a general meeting of the company or holds more than 
half the equity share capital of the company a waiver of 
the mandatory prepayment provision would require the 
consent of each lender under the agreement on february 
23 2015 shire requested the utilization of 1300 million 
under the agreement 
  under the 2600 million term loan agreement dated 
november 11 2013 between amongst others the 
company and a number of its subsidiaries barclays bank plc 
as the facility agent and the banks and ﬁ nancial institutions 
named therein as lenders upon a change of control any 
lender may following not less than 30 days’ notice cancel its 
commitments and require prepayment of its participation in 
any outstanding loans for these purposes a change of 
control occurs if any person or group of persons acting in 
concert gains the ability to control more than half the votes at 
a general meeting of the company or holds more than half 
the equity share capital of the company a waiver of the 
mandatory prepayment provision would require the consent 
of each lender under the agreement on december 13 
2013 and at various points during the year ended december 
31 2014 the company canceled part of the 2600 million 
term loan facility as at february 24 2015 the agreement 
comprised a fully utilized 850 million term loan facility which 
matures on november 11 2015 
  under the 850 million term facility agreement dated january 
11 2015 between amongst others citibank international 
limited as the facility agent upon a change of control any 
lender may following not less than 30 days’ notice cancel its 
commitments and require prepayment of its participation in 
any outstanding loans for these purposes a change of 
control occurs if any person or group of persons acting in 
concert gains the ability to control more than half the votes 
at a general meeting of the company or holds more than 
half the equity share capital of the company a waiver of 
the mandatory prepayment provision would require the 
consent of each lender under the agreement on february 
23 2015 shire requested the utilization of 850 million 
under the agreement
earnings guidance
the following extracts were published by the company during 
the year in its quarterly earnings releases
  february 13 2014 – “we now expect non gaap earnings 
per ads in 2014 to grow at a similar level to 2013 2013 
up 23”
  may 1 2014 – “reﬂ ecting our strong start to the year we are 
increasing our guidance for non gaap earnings per ads to 
midtohigh twenty percent growth for the full year 2014 
previous guidance growth at a similar level to 2013 2013 
up 23”
  july 18 2014 – “we have again delivered record quarterly 
results and following our strong performance in the ﬁ rst half 
of 2014 we are increasing our guidance for non gaap 
diluted earnings per ads to lowtomid thirty percent growth 
for the full year 2014 previous guidance midtohigh twenty 
percent growth”
  october 24 2014 – “we’ve delivered a very strong 
performance so far this year and as a result we are 
increasing our guidance we now expect to deliver non 
gaap earnings per ads growth in the high thirty percent 
range in 2014 previous guidance lowtomid thirty 
percent growth”
the non gaap diluted earnings per ads
1
 growth in respect 
of the 2014 fi nancial year was 38 percent in line with the 
most recently published guidance further commentary on 
the performance of the company during the year can be 
found starting on page 42
political donations
shire did not make any donations to political parties during 
the year ended december 31 2014 2013 nil
1
 this is a non gaap ﬁ nancial measure for reconciliation to us gaap please 
see page 166  annual report 2014 shire plc 105
information required under 984 r of the listing 
rules “lr”
information requirement
location within
annual report 2014
details of information required by lr 9218 r page 104
details of any contract of significance in which a 
director is or was materially interested page 102
details of any arrangement under which a shareholder 
has waived or agreed to waive any dividends page 102
where a shareholder has agreed to waive future 
dividends details of such waiver together with those 
relating to dividends which are payable during the 
period under review page 102
other information requirements set out in lr 984 r are not applicable to 
the company
liquidity cash ﬂ ow and going concern
the directors’ report sets out information on the fi nancial 
position of the group its cash fl ows liquidity position and 
borrowing facilities its business activities together with the 
factors likely to affect its future development performance 
and fi nancial position its objectives policies and processes 
for managing capital its fi nancial risk management 
objectives details of its hedging activity and its exposures 
to credit risk and liquidity risk details of the group’s fi nancial 
instruments are disclosed in note 21 to the consolidated 
fi nancial statements the directors have a reasonable 
expectation that the group has adequate resources to 
continue in operational existence for the foreseeable future 
thus they continue to adopt the going concern basis of 
accounting in preparing the annual fi nancial statements
audit information
each of the persons who is a director at the date of approval 
of this report confi rms that
  so far as the director is aware there is no relevant audit 
information of which the company’s auditor is unaware and
  the director has taken all the steps that the heshe ought to 
have taken as a director in order to make himselfherself 
aware of any relevant audit information and to establish that 
the company’s auditor is aware of that information
directors’ report
the directors’ report comprises pages 2 to 105 of this 
annual report and accounts
approved by the board and signed on its behalf by
tatjana may
company secretary
february 24 2015
strategic report governance financial statements other information 106 shire plc annual report 2014
the directors are responsible for preparing the annual report 
and the fi nancial statements in accordance with applicable 
law and regulations
company law requires the directors to prepare fi nancial 
statements for each fi nancial year under that law the 
directors are required to prepare the group fi nancial 
statements in accordance with accounting principles 
generally accepted in the united states of america under 
company law the directors must not approve the accounts 
unless they are satisfi ed that they give a true and fair view 
of the state of affairs of the group and of the profi t or loss 
of the group for that period 
in preparing the group fi nancial statements the directors 
are required to
  properly select and apply accounting policies
  present information including accounting policies in a 
manner that provides relevant reliable comparable and 
understandable information 
  provide additional disclosures when compliance with the 
speciﬁ c requirements within accounting principles generally 
accepted in the united states of america are insufﬁ cient 
to enable users to understand the impact of particular 
transactions other events and conditions on the entity’s 
ﬁ nancial position and ﬁ nancial performance and
  make an assessment of the group’s ability to continue 
as a going concern
the directors are responsible for keeping adequate 
accounting records that are suffi cient to show and explain the 
group’s transactions and disclose with reasonable accuracy 
at any time the fi nancial position of the group and enable 
them to ensure that the fi nancial statements comply with the 
companies jersey law 1991 they are also responsible for 
safeguarding the assets of the group and hence for taking 
reasonable steps for the prevention and detection of fraud 
and other irregularities
the directors are responsible for the maintenance and 
integrity of the corporate and fi nancial information included 
on the group’s website legislation in jersey governing the 
preparation and dissemination of fi nancial statements may 
differ from legislation in other jurisdictions
directors’ responsibilities statement 
responsibility statement 
we confi rm that to the best of our knowledge
  the financial statements prepared in accordance with the 
accounting principles generally accepted in the united states 
of america give a true and fair view of the assets liabilities 
ﬁ nancial position and proﬁ t or loss of the company and the 
undertakings included in the consolidation taken as a whole
  the strategic report includes a fair review of the development 
and performance of the business and the position of the 
group and the undertakings included in the consolidation 
taken as a whole together with a description of the principal 
risks and uncertainties that they face and
  the annual report and financial statements taken as a 
whole are fair balanced and understandable and provide 
the information necessary for shareholders to assess the 
group’s performance business model and strategy
approved by the board and signed on its behalf by
 
dr flemming ornskov
chief executive offi cer
february 24 2015  annual report 2014 shire plc 107
independent auditor’s report to the members
of shire plc  
risk how the scope of our audit responded to the risk
the acquisition of viropharma inc “viropharma”
the director’s determination of the purchase price allocation for the 
acquisition of viropharma is included at note 4
we identified a risk that the allocation of purchase price to acquired 
assets and liabilities in relation to the viropharma acquisition are not 
appropriate
the underlying judgments made in arriving at fair value include key 
assumptions as to
  the product market pricing and patient growth over the life cycle of 
the intangible assets relating to the currently marketed products 
cinryze plenadren
®
 and buccolam
®

  the probabilities of clinical success for in process research  
development intangible assets taking into account the stage of 
completion and the remaining risks and uncertainties surrounding 
the future development and commercialisation and
  other factors such as units of account applicable tax rate and 
discount factors
this has been highlighted as a significant risk due to its size consideration 
of 3997 million and the complexity of judgments required
in order to assess the allocation of the purchase price to acquired 
viropharma assets and liabilities we have the tested the group’s relevant 
controls and performed testing including the following specific procedures 
  veriﬁ ed the consideration paid and the structure of the acquisition as 
reﬂ ected in the ﬁ nancial statements to the executed agreements
  assessed the qualiﬁ cations and experience of key specialists engaged 
by the group
  considered the directors use of specialist’s input and the directors’ 
underlying judgments in determining the key assumptions for 
both currently marketed products and in process research  
development assets
  considered the appropriateness of valuation methodologies used and 
the accuracy of calculations and
  considered the residual goodwill arising against benchmarks arising 
from other large transactions in the pharmaceutical sector
us rebates and sales deductions
a description of the key accounting policy for sales deductions is included 
at note 2d
the directors are required to make certain judgments in respect of the 
level of rebates and other sales deductions that will be realized against 
the group’s sales 
the most significant of these judgments relate to rebates for medicaid 
and managed care programs in the us for the neuroscience gi and 
im business units as at 31 december 2014 the group held accrued 
rebates of 564 million and 318 million for medicaid and managed 
care respectively
the key elements of the judgments relating to medicaid and managed 
care rebates include
  the size of the wholesale and retail inventory pipeline
  the proportion of the inventory pipeline that will attract speciﬁ c 
rebates and
  the future value of rebate per unit expected to be applicable
we identified a risk that these judgments are not appropriate and 
as a result rebate liabilities and sales deductions are recorded at 
an incorrect level
we have considered the group’s processes for making judgments in this 
area and performed the following procedures
  considered the appropriateness of the process and tested the controls 
adopted by management in determining the accounting for rebates 
and other sales deductions
  undertaken an analysis of the historical accuracy of judgments by 
reference to actual rebates paid in prior periods
  conﬁ rmed rebate levels accrued during the year against subsequent 
payments
  analysed and recalculated components the year end liability based on 
contracted and statutory rebate rates and
  challenged the key elements of judgments that were made in the period 
in light of externally veriﬁ able data and industry practice
we also evaluated the presentation and disclosure of the transactions within 
the group financial statements
opinion on the ﬁ nancial statements of shire plc
in our opinion the consolidated fi nancial statements of shire 
plc and subsidiaries together the “group”
  give a true and fair view of the state of shire plc and 
subsidiaries’ affairs together the group as at december 31 
2014 and of the group’s proﬁ t for the year then ended
  have been properly prepared in accordance with 
accounting principles generally accepted in the united 
states of america and
  have been prepared in accordance with the requirements 
of the companies jersey law 1991
the fi nancial statements comprise the consolidated 
balance sheet the consolidated statement of income 
the consolidated statement of comprehensive income 
the consolidated statement of changes in equity the 
consolidated statement of cash fl ows and the related notes 
1 to 31 the fi nancial reporting framework that has been 
applied in the preparation of the group fi nancial statements 
is applicable law and accounting principles generally 
accepted in the united states of america
going concern
we have reviewed the directors’ statement on page 106 that 
the group is a going concern 
we confi rm that
  we have concluded that the directors’ use of the going 
concern basis of accounting in the preparation of the ﬁ nancial 
statements is appropriate and
  we have not identiﬁ ed any material uncertainties that may 
cast signiﬁ cant doubt on the group’s ability to continue as 
a going concern
however because not all future events or conditions can be 
predicted this statement is not a guarantee as to the group’s 
ability to continue as a going concern
our assessment of risks of material misstatement
the assessed risks of material misstatement described below 
are those that had the greatest effect on our audit strategy 
the allocation of resources in the audit and directing the 
efforts of the engagement team 
strategic report governance financial statements other information 108 shire plc annual report 2014
independent auditor’s report to the members
of shire plc
continued
risk how the scope of our audit responded to the risk
complex tax judgments
as shire transacts globally within a complex group structure significant 
judgment is required in determining the level of tax provisions 
we identified a risk that the judgments made by the directors are 
inappropriate
in the current year the most significant judgment related to the tax treatment 
of the break fee of 16billion received from abbvie inc “abbvie”
as disclosed in note 26 the directors have assessed the tax treatment 
of the 16billion abbvie break fee and concluded that this receipt should 
not be taxable in ireland
we have reviewed and challenged management’s conclusion by
  reviewing the group’s submission to the irish tax authorities and the 
advice received by the group from third party legal counsel and other 
advisors
  consulting with our own taxation experts to consider the associated fact 
pattern and to challenge the judgments made and
  testing the appropriateness of the process and controls adopted by 
management in making the key judgments and the controls over the 
entity prepared documents used in the control
the impairment of in process research  development 
intangible assets has not been separately reported on in the 
current year because we focused principally on assets 
acquired in the acquisition of viropharma as set out above
the description of risks above should be read in conjunction 
with the signifi cant issues considered by the audit committee 
discussed on page 67
our audit procedures relating to these matters were designed 
in the context of our audit of the fi nancial statements as a 
whole and not to express an opinion on individual accounts 
or disclosures our opinion on the fi nancial statements is not 
modifi ed with respect to any of the risks described above and 
we do not express an opinion on these individual matters
our application of materiality
we defi ne materiality as the magnitude of misstatement in the 
fi nancial statements that makes it probable that the economic 
decisions of a reasonably knowledgeable person would be 
changed or infl uenced we use materiality both in planning 
the scope of our audit work and in evaluating the results of 
our work
we determined materiality for the group to be 70 million 
2013 60 million which is below 5 2013 5 of adjusted 
pretax profi t and below 2 2013 2 of equity pretax 
profi t has been adjusted by removing the impact of one off 
items such as impairments of intangible assets see note 26 
and the 16 billion break fee received from abbvie in the 
prior year we also adjusted our materiality calculation to 
exclude the derecognition of the group’s contingent 
consideration liability in respect of sarcode
we agreed with the audit committee that we would report 
to the committee all audit differences in excess of 3 million 
2013 3 million as well as differences below that threshold 
that in our view warranted reporting on qualitative grounds 
we also report to the audit committee on disclosure matters 
that we identifi ed when assessing the overall presentation of 
the fi nancial statements
an overview of the scope of our audit
our group audit was scoped by obtaining an understanding 
of the group and its environment including groupwide 
controls and assessing the risks of material misstatement 
at the group level 
based on that assessment we focused our group audit 
scope primarily on the audit work in four territories us 
based in lexington ma and chesterbrook pa uk ireland 
and switzerland these locations represent the principal 
operations and account for 99 2013 94 of the group’s 
net assets 80 2013 82 of the group’s revenue 
 full audit scope 80
 review scope 20
they were also selected to provide an appropriate basis 
for undertaking audit work to address the risks of material 
misstatement identifi ed above our audit work at the four 
locations was performed at a materiality level calculated 
by reference to a proportion of group materiality appropriate 
to the relative scale of the business concerned 
at group level we also audited the consolidation process and 
carried out analytical procedures to confi rm our conclusion 
that there were no signifi cant risks of material misstatement 
of the aggregated fi nancial information of the remaining 
components not subject to full scope audit procedures
the group audit team follows a program of planned site visits 
that is designed to ensure that the senior statutory auditor or 
his designate visits each of the full scope locations during the 
year in addition to this the group audit team will visit other 
locations not in full scope on a rotational basis annual report 2014 shire plc 109
opinion on other matters prescribed by engagement letter
in our opinion
  the ﬁ nancial statements have been properly prepared in 
accordance with the provisions of the companies act 2006 
that would have been applied were the group incorporated in 
the united kingdom
  the part of the directors’ remuneration report to be audited 
has been properly prepared in accordance with the 
provisions of the companies act 2006 that would have 
been applied were the group incorporated in the united 
kingdom and
  the information given in the strategic report and the 
directors’ report for the ﬁ nancial year for which the 
ﬁ nancial statements are prepared is consistent with the 
ﬁ nancial statements
matters on which we are required to report by exception
adequacy of explanations received and accounting 
records
under the companies jersey law 1991 we are required 
to report to you if in our opinion
  we have not received all the information and explanations 
we require for our audit or
  proper accounting records have not been kept or returns 
adequate for our audit have not been received from branches 
not visited by us or
  the ﬁ nancial statements are not in agreement with the 
accounting records and returns
we have nothing to report in respect of these matters
corporate governance statement
under the listing rules we are also required to review the 
part of the corporate governance statement relating to the 
company’s compliance with ten provisions of the uk 
corporate governance code we have nothing to report 
arising from our review
our duty to read other information in the annual report
under international standards on auditing uk and ireland 
we are required to report to you if in our opinion information 
in the annual report is
  materially inconsistent with the information in the audited 
ﬁ nancial statements or
  apparently materially incorrect based on or materially 
inconsistent with our knowledge of the group acquired 
in the course of performing our audit or
  otherwise misleading
in particular we are required to consider whether we have 
identifi ed any inconsistencies between our knowledge 
acquired during the audit and the directors’ statement that 
they consider the annual report is fair balanced and 
understandable and whether the annual report appropriately 
discloses those matters that we communicated to the audit 
committee which we consider should have been disclosed 
we confi rm that we have not identifi ed any such 
inconsistencies or misleading statements
respective responsibilities of directors and auditor
as explained more fully in the directors’ responsibilities 
statement the directors are responsible for the preparation 
of the fi nancial statements and for being satisfi ed that they 
give a true and fair view our responsibility is to audit and 
express an opinion on the fi nancial statements in accordance 
with applicable law and international standards on auditing 
uk and ireland those standards require us to comply with 
the auditing practices board’s ethical standards for auditors 
we also comply with international standard on quality 
control 1 uk and ireland our audit methodology and tools 
aim to ensure that our quality control procedures are effective 
understood and applied our quality controls and systems 
include our dedicated professional standards review team 
and independent partner reviews
this report is made solely to the company’s members as 
a body in accordance with article 113a of the companies 
jersey law 1991 our audit work has been undertaken so 
that we might state to the company’s members those matters 
we are required to state to them in an auditor’s report andor 
those further matters we expressly agreed to report to them 
on in our engagement letter and for no other purpose to the 
fullest extent permitted by law we do not accept or assume 
responsibility to anyone other than the company and the 
company’s members as a body for our audit work for this 
report or for the opinions we have formed
scope of the audit of the ﬁ nancial statements
an audit involves obtaining evidence about the amounts 
and disclosures in the fi nancial statements suffi cient to give 
reasonable assurance that the fi nancial statements are free 
from material misstatement whether caused by fraud or error 
this includes an assessment of whether the accounting 
policies are appropriate to the group’s circumstances and 
have been consistently applied and adequately disclosed the 
reasonableness of signifi cant accounting estimates made by 
the directors and the overall presentation of the fi nancial 
statements in addition we read all the fi nancial and non
fi nancial information in the annual report to identify material 
inconsistencies with the audited fi nancial statements and to 
identify any information that is apparently materially incorrect 
based on or materially inconsistent with the knowledge 
acquired by us in the course of performing the audit if we 
become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
james bates
for and on behalf of deloitte llp
chartered accountants and recognized auditors
london united kingdom
february 24 2015
strategic report governance financial statements other information 110 shire plc annual report 2014
consolidated balance sheets
in millions of us dollars except share data
 notes 
december 31
2014
’m
december 31
2013
’m
assets   
current assets   
cash and cash equivalents 29824 22394 
restricted cash 546 222 
accounts receivable net 8 10351 9612 
inventories 9 5448 4553 
assets held for sale –  316 
deferred tax asset 28 3447 3156 
prepaid expenses and other current assets 11 2215 2630 
total current assets 51831 42883 
noncurrent assets   
investments 437 318 
property plant and equipment net 12 8375 8918 
goodwill 13 24749 6246 
other intangible assets net 14 49344 23126 
deferred tax asset 28 1121 141 1 
other noncurrent assets 464 328 
total assets 136321 83230 
liabilities and equity   
current liabilities   
accounts payable and accrued expenses 15 19094 16884 
short term borrowings 17 8500  – 
other current liabilities 16 2625 1195 
total current liabilities 30219 1807 9 
noncurrent liabilities   
deferred tax liability 28 12106 5606 
other noncurrent liabilities 18 7367 5885 
total liabilities 49692 2957 0 
commitments and contingencies 19
equity   
common stock of 5p par value 1000 million shares authorized and 5991 million shares issued and 
 outstanding 2013 1000 million shares authorized and 5975 million shares issued and outstanding 23 587 586 
additional paidin capital 43380 41863 
treasury stock 106 million shares 2013 134 million shares 23 3459 4506
accumulated other comprehensive lossincome 20 315 1102 
retained earnings 46436 14615 
total equity 86629 53660 
total liabilities and equity  136321 83230 
the accompanying notes are an integral part of these consolidated fi nancial statements
approved by the board and signed on its behalf by
dr flemming ornskov
chief executive offi cer
february 24 2015 annual report 2014 shire plc 111
consolidated statements of income 
in millions of us dollars except share and per share data
 notes 
2014 
’m 
2013 
’m
2012 
’m 
revenues
product sales  58304 47575 42529 
royalties  1608 1537 2416 
other revenues  309 231 329 
total revenues  60221 49343 45274 
costs and expenses    
cost of product sales  9793 6708 5858 
research and development
1
 10675 9334 9530 
selling general and administrative
1
 20258 16513 19480 
goodwill impairment charge 13 – 71 – 
gain on sale of product rights 5 882 159 181
reorganization costs 6 1809 882 – 
integration and acquisition costs 7 1588 1341 135 
total operating expenses  43241 32008 34822 
operating income from continuing operations  16980 17335 10452 
interest income  247 21 30 
interest expense  308 381 382
other incomeexpense net  89 39 22
receipt of break fee 26 16354  –  – 
income from continuing operations before income taxes 
 and equity in earnings of equity method investees  33362 16936 10078 
income taxes 28 561 2779 2031
equity in earnings of equity method investees net of taxes  27 39 10 
income from continuing operations net of taxes  32828 14196 8057 
gainloss from discontinued operations net of taxes 10 1227 7545 603
net income  34055 6651 7454 
earnings per ordinary share – basic    
earnings from continuing operations  5596c 2572c 1451c
gainloss from discontinued operations 1 209c 1367c 109c
earnings per ordinary share – basic  5805c 1205c 1342c
earnings per ordinary share – diluted    
earnings from continuing operations  5552c 2453c 1410c
gainloss from discontinued operations 1 208c 127 8c 101c
earnings per ordinary share – diluted 5760c 117 5c 1309c
weighted average number of shares millions 
basic 24 5867 5520 5554 
diluted 24 5913 5903 5935 
1
 research and development “rd” includes intangible asset impairment charges of 1903 million for the year to december 31 2014 2013 199 million 
2012 712 million selling general and administrative “sga” costs include amortization of intangible assets relating to intellectual property rights acquired 
of 2438 million for the year to december 31 2014 2013 1520 million 2012 2803 million 
the accompanying notes are an integral part of these consolidated fi nancial statements
 
strategic report governance financial statements other information 112 shire plc annual report 2014
consolidated statements of comprehensive income
in millions of us dollars
 
2014
’m
2013
’m 
2012
’m 
net income 34055 6651 7454 
other comprehensive income   
foreign currency translation adjustments 1361 253 237 
  unrealized holding lossgain on availableforsale securities net of taxes of 13 million 
01 million and 25 million 56 20 29 
comprehensive income 32638 6884 7720 
the components of accumulated other comprehensive income as at december 31 2014 and december 31 2013 are 
as follows
 
december 31
2014
’m
december 31
2013
’m
foreign currency translation adjustments 257 1104 
unrealized holding loss on availableforsale securities net of taxes 58 02
accumulated other comprehensive lossincome 315 1102 
the accompanying notes are an integral part of these consolidated fi nancial statements annual report 2014 shire plc 113
consolidated statements of changes in equity
in millions of us dollars except share data
shire plc shareholders’ equity
common
stock
number of
shares
m’s
common
stock
’m
additional
paidin
capital
’m
treasury
stock
’m
accumulated
other
comprehensive
lossincome
’m
retained
earnings
’m
total
equity
’m
as at january 1 2014 5975 586 41863 4506 1102 14615 53660 
net income – – – – – 34055 34055 
other comprehensive loss net of tax – – – – 1417 – 1417
options exercised 16 01  151 – – – 152 
sharebased compensation – – 970 – – – 970 
tax benefit associated with exercise of 
stock options – – 396 – – – 396 
shares released by employee benefit 
trust “ebt” to satisfy exercise of stock 
options – – – 1047 – 1022 25 
dividends – – – – – 1212 1212
as at december 31 2014 5991 587 43380 3459 315 46436 86629 
the accompanying notes are an integral part of these consolidated fi nancial statements
dividends per share
during the year to december 31 2014 shire plc declared and paid dividends of 2076 us cents per ordinary share 
equivalent to 6228 us cents per ads totalling 1212 million
shire plc shareholders’ equity
common
stock
number of
shares
m’s
common
stock
’m
additional
paidin
capital
’m
treasury
stock
’m
accumulated
other
comprehensive
income
’m
retained
earnings
’m
total
equity
’m
as at january 1 2013 5625 557 29815 3104 869 9955 38092 
net income – – – – – 6651 6651 
other comprehensive income net of tax – – – – 233 – 233 
options exercised 12 01 161 – – – 162 
convertible bonds conversion to ordinary 
shares 338 28 10987 – – – 11015 
sharebased compensation – – 781 – – – 781 
tax benefit associated with exercise of 
stock options – – 119 – – – 119 
shares purchased by employee benefit 
trust “ebt” – – – 500 – – 500
shares purchased under share buyback 
program – – – 1938 – – 1938
shares released by ebt to satisfy exercise 
of stock options – – – 1036 – 1027 09 
dividends – – – – – 964 964
as at december 31 2013 5975 586 41863 4506 1102 14615 53660 
the accompanying notes are an integral part of these consolidated fi nancial statements
dividends per share
during the year to december 31 2013 shire plc declared and paid dividends of 1760 us cents per ordinary share 
equivalent to 5280 us cents per ads totaling 964 million
strategic report governance financial statements other information 114 shire plc annual report 2014
consolidated statements of changes in equity
in millions of us dollars except share data 
continued
shire plc shareholders’ equity
common
stock
number of
shares
m’s
common
stock
’m
additional
paidin
capital
’m
treasury
stock
’m
accumulated
other
comprehensive
income
’m
retained
earnings
’m
total
equity
’m
as at january 1 2012 5625 557 28533 2872 603 5029 31850 
net income – – – – – 7454 7454 
other comprehensive income net of tax – – – – 266 – 266 
options exercised – – 01 – – – 01 
sharebased compensation – – 880 – – – 880 
tax benefit associated with exercise of 
stock options – – 401 – – – 401 
shares purchased by ebt – – – 993 – – 993
shares purchased under share buyback 
program – – – 1065 – – 1065
shares released by ebt to satisfy 
 exercise of stock options – – – 1826 – 1665 161 
dividends – – – – – 863 863
as at december 31 2012 5625 557 29815 3104 869 9955 38092 
the accompanying notes are an integral part of these consolidated fi nancial statements
dividends per share
during the year to december 31 2012 shire plc declared and paid dividends of 1532 us cents per ordinary share 
equivalent to 4596 us cents per ads totaling 863 million annual report 2014 shire plc 115
consolidated statements of cash ﬂ ows
in millions of us dollars
 
2014
’m
2013
’m 
2012
’m 
cash flows from operating activities
net income 34055 6651 7454 
adjustments to reconcile net income to net cash provided by operating activities 
depreciation and amortization 4073 3244 3086 
share based compensation 970 774 871 
change in fair value of contingent consideration 147 1591 92 
impairment of intangible assets 1903 199 1979 
goodwill impairment charge – 1989 – 
impairment of assets held for sale – 6369 – 
write down of assets 143 582 09 
gain on sale of product rights 546 159 181
unwind of viropharma inventory fair value stepup 919 – – 
other net 151 83 74 
movement in deferred taxes 143 3499 583
equity in earnings of equity method investees 27 39 10
changes in operating assets and liabilities    
increasedecrease in accounts receivable 661 1483 222 
increase in sales deduction accruals 1076 1775 427 
increase in inventory 253 366 882
decreaseincrease in prepayments and other assets 424 609 145
increase in accounts and notes payable and other liabilities 53 679 1367 
returns on investment from joint venture – 31 49 
net cash provided by operating activities
a
42284 14630 13829 
cash flows from investing activities    
movements in restricted cash 326 53 35 
purchases of subsidiary undertakings and businesses net of cash acquired 41044 2278 970
purchases of noncurrent investments 231 106 180
proceeds from shortterm investments 578 – – 
purchases of ppe 770 157 0 1496
purchases of intangible assets – – 435
proceeds received on sale of product rights 1270 192 178 
return on investments – 54 – 
proceeds from disposal of noncurrent investments 215 121 72 
other net 02 31 86 
net cash used in investing activities
b
40306 3609 2710
strategic report governance financial statements other information 116 shire plc annual report 2014
consolidated statements of cash ﬂ ows
in millions of us dollars
continued
 
2014
’m
2013
’m 
2012
’m 
cash flows from financing activities
proceeds from revolving line of credit longterm and shortterm borrowings 23108 – – 
repayment of revolving line of credit and short term borrowings 14618 – – 
repayment of debt acquired through business combinations 5515 – – 
proceeds from viropharma call options 3467 – – 
payment of dividend 1212 964 863
excess tax benefit associated with exercise of stock options 397 134 407 
proceeds from exercise of options 174 172 162 
contingent consideration payments 152 141 58
facility arrangement fee 102 139 – 
payments to acquire shares under the share buyback program – 1938 1065
payments to acquire shares by the ebt – 500 993
other net 02 70 33
net cash provided byused in financing activities
c
5545 3446 2443
effect of foreign exchange rate changes on cash and cash equivalents
d
93 03 54
net increase in cash and cash equivalents
abcd
7430 7572 8622 
cash and cash equivalents at beginning of period 22394 14822 6200 
cash and cash equivalents at end of period 29824 22394 14822 
supplemental information associated with continuing operations
 
2014
’m
2013
’m 
2012
’m 
interest paid 145 299 346
income taxes paid 2006 2902 1992
repayment from canadian revenue authorities 4170 – – 
receipt of break fee see note 26 16354 – – 
the accompanying notes are an integral part of these consolidated fi nancial statements annual report 2014 shire plc 117
notes to the consolidated ﬁ nancial statements
in millions of us dollars except where indicated
1 description of operations
shire plc and its subsidiaries collectively referred to as either 
“shire” or the “company” is a leading biopharmaceutical 
company that focuses on developing and marketing 
innovative specialty medicines for patients with rare diseases 
and other specialty conditions 
the company has grown both organically and through 
acquisition completing a series of major transactions that 
have brought therapeutic geographic and pipeline growth 
and diversifi cation the company will continue to conduct 
its own rd focused on rare diseases as well as evaluate 
companies products and pipeline opportunities that offer a 
good strategic fi t and have the potential to deliver value 
to all of the company’s stakeholders patients physicians 
policy makers payers investors and employees
2 summary of signiﬁ cant accounting policies
a basis of preparation
the accompanying consolidated fi nancial statements include 
the accounts of shire plc all of its subsidiary undertakings 
and the income access share trust after elimination of 
intercompany accounts and transactions they have been 
prepared in accordance with generally accepted accounting 
principles in the united states of america “us gaap” and 
us securities and exchange commission “sec” regulations 
for annual reporting
b use of estimates in consolidated ﬁ nancial statements
the preparation of consolidated fi nancial statements in 
conformity with us gaap and sec regulations requires 
management to make estimates and assumptions that affect 
the reported amounts of assets and liabilities disclosure of 
contingent assets and liabilities at the date of the 
consolidated fi nancial statements and reported amounts of 
revenues and expenses during the reporting period 
estimates and assumptions are primarily made in relation to 
the valuation of intangible assets sales deductions income 
taxes including provisions for uncertain tax positions and the 
realization of deferred tax assets provisions for litigation and 
legal proceedings contingent consideration receivable from 
product divestments contingent consideration payable in 
respect of business combinations and asset purchases and 
assets held for sale if actual results differ from the 
company’s estimates or to the extent these estimates are 
adjusted in future periods the company’s results of 
operations could either benefi t from or be adversely affected 
by any such change in estimate
c revenue recognition
the company recognizes revenue when all of the following 
conditions are met
  there is persuasive evidence of an agreement 
or arrangement
  delivery of products has occurred or services 
have been rendered
  the seller’s price to the buyer is ﬁ xed or 
determinable and
  collectability is reasonably assured
where applicable all revenues are stated net of value added 
and similar taxes and trade discounts no revenue is 
recognized for consideration the value or receipt of which 
is dependent on future events or future performance
the company’s principal revenue streams and their 
respective accounting treatments are discussed below
product sales
revenue for the sale of products is recognized when 
delivery has occurred and substantially all the risks and 
rewards of ownership have been transferred to the customer 
provisions for rebates product returns and discounts to 
customers are provided for as reductions to revenue in 
the same period as the related sales are recorded 
the provisions made at the time of revenue recognition are 
based on historical experience and updated for changes 
in facts and circumstances including the impact of new 
legislation and loss of a product’s exclusivity these 
provisions are recognized as a reduction to revenues
royalty income
royalty income relating to licensed technology is 
recognized when the licensee sells the underlying product 
with the amount of royalty income recorded based on sales 
information received from the relevant licensee the company 
estimates sales amounts and related royalty income based on 
the historical product information for any period that the sales 
information is not available from the relevant licensee
licensing revenues
other revenue includes revenues derived from product 
outlicensing arrangements which typically consist of an 
initial upfront payment to shire by the licensee on inception 
of the license and subsequent milestone payments to 
shire by the licensee contingent on the achievement of 
certain clinical and sales milestones product outlicensing 
arrangements often require the company to provide multiple 
deliverables to the licensee
initial license fees received in connection with product 
outlicensing agreements entered into prior to january 1 
2011 were deferred and are recognized over the period in 
which the company has continuing substantive performance 
obligations typically the period over which the company 
participates in the development of the outlicensed product 
even where such fees are nonrefundable and not creditable 
against future royalty payments
for product outlicencing arrangements entered into or 
subject to material modifi cation after january 1 2011 
consideration received is allocated between each of the 
separable elements in the arrangement using the relative 
selling price method an element is considered separable 
if it has value to the customer on a standalone basis 
the selling price used for each separable element will be 
based on vendor specifi c objective evidence “vsoe” 
if available third party evidence if vsoe is not available 
or estimated selling price if neither vsoe nor third party 
evidence is available revenue is then recognized as each 
of the separable elements to which the revenue has been 
allocated is delivered
strategic report governance financial statements other information 118 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
e collaborative arrangements
the company enters into collaborative arrangements 
to develop and commercialize drug candidates 
these collaborative arrangements often require upfront 
milestone royalty or profi t share payments or a combination 
of these with payments often contingent upon the success 
of the related development and commercialization efforts 
collaboration agreements entered into by the company 
may also include expense reimbursements or other such 
payments to the collaborating partner
the company reports costs incurred and revenue generated 
from transactions with third parties as well as payments 
between parties to collaborative arrangements either on a 
gross or net basis depending on the characteristics of the 
collaborative relationship
f cost of product sales
cost of product sales includes the cost of purchasing fi nished 
product for sale the cost of raw materials and manufacturing 
for those products that are manufactured by the company 
shipping and handling costs depreciation and amortization 
of intangible assets in respect of favorable manufacturing 
contracts royalties payable to third party intellectual property 
owners on sale of company’s products are also included in 
cost of product sales
g leased assets
the costs of operating leases are charged to operations 
on a straightline basis over the lease term even if rental 
payments are not made on such a basis
assets acquired under capital leases are included in the 
consolidated balance sheet as property plant and equipment 
and are depreciated over the shorter of the period of the 
lease or their useful lives the capital element of future 
lease payments is recorded as a liability while the interest 
element is charged to operations over the period of the 
lease to produce a level yield on the balance of the capital 
lease obligation
h advertising expense
the company expenses the cost of advertising as incurred 
advertising costs amounted to 564 million 609 million 
and 858 million for the years to december 31 2014 
2013 and 2012 respectively and were included within 
selling general and administrative “sga” expenses
i research and development “rd” expense
rd costs are expensed as incurred upfront and milestone 
payments made to third parties for inlicensed products that 
have not yet received marketing approval and for which no 
alternative future use has been identifi ed are also expensed 
as incurred
milestone payments made to third parties on and subsequent 
to regulatory approval are capitalized as intangible assets 
and amortized over the remaining useful life of the 
related product
milestone payments which are nonrefundable non creditable 
and contingent on achieving certain clinical milestones are 
recognized as revenues either on achievement of such 
milestones if the milestones are considered substantive or 
over the period the company has continuing substantive 
performance obligations if the milestones are not considered 
substantive if milestone payments are creditable against 
future royalty payments the milestones are deferred and 
released over the period in which the royalties are anticipated 
to be paid
d sales deductions 
i rebates
rebates primarily consist of statutory rebates to state 
medicaid agencies and contractual rebates with health
maintenance organizations these rebates are based on 
price differentials between a base price and the selling price 
as a result rebates generally increase as a percentage of the 
selling price over the life of the product as prices increase 
provisions for rebates are recorded as reductions to revenue 
in the same period as the related sales are recorded with the 
amount of the rebate based on the company’s best estimate 
if any uncertainty exists over the unit rebate amount and with 
estimates of future utilization derived from historical trends
ii returns
the company estimates the proportion of recorded revenue 
that will result in a return based on historical trends and when 
applicable specifi c factors affecting certain products at the 
balance sheet date the accrual is recorded as a reduction to 
revenue in the same period as the related sales are recorded 
iii coupons 
the company uses coupons as a form of sales incentive an 
accrual is established based on the company’s expectation 
of the level of coupon redemption estimated using historical 
trends the accrual is recorded as a reduction to revenue in 
the same period as the related sales are recorded or the date 
the coupon is offered if later than the date the related sales 
are recorded
iv discounts
the company offers cash discounts to customers for 
the early payment of receivables which are recorded as 
reductions to revenue and accounts receivable in the same 
period as the related sale is recorded
v wholesaler chargebacks
the company has contractual agreements whereby it 
supplies certain products to third parties at predetermined 
prices wholesalers acting as intermediaries in these 
transactions are reimbursed by the company if the 
predetermined prices are less than the prices paid by 
the wholesaler to the company accruals for wholesaler 
chargebacks which are based on historical trends are 
recorded as reductions to revenue in the same period 
as the related sales are recorded
2 summary of signiﬁ cant accounting policies continued annual report 2014 shire plc 119
strategic report governance financial statements other information
m income taxes
uncertain tax positions are recognized in the consolidated 
fi nancial statements for positions which are considered more 
likely than not of being sustained based on the 
technical merits of the position on audit by the tax 
authorities the measurement of the tax benefi t recognized 
in the consolidated fi nancial statements is based upon 
the largest amount of tax benefi t that in management’s 
judgment is greater than 50 likely of being realized based 
on a cumulative probability assessment of the possible 
outcomes the company recognizes interest and penalties 
relating to unrecognized tax benefi ts within income taxes
the company recognizes interest and penalties relating to 
income taxes within income taxes interest income on 
cash required to be deposited with the tax authorities is 
recognized within interest income
deferred tax assets and liabilities are recognized for 
differences between the carrying amounts of assets and 
liabilities in the consolidated fi nancial statements and the 
tax bases of assets and liabilities that will result in future 
taxable or deductible amounts the deferred tax assets 
and liabilities are measured using the enacted tax laws 
and rates applicable to the periods in which the differences 
are expected to affect taxable income 
deferred tax assets are reduced by a valuation allowance 
when in the opinion of management it is more likely than 
not that some portion or all of the deferred tax assets will 
not be realized
n earnings per share
basic earnings per share is based upon net income 
attributable to the company divided by the weighted 
average number of ordinary shares outstanding during 
the period diluted earnings per share is based upon net 
income attributable to the company adjusted for the impact 
of interest expense on convertible debt on an “ifconverted” 
basis when the effect is dilutive and prior to the actual 
conversion or redemption of such debt divided by the 
weighted average number of ordinary share equivalents 
outstanding during the period adjusted for the dilutive 
effect of all potential ordinary shares equivalents that were 
outstanding during the year such potentially dilutive shares 
are excluded when the effect would be to increase diluted 
earnings per share or reduce the diluted loss per share 
o sharebased compensation
sharebased compensation represents the cost of share
based awards granted to employees the company 
measures sharebased compensation cost for awards 
classifi ed as equity at the grant date based on the estimated 
fair value of the award predominantly all of the company’s 
awards have service andor performance conditions and 
the fair values of these awards are estimated using a 
blackscholes valuation model 
j valuation and impairment of longlived assets 
other than goodwill indeﬁ nite lived intangible assets 
and investments
the company evaluates the carrying value of longlived 
assets other than goodwill indefi nite lived intangible 
assets and investments for impairment whenever events 
or changes in circumstances indicate that the carrying 
amounts of the relevant assets may not be recoverable 
when such a determination is made management’s estimate 
of undiscounted cash fl ows to be generated by the use and 
ultimate disposition of these assets is compared to the 
carrying value of the assets to determine whether the carrying 
value is recoverable if the carrying value is deemed not to be 
recoverable the amount of the impairment recognized in the 
consolidated fi nancial statements is determined by estimating 
the fair value of the relevant assets and recording an 
impairment loss for the amount by which the carrying value 
exceeds the estimated fair value this fair value is usually 
determined based on estimated discounted cash fl ows
k finance costs of debt
finance costs relating to debt issued are recorded as 
a deferred charge and amortized to the consolidated 
statements of income over the period to the earliest 
redemption date of the debt using the effective interest 
rate method on extinguishment of the related debt any 
unamortized deferred fi nancing costs are written off and 
charged to interest expense in the consolidated statements 
of income
l foreign currency
monetary assets and liabilities in foreign currencies are 
translated into the functional currency of the relevant 
subsidiary in which they arise at the rate of exchange ruling at 
the balance sheet date transactions in foreign currencies are 
translated into the relevant functional currency at the rate of 
exchange ruling at the date of the transaction transaction 
gains and losses other than those related to current and 
deferred tax assets and liabilities are recognized in arriving 
at income from operations before income taxes and equity in 
earnings of equity method investees transaction gains and 
losses arising on foreign currency denominated current and 
deferred tax assets and liabilities are included within income 
taxes in the consolidated statements of income
the results of operations for subsidiaries whose functional 
currency is not the us dollar are translated into the us dollar 
at the average rates of exchange during the period with the 
subsidiaries’ balance sheets translated at the rates ruling at 
the balance sheet date the cumulative effect of exchange 
rate movements is included in a separate component of 
other comprehensive income
foreign currency exchange transaction losses included 
in consolidated statements of income in the years to 
december 31 2014 2013 and 2012 amounted to 
156 million 87 million and 35 million respectively
2 summary of signiﬁ cant accounting policies continued 120 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
inventories include costs relating to both marketed products 
and for certain products cost incurred prior to regulatory 
approval inventories are capitalized prior to regulatory 
approval if the company considers that it is highly probable 
that the us food and drug administration “fda” or another 
regulatory body will grant commercial and manufacturing 
approval for the relevant product and it is highly probable 
that the value of capitalized inventories will be recovered 
through commercial sale
inventories are written down for estimated obsolescence or 
unmarketable inventory equal to the difference between the 
cost of inventory and estimated market value based upon 
assumptions about future demand and market conditions 
if actual market conditions are less favorable than those 
anticipated inventory adjustments may be required 
s assets heldforsale
an asset or asset disposal group is classifi ed as heldforsale 
when amongst other things the company has committed 
to a plan of disposition the asset or asset disposal group is 
available for immediate sale and the plan is not expected to 
change signifi cantly assets heldforsale are carried at the 
lower of their carrying amount or fair value less cost to sell
the company does not record depreciation or amortization 
on assets classifi ed as heldforsale
t investments
the company has certain investments in pharmaceutical and 
biotechnology companies
investments are accounted for using the equity method of 
accounting if the investment gives the company the ability 
to exercise signifi cant infl uence but not control over the 
investee signifi cant infl uence is generally deemed to exist if 
the company has an ownership interest in the voting stock of 
the investee between 20 and 50 although other factors 
such as representation on the investee’s board of directors 
and the nature of commercial arrangements are considered 
in determining whether the equity method of accounting is 
appropriate under the equity method of accounting the 
company records its investments in equitymethod investees 
in the consolidated balance sheet under investments and its 
share of the investees’ earnings or losses together with 
otherthantemporary impairments in value under equity in 
earnings of equity method investees in the consolidated 
statements of income
all other equity investments which consist of investments 
for which the company does not have the ability to exercise 
signifi cant infl uence are accounted for under the cost 
method or at fair value investments in private companies are 
carried at cost less provisions for otherthantemporary 
impairment in value for public companies that have readily 
determinable fair values the company classifi es its equity 
investments as availableforsale and accordingly records 
these investments at their fair values with unrealized holding 
gains and losses included in the consolidated statement of 
comprehensive income net of any related tax effect realized 
gains and losses and declines in value of availableforsale 
securities judged to be otherthantemporary are included in 
other income net the cost of securities sold is based on the 
specifi c identifi cation method interest on securities classifi ed 
as availableforsale are included as interest income
for sharebased compensation awards which cliff vest the 
company recognizes the cost of the relevant sharebased 
payment award as an expense on a straightline basis net 
of estimated forfeitures over the employee’s requisite service 
period for those sharebased compensation awards with a 
graded vesting schedule the company recognizes the cost 
of the relevant sharebased payment award as an expense 
on a straightline basis net of estimated forfeitures over the 
requisite service period for the entire award that is over the 
requisite service period for the last separately vesting portion 
of the award the sharebased compensation expense is 
recorded in cost of product sales rd sga and 
reorganization costs in the consolidated statements of 
income based on the employees’ respective functions
the company records deferred tax assets for awards that 
result in deductions on the company’s income tax returns 
based on the amount of compensation cost recognized and 
the company’s statutory tax rate in the jurisdiction in which 
it will receive a deduction differences between the deferred 
tax assets recognized for fi nancial reporting purposes and 
the actual tax deduction reported on the company’s 
income tax return are recorded in additional paidin capital 
if the tax deduction exceeds the deferred tax asset or in the 
consolidated statements of income if the deferred tax asset 
exceeds the tax deduction and no additional paidin capital 
exists from previous awards
the company’s sharebased compensation plans are 
described more fully in note 30
p cash and cash equivalents
cash and cash equivalents are defi ned as shortterm highly 
liquid investments with original maturities of 90 days or less 
q financial instruments – derivatives 
the company uses derivative fi nancial instruments to 
manage its exposure to foreign exchange risk principally 
associated with intercompany fi nancing these instruments 
consist of swap and forward foreign exchange contracts 
the company does not apply hedge accounting for these 
instruments the fair values of these instruments are included 
on the balance sheet in current assetsliabilities with changes 
in the fair value recognized in the consolidated statements 
of income the cash fl ows relating to these instruments are 
presented within net cash provided by operating activities 
in the consolidated statement of cash fl ows unless the 
derivative instruments are economically hedging specifi c 
investing or fi nancing activities
r inventories
inventories are stated at the lower of cost or market cost 
incurred in bringing each product to its present location and 
condition is based on purchase costs calculated on a fi rstin 
fi rstout basis including transportation costs
2 summary of signiﬁ cant accounting policies continued annual report 2014 shire plc 121
strategic report governance financial statements other information
goodwill is reviewed for impairment by comparing the 
carrying value of the reporting unit’s net assets including 
allocated goodwill to the fair value of the reporting unit 
if the reporting unit’s carrying amount is greater than its 
fair value a second step is performed whereby the portion 
of the reporting unit’s fair value relating to goodwill is 
compared to the carrying value of the reporting unit’s 
goodwill the company recognizes a goodwill impairment 
charge for the amount by which the carrying value of goodwill 
exceeds its estimated fair value in the year to december 31 
2013 the company has recorded an impairment charge of 
1989 million related to the goodwill allocated to the 
company’s former regenerative medicine “rm” reporting 
unit see note 13 for further details
ii other intangible assets
other intangible assets principally comprise intellectual 
property rights for products with a defi ned revenue stream 
acquired product technology and iprd intellectual property 
rights for currently marketed products and acquired product 
technology are recorded at fair value and amortized over the 
estimated useful life of the related product which ranges from 
4 to 23 years weighted average 186 years iprd acquired 
through a business combination is capitalized as an indefi nite 
lived intangible asset until the completion or abandonment of 
the associated rd efforts iprd is reviewed for impairment 
using a “onestep” approach which compares the fair value of 
the iprd asset with its carrying amount an impairment loss 
is recognized to the extent that the carrying value exceeds 
the fair value of the iprd asset once the rd efforts 
are completed the useful life of the relevant assets will be 
determined and the iprd asset amortized over this useful 
economic life 
the following factors where applicable are considered in 
estimating the useful lives of other intangible assets
  expected use of the asset
  regulatory legal or contractual provisions including the 
regulatory approval and review process patent issues and 
actions by government agencies
  the effects of obsolescence changes in demand competing 
products and other economic factors including the stability 
of the market known technological advances development 
of competing drugs that are more effective clinically or 
economically 
  actions of competitors suppliers regulatory agencies 
or others that may eliminate current competitive 
advantages and
  historical experience of renewing or extending similar 
arrangements
when a number of factors apply to an intangible asset these 
factors are considered in combination when determining the 
appropriate useful life for the relevant asset
u property plant and equipment
property plant and equipment is shown at cost reduced for 
impairment losses net of accumulated depreciation the cost 
of signifi cant assets includes capitalized interest incurred 
during the construction period depreciation is recorded on a 
straightline basis at rates calculated to write off the cost less 
estimated residual value of each asset over its estimated 
useful life as follows
buildings 15 to 50 years
offi ce furniture fi ttings and 
equipment 3 to 10 years
warehouse laboratory and 
manufacturing equipment 3 to 15 years
the cost of land is not depreciated assets under the course 
of construction are not depreciated until the relevant assets 
are available and ready for their intended use
expenditures for maintenance and repairs are charged to the 
consolidated statements of income as incurred the costs 
of major renewals and improvements are capitalized at the 
time property plant and equipment is retired or otherwise 
disposed of the cost and accumulated depreciation are 
eliminated from the asset and accumulated depreciation 
accounts the profi t or loss on such disposition is refl ected 
in operating income
v goodwill and other intangible assets
i goodwill
in business combinations completed subsequent to january 
1 2009 goodwill represents the excess of the fair value of the 
consideration given and the fair value of any noncontrolling 
interest in the acquiree over the fair value of the identifi able 
assets and liabilities acquired for business combinations 
completed prior to january 1 2009 goodwill represents the 
excess of the fair value of the consideration given over the 
fair value of the identifi able assets and liabilities acquired
goodwill is not amortized but instead is reviewed for 
impairment at least annually or whenever events or changes 
in circumstances indicate that the carrying value may not 
be recoverable for the purpose of assessing the carrying 
value of goodwill for impairment goodwill is allocated at 
the company’s reporting unit level events or changes in 
circumstances which could trigger an impairment review 
include but are not limited to signifi cant underperformance 
of a reporting unit relative to expected historical or projected 
future operating results signifi cant changes in the manner of 
the company’s use of acquired assets or the strategy for the 
overall business and signifi cant negative industry trends
2 summary of signiﬁ cant accounting policies continued 122 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
to be adopted in future periods
reporting discontinued operations and disclosures of 
disposals of components of an entity
in april 2014 the fasb issued guidance on the reporting 
of discontinued operations and disclosures of disposals 
of components of an entity the amendments in this 
update revise the defi nition of discontinued operations by 
limiting discontinued operations reporting to disposals of 
components of an entity that represent strategic shifts that 
have or will have a major effect on an entity’s operations and 
fi nancial results the guidance requires expanded disclosures 
for discontinued operations which provide users of fi nancial 
statements with more information about the assets liabilities 
revenues and expenses of discontinued operations the 
guidance also requires an entity to disclose the pretax profi t 
or loss of an individually signifi cant component of an entity 
that does not qualify for discontinued operations reporting 
the guidance will be effective for disposals or classifi cations 
as heldforsale of components of an entity that occur within 
annual periods beginning on or after december 15 2014 
early adoption is permitted but only for disposals or 
classifi cations as heldforsale that have not been reported 
in fi nancial statements previously issued or available for 
issuance the company does not expect the adoption of 
this guidance to have a material effect on its consolidated 
fi nancial position results of operations and cash fl ows
revenue from contracts with customers
in may 2014 the fasb and the international accounting 
standards board together as the “accounting standards 
boards” issued a new accounting standard that is intended 
to clarify and converge the fi nancial reporting requirements 
for revenue from contracts with customers the core principle 
of the standard is that an “entity recognizes revenue to depict 
the transfer of promised goods or services to customers in 
an amount that refl ects the consideration to which the entity 
expects to be entitled in exchange for those goods or 
services” to achieve that core principle the accounting 
standard boards developed a fi vestep model as presented 
below and related application guidance which will replace 
most existing revenue recognition guidance in us gaap  
fivestep model
step 1 identify the contracts with a customer 
step 2 identify the performance obligations in the contract 
step 3 determine the transaction price 
step 4  allocate the transaction price to the performance 
obligations in the contract 
step 5  recognize revenue when or as the entity satisfi es 
a performance obligation
the accounting standards boards also issued new qualitative 
and quantitative disclosure requirements as part of the new 
accounting standard which aims to enable fi nancial statement 
users to understand the nature amount timing and 
uncertainty of revenue and cash fl ows arising from contracts 
with customers the guidance is effective for annual periods 
beginning after december 15 2016 early adoption is not 
permitted the company is currently evaluating the impact 
of adopting this guidance
w nonmonetary transactions 
the company enters into certain nonmonetary transactions 
that involve either the granting of a license over the 
company’s patents or the disposal of an asset or group of 
assets in exchange for a nonmonetary asset usually equity 
the company accounts for these transactions at fair value 
if the company is able to determine the fair value within 
reasonable limits to the extent the company concludes that 
it is unable to determine the fair value of a transaction that 
transaction is accounted for at the recorded amounts of the 
assets exchanged management is required to exercise its 
judgment in determining whether or not the fair value of the 
asset received or given up can be determined
x new accounting pronouncements
adopted during the periods
push down accounting in a business combination
in november 2014 the financial accounting standards 
board “fasb” issued guidance on whether and at what 
threshold an acquired entity that is a business can apply 
pushdown accounting in its separate fi nancial statements 
the amendments in this update provide an acquired entity 
with an option to apply pushdown accounting in its separate 
fi nancial statements upon occurrence of an event in which 
an acquirer obtains control of the acquired entity an acquired 
entity should determine whether to elect to apply pushdown 
accounting for each individual changeincontrol event in 
which an acquirer obtains control of the acquired entity 
if pushdown accounting is not applied in the reporting 
period in which the changeincontrol event occurs an 
acquired entity will have the option to elect to apply 
pushdown accounting in a subsequent reporting period to 
the acquired entity’s most recent changeincontrol event 
an election to apply pushdown accounting in a reporting 
period after the reporting period in which the changein
control event occurred should be considered a change in 
accounting principle in accordance with topic 250 
accounting changes and error corrections if pushdown 
accounting is applied to an individual changeincontrol 
event that election is irrevocable if an acquired entity 
elects the option to apply pushdown accounting in its 
separate fi nancial statements it should disclose information 
in the current reporting period that enables users of fi nancial 
statements to evaluate the effect of pushdown accounting
the amendments in this update became effective on 
november 18 2014 after the effective date an acquired 
entity can make an election to apply the guidance to future 
changeincontrol events or to its most recent changein
control event however if the fi nancial statements for the 
period in which the most recent changeincontrol event 
occurred already have been issued or made available to be 
issued the application of this guidance would be a change 
in accounting principle the guidance has been adopted on 
november 18 2014 the adoption of the guidance did not 
impact the company’s consolidated fi nancial position 
results of operations or cash fl ows
2 summary of signiﬁ cant accounting policies continued annual report 2014 shire plc 123
strategic report governance financial statements other information
statutory accounts of shire consisting of the solus accounts 
of shire plc for the year to december 31 2013 prepared 
under uk gaap and in compliance with jersey law have 
been delivered to the registrar of companies for jersey 
the consolidated accounts of the company for the year 
ended december 31 2013 prepared in accordance with 
us gaap  in fulfi llment of the company’s united kingdom 
listing authority “ukla” annual reporting requirements were 
fi led with the ukla the auditor’s reports on these accounts 
were unqualifi ed
statutory accounts of shire consisting of the solus accounts 
of shire plc for the year to december 31 2014 prepared 
under uk gaap and in compliance with jersey law will be 
delivered to the registrar of companies in jersey in 2015 
the company further expects to fi le the consolidated 
accounts of the company for the year to december 31 2014 
prepared in accordance with us gaap  in fulfi llment of the 
company’s ukla annual reporting requirements with the 
ukla in 2015
3 critical accounting estimates 
the preparation of consolidated fi nancial statements in 
conformity with accounting principles generally accepted in 
the united states “us gaap” and sec regulations requires 
management to make estimates and assumptions that affect 
the reported amounts of assets and liabilities disclosure of 
contingent assets and liabilities at the date of the 
consolidated fi nancial statements and reported amounts of 
revenues and expenses during the reporting period 
estimates and assumptions are primarily made in relation to 
the valuation of intangible assets sales deductions income 
taxes including provisions for uncertain tax positions and the 
realization of deferred tax assets provisions for litigation and 
legal proceedings contingent consideration receivable from 
divestments of products or businesses and contingent 
consideration payable in respect of business combinations 
and asset purchases if actual results differ from the 
company’s estimates or to the extent these estimates are 
adjusted in future periods the company’s results of 
operations could either benefi t from or be adversely affected 
by any such change in estimate
i valuation of intangible assets
in accordance with us gaap the company classifi es 
intangible assets into three categories 1 fi nite lived 
intangible assets which are amortized over their estimated 
useful lives 2 intangible assets with indefi nite lives which 
are not subject to amortization and 3 goodwill 
at december 31 2014 the carrying value of the company’s 
fi nite lived intangible assets was 3384 million 2013 1361 
million 2012 2157 million the carrying value of the 
company’s indefi nite lived intangible assets was 1550 
million 2013 952 million 2012 231 million and the 
carrying value of the company’s goodwill was 2475 million 
2013 625 million 2012 645 million the company’s 
indefi nite lived intangible assets relate solely to iprd assets 
acquired through business combinations
elimination of certain financial reporting requirements 
including an amendment to variable interest entities 
guidance in topic 810 consolidation
in june 2014 the fasb issued guidance on the reporting 
requirements for development stage entities the 
amendments in this update simplify the existing guidance 
by removing all incremental fi nancial reporting requirements 
for development stage entities the amendments also 
eliminate an exception provided with respect to development 
stage entities in topic 810 consolidation for determining 
whether an entity is a variable interest entity on the basis of 
the amount of equity that is at risk the elimination of the 
exception may change the consolidation analysis 
consolidation decision and disclosure requirements for 
a reporting entity that has an interest in an entity in the 
development stage the guidance to eliminate the exception 
to the suffi ciencyofequityatrisk criterion for development 
stage entities should be applied retrospectively for annual 
reporting periods beginning after december 15 2015 and 
interim periods therein early application of both of these 
amendments is permitted for any annual reporting period or 
interim period for which the entity’s fi nancial statements have 
not yet been issued the company is currently evaluating the 
impact of adopting this guidance
disclosure of uncertainties about an entity’s ability to 
continue as a going concern
in august 2014 the fasb issued guidance about 
management’s responsibility to evaluate whether there is 
substantial doubt about an entity’s ability to continue as a 
going concern and to provide related footnote disclosures 
an entity’s management should evaluate whether there are 
conditions or events considered in the aggregate that raise 
substantial doubt about the entity’s ability to continue as a 
going concern within one year after the date that the fi nancial 
statements are issued or within one year after the date that 
the fi nancial statements are available to be issued when 
applicable management’s evaluation should be based on 
relevant conditions and events that are known and reasonably 
knowable at the date that the fi nancial statements are issued 
or available to be issued substantial doubt about an entity’s 
ability to continue as a going concern exists when relevant 
conditions and events considered in the aggregate indicate 
that it is probable that the entity will be unable to meet its 
obligations as they become due within one year after the date 
that the fi nancial statements are issued or available to be 
issued the term probable is used consistently with its use 
in topic 450 contingencies the amendments in this update 
are effective for the annual period ending after december 15 
2016 and for annual periods and interim periods thereafter 
early application is permitted the company does not expect 
the adoption of this guidance to have a material effect on its 
consolidated fi nancial position results of operations and 
cash fl ows
y statutory accounts
the consolidated fi nancial statements as at december 31 
2014 and 2013 and for each of the three years in the period 
to december 31 2014 do not comprise statutory accounts 
within the meaning of section 434 of the uk companies act 
2006 or article 104 of the companies jersey law 1991
2 summary of signiﬁ cant accounting policies continued 124 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
i  initial valuation of intangible assets acquired through 
business combinations
the company accounts for business combinations using the 
acquisition method of accounting which requires that the 
assets acquired and liabilities assumed be recorded at the 
date of acquisition at their respective fair values any excess 
of the fair value of consideration given and the fair value 
of any noncontrolling interest over the fair values of the 
identifi able assets and liabilities acquired is recorded as 
goodwill the determination of the estimated fair values 
of acquired intangible assets including determining the 
appropriate unit of account for each intangible asset as well 
as the useful economic life ascribed to fi nite lived intangible 
assets requires the use of signifi cant judgment the use of 
different estimates and assumptions to those used by the 
company could result in a materially different valuation of 
acquired intangible assets which could have a material effect 
on the company’s results of operations 
us gaap provides acquirers with a reasonable time to obtain 
the information necessary to identify and measure the assets 
acquired and liabilities assumed in a business combination 
a measurement period the measurement period cannot 
exceed more than one year from the acquisition date 
in accordance with us gaap  if the initial accounting for 
a business combination is incomplete by the end of the 
reporting period in which the acquisition occurred the 
company reports in its fi nancial statements preliminary 
amounts for those items for which the accounting is 
incomplete which may include intangible assets acquired 
during the measurement period the company considers all 
pertinent factors to determine whether new information 
obtained after the acquisition date regarding the values of 
intangible assets should result in an adjustment to the 
provisional amounts recognized or whether that new 
information results from events that occurred after the 
acquisition date and should result in an adjustment through 
current period earnings depending upon the nature of this 
new information signifi cant judgment may be required in 
determining whether the adjustment should be refl ected as 
an adjustment to provisional amounts or adjusted through 
current period earnings application of a different judgment 
could materially impact the company’s results of operations
initial valuation of ﬁ nite lived intangible assets
at december 31 2014 the carrying value of the company’s 
fi nite lived intangible assets was 3384 million in the year 
to december 31 2014 the company acquired fi nite lived 
intangible assets totaling 2320 million primarily relating to 
the intangible assets for currently marketed products 
acquired with viropharma
the fair values of all fi nite lived identifi able intangible assets 
for commercialized products and developed product 
technologies acquired through business combinations have 
been determined using an income approach on a projectby
project basis using the multiperiod excess earnings method 
the multiperiod excess earnings method starts with a 
forecast of all expected future net cash fl ows which a market 
participant could have either generated or saved as a result of 
ownership of the intellectual property customer relationships 
product technologies and other intangible assets these cash 
fl ows are then adjusted to present value by applying a market 
participant discount rate that refl ects the risk factors that a 
market participant would associate with the cash fl ows to the 
extent the underlying cash fl ows have not similarly been risk 
adjusted forecasting these future cash fl ows requires 
various assumptions to be made including whether and to 
what extent future net cash fl ows are specifi c to shire or 
could also be achieved by a market participant these 
valuations are based on information that is known or 
reasonably knowable at the time of the acquisition of the 
identifi able intangible assets and the expectations and 
assumptions that i have been deemed reasonable by the 
company’s management and ii are based on information 
expectations and assumptions that would be available to and 
made by a market participant no assurance can be given 
however that the underlying assumptions or events 
associated with such valuations will occur as projected 
for these reasons among others actual cash fl ows may 
differ from these forecasts and dependent on the outcome 
of future events or circumstances impairment losses as 
outlined below may result the use of different estimates 
and assumptions to those used by the company could result 
in a materially different valuation of fi nite lived intangible 
assets however as the valuation process for intangible 
assets involves a number of interrelated assumptions the 
company does not consider it meaningful to quantify the 
sensitivity of the valuation of intangible assets to changes 
in any individual assumption
initial valuation of indeﬁ nite lived intangible assets iprd
iprd represents the fair value assigned to incomplete 
technologies and development projects that the company 
has acquired through business combinations which 
completed after january 1 2009 which at the time the 
business combination closed had not reached technological 
feasibility or which had no alternative future use at december 
31 2014 the carrying value of the company’s indefi nite lived 
intangible assets iprd was 1550 million in the year to 
december 31 2014 the company acquired iprd assets 
totaling 793 million primarily relating to the iprd assets 
acquired with viropharma lumena and fibrotech
the fair value of iprd assets is determined using the 
income approach on a projectbyproject basis using the 
multiperiod excess earnings method the fair value of the 
acquired iprd assets has been based on the present value 
of probability adjusted incremental cash fl ows which a market 
participant would expect the iprd projects to generate on a 
“highest and best use” basis after the deduction of 
contributory asset charges for other assets employed in these 
projects this method incorporates an evaluation of the 
probability of success of each development project and the 
application of an appropriate market participant discount rate 
commensurate with the project’s stage of completion the 
nature of the product the scientifi c data associated with the 
technology the current patent situation and market 
competition 
the cash fl ows that will ultimately be generated by iprd 
projects are subject to major risks and uncertainties including 
whether the iprd projects will be completed in a timely 
manner if at all whether the necessary regulatory approvals 
will be obtained and how commercially successful the project 
3 critical accounting estimates continued annual report 2014 shire plc 125
strategic report governance financial statements other information
will be subsequent to commercial launch the company is 
required to use estimates and assumptions in relation to 
these risks and uncertainties when valuing iprd projects 
the use of different estimates and assumptions to those used 
by the company could result in a materially different valuation 
of the related iprd however as the valuation process for 
iprd involves a number of interrelating assumptions the 
company does not consider it meaningful to quantify the 
sensitivity of the valuation of iprd to changes in any 
individual assumption
the initial valuation of indefi nite lived iprd is based on 
information that existed at the time of the acquisition of the 
relevant development project and utilizes expectations and 
assumptions that i have been deemed reasonable by the 
company’s management and ii are based on information 
expectations and assumptions that would be available to and 
made by a market participant however no assurance can be 
given that the underlying assumptions or estimates 
associated with the valuation of iprd will occur as 
projected if iprd projects fail during development are 
abandoned or subject to signifi cant delay or do not receive 
the relevant regulatory approvals the company may not 
realize the future cash fl ows that it has estimated nor recover 
the value of the rd investment made subsequent to 
acquisition of the project if such circumstances occur the 
company’s future operating results could be materially 
adversely impacted
ii subsequent measurement of intangible assets
finite lived intangible assets – estimation of amortization 
charges and impairment losses
management’s estimate of the useful life of its fi nite lived 
intangible assets considers amongst other things the 
following factors
i  the expected use of the fi nite lived intangible asset by the 
company
ii  any legal regulatory or contractual provisions that may 
limit or extend the useful life
iii  the effects of demand and competition including the 
launch of generic products and 
iv  other general economic andor industry specifi c factors 
such as the stability of the industry known technological 
advances legislative action that results in an uncertain or 
changing regulatory environment and expected changes 
in distribution channels
the company reviews the useful life of its intangible assets 
subject to amortization at each reporting period and revises 
its estimate of the useful life if warranted by events or 
circumstances any future changes to the useful life of the 
company’s fi nite lived intangible assets could result in higher 
or lower amortization charges in future periods which could 
materially affect the company’s results from operations
the company reviews its fi nite lived intangible assets for 
impairment using a “twostep” approach whenever events 
or circumstances suggest that the carrying value of its fi nite 
lived intangible assets may not be recoverable under step 
one if the undiscounted cash fl ows resulting from the use 
and ultimate disposition of the fi nite lived intangible asset 
based on entity specifi c assumptions are less than its 
carrying value the intangible asset is considered not to be 
recoverable the impairment loss is determined under step 
two as the amount by which the carrying value of the 
intangible asset exceeds its fair value based on market 
participant assumptions which may differ from entity specifi c 
assumptions 
events or circumstances that could suggest that the 
company’s fi nite lived intangible assets may not be 
recoverable and which would lead to an evaluation of the 
recoverability of the relevant asset include but are not limited 
to the following
i  changes to a product’s commercialization strategy
ii  the loss of patent protection regulatory exclusivity or 
challenge or circumvention by competitors of the 
company’s regulatory exclusivity patents
iii  the development and marketing of competitive products 
including generic entrants into the marketplace
iv  changes to the product labels or other regulatory 
intervention
v  sustained government pressure on prices and 
specifi cally competitive pricing 
vi  the occurrence of signifi cant adverse events in respect 
to the company’s products
vii  a signifi cant deterioration in a product’s operating 
performance compared to expectations and
viii  an expectation that the intangible asset will be divested 
before the end of its previously estimated useful life
the occurrence of any such events or circumstances may 
result in the company reducing the estimated future net cash 
fl ows to be generated by and the fair value of its fi nite lived 
intangible assets and therefore give rise to an impairment 
loss 
the company has not recorded any impairment losses in 
respect of fi nite lived intangible assets in 2014 in 2013 as a 
result of the divestment of dermagraft to organogenesis 
the company reclassifi ed the dermagraft fi nite lived 
intangible asset and other assets subject to disposal as 
assets held for sale and recorded an impairment charge of 
6369 million measured at fair value less cost to sell in the 
year to december 31 2013 in the year to december 31 2012 
the company recognized impairment losses of 1267 million 
to writedown its resolor fi nite lived intangible assets to 
their fair value 
dependent on future events or circumstances the company’s 
operating results could be materially and adversely affected 
by future impairment losses relating to its fi nite lived 
intangible assets
indeﬁ nite lived intangible assets iprd – estimation of 
impairment losses
the company reviews its indefi nite lived intangible assets 
which currently only relate to iprd assets for impairment 
annually or more frequently if events or changes in 
circumstances indicate that the asset might be impaired 
3 critical accounting estimates continued 126 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
indefi nite lived assets are reviewed for impairment by 
comparing the fair value of the indefi nite lived asset based on 
market participant assumptions which may differ from entity 
specifi c assumptions with its carrying amount an 
impairment loss is recognized to the extent that the carrying 
value exceeds the estimated fair value of the relevant 
indefi nite lived intangible asset 
events or circumstances that could suggest that the 
company’s iprd assets may not be recoverable and 
which would lead to an evaluation of the relevant asset for 
impairment include those factors considered for fi nite lived 
intangible assets outlined above as well as any adverse 
changes to the technological or commercial viability of 
the iprd projects which could include abandonment 
or signifi cant delays in progression of the iprd project 
or a decline in its estimated commercial potential the 
occurrence of any such events or circumstances could 
result in the company reducing the estimated future net 
cash fl ows to be generated by and the fair value of its 
indefi nite lived intangible assets and therefore give rise 
to an impairment loss
after the identifi cation of any such events or circumstances 
and the resultant impairment reviews the company 
recognized impairment losses of 1903 million in the year to 
december 31 2014 primarily to writedown its shp602 and 
shp613 iprd assets to their fair value see note 14 “other 
intangible assets net” to the consolidated fi nancial 
statements set forth in this annual report in 2013 and 2012 
the company recorded impairment losses of 199 million 
and 712 million respectively to writedown resolor 
iprd assets to their fair values dependent on future events 
or circumstances the company’s operating results could be 
materially and adversely affected by future impairment losses 
relating to its indefi nite lived intangible assets
goodwill – estimation of impairment losses
the company reviews goodwill for impairment at least 
annually or more frequently if events or circumstances 
indicate the carrying amount of goodwill may not 
be recoverable
the company reviews goodwill for impairment by fi rstly 
assessing qualitative factors including comparing the market 
capitalization of the company to the carrying value of its 
assets to determine whether events or circumstances exists 
which indicate that it is more likely than not that the fair value 
of a reporting unit is less than its carrying amount if after 
assessing the totality of events or circumstances the 
company determines that it is more likely than not that the 
fair value of a reporting unit exceeds its carrying value then 
the goodwill is considered recoverable and no further testing 
is performed if after assessing these qualitative factors it is 
deemed more likely than not that the fair value of a reporting 
unit is less than its carrying value a “two step” quantitative 
assessment is performed this qualitative determination 
requires the use of judgment in concluding based on the 
totality of events or circumstances whether goodwill is 
considered recoverable or whether a further quantitative 
assessment is required to be performed
under this “two step” quantitative assessment the company 
fi rstly compares the fair value of a reporting unit with its 
carrying value if the carrying value of a reporting unit is 
greater than its fair value then goodwill is considered 
impaired and a further test is performed to determine the 
amount by which the carrying value of a reporting unit’s 
goodwill exceeds its fair value with an impairment loss 
recognized in an amount equal to that excess the 
quantitative determination of fair value of a reporting unit 
requires the use of signifi cant judgment and assumptions 
which include amongst other things the estimation of future 
forecast cash fl ows and an appropriate discount rate used to 
determine the fair value
in 2013 the company identifi ed circumstances which 
indicated that the carrying value of goodwill in the rm 
reporting unit may not have been recoverable which triggered 
an impairment test in advance of the annual testing date the 
results of the company’s march 31 2013 impairment test 
showed that the carrying amount of the rm reporting unit 
exceeded its fair value and the implied value of the goodwill 
was nil as a result the company recorded an impairment 
charge of 1989 million related to the goodwill allocated to 
the rm reporting unit of which 1918 million was 
subsequently reclassifi ed to be presented within discontinued 
operations see note 13 “goodwill” to the consolidated 
fi nancial statements set forth in this annual report
the company performed its annual goodwill impairment 
review as of october 1 2014 which indicated based on 
qualitative factors that the company’s goodwill was 
recoverable and was not deemed to be at risk of impairment
ii sales deductions 
sales deductions consist primarily of statutory rebates to 
state medicaid and other government agencies medicare 
part d rebates contractual rebates with managed care 
organizations “mcos” product returns sales discounts 
including trade discounts distribution service fees 
wholesaler chargebacks and allowances for coupon and 
patient assistance programs these deductions are recorded 
as reductions to revenue in the same period as the related 
sales are recognized estimates of future obligations are 
derived from historical experience adjusted to refl ect 
known changes in the factors that impact such reserves 
on the balance sheet the company records wholesaler 
chargebacks and trade discounts as a reserve against 
accounts receivable whereas all other sales deductions 
are recorded within current liabilities
the company has the following signifi cant categories of sales 
deductions all of which involve estimates and judgments 
which the company considers to be critical accounting 
estimates and require the company to use information from 
external sources
medicaid and managed care rebates
in the us statutory and any supplemental rebates to state 
medicaid agencies and contractual rebates to mcos under 
managed care programs are based on statutory or negotiated 
discounts to the selling price medicaid rebates generally 
increase as a percentage of the selling price over the life of 
the product if prices increase faster than general infl ation
3 critical accounting estimates continued annual report 2014 shire plc 127
strategic report governance financial statements other information
it can take up to six months for information to reach the 
company on actual usage of the company’s products in 
managed care and medicaid programs and on the total 
rebates to be reimbursed similarly it can take some months 
before reimbursement claims are actually made by the 
medicaid and managed care agencies as a result the 
company estimates the reserves required for amounts 
payable under these programs relating to sold products
the amount of these reserves is based on historical 
experience of rebates the timing of payments the level of 
reimbursement claims changes in prices both normal selling 
prices and statutory or negotiated prices changes in 
prescription demand patterns projected product returns and 
the levels of inventory in the distribution channel adjustments 
are made for known changes in these factors including 
changes in product lifecycle on a quarterly basis
shire’s estimates of the level of inventory in the distribution 
channel are derived from productbyproduct inventory data 
provided by wholesalers and results of independently 
commissioned retail inventory surveys 
revisions or clarifi cation of guidelines from the cms related 
to state medicaid and other government program 
reimbursement practices with retroactive application can 
result in changes to management’s estimates of the rebates 
reported in prior periods
the accrual estimation process for medicaid and managed 
care rebates involves in each case a number of interrelating 
assumptions which vary for each combination of product and 
medicaid agency or mco accordingly it would not be 
meaningful to quantify the sensitivity to change for any 
individual assumption or uncertainty however shire does not 
believe that the effect of these uncertainties taken as a 
whole signifi cantly impacts the company’s fi nancial condition 
or results of operations 
aggregate accruals for medicaid and mco rebates at 
december 31 2014 2013 and 2012 were 882 million 807 
million and 641 million or 15 17 and 15 respectively 
of net product sales historically actual rebates have not 
varied signifi cantly from the reserves provided
product returns
the company typically accepts customer product returns in 
the following circumstances a expiration of shelf life b 
product damaged while in shire’s possession c under sales 
terms that allow for unconditional return guaranteed sales or 
d following product recalls or product withdrawals generally 
returns for expired product are accepted three months before 
and up to one year after expiration date of the relevant 
product and the returned product is destroyed depending on 
the product and the company’s return policy with respect to 
that product the company may either refund the sales price 
paid by the customer by issuance of a credit or exchange the 
returned product with replacement inventory the company 
typically does not provide cash refunds 
shire estimates the proportion of recorded revenue that will 
result in a return by considering relevant factors including
a past product returns activity
b the duration of time taken for products to be returned
c  the estimated level of inventory in the distribution channel
d product recalls and discontinuances
e the shelf life of products
f the launch of new drugs or new formulations and
g  the loss of patent protection exclusivity or new 
competition
shire’s estimates of the level of inventory in the distribution 
channel are based on productbyproduct inventory data 
provided by wholesalers and results of independently 
commissioned third party retail inventory surveys
returns reserves for new products and for those products 
with generic or authorized generic competition generally 
require a higher level of estimation than those for established 
products without generic or authorized generic competition 
for shipments made to support the commercial launch of a 
new product which can include guaranteed sales the 
company’s policy is to defer recognition of the sales revenue 
until there is evidence of endpatient acceptance of the new 
product primarily through thirdparty prescription data for 
shipments after launch under standard terms ie not 
guaranteed sales the company’s initial estimates of sales 
return accruals are primarily based on the historical sales 
returns experience of similar products shortly after launch 
once suffi cient historical data on actual returns of the product 
are available the returns provision is based on this data and 
any other relevant factors as noted above
the company estimates returns reserves for products with 
generic or authorized generic competition based on 
historical sales the estimated level of inventory in the 
distribution channel product utilization and rebate data 
which are modifi ed through the use of management judgment 
to take into account many factors including but not limited 
to current market dynamics changes in contract terms 
changes in sales trends and product pricing 
the accrual estimation process for product returns involves 
in each case a number of interrelating assumptions which 
vary for each combination of product and customer 
accordingly it would not be meaningful to quantify the 
sensitivity to change for any individual assumption or 
uncertainty however shire does not believe that the effect of 
uncertainties as a whole signifi cantly impacts the company’s 
fi nancial condition or results of operations 
at december 31 2014 2013 and 2012 provisions for product 
returns were 132 million 99 million and 91 million or 2 
2 and 2 respectively of net product sales historically 
actual returns have not varied signifi cantly from the reserves 
provided
iii income taxes
in accounting for uncertainty in income taxes management 
is required to develop estimates as to whether a tax benefi t 
should be recognized in the consolidated fi nancial 
statements based on whether it is more likely than not that 
the technical merits of the position will be sustained based 
on audit by the tax authorities the measurement of the tax 
benefi t recognized in the consolidated fi nancial statements 
is based upon the largest amount of tax benefi t that 
3 critical accounting estimates continued 128 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
in management’s judgment is greater than 50 likely to be 
realized based on a cumulative probability assessment of 
the possible outcomes in accounting for income tax 
uncertainties management is required to make judgments in 
the determination of the unit of account the evaluation of the 
facts circumstances and information in respect of the tax 
position taken together with the estimates of amounts that 
the company may be required to pay in ultimate settlement 
with the tax authority
shire operates in numerous countries where its income tax 
returns are subject to audit and adjustment by local tax 
authorities as shire operates globally the nature of the 
uncertain tax positions is often very complex and subject to 
change and the amounts at issue can be substantial shire 
develops its cumulative probability assessment to measure 
uncertain tax positions using internal expertise experience 
and judgment together with assistance from professional 
advisors original estimates are refi ned as additional 
information becomes known for example in the year to 
december 31 2014 the company released certain provisions 
for uncertain tax positions totaling 2211 million primarily 
related to the settlement of certain tax positions with the 
canadian revenue authorities and the conclusion of prior year 
audits in other territories these releases were partially offset 
by the recognition of additional provisions for uncertain tax 
positions of 845 million in relation to ongoing compliance 
management for current and prior years 
any outcome upon settlement that differs from the recorded 
provision for uncertain tax positions may result in a materially 
higher or lower tax expense in future periods which could 
signifi cantly impact the company’s results of operations or 
fi nancial condition however the company does not believe it 
is possible to reasonably estimate the potential impact of any 
such change in assumptions estimates or judgments and the 
resultant change if any in the company’s provision for 
uncertain tax positions as any such change is dependent on 
factors such as future changes in tax law or administrative 
practice the amount and nature of additional taxes which 
may be asserted by the taxation authorities and the 
willingness of the relevant tax authorities to negotiate a 
settlement for any such position 
at december 31 2014 the company recognized a liability of 
2078 million for total unrecognized tax benefi ts 2013 
3552 million and had accrued 258 million 2013 1122 
million for the payment of interest and penalties the 
company is required in certain tax jurisdictions to make 
advance deposits to tax authorities on receipt of a tax 
assessment these payments are either offset against the 
income tax liability or establish an income tax receivable but 
do not reduce the provision for unrecognized tax benefi ts
the company has signifi cant deferred tax assets due to 
various tax attributes including net operating losses “nols” 
tax credits from research and development and investment 
tax credits principally in the republic of ireland the us 
switzerland belgium germany and the uk at december 31 
2014 the company had gross deferred tax assets of 999 
million 2013 822 million 2012 764 million against which 
the company had recorded valuation allowances of 325 
million 2013 282 million 2012 269 million and deferred 
tax liabilities of 1428 million 2013 644 million 2012 
740 million 
the realization of these assets is not assured and is 
dependent on various factors management is required to 
exercise judgment in determining whether it is more likely 
than not that it would realize these deferred tax assets in 
assessing the need for a valuation allowance management 
weighs all available positive and negative evidence including 
cumulative losses in recent years expectations of future 
taxable income carry forward and carry back potential under 
relevant tax law expiration period of tax attributes taxable 
temporary differences and prudent and feasible taxplanning 
strategies a valuation allowance is established where there is 
an expectation that on the balance of probabilities 
management considers it is more likely than not that the 
relevant deferred tax assets will not be realized if actual 
events differ from management’s estimates or to the extent 
that these estimates are adjusted in the future any changes 
to the valuation allowance could signifi cantly impact the 
company’s fi nancial condition and results of operations
iv litigation and legal proceedings
the company has a number of lawsuits pending the 
company’s principal pending legal and other proceedings 
are disclosed in note 19 “commitments and contingencies 
legal and other proceedings” to the consolidated fi nancial 
statements set forth in this annual report the company 
recognizes loss contingency provisions for probable losses 
when management is able to reasonably estimate the loss 
when the estimated loss lies within a range the company 
records a loss contingency provision based on its best 
estimate of the probable loss if no particular amount within 
that range is a better estimate than any other amount the 
minimum amount is recorded estimates of losses may be 
developed substantially before the ultimate loss is known 
and are therefore refi ned each accounting period as additional 
information becomes known in instances where the 
company is unable to develop a reasonable estimate of loss 
no loss contingency provision is recorded at that time as 
information becomes known a loss contingency provision is 
recorded when a reasonable estimate can be made these 
estimates are reviewed quarterly and changed when 
expectations are revised an outcome that deviates from the 
company’s estimate may result in an additional expense or 
credit in a future accounting period at december 31 2014 
provisions for litigation losses insurance claims and other 
disputes totaled 169 million december 31 2013 727 
million 2012 1305 million
the outcomes of these proceedings are not always 
predictable and can be affected by various factors for those 
legal and other proceedings for which it is considered at least 
reasonably possible that a loss has been incurred the 
company discloses the possible loss or range of possible 
loss in excess of the recorded loss contingency provision if 
any where such excess is both material and estimable the 
estimation of the likelihood amount and range of any loss 
arising from these proceedings requires signifi cant judgment 
any revisions in the company’s estimates or outcomes upon 
settlement that deviate from the company’s best estimate 
may result in an additional expense or credit in a future 
accounting period which could materially impact the 
company’s fi nancial condition or results of operations 
3 critical accounting estimates continued annual report 2014 shire plc 129
strategic report governance financial statements other information
v  contingent consideration receivable from divestments 
of products or businesses
the company is eligible to receive contingent consideration 
from organogenesis and noven in relation to the divestment 
of the company’s dermagraft business and daytrana 
product respectively at december 31 2014 the company 
has contingent consideration assets of 159 million 2013 
361 million 
consideration receivable by the company on the divestment 
of product rights or businesses typically includes upfront 
receipts andor milestones and royalties which are contingent 
on the outcome of future events with such milestones and 
royalties being for example based upon the future sales 
performance of the divested product or business contingent 
consideration occasionally represents a signifi cant proportion 
of the economic value receivable by the company for a 
divested product or business in these situations the 
company initially recognizes this contingent consideration as 
an asset at its divestment date fair value with re
measurement of this asset to its then current fair value at 
subsequent balance sheet dates
the company estimates the fair value of contingent 
consideration receivable using the income approach based 
on a discounted cash fl ow method this discounted cash fl ow 
approach uses signifi cant unobservable level 3 inputs as 
defi ned in us gaap including the probability weightings 
applied to different sales scenarios and related forecast future 
royalties receivable under scenarios developed by the 
company and the discount rate to be applied in calculating 
the present value of these forecast future cash fl ows 
signifi cant judgment is employed by the company in 
developing these estimates and assumptions if actual events 
differ from management’s estimates or to the extent that 
these estimates are adjusted in the future the company’s 
fi nancial condition and results of operations could be affected 
in the period of any such change of estimate 
vi contingent consideration payable
the fair value of the company’s contingent consideration 
payable at december 31 2014 was 6299 million december 
31 2013 4059 million
contingent consideration payable represents i future 
milestones the company may be required to pay in 
conjunction with various business combinations and ii future 
royalties payable as a result of certain business combinations 
and licenses the amounts ultimately payable by shire are 
dependent upon i the successful achievement of the relevant 
milestones and ii future net sales of the relevant products 
over the life of the milestone or royalty term respectively 
the company remeasures its contingent consideration 
payable to its then current fair value at each balance sheet 
date gains or losses arising on changes to the fair value of 
contingent consideration payable are recorded within 
integration and acquisition costs in the company’s 
consolidated statement of income 
the company estimates the fair value of contingent 
consideration payable using the income approach based on 
a discounted cash fl ow method the discounted cash fl ow 
method uses signifi cant unobservable level 3 inputs as 
defi ned under us gaap including the probability of and 
period in which the relevant milestone event is expected to 
be achieved the amount of royalties that will be payable 
based on forecast net sales of the relevant products and the 
discount rates to be applied in calculating the present values 
of the relevant milestone or royalty signifi cant judgment is 
employed by the company in developing these estimates and 
assumptions if actual events differ from management’s 
estimates or to the extent that these estimates are adjusted 
in the future the company’s fi nancial condition and results of 
operations could be materially affected in the period of any 
such change of estimate
vii assets held for sale
assets held for sale comprise noncurrent assets or disposal 
groups together with any liabilities the carrying amounts of 
which will be realized principally through a sale transaction 
expected to conclude within the next 12 months rather than 
through continued use 
at december 31 2014 the carrying value of assets held for 
sale in the consolidated balance sheet is nil 2013 316 
million 
in 2013 the assets and liabilities within this disposal group all 
related to the disposal of the dermagraft asset group the 
divestment of which occurred on january 16 2014 at the 
time of their classifi cation as “held for sale” such assets are 
collectively measured at the lower of their carrying amount 
and fair value less costs to sell and depreciation or 
amortization ceases an impairment charge of 6370 million 
was recorded in the fourth quarter of 2013 refl ecting the 
adjustment of the dermagraft disposal group’s carrying 
amount to its fair value less cost to sell
signifi cant judgment is employed by the company in 
assessing at what point all the held for sale presentation 
conditions are met for the disposal group whether it is 
necessary to allocate goodwill to the disposal group and 
estimating both the fair value of the disposal group and the 
incremental costs to transact a sale of the disposal group if 
actual events differ from management’s estimates or to the 
extent that estimates of selling price or costs to sell are 
adjusted in the future the company’s fi nancial condition and 
results of operations could be affected in the period of any 
such change of estimate
4 business combinations
acquisition of nps pharmaceuticals inc “nps pharma”
on february 21 2015 shire completed its acquisition of 
100 of the outstanding share capital of nps pharma for 46 
per share or approximately 5200 million
the acquisition of nps pharma a rare diseasefocused 
biopharmaceutical company adds natparanatpar 
approved for the treatment of hypoparathyroidism “hpt” in 
the us and gattexrevestive approved for the treatment 
of adults with short bowel syndrome “sbs” in the us and 
the eu to shire’s portfolio
the acquisition of nps pharma will be accounted for as a 
business combination using the acquisition method the 
assets acquired and the liabilities assumed from nps pharma 
will be recorded at the date of acquisition at their fair value 
shire’s consolidated fi nancial statements will refl ect these fair 
3 critical accounting estimates continued 130 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
the acquisitiondate fair value of cash consideration paid 
on closing was 3997 million 
the acquisition of viropharma added cinryze c1 esterase 
inhibitor human to shire’s portfolio of currently marketed 
products cinryze is a leading brand for the prophylactic 
treatment of hereditary angioedema “hae” in adolescents 
and adults 
the acquisition of viropharma has been accounted for 
as a business combination using the acquisition method 
the assets acquired and the liabilities assumed from 
viropharma have been recorded at their fair values at the 
date of acquisition being january 24 2014 the company’s 
consolidated fi nancial statements include the results of 
viropharma from january 24 2014 
the amount of viropharma’s post acquisition revenues and 
pretax losses included in the company’s consolidated 
statement of income for the year to december 31 2014 were 
5381 million and 778 million respectively the pretax loss 
includes charges on the unwind of inventory fair value 
adjustments of 919 million intangible asset amortization 
of 1066 million and integration costs of 1011 million
the purchase price allocation was fi nalized in the fourth 
quarter of 2014 during the measurement period the 
company obtained improved information about the 
acquisition date fair value of the iprd asset vp20621 
a nontoxigenic strain of c diffi cile for the treatment and 
prevention of c diffi cileassociated diarrhea “cdad” 
values at and the results of nps pharma will be included in 
shire’s consolidated statement of income from february 21 
2015 as the initial accounting for the business combination 
has not yet been completed further disclosures relating to 
this acquisition will be included in the company’s form 10q 
for the three months ended march 31 2015 
acquisition of meritage pharma inc “meritage”
prior to the acquisition of viropharma by shire see below 
viropharma had entered into an exclusive development and 
option agreement with meritage a privately owned us 
company focusing on developing oral budesonide suspension 
as a treatment for eosinophilic esophagitis under the terms 
of this agreement meritage controlled and conducted all 
related research up to achievement of predefi ned 
development success criteria at which point shire had the 
option to acquire meritage for upfront cash consideration of 
699 million and potential additional payments of up to 175 
million upon achievement of certain clinical and regulatory 
milestones on february 18 2015 shire acquired all the 
outstanding equity of meritage as the initial accounting for 
this business combination has not yet been completed 
further disclosures related to this acquisition will be included 
in the company’s form 10q for the three months ended 
march 31 2015
acquisition of viropharma incorporated “viropharma”
on january 24 2014 shire completed its acquisition of 
100 of the outstanding share capital of viropharma 
identifiable assets acquired and liabilities assumed
preliminary
fair value
as initially
reported
’m
measurement
period
adjustments
’m 
acquisition
date fair value
as adjusted
’m 
assets   
current assets   
cash and cash equivalents 2326  2326 
shortterm investments 578  578 
accounts receivable 522  522 
inventories 2035 01 2036 
deferred tax assets 1002 05 1007 
purchased call option 3467  3467 
other current assets 425 84 509 
total current assets 10355 90 10445 
noncurrent assets   
property plant and equipment 247  247 
goodwill 15366 1189 16555 
other intangible assets   
– currently marketed products 23200  23200 
– inprocess research and development “iprd” 5300 2150 3150 
other noncurrent assets 116 12 104 
total assets 54584 883 53701 
liabilities   
current liabilities   
accounts payable and other current liabilities 1166 61 1227 
convertible bond 5514  5514 
noncurrent liabilities   
deferred tax liabilities 6959 924 6035 
other noncurrent liabilities 975 20 955 
total liabilities 14614 883 13731 
fair value of identifiable assets acquired and liabilities assumed 39970  39970 
consideration   
cash consideration paid 39970   39970 
4 business combinations continued annual report 2014 shire plc 131
 
2014
’m
2013
’m 
revenues 60539 53749 
net income from continuing operations 32839 1 1638 
per share amounts  
net income from continuing operations per share – basic 5601c 2108c
net income from continuing operations per share – diluted 5557c 197 2c
the unaudited pro forma ﬁ nancial information above reﬂ ects the following pro forma adjustments
i an adjustment to decrease net income by 253 million for the year december 31 2013 to reﬂ ect acquisition costs incurred by shire and increase net income 
by 253 million for the year to december 31 2014 to eliminate acquisition costs incurred 
ii an adjustment to decrease net income by 590 million for the year to december 31 2013to reﬂ ect charges on the unwind of inventory fair value adjustments 
as acquisition date inventory is sold and a corresponding increase in net income for the year to december 31 2014
iii an adjustment of 481 million in year to december 31 2013 to reﬂ ect additional interest expense associated with the drawdown of debt to partially ﬁ nance 
the acquisition of viropharma and the amortization of related deferred debt issuance costs
iv an adjustment to increase amortization expense by approximately 54 million in the year to december 31 2014 and 583 million in the period to 
december 31 2013 related to amortization of the fair value of identiﬁ able intangible assets acquired and the elimination of viropharma’s historical intangible 
asset amortization expense
v an adjustment to reﬂ ect the additional depreciation expense 01 million and 06 million in the year to december 31 2014 and december 31 2013 respectively 
related to the fair value adjustment to property plant and equipment acquired
the adjustments above are stated net of tax effects where applicable
strategic report governance financial statements other information
b other intangible assets – iprd
the iprd asset of 3150 million relates to maribavir now 
shp620 an investigational antiviral product for 
cytomegalovirus the fair value of this iprd asset was 
estimated based on an income approach using the present 
value of incremental after tax cash fl ows expected to be 
generated by this development project after the deduction 
of contributory asset charges for other assets employed in 
this project the estimated cash fl ows have been probability 
adjusted to take into account the stage of completion and 
the remaining risks and uncertainties surrounding the future 
development and commercialization 
the major risks and uncertainties associated with the timely 
completion of the acquired iprd project include the ability 
to confi rm the effi cacy of the technology based on the data 
from clinical trials and obtaining the relevant regulatory 
approvals as well as other risks as described in the 
company’s annual report on form 10k the valuation 
of iprd has been based on information available at the 
time of the acquisition and information obtained during the 
measurement period and on expectations and assumptions 
that i have been deemed reasonable by the company’s 
management and ii are based on information expectations 
and assumptions that would be available to a market 
participant however no assurance can be given that the 
assumptions and events associated with such assets will 
occur as projected for these reasons the actual cash fl ows 
may vary from forecast future cash fl ows
the estimated probability adjusted after tax cash fl ows used 
in fair valuing other intangible assets have been discounted 
at rates ranging from 95 to 100
c goodwill
goodwill arising of 16555 million which is not deductible 
for tax purposes includes the expected operational synergies 
that will result from combining the commercial operations 
of viropharma with those of shire valued at approximately 
04 billion other synergies expected to be realized due to 
shire’s structure intangible assets that do not qualify for 
separate recognition at the time of the acquisition and the 
value of the assembled workforce 
this information primarily comprises insights gained from 
continued divestment efforts with a number of pharmaceutical 
companies during 2014 the conclusion of this process in 
the fourth quarter indicated that the acquisition date fair 
value of this iprd asset should be adjusted as a result the 
company has retrospectively adjusted the preliminary 
amounts recognized as at the acquisition date to refl ect this 
new information the adjustment reduced the fair value of 
iprd intangible assets acquired by 215 million and reduces 
the related noncurrent deferred tax liability by 802 million 
the residual difference of 1348 million has been recorded 
as an increase in goodwill the company’s allocation of the 
purchase price to the fair value of assets acquired and 
liabilities assumed including the measurement period 
adjustment with respect to vp20621 and certain other 
immaterial measurement period adjustments during 2014 
is outlined in the table opposite
a other intangible assets – currently marketed products
other intangible assets totaled 23200 million at the date 
of acquisition relating to intellectual property rights acquired 
for viropharma’s currently marketed products primarily 
attributed to cinryze for the routine prophylaxis against 
hae attacks in adolescent and adult patients shire also 
obtained intellectual property rights to three other 
commercialized products plenadren an orphan drug for 
the treatment of adrenal insuffi ciency in adults buccolam 
an oromucosal solution for the treatment of prolonged acute 
and convulsive seizures in infants toddlers children and 
adolescents and vancocin an oral capsule formulation 
for the treatment of c diffi cileassociated diarrhea “cdad” 
which was divested by shire in the third quarter of 2014 
see note 5 for details the fair value of currently marketed 
products has been estimated using an income approach 
based on the present value of incremental after tax cash fl ows 
attributable to each separately identifi able intangible asset
the estimated useful lives of the cinryze plenadren 
and buccolam intangible assets range from 10 to 23 years 
weighted average 22 years with amortization being 
recorded on a straight line basis
4 business combinations continued 132 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
in the year to december 31 2014 the company expensed 
costs of 1355 million 2013 128 million relating to the 
acquisition and postacquisition integration of viropharma 
which have been recorded within integration and acquisition 
costs in the company’s consolidated statement of income
supplemental disclosure of pro forma information
the following unaudited pro forma fi nancial information 
presents the combined results of the operations of shire 
and viropharma as if the acquisition of viropharma had 
occurred as at january 1 2013 the unaudited pro forma 
fi nancial information is not necessarily indicative of what the 
consolidated results of operations actually would have been 
had the acquisition been completed at the date indicated in 
addition the unaudited pro forma fi nancial information does 
not purport to project the future results of operations of the 
combined company
acquisition of lumena pharmaceuticals inc “lumena”
on june 11 2014 shire completed the acquisition of 100 
of the outstanding share capital of lumena a privately 
owned us incorporated biopharmaceutical company 
the acquisition date fair value of the consideration 
totaled 4643 million comprising cash consideration paid 
on closing of 3003 million and the fair value of contingent 
consideration payable of 164 million the maximum amount 
of contingent cash consideration which may be payable by 
shire in future periods is 265 million dependent upon 
achievement of certain clinical development milestones 
this acquisition brings two novel orally active therapeutic 
compounds shp625 formerly lum001 in phase 2 clinical 
development and shp626 formerly lum002 ready to enter 
phase 1b clinical development in the fi rst half of 2015 both 
compounds are inhibitors of the apical sodiumdependent 
bile acid transport “asbt” which is primarily responsible 
for recycling bile acids from the intestine to the liver shp625 
is being investigated for the potential relief of the extreme 
itching associated with cholestatic liver disease and three 
other indications shp626 is in development for the treatment 
of nonalcoholic steatohepatitis
the acquisition of lumena has been accounted for as a 
business combination using the acquisition method 
the assets and liabilities assumed from lumena have 
been recorded at their fair values at the date of acquisition 
being june 11 2014 the company’s consolidated fi nancial 
statements and results of operations include the results of 
lumena from june 11 2014
the purchase price has been allocated to acquired iprd 
467 million net current assets assumed 526 million 
including cash of 463 million net noncurrent liabilities 
assumed including deferred tax liabilities 1699 million and 
goodwill 1146 million goodwill arising of 1146 million is 
not deductible for tax purposes 
in the year to december 31 2014 the company expensed 
costs of 69 million 2013 nil relating to the lumena 
acquisition which have been recorded within integration 
and acquisition costs in the company’s consolidated 
income statement 
unaudited pro forma fi nancial information to present the 
combined results of operations of shire and lumena are not 
provided as the impact of this acquisition is not material to 
the company’s results of operations for any period presented
acquisition of fibrotech therapeutics pty ltd “fibrotech”
on july 4 2014 shire completed its acquisition of fibrotech 
an australian biopharmaceutical company developing a 
new class of orally available drugs with a novel mechanism 
of action which has the potential to address both the 
infl ammatory and fi brotic components of disease processes 
the acquisition of fibrotech is expected to strengthen the 
company’s growing and innovative portfolio targeting renal 
and fi brotic diseases and leverage existing renal capabilities
the acquisition date fair value of the consideration totaled 
1226 million comprising cash consideration paid on closing 
of 756 million and the fair value of contingent consideration 
payable of 47 million the maximum amount of contingent 
cash consideration which may be payable by shire in future 
periods is 4825 million dependent upon achievement of 
certain clinical development regulatory and commercial 
milestones 
the acquisition of fibrotech has been accounted for as 
a business combination using the acquisition method 
the assets and liabilities assumed from fibrotech have 
been recorded at their fair values at the date of acquisition 
being july 4 2014 the company’s consolidated fi nancial 
statements and results of operations include the results of 
fibrotech from july 4 2014 
the purchase price has been allocated to acquired iprd 
11 million net current assets 14 million and goodwill 
1102 million goodwill arising of 1102 million is not 
expected to be deductible for tax purposes goodwill 
generated from the acquisition was primarily attributed to 
acquired scientifi c knowledge in fi brotic diseases and the 
potential to optimize the novel mechanism of action to other 
fi brotic conditions
in the year to december 31 2014 the company expensed 
costs of 33 million 2013 nil relating to the fibrotech 
acquisition which have been recorded within integration 
and acquisition costs in the company’s consolidated 
income statement 
unaudited pro forma fi nancial information to present the 
combined results of operations of shire and fibrotech are not 
provided as the impact of this acquisition is not material to 
the company’s results of operations for any period presented
other acquisitions 
on july 9 2014 shire acquired bikam pharmaceuticals inc 
“bikam” a usbased biopharmaceutical company with 
preclinical compounds that could provide an innovative 
approach to treating autosomal dominant retinitis 
pigmentosa adrp in the third quarter of 2014 shire 
also acquired certain assets and employees related to 
the production of buccolam from its previous contract 
manufacturer scm pharma limited “scm” the aggregate 
acquisition date fair value of the consideration for these two 
acquisitions was 179 million comprising cash paid on 
closing of 121 million and the fair value of contingent 
4 business combinations continued annual report 2014 shire plc 133
strategic report governance financial statements other information
consideration payable in respect of bikam of 58 million 
in respect of bikam the maximum contingent consideration 
which may be payable by shire in future periods is 92 million 
contingent upon the achievement of certain development 
regulatory and commercial milestones 
in connection with these two acquisitions shire has recorded 
1 million in current assets 48 million in noncurrent assets 
and 121 million in goodwill 
unaudited pro forma fi nancial information to present the 
combined results of operations of shire bikam and scm 
are not provided as the impact of these acquisitions is not 
material to the company’s results of operations for any 
period presented
acquisition of sarcode bioscience inc “sarcode”
on april 17 2013 shire completed the acquisition of 100 
of the outstanding share capital of sarcode the acquisition 
date fair value of consideration totaled 368 million 
comprising cash consideration paid on closing of 151 million 
and the acquisition date fair value of contingent consideration 
payable of 217 million following topline phase 3 study 
results in december 2013 the maximum amount of 
contingent cash consideration which may now be payable 
by shire in future periods is 225 million dependent upon 
achievement of certain net sales milestones 
this acquisition brings the global rights of a new phase 3 
compound lifi tegrast now shp606 currently under 
development for the treatment of dry eye disease into shire’s 
portfolio topline results from opus2 a phase 3 effi cacy 
and safety study of 50 shp606 ophthalmic solution were 
announced on december 6 2013 on april 30 2014 shire 
announced topline results from the prospective randomized 
double masked placebocontrolled sonata trial which 
indicated no ocular or drugrelated serious adverse events 
following a meeting with the fda on may 16 2014 shire 
announced that it intends to submit an nda for shp606 
in the fi rst quarter of 2015 as a treatment for signs and 
symptoms for dry eye disease in adults 
the acquisition of sarcode has been accounted for as a 
business combination using the acquisition method the 
assets and liabilities assumed from sarcode have been 
recorded at their fair values at the date of acquisition 
being april 17 2013 the company’s consolidated fi nancial 
statements and results of operations include the results of 
sarcode from april 17 2013 
the purchase price has been allocated to acquired in process 
research and development “iprd” in respect of shp606 
412 million net current liabilities assumed 82 million 
net noncurrent liabilities assumed including deferred tax 
liabilities 1224 million and goodwill 866 million this 
acquisition resulted in goodwill of 866 million which is not 
deductible for tax purposes goodwill includes the value of 
the assembled workforce and the related scientifi c expertise 
in ophthalmology which allows for potential expansion into 
a new therapeutic area 
in the year to december 31 2014 the company recorded 
costs of 629 million 2013 a net credit of 1707 million 
within integration and acquisition costs relating to the 
acquisition of sarcode the charge in 2014 and the credit in 
2013 arises principally due to remeasuring the fair value of 
contingent consideration payable
acquisition of premacure ab “premacure”
on march 8 2013 shire completed the acquisition of 100 
of the outstanding share capital of premacure a privately
owned swedish biotechnology company the acquisition 
date fair value of the consideration totaled 1402 million 
comprising cash consideration paid on closing of 
306 million and the fair value of contingent consideration 
payable of 1096 million the maximum amount of 
contingent cash consideration which may be payable by shire 
in future periods dependent upon the successful completion 
of certain development and commercial milestones is 
169 million shire will also pay royalties on relevant net sales
premacure was developing a protein replacement therapy 
shp607 formerly referred to as “premiplex
®
” currently in 
phase 2 development for the prevention of retinopathy of 
prematurity “rop” rop is a rare and potentially blinding 
eye disorder that primarily affects premature infants and is 
one of the most common causes of visual loss in childhood 
together the acquisitions of sarcode and premacure build 
shire’s presence in the ophthalmic therapeutic area
the acquisition of premacure has been accounted for as 
a business combination using the acquisition method 
the assets and the liabilities assumed from premacure have 
been recorded at their fair values at the date of acquisition 
being march 8 2013 the company’s consolidated fi nancial 
statements and results of operations include the results of 
premacure from march 8 2013
the purchase price has been allocated to acquired iprd 
in respect of shp607 1518 million net current liabilities 
assumed 117 million net noncurrent liabilities assumed 
including deferred tax liabilities 295 million and goodwill 
296 million this acquisition resulted in goodwill of 
296 million which is not deductible for tax purposes 
in the year to december 31 2014 the company expensed 
costs of 339 million 2013 95 million relating to the 
acquisition of premacure including charges related to the 
change in fair value of contingent consideration payable 
which have been recorded within integration and acquisition 
costs in the company’s consolidated income statement
acquisition of lotus tissue repair inc 
“lotus tissue repair”
on february 12 2013 shire completed the acquisition of 
100 of the outstanding share capital of lotus tissue 
repair a privatelyowned us biotechnology company 
the acquisition date fair value of consideration totaled 
1742 million comprising cash consideration paid on 
closing of 494 million and the fair value of contingent 
consideration payable of 1248 million the maximum 
amount of contingent cash consideration which may be 
payable by shire in future periods is 275 million the 
amount of contingent cash consideration ultimately payable 
by shire is dependent upon achievement of certain pre
clinical and clinical development milestones
4 business combinations continued 134 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
the purchase price has been allocated to acquired iprd 
in respect of shp602 1660 million net current liabilities 
assumed 66 million net noncurrent liabilities assumed 
including deferred tax liabilities 462 million and goodwill 
461 million goodwill arising of 461 million is not 
deductible for tax purposes
following the decision to place the ongoing phase 2 clinical 
trials on hold the company recorded an impairment charge 
in respect of shp602 of 1660 million in the consolidated 
income statement for further information see note 14 
in the year to december 31 2014 the company recorded a 
net credit of 714 million 2013 a charge of 104 million 
relating to the ferrokin acquisition which has been recorded 
within integration and acquisition costs in the company’s 
consolidated statement of income the credit in 2014 arises 
principally due to remeasuring the fair value of contingent 
consideration payable following the decision to place the 
ongoing phase 2 clinical trial for shp602 on clinical hold
acquisition of certain assets  liabilities of pervasis 
therapeutics inc “pervasis”
on april 19 2012 shire acquired substantially all the 
assets and certain liabilities of pervasis the acquisition 
date fair value of the consideration totaled 261 million 
comprising cash consideration paid on closing of 25 million 
and the fair value of contingent consideration payable of 
236 million the maximum amount of contingent cash 
consideration which may be payable by shire in future 
periods is up to 1695 million the amount of contingent 
cash consideration ultimately payable by shire is dependent 
upon achievement of certain clinical development regulatory 
and net sales milestones 
the acquisition has been accounted for as a business 
combination using the acquisition method the assets 
acquired and the liabilities assumed from pervasis have 
been recorded at their fair values at the date of acquisition 
being april 19 2012 the company’s consolidated fi nancial 
statements and results of operations include the results of 
the assets acquired and the liabilities assumed from pervasis 
from april 19 2012 the purchase price has been allocated 
to acquired iprd principally for shp613 formerly referred 
to as vascugel
®
 243 million current liabilities assumed 
02 million and goodwill 20 million goodwill arising of 
20 million is not deductible for tax purposes
in the second quarter of 2014 the company identifi ed 
indicators of impairment in respect of shp613 and recorded 
an impairment charge of 220 million in the consolidated 
income statement for further information see note 14
in the year to december 31 2014 the company recorded 
a net credit of 231 million 2013 nil principally due to 
remeasuring the fair value of the contingent consideration 
payable following the decision to discontinue further 
development of shp613
lotus tissue repair was developing a proprietary 
recombinant form of human collagen type vii “rc7” as 
the fi rst and only intravenous protein replacement therapy 
currently being investigated for the treatment of dystrophic 
epidermolysis bullosa “deb” deb is a devastating orphan 
disease for which there is no currently approved treatment 
option other than palliative care the acquisition adds to 
shire’s pipeline a latestage preclinical product for the 
treatment of deb with global rights 
the acquisition of lotus tissue repair has been 
accounted for as a business combination using the 
acquisition method the assets and the liabilities assumed 
from lotus tissue repair have been recorded at their fair 
values at the date of acquisition being february 12 2013 
the company’s consolidated fi nancial statements and results 
of operations include the results of lotus tissue repair from 
february 12 2013 
the purchase price has been allocated to acquired iprd 
in respect of rc7 now shp608 1767 million net current 
assets assumed 68 million net noncurrent liabilities 
assumed including deferred tax liabilities 634 million and 
goodwill 541 million this acquisition resulted in goodwill 
of 541 million which is not deductible for tax purposes 
in the year to december 31 2014 the company expensed 
costs of 101 million 2013 23 million relating to the 
acquisition and integration of lotus tissue repair which 
have been recorded within integration and acquisition costs 
in the company’s consolidated income statement 
acquisition of ferrokin biosciences inc “ferrokin”
on april 2 2012 shire completed the acquisition of 
100 of the outstanding share capital of ferrokin 
the acquisition date fair value of consideration totaled 1593 
million comprising cash consideration paid on closing of 
945 million and the fair value of contingent consideration 
payable of 648 million the maximum amount of contingent 
cash consideration which may be payable by shire in future 
periods is 2250 million the amount of contingent cash 
consideration ultimately payable by shire is dependent upon 
the achievement of certain clinical development regulatory 
and net sales milestones
the acquisition of ferrokin adds global rights to a phase 2 
product shp602 formerly referred to as fbs0701 to shire’s 
pipeline shp602 is intended to serve a chronic patient need 
for treatment of iron overload following numerous blood 
transfusions in the fi rst quarter of 2014 shire decided to 
place the ongoing phase 2 clinical trial in pediatric and adult 
patients on hold while certain nonclinical fi ndings are 
analysed and evaluated 
the acquisition of ferrokin has been accounted for as a 
business combination using the acquisition method the 
assets acquired and the liabilities assumed from ferrokin 
have been recorded at their fair values at the date of 
acquisition being april 2 2012 the company’s consolidated 
fi nancial statements and results of operations include the 
results of ferrokin from april 2 2012
4 business combinations continued annual report 2014 shire plc 135
strategic report governance financial statements other information
5 divestment of product rights
on january 1 2014 the company transferred the marketing authorizations for the calcichew range of products in the uk 
and ireland to takeda pharmaceutical company limited in addition in the fi rst quarter of 2014 shire received cash 
consideration of 435 million from the sale of certain calcichew trade marks to takeda nycomed as “takeda” resulting in 
a gain net of taxes of 435 million being recorded in the consolidated statement of income 
in the third quarter of 2014 the company completed the divestment of its rights to vancocin estrace and exputex 
the company received aggregate cash consideration of 649 million on the disposal of these noncore products resulting 
in a gain net of taxes of 329 million being recorded in the consolidated statement of income
in the year to december 31 2014 the company recorded total gains on the sale of product rights before taxes of 882 million 
2013 159 million 2012 181 million related to the sale of calcichew trademarks to takeda the remeasurement of 
contingent consideration receivable from the divestment of daytrana and the sale of noncore products
6 reorganization costs
one shire business reorganization
on may 2 2013 the company initiated the reorganization of its business to integrate the three divisions into a simplifi ed 
one shire organization in order to drive future growth and innovation 
as part of the one shire reorganization the company undertook a review of all of its pipeline programs and identifi ed those 
projects that fi t with the company’s new strategic direction and have an acceptable likelihood of success following that 
review and overall streamlining of the rd organization several clinical and preclinical projects were discontinued which 
resulted in the elimination of a signifi cant number of rd roles and functional roles that support rd in basingstoke and some 
positions were relocated 
in addition the company also relocated its international commercial hub from nyon switzerland to zug switzerland in 2013 
all nyonbased employees were affected by the move to zug shire is now operating from its new zug offi ce and is providing 
employees with a reasonable period of time to manage their relocations
certain aspects of the one shire program were temporarily put on hold due to abbvie’s offer for shire which was terminated 
in october 2014 subsequent to the termination of abbvie’s offer shire announced on november 10 2014 its plans to relocate 
over 500 positions to massachusetts from its chesterbrook pennsylvania site and establish lexington massachusetts as the 
company’s us operational headquarters in continuation of the one shire effi ciency program this relocation will streamline 
business globally through two principal locations massachusetts and switzerland with support from regional and country
based offi ces around the world
in the year to december 31 2014 the company incurred reorganization costs totaling 1809 million relating to employee 
involuntary termination benefi ts and other reorganization costs reorganization costs of 2455 million have been incurred 
since may 2013 the one shire reorganization is expected to be substantially completed by the fi rst quarter of 2016 currently 
the company estimates that further costs in respect of the one shire reorganization of approximately 130 million will be 
expensed as incurred during 2015 and 2016
the liability for reorganization costs arising from the one shire business reorganization at december 31 2014 is as follows 
opening
liability at
january 1
2014
’m
amount
charged
to re
organization
’m
paidutilized
’m
closing
liability at
december 31
2014
’m
involuntary termination benefits 153 1563 1336 380 
other reorganization costs 95 246 341 – 
248 1809 1677 380 
at december 31 2014 the closing reorganization cost liability was recorded within accounts payable and accrued expenses 
7 integration and acquisition costs
for the year to december 31 2014 shire recorded integration and acquisition costs of 1588 million 2013 a net credit of 
1341 million 2012 135 million comprising costs of 1441 million primarily related to the acquisition and integration 
of viropharma and a net charge of 147 million relating to the change in fair values of contingent consideration liabilities 
the change in fair value of contingent consideration liabilities in the year to december 31 2014 principally relates to the 
acquisition of sarcode refl ecting shire’s increased confi dence in the shp606 program and the acquisition of ferrokin 
refl ecting the decision to place the ongoing phase 2 clinical trial for shp602 on clinical hold 
in the year to december 31 2013 integration and acquisition costs primarily related to the acquisitions of sarcode and lotus 
tissue repair inc “lotus tissue repair” in addition to net charges related to the change in fair values of contingent 
consideration liabilities 136 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
8 accounts receivable net 
accounts receivable at december 31 2014 of 10351 million december 31 2013 9612 million are stated net of 
a provision for discounts and doubtful accounts of 485 million december 31 2013 479 million 2012 417 million 
provision for discounts and doubtful accounts
 
2014
’m
2013
’m 
2012
’m 
as at january 1 479 417 311 
provision charged to operations 3382 3068 2833 
provision utilization 3376 3006 2727
as at december 31 485 479 417 
at december 31 2014 accounts receivable included 590 million december 31 2013 378 million related to royalty income
9 inventories
inventories are stated at the lower of cost or market and comprise
 
december 31
2014
’m 
december 31
2013
’m 
finished goods 1360 1566 
workinprogress 3053 2405 
raw materials 1035 582 
 5448 4553 
10 results of discontinued operations
following the divestment of the company’s dermagraft business in january 2014 the operating results associated with 
the dermagraft business have been classifi ed as discontinued operations in the consolidated statements of income for all 
periods presented the components of discontinued operations which relate to the dermagraft business are as follows
 
2014
’m
2013
’m 
2012
’m 
revenues 
product revenues 19 898 1538 
loss from discontinued operations before income taxes 886 10809 964
income taxes 2113 3264 361 
gainloss from discontinued operations net of taxes 1227 7545 603
the gain from discontinued operations in the year to december 31 2014 is 1227 million net of tax this gain includes a 
tax credit of 2113 million primarily driven by a tax benefi t arising following a reorganization of the rm business undertaken 
in the fourth quarter of 2014 associated with the divestment of the dermagraft business in the fi rst quarter of 2014 
this gain was partially offset by costs associated with the divestment of the dermagraft business including a loss of 
336 million as a result of remeasuring to fair value the contingent consideration receivable from organogenesis
the loss from discontinued operations before income taxes in the year to december 31 2013 includes a charge of 
1918 million being the proportion of the former regenerative medicine “rm” reporting unit goodwill impairment charge 
that related to the dermagraft business 6369 million being the impairment charge recorded upon remeasurement of the 
divested assets to their fair value less costs to sell in the fourth quarter of 2013 and 996 million being amounts previously 
recorded to reorganization costs in relation to the dermagraft business annual report 2014 shire plc 137
11 prepaid expenses and other current assets
 
december 31
2014
’m 
december 31
2013
’m 
prepaid expenses 369 294 
income tax receivable 1215 177 4 
value added taxes receivable 138 145 
other current assets 493 417 
 2215 2630 
12 property plant and equipment net
 
december 31
2014
’m 
december 31
2013
’m 
land and buildings 7171 6950 
office furniture fittings and equipment 4942 4670 
warehouse laboratory and manufacturing equipment 2900 2762 
assets under construction 439 456 
 15452 14838 
less accumulated depreciation 7077 5920
 8375 8918 
depreciation expense for the years to december 31 2014 2013 and 2012 was 1635 million 1276 million and 
1090 million respectively
13 goodwill
 
december 31
2014
’m 
december 31
2013
’m 
goodwill arising on businesses acquired 24749 6246 
in the year to december 31 2014 the company completed the acquisitions of viropharma lumena fibrotech bikam and 
certain assets and employees relating to the manufacture of buccolam which resulted in aggregate goodwill with a 
preliminary value of 18905 million see note 4 for details
 
2014
’m 
2013
’m 
as at january 1 6246 6445 
acquisitions 18905 1703 
goodwill impairment charge related to continuing operations – 71
goodwill impairment charge related to dermagraft business recorded to discontinued operations – 1918
foreign currency translation 402 87 
as at december 31 24749 6246 
in the year to december 31 2013 the company recorded an impairment charge of 1989 million related to the goodwill 
allocated to the former rm reporting unit following the divestment of the dermagraft business 1918 million of the 
impairment charge was reclassifi ed to discontinued operations being the portion of the former rm reporting unit goodwill 
impairment charge that related to the dermagraft business
14 other intangible assets net
 
december 31
2014
’m 
december 31
2013
’m 
amortized intangible assets 
intellectual property rights acquired for currently marketed products 48169 25733 
other intangible assets 300 461 
48469 26194 
unamortized intangible assets
intellectual property rights acquired for iprd 15500 9515 
63969 35709 
less accumulated amortization 14625 12583
49344 23126 
strategic report governance financial statements other information 138 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
14 other intangible assets net continued
the change in the net book value of other intangible assets for the year to december 31 2014 and 2013 is shown in the 
table below 
other intangible assets
 
2014
’m
2013
’m 
as at january 1 23126 23881 
acquisitions 31186 7318 
divestment of noncore products refer to note 5 173 – 
amortization charged 2438 1520
amortization charged on dermagraft product technology presented within discontinued operations 
in the consolidated income statement – 394
impairment charges 1903 199
reclassification of dermagraft product technology to assets heldforsale – 6114
foreign currency translation 454 154 
as at december 31 49344 23126 
in the year to december 31 2014 the company acquired intangible assets totaling 31186 million primarily relating to the fair 
value of intangible assets for currently marketed products acquired with viropharma of 23200 million and iprd assets of 
7820 million which were acquired with viropharma and lumena see note 4 for further details
the company reviews its intangible assets for impairment whenever events or circumstances suggest that their carrying value 
may not be recoverable in the year to december 31 2014 the company identifi ed indicators of impairment in respect of its 
shp602 iron chelating agent for the treatment of iron overload secondary to chronic transfusion and shp613 for the 
treatment of improvement in patency of arteriovenous access in hemodialysis patients iprd assets 
the indicators of impairment related to shp602 included the decision in the fi rst quarter of 2014 to place the ongoing phase 2 
clinical trial in pediatric and adult patients on hold while certain nonclinical fi ndings are analyzed and evaluated the company 
therefore reviewed the recoverability of its shp602 iprd asset in the fi rst quarter of 2014 and recorded an impairment charge 
of 1660 million within rd expenses in the consolidated statement of income to record the shp602 iprd asset to its 
revised fair value this fair value was based on the revised discounted cash fl ow forecasts associated with shp602 which 
included a reduced probability of commercial launch and an overall delay in the forecast timing of launch
the indicators of impairment related to shp613 comprised the decision in the second quarter of 2014 to discontinue further 
development of this asset based on portfolio prioritization as well as unexpected challenges and complexities with the 
development program in the second quarter of 2014 the company recorded an impairment charge of 220 million within 
rd expenses in the consolidated statement of income to fully write off the shp613 iprd asset
management estimates that the annual amortization charge in respect of intangible assets held at december 31 2014 will be 
approximately 227 million for each of the fi ve years to december 31 2019 estimated amortization expense can be affected 
by various factors including future acquisitions disposals of product rights regulatory approval and subsequent amortization 
of acquired iprd projects foreign exchange movements and the technological advancement and regulatory approval of 
competitor products
15 accounts payable and accrued expenses
 
december 31
2014
’m 
december 31
2013
’m 
trade accounts payable and accrued purchases 2477 2026 
accrued rebates – medicaid 5639 5491 
accrued rebates – managed care 3182 2581 
sales return reserve 1317 988 
accrued bonuses 1507 1309 
accrued employee compensation and benefits payable 1091 794 
rd accruals 883 696 
provisions for litigation losses and other claims 156 717 
other accrued expenses 2842 2282 
 19094 16884  annual report 2014 shire plc 139
16 other current liabilities
 
december 31
2014
’m 
december 31
2013
’m 
income taxes payable 162 690 
value added taxes 166 158 
contingent consideration payable 1945 129 
other current liabilities 352 218 
 2625 1195 
17 borrowings
term loan agreement
2015 facilities agreement
on january 11 2015 the company entered into a 850 million facility agreement with among others citi global markets 
limited acting as mandated lead arranger and bookrunner the “2015 facility agreement” the 2015 facility agreement 
comprises a 850 million term loan facility shire has agreed to act as guarantor for any of its subsidiaries that are or become 
additional borrowers under the 2015 facility agreement
the 2015 facilities agreement which matures on january 10 2016 may be used only to fi nance the purchase price payable 
in respect of shire’s acquisition of nps pharma including certain related costs the maturity date may be extended twice at 
shire’s option by six months on each occasion on february 23 2015 shire requested the utilization of 850 million under 
the 2015 facilities agreement to partially fi nance the purchase price payable in respect of shire’s acquisition of nps pharma 
including certain related costs
interest on any loans made under the 2015 facility agreement will be payable on the last day of each interest period which 
may be one week or one two three or six months at the election of shire or as otherwise agreed with the lenders the interest 
rate applicable to the 2015 facility agreement is libor plus 050 per annum and increases by 025 per annum six months 
after the date of the agreement and on each subsequent date falling at threemonth intervals thereafter
shire shall also pay a commitment fee on the available but unutilized commitments under 850 million term loan facility for 
the availability period applicable to each facility with effect from fi rst utilization the commitment fee rate will be 35 of the 
applicable margin before fi rst utilization the commitment fee rate will increase in stages from 0 to 35 of the applicable 
margin over a period of three months
the 2015 facility agreement includes customary representations and warranties covenants and events of default including 
requirements that the ratio of net debt to ebitda of the group each as defi ned in the 2015 facility agreement must not at 
any time exceed 351 for the relevant period as defi ned in the 2015 facility agreement except that following certain 
acquisitions including the merger with nps pharma shire may elect to increase the ratio to 401 in the relevant period in 
which the acquisition was completed and the immediately following relevant period in addition for each 12month period 
ending december 31 or june 30 the ratio of ebitda of the group to net interest each as defi ned in the 2015 facility 
agreement must not be less than 401
the 2015 facility agreement restricts subject to certain exceptions shire’s ability to incur additional fi nancial indebtedness 
grant security over its assets or provide or guarantee loans further any lender may require mandatory prepayment of its 
participation if there is a change of control of shire in addition in certain circumstances the net proceeds of certain shares 
undertakings or business disposals by shire must be applied towards the mandatory prepayment of the facility subject to 
certain exceptions
events of default under the facility include i nonpayment of any amounts due under the facility ii failure to satisfy any 
fi nancial covenants iii material misrepresentation in any of the fi nance documents iv failure to pay or certain other defaults 
under other fi nancial indebtedness v certain insolvency events or proceedings vi material adverse changes in the business 
operations assets or fi nancial condition of shire and its subsidiaries vii if it becomes unlawful for shire or any of its 
subsidiaries that are parties to the 2015 facility agreement to perform their obligations or viii if shire or any subsidiary of shire 
which is a party to the 2015 facility agreement repudiates the 2015 facility agreement or any other fi nance document among 
others the 2015 facility agreement is governed by english law
strategic report governance financial statements other information 140 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
17 borrowings continued
2013 facilities agreement
on november 11 2013 shire entered into a 2600 million facilities agreement with among others morgan stanley bank 
international limited acting as lead arranger and agent the “2013 facilities agreement” the 2013 facilities agreement 
comprised two credit facilities i a 1750 million term loan facility and ii an 850 million term loan facility 
on december 13 2013 and at various points during the year to december 31 2014 the company cancelled part of the 
2600 million term loan facility at december 31 2014 the 2013 facilities agreement comprised an 850 million term loan 
facility which matures on november 11 2015 and was fully utilized all other terms and conditions remain unchanged
the 850 million term loan facility which matures on november 11 2015 has been used to fi nance the purchase price payable 
in respect of shire’s acquisition of viropharma including certain related costs
interest on any loans made under the facilities will be payable on the last day of each interest period which may be one week 
or one two three or six months at the election of shire or as otherwise agreed with the lenders 
the interest rate applicable to the 850 million term loan facility commenced at libor plus 115 per annum until delivery 
of the compliance certifi cate for the year ending december 31 2013 and is subject to change depending upon the prevailing 
ratio of net debt to ebitda of the group each as defi ned in the 2013 facilities agreement in respect of the most recently 
completed fi nancial year or fi nancial half year
the 2013 facilities agreement includes customary representations and warranties covenants and events of default 
including requirements that the ratio of net debt to ebitda of shire each as defi ned in the 2013 facilities agreement must 
not at any time exceed 351 for the relevant period as defi ned in the 2013 facilities agreement except that following 
certain acquisitions including the viropharma acquisition shire may elect to increase the ratio to 401 in the relevant period 
in which the acquisition was completed and the immediately following relevant period in addition for each 12month period 
ending december 31 or june 30 the ratio of ebitda of the group to net interest each as defi ned in the 2013 facilities 
agreement must not be less than 401
the 2013 facilities agreement restricts subject to certain covenants shire’s ability to incur additional fi nancial indebtedness 
grant security over its assets or provide or guarantee loans further any lender may require mandatory prepayment of its 
participation if there is a change of control of shire in addition in certain circumstances the net proceeds of certain shares 
undertakings or business disposals by shire must be applied towards the mandatory prepayment of the facilities subject to 
certain exceptions
events of default under the facilities include i nonpayment of any amounts due under the facilities ii failure to satisfy 
any fi nancial covenants iii material misrepresentation in any of the fi nance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain insolvency events or proceedings vi material adverse changes in the 
business operations assets or fi nancial condition of shire and its subsidiaries vii if it becomes unlawful for shire or any of 
its subsidiaries that are parties to the 2013 facilities agreement to perform their obligations or viii if shire or any subsidiary 
of shire which is a party to the 2013 facilities agreement repudiates the 2013 facilities agreement or any other fi nance 
document among others the 2013 facilities agreement is governed by english law 
revolving credit facility “rcf”
on december 12 2014 shire entered into a 2100 million revolving credit facilities agreement the “rcf” with a number 
of fi nancial institutions for which abbey national treasury services plc trading as santander global banking and markets 
bank of america merrill lynch international limited barclays bank plc citigroup global markets limited lloyds bank plc 
the royal bank of scotland plc and sumitomo mitsui banking corporation acted as mandated lead arrangers and 
bookrunners and dnb bank asa the bank of tokyomitsubishi ufj ltd credit suisse ag london branch deutsche bank 
luxembourg sa goldman sachs bank usa mizuho bank ltd and morgan stanley bank international limited acted as 
arrangers shire is an original borrower under the rcf and has agreed to act as guarantor for its subsidiaries which are also 
original borrowers and for any other of its subsidiaries that become additional borrowers thereunder at december 31 2014 
the rcf was undrawn on february 23 2015 shire requested the utilization of 1300 million under the rcf to partially fi nance 
the purchase price payable in respect of shire’s acquisition of nps pharma including certain related costs
the rcf  which terminates on december 12 2019 may be applied towards fi nancing the general corporate purposes of shire 
the rcf incorporates a 250 million us dollar and euro swingline facility operating as a sublimit thereof
the rcf became immediately available for general corporate purposes as outlined above on satisfaction of certain customary 
conditions precedent including the cancellation of shire’s existing multicurrency term and revolving facilities agreement dated 
november 23 2010 the “2010 rcf” with a number of fi nancial institutions for which abbey national treasury services plc 
bank of america merrill lynch international limited formerly banc of america securities limited barclays bank plc formerly 
barclays capital citigroup global markets limited lloyds bank plc formerly lloyds tsb bank plc and the royal bank of 
scotland plc acted as lead arrangers the facilities under which at such time were undrawn  annual report 2014 shire plc 141
17 borrowings continued
interest on any loans made under the rcf will be payable on the last day of each interest period which may be one week or 
one two three or six months at the election of shire or as otherwise agreed with the lenders the interest rate for the rcf 
will be libor or in relation to any revolving loan in euro euribor plus 030 per year until delivery of the fi rst compliance 
certifi cate required to be delivered after the date of the rcf  subject to change thereafter depending upon i the prevailing 
ratio of net debt to ebitda each as defi ned in the rcf in respect of the most recently completed fi nancial year or fi nancial 
half year and ii the occurrence and continuation of an event of default in respect of the fi nancial covenants or the failure to 
provide a compliance certifi cate
shire shall also pay i a commitment fee equal to 35 per year of the applicable margin on available commitments under 
the rcf for the availability period applicable thereto and ii a utilization fee equal to a 010 per year of the aggregate of 
the amount requested by the borrower in a utilization request the “base currency amount” of all outstanding loans up to 
an aggregate base currency amount equal to 700 million b 015 per year of the amount by which the aggregate 
base currency amount of all outstanding loans exceeds 700 million but is equal to or less than 1400 million and c 030 
per year of the amount by which the aggregate base currency amount of all outstanding loans exceeds 1400 million
the rcf includes customary representations and warranties covenants and events of default including requirements that 
shire’s i ratio of net debt to ebitda in respect of the most recentlyended 12month relevant period each as defi ned in 
the rcf must not at any time exceed 351 except that following an acquisition fulfi lling certain criteria shire may on a 
once only basis elect to increase this ratio to 401 for the relevant period in which the acquisition was completed and for 
that immediately following and ii ratio of ebitda to net interest for the most recentlyended 12month relevant period 
each as defi ned in the rcf must not be less than 401
the rcf restricts subject to certain exceptions shire’s ability to incur additional fi nancial indebtedness grant security over 
its assets or provide loansgrant credit further any lender may require mandatory prepayment of its participation if there is a 
change of control of shire subject to certain exceptions for schemes of arrangement and analogous schemes
events of default under the facilities include among others i nonpayment of any amounts due under the finance documents 
as defi ned in the rcf ii failure to satisfy any fi nancial covenants iii material misrepresentation in any of the finance 
documents iv failure to pay or certain other defaults under other fi nancial indebtedness v certain insolvency events or 
proceedings vi material adverse changes in the business operations assets or fi nancial condition of shire as a whole vii if 
it becomes unlawful for shire or any successor parent company or any of their respective subsidiaries that are parties to the 
rcf to perform their obligations thereunder or viii if shire or any successor parent company or any subsidiary thereof which 
is a party to the rcf repudiates such agreement or other finance document the full terms of the rcf are set out in note 17
18 other noncurrent liabilities
 
december 31
2014
’m 
december 31
2013
’m 
income taxes payable 1992 1157 
deferred revenue 72 98 
deferred rent 66 113 
contingent consideration payable 4354 3930 
other noncurrent liabilities 883 587 
 7367 5885 
19 commitments and contingencies
a leases
future minimum lease payments under operating leases at december 31 2014 are presented below
 
operating
leases
’m 
2015 493 
2016 289 
2017 222 
2018 149 
2019 133 
thereafter 925 
2211
the company leases land facilities motor vehicles and certain equipment under operating leases expiring through 2032 
lease and rental expense amounted to 329 million 440 million and 432 million for the year to december 31 2014 2013 
and 2012 respectively which is predominately included in sga expenses in the company’s consolidated income statement
strategic report governance financial statements other information 142 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
19 commitments and contingencies continued
b letters of credit and guarantees
at december 31 2014 the company had irrevocable standby letters of credit and guarantees with various banks and 
insurance companies totaling 46 million being the contractual amounts providing security for the company’s performance 
of various obligations these obligations are primarily in respect of the recoverability of insurance claims lease obligations and 
supply commitments
c collaborative and other licensing arrangements
details of signifi cant updates in collaborative and other licensing arrangements are included below
outlicensing arrangements
shire has entered into various collaborative and outlicensing arrangements under which the company has outlicensed 
certain product or intellectual property rights for consideration such as upfront payments development milestones sales 
milestones andor royalty payments in some of these arrangements shire and the licensee are both actively involved in the 
development and commercialization of the licensed product and have exposure to risks and rewards dependent on its 
commercial success under the terms of these collaborative and outlicensing arrangements the company may receive 
development milestone payments up to an aggregate amount of 39 million and sales milestones up to an aggregate amount 
of 59 million the receipt of these substantive milestones is uncertain and contingent on the achievement of certain 
development milestones or the achievement of a specifi ed level of annual net sales by the licensee in the year to december 
31 2014 shire received upfront and milestone payments totaling 22 million 2013 30 million 2012 183 million in the 
year to december 31 2014 shire recognized milestone income of 167 million 2013 50 million 2012 194 million in 
other revenues and 465 million 2013 583 million 2012 838 million in product sales for shipment of product to the 
relevant licensee
inlicensing arrangements
i strategic licensing and collaboration agreement with armagen technologies inc “armagen”
on july 23 2014 shire and armagen a usbased privately held biotechnology company announced a worldwide licensing 
and collaboration agreement to develop and commercialize agt 182 an investigational enzyme replacement therapy “ert” 
for the potential treatment of both the central nervous system “cns” and somatic manifestations in patients with hunter 
syndrome “mps ii” under the terms of the agreement shire has obtained worldwide commercialization rights for agt 182 
and an equity stake in armagen in exchange for an upfront cash payment of 15 million shire will reimburse armagen for 
research and development work carried out by armagen and pay future milestones up to a maximum of 208 million 
contingent upon the achievement of certain development regulatory and commercial milestones armagen will also be entitled 
to royalties on future relevant net sales in the year to december 31 2014 shire’s share of rd costs under this arrangement 
was 17 million which was expensed to rd
shire and armagen are conducting the collaboration through a joint steering committee as part of the agreement armagen is 
responsible for conducting and completing the phase 12 study after which point shire will be responsible for further clinical 
development including phase 3 trials and commercialization 
ii research collaboration with santaris pharma as “santaris” on locked nucleic acid “lna” drug platform 
on august 24 2009 shire announced that it had entered into a research collaboration with santaris to develop its proprietary 
lna technology in a range of rare diseases lna technology has the benefi t of shortened target validation and proof of 
concept potentially increasing the speed and lowering the cost of development as part of the joint research project santaris 
will design develop and deliver preclinical lna oligonucleotides for shireselected orphan disease targets and shire will 
have the exclusive right to further develop and commercialize these candidate compounds on a worldwide basis
in the year to december 31 2014 shire paid success milestones and other support costs of nil 2013 15 million 2012 
30 million and 04 million 2013 45 million 2012 81 million to santaris respectively which were expensed to rd 
in 2014 all existing research projects were terminated either as a result of technical failure or portfolio prioritization unless 
new target indications are nominated shire currently has no obligations to pay santaris development and sales milestones 
or royalties on net sales of product 
iii collaboration and license agreement with sangamo to develop therapeutics for hemophilia
on february 1 2012 shire and sangamo announced that they had entered into a collaboration and license agreement to 
develop therapeutics for hemophilia and other monogenic diseases based on sangamo’s zfp technology sangamo is 
responsible for all activities through submission of investigational new drug applications and european clinical trial 
applications for each product and shire will reimburse sangamo for its internal and external research programrelated costs 
shire is responsible for clinical development and commercialization of products arising from the collaboration 
in the year to december 31 2012 shire made an upfront payment to sangamo of 130 million for technology access and 
rd funding which was expensed to rd  annual report 2014 shire plc 143
19 commitments and contingencies continued
in the year to december 31 2014 shire paid success milestones and other support costs of 10 million 2013 nil 2012 nil 
and 226 million 2013 152 million 2012 89 million to sangamo respectively which were expensed to rd shire has 
remaining obligations to pay sangamo research regulatory development and commercial milestone payments up to a 
maximum of 2135 million for each current indication and to pay royalties on net sales of the product
d commitments
i clinical testing 
at december 31 2014 the company had committed to pay approximately 382 million december 31 2013 346 million to 
contract vendors for administering and executing clinical trials the timing of these payments is dependent upon actual 
services performed by the organizations as determined by patient enrollment levels and related activities
ii contract manufacturing
at december 31 2014 the company had committed to pay approximately 384 million december 31 2013 109 million in 
respect of contract manufacturing the company expects to pay 125 million of these commitments in 2015 the increase in 
contract manufacturing commitments arises principally from commitments with viropharma’s contract manufacturer of 
cinryze
iii other purchasing commitments
at december 31 2014 the company had committed to pay approximately 265 million december 31 2013 128 million for 
future purchases of goods and services predominantly relating to active pharmaceutical ingredients sourcing the company 
expects to pay 244 million of these commitments in 2015 the increase in other purchasing commitments arises principally 
from commitments with viropharma’s suppliers of blood plasma used in the manufacturing of cinryze
iv investment commitments
at december 31 2014 the company had outstanding commitments to subscribe for interests in companies and partnerships 
for amounts totaling 67 million december 31 2013 14 million which may all be payable in 2015 depending on the timing 
of capital calls the investment commitments include additional funding to certain variable interest entities “vie” of which 
shire is not the primary benefi ciary 
v capital commitments
at december 31 2014 the company had committed to spend 3 million december 31 2013 12 million on capital projects 
e legal and other proceedings
the company expenses legal costs as they are incurred
the company recognizes loss contingency provisions for probable losses when management is able to reasonably estimate 
the loss when the estimated loss lies within a range the company records a loss contingency provision based on its best 
estimate of the probable loss if no particular amount within that range is a better estimate than any other amount the 
minimum amount is recorded estimates of losses may be developed substantially before the ultimate loss is known and are 
therefore refi ned each accounting period as additional information becomes known in instances where the company is unable 
to develop a reasonable estimate of loss no loss contingency provision is recorded at that time as information becomes 
known a loss contingency provision is recorded when a reasonable estimate can be made the estimates are reviewed 
quarterly and the estimates are changed when expectations are revised an outcome that deviates from the company’s 
estimate may result in an additional expense or release in a future accounting period at december 31 2014 provisions for 
litigation losses insurance claims and other disputes totaled 169 million december 31 2013 727 million
the company’s principal pending legal and other proceedings are disclosed below the outcomes of these proceedings are 
not always predictable and can be affected by various factors for those legal and other proceedings for which it is considered 
at least reasonably possible that a loss has been incurred the company discloses the possible loss or range of possible loss in 
excess of the recorded loss contingency provision if any where such excess is both material and estimable
vyvanse
in may and june 2011 shire was notifi ed that six separate abbreviated new drug applications “andas” were submitted 
under the hatchwaxman act seeking permission to market generic versions of all approved strengths of vyvanse the 
notices were from sandoz inc “sandoz” amneal pharmaceuticals llc “amneal” watson laboratories inc roxane 
laboratories inc “roxane” mylan pharmaceuticals inc and actavis elizabeth llc and actavis inc collectively “actavis” 
since fi ling suit against these anda fi lers along with api suppliers johnson matthey inc and johnson matthey 
pharmaceuticals materials collectively “johnson matthey” shire has been engaged in a consolidated patent infringement 
litigation in the us district court for the district of new jersey against the aforementioned parties except watson who 
withdrew their anda
strategic report governance financial statements other information 144 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
19 commitments and contingencies continued
on june 23 2014 the us district court for the district of new jersey granted shire’s summary judgment motion holding that 
18 claims of the patentsinsuit were both infringed and valid the ruling prevents all of the anda fi lers sandoz roxane 
amneal actavis and mylan from launching generic versions of vyvanse until the earlier of either a successful appeal to the 
us court of appeals for the federal circuit or the expiration of these patents in 2023 to appeal successfully the anda
defendants must overturn the court’s rulings for each of these 18 patent claims all of the defendants have appealed the 
court’s summary judgment ruling to the court of appeals of the federal circuit no dates have been set for oral argument
lialda 
in may 2010 shire was notifi ed that zydus pharmaceuticals usa inc “zydus” had submitted an anda under the hatch
waxman act seeking permission to market a generic version of lialda within the requisite 45 day period shire fi led a lawsuit 
in the us district court for the district of delaware against zydus and cadila healthcare limited doing business as zydus 
cadila a markman hearing took place on january 29 2015 the previously scheduled trial date has been vacated at present 
there is no trial date 
in february 2012 shire was notifi ed that osmotica pharmaceutical corporation “osmotica” had submitted an anda under 
the hatchwaxman act seeking permission to market a generic version of lialda within the requisite 45 day period shire 
fi led a lawsuit in the us district court for the northern district of georgia against osmotica a markman hearing took place on 
august 22 2013 and a markman ruling was issued on september 25 2014 no trial date has been set 
in march 2012 shire was notifi ed that watson laboratories incflorida had submitted an anda under the hatchwaxman act 
seeking permission to market a generic version of lialda within the requisite 45 day period shire fi led a lawsuit in the us 
district court for the southern district of florida against watson laboratories incflorida and watson pharmaceuticals inc 
watson pharma inc and watson laboratories inc were subsequently added as defendants a trial took place in april 2013 
and on may 9 2013 the trial court issued a decision fi nding that the proposed generic product infringes the patentinsuit and 
that the patent is not invalid watson appealed the trial court’s ruling to the court of appeals of the federal circuit “cafc” 
and a hearing took place on december 2 2013 the ruling of the cafc was issued on march 28 2014 overruling the trial court 
on the interpretation of two claim terms and remanding the case for further proceedings shire petitioned the supreme court 
for a writ of certiori which was granted on january 26 2015 the supreme court also vacated the cafc decision and 
remanded the case to the cafc for further consideration in light of the supreme court’s recent decision in teva v sandoz 
no dates have been set for the remanded case at the cafc
in april 2012 shire was notifi ed that mylan pharmaceuticals inc had submitted an anda under the hatchwaxman act 
seeking permission to market a generic version of lialda within the requisite 45 day period shire fi led a lawsuit in the 
us district court for the middle district of florida against mylan a markman hearing took place on december 22 2014 
atrial is scheduled during the court’s trial term beginning on august 3 2015 
subpoena related to adderall xr daytrana and vyvanse and louisiana complaint related to adderall 
adderall xr daytrana vyvanse and intuniv 
on september 24 2014 shire announced that it had resolved all matters with the federal government the 50 states and the 
district of columbia relating to a previously disclosed civil investigation of its us sales and marketing practices relating to 
adderall xr vyvanse daytrana lialda and pentasa the investigation was led by the us attorney’s offi ce for the 
eastern district of pennsylvania under the agreement shire has paid 565 million and interest fees and costs to resolve all 
issues investigated by the government this fi nal settlement includes the resolution of two related qui tam complaints fi led 
against the company and a voluntary disclosure relating to lialda and pentasa in addition shire has paid 29 million to 
resolve a previously disclosed civil complaint fi led by the state of louisiana alleging that the company’s sales marketing and 
promotion of adderall adderall xr daytrana vyvanse and intuniv violated state law the company recorded a 
575 million provision related to these matters which was charged to sga in the fourth quarter of 2012 as part of the 
resolution shire has entered into a corporate integrity agreement with the offi ce of inspector general for the department of 
health and human services for a term of fi ve years
investigation related to dermagraft
the department of justice including the us attorney’s offi ce for the middle district of florida tampa division and the us 
attorney’s offi ce for washington dc is conducting civil and criminal investigations into the sales and marketing practices of 
advanced biohealing inc “abh” relating to dermagraft 
following the disposal of the dermagraft business in january 2014 shire has retained certain legacy liabilities including 
any liability that may arise from this investigation shire is cooperating fully with these investigations shire is not in a position 
at this time to predict the scope duration or outcome of these investigations
civil investigative demand relating to vancocin
on april 6 2012 viropharma received a notifi cation that the united states federal trade commission “ftc” is conducting an 
investigation into whether viropharma had engaged in unfair methods of competition with respect to vancocin on august 3 
2012 and september 8 2014 viropharma and shire respectively received civil investigative demands from the ftc 
requesting additional information related to this matter shire intends to continue to cooperate fully with the ftc investigation 
at this time shire is unable to predict the outcome or duration of this investigation annual report 2014 shire plc 145
19 commitments and contingencies continued
lawsuit related to supply of elaprase to certain patients in brazil
on september 24 2014 shire’s brazilian affi liate shire farmaceutica brasil ltda was served with a lawsuit brought by the 
state of sao paulo and in which the brazilian public attorney’s offi ce has intervened alleging that shire is obligated to provide 
certain medical care including elaprase for an indefi nite period at no cost to patients who participated in elaprase clinical 
trials in brazil and seeking recoupment to the brazilian government for amounts paid for these patients to date and moral 
damages associated with these claims shire intends to defend itself against these allegations but is not able to predict the 
outcome or duration of this case
20 accumulated other comprehensive incomeloss
the changes in accumulated other comprehensive incomeloss net of their related tax effects in the year to december 31 
2014 are included below
 
foreign
currency
translation
adjustment
’m
unrealized
holding gain
on available
forsale
securities
’m 
accumulated
other
comprehensive
incomeloss
’m 
as at january 1 2014 1104 02 1102 
current period change   
other comprehensive lossincome before reclassification 1361 37 1324
gain transferred to the income statement within other incomeexpense net
on disposal of availableforsale securities – 93 93
net current period other comprehensive loss 1361 56 1417
as at december 31 2014 257 58 315
21 financial instruments
treasury policies and organization
the company’s principal treasury operations are coordinated by its corporate treasury function all treasury operations are 
conducted within a framework of policies and procedures approved annually by the board as a matter of policy the company 
does not undertake speculative transactions that would increase its currency or interest rate exposure
interest rate risk
the company is exposed to interest rate risk on its 2100 million rcf  its 850 million 2013 facilities agreement and its 
850 million 2015 facilities agreement on which interest is at fl oating rates to the extent any of these facilities are utilized 
at december 31 2014 the rcf was undrawn and the company had fully utilized the 850 million of 2013 facilities 
agreement shire’s exposure under its 850 million 2013 facilities agreement is to us dollar interest rates
the company has evaluated the interest rate risk on the rcf and on the 2013 and 2015 facilities agreements and considers 
the risks associated with fl oating interest rates on the instruments as appropriate a hypothetical one percentage point 
increase or decrease in the interest rates applicable to drawings under the 2013 facilities agreement at december 31 
2014 would increase or decrease interest expense by approximately 85 million per annum 
the company is also exposed to interest rate risk on its restricted cash cash and cash equivalents and on foreign exchange 
contracts on which interest is at fl oating rates this exposure is primarily to us dollar pounds sterling euro and canadian 
dollar interest rates as the company maintains all of its cash liquid investments and foreign exchange contracts on a short 
term basis for liquidity purposes this risk is not actively managed in the year to december 31 2014 the average interest 
rate received on cash and liquid investments was less than 1 per annum the largest proportion of these cash and liquid 
investments was in us dollar money market and liquidity funds 
no derivative instruments were entered into during the year to december 31 2014 to manage interest rate exposure 
the company continues to review its interest rate risk and the policies in place to manage the risk 
credit risk 
financial instruments that potentially expose shire to concentrations of credit risk consist primarily of shortterm cash 
investments derivative contracts and trade accounts receivable from product sales and from third parties from which the 
company receives royalties cash is invested in shortterm money market instruments including money market and liquidity 
funds and bank term deposits the money market and liquidity funds in which shire invests are all triple a rated by both 
standard  poor’s and by moody’s credit rating agencies
the company is exposed to the credit risk of the counterparties with which it enters into derivative instruments the company 
limits this exposure through a system of internal credit limits which vary according to ratings assigned to the counterparties 
by the major rating agencies the internal credit limits are approved by the board and exposure against these limits is 
monitored by the corporate treasury function the counterparties to these derivatives contracts are major international 
fi nancial institutions 
strategic report governance financial statements other information 146 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
21 financial instruments continued
the company’s revenues from product sales in the us are mainly governed by agreements with major pharmaceutical 
wholesalers and relationships with other pharmaceutical distributors and retail pharmacy chains for the year to december 31 
2014 there were three customers in the us that accounted for 47 of the company’s product sales however such customers 
typically have signifi cant cash resources and as such the risk from concentration of credit is considered acceptable the 
company has taken positive steps to manage any credit risk associated with these transactions and operates clearly defi ned 
credit evaluation procedures however an inability of one or more of these wholesalers to honor their debts to the company 
could have an adverse effect on the company’s fi nancial condition and results of operations
a substantial portion of the company’s accounts receivable in countries outside of the united states is derived from product 
sales to governmentowned or governmentsupported healthcare providers the company’s recovery of these accounts 
receivable is therefore dependent upon the fi nancial stability and creditworthiness of the relevant governments in recent years 
global and national economic conditions have negatively affected the growth creditworthiness and general economic 
condition of certain markets in which the company operates as a result in some countries outside of us being argentina 
greece italy portugal and spain collectively the “relevant countries” the company is experiencing delays in the remittance 
of receivables due from governmentowned or governmentsupported healthcare providers the company continued to 
receive remittances in relation to governmentowned or governmentsupported healthcare providers in all the relevant 
countries in the year december 31 2014 including receipts of 98 million and 143 million in respect of spanish and italian 
receivables respectively
to date the company has not incurred signifi cant losses on accounts receivable in the relevant countries and continues to 
consider that such accounts receivable are recoverable the company will continue to evaluate all its accounts receivable for 
potential collection risks and has made provision for amounts where collection is considered to be doubtful if the fi nancial 
condition of the relevant countries or other eurozone countries suffer signifi cant deterioration such that their ability to make 
payments becomes uncertain or if one or more eurozone member countries withdraws from the euro additional allowances 
for doubtful accounts may be required and losses may be incurred in future periods any such loss could have an adverse 
effect on the company’s fi nancial condition and results of operations
foreign exchange risk
the company trades in numerous countries and as a consequence has transactional and translational foreign exchange 
exposures
transactional exposure arises where transactions occur in currencies different to the functional currency of the relevant 
subsidiary the main trading currencies of the company are the us dollar pounds sterling swiss franc and the euro it is the 
company’s policy that these exposures are minimized to the extent practicable by denominating transactions in the 
subsidiary’s functional currency 
where signifi cant exposures remain the company uses foreign exchange contracts being spot forward and swap contracts 
to manage the exposure for balance sheet assets and liabilities that are denominated in currencies different to the functional 
currency of the relevant subsidiary these assets and liabilities relate predominantly to intercompany fi nancing the foreign 
exchange contracts have not been designated as hedging instruments cash fl ows from derivative instruments are presented 
within net cash provided by operating activities in the consolidated cash fl ow statement unless the derivative instruments are 
economically hedging specifi c investing or fi nancing activities
translational foreign exchange exposure arises on the translation into us dollars of the fi nancial statements of nonus dollar 
functional subsidiaries
at december 31 2014 the company had 56 swap and forward foreign exchange contracts outstanding to manage currency 
risk the swap and forward contracts mature within 90 days the company did not have credit risk related contingent features 
or collateral linked to the derivatives the company has master netting agreements with a number of counterparties to these 
foreign exchange contracts and on the occurrence of specifi ed events the company has the ability to terminate contracts and 
settle them with a net payment by one party to the other the company has elected to present derivative assets and derivative 
liabilities on a gross basis in the consolidated balance sheet as at december 31 2014 the potential effect of rights of set off 
associated with the foreign exchange contracts would be an offset to both assets and liabilities of 42 million resulting in net 
derivative assets and derivative liabilities of 84 million and 36 million respectively further details are included below
 
fair value
december 31
2014
’m 
fair value
december 31
2013
’m 
assets prepaid expenses and other current assets 126 40 
liabilities other current liabilities 78 28  annual report 2014 shire plc 147
21 financial instruments continued
net gainslosses both realized and unrealized arising on foreign exchange contracts have been classifi ed in the consolidated 
statements of income as follows
location of net gainslosses 
recognized in income
amount of net gainslosses recognized
in income
in the year to 
december 31
2014
’m 
december 31
2013
’m 
december 31
2012
’m 
foreign exchange contracts other income net 80 18 62 
these net foreign exchange gainslosses are offset within other income net by net foreign exchange lossesgains arising on 
the balance sheet items that these contracts were put in place to manage
22 fair value measurement 
assets and liabilities that are measured at fair value on a recurring basis
as at december 31 2014 and december 31 2013 the following fi nancial assets and liabilities are measured at fair value on a 
recurring basis using quoted prices in active markets for identical assets level 1 signifi cant other observable inputs level 2 
and signifi cant unobservable inputs level 3
carrying value fair value
at december 31 2014 ’m
total
’m
level 1
’m
level 2
’m
level 3
’m
financial assets 
availableforsale securities
1
131 131 131 – – 
contingent consideration receivable
2
159 159 – – 159 
foreign exchange contracts 126 126 – 126 – 
financial liabilities      
foreign exchange contracts 78 78 – 78 – 
contingent consideration payable
3
6299 6299 – – 6299 
at december 31 2013 ’m
total
’m
level 1
’m
level 2
’m
level 3
’m
financial assets 
availableforsale securities
1
67 67 67 – – 
contingent consideration receivable
2
361 361 – – 361 
foreign exchange contracts 40 40 – 40 – 
financial liabilities      
foreign exchange contracts 28 28 – 28 – 
contingent consideration payable
3
4059 4059 – – 4059 
1
 availableforsale securities are included within investments in the consolidated balance sheet
2
 contingent consideration receivable is included within prepaid expenses and other current assets and other noncurrent assets in the consolidated balance sheet
3
 contingent consideration payable is included within other current liabilities and other noncurrent liabilities in the consolidated balance sheet
certain estimates and judgments were required to develop the fair value amounts the fair value amounts shown above are not 
necessarily indicative of the amounts that the company would realize upon disposition nor do they indicate the company’s 
intent or ability to dispose of the fi nancial instrument
the following methods and assumptions were used to estimate the fair value of each material class of fi nancial instrument
  availableforsale securities – the fair values of availableforsale securities are estimated based on quoted market prices for 
those investments 
  contingent consideration receivable – the fair value of the contingent consideration receivable has been estimated using the 
income approach using a probability weighted discounted cash ﬂ ow method 
  foreign exchange contracts – the fair values of the swap and forward foreign exchange contracts have been determined using 
an income approach based on current market expectations about the future cash ﬂ ows
  contingent consideration payable – the fair value of the contingent consideration payable has been estimated using the income 
approach using a probability weighted discounted cash ﬂ ow method
strategic report governance financial statements other information 148 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
22 fair value measurement continued
assets and liabilities measured at fair value on a recurring basis using signiﬁ cant unobservable inputs level 3
the change in the fair value of the company’s contingent consideration receivable and payables which are measured at fair 
value on a recurring basis using signifi cant unobservable inputs level 3 are as follows
contingent consideration receivable 
2014
’m 
2013
’m 
balance at january 1 361 383 
initial recognition of contingent consideration receivable 336 – 
loss recognized in the income statement within discontinued operations due to change in fair value during the period 336 – 
lossgain recognized in the income statement within gain on sale of product rights due to change in fair value during 
the period 29 159 
reclassification of amounts to other receivables within other current assets 202 195
amounts recorded to other comprehensive income within foreign currency translation adjustments 29 14 
balance at december 31 159 361 
contingent consideration payable 
2014
’m 
2013
’m 
balance at january 1 4059 1364 
initial recognition of contingent consideration payable 2267 4514 
change in fair value during the period with the corresponding adjustment recognized as a loss in the income statement 
within integration and acquisition costs 147 1591
reclassification of amounts to other current liabilities 151 139
change in fair value during the period with corresponding adjustment to the associated intangible asset 27 89
amounts recorded to other comprehensive income within foreign currency translation adjustments 50 – 
balance at december 31 6299 4059 
of the 6299 million of contingent consideration payable as at december 31 2014 1945 million is recorded within other 
current liabilities and 4354 million is recorded within other noncurrent liabilities in the company’s balance sheet
quantitative information about assets and liabilities measured at fair value on a recurring basis using signiﬁ cant 
unobservable inputs level 3
quantitative information about the company’s recurring level 3 fair value measurements is included below
financial assets fair value at the measurement date
at december 31 2014 
fair value
’m
valuation
technique 
significant
unobservable inputs range 
contingent consideration receivable “ccr” 159 income approach 
probability weighted 
discounted cash 
flow
probability weightings applied to 
different sales scenarios
future forecast consideration 
receivable based on contractual 
terms with purchaser
assumed market participant 
discount rate 
10 to 70
27 million to 70 million
93 to 115
financial liabilities fair value at the measurement date
at december 31 2014 
fair value
’m
valuation
technique 
significant
unobservable inputs range 
contingent consideration payable 6299 income approach 
probability weighted 
discounted cash 
flow
cumulative probability of 
milestones being achieved
assumed market participant 
discount rate
periods in which milestones are 
expected to be achieved 
forecast quarterly royalties 
payable on net sales of 
relevant products
4 to 95 
12 to 118 
2015 to 2030
02 to 76 million annual report 2014 shire plc 149
22 fair value measurement continued
the company remeasures the ccr relating to contingent consideration due to the company following divestment of certain 
of the company’s products at fair value at each balance sheet date with the fair value measurement based on forecast cash 
fl ows over a number of scenarios which vary depending on the expected performance outcome of the products following 
divestment the forecast cash fl ows under each of these differing outcomes have been included in probability weighted 
estimates used by the company in determining the fair value of the ccr
contingent consideration payable represents future milestones the company may be required to pay in conjunction with 
various business combinations and future royalties payable as a result of certain business combinations and licenses 
the amount ultimately payable by shire in relation to business combinations is dependent upon the achievement of specifi ed 
future milestones such as the achievement of certain future development regulatory and sales milestones the company 
assesses the probability and estimated timing of these milestones being achieved and remeasures the related contingent 
consideration to fair value each balance sheet date the amount of contingent consideration which may ultimately be payable 
by shire in relation to future royalties is dependent upon future net sales of the relevant products over the life of the royalty 
term the company assesses the present value of forecast future net sales of the relevant products and remeasures the 
related contingent consideration to fair value each balance sheet date 
the fair value of the company’s contingent consideration receivable and payable could signifi cantly increase or decrease due 
to changes in certain assumptions which underpin the fair value measurements each set of assumptions and milestones is 
specifi c to the individual contingent consideration receivable or payable the assumptions include among other things the 
probability and expected timing of certain milestones being achieved the forecast future net sales of the relevant products 
and related future royalties payable the probability weightings applied to different sales scenarios of the company’s divested 
products and forecast future royalties receivable under scenarios developed by the company and the discount rates used to 
determine the present value of contingent future cash fl ows the company regularly reviews these assumptions and makes 
adjustments to the fair value measurements as required by facts and circumstances 
assets measured at fair value on a nonrecurring basis in the period using signiﬁ cant unobservable inputs level 3
in the year to december 31 2014 the company reviewed its shp602 iprd intangible asset for impairment and recognized an 
impairment charge of 166 million recorded within rd in the consolidated income statement to write down this asset to fair 
value the fair value was determined using the income approach which used signifi cant unobservable level 3 inputs these 
unobservable inputs included among other things probabilities of the iprd intangible asset receiving regulatory approval 
riskadjusted forecast future cash fl ows to be generated by this asset and the determination of an appropriate discount rate to 
be applied in calculating the present value of forecast future cash fl ows
fair value at the measurement date
at december 31 2014 
fair value
’m
valuation
technique 
significant
unobservable inputs range 
shp602 iprd intangible asset nil income approach 
discounted cash 
flow
probability of regulatory approval 
being obtained
expected commercial launch 
date
assumed market
 participant discount rate
11 to 15 
2021
113
in the year to december 31 2014 the company also recognized an impairment charge of 22 million recorded within rd in 
the consolidated income statement to write down the shp613 iprd intangible asset to a revised fair value of nil following 
the decision to discontinue development of this program based on portfolio prioritization as well as unexpected challenges and 
complexities with the development program 
the carrying amounts of other fi nancial assets and liabilities materially approximate to their fair value because of the shortterm 
maturity of these amounts
strategic report governance financial statements other information 150 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
23 shareholders’ equity
authorized common stock
the authorized stock of shire plc as at december 31 2014 was 1000000000 ordinary shares and 2 subscriber 
ordinary shares
dividends
under jersey law shire plc is entitled to make payments of dividends from its accumulated profi ts and other distributable 
reserves at december 31 2014 shire plc’s distributable reserves were approximately 121 billion
treasury stock 
the company records the purchase of its own shares by the ebt and under share buyback program as a reduction of 
shareholders’ equity based on the price paid for the shares at december 31 2014 the ebt held 07 million ordinary shares 
2013 24 million 2012 38 million and 03 million adss 2013 04 million 2012 11 million and shares held under the share 
buyback program were 90 million ordinary shares 2013 98 million 2012 36 million and 09 million adss 2013 09 million 
2012 03 million during the year to december 31 2014 the company did not purchase any shares either through the ebt or 
under any share buyback program in the year to december 31 2013 a total of 42 million ordinary shares 2012 45 million 
and 08 million adss 2012 09 million had been purchased for total consideration of 2438 million 2012 2058 million 
including stamp duty and broker commission 
share buyback program
in 2012 the company commenced a share buyback program of up to 500 million through both direct purchases of ordinary 
shares and through the purchase of ordinary shares underlying adrs the purchases have been made through independent 
third parties who have made trading decisions independently of and uninfl uenced by the company the independence of the 
third parties enabled the company to purchase ordinary shares including ordinary shares underlying adrs during close 
periods and other prohibited periods should they arise the amount timing or prices of purchases varied based on market 
conditions and other factors the shares purchased to date are held as treasury shares
during the year ending december 31 2013 the company made onmarket repurchases totaling 6191965 ordinary shares 
at a cost of 193 million excluding transaction costs this represents 10 of the issued share capital of the company as 
at the end of the quarter ordinary shares purchased may be cancelled or be held as treasury shares in accordance with 
the authority renewed by shareholders at the company’s annual general meeting “agm” at its agm on april 24 2012 the 
company was authorized to make market purchases of up to 56253208 of its own ordinary shares that authority expired 
at the agm held on april 30 2013 and was renewed under the new authority which expires on the earlier of july 29 2014 
or the conclusion of the 2014 agm the company was authorized to make market purchases of up to 55741587 of its own 
ordinary shares
on november 11 2013 contemporaneous with shire’s announcement of its acquisition of viropharma the company’s share 
buyback program was terminated since the inception of the share buyback program the company had purchased 300 
million of ordinary shares and ordinary shares underlying adrs
conversion of shire’s 275 convertible bonds 
on november 26 2013 shire issued an optional redemption notice under the trust deed dated may 9 2007 to holders of the 
company’s bonds consequently as of december 31 2013 bondholders had voluntarily converted the bonds into 33806464 
fully paid ordinary shares 
income access share arrangements “ias trust”
shire has put into place income access arrangements which enable ordinary shareholders other than ads holders to choose 
whether they receive their dividends from shire a company tax resident in the republic of ireland or from shire 
biopharmaceutical holdings “old shire” a shire group company tax resident in the uk 
old shire has issued one income access share to the income access trust the “ias trust” which is held by the trustee of the 
ias trust the “trustee” the mechanics of the arrangements are as follows
i if a dividend is announced or declared by shire plc on its ordinary shares an amount is paid by old shire by way of a 
dividend on the income access share to the trustee and such amount is paid by the trustee to ordinary shareholders who 
have elected or are deemed to have elected to receive dividends under these arrangements the dividend which would 
otherwise be payable by shire plc to its ordinary shareholders will be reduced by an amount equal to the amount paid to its 
ordinary shareholders by the trustee
ii if the dividend paid on the income access share and onpaid by the trustee to ordinary shareholders is less than the total 
amount of the dividend announced or declared by shire plc on its ordinary shares shire plc will be obliged to pay a dividend 
on the relevant ordinary shares equivalent to the amount of the shortfall in such a case any dividend paid on the ordinary 
shares will generally be subject to irish withholding tax at the rate of 20 or such lower rate as may be applicable under 
exemptions from withholding tax contained in irish law annual report 2014 shire plc 151
23 shareholders’ equity continued
iii an ordinary shareholder is entitled to make an income access share election such that shehe will receive hisher dividends 
which would otherwise be payable by shire plc under these arrangements from old shire
iv an ordinary shareholder who holds 25000 or fewer ordinary shares at the fi rst record date after shehe fi rst becomes an 
ordinary shareholder and who does not make a contrary election will be deemed to have made an election pursuant to the 
shire plc articles of association such that shehe will receive hisher dividends under these arrangements from old shire
the ads depositary has made an election on behalf of all holders of adss such that they will receive dividends from old shire 
under the income access share arrangements dividends paid by old shire under the income access share arrangements will 
not under current legislation be subject to any uk or irish withholding taxes if a holder of adss does not wish to receive 
dividends from old shire under the income access share arrangements shehe must withdraw hisher ordinary shares from 
the ads program prior to the dividend record date set by the depositary and request delivery of the shire plc ordinary shares 
this will enable himher to receive dividends from shire plc if necessary by making an election to that effect
it is the expectation although there can be no certainty that old shire will distribute dividends on the income access share to 
the trustee for the benefi t of all ordinary shareholders who make or are deemed to make an income access share election in 
an amount equal to what would have been such ordinary shareholders’ entitlement to dividends from shire plc in the absence 
of the income access share election if any dividend paid on the income access share and or paid to the ordinary shareholders 
is less than such ordinary shareholders’ entitlement to dividends from shire plc in the absence of the income access share 
election the dividend on the income access share will be allocated pro rata among the ordinary shareholders and shire plc will 
pay the balance to these ordinary shareholders by way of dividend in such circumstances there will be no grossing up by 
shire plc in respect of and old shire and shire plc will not compensate those ordinary shareholders for any adverse 
consequences including any irish withholding tax consequences 
shire will be able to suspend or terminate these arrangements at any time in which case the full shire plc dividend will be paid 
directly by shire plc to those ordinary shareholders including the depositary who have made or are deemed to have made 
an income access share election in such circumstances there will be no grossing up by shire plc in respect of and old shire 
and shire plc will not compensate those ordinary shareholders for any adverse consequences including any irish withholding 
tax consequences
in the year ended december 31 2014 old shire paid dividends totaling 1128 million 2013 911 million 2012 815 million 
on the income access share to the trustee in an amount equal to the dividend shire ordinary shareholders would have received 
from shire
24 earnings per share
the following table reconciles net income and the weighted average ordinary shares outstanding for basic and diluted 
earnings per share for the periods presented
 
2014
’m
2013
’m 
2012
’m 
income from continuing operations net of taxes 32828 14196 8057 
gainloss from discontinued operations
1
 1227 7545 603
numerator for basic earnings per share  34055  6651 7454 
interest on convertible bonds net of tax – 283 313 
numerator for diluted earnings per share  34055  6934 7767 
weighted average number of shares millions millions millions
basic
1 
5867 5520 5554 
effect of dilutive shares    
share based awards to employees
2
 46 48 46 
convertible bonds 275 due 2014
3
 – 335 335 
diluted 5913 5903 5935 
1
 excludes shares purchased by the ebt and presented by shire as treasury stock
2
 calculated using the treasury stock method
3
 at december 31 2013 bondholders had voluntarily converted 1099050000 aggregate principal amount of the bonds into 33806464 fully paid ordinary 
shares the remaining outstanding bonds in an aggregate principle amount of 950000 were redeemed pursuant to the option redemption notice issued on 
november 26 2013 the company has calculated the impact of the bonds on diluted eps from january 1 2013 to the actual date of conversion of the bonds 
using the ’ifconverted’ method
strategic report governance financial statements other information 152 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
24 earnings per share continued
the following table reconciles net income and the weighted average ordinary shares outstanding for basic and diluted 
earnings per share for the periods presented
year to december 31 2014 2013 2012
earnings per ordinary share – basic
earnings from continuing operations 5596c 2572c 1451c
gainloss from discontinued operations 209c 1367c 109c
earnings per ordinary share – basic 5805c 1205c 1342c
earnings per ordinary share – diluted – – – 
earnings from continuing operations 5552c 2453c 1410c
gainloss from discontinued operations 208c 127 8c 101c
earnings per ordinary share – diluted 5760c 117 5c 1309c
the share equivalents not included in the calculation of the diluted weighted average number of shares are shown below
2014 
 no of shares
millions
2013 
no of shares
millions
2012 
 no of shares
millions
share based awards to employees
1
 03 05 67 
1
 certain stock options have been excluded from the calculation of diluted eps because a their exercise prices exceeded shire plc’s average share price during the 
calculation period or b the required performance conditions were not satisﬁ ed as at the balance sheet date
25 segmental reporting
shire comprises a single operating and reportable segment engaged in the research development licensing manufacturing 
marketing distribution and sale of innovative specialist medicines to meet signifi cant unmet patient needs 
this segment is supported by several key functions a pipeline group consisting of rd and corporate development which 
prioritizes its activities towards late stage development programs across a variety of therapeutic areas while focusing its 
preclinical development activities primarily in rare diseases a technical operations group responsible for the company’s 
global supply chain and an inline marketed products group focuses on commercialized products the inline marketed 
products group has commercial units that focus exclusively on the commercial execution of its marketed products including 
in the areas of rare diseases neuroscience and gi and internal medicine and to support the development of our pipeline 
candidates in ophthalmics this ensures that the company provides innovative treatments and services the needs of its 
customers and patients as effi ciently as possible the business is also supported by a simplifi ed centralized corporate 
function group none of these functional groups meets all of the criteria to be an operating segment
this single operating and reportable segment is consistent with the fi nancial information regularly reviewed by the executive 
committee which is shire’s chief operating decision maker for the purposes of evaluating performance allocating resources 
and planning and forecasting future periods 
geographic information
revenues based on the geographic location from which the sale originated
year to december 31
2014 
 ’m
2013 
’m
2012 
 ’m
ireland 185 225 206 
united kingdom 2014 2067 2070 
north america 43548 33862 30061 
rest of world 14474 13189 12937 
total revenues 60221 49343 45274 
longlived assets comprise all noncurrent assets excluding goodwill and other intangible assets deferred contingent 
consideration assets deferred tax assets investments and fi nancial instruments based on the geographic location within 
which the economic benefi ts arise
year to december 31
2014 
 ’m
2013 
’m
ireland 31 58 
united kingdom 674 703 
north america 7504 8029 
rest of world 233 138 
total 8442 8928  annual report 2014 shire plc 153
25 segmental reporting continued
material customers
in the periods set out below certain customers accounted for greater than 10 of the company’s product revenues
year to december 31
2014 
 ’m
2014 
 product
revenue
2013 
 ’m
2013 
 product
revenue
2012 
 ’m
2012 
 product
revenue
mckesson corp 10210 18 9029 19 8359 20 
cardinal health inc 9799 17 8537 18 10357 24 
amerisourcebergen corp 7592 13 7210 15 3074 7 
amounts outstanding as at december 31 in respect of these material customers were as follows
december 31
2014 
 ’m
2013 
 ’m
mckesson corp 1794 1613 
cardinal health inc 1645 1495 
amerisourcebergen corp 1349 1646 
in the periods set out below revenues by major product were as follows
2014 
 ’m
2013 
 ’m
2012 
 ’m
vyvanse 14490 12278 10298 
lialdamezavant 6338 5289 3999 
elaprase 5928 5456 4976 
cinryze 5030 – – 
replagal 5004 4679 4975 
adderall xr 3832 3754 4290 
vpriv 3667 3427 3066 
firazyr 3642 2348 1163 
intuniv 3272 3349 2878 
pentasa 2897 2806 2658 
fosrenol 1830 1834 1720 
xagrid 1085 994 972 
other product sales 1289 1361 1534 
total product sales 58304 47575 42529 
26 receipt of break fee
on july 18 2014 the boards of abbvie and shire announced that they had agreed the terms of a recommended combination 
of shire with abbvie subject to a number of conditions including approval by shareholders and regulators on the same date 
shire and abbvie entered into a cooperation agreement in connection with the recommended combination on october 16 
2014 the board of abbvie confi rmed that it had withdrawn its recommendation of its offer for shire as a result of the 
anticipated impact of a us treasury notice on the benefi ts that abbvie expected from its offer as abbvie’s offer was 
conditional on the approval of its stockholders and given their board’s decision to change its recommendation and to advise 
abbvie’s stockholders to vote against the offer there was no realistic prospect of satisfying this condition accordingly shire’s 
board agreed with abbvie to terminate the cooperation agreement on october 20 2014 the company entered into a 
termination agreement with abbvie pursuant to which abbvie paid the break fee due under the cooperation agreement of 
approximately 16354 million the company has obtained advice that the break fee should not be taxable in ireland 
the company has therefore concluded that no tax liability should arise and has not recognized a tax charge in the income 
statement in the current accounting period however this has not been agreed with the tax authorities
27 retirement beneﬁ ts
the company makes contributions to defi ned contribution retirement plans that together cover substantially all employees 
the level of the company’s contribution is fi xed at a set percentage of each employee’s pay 
company contributions to personal defi ned contribution pension plans totaled 498 million 457 million and 464 million for 
the years to december 31 2014 2013 and 2012 respectively and were charged to operations as they became payable
strategic report governance financial statements other information 154 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
28 taxation
the components of pretax income from continuing operations are as follows
year to december 31
2014 
 ’m
2013 
’m
2012 
 ’m
republic of ireland 14720 47 8 747
uk 631 109 307 
us 10259 11533 6838 
other jurisdictions 7752 5772 3680 
33362 16936 10078 
the provision for income taxes by location of the taxing jurisdiction for the years to december 31 2014 2013 and 2012 
consisted of the following
year to december 31
2014 
 ’m
2013 
’m
2012 
 ’m
current income taxes    
us federal tax 2918 2743  2300 
us state and local taxes 253 179 113 
other 2909 634 290 
total current taxes  262  3556  2703 
deferred taxes    
us federal tax 397 238 638
us state and local taxes 29 83 65
uk corporation tax 30 115 131 
other 39 1047 100
total deferred taxes 299 777 672
total income taxes 561 2779 2031 
the operating results associated with the dermagraft business have been classifi ed as discontinued operations for all 
periods presented 
the group has determined the amount of income tax expense or benefi t allocable to continuing operations using the 
incremental approach in accordance with asc 74020458 the amount of income tax attributed to discontinued operations 
is disclosed in note 10 annual report 2014 shire plc 155
28 taxation continued
the reconciliation of income from continuing operations before income taxes and equity in earningslosses of equity method 
investees at the statutory tax rate to the provision for income taxes is shown in the table below
year to december 31
2014 
 ’m
2013 
’m
2012 
 ’m
income from continuing operations before income taxes and equity in earnings 
of equity method investees  33362  16936  10078 
statutory tax rate
1
250 250 250
nondeductible items    
us rd credit 25 45 26
effect of the convertible bond  – 05 08
intragroup items
2
63 92 160
recognition of foreign tax credits – – 66
other permanent items 07 07 08
other items    
change in valuation allowance 08 09 34
impact of resolor impairment  –  – 49
difference in taxation rates 34 78 76
change in provisions for uncertain tax positions 02 38 11
prior year adjustment 01 34 08
change in fair value of contingent consideration 03 36 – 
change in tax rates 05 02 08
receipt of break fee 123 –  – 
settlement with canadian revenue authorities 70 –  – 
other 12 – 01
provision for income taxes on continuing operations 17 164 201
1
 in addition to being subject to the irish corporation tax rate of 25 in 2014 the company is also subject to income tax in other territories in which the company 
operates including canada 15 france 333 germany 15 italy 275 luxembourg 210 the netherlands 25 belgium 3399 spain 30 
sweden 22 switzerland 85 united kingdom 215 and the us 35 the rates quoted represent the statutory federal income tax rates in each territory 
and do not include any state taxes or equivalents or surtaxes or other taxes charged in individual territories and do not purport to represent the effective tax rate 
for the company in each territory
2
 intragroup items principally relate to the effect of intercompany dividends capital receipts either taxable or nontaxable and other intraterritory eliminations the 
pretax effect of which has been eliminated in arriving at the company’s consolidated income from continuing operations before income taxes noncontrolling 
interests and equity in earningslosses of equity method investees
provisions for uncertain tax positions
the company fi les income tax returns in the republic of ireland the us both federal and state and various other jurisdictions 
see footnote 1 to the table above for major jurisdictions with few exceptions the company is no longer subject to income 
tax examinations by tax authorities for years before 2008 tax authorities in various jurisdictions are in the process of auditing 
the company’s tax returns for fi scal periods from 2008 these tax audits cover a range of issues including transfer pricing and 
potential restrictions on the utilization of net operating losses
while tax audits remain open the company also considers it reasonably possible that issues may be raised by tax authorities 
resulting in increases to the balance of unrecognized tax benefi ts however an estimate of such an increase cannot be made 
a reconciliation of the beginning and ending amount of unrecognized tax benefi ts is as follows
2014 
 ’m
2013 
’m
2012 
 ’m
balance at january 1 3552 2787 2655 
increases based on tax positions related to the current year 203 568 205 
decreases based on tax positions taken in the current year – 05 – 
increases for tax positions taken in prior years 642 345 04 
decreases for tax positions taken in prior years 2110 08 33
decreases resulting from settlements with the taxing authorities 94 – 106
decreases as a result of expiration of the statute of limitations 06 06 03
foreign currency translation adjustments
1
109 129 65 
balance at december 31
2
2078 3552 2787 
1
 recognized within other comprehensive income
2
 approximately 181 million 2013 355 million 2012 278 million of which would affect the effective tax rate if recognized
strategic report governance financial statements other information 156 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
28 taxation continued
decreases for tax positions taken in prior years are primarily driven by the settlement with the canadian revenue authorities 
during the year the company received assessments from the canadian revenue authorities which agreed with original 
positions adopted by the company in its canadian tax returns for the period 19992004the company received repayments 
from the canadian revenue authorities totaling 417 million following receipt of the assessments the company recorded a net 
credit to income taxes of 235 million which includes the release of provisions for uncertain tax positions including interest and 
penalties of 2894 million partially offset by associated foreign tax credits 
the company considers it reasonably possible that certain audits currently being conducted will be concluded in the next 12 
months and as a result the total amount of unrecognized tax benefi ts recorded at december 31 2014 could decrease by up to 
approximately 25 million as at the balance sheet date the company believes that its reserves for uncertain tax positions are 
adequate to cover the resolution of these audits however the resolution of these audits could have a signifi cant impact on the 
fi nancial statements if the settlement differs from the amount reserved
the company recognizes interest and penalties accrued related to unrecognized tax positions within income taxes during the 
year ended december 31 2014 the company recognized a net credit to income taxes of 1031 million and in the years ended 
december 31 2013 and 2012 a charge of 04 million and 51 million respectively with respect to interest and penalties and 
the company had a liability of 258 million 1122 million and 1196 million for the payment of interest and penalties accrued 
at december 31 2014 2013 and 2012 respectively
deferred taxes
the signifi cant components of deferred tax assets and liabilities and their balance sheet classifi cations as at december 31 
are as follows
december 31
2014
’m
december 31
2013
’m
deferred tax assets 
deferred revenue 32 52 
inventory and warranty provisions 288 486 
losses carried forward including tax credits
1
 6863 5006 
provisions for sales deductions and doubtful accounts 1667 1518 
intangible assets 58 107 
sharebased compensation 295 255 
excess of tax value over book value of assets 134 221 
accruals and provisions 515 551 
other 140 26 
gross deferred tax assets 9992 8222 
less valuation allowance 3247 2824
6745 5398 
deferred tax liabilities
intangible assets 11965 5868
excess of book value over tax value of assets and investments 2318 569
net deferred tax liabilities 7538 1039
balance sheet classifications
deferred tax assets – current 3447 3156 
deferred tax assets – noncurrent 1121 141 1 
deferred tax liabilities – noncurrent 12106 5606
7538 1039
1
 excluding 246 million of deferred tax assets at december 31 2014 2013 150 million related to net operating losses that result from excess stockbased 
compensation and for which any beneﬁ t realized will be recorded to stockholders’ equity
at december 31 2014 the company had a valuation allowance of 3247 million 2013 2824 million to reduce its 
deferred tax assets to estimated realizable value these valuation allowances related primarily to operating loss capital 
loss and taxcredit carryforwards in ireland 2014 752 million 2013 788 million the us 2014 775 million 
2013 609 million germany 2014 275 million 2013 308 million and other foreign tax jurisdictions 2014 1445 million 
2013 1119 million
management is required to exercise judgment in determining whether deferred tax assets will more likely than not be realized 
a valuation allowance is established where there is an expectation that on the balance of probabilities management considers 
it is more likely than not that the relevant deferred tax assets will not be realized in assessing the need for a valuation 
allowance management weighs all available positive and negative evidence including cumulative losses in recent years 
projection of future taxable income carryforward and carryback potential under relevant tax law expiration period of tax 
attributes taxable temporary differences and prudent and feasible tax planning strategies annual report 2014 shire plc 157
28 taxation continued
the net increase in valuation allowances of 423 million is principally due to increases of losses and other temporary 
differences in european jurisdictions where management consider that there is insuffi cient positive evidence in respect of 
the factors described above to overcome cumulative losses and therefore it is more likely than not that the relevant deferred 
tax assets will not be realized in full
at december 31 2014 based upon a consideration of the factors described above management believes it is more likely 
than not that the company will realize the benefi ts of these deductible differences net of the valuation allowances however 
the amount of the deferred tax asset considered realizable could be adjusted in the future if these factors are revised in the 
future periods 
the approximate tax effect of nols capital losses and tax credit carryforwards as at december 31 are as follows
2014 
 ’m
2013 
’m
us federal tax 387 322 
us state tax 828 615 
uk 40 67 
republic of ireland 752 788 
foreign tax jurisdictions 3478 2731 
rd and other tax credits 1378 483 
the approximate gross value of nols and capital losses at december 31 2014 is 33130 million 2013 25837 million 
the taxeffected nols capital losses and tax credit carryforwards shown above have the following expiration dates
december 31
2014
’m
within 1 year 10 
within 1 to 2 years 08 
within 2 to 3 years 34 
within 3 to 4 years 103 
within 4 to 5 years 421 
within 5 to 6 years 201 
after 6 years 2440 
indefinitely 3646 
the company does not provide for deferred taxes on the excess of the fi nancial reporting over the tax basis in investments 
in foreign subsidiaries that are essentially permanent in duration at december 31 2014 that excess totalled approximately 
81 billion the determination of additional deferred taxes is not practicable and is not provided
29 related parties
shire considers that armagen is a related party by virtue of a combination of shire’s 18 equity stake in armagen and 
the worldwide licensing and collaboration agreement between the two parties to develop and commercialize agt 182 
see note 19 for details in the year to december 31 2014 shire paid 15 million in cash to armagen in exchange for an 
equity stake in armagen and the license to develop and commercialize agt 182 in addition shire’s share of rd costs 
under the collaboration arrangement during 2014 was 17 million recorded within rd expense in the consolidated income 
statement of which 10 million was accrued as at december 31 2014
30 sharebased compensation plans
the following table shows the total sharebased compensation expense see below for types of sharebased awards included 
in the consolidated statements of income
2014 
 ’m
2013 
’m
2012 
 ’m
cost of product sales 85 44 63 
research and development 222 228 258 
selling general and administrative 359 469 550 
reorganization costs 304 33  – 
total 970 774 871 
less tax 238 181 238
732 593 633 
strategic report governance financial statements other information 158 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
30 sharebased compensation plans continued
there were no capitalized sharebased compensation costs at december 31 2014 and 2013
at december 31 2014 831 million 2013 970 million 2012 1023 million of total unrecognized compensation cost 
relating to nonvested awards is expected to be recognized over a period of three years 
at december 31 2014 712 million 2013 903 million 2012 746 million of total unrecognized compensation cost relating 
to nonvested inthemoney awards based on the average share price during the year is expected to be recognized over a 
weighted average period of 19 years 2013 17 years 2012 17 years 
on may 2 2013 the company initiated the reorganization of its business to integrate the three divisions into a simplifi ed one 
shire organization see note 6 for details as a result of this reorganization the company modifi ed the terms of certain of its 
equity awards to employees and directors impacted by the one shire reorganization included in the stock compensation 
expense for the year to december 31 2014 is 304 million 2013 33 million 2012 nil of incremental stock compensation 
costs related to the modifi cation of awards granted to those individuals impacted by the one shire reorganization
sharebased compensation plans
the company grants stocksettled share appreciation rights “sars” and performance share awards over ordinary shares 
and adss to executive directors and employees under the shire portfolio share plan parts a and b the sars and psas 
granted under the shire portfolio share plan part a  b to executive directors are exercisable subject to performance and 
service criteria
the principal terms and conditions of sars and psas are as follows i the contractual life of sars is seven years 
ii the vesting period of sars and psas granted to employees below the level of executive vice president allows for 
graded vesting and iii awards granted to executive directors contain performance conditions based on growth in adjusted 
return on invested capital “adjusted roic” and nongaap earnings before interest taxation depreciation and amortization 
“nongaap ebitda” 
the company also operates an employee share purchase plan and a sharesave scheme
the following awards were outstanding as at december 31 2014
compensation type number of awards 
expiration period 
from date of issue vesting period 
portfolio share plan – part a sars 7516060 5 to 7 years 3 years cliff or graded 
vesting subject to market 
or performance criteria for 
executive directors only
sharesave scheme stock options  108479 6 months after vesting 3 or 5 years
stock purchase plan stock options  120977 on vesting date 1 to 5 years
legacy plans stock options  11000 7 to 10 years 3 to 10 years subject to 
market or performance 
criteria
stocksettled sars and stock options 7756516 
portfolio share plan – part b performance share 
awards
 2166181 3 years 3 years cliff or graded 
vesting subject to market 
or performance criteria for 
executive directors only 
performance share awards 2166181 
 number of awards are stated in terms of ordinary share equivalents annual report 2014 shire plc 159
30 sharebased compensation plans continued
stocksettled sars and stock options
a portfolio share plan – part a
stocksettled share appreciation rights granted under the portfolio share plan – part a are exercisable subject to performance 
and service criteria 
in respect of any award made to executive directors performance criteria are based on nongaap ebitda and adjusted 
roic targets these performance measures provide increased alignment to the core activities and strategy of the company 
awards granted to employees below executive director level are not subject to performance conditions and are only subject to 
service conditions 
once awards have vested participants will have until the seventh anniversary of the date of grant to exercise their awards
b shire sharesave scheme “sharesave scheme”
options granted under the sharesave scheme are granted with an exercise price equal to 80 and 75 of the midmarket 
price on the day before invitations are issued to uk and ireland employees respectively employees may enter into three or 
fi ve year savings contracts no performance conditions apply
c shire employee stock purchase plan “stock purchase plan”
under the stock purchase plan options are granted with an exercise price equal to 85 of the fair market value of a share on 
the enrolment date the fi rst day of the offering period or the exercise date the last day of the offering period whichever is the 
lower employees agree to save for a period up to 12 months no performance conditions apply
d legacy plans – principally the shire 2000 executive share option scheme 
options granted under this scheme were subject to certain performance criteria which were based on the company’s share 
price or diluted eps growth compared to a fi xed growth rate at december 31 2014 all stock options outstanding under this 
scheme had met the required conditions and were exercisable 
a summary of the status of the company’s sars and stock options as at december 31 2014 and of the related transactions 
during the period then ended is presented below
year to december 31 2014
weighted
average
exercise
price
£
number
of shares
intrinsic
value
£’m
outstanding as at beginning of period 1888 15029182  
granted 3538 1762767  
exercised 3677 7393055  
forfeited 2315 1642378  
outstanding as at end of period 3327 7756516 935 
exercisable as at end of period 2551 1940522 385 
 number of awards are stated in terms of ordinary share equivalents
the weighted average grant date fair value of sars and stock options granted in the year ended december 31 2014 was 
£619 2013 £337 2012 £435
sars and stock options outstanding as at december 31 2014 have the following characteristics
number of awards outstanding
exercise
prices
£
weighted
average
remaining
contractual
term years
weighted
average
exercise price
of awards
outstanding
£
number
of awards
exercisable
weighted
average
exercise price
of awards
exercisable
£
182252 3381400 21 1356 180754 1321 
5851309 14012800 46 2014 1723401 1902 
1722955 28015387 54 3060 36367 3331 
7756516 1940522
 number of awards are stated in terms of ordinary share equivalents 
strategic report governance financial statements other information 160 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
30 sharebased compensation plans continued
performance shares
portfolio share plan – part b
performance share awards granted to executive directors under the portfolio share plan – part b are exercisable subject to 
certain market performance and service criteria 
in respect of any award granted to executive directors the performance criteria are based on nongaap ebitda and 
adjusted roic targets
awards granted to employees below executive director level are not subject to performance conditions and are only subject to 
service conditions
a summary of the status of the company’s performance share awards as at december 31 2014 and of the related transactions 
during the period then ended is presented below
performance share awards 
number
of shares
aggregate
intrinsic
value
£’m
weighted
average
remaining
life
outstanding as at beginning of period 2701299  
granted 1260282  
exercised 1324169  
forfeited 471231  
outstanding as at end of period 2166181 982 55 
exercisable as at end of period – na na
 number of awards are stated in terms of ordinary share equivalents
the weighted average grant date fair value of performance share awards granted in the year to december 31 2014 is £3511 
2013£1971 2012 £2156
exercises of employee sharebased awards
the total intrinsic values of sharebased awards exercised for the years to december 31 2014 2013 and 2012 were 
2008 million 2983 million and 2241 million respectively the total cash received from employees as a result of employee 
share option exercises for the period to december 31 2014 2013 and 2012 was approximately 174 million 172 million 
and 162 million respectively in connection with these exercises the tax benefi t credited to additional paidin capital for the 
years to december 31 2014 2013 and 2012 was 396 million 119 million and 401 million respectively
the company will settle future employee share award exercises with either newly listed common shares or with shares held in 
the ebt the number of shares to be purchased by the ebt during 2014 will be dependent on the number of employee share 
awards granted and exercised during the year and shire plc’s share price at december 31 2014 the ebt held 07 million 
ordinary shares and 03 million adss annual report 2014 shire plc 161
30 sharebased compensation plans continued
valuation methodologies
the company estimates the fair value of its sharebased awards using a blackscholes valuation model key input 
assumptions used to estimate the fair value of sharebased awards include the grant price of the award the expected 
stockbased award term volatility of the company’s share price the riskfree rate and the company’s dividend yield 
the company believes that the valuation technique and the approach utilized to develop the underlying assumptions are 
appropriate in estimating the fair values of shire’s stockbased awards estimates of fair value are not intended to predict 
actual future events or the value ultimately realized by employees who receive equity awards and subsequent events are 
not indicative of the reasonableness of the original estimates of fair value made by the company under guidance issued 
by the fasb on sharebased payment transactions
the fair value of share awards granted was estimated using the following assumptions
period ended december 31 2014 2013 2012
riskfree interest rate
1
 0318 0109 021
expected dividend yield 0204 0406 006
expected life 14 years 14 years 14 years
volatility 2327 2326 2432
forfeiture rate 57 59 57
1
 risk free interest rate is for uk and us grants
the following assumptions were used to value sharebased awards
  riskfree interest rate – for awards granted over adss the us federal reserve treasury constant maturities rate with a term 
consistent with the expected life of the award is used for awards granted over ordinary shares the yield on uk government 
bonds with a term consistent with the expected life of the award is used
  expected dividend yield – measured as the average annualized dividend estimated to be paid by the company over the expected 
life of the award as a percentage of the share price at the grant date
  expected life – estimated based on the contractual term of the awards and the effects of employees’ expected exercise and 
postvesting employment termination behaviour 
  expected volatility – measured using historical daily price changes of the company’s share price over the respective expected life 
of the sharebased awards at the date of the award and
  the forfeiture rate is estimated using historical trends of the number of awards forfeited prior to vesting
strategic report governance financial statements other information 162 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
31 auditor remuneration
the audit compliance  risk committee reviews the scope and results of the audit and nonaudit services including tax 
advisory and compliance services provided by the company’s independent registered public accountants deloitte llp  
and the cost effectiveness and the independence and objectivity of the registered public accountants in recognition of the 
importance of maintaining the independence of deloitte llp  a process for preapproval has been in place since july 1 2002 
and has continued through to the end of the period covered by this annual report
the following table provides an analysis of the amount paid to the company’s independent registered public accountants 
deloitte llp  all fees having been preapproved by the audit compliance  risk committee 
year to december 31
2014
’m
2013
’m
audit fees
1
40 40
audit related fees
2
02 –
tax fees
3
– 02
all other fees
4
44 04
total fees 86 46
1
 audit fees consisted of audit work only the independent registered public accountant can reasonably be expected to perform such as statutory audits
2 
auditrelated fees consist of work generally only the independent registered public accountant can reasonably be expected to perform such as procedures 
relating to regulatory ﬁ lings
3
 tax fees consisted principally of assistance with matters related to compliance and advice in various tax jurisdictions
4 
in the year to december 31 2014 all other fees includes reporting accountant fees of 40m and hr system implementation support fees of 04m shire engaged 
deloitte to perform reporting accountant services in connection with abbvie’s terminated offer for shire in the year to december 31 2013 all other fees related to 
advisory services provided to the company’s human resources and sales functions annual report 2014 shire plc 163
strategic report governance financial statements other information
32 principal subsidiaries
subsidiaryundertaking jurisdiction of incorporation
advanced biohealing corp united states
auralis limited united kingdom
bikam pharmaceuticals inc united states
duocort pharma ab sweden
farboud pty ltd australia
ferrokin biosciences inc united states
fibrotech therapeutics pty ltd australia
jerini ophthalmic holding gmbh germany
jerini ophthalmic inc united states
jpt peptide technologies inc united states
lotus tissue repair inc united states
lumena pharma uk limited united kingdom
lumena pharmaceuticals llc united states
monmouth pharmaceuticals limited united kingdom
movetis gmbh germany
movetis limited united kingdom
pharma international insurance limited ireland
premacure ab sweden and luxembourg
premacure uppsala ab sweden
rybar laboratories limited united kingdom
sarcode bioscience inc united states
shgt executive services inc united states
shire shanghai pharmaceuticals consultancy co ltd china
shire 2005 investments limited cayman islands
shire acquisitions uk limited united kingdom
shire australia pty limited australia
shire belgium bvba belgium
shire biopharmaceuticals holdings united kingdom
shire biopharmaceuticals holdings ireland limited jersey
shire biopharmaceuticals ireland limited ireland
shire brandywine llc united states
shire pharma canada ulc canada
shire central  eastern europe gmbh germany
shire colombia sas colombia
shire czech sro czech republic
shire denmark aps denmark
shire deutschland gmbh germany
shire deutschland investments gmbh germany
shire development llc united states
shire europe finance united kingdom
shire europe limited united kingdom
shire executive services llc united states
shire farmacêutica brasil ltda brazil
shire finance limited cayman islands
shire finland oy finland
shire france sa france
shire global finance united kingdom
shire hellas pharmaceuticals import export and marketing sa greece 164 shire plc annual report 2014
notes to the consolidated ﬁ nancial statements
continued
subsidiaryundertaking jurisdiction of incorporation
shire holdings europe bv netherlands
shire holdings europe limited united kingdom
shire holdings europe no2 sarl luxembourg
shire holdings ireland ireland
shire holdings ireland no2 limited ireland
shire holdings limited bermuda
shire holdings luxembourg sarl luxembourg
shire holdings uk canada limited united kingdom
shire holdings uk limited united kingdom
shire holdings us ag united states
shire human genetic therapies canada inc canada
shire human genetic therapies ab sweden
shire human genetic therapies limited united kingdom
shire human genetic therapies sa argentina
shire human genetic therapies securities corporation united states
shire human genetic therapies uk limited united kingdom
shire human genetic therapies inc united states
shire ilac ticaret limited sirketishire pharmaceuticals trading limited company turkey
shire incorporated united states
shire intellectual property 2 srl barbados
shire intellectual property ireland limited ireland
shire intellectual property srl barbados
shire international gmbh switzerland
shire international licensing bv netherlands
shire international licensing vof netherlands
shire investments  finance uk company united kingdom
shire ip services corporation canada
shire ireland finance limited ireland
shire ireland investment limited ireland
shire ireland premacure investment ireland
shire italia spa italy
shire japan kk japan
shire jersey limited jersey
shire llc united states
shire luxembourg finance sarl luxembourg
shire luxembourg intellectual property no2 sa rl luxembourg
shire luxembourg intellectual property no3 sarl luxembourg
shire luxembourg intellectual property sarl luxembourg
shire luxembourg sarl luxembourg
shire north american group inc united states
shire norway as norway
shire orphan and rare diseases gmbh switzerland
shire orphan therapies gmbh germany
shire orphan therapies inc united states
shire pharma korea yuhan hoesa korea republic of
shire pharmaceutical contracts limited united kingdom
shire pharmaceutical development inc united states
shire pharmaceutical development limited united kingdom
shire pharmaceutical holdings ireland limited ireland
32 principal subsidiaries continued annual report 2014 shire plc 165
strategic report governance financial statements other information
subsidiaryundertaking jurisdiction of incorporation
shire pharmaceutical investment trading ireland ireland
shire pharmaceutical investments 2008 ireland
shire pharmaceuticals group united kingdom
shire pharmaceuticals iberica sl spain
shire pharmaceuticals international ireland
shire pharmaceuticals investments british virgin islands limited virgin islands british
shire pharmaceuticals investments 2007 ireland
shire pharmaceuticals ireland limited ireland
shire pharmaceuticals limited united kingdom
shire pharmaceuticals llc united states
shire pharmaceuticals mexico sa de cv mexico
shire pharmaceuticals portugal lda portugal
shire pharmaceuticals services limited united kingdom
shire polska sp z o o poland
shire properties us united states
shire regenerative medicine llc united states
shire regulatory inc united states
shire rus limited liability company russian federation
shire singapore pte ltd singapore
shire supplies us llc united states
shire sweden ab sweden
shire sweden holdings sarl luxembourg
shire uk investments limited united kingdom
shire us holdings llc united states
shire us inc united states
shire us investment inc united states
shire us investments united kingdom
shire us manufacturing inc united states
shire viropharma incorporated united states
shiremovetis nv belgium
sparkleflame limited united kingdom
tanaud international bv netherlands
tanaud ireland inc ireland
the endocrine centre limited united kingdom
vco incorporated united states
viropharma ab sweden
viropharma biologics inc united states
viropharma canada incorporated canada
viropharma gmbh germany
viropharma holdings limited bermuda
viropharma holdings llc united states
viropharma limited united kingdom
viropharma llc switzerland
viropharma pty ltd australia
viropharma puerto rico inc puerto rico
viropharma srl italy
viropharma sas france
viropharma spain sl spain
viropharma sprl belgium
viropharma sweden ab sweden
vpde incorporated united states
vpint incorporated united states
vpmp incorporated united states
all subsidiary undertakings of shire plc are benefi cially owned directly or indirectly as to 100 and are all consolidated in 
the consolidated fi nancial statements of shire plc
32 principal subsidiaries continued 166 shire plc annual report 2014
other
  net income tax credit being income tax interest and 
estimated penalties related to the settlement of certain 
tax positions with the canadian revenue authorities
  costs associated with abbvie’s terminated offer for shire 
including costs of employee retention awards
  break fee received in relation to abbvie’s terminated offer 
for shire
depreciation which is included in cost of product sales rd 
and sga costs in our us gaap results has been separately 
disclosed for the presentation of 2014 2013 and 2012 non 
gaap earnings
cash generation represents net cash provided by operating 
activities excluding upfront and milestone payments 
for inlicensed and acquired products tax and interest 
payments in 2014 the receipt of the break fee in relation 
to abbvie’s terminated offer for shire has been excluded 
from cash generation
free cash fl ow represents net cash provided by operating 
activities excluding upfront and milestone payments for 
inlicensed and acquired products but including capital 
expenditure in the ordinary course of business in 2014 the 
receipt of the break fee in relation to abbvie’s terminated 
offer for shire has been excluded from free cash fl ow
growth at cer which is a non gaap measure is computed 
by restating 2014 results using average 2013 foreign exchange 
rates for the relevant period
average exchange rates used by shire for the year to 
december 31 2014 were 165£100 and 133€100 
2013 156£100 and 133€100
non gaap adjusted roic aims to measure true underlying 
economic performance of the group by making a number 
of adjustments to roic as derived from shire’s non gaap 
fi nancial results including
  adding back to non gaap operating income all rd 
expenses and operating lease costs incurred in the period
  capitalizing on the group’s balance sheet historic cumulative 
rd iprd intangible asset impairment charges and 
operating lease costs which previously have been expensed
  deducting from non gaap operating income an amortization 
charge for the above capitalized costs based on the 
estimated commercial lives of the relevant products
  excluding the income statement and balance sheet impact 
of nonoperating assets such as surplus cash and non
strategic investments and
  taxing the resulting adjusted operating income at the 
underlying non gaap tax rate
non gaap ebitda represents non gaap ebita 
before depreciation
other ﬁ nancial information
non gaap measures
non gaap fi nancial measures are used by the company’s 
management to make operating decisions because they 
facilitate internal comparisons of the company’s performance 
to historical results and to competitors’ results the 
company’s remuneration committee uses certain key non 
gaap measures when assessing the performance and 
compensation of employees including the company’s 
executive director
the non gaap measures are presented in this annual report 
as the company’s management believe that they will provide 
investors with a means of evaluating and an understanding of 
how the company’s management evaluates the company’s 
performance and results on a comparable basis that is not 
otherwise apparent on a us gaap basis since many 
nonrecurring infrequent or noncash items that the 
company’s management believe are not indicative of the core 
performance of the business may not be excluded when 
preparing fi nancial measures under us gaap 
these non gaap measures should not be considered in 
isolation from as substitutes for or superior to fi nancial 
measures prepared in accordance with us gaap 
where applicable the following items including their tax 
effect have been excluded when calculating non gaap 
earnings for 2014 2013 and 2102
amortization and asset impairments
  intangible asset amortization and impairment charges and
  other than temporary impairment of investments
acquisitions and integration activities
  upfront payments and milestones in respect of inlicensed 
and acquired products
  costs associated with acquisitions including transaction 
costs fair value adjustments on contingent consideration 
and acquired inventory
  costs associated with the integration of companies and
  noncontrolling interests in consolidated variable interest 
entities
divestments reorganizations and discontinued 
operations
  gains and losses on the sale of noncore assets
  costs associated with restructuring and reorganization 
activities
  termination costs and
  incomelosses from discontinued operations
legal and litigation costs
  net legal costs related to the settlement of litigation 
government investigations and other disputes excluding 
internal legal team costs annual report 2014 shire plc 167
strategic report governance financial statements other information
unaudited results for the year to december 31 2014 non gaap reconciliation
us 
gaap adjustments
non 
gaap
year to december 31 2014 m
a 
m
b 
m
c 
m
d 
m
e 
m
f 
m m
total revenues 60221 – – – – – – 60221
costs and expenses
cost of product sales 9793 – 919 – – – 571 8303
rd 10675 1903 125 – – – 245 8402
sga 20258 2438 – – 92 958 819 15951
gain on sale of product rights 882 – – 882 – – – –
reorganization costs 1809 – – 1809 – – – –
integration and acquisition costs 1588 – 1588 – – – – –
depreciation – – – – – – 1635 1635
total operating expenses 43241 4341 2632 927 92 958 – 34291
operating income 16980 4341 2632 927 92 958 – 25930
interest income 247 – – – – 220 – 27
interest expense 308 – – – – – – 308
other incomeexpense net 89 – 47 158 – – – 116
receipt of break fee 16354 – – – – 16354 – –
income before income taxes and equity 
in earnings of equity method investees 33362 4341 2585 769 92 15616 – 25533
income taxes 561 1267 241 222 34 2350 – 4675
equity in earnings of equity method 
investees net of tax 27 – – – – – – 27
income from continuing operations 32828 3074 2344 547 58 17966 – 20885
gain from discontinued operations 
net of tax 1227 – – 1227 – – – –
net income 34055 3074 2344 680 58 17966 – 20885
weighted average number of shares 
millions – diluted 5913 – – – – – – 5913
diluted earnings per ads 17280c 1559c 1187c 346c 30c 9114c – 10596c
the following items are included in adjustments
a amortization and asset impairments impairment of iprd intangible assets 1903 million amortization of intangible assets relating to intellectual property 
rights acquired 2438 million and tax effect of adjustments
b acquisitions and integration activities unwind of viropharma inventory fair value adjustments 919 million payments in respect of inlicensed and acquired 
products 125 million costs associated with the acquisition and integration activities principally viropharma 1441 million net charge related to the change in 
fair values of contingent consideration liabilities 147 million gain on settlement of preexisting relationship with an acquired business 47 million and tax effect 
of adjustments
c divestments reorganizations and discontinued operations net gain on divestment of noncore product rights and on remeasurement of daytrana 
contingent consideration to fair value 882 million costs relating to the one shire reorganization 1809 million gain on sale of long term investments 158 million 
tax effect of adjustments and gain from discontinued operations net of tax 1227 million
d legal and litigation costs costs related to litigation government investigations other disputes and external legal costs 92 million and tax effect of adjustments
e other costs associated with abbvie’s terminated offer for shire 958 million interest income received in respect of cash deposited with the canadian revenue 
authorities 220 million receipt of break fee from abbvie 16354 million net income tax credit related to the settlement of certain tax positions with the canadian 
revenue authorities 2350 million and
f depreciation reclassiﬁ cation depreciation of 1635 million included in cost of product sales rd and sga for us gaap separately disclosed for the 
presentation of non gaap earnings 168 shire plc annual report 2014
other ﬁ nancial information 
continued
unaudited results for the year to december 31 2013 non gaap reconciliation
us 
gaap adjustments
non 
gaap
year to december 31 2013 m
a 
m
b 
m
c 
m
d 
m
e 
m m
total revenues 49343 – – – – – 49343
costs and expenses
cost of product sales 6708 – – – – 375 6333
rd 9334 199 – – – 233 8902
sga 16513 1520 – – 90 668 14235
goodwill impairment charge 71 71 – – – – –
gain on sale of product rights 159 – – 159 – – –
reorganization costs 882 – – 882 – – –
integration and acquisition costs 1341 – 1341 – – – –
depreciation – – – – – 1276 1276
total operating expenses 32008 1790 1341 723 90 – 30746
operating income 17335 1790 1341 723 90 – 18597
interest income 21 – – – – – 21
interest expense 381 – – – – – 381
other expense net 39 – – – – – 39
income before income taxes and equity in earnings of 
equity method investees 16936 1790 1341 723 90 – 18198
income taxes 2779 428 43 172 33 – 3455
equity in earnings of equity method investees net of tax 39 – – – – – 39
income from continuing operations 14196 1362 1384 551 57 – 14782
loss from discontinued operations net of tax 7545 – – 7545 – – –
net income 6651 1362 1384 8096 57 – 14782
impact of convertible debt net of tax 283 – – – – – 283
numerator for diluted eps 6934 1362 1384 8096 57 – 15065
weighted average number of shares millions – diluted 5903 ––––– 5903
diluted earnings per ads 3525c 692c 703c 4113c 29c – 7656c
the following items are included in adjustments
a amortization and asset impairments impairment of iprd intangible assets acquired with movetis 199 million impairment of goodwill relating to shire’s 
regenerative medicine business relating to continuing operations 7 1 million amortization of intangible assets relating to intellectual property rights acquired 
1520 million and tax effect of adjustments
b acquisitions and integration activities costs primarily associated with the acquisition of viropharma sarcode and lotus tissue repair inc 250 million 
net credit related to the change in fair values of contingent consideration liabilities 1591 million and tax effect of adjustments
c divestments reorganizations and discontinued operations net gain on divestment of noncore product rights and on remeasurement of daytrana 
contingent consideration to fair value 159 million costs relating to the one shire reorganization and the collective dismissal and closure of shire’s facility at 
turnhout belgium 882 million tax effect of adjustments and loss from discontinued operations net of tax 7545 million
d legal and litigation costs costs related to litigation government investigations other disputes and external legal costs 90 million and tax effect of 
adjustments and
e depreciation reclassiﬁ cation depreciation of 127 6 million included in cost of product sales rd and sga for us gaap separately disclosed for the 
presentation of non gaap earnings annual report 2014 shire plc 169
strategic report governance financial statements other information
unaudited results for the year to december 31 2012 non gaap reconciliation 
us
gaap adjustments
non
gaap
year to december 31 2012 ’m
a
’m
b
’m
c
’m
d
’m
e
’m ’m
total revenues 45274 – – – – – 45274 
costs and expenses       
cost of product sales 5858 – – – – 290 5568 
rd 9530 712 230 – – 225 8363 
sga 19480 2803 – – 941 575 15161 
gain on sale of product rights 181 – – 181 – – – 
integration and acquisition costs 135 – 135 – – – – 
depreciation – – – – – 1090 1090 
total operating expenses 34822 3515 365 181 941 – 30182 
operating income 10452 3515 365 181 941 – 15092 
interest income 30 – – – – – 30 
interest expense 382 – – – – – 382
other expenseincome net 22 40 – – – – 18 
total other expense net 374 40 – – – – 334
income from continuing operations before income taxes and equity in 
earnings of equity method investees 10078 3555 365 181 941 – 14758 
income taxes 2031 450 57 – 253 – 2791
equity in earnings of equity method investees net of tax 10 – – – – – 10 
income from continuing operations 8057 3105 308 181 688 – 11977 
loss from discontinued operations net of tax 603 – – 603 – – – 
net income 7454 3105 308 422 688 – 11977 
impact of convertible debt net of tax 313 – – – – – 313 
numerator for diluted eps 7767 3105 308 422 688 – 12290 
weighted average number of shares millions – diluted 5935 – – – – – 5935 
diluted earnings per ads 3927c 1567c 155c 213c 348c – 6210c
diluted earnings per ads from continuing operations 4230c 1567c 155c 90c 348c – 6210c
the following items are included in adjustments
a amortization and asset impairments impairment of iprd intangible assets for resolor in the eu 712 million impairment charges of intellectual property 
rights acquired for resolor in the eu 1267 million amortization of intangible assets relating to intellectual property rights acquired 1536 million impairment of 
available for sale securities 40 million and tax effect of adjustments
b acquisitions and integration activities upfront payments made to sangamo biosciences inc and for the acquisition of the us rights to prucalopride marketed 
in certain countries in europe as resolor 230 million costs primarily associated with the acquisition of ferrokin 43 million charges related to the change in 
fair values of contingent consideration liabilities 92 million and tax effect of adjustments
c divestments reorganizations and discontinued operations remeasurement of daytrana contingent consideration to fair value 181 million tax effect of 
adjustments and loss from discontinued operations net of tax 603 million 
d legal and litigation costs costs related to litigation government investigations other disputes and external legal costs 941 million and tax effect of 
adjustments and
e depreciation reclassiﬁ cation depreciation of 1090 million included in cost of product sales rd and sga for us gaap separately disclosed for the 
presentation of non gaap earnings 170 shire plc annual report 2014
other ﬁ nancial information 
continued
the following table reconciles us gaap net income to non gaap ebitda
year to december 31
2014 
m
2013 
m
2012 
m
us gaap net income 34055 6651 7454
deductadd back
gainloss from discontinued operations net of tax 1227 7545 603
equity in earningslosses of equity method investees net of taxes 27 39 10
income taxes 561 2779 2031
other expense income net 89 39 22
receipt of break fee 16354 –– 
interest expense 308 381 382
interest income 247 21 30
us gaap operating income from continuing operations 16980 17335 10452
amortization 2438 1520 1536
depreciation 1635 127 6 1090
asset impairments 1903 270 1979
acquisition and integration activities 2632 1341 365
divestments reorganizations and discontinued operations 927 723 181
legal and litigation costs 92 90 941
other 958 –– 
non gaap ebitda 27565 1987 3 16182
depreciation 1635 127 6 1090
non gaap ebita 25930 18597 15092
net income margin
1
57 13 165
non gaap ebitda margin
2
44 38 32
1
 net income as a percentage of total revenues
2
 non gaap ebitda as a percentage of product sales excluding royalties and other revenues annual report 2014 shire plc 171
strategic report governance financial statements other information
the following table reconciles us gaap product sales to non gaap gross margin
2014 
m
2013 
m
2012 
m
us gaap product sales 58304 47575 42529 
deductadd back 
cost of product sales us gaap 9793 6708 5858
unwind of inventory fair value adjustment 919 – – 
depreciation 571 375 290 
non gaap gross margin 50001 41242 36961 
non gaap gross margin 
1
858 867 8690
1
gross product margin as a percentage of product sales
the following table reconciles us gaap net cash provided by operating activities to non gaap cash generation
year to december 31
2014 
m
2013 
m
2012 
m
net cash provided by operating activities 42284 14630 13829 
tax and interest payments net 2130 3180 2308 
receipt from the canadian revenue authorities 4170 – – 
upfront payments in respect of inlicensed and acquired products 125 – 230 
receipt of break fee 16354 – – 
non gaap cash generation 24015 17810 16367 
the following table reconciles us gaap net cash provided by operating activities to non gaap free cash fl ow
year to december 31
2014 
m
2013 
m
2012 
m
net cash provided by operating activities 42284 14630 13829 
upfront payments in respect of inlicensed and acquired products 125 – 230 
capital expenditure 77 157 0 1496 
receipt of break fee 16354 – – 
non gaap free cash flow 25285 13060 12563 
non gaap net cash comprises
december 31 
2014 
m
december 31 
2013 
m
december 31 
2012 
m
cash and cash equivalents 29824  22394 14822
convertible bonds – –1100
short term borrowings 850 ––
other debt 137 89 93
non gaap net cash 21187  22305 3729 172 shire plc annual report 2014
the following table reconciles us gaap cost of product sales to non gaap cost of product sales 
2014 
m
 of
product
sales
2013 
m
 of
product
sales
cost of product sales us gaap 9793 17 6708 14
unwind of inventory fair value adjustment 919 –  
depreciation 571 375 
cost of product sales non gaap 8303 14 6333 13
the following table reconciles us gaap rd to non gaap rd 
2014 
m
 of
product
sales
2013 
m
 of
product
sales
rd us gaap 10675 18 9334 20
impairment of intangible assets 1903  199 
payment in respect of inlicensed and acquired products 125  –  
depreciation 245  233 
rd non gaap 8402 14 8902 19
the following table reconciles us gaap sga to non gaap sga 
2014 
m
 of
product
sales
2013 
m
 of
product
sales
sga us gaap 20258 35 16513 35
intangible asset amortization 2438 1520 
legal and litigation costs 92 90 
costs incurred in connection with abbvie’s terminated offer for shire 958 –  
depreciation 819 668 
sga non gaap 15951 27 14235 30
for the year ended december 31
2014
us in
millions
total product sales 58304
combined us gaap rd and sga 30933
combined us gaap rd and sga as a  of total product sales 531
combined non gaap rd and sga 24353
combined non gaap rd and sga as a  of total product sales 418
other ﬁ nancial information 
continued annual report 2014 shire plc 173
ecommunications
shire offers shareholders the ability to access shareholder 
documents such as its annual reports and notices of agms 
by way of ecommunications as an alternative to receiving 
paper copies through the post 
to register for ecommunications simply log onto 
wwwshareviewcoukmyportfolio and follow the online 
instructions to start you will require your shareholder 
reference number which you will fi nd on your share certifi cate 
or dividend tax voucher following registration you will need 
to alter your mailing preference to ecommunications and 
confi rm your email address
shareholders who do not elect to receive documents or 
notifi cations via ecommunications will continue to receive 
paper copies
shareholder security
many companies have become aware that their shareholders 
have received unsolicited phone calls or correspondence 
concerning investment matters these are typically from 
overseas based “brokers” who target uk shareholders 
offering to sell them what often turn out to be worthless or 
high risk shares in us or uk investments
shareholders are advised to be very wary of any unsolicited 
advice offers to buy shares at a discount or offers of free 
company reports if you receive any unsolicited investment 
advice
  make sure you get the name of the person and organization
  check that they are properly authorized by the fca before 
getting involved by visiting wwwfcaorgukregister and
  report the matter to the fca either by calling 0800 111 6768 
or by completing an online form at wwwfcaorguk
consumersscamsreportscamsharefraudform 
if you deal with an unauthorized fi rm you will not be eligible 
to receive payment under the financial services 
compensation scheme
details of any share dealing facilities that the company 
endorses will be included in company mailings
more detailed information on this or similar activity can be 
found on the fca website wwwfcaorgukconsumersscams 
this warning has been issued by the financial conduct 
authority and endorsed by the institute of chartered 
secretaries and administrators
financial calendar
second interim dividend payment april 2015
annual general meeting april 2015
first quarter results announcement april 2015
second quarter results announcement july 2015
first interim dividend payment october 2015
third quarter results announcement october 2015
annual results announcement february 2016
second interim dividend payment april 2016
dividends
shareholders are able to choose how they receive their 
dividends
  directly into their bank account or
  by cheque
 shire preferred option
the quickest and most effi cient way to receive your 
dividends is to have them paid directly into your bank 
account those selecting this payment method receive a tax 
voucher with each payment to change how you receive your 
dividends either log on to wwwshareviewcoukmyportfolio 
or contact equiniti
income access share “ias” arrangements
shareholders who elect or are deemed to have elected 
to receive their dividends via the ias arrangements will 
receive their dividends from a uk source rather than directly 
from the company which is an irish tax resident company 
for uk tax purposes
shareholders who hold 25000 or fewer shares at the fi rst 
dividend record date after becoming a shareholder in 
the company will be deemed to have elected to receive 
their dividends under the ias arrangements unless they 
elect otherwise
shareholders who hold more than 25000 shares and who 
wish to receive their dividends from a uk source must make 
an ias election all elections remain in force indefi nitely 
unless revoked unless shareholders have made an ias 
election or are deemed to have made an ias election 
dividends will be received from an irish source and will 
be taxed accordingly
an ias dividend election form can be found on shire’s 
website at httpwwwshirecomshireplceninvestors
shareholderinformationshareholderforms
sharegift
shareholders with a small number of shares the value of 
which makes it uneconomical to sell may wish to consider 
donating them to the charity sharegift registered charity no 
1052686 donated shares are aggregated and sold by 
sharegift the proceeds being passed on to a wide range 
of charities
find out more about sharegift
website wwwsharegiftorg
email helpsharegiftorguk
tel 44 020 7930 3737
shareholder information
strategic report governance financial statements other information 174 shire plc annual report 2014
registered ofﬁ ce
22 grenville street
st helier
je4 8px
jersey
registered in jersey no 99854
group headquarters
5 riverwalk
citywest business campus
dublin 24
republic of ireland
tel 353 1429 7700
fax 353 1429 7701
international operational headquarters
zahlerweg 10
ch6300
zug
switzerland
tel 41 412 884000
fax 41 412 884001
us operational headquarters
300 shire way
lexington
massachusetts 02421
usa
tel 1 781 482 922
website
wwwshirecom
investor relations
sarah eltonfarr
tel 44 1256 894157
email investorrelationsshirecom
registrar
all administrative enquiries relating to shareholdings should 
be addressed to equiniti clearly stating the registered 
shareholder’s name and address
equiniti
shire shareholder services
equiniti jersey limited
co equiniti limited
aspect house
spencer road
lancing
bn99 6da
shareholder helpline
overseas
tel 44 121 415 7593
uk
tel 0871 384 2553
 calls cost 8p per minute plus network extras
lines open 830am to 530pm monday to friday
american depositary shares
the company’s american depositary shares “adss” 
each representing three ordinary shares are listed on the 
nasdaq global select market under the symbol “shpg” 
the company fi les reports and other documents with the 
securities and exchange commission “sec” that are 
available for inspection and copying at the sec’s public 
reference facilities or can be obtained by writing to the 
company secretary
citibank na is the depository for shire adss all enquiries 
concerning ads records certifi cates or the transfer of 
ordinary shares into adss should be addressed to
citibank shareholder services
p o box 43077
providence rhode island
029403077
usa
general enquiries
toll free in us
1877citiadr 2484237
from outside the us
17815754555
email citibankshareholdersonlinecom
shareholder information 
continued annual report 2014 shire plc 175
statements included herein that are not historical facts are 
forwardlooking statements such forwardlooking statements 
involve a number of risks and uncertainties and are subject 
to change at any time in the event such risks or uncertainties 
materialize shire’s results could be materially adversely 
affected the risks and uncertainties include but are not 
limited to that 
  shire’s products may not be a commercial success 
  product sales from adderall xr and intuniv are subject 
to generic competition 
  the failure to obtain and maintain reimbursement or an 
adequate level of reimbursement by thirdparty payers 
in a timely manner for shire’s products may affect future 
revenues ﬁ nancial condition and results of operations
  shire conducts its own manufacturing operations for 
certain of its products and is reliant on third party contract 
manufacturers to manufacture other products and to provide 
goods and services some of shire’s products or ingredients 
are only available from a single approved source for 
manufacture any disruption to the supply chain for any 
of shire’s products may result in shire being unable to 
continue marketing or developing a product or may result 
in shire being unable to do so on a commercially viable 
basis for some period of time
  the manufacture of shire’s products is subject to extensive 
oversight by various regulatory agencies regulatory 
approvals or interventions associated with changes to 
manufacturing sites ingredients or manufacturing processes 
could lead to signiﬁ cant delays an increase in operating 
costs lost product sales an interruption of research activities 
or the delay of new product launches
  shire has a portfolio of products in various stages of 
research and development the successful development 
of these products is highly uncertain and requires signiﬁ cant 
expenditures and time and there is no guarantee that 
these products will receive regulatory approval
  the actions of certain customers could affect shire’s ability 
to sell or market products proﬁ tably fluctuations in buying or 
distribution patterns by such customers can adversely affect 
shire’s revenues ﬁ nancial conditions or results of operations
  investigations or enforcement action by regulatory authorities 
or law enforcement agencies relating to shire’s activities in 
the highly regulated markets in which it operates may result 
in signiﬁ cant legal costs and the payment of substantial 
compensation or ﬁ nes
  adverse outcomes in legal matters and other disputes 
including shire’s ability to enforce and defend patents and 
other intellectual property rights required for its business 
could have a material adverse effect on shire’s revenues 
ﬁ nancial condition or results of operations
  shire faces intense competition for highly qualiﬁ ed personnel 
from other companies and organizations shire is undergoing 
a corporate reorganization and was the subject of an 
unsuccessful acquisition proposal and the consequent 
uncertainty could adversely affect shire’s ability to attract 
andor retain the highly skilled personnel needed for shire 
to meet its strategic objectives 
  failure to achieve shire’s strategic objectives with respect to 
the acquisition of nps pharmaceuticals inc may adversely 
affect shire’s ﬁ nancial condition and results of operations
and other risks and uncertainties detailed from time to time in 
shire’s fi lings with the securities and exchange commission 
including those risks outlined in pages 32 to 39
cautionary statements
strategic report governance financial statements other information 176 shire plc annual report 2014
shire plc
annual report and ﬁ nancial statements
for the year ended december 31 2014
ofﬁ cers and professional advisors
directors
dr flemming ornskov  
dominic blakemore 
william burns 
dr steven gillis 
dr david ginsburg 
david kappler 
susan kilsby 
anne minto obe
david stout
company secretary
tatjana may
registered ofﬁ ce
22 grenville street
st helier
je4 8px
jersey
group headquarters
5 riverwalk
citywest business campus
dublin 24
republic of ireland
auditor
deloitte llp
london
united kingdom
contents
offi cers and professional advisors 176
directors’ report 177
directors’ responsibilities statement 182
independent auditor’s report 183
profi t and loss account 185
balance sheet 185
notes to the fi nancial statements 186 annual report 2014 shire plc 177
the directors present their annual report and the audited 
fi nancial statements for the year ended december 31 2014
principal activity and business review
shire plc and its subsidiaries collectively referred to as either 
“shire” or the “company” is a leading biopharmaceutical 
company that focuses on developing and marketing 
innovative medicines for patients with rare diseases and 
other specialty conditions 
the company has grown both organically and through 
acquisition completing a series of major transactions that 
have brought therapeutic geographic and pipeline growth 
and diversifi cation the company will continue to conduct 
its own research and development “rd” focused on 
rare diseases as well as evaluate companies products 
and pipeline opportunities that offer a strategic fi t and 
have the potential to deliver value to all of the company’s 
stakeholders patients physicians policy makers payers 
investors and employees
the principal legislation under which the company operates 
is the companies jersey law 1991 and regulations made 
thereunder the ordinary shares of the company are listed 
on the london stock exchange in the uk and american 
depositary shares “ads” representing three ordinary 
shares of the company evidenced by an american 
depositary receipt issued by shire’s depositary citibank 
na are listed on the nasdaq global select market in 
the usa
business review
the business review of the group can be found in the 
consolidated fi nancial statements and annual report and 
accounts of the company for the year to december 31 
2014 prepared in accordance with united kingdom listing 
authority requirements the “shire annual report” in the 
chairman’s review on pages 2 and 3 the chief executive 
offi cer’s review on pages 4 to 7 and the review of our 
business on pages 42 to 59 the shire annual report also 
provides a description of the principal risks and uncertainties 
facing the company and the group as well as the group’s 
risk management objectives and policies that are in place 
to assist in mitigating the potential impact details of the 
company’s fi nancial risks can be found in note n on page 
192 to these fi nancial statements
during the year shire plc continued in its capacity as 
the parent company for the group in the management of 
its subsidiaries
the company is tax resident in the republic of ireland
key performance indicators 
the company’s key performance indicators are the same 
as the group’s for details of the group’s key performance 
indicators see page 12 in the shire annual report
directors’ report
strategic report governance financial statements other information
income access share arrangements
shire operates income access share “ias” arrangements 
enabling shareholders to choose whether they receive their 
dividends from a company tax resident in the republic of 
ireland or from a company tax resident in the uk further 
details in respect of the ias arrangements can be found 
in note 23 of the shire annual report
results and dividends
a profi t on ordinary activities before taxation of 14812 
million was recorded for the year ended december 31 
2014 year ended december 31 2013 loss before taxation 
of 699 million
the net assets of the company increased from 104741 
million for the year ended december 31 2013 to 120589 
million for the year ended december 31 2014 primarily 
as a result of the break fee received of 16354 million 
following the termination of a cooperation agreement with 
abbvie inc “abbvie” 
dividends paid and dividend policy
the company paid dividends amounting to 89 million 
in the year 2013 57 million in accordance with 
ias arrangements the company directed shire 
biopharmaceuticals holdings to pay dividends totaling 
1127 million 2013 911 million to those shareholders 
who choose to receive their dividends from a company 
tax resident in the uk
a fi rst interim dividend for the six months to june 30 2014 
of 383 cents 224 pence per ordinary share equivalent to 
1149 cents per ads was paid in october 2014 the board 
has resolved to pay a second interim dividend of 1909 cents 
1251 pence per ordinary share equivalent to 5727 cents 
per ads for the six months to december 31 2014
this is consistent with shire’s stated policy of paying a 
dividend biannually set in us cents per ordinary share 
typically the fi rst interim payment each year will be higher 
than the previous year’s fi rst interim us dollar dividend 
dividend growth for the full year will be reviewed by the 
board when the second interim dividend is determined
liquidity cash ﬂ ow and going concern 
the company and the group’s business activities together 
with the factors likely to affect its future development 
performance and position are set out in shire’s annual report 
in the chairman’s review chief executive offi cer’s review 
and the review of our business the fi nancial position of the 
company and the group its cash fl ows liquidity position 
and borrowing facilities are described in the liquidity and 
capital resources section of the review of our business 
the review of our business also includes information in 
respect of the group’s objectives policies and processes 
for managing capital its fi nancial risk management 
objectives details of its hedging activity and its exposures 
to credit risk and liquidity risk details of the company’s 
fi nancial instruments are disclosed in note n on page 193 
to these fi nancial statements 178 shire plc annual report 2014
directors’ report
continued
the 2015 facility agreement includes customary 
representations and warranties covenants and events of 
default including requirements that the ratio of net debt 
to ebitda of the group each as defi ned in the 2015 facility 
agreement must not at any time exceed 351 for the 
relevant period as defi ned in the 2015 facility agreement 
except that following certain acquisitions including the 
merger with nps pharma the company may elect to increase 
the ratio to 401 in the relevant period in which the acquisition 
was completed and the immediately following relevant period 
in addition for each 12month period ending december 31 
or june 30 the ratio of ebitda of the group to net interest 
each as defi ned in the 2015 facility agreement must not 
be less than 401
the 2015 facility agreement restricts subject to certain 
exceptions shire’s ability to incur additional fi nancial 
indebtedness grant security over its assets or provide or 
guarantee loans further any lender may require mandatory 
prepayment of its participation if there is a change of control 
of shire in addition in certain circumstances the net 
proceeds of certain shares undertakings or business 
disposals by shire must be applied towards the mandatory 
prepayment of the facility subject to certain exceptions
events of default under the facility include i nonpayment 
of any amounts due under the facility ii failure to satisfy any 
fi nancial covenants iii material misrepresentation in any 
of the fi nance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain 
insolvency events or proceedings vi material adverse 
changes in the business operations assets or fi nancial 
condition of shire and its subsidiaries vii if it becomes 
unlawful for shire or any of its subsidiaries that are parties 
to the 2015 facility agreement to perform their obligations 
or viii if shire or any subsidiary of shire which is a party 
to the 2015 facility agreement repudiates the 2015 facility 
agreement or any other fi nance document among others 
the 2015 facility agreement is governed by english law
2013 facilities agreement
on november 11 2013 the company entered into a 2600 
million facilities agreement with among others morgan 
stanley bank international limited acting as lead arranger 
and agent the “2013 facilities agreement” the 2013 
facilities agreement comprised two credit facilities i a 
1750 million term loan facility and ii a 850 million term 
loan facility 
on december 13 2013 and at various points during the 
year to december 31 2014 the company cancelled part 
of the 2600 million term loan facility at december 31 2014 
the 2013 facilities agreement comprised an 850 million 
term loan facility which matures on november 11 2015 
and was fully utilized all other terms and conditions 
remain unchanged
term loan agreements
2015 facilities agreement
on january 11 2015 the company entered into a 850 
million facility agreement with among others citi global 
markets limited acting as mandated lead arranger and 
bookrunner the “2015 facility agreement” the 2015 
facility agreement comprises a 850 million term loan facility 
the company has agreed to act as guarantor for any of its 
subsidiaries that are or become additional borrowers under 
the 2015 facility agreement
the 2015 facilities agreement which matures on january 10 
2016 may be used only to fi nance the purchase price 
payable in respect of shire’s acquisition of nps 
pharmaceuticals inc “nps” including certain related costs 
the maturity date may be extended twice at the company’s 
option by six months on each occasion on february 23 
2015 the company requested the utilization of 850 million 
under the 2015 facilities agreement to partially fi nance the 
purchase price payable in respect of shire’s acquisition of 
nps pharma including certain related costs
interest on any loans made under the 2015 facility agreement 
will be payable on the last day of each interest period which 
may be one week or one two three or six months at the 
election of the company or as otherwise agreed with the 
lenders the interest rate applicable to the 2015 facility 
agreement is libor plus 050 per annum and increases 
by 025 per annum 6 months after the date of the 
agreement and on each subsequent date falling at three
month intervals thereafter
the company shall also pay a commitment fee on the 
available but unutilized commitments under 850 million 
term loan facility for the availability period applicable to 
each facility with effect from fi rst utilization the commitment 
fee rate will be 35 of the applicable margin before fi rst 
utilization the commitment fee rate will increase in stages 
from 0 to 35 of the applicable margin over a period of 
three months annual report 2014 shire plc 179
strategic report governance financial statements other information
the 850 million term loan facility which matures on 
november 11 2015 has been used to fi nance the purchase 
price payable in respect of shire’s acquisition of viropharma 
incorporated “viropharma” including certain related costs
interest on any loans made under the facilities will be payable 
on the last day of each interest period which may be one 
week or one two three or six months at the election of shire 
or as otherwise agreed with the lenders 
the interest rate applicable to the 850 million term loan 
facility commenced at libor plus 115 per annum until 
delivery of the compliance certifi cate for the year ending 
december 31 2013 and is subject to change depending upon 
the prevailing ratio of net debt to ebitda of the group each 
as defi ned in the 2013 facilities agreement in respect of the 
most recently completed fi nancial year or fi nancial half year
the 2013 facilities agreement includes customary 
representations and warranties covenants and events of 
default including requirements that the ratio of net debt 
to ebitda of shire each as defi ned in the 2013 facilities 
agreement must not at any time exceed 351 for the 
relevant period as defi ned in the 2013 facilities agreement 
except that following certain acquisitions including the 
viropharma acquisition the company may elect to increase 
the ratio to 401 in the relevant period in which the acquisition 
was completed and the immediately following relevant period 
in addition for each 12month period ending december 31 
or june 30 the ratio of ebitda of the group to net interest 
each as defi ned in the 2013 facilities agreement must not 
be less than 401
the 2013 facilities agreement restricts subject to certain 
covenants shire’s ability to incur additional fi nancial 
indebtedness grant security over its assets or provide or 
guarantee loans further any lender may require mandatory 
prepayment of its participation if there is a change of control 
of shire in addition in certain circumstances the net 
proceeds of certain shares undertakings or business 
disposals by shire must be applied towards the mandatory 
prepayment of the facilities subject to certain exceptions
events of default under the facilities include i nonpayment 
of any amounts due under the facilities ii failure to satisfy 
any fi nancial covenants iii material misrepresentation in any 
of the fi nance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain 
insolvency events or proceedings vi material adverse 
changes in the business operations assets or fi nancial 
condition of the company and its subsidiaries vii if it 
becomes unlawful for the company or any of its subsidiaries 
that are parties to the 2013 facilities agreement to perform 
their obligations or viii if the company or any subsidiary of 
shire plc which is a party to the 2013 facilities agreement 
repudiates the 2013 facilities agreement or any other fi nance 
document among others the 2013 facilities agreement is 
governed by english law
revolving credit facilities agreement
on december 12 2014 the company entered into a 2100 
million revolving credit facilities agreement the “rcf” with 
a number of fi nancial institutions for which abbey national 
treasury services plc trading as santander global banking 
and markets bank of america merrill lynch international 
limited barclays bank plc citigroup global markets 
limited lloyds bank plc the royal bank of scotland plc 
and sumitomo mitsui banking corporation acted as 
mandated lead arrangers and bookrunners and dnb bank 
asa the bank of tokyomitsubishi ufj ltd credit suisse 
ag london branch deutsche bank luxembourg sa 
goldman sachs bank usa mizuho bank ltd and morgan 
stanley bank international limited acted as arrangers the 
company is an original borrower under the rcf and has 
agreed to act as guarantor for its subsidiaries which are also 
original borrowers and for any other of its subsidiaries that 
become additional borrowers thereunder at december 31 
2014 the rcf was undrawn on february 23 2015 shire 
requested the utilization of 1300 million under the rcf to 
partly fi nance the purchase price payable in respect of shire’s 
acquisition of nps pharma including certain related costs
the rcf  which terminates on december 12 2019 may be 
applied towards fi nancing the general corporate purposes 
of shire the rcf incorporates a 250 million us dollar 
and euro swingline facility operating as a sublimit thereof
the rcf became immediately available for general corporate 
purposes as outlined above on satisfaction of certain 
customary conditions precedent including the cancellation 
of shire’s existing multicurrency term and revolving facilities 
agreement dated november 23 2010 the “2010 rcf” with 
a number of fi nancial institutions for which abbey national 
treasury services plc bank of america merrill lynch 
international limited formerly banc of america securities 
limited barclays bank plc formerly barclays capital 
citigroup global markets limited lloyds bank plc formerly 
lloyds tsb bank plc and the royal bank of scotland plc 
acted as lead arrangers the facilities under which at such 
time were undrawn 
interest on any loans made under the rcf will be payable 
on the last day of each interest period which may be one 
week or one two three or six months at the election of shire 
or as otherwise agreed with the lenders the interest rate for 
the rcf will be libor or in relation to any revolving loan 
in euro euribor plus 030 per year until delivery of the 
fi rst compliance certifi cate required to be delivered after the 
date of the rcf  subject to change thereafter depending 
upon i the prevailing ratio of net debt to ebitda each as 
defi ned in the rcf in respect of the most recently completed 
fi nancial year or fi nancial half year and ii the occurrence and 
continuation of an event of default in respect of the fi nancial 
covenants or the failure to provide a compliance certifi cate 180 shire plc annual report 2014
directors’ report
continued
shire 275 convertible bonds due 2014
on november 26 2013 shire issued an optional redemption 
notice under the trust deed dated may 9 2007 the “trust 
deed” to holders the “holders” of the company’s 275 
convertible bonds due 2014 the “bond” the aggregate 
outstanding principal amount of bonds on november 25 
2013 the last practicable date prior to the date of the optional 
redemption notice was 1075070000 the last day on 
which bondholders were able to exercise their conversion 
rights was december 13 2013 those bonds which were 
not voluntarily converted were redeemed by the company 
on december 27 2013 at par together with interest accrued 
to that date as of december 31 2013 bonds in an 
aggregate principal amount of the 1099050000 had been 
voluntary converted into 33806464 fully paid ordinary 
shares at a conversion price of 3251 per ordinary share 
in the capital of the company with par value of £005 each 
the remaining outstanding bonds in an aggregate principal 
amount of 950000 were redeemed pursuant to the optional 
redemption notice issued on november 26 2013 following 
the redemption of all the outstanding bonds the company 
cancelled the listing of the bonds on the offi cial list 
maintained by the uk listing authority and the admission 
to trading of the bonds on the professional securities market 
of the london stock exchange
going concern 
the directors have a reasonable expectation that the 
company and the group has adequate resources to continue 
in operational existence for the foreseeable future 
accordingly the directors continue to adopt the going 
concern basis of accounting in preparing the fi nancial 
statements further details regarding the adoption of the 
going concern basis can be found in the accounting policies 
in the notes to the fi nancial statements
directors
the directors who served during the year and up to the date 
of signing these fi nancial statements are shown below
dr flemming orsnkov
matthew emmens resigned april 29 2014
graham hetherington resigned march 1 2014
dominic blakemore appointed january 1 2014
william burns
dr steven gillis
dr david ginsburg
david kappler
susan kilsby
anne minto obe
david stout
shire shall also pay i a commitment fee equal to 35 per 
year of the applicable margin on available commitments 
under the rcf for the availability period applicable thereto 
and ii a utilization fee equal to a 010 per year of the 
aggregate of the amount requested by the borrower in 
a utilization request the “base currency amount” of 
all outstanding loans up to an aggregate base currency 
amount equal to 700 million b 015 per year of the 
amount by which the aggregate base currency amount 
of all outstanding loans exceeds 700 million but is equal 
to or less than 1400 million and c 030 per year of the 
amount by which the aggregate base currency amount 
of all outstanding loans exceeds 1400 million
the rcf includes customary representations and warranties 
covenants and events of default including requirements that 
shire’s i ratio of net debt to ebitda in respect of the most 
recentlyended 12month relevant period each as defi ned 
in the rcf must not at any time exceed 351 except that 
following an acquisition fulfi lling certain criteria shire may 
on a once only basis elect to increase this ratio to 401 for 
the relevant period in which the acquisition was completed 
and for that immediately following and ii ratio of ebitda 
to net interest for the most recentlyended 12month 
relevant period each as defi ned in the rcf must not 
be less  than 401
the rcf restricts subject to certain exceptions shire’s ability 
to incur additional fi nancial indebtedness grant security over 
its assets or provide loansgrant credit further any lender 
may require mandatory prepayment of its participation if there 
is a change of control of shire subject to certain exceptions 
for schemes of arrangement and analogous schemes
events of default under the facilities include among others 
i nonpayment of any amounts due under the finance 
documents as defi ned in the rcf ii failure to satisfy any 
fi nancial covenants iii material misrepresentation in any of 
the finance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain 
insolvency events or proceedings vi material adverse 
changes in the business operations assets or fi nancial 
condition of shire as a whole vii if it becomes unlawful for 
shire plc or any successor parent company or any of their 
respective subsidiaries that are parties to the rcf to perform 
their obligations thereunder or viii if the company or any 
successor parent company or any subsidiary thereof which 
is a party to the 2010 rcf repudiates such agreement or 
other finance document  annual report 2014 shire plc 181
strategic report governance financial statements other information
purchase of own shares
during the year ending december 31 2013 the company 
made onmarket repurchases totaling 6191965 ordinary 
shares at a cost of 193 million excluding transaction costs 
the program covers purchases of ordinary shares for 
cancellation or to be held as treasury shares in accordance 
with the authority renewed by shareholders at the company’s 
agm on april 30 2013 when the company was authorized 
to make market purchases of up to 55741587 of its own 
ordinary shares 
following the announcement of the acquisition of 
viropharma the company also announced that it was 
ceasing its share buyback program on november 11 
2013 with immediate effect the contracts were cancelled 
on this date
directors’ liability insurance and indemniﬁ cation
in the year under review the group maintained an insurance 
policy for its directors and offi cers in respect of liabilities 
arising out of any act error or omission whilst acting in 
their capacity as directors or offi cers qualifying third party 
indemnity provisions were also in place during the year under 
review for the benefi t of directors in relation to certain losses 
and liabilities which they may potentially incur to thirdparties 
in the course of their duties these remain in force at the date 
of this report
subsequent events
in february 2015 shire completed the acquisition of 
nps pharma inc this acquisition adds global rights to 
an innovative product portfolio with multiple growth 
catalysts including gattexrevestive with growing 
sales for the treatment of adults with sbs a rare gi condition 
and natparanatpar the only bioengineered hormone 
replacement therapy for use in the treatment of hpt 
a rare endocrine disease which received fda approval 
in january 2015
on february 23 2015 shire plc requested the utilization of 
1300 million under the rcf to partly fi nance the purchase 
price payable in respect of shire’s acquisition of nps pharma 
including certain related costs in addition on february 23 
2015 shire plc requested the utilization of 850 million under 
the 2015 facility agreement to partly fi nance the purchase 
price payable in respect of shire’s acquisition of nps pharma 
including certain related costs 
auditor
each of the persons who are a director at the date 
of approval of this report confi rms that
  so far as the director is aware there is no relevant audit 
information of which the company’s auditor is unaware and
  the director has taken all the steps that heshe ought to have 
taken as a director in order to make himselfherself aware of 
any relevant audit information and to establish that the 
company’s auditor is aware of that information
deloitte llp has expressed their willingness to continue in 
offi ce as auditor and a resolution to reappoint them will be 
proposed at the forthcoming annual general meeting
approved by the board and signed on its behalf by
tatjana may
company secretary
february 24 2015 182 shire plc annual report 2014
the directors are responsible for preparing the annual report 
and the fi nancial statements in accordance with applicable 
law and regulations
company law requires the directors to prepare fi nancial 
statements for each fi nancial year under that law the 
directors have elected to prepare the fi nancial statements 
in accordance with united kingdom generally accepted 
accounting practice united kingdom accounting standards 
and applicable law under company law the directors must 
not approve the fi nancial statements unless they are satisfi ed 
that they give a true and fair view of the state of affairs of the 
company and of the profi t or loss of the company for that 
period in preparing these fi nancial statements the directors 
are required to
  select suitable accounting policies and then apply them 
consistently
  make judgments and accounting estimates that are 
reasonable and prudent
  state whether applicable uk accounting standards have 
been followed subject to any material departures disclosed 
and explained in the ﬁ nancial statements and
  prepare the ﬁ nancial statements on the going concern basis 
unless it is inappropriate to presume that the company will 
continue in business
the directors are responsible for keeping adequate 
accounting records that are suffi cient to show and explain 
the company’s transactions and disclose with reasonable 
accuracy at any time the fi nancial position of the company 
and enable them to ensure that the fi nancial statements 
comply with the companies jersey law 1991 they 
are also responsible for safeguarding the assets of the 
company and hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities
the directors are responsible for the maintenance and 
integrity of the corporate and fi nancial information included 
on the company’s website legislation in the united kingdom 
governing the preparation and dissemination of fi nancial 
statements may differ from legislation in other jurisdictions
directors’ responsibilities statement 
responsibility statement 
we confi rm that to the best of our knowledge
  the fi nancial statements prepared in accordance with 
united kingdom generally accepted accounting practice 
give a true and fair view of the assets liabilities fi nancial 
position and profi t or loss of the company and the 
undertakings included in the consolidation taken as 
a whole
  the directors’ report includes a fair review of the development 
and performance of the business and the position of the 
company and the undertakings included in the consolidation 
taken as a whole together with a description of the principal 
risks and uncertainties that they face and
  the annual report and ﬁ nancial statements taken as a 
whole are fair balanced and understandable and provide 
the information necessary for shareholders to assess the 
company’s performance business model and strategy
approved by the board and signed on its behalf by
dr flemming ornskov
director
february 24 2015 annual report 2014 shire plc 183
strategic report governance financial statements other information
independent auditor’s report to the members
of shire plc 
risk how the scope of our audit responded to the risk
investment in subsidiaries
there is a risk related to the size of the company’s investments of 13bn 
in shire pharmaceutical holdings ireland limited and shire regenerative 
medicine inc which are disclosed in note h
we have challenged the directors’ impairment analysis and have considered 
the valuation of the company’s subsidiary against other indicators of value 
such as the overall stock market capitalisation of the shire group
complex tax judgments
as shire transacts globally within a complex group structure significant 
judgment is required in determining the level of tax provisions 
we identified a risk that the judgments made by the directors are 
inappropriate
in the current year the most significant judgment related to the tax 
treatment of the break fee of 16 billion received from abbvie inc 
“abbvie”
as disclosed in note 26 the directors have assessed the tax treatment 
of the 16bn abbvie break fee and concluded that this receipt should 
not be taxable in ireland
we have reviewed and challenged management’s conclusion by
  reviewing the company’s submission to the irish tax authorities and 
the advice received by the company from third party legal counsel 
and other advisors
  consulting with our own taxation experts to consider the associated 
fact pattern and to challenge the judgments made and
  testing the appropriateness of the process and controls adopted by 
management in making the key judgments and the controls over the 
entity prepared documents used in the control
opinion on the ﬁ nancial statements of shire plc
in our opinion the fi nancial statements
  give a true and fair view of the state of the company’s 
affairs as at december 31 2014 and of its loss for the year 
then ended
  have been properly prepared in accordance with united 
kingdom generally accepted accounting practice and
  have been prepared in accordance with the requirements 
of the companies jersey law 1991
the fi nancial statements comprise the profi t and loss 
account balance sheet and the related notes a to p  
the fi nancial reporting framework that has been applied 
in their preparation is applicable law and united kingdom 
accounting standards united kingdom generally 
accepted accounting practice
going concern
we have reviewed the directors’ statement that the company 
is a going concern 
we confi rm that
  we have concluded that the directors’ use of the going 
concern basis of accounting in the preparation of the 
ﬁ nancial statements is appropriate and
  we have not identiﬁ ed any material uncertainties that may 
cast signiﬁ cant doubt on the company’s ability to continue 
as a going concern
however because not all future events or conditions can 
be predicted this statement is not a guarantee as to the 
company’s ability to continue as a going concern
our assessment of risks of material misstatement
the assessed risks of material misstatement described below 
are those that had the greatest effect on our audit strategy 
the allocation of resources in the audit and directing the 
efforts of the engagement team
the description of risks above should be read in conjunction 
with the signifi cant issues considered by the audit committee 
discussed on page 67
our audit procedures relating to these matters were designed 
in the context of our audit of the fi nancial statements as a 
whole and not to express an opinion on individual accounts 
or disclosures our opinion on the fi nancial statements is not 
modifi ed with respect to any of the risks described above and 
we do not express an opinion on these individual matters
our application of materiality
we defi ne materiality as the magnitude of misstatement in the 
fi nancial statements that makes it probable that the economic 
decisions of a reasonably knowledgeable person would be 
changed or infl uenced we use materiality both in planning 
the scope of our audit work and in evaluating the results of 
our work
we determined materiality for the company to be 69 million 
based on the net assets of the company
we agreed with the audit committee that we would report 
to the committee all audit differences in excess of 3 million 
2013 3 million as well as differences below that threshold 
that in our view warranted reporting on qualitative grounds 
we also report to the audit committee on disclosure matters 
that we identifi ed when assessing the overall presentation 
of the fi nancial statements 184 shire plc annual report 2014
an overview of the scope of our audit
our audit was scoped by obtaining an understanding of the 
entity and its environment including internal control and 
assessing the risks of material misstatement audit work to 
respond to the risks of material misstatement was performed 
directly by the audit engagement team
matters on which we are required to report by exception
adequacy of explanations received and 
accounting records
under the companies jersey law 1991 we are required 
to report to you if in our opinion
  we have not received all the information and explanations 
we require for our audit or
  proper accounting records have not been kept or returns 
adequate for our audit have not been received from branches 
not visited by us or
  the ﬁ nancial statements are not in agreement with the 
accounting records and returns
we have nothing to report in respect of these matters
our duty to read other information in the annual report
under international standards on auditing uk and ireland 
we are required to report to you if in our opinion information 
in the annual report is
  materially inconsistent with the information in the audited 
ﬁ nancial statements or
  apparently materially incorrect based on or materially 
inconsistent with our knowledge of the company acquired 
in the course of performing our audit or
  otherwise misleading
in particular we are required to consider whether we have 
identifi ed any inconsistencies between our knowledge 
acquired during the audit and the directors’ statement that 
they consider the annual report is fair balanced and 
understandable and whether the annual report appropriately 
discloses those matters that we communicated to the audit 
committee which we consider should have been disclosed 
we confi rm that we have not identifi ed any such 
inconsistencies or misleading statements
respective responsibilities of directors and auditor
as explained more fully in the directors’ responsibilities 
statement the directors are responsible for the preparation of 
the fi nancial statements and for being satisfi ed that they give 
a true and fair view our responsibility is to audit and express 
an opinion on the fi nancial statements in accordance with 
applicable law and international standards on auditing uk 
and ireland those standards require us to comply with the 
auditing practices board’s ethical standards for auditors we 
also comply with international standard on quality control 1 
uk and ireland our audit methodology and tools aim to 
ensure that our quality control procedures are effective 
understood and applied our quality controls and systems 
include our dedicated professional standards review team 
and independent partner reviews
this report is made solely to the company’s members as 
a body in accordance with article 113a of the companies 
jersey law 1991 our audit work has been undertaken so 
that we might state to the company’s members those matters 
we are required to state to them in an auditor’s report andor 
those further matters we expressly agreed to report to them 
on in our engagement letter and for no other purpose to the 
fullest extent permitted by law we do not accept or assume 
responsibility to anyone other than the company and the 
company’s members as a body for our audit work for this 
report or for the opinions we have formed
scope of the audit of the ﬁ nancial statements
an audit involves obtaining evidence about the amounts 
and disclosures in the fi nancial statements suffi cient to give 
reasonable assurance that the fi nancial statements are free 
from material misstatement whether caused by fraud or error 
this includes an assessment of whether the accounting 
policies are appropriate to the company’s circumstances and 
have been consistently applied and adequately disclosed the 
reasonableness of signifi cant accounting estimates made by 
the directors and the overall presentation of the fi nancial 
statements in addition we read all the fi nancial and non
fi nancial information in the annual report to identify material 
inconsistencies with the audited fi nancial statements and to 
identify any information that is apparently materially incorrect 
based on or materially inconsistent with the knowledge 
acquired by us in the course of performing the audit if we 
become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
james bates
senior statutor auditor
for and on behalf of deloitte llp
chartered accountants and statutory auditor
london united kingdom
february 24 2015
independent auditor’s report to the members
of shire plc
continued annual report 2014 shire plc 185
financial statements
proﬁ t and loss account
for the year ended december 31 2014
 note 
2014
’m
2013
’m
administrative expenses 1113 346
operating loss c 1113 346
interest payable and similar charges d 429 353
receipt of break fee e 16354 –
profitloss on ordinary activities before taxation 14812 699
tax on profitloss on ordinary activities f – –
profitloss on ordinary activities after taxation 14812 699
all activities of the company relate to continuing operations
there are no recognized gains and losses other than those stated above accordingly no statement of total recognized gains 
and losses has been presented
balance sheet
as at december 31 2014
 note 
2014
’m
2013
’m
fixed assets
investment in subsidiaries h 130390 110449
current assets
debtors i 16918 532
current liabilities
creditors amounts falling due within one year j 26719 6240
net current liabilities 9801 5708
total assets less current liabilities 120589 104741
net assets 120589 104741
capital and reserves
calledup share capital k 586 585
share premium account l 70718 70567
other reserve l 5124 4183
profit and loss account l 46917 32407
treasury shares m 2756 3001
shareholders’ funds l 120589 104741
approved by the board and signed on its behalf by
dr flemming ornskov
director
february 24 2015
strategic report governance financial statements other information 186 shire plc annual report 2014
notes to the ﬁ nancial statements 
for the year ended december 31 2014
a presentation of the ﬁ nancial statements
preparation of ﬁ nancial statements
these separate fi nancial statements of the company are 
prepared in accordance with united kingdom generally 
accepted accounting practice “uk gaap” as at december 
31 2014 and in accordance with the requirements of the 
companies jersey law 1991 they have been prepared 
under the historical cost convention except for the revaluation 
of certain fi nancial instruments at fair value as permitted by 
the companies jersey law 1991 and in accordance with 
applicable united kingdom accounting standards
consolidated accounts prepared in conformity with 
accounting principles generally accepted in the united states 
of america “us gaap” in which the fi nancial results and 
cash fl ow statement of the company and its subsidiaries 
are included can be found in the shire annual report
these fi nancial statements have been prepared in 
accordance with the company’s accounting policies 
described below which have been applied consistently 
throughout the current and preceding year and have 
been approved by the board
b accounting policies
going liquidity cash ﬂ ow and going concern 
the group’s balance sheet includes 29824 million of cash 
and cash equivalents at december 31 2014 
the company also has a revolving credit facility of 
2100 million which matures in 2019 which was undrawn 
at december 31 2014 on february 23 2015 shire 
requested the utilization of 1300 million under the rcf to 
partly fi nance the purchase price payable in respect of shire’s 
acquisition of nps pharma including certain related costs 
in connection with its acquisition of viropharma on 
november 11 2013 the company also entered into a 
2600 million term loan facilities agreement the “2013 
facilities agreement” amounts drawn under the 2013 
facilities agreement were subsequently reduced to 850 
million at december 31 2014 the 2013 facilities agreement 
comprised an 850 million term loan facility which matures 
on november 11 2015 which was fully utilized and recorded 
within short term borrowings
following shire’s announcement to acquire nps pharma 
on january 11 2015 the company entered into an 850 
million term loan facilities agreement the “2015 facilities 
agreement” on february 23 2015 the company requested 
utilization of 850 million under the 2015 facilities agreement 
to partially fi nance the purchase price payable in respect 
of shire’s acquisition of nps pharma including certain 
related costs
the directors have a reasonable expectation that the 
company and the group have adequate resources to 
continue in operational existence for the foreseeable future 
accordingly the directors continue to adopt the going 
concern basis of accounting in preparing the report and 
fi nancial statements
investments
investments held as fi xed assets are stated at historic cost 
less any provision for impairment in the event of a return 
of capital by a subsidiary the company’s accounting policy 
is to apply the return of capital against the cost of investment 
such that the company’s investment in its subsidiary is 
recorded at its recoverable amount any surplus return of 
capital is recorded as an excess return of capital in the profi t 
and loss account
dividends paid and received
dividend distributions to the company’s shareholders are 
recognized as a liability in the company’s fi nancial statements 
in the period in which the shareholders’ right to receive 
payment is established dividend income is recognized in 
the profi t and loss account on the date the company’s right 
to receive payment is established
expenditure
expenditure is recognized in respect of goods and services 
received when supplied in accordance with contractual terms 
provision is made when an obligation exists for a future 
liability in respect of a past event and where the amount 
of the obligation can be reliably estimated
local currency and currency translation
the fi nancial statements have been presented in local 
currency the local currency is defi ned as the currency 
of the primary economic environment in which the 
company operates
transactions in foreign currencies are recorded at the rate 
of exchange ruling at the date of the transaction monetary 
assets and liabilities denominated in foreign currencies 
at the balance sheet dates are reported at the rate of 
exchange prevailing at that date nonmonetary items 
that are measured at historical cost in a foreign currency 
are not retranslated 
sharebased compensation
the company operates equitysettled sharebased 
compensation plans the fair value of the employee services 
received in exchange for the grant of the options has been 
valued using optionpricing models options and 
performance share awards granted without market conditions 
are valued using the blackscholes optionpricing model 
options and performance share awards granted with market 
conditions are valued using a binomial model in accordance 
with frs 20 “sharebased payment” the resulting cost for 
the company’s employees is recognized as an expense on 
a straightline basis over the vesting period of the awards 
the value of the charge is adjusted to refl ect expected and 
actual levels of vesting the cost for awards granted to the 
company’s subsidiaries’ employees represents additional 
capital contributions by the company in its subsidiaries 
an additional investment in subsidiaries has been recorded 
in respect of those awards granted to the company’s 
subsidiaries’ employees with a corresponding increase in 
the company’s shareholders’ equity the additional capital 
contribution is based on the fair value at the grant date of 
the awards issued this accounting treatment applies as 
the parent has granted the share option rather than being 
subsidiary granting an option in the parent’s equity  annual report 2014 shire plc 187
strategic report governance financial statements other information
convertible bonds
on issuance or substitution from other shire group 
companies of convertible bonds the company bifurcates 
these convertible bonds into their debt and equity 
components the fair value of the debt component is 
estimated using the market interest rate for an equivalent 
nonconvertible bond if the fair value of an equivalent 
nonconvertible bond is greater than the carrying value 
of convertible bond then the limit of the carrying value of 
convertible bond allocated to the liabilities is that carrying 
value the amount allocated to the debt component is 
classifi ed as a liability and subsequently measured on an 
amortized cost basis until extinguished on conversion or 
redemption of the bonds the remainder of the proceeds 
from the issuance or the fair value on substitution from other 
shire group companies of convertible bonds is allocated 
to the equity component which represents the embedded 
conversion option and is classifi ed in shareholders’ equity 
net of any income tax effects the carrying amount of the 
equity component is not remeasured in subsequent periods 
on conversion the equity component has been reclassifi ed 
to other reserves in line with the requirements of frs 25 
“financial instruments presentation”
treasury shares
where the company purchases the company’s own share 
capital the consideration paid is deducted from the total 
shareholders’ funds and classifi ed as treasury shares until 
they are cancelled where such shares are subsequently sold 
or reissued any consideration received is included in total 
shareholders’ funds 
where the company enters a fi nancial close or other 
prohibited period and broker contracts cannot be cancelled 
in this period a liability equivalent to the present value of the 
maximum number of shares available to purchase is debited 
against total equity accretion of the discount is recorded in 
the profi t and loss during the close period shares purchased 
in the close period are deducted from the liability and are 
recorded as treasury shares with any remaining liability on 
leaving the close period is reversed with a corresponding 
credit in shareholder equity
b accounting policies continued
financial liabilities and equity
financial liabilities and equity instruments are classifi ed 
according to the substance of the contractual arrangements 
entered into an equity instrument is any contract that 
evidences a residual interest in the assets of the company 
after deducting all of its liabilities
taxation
current tax is provided at amounts expected to be paid 
or recovered using the tax rates and laws that have been 
enacted or substantively enacted by the balance sheet date
deferred tax is recognized in respect of all timing differences 
that have originated but not reversed at the balance sheet 
date where transactions or events that result in an obligation 
to pay more tax in the future or a right to pay less tax in the 
future have occurred at the balance sheet date timing 
differences are differences between the company’s taxable 
profi ts and its results as stated in the fi nancial statements 
that arise from the inclusion of gains and losses in tax 
assessments in periods different from those in which they 
are recognized in the fi nancial statements
a net deferred tax asset is regarded as recoverable and 
therefore recognized only when on the basis of all available 
evidence it can be regarded as more likely than not that there 
will be suitable taxable profi ts from which the future reversal 
of the underlying timing differences can be deducted
deferred tax is measured at the rates that are expected 
to apply in the periods in which the timing differences are 
expected to reverse based on tax rates and laws that 
have been enacted or substantively enacted by the balance 
sheet date deferred tax balances are not discounted
related party transactions
under the provisions of frs 8 “related party disclosures” 
as the consolidated fi nancial statements in which the 
company’s results are included have been made available 
to the public the company is not required to separately 
disclose details of related party transactions with relation 
to wholly owned subsidiaries 
pensions
the company contributes to personal defi ned contribution 
pension plans of employees contributions are charged to the 
profi t and loss account as they become payable differences 
between contributions payable in the year and contributions 
actually paid are shown as either accruals or prepayments in 
the balance sheet 188 shire plc annual report 2014
notes to the ﬁ nancial statements 
for the year ended december 31 2014
continued
c operating loss
the operating loss is stated after charging
 
2014
’m
2013
’m
staff costs
salaries and wages 35 54
social security costs 02 05
pension contributions 01 13
sharebased payments to directors 29 46
directors’ fees 22 23
89 14 1
foreign exchange losses 01 03
the company employed one employee during the year 2013 two
the auditor’s remuneration in respect of audit and other services is disclosed in note 31 of the shire annual report in the 
consolidated accounts for the year ending december 31 2014 the fee payable to the company’s auditor for the audit of 
the company fi nancial statements was 13000 2013 13000
d interest payable and similar charges
 
2014
’m
2013
’m
interest payable on convertible bonds – 283
interest payable on amounts owed to group undertakings 158 69
bank interest payable and similar charges 271 01
429 353
interest charged on the convertible bonds represented the 275 coupon and the amortization of issue costs and discount 
arising on substitution of the convertible bonds at the time of the scheme of arrangement in 2008 see note j 
e receipt of break fee 
on july 18 2014 the boards of abbvie and shire announced that they had agreed the terms of a recommended combination 
of shire with abbvie subject to a number of conditions including approval by shareholders and regulators on the same date 
shire and abbvie entered into a cooperation agreement in connection with the recommended combination on october 16 
2014 the board of abbvie confi rmed that it had withdrawn its recommendation of its offer for shire as a result of the 
anticipated impact of the us treasury notice on the benefi ts that abbvie expected from its offer as abbvie’s offer was 
conditional on the approval of its stockholders and given their board’s decision to change its recommendation and to advise 
abbvie’s stockholders to vote against the offer there was no realistic prospect of satisfying this condition accordingly 
shire’s board agreed with abbvie to terminate the cooperation agreement on october 20 2014 the company entered into 
a termination agreement with abbvie pursuant to which abbvie paid the break fee due under the cooperation agreement 
of approximately 16354 million the company has obtained advice that the break fee should not be taxable in ireland 
the company has therefore concluded that no tax liability should arise and has not recognized a tax charge in the income 
statement in the current accounting period however this has not been agreed with the tax authorities
f  tax on proﬁ tloss on ordinary activities
a company which is incorporated in jersey but managed and controlled and resident for tax purposes outside of jersey in 
a country or territory where the highest rate at which any company may be charged to tax on any part of its income is 20 
or higher will not be regarded as resident in jersey for tax purposes 
as the company is both managed and controlled and tax resident in ireland it will not be regarded as resident in jersey for 
tax purposes 
the company is managed and controlled in ireland and is therefore subject to irish corporation tax
there was nil corporation tax charged for the year ended december 31 2014 2013 nil annual report 2014 shire plc 189
f  tax on proﬁ tloss on ordinary activities continued
the differences between the total current tax and the amount calculated by applying the standard rate of irish corporation tax 
to the loss before tax is as follows
 
2014
’m
2013
’m
profitloss on ordinary activities before taxation 14812 699
tax on profitloss on ordinary activities at standard irish corporation tax rate of 25 3703 175
effects of
expenses not deductible for tax purposes 305 89
group relief surrendered 54 13
movements on deferred tax not recognized 28 73
receipt not subject to tax 4090 –
current tax charge for the year – –
g dividends
ordinary shares 
2014
’m
2013
’m
second interim dividend – 1709 cents 1021 pence per ordinary share 
equivalent to 5079 cents per ads paid in april 2014 1000 –
first interim dividend – 364 cents 224 pence per ordinary share 
equivalent to 1149 cents per ads paid in october 2014 216 –
second interim dividend – 1438 cents 939 pence per ordinary share 
equivalent to 4380 cents per ads paid in april 2013 – 797
first interim dividend – 300 cents 195 pence per ordinary share 
equivalent to 900 cents per ads paid in october 2013 – 17  1
1216 968
of the above amounts the company paid dividends amounting to 89 million in the year 2013 57 million in accordance 
with ias arrangements the company directed shire biopharmaceuticals holdings to pay dividends totaling 1127 million 
2013 911 million to those shareholders who choose to receive their dividends from a company tax resident in the uk
the board has resolved to pay a second interim dividend of 1909 cents 1251 pence per ordinary share equivalent to 
5727 cents per ads for the six months to december 31 2014
h investments in subsidiaries
 
2014
’m
2013
’m
cost
as at january 1 110449 109722
additions 19021 –
capital contribution relating to sharebased payments 941 727
return of capital 21 –
as at december 31 130390 110449
the additions in the year relate to an additional investment of 19000 million on 25 january 2014 in shire pharmaceutical 
holdings ireland limited and 21 million on 22 december 2014 in shire regenerative medicine llc 
following the investment in shire regenerative medicine llc a return of capital of 21 million was carried out leaving a 1 
investment in the entity
subsidiaries
details of the company’s direct subsidiaries as at december 31 2014 are as follows
 country of incorporation principal activity holding
shire pharmaceutical holdings ireland limited republic of ireland holding company 100
shire regenerative medicine llc us holding company 100
details of the company’s indirect subsidiaries can be found in note 32 of the shire annual report in the consolidated accounts 
for the year ending december 31 2014
strategic report governance financial statements other information 190 shire plc annual report 2014
notes to the ﬁ nancial statements 
for the year ended december 31 2014
continued
i debtors
2014
’m
2013
’m
amounts due from group undertakings 16796 422
other debtors 122 110
16918 532
the amounts due from group undertakings are primarily us dollar denominated an amount of 16371 million 
2013 123 million bears interest at fl oating rates of interest the remaining balance is noninterest bearing
deferred tax
the company had an unrecognized deferred tax asset of 224 million 2013 195 million in respect of short term timing 
differences and losses as at december 31 2014
j creditors amounts falling due within one year
2014
’m
2013
’m
short term borrowings 8500 –
amounts owed to group undertakings 17722 6205
accrued interest 02 01
other creditors 495 34
26719 6240
the amounts due to group undertakings are primarily unsecured us dollar denominated repayable on demand and bear 
interest at fl oating rates of interest
short term borrowings relate to the 850 million term loan facility which matures on november 11 2015 has been used 
to fi nance the purchase price payable in respect of shire’s acquisition of viropharma including certain related costs 
for further details see the term loan agreement section detailed in the directors’ report and note o commitments
shire 275 convertible bonds
the value of the bonds as recognized on the balance sheet at the end of the prior year was as follows
2014
’m
2013
’m
nominal value of 275 convertible bonds due 2014 – –
liability component at january 1 – 1 1044
interest charged
i
– 283
interest paid – 303
redeemed bonds converted to ordinary shares – 11015
redeemed bonds settled by cash – 09
liability component at december 31 – –
i interest charged represents the accrued coupon and amortization of discount
on november 26 2013 shire issued an optional redemption notice under the trust deed dated may 9 2007 to holders of the 
company’s 275 convertible bonds pursuant to the terms of the trust deed the convertible bonds which holders elected 
to convert as of december 31 2013 were converted into 33806464 ordinary shares at a conversion price of 3251 per 
ordinary share annual report 2014 shire plc 191
k calledup share capital
 2014 2013
ordinary shares of 5p each number ’m number ’m
authorized
at january 1 2014 and 2013 1000000000 991 1000000000 991
at december 31 2014 and 2013 1000000000 991 1000000000 991
issued and fully paid
at january 1 2014 and 2013 597542344 585 562546335 557
issued on exercise of options 1515158 01 1 189545 –
issued on conversion of loan notes –– 33806464 28
at december 31 2014 and 2013 599057502 586 597542344 585
 2014 2013
subscriber ordinary shares of £1 each number ’m number ’m
authorized
at december 31 2– 2–
issued and fully paid –
at december 31 2– 2–
income access share arrangements
details of the shire income access share arrangements are disclosed in note 23 of the shire annual report
share options
details of options and awards granted over the ordinary shares of the company which are outstanding as at december 31 
2014 are provided in the shire annual report in note 23 together with the total cost of sharebased payment compensation 
in respect of such schemes
the charge for the period relating to sharebased payment plans in respect of directors of the company was 29 million 
2013 46 million all of which related to equitysettled sharebased payment transactions
details of options and awards granted to directors of the company are contained in the directors’ remuneration report of 
shire annual report on page 97
conversion of loan notes
as per the information provided in note j in the prior year ordinary shares were issued on the conversion of the loan notes 
which were due to mature in 2014 33806464 shares were issued to the holders of the loan which has increased the issued 
and fully paid share capital of the company by 28 million
l movements in shareholders’ funds
calledup
share
capital
’m
share
premium
account
 ’m
other
capital
 reserve
’m
profit
and loss
account
 ’m
treasury
shares
 ’m
total
’m
as at january 1 2014 585 70567 4183 32407 3001 104741
capital contribution relating to sharebased payments –– 941–– 941
credit to equity for sharebased payment – – –29 –29
dividends paid – – –89 –89
options exercised 01 151––– 152
shares issues on conversion of convertible bonds
movement of treasury shares for newly issued shares ––– 245 245 –
profit for the year – – –14812 –14812
as at december 31 2014 586 70718 5124 46914 2756 120589
strategic report governance financial statements other information 192 shire plc annual report 2014
notes to the ﬁ nancial statements 
for the year ended december 31 2014
continued
m treasury shares
the treasury shares reserve represents the cost of shares in the company purchased in the market and held by the company 
for the purpose of returning funds to shareholders the number of ordinary shares held by the company as at december 31 
2014 was 9019832 with a purchase value of 2756 million including transaction costs 2013 9823536 with a purchase 
value of 3001 million 
the company instructed independent third parties to purchase the shares of the company up to a maximum value of 
500 million these contracts could be cancelled at any time other than when the company was in a fi nancial close or other 
prohibited period as the contracts could not be cancelled in a close or other prohibited period the company was obliged 
to recognize a liability equivalent to the present value of the maximum number of shares still available to purchase which 
was debited against total equity accretion of the discount is recorded in the profi t and loss during the close or other 
prohibited period shares purchased in the close period or other prohibited were deducted from the liability and recorded 
as treasury shares with any remaining liability on leaving the close or other prohibited period was reversed with a credit 
recognized in shareholder equity
following the announcement of the acquisition of viropharma the company also announced that it was ceasing its share 
buyback program on november 11 2013 with immediate effect the contracts were cancelled on this date
n risk management and ﬁ nancial instruments
financial risk factors
the company’s risks are managed on a group basis
the group’s activities expose it to a variety of fi nancial risks credit risk liquidity risk and market risk including foreign 
currency exchange risk price risk and interest rate risk
the group’s overall risk management program focuses on the unpredictability of fi nancial markets and seeks to minimize 
potential adverse effects on the group’s fi nancial performance the group uses derivative fi nancial instruments to hedge 
certain risk exposures
the group’s fi nancial risk management is carried out by a corporate treasury function conducted within a framework of policies 
and procedures approved annually by the company’s board of directors the corporate treasury function identifi es evaluates 
and hedges fi nancial risks in close cooperation with the group’s operating units as a matter of policy the group does not 
undertake speculative transactions that would increase currency or interest rate exposure
further information in respect of the fi nancial risk management of the group can be obtained from the shire annual report 
in the consolidated accounts for the year ending december 31 2014
credit risk
as at december 31 2014 the company had amounts due from group undertakings and other debtors which in the aggregate 
totaled 16796 million the company’s maximum exposure to credit risk from these amounts is 16796 million 
liquidity risk
prudent liquidity risk management implies maintaining suffi cient cash and cash equivalents and the availability of funding 
through an adequate amount of committed credit facilities
the company fi nances its activities through debt securities and committed bank facilities borrowings and the repayment of 
loans from group companies and the proceeds of asset or investment disposals and cash generated from private and public 
offerings of equity
the company anticipates that its funding sources will be suffi cient to meet its anticipated future administrative expenses 
debt principal dividend obligations and service costs as they become due over the next 12 months
maturity analysis of ﬁ nancial liabilities 
at december 31 2014
less than
3 months
’m
between
36 months
’m
between
612 months
’m
between
13 years
’m
between
35 years
’m
total
’m
amounts owed to group undertakings
i
17722 – – – – 17722
loan facility
ii
–– 8500–– 8500
26222 – – – – 26222
at december 31 2013
amounts owed to group undertakings
i
6205 – – – – 6205
6205 – – – – 6205
i
 the amounts due to group undertakings are primarily unsecured us dollar denominated repayable on demand and bear interest at ﬂ oating rates of interest 
ii
 the loan is unsecured us dollar denominated and bears interest at a ﬂ oating rate of interest annual report 2014 shire plc 193
n risk management and ﬁ nancial instruments continued
market risk
foreign currency exchange risk
as at december 31 2014 substantially all of the company’s fi nancial assets and fi nancial liabilities were denominated in its 
functional currency the us dollar the company is not exposed to any signifi cant foreign exchange currency risk
price risk
as at december 31 2014 the company held no investments other than fi xed asset investments in subsidiary undertakings 
which are held at historic cost less any provision for impairment the company is not exposed to any price risk
interest rate risk
as at december 31 2014 the company held no cash or cash equivalents or had any trade debtors or creditors which were 
interest bearing the company had shortterm borrowings of 17722 million from another group company which are 
repayable on demand and bear interest at fl oating rates interest on these borrowings in the period amounted to 158 million 
and the directors do not perceive that servicing this debt poses any signifi cant risk to the company given its size in relation 
to the company’s net assets interest on other loans totaled 131 million in the year and the directors do not perceive that 
servicing this debt poses any signifi cant risk to the company 
market risk sensitivity analysis
frs 29 “financial instruments disclosures” requires a market risk sensitivity analysis illustrating the fair value of the 
company’s fi nancial instruments and the impact on the company’s profi t and loss account and shareholders’ equity of 
reasonably possible changes in selected market risks the company has no fi nancial assets or liabilities that expose it to 
market risk other than amounts owed to group undertakings of 17722 million the directors do not believe that a 1 
movement in interest rates will have a material impact on the company’s profi t and loss account or shareholders’ equity
financial instruments
the table below sets out the company’s accounting classifi cation of each class of fi nancial assets and fi nancial liabilities 
and their fair values at december 31 2014
at december 31 2014
designated
at fair value
’m
available
forsale
’m
loans and
receivables
’m
amortized
cost
’m
carrying
amount
’m
fair value
’m
amounts due from group undertakings
i
– – 16796 – 16796 16796
other debtors
i
– – 122 – 122 122
amounts owed to group undertakings
i
– – – 17722 17722 17722
loan facility
iii
– – – 8500 8500 8500
–– 16918 26222 9304 9304
at december 31 2013
amounts due from group undertakings
i
– – 422 –422422
other debtors
i
– – 1 10 – 1 10 1 10
amounts owed to group undertakings
i
– – – 6205 6205 6205
convertible bonds
ii
––––––
– – 532 6205 5673 5673
i
 the carrying amount of amounts due to and from group undertakings and other debtors is at approximate fair value because of the shortterm maturity of 
the amounts
ii
 the fair value of the company’s convertible bonds is based on the quoted market price of the bonds at the balance sheet date – as such the fair value quoted 
above represents the composite fair value for both the liability and equity components of the convertible bonds whereas the carrying amount represents only 
the liability component
iii
 the carrying amount of amounts for the loan facility is at approximate fair value because of the shortterm maturity of the amounts
capital risk management
the capital structure of the company consists of debt which includes borrowings disclosed in note j issued capital reserves 
and retained earnings as disclosed in note l the company manages its capital to ensure that entities in the group will be able 
to continue as a going concern and to ensure the group has suffi cient capital available to meet future funding requirements 
the group is in strong fi nancial position with net cash of as determined under us gaap  of 2119 million at december 31 
2014 2013 net cash 2231 million which positions the group to take advantage of any opportunities that might arise to 
develop the business details of funding requirements are explained in the liquidity and capital resources section of the 
review of our business in the shire annual report in the consolidated accounts for the year ending december 31 2014
the company is not subject to any externally imposed capital requirements
strategic report governance financial statements other information 194 shire plc annual report 2014
notes to the ﬁ nancial statements 
for the year ended december 31 2014
continued
o commitments
capital commitments
there are no signifi cant capital commitments relating to the company
guarantees
the company has guaranteed external lease commitments overdrafts trade facility lines and other banking obligations 
of various subsidiaries amounting to 457 million 2013 1307 million
term loan agreement
2015 facilities agreement
on january 11 2015 the company entered into a 850 million facility agreement with among others citi global markets 
limited acting as mandated lead arranger and bookrunner the “2015 facility agreement” the 2015 facility agreement 
comprises a 850 million term loan facility shire has agreed to act as guarantor for any of its subsidiaries that are or become 
additional borrowers under the 2015 facility agreement
the 2015 facilities agreement which matures on january 10 2016 may be used only to fi nance the purchase price payable 
in respect of shire’s acquisition of nps pharma including certain related costs the maturity date may be extended twice at 
shire’s option by six months on each occasion on february 23 2015 the company requested the utilization of 850 million 
under the 2015 facilities agreement to partially fi nance the purchase price payable in respect of shire’s acquisition of nps 
pharma including certain related costs
interest on any loans made under the 2015 facility agreement will be payable on the last day of each interest period which 
may be one week or one two three or six months at the election of shire or as otherwise agreed with the lenders the interest 
rate applicable to the 2015 facility agreement is libor plus 050 per annum and increases by 025 per annum six months 
after the date of agreement and on each subsequent date falling at three month intervals
shire shall also pay a commitment fee on the available but unutilized commitments under 850 million term loan facility for 
the availability period applicable to each facility with effect from fi rst utilization the commitment fee rate will be 35 of the 
applicable margin before fi rst utilization the commitment fee rate will increase in stages from 0 to 35 of the applicable 
margin over a period of three months
the 2015 facility agreement includes customary representations and warranties covenants and events of default including 
requirements that the ratio of net debt to ebitda of the group each as defi ned in the 2015 facility agreement must not 
at any time exceed 351 for the relevant period as defi ned in the 2015 facility agreement except that following certain 
acquisitions including the merger with nps pharma shire may elect to increase the ratio to 401 in the relevant period in 
which the acquisition was completed and the immediately following relevant period in addition for each 12month period 
ending december 31 or june 30 the ratio of ebitda of the group to net interest each as defi ned in the 2015 facility 
agreement must not be less than 401
the 2015 facility agreement restricts subject to certain exceptions shire’s ability to incur additional fi nancial indebtedness 
grant security over its assets or provide or guarantee loans further any lender may require mandatory prepayment of its 
participation if there is a change of control of shire in addition in certain circumstances the net proceeds of certain shares 
undertakings or business disposals by shire must be applied towards the mandatory prepayment of the facility subject to 
certain exceptions
events of default under the facility include i nonpayment of any amounts due under the facility ii failure to satisfy any 
fi nancial covenants iii material misrepresentation in any of the fi nance documents iv failure to pay or certain other defaults 
under other fi nancial indebtedness v certain insolvency events or proceedings vi material adverse changes in the business 
operations assets or fi nancial condition of shire and its subsidiaries vii if it becomes unlawful for shire or any of its 
subsidiaries that are parties to the 2015 facility agreement to perform their obligations or viii if shire or any subsidiary of shire 
which is a party to the 2015 facility agreement repudiates the 2015 facility agreement or any other fi nance document among 
others the 2015 facility agreement is governed by english law
2013 facilities agreement
on november 11 2013 shire entered into a 2600 million facilities agreement with among others morgan stanley bank 
international limited acting as lead arranger and agent the “2013 facilities agreement” the 2013 facilities agreement 
comprised two credit facilities i a 1750 million term loan facility and ii a 850 million term loan facility 
on december 13 2013 and at various points during the year to december 31 2014 the company cancelled part of the 2600 
million term loan facility at december 31 2014 the 2013 facilities agreement comprised an 850 million term loan facility 
which matures on november 11 2015 and was fully utilized all other terms and conditions remain unchanged
the 850 million term loan facility which matures on november 11 2015 has been used to fi nance the purchase price payable 
in respect of shire’s acquisition of viropharma including certain related costs
interest on any loans made under the facilities will be payable on the last day of each interest period which may be one week 
or one two three or six months at the election of shire or as otherwise agreed with the lenders  annual report 2014 shire plc 195
o commitments continued
the interest rate applicable to the 850 million term loan facility commenced at libor plus 115 per annum until delivery 
of the compliance certifi cate for the year ending december 31 2013 and is subject to change depending upon the prevailing 
ratio of net debt to ebitda of the group each as defi ned in the 2013 facilities agreement in respect of the most recently 
completed fi nancial year or fi nancial half year
the 2013 facilities agreement includes customary representations and warranties covenants and events of default 
including requirements that the ratio of net debt to ebitda of shire each as defi ned in the 2013 facilities agreement must 
not at any time exceed 351 for the relevant period as defi ned in the 2013 facilities agreement except that following 
certain acquisitions including the viropharma acquisition shire may elect to increase the ratio to 401 in the relevant period 
in which the acquisition was completed and the immediately following relevant period in addition for each 12month period 
ending december 31 or june 30 the ratio of ebitda of the group to net interest each as defi ned in the 2013 facilities 
agreement must not be less than 401
the 2013 facilities agreement restricts subject to certain covenants shire’s ability to incur additional fi nancial indebtedness 
grant security over its assets or provide or guarantee loans further any lender may require mandatory prepayment of its 
participation if there is a change of control of shire in addition in certain circumstances the net proceeds of certain shares 
undertakings or business disposals by shire must be applied towards the mandatory prepayment of the facilities subject to 
certain exceptions
events of default under the facilities include i nonpayment of any amounts due under the facilities ii failure to satisfy 
any fi nancial covenants iii material misrepresentation in any of the fi nance documents iv failure to pay or certain other 
defaults under other fi nancial indebtedness v certain insolvency events or proceedings vi material adverse changes in 
the business operations assets or fi nancial condition of shire and its subsidiaries vii if it becomes unlawful for shire or any 
of its subsidiaries that are parties to the 2013 facilities agreement to perform their obligations or viii if shire or any subsidiary 
of shire which is a party to the 2013 facilities agreement repudiates the 2013 facilities agreement or any other fi nance 
document among others the 2013 facilities agreement is governed by english law
revolving credit facility “rcf”
on december 12 2014 shire entered into a 2100 million revolving credit facilities agreement the “rcf” with a number of 
fi nancial institutions for which abbey national treasury services plc trading as santander global banking and markets 
bank of america merrill lynch international limited barclays bank plc citigroup global markets limited lloyds bank plc 
the royal bank of scotland plc and sumitomo mitsui banking corporation acted as mandated lead arrangers and 
bookrunners and dnb bank asa the bank of tokyomitsubishi ufj ltd credit suisse ag london branch deutsche bank 
luxembourg sa goldman sachs bank usa mizuho bank ltd and morgan stanley bank international limited acted as 
arrangers shire is an original borrower under the rcf and has agreed to act as guarantor for its subsidiaries which are also 
original borrowers and for any other of its subsidiaries that become additional borrowers thereunder at december 31 2014 
the rcf was undrawn on february 23 2015 shire requested the utilization of 1300 million under the rcf to partly fi nance 
the purchase price payable in respect of shire’s acquisition of nps pharma including certain related costs
the rcf  which terminates on december 12 2019 may be applied towards fi nancing the general corporate purposes of shire 
the rcf incorporates a 250 million us dollar and euro swingline facility operating as a sublimit thereof
the rcf became immediately available for general corporate purposes as outlined above on satisfaction of certain customary 
conditions precedent including the cancellation of shire’s existing multicurrency term and revolving facilities agreement dated 
november 23 2010 the “2010 rcf” with a number of fi nancial institutions for which abbey national treasury services plc 
bank of america merrill lynch international limited formerly banc of america securities limited barclays bank plc formerly 
barclays capital citigroup global markets limited lloyds bank plc formerly lloyds tsb bank plc and the royal bank of 
scotland plc acted as lead arrangers the facilities under which at such time were undrawn 
interest on any loans made under the rcf will be payable on the last day of each interest period which may be one week 
or one two three or six months at the election of shire or as otherwise agreed with the lenders the interest rate for the rcf 
will be libor or in relation to any revolving loan in euro euribor plus 030 per year until delivery of the fi rst compliance 
certifi cate required to be delivered after the date of the rcf  subject to change thereafter depending upon i the prevailing ratio 
of net debt to ebitda each as defi ned in the rcf in respect of the most recently completed fi nancial year or fi nancial half 
year and ii the occurrence and continuation of an event of default in respect of the fi nancial covenants or the failure to provide 
a compliance certifi cate
shire shall also pay i a commitment fee equal to 35 per year of the applicable margin on available commitments under 
the rcf for the availability period applicable thereto and ii a utilization fee equal to a 010 per year of the aggregate of 
the amount requested by the borrower in a utilization request the “base currency amount” of all outstanding loans up to 
an aggregate base currency amount equal to 700 million b 015 per year of the amount by which the aggregate base 
currency amount of all outstanding loans exceeds 700 million but is equal to or less than 1400 million and c 030 per 
year of the amount by which the aggregate base currency amount of all outstanding loans exceeds 1400 million
strategic report governance financial statements other information 196 shire plc annual report 2014
o commitments continued 
the rcf includes customary representations and warranties covenants and events of default including requirements that 
shire’s i ratio of net debt to ebitda in respect of the most recentlyended 12month relevant period each as defi ned in 
the rcf must not at any time exceed 351 except that following an acquisition fulfi lling certain criteria shire may on a 
once only basis elect to increase this ratio to 401 for the relevant period in which the acquisition was completed and for that 
immediately following and ii ratio of ebitda to net interest for the most recentlyended 12month relevant period each 
as defi ned in the rcf must not be less than 401
the rcf restricts subject to certain exceptions shire’s ability to incur additional fi nancial indebtedness grant security over 
its assets or provide loansgrant credit further any lender may require mandatory prepayment of its participation if there is 
a change of control of shire subject to certain exceptions for schemes of arrangement and analogous schemes
events of default under the facilities include among others i nonpayment of any amounts due under the finance 
documents as defi ned in the rcf ii failure to satisfy any fi nancial covenants iii material misrepresentation in any of the 
finance documents iv failure to pay or certain other defaults under other fi nancial indebtedness v certain insolvency 
events or proceedings vi material adverse changes in the business operations assets or fi nancial condition of shire as 
a whole vii if it becomes unlawful for shire or any successor parent company or any of their respective subsidiaries that 
are parties to the rcf to perform their obligations thereunder or viii if shire or any successor parent company or any 
subsidiary thereof which is a party to the rcf repudiates such agreement or other finance document 
p  subsequent events
in february 2015 shire completed the acquisition of nps pharma this acquisition adds global rights to an innovative product 
portfolio with multiple growth catalysts including gattexrevestive with growing sales for the treatment of adults with 
sbs a rare gi condition and natparanatpar the only bioengineered hormone replacement therapy for use in the 
treatment of hpt a rare endocrine disease which received fda approval in january 2015
on february 23 2015 shire plc requested the utilization of 1300 million under the rcf to partly fi nance the purchase price 
payable in respect of shire’s acquisition of nps pharma including certain related costs in addition on february 23 2015 
shire plc requested the utilization of 850 million under the 2015 facility agreement to partly fi nance the purchase price 
payable in respect of shire’s acquisition of nps pharma including certain related costs 
notes to the ﬁ nancial statements 
for the year ended december 31 2014
continued annual report 2014 shire plc 197
the following are trademarks either owned or licensed by 
shire plc or its subsidiaries which are the subject of trademark 
registrations in certain territories or which are owned by third 
parties as indicated and referred to in this annual report
adderall xr
®
 mixed salts of a single entity amphetamine
agrylin
®
 anagrelide hydrochloride
buccolam
®
 midazolam hydrochloride oromucosal solution
calcichew
®
 trademark of t akeda nycomed as
carbatrol
®
 carbamazepine extendedrelease capsules
cinryze
®
 c1 esterase inhibitor human
concerta
®
 trademark of alza corporation
daytrana
®
 trademark of noven pharmaceutical inc
dermagraft
®
 trademark of organogenesis inc
elaprase
®
 idursulfase
elvanse
®
 lisdexamfetamine dimesylate
estrace
®
 trademark of trimel pharmaceuticals inc
exputex
®
 trademark of phoenix labs
firazyr
®
 icatibant
fosrenol
®
 lanthanum carbonate
gattex
®
 teduglutide recombinant
intuniv
®
 guanfacine extended release
lialda
®
 trademark of nogra international limited 
mezavant
®
 trademark of giuliani international limited 
natpar
®
 parathyroid hormone rdna
natpara
®
 parathyroid hormone
pentasa
®
 trademark of ferring bv  corp
plenadren
®
 hydrocortisone modifi ed release tablet
premiplex
®
 igfiigfbp3
reminyl
®
 galantamine hydrobromide united kingdom 
“uk” and republic of ireland trademark of johnson  
johnson “jj” excluding uk and republic of ireland
replagal
®
 agalsidase alfa
resolor
®
 prucalopride
revestive
®
 teduglutide
tyvense
®
 lisdexamfetamine dimesylate
vascugel
®
 allogeneic aortic endothelial cells cultured in a 
porcine gelatin matrix gelfoam
®
 with cytokines implanted
vancocin
®
 trademark of ani pharmaceuticals inc
vpriv
®
 velaglucerase alfa
vyvanse
®
 lisdexamfetamine dimesylate
xagrid
®
 anagrelide hydrochloride 
zeffix
®
 trademark of glaxosmithkline “gsk” 
3tc
®
 trademark of gsk 
trademarks
designed and produced by
merchantcantos wwwmerchantcantoscom
print managed by
urbanprintsupportcouk
printed by 
cousin who have been carbon neutral since 2004 and have 
fsc chain of custody certiﬁ cation they also use vegetable
based inks and have iso14001 environmental accreditation
this report is printed on heaven 42 which is fsc accredited shire plc
5 riverwalk
citywest business campus
dublin 24 ireland
tel  353 1 429 7700
fax  353 1 429 7701
enabling people 
with life altering 
conditions to 
lead better lives
shirecom


Summary:
 02 shire plc annual report 2014
susan kilsby
chairman
chairman’s review
02 shire plc annual report 2014
at shire we focus on people 
those that work for us partner 
with us invest in our strategy 
and above all those who 
depend on the medicines we 
make every day our purpose is 
to help people with lifealtering 
conditions lead better lives we 
ask the questions that are raised 
by rare and specialty diseases and 
pursue new possibilities through 
thoughtful and innovative science
creating exceptional value
when we do what is good we believe good follows value 
is created not just for the patients but for physicians 
caregivers employees communities payers policymakers 
and shareholders—for anyone or any institution that our 
global company can touch and value we were reminded 
this year can be created—and recognized—in so many ways  annual report 2014 shire plc 03
strategic report governance financial statements other information
extraordinary results
we had an eventful year in 2014 we had unprecedented 
fi nancial results as you’ll see in the pages to come we 
completed our acquisition of viropharma and successfully 
integrated this organization serving new patients with the 
product cinryze
®
 a medicine for the infl ammatory condition 
known as hereditary angioedema at the same time we 
acquired two rare diseases entities—lumena and fibrotech 
we fortifi ed our presence in established therapies and opened 
doors to new ones including ophthalmics we moved into 
our new international operational headquarters in zug 
switzerland and reinvigorated our presence in europe asia 
and latin america we continued to streamline operations 
and to put the right people into the right jobs to complement 
the immediate impact of mergers and acquisitions with our 
focus on continuing organic growth on behalf of adults with 
binge eating disorder we fi led in the us for a supplemental 
new drug application for vyvanse
®
 which the food and drug 
administration “fda” approved on january 30 2015 as the 
fi rst and only medication for the treatment for this disorder 
and most recently we acquired nps pharma bringing two 
exciting rare disease therapies into our product portfolio
we were again recognized as a constituent of the ftse4good 
index series a leading responsibility investment index and 
also earned the distinction from corporate knights in their 
ranking of the 2015 global 100 most sustainable 
corporations in the world 
we accomplished all this while responding to abbvie as 
it considered the role that shire might play within its own 
strategic framework we never lost sight of the company 
that shire is throughout the process 
we have a strong independent future and we’re passionate 
about building it
executing our strategy
our plan moving forward is to emerge as a leading global 
biotech focused on rare diseases and other speciality 
conditions to get there we’ll continue our investment in 
our four key strategic drivers growth innovation effi ciency 
and people under the leadership of our chief executive 
offi cer dr flemming ornskov we’ll strengthen—and 
sustain—our platform through our focused approach to 
mergers and acquisitions pipeline advancement and cash 
management we’ll rely on the people who make shire what 
it is—a diversifi ed team representing many skills and broad 
experiences
outstanding contributions
our board of directors made signifi cant contributions to shire 
throughout 2014—going far above and beyond expectations 
to render opinions and weigh choices i have the distinct 
pleasure of working with board members who bring the full 
complement of scientifi c medical fi nancial organizational 
and commercial insights to bear on complex opportunities 
in closing i would like to extend my gratitude to the people 
of shire who remained focused on what mattered most 
throughout the year—our patients the world is a healthier 
place thanks to shire our people are the reason
susan kilsby
chairman
we have a strong 
independent future
and we’re passionate 
about building it